UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 10-K
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 000-31293
______________________
EQUINIX, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
77-0487526
(State of incorporation)
 
(IRS Employer Identification No.)
One Lagoon Drive, Redwood City, California 94065
(Address of principal executive offices, including ZIP code)
(650) 598-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, $0.001
 
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Act. Yes   x     No   ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes    ¨    No   x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   x     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   x     No   ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer   x
Accelerated filer   o
Non-accelerated filer   o
Smaller reporting company   o
 
 
 
Emerging growth company    ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes    ¨    No   x
The aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $33.5 billion . As of February 23, 2018 , a total of 79,228,072 shares of the registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III – Portions of the registrant’s definitive proxy statement to be issued in conjunction with the registrant’s 2018 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the registrant’s fiscal year ended December 31, 2017 . Except as expressly incorporated by reference, the registrant’s proxy statement shall not be deemed to be a part of this report on Form 10-K.
 




EQUINIX, INC.
FORM 10-K
DECEMBER 31, 2017
TABLE OF CONTENTS
Item
Page No.
1.
1A.
1B.
2.
3.
4.
 
 
5.
6.
7.
7A.
8.
9.
9A.
9B.
 
 
10.
11.
12.
13.
14.
 
 
15.
16.
 
 


2

Table of Contents

PART I
Table of Contents

ITEM 1.
BUSINESS
The words "Equinix", "we", "our", "ours", "us" and the "Company" refer to Equinix, Inc. All statements in this discussion that are not historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Equinix’s "expectations", "beliefs", "intentions", "strategies", "forecasts", "predictions", "plans" or the like. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Equinix cautions investors that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including, but not limited to, the risk factors discussed in this Annual Report on Form 10-K. Equinix expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained herein to reflect any change in Equinix’s expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based.
Overview
Equinix, Inc. connects more than 9,800 companies directly to their customers and partners across the world’s most interconnected data center and interconnection platform. Platform Equinix ® combines a global footprint of state-of-the-art International Business Exchange™ (IBX ® ) data centers, a variety of interconnection solutions, unique business and digital ecosystems and expert support. Today, businesses leverage the Equinix interconnection platform in 48 strategic markets across the Americas, Asia-Pacific, and Europe, the Middle East and Africa ("EMEA"). Equinix operates as a real estate investment trust for federal income tax purposes ("REIT").
We elected to be taxed as a REIT for federal income tax purposes effective January 1, 2015. As of December 31, 2017 , our REIT structure included all of our data center operations in the United States ("U.S."), Canada and Japan, and the data center operations in Europe with the exception of Bulgaria, Portugal, Spain and Turkey. Our data center operations in other jurisdictions are operated as taxable REIT subsidiaries ("TRSs").
In May 2017, we completed the acquisition of 29 data centers and their operations across 15 metro areas from Verizon Communications Inc. ("Verizon") for $3.6 billion (the "Verizon Data Center Acquisition"). Additional acquisitions that closed in 2017 include the purchase of IO UK’s facility in Slough, United Kingdom (the "IO Acquisition"); the purchase of data center provider Itconic, which operated four data centers in Spain and one in Portugal; and the purchase of the Zenium data center in Istanbul. In December 2017, we announced the entry into a transaction agreement to acquire Metronode, which operates 10 data centers throughout Australia. In February 2018, we also announced the entry into a transaction agreement to acquire Infomart Dallas, including its operations and tenants. The acquisitions of Metronode and the Infomart Dallas are expected to close in the first half of 2018, subject to closing conditions. Careful, steady expansion has been key to Equinix’s growth strategy since our founding, as we seek to offer our customers interconnection opportunities ahead of demand. Equinix also saw organic growth in 2017, opening new data centers in several important markets, including Amsterdam, Frankfurt, Hong Kong, São Paulo, Silicon Valley and Washington, D.C.
In July 2017, Equinix created a new Strategy, Services and Innovation (SSI) group to ensure Equinix keeps pace with the dynamic customer requirements of an increasingly "cloud-first" world. The group is led by Equinix company veteran Charles Meyers. Included in the SSI unit are the office of the Chief Technology Officer, Business Development, Product Management and Product Engineering. SSI is chartered to position Equinix for future success by: optimizing Equinix's position as a strategic enabler of cloud services; identifying key growth areas that align to Equinix's long-term strategy; and evaluating and translating key market, competitive and technology trends into actionable business requirements.
In December 2017, we announced the next phase in the evolution of Platform Equinix as we work to achieve the direct physical and virtual connection of our IBX data centers around the world. This advance will enable customers to connect on demand to any other customer from any Equinix location, equipping digital businesses to scale their operations rapidly across the largest markets globally. By connecting to more business partners and destinations, Platform Equinix also enables service providers to directly access a global base of enterprise customers and cloud providers. This provides a more consistent end-user experience and expands our customers’ addressable market.

3

Table of Contents

Industry Background
The internet is a collection of numerous independent networks interconnected to form a network of networks. Users on different networks communicate with each other through interconnection between these networks. For example, when a person sends an email to someone who uses a different provider for his or her connectivity (e.g. Comcast versus AT&T), the email must pass from one network to the other to get to its final destination. A data center provides a physical point at which that interconnection can occur.
To accommodate the rapid growth of internet traffic that was occurring in the early years of the internet, an organized approach for network interconnection was needed. This was the start of the network era, when networks gained mutual advantage by exchanging data traffic on interoperable platforms. The exchange of traffic between these networks became known as peering, which is when networks agree to trade traffic at relatively equal amounts, often at no charge to the other party. At first, government and nonprofit organizations established places where these networks could peer with each other. These points were known as network access points, or NAPs. Over time, many NAPs became a natural extension of carrier services and were run by companies such as MFS (now a part of Verizon Business), Sprint, Ameritech and Pacific Bell (the latter two now part of AT&T).
Ultimately, these NAPs were unable to scale with the growth of the internet, and the lack of "neutrality" by the carrier owners of these NAPs created a conflict of interest with the participants. This created a market need for network-neutral interconnection points that could accommodate the rapidly growing demand to increase performance for enterprise and consumer users of the internet, especially with the rise of important content providers such as AOL, Microsoft, Yahoo! and others. In addition, the providers, as well as a growing number of enterprises, required a more secure and reliable solution for direct connection to a variety of telecommunications networks, as the importance of their internet operations continued to grow. These were the seeds of the connected era, when peering expanded exponentially among new players, and access to information anytime and anywhere became the norm.
To accommodate internet traffic growth, the largest networks left the NAPs and began connecting and trading traffic by placing private circuits between each other. Peering, which once occurred at the NAP locations, was moved to these private circuits. Over the years, these circuits became expensive to expand and could not be built quickly enough to accommodate traffic growth. This led to a need by the large carriers to find a more efficient way to peer. The multi-tenant or colocation data center was introduced to meet this need. Today, many customers satisfy their requirements for peering through data center providers like Equinix because this strategy permits them to peer with the networks as they require within one location, using simple, direct and secure connections. Their ability to peer within a data center or across a data center campus, instead of across a metro area, has increased the scalability of their operations while decreasing network costs.
The interconnection model has further evolved over the years to include new offerings, as the collaborative landscape of the interconnected era imposes new demands for connectivity that facilitates more scalable interactive and real-time digital interconnections. Enterprises are becoming increasingly interdependent and cloud- and digital-enabled, and to compete they need real-time data exchange and reliable, instant connections between and across any given digital ecosystem. Starting with the peering and network communities, interconnection has been used for new network solutions, including carrier Ethernet, multiprotocol label switching (MPLS), virtual private networks (VPNs), and mobile services, in addition to traditional international private line and voice services. The data center industry is working to keep up with the rapid digital transformation of today's businesses, and it continues to evolve with a set of new network offerings (such as SDN, blockchain and 5G) where interconnection is often used to solve any challenge using both physical and virtual networks, across geographic boundaries.
In addition, the enterprise customer segment is also evolving. In the past, most enterprises opted to keep their data center requirements in-house. However, current trends are leading more enterprise chief information officers (CIOs) to either outsource their data center requirements, and/or extend their corporate wide area networks (WANs) into carrier-neutral colocation facilities. These trends include the following:
Private interconnection is a rapidly growing business practice for leading companies, as their businesses become increasingly digital. According to the Global Interconnection Index, a market study published in 2017 by Equinix, the capacity for private data exchange between businesses is growing at nearly twice the rate of the public internet and is on pace to reach nearly six times the volume of global IP traffic by 2020.
Digital transformation is accelerating in all global businesses and industries. Key trends are creating the need for real-time interaction and forcing digital services to the edge, where the users need them the most, increasing the requirement for a single digitally interconnected business platform.
The need for businesses and organizations to create a "digital edge" - where commerce, population centers and digital ecosystems meet. A more geographically distributed IT infrastructure is needed to support the digital operations that now cover every global region and every aspect of today’s global businesses.

4

Table of Contents

The growth of "proximity communities" that rely on immediate physical colocation and interconnection with strategic partners and customers. Examples include financial exchange ecosystems for electronic trading and settlement, media and content provider ecosystems, and ecosystems for real-time bidding and fulfillment of internet advertising.
The Internet of Things (IoT) and big data infrastructures, which are creating unprecedented quantities of data that fuel digital business.
The need to manage data and security and enforce regulatory control locally in support of the global digital trade of goods and services.
The accelerating adoption and ubiquitous nature of cloud computing technology services, in particular hybrid/multiclouds, along with enterprise cloud service offerings such as Software-as-a-Service (SaaS), Infrastructure-as-a-Service (IaaS) and Platform-as-a-Service (PaaS) and security and disaster recovery services.
The continuing growth of consumer internet traffic from new bandwidth-intensive services (e.g., video, voice over IP, social media, mobile data, gaming, data-rich media), Ethernet and wireless services, as well as new devices (e.g., wearables, home assistances, AR/VR headsets). These devices and services also increase the requirements for anytime, anywhere and any device interconnection out at the edge to improve the performance, security, scalability and reliability of interconnecting people, locations, clouds, data and things.
Significant increases in power and cooling requirements for today’s data center equipment. New generations of servers and storage devices continue to concentrate processing capability and the associated power consumption and cooling load into smaller footprints; and many legacy-built data centers are unable to accommodate these new power and cooling demands. The high capital costs associated with building and maintaining "in-sourced" data centers creates an opportunity for capital savings by leveraging an outsourced colocation model.
Industry analysts project the compound annual growth rate of the global carrier neutral colocation market to be approximately 8% between 2016 and 2020.
Equinix Value Proposition
Equinix’s global platform for digital business offers these unique value propositions to customers:
Reach Everywhere
With Platform Equinix, enterprises and service providers can deploy digital infrastructure anywhere they need to be. Customers are quickly and easily able to place applications, data, security and networking controls next to users, clouds and networks in major metros globally. With one global partner, our customers are able to reduce complexity and accelerate time to market while relying on the consistency of a proven worldwide interconnection and data center leader.
Interconnect Everyone
Businesses operating on Platform Equinix will be able to discover and reach anyone on demand, through one connection to the world, by directly connecting physically or virtually to customers, partners, providers and between their points of presence. This gives our customers the capabilities to reach everyone they need to from one place and to simplify, scale and dynamically adapt their digital infrastructures to keep pace with rapidly changing business demands.
Integrate Everything
On Platform Equinix, our customers are able to activate their digital edge through leading technology tools, partners and services. By leveraging software controls and expert advisors, service providers and enterprises can dynamically design, implement and manage their digital edge. They can also secure, view, control and manage hybrid IT environments to seamlessly scale digital integration across their business.
More than 9,800 companies, including a diversified mix of cloud and IT service providers, content providers, enterprises, financial companies, and network and mobile service providers, currently operate within Equinix IBX data centers. These companies derive specific value from the following elements of the Equinix platform offering:
Interconnection leadership: The global digital economy’s demands for fast, secure business collaboration creates a need for interconnection across Equinix’s global platform. As this digital journey intensifies, businesses are creating new commerce and collaboration models to compete. Success in this fast-moving world can be facilitated by a single

5

Table of Contents

interconnection platform for digital business that is connected physically and virtually around the world. Companies that can deploy an interconnected digital infrastructure can connect broadly and securely scale the integration of their business at the digital edge.
Cloud access and expertise: Equinix is home to more than 2,900 cloud and IT service providers and a variety of secure routes to the efficiencies, performance and cost-savings of the cloud. The Equinix Cloud Exchange Fabric™ ("ECX Fabric") offers on-demand access to multiple cloud providers from multiple networks, enabling customers to design scalable cloud services tailored to their needs at a given moment. On the ECX Fabric, customers do not have to be in the same IBX data center as their cloud provider(s); they can remotely access cloud services as if they were physically close to the provider. Equinix Professional Services for Cloud experts enable our customers to successfully deploy a mix of private, public, hybrid and multicloud environments over a global interconnected cloud fabric to best fit their business and customer requirements.
Comprehensive global solution: With 190 IBX data centers in 48 markets in the Americas, EMEA and Asia-Pacific, Equinix offers a consistent, interconnected global solution.
Premium data centers and expertise: Equinix IBX data centers feature advanced design, security, power and cooling, and data center infrastructure management (DCIM) elements to provide customers with industry-leading visibility and reliability, including average uptime of 99.9999% globally in 2017. While others in the market have business models that include additional offerings, Equinix is focused on colocation and interconnection as our core competencies. Equinix Professional Services offers practical guidance and proven solutions to help customers optimize their data center architecture.
Dynamic interconnected business ecosystems: Equinix’s network- and cloud-neutral model has enabled us to attract a critical mass of networks and cloud and IT services providers, and that, in turn, attracts other businesses seeking to interconnect within a single location or across metros. This local ecosystem model leverages lower networking costs and optimizes the performance of data exchange. At the same time, the ECX Fabric enables private access to remote business ecosystems in regionally distributed IBX data centers to further reduce long-distance networking costs and deliver outstanding performance. As Equinix grows and attracts an ever-more diversified base of customers, the value of Equinix’s IBX interconnected data center offering increases.
Improved economics: Customers seeking to outsource their data center operations rather than build their own capital-intensive data centers enjoy significant capital cost savings. Customers also benefit from improved economics because of the broad access to networks and clouds that Equinix provides. Rather than purchasing costly local loops from multiple transit providers, customers can connect directly to more than 1,700 networks and 2,900 cloud and IT service providers inside Equinix’s IBX data centers.
Leading interconnection insight: After more than 19 years in the industry, Equinix has a specialized staff of industry experts, professional services specialists and solutions architects who helped build and shape the interconnection infrastructure of the internet, and who are now positioned to do the same for digital businesses. This specialization and industry knowledge base offers customers unique expertise and the competitive advantage needed to compete in the global digital economy.
Lasting sustainability: Energy efficiency and environmental sustainability are a part of everything we do, whether we're building new data centers or upgrading existing facilities. We have committed to design, build and operate our data centers with high energy efficiency standards, and we have a long-term goal of using 100% clean and renewable energy across our global platform.
Our Strategy
Our objective is to expand our global leadership position as the premier network and cloud-neutral data center and interconnection platform for enterprises, cloud and IT services providers, media and content companies, financial services firms, IoT and big data providers, and network and mobile services providers. These are the key components of our strategy:
Improve customer performance through global interconnection.  To succeed in today’s digital economy, enterprises around the world must adopt globally interconnected, on-demand digital IT architectures. The business connections forged in Equinix data centers through the power of interconnection are vital to accelerating our customers' businesses. To help companies understand, deploy and benefit from global interconnection, Equinix has created a blueprint for becoming an interconnected enterprise - the Interconnection Oriented Architecture ® (IOA ® ) strategy. Based on work with more than 230 Fortune 500 customers, our IOA framework is a proven and repeatable engagement model that both enterprises and solution providers can leverage to directly and securely connect people, locations, clouds and data. An IOA strategy shifts the fundamental IT delivery architecture from siloed

6

Table of Contents

and centralized to interconnected and distributed. Since the introduction of its IOA strategy, Equinix has created an "IOA Playbook" and "IOA Knowledge Base™," which were developed from our aggregated learnings across more than 600 Equinix customer (enterprise and service provider) deployments. These tools are offered online at no charge to any organization and provide fundamental, repeatable steps that organizations can take to deploy an IOA strategy across common digital workloads. They offer application blueprints for networks, security, data and applications, as well as for various use cases including ecosystems, analytics, content delivery, collaboration, hybrid multicloud and the IoT.
When combined with Equinix's critical mass of premier network and cloud providers and content companies, the increasing rate of adoption of an IOA strategy by the world's enterprise companies enables Equinix to extend its leadership as one of the core interconnection hubs of the information-driven, digital world. The density of providers inside Equinix is a key selling point for companies looking to connect with a diverse set of networks and deliver the best connectivity to their end customers at the digital edge, as well as to network companies that want to sell bandwidth to companies and efficiently interconnect with other networks. Equinix currently houses more than 1,700 unique networks, including the top-tier networks, which allow customers to directly interconnect with providers that best meet their unique price and performance needs. We have a growing mass of key players in cloud and IT services (Accenture, Amazon Web Services, AT&T, Google Cloud Platform, Microsoft Azure and Office 365, Oracle Cloud, SAP HANA Enterprise Cloud and SAP Cloud Platform, Salesforce.com, IBM Bluemix and VMware vCloud Air), and in the enterprise and financial sectors (Bechtel, Bloomberg, Chicago Board of Trade, The GAP, McGraw-Hill, etc.). We expect these segments will continue to grow as customers seek to leverage our density of network providers and interconnect directly with each other to improve performance.
Streamline ease of doing business globally.  Customers say data center reliability, power availability and network choice are the most important attributes they consider when choosing a data center provider in a particular location. We have long been recognized as a leader in these areas, and our performance continues to improve.
In 2017, more than half of our revenue came from customers with deployments in all three of our global regions, and we expect seamless global solutions to become an increasingly important data center selection criteria as the need for globally interconnected, on-demand digital IT architectures continues to grow. We continue to focus on strategic acquisitions to expand our market coverage and on global product standardization, pricing and contracts harmonization initiatives to meet these global demands.
   Deepen existing ecosystems and develop new ones.  As various enterprises and service and content providers locate in our IBX data centers, their suppliers and business partners benefit by doing the same, and they gain the full economic and performance benefits of direct, global interconnection for their business ecosystems. These partners, in turn, pull in their business partners, creating a "network effect" of customer adoption. Our interconnection offerings enable scalable, secure, reliable and cost-effective interconnectivity and optimized traffic exchange, which lowers overall costs and increases flexibility. The ability to directly and globally interconnect with a wide variety of companies is a key differentiator for us and enables companies to create new opportunities within unique ecosystems by working together. We also have efficient and innovative internet and cloud exchange platforms in our IBX sites to accelerate commercial growth within the ecosystems via the network effect.
  Expand vertical go-to-market plan.  We plan to continue to focus our go-to-market efforts on customer segments and business applications that appreciate the Equinix value proposition of interconnection, reliability, global reach and prime collaboration opportunities within and across ecosystems. We have identified these segments today as cloud and IT services, content and digital media, financial services, enterprises, and network and mobile service providers. As digital business evolves, we will continue to identify and focus our go-to-market efforts on industry segments that need our value proposition.
Accelerate global reach and scale. We continue to evaluate expansion opportunities in select markets based on customer demand. In May 2017, we closed a deal with Verizon to acquire 29 data centers across 15 metro areas. This strategic acquisition strengthened our global platform by increasing interconnection in the U.S. and Latin America and accelerated Equinix's penetration of the enterprise and strategic market sectors, including government and energy. We made several other important, smaller acquisitions in 2017, including the purchase of IO UK’s facility in Slough, United Kingdom, the purchase of data center provider Itconic and its five data centers (four in Spain and one in Portugal), and the purchase of a Zenium data center in Istanbul. At the end of the year, we announced the entry into a transaction agreement to acquire Metronode, which operates 10 data centers spanning Australia. In February 2018, we announced the entry into a transaction agreement to acquire Infomart Dallas, including its operations and tenants. We also saw significant organic growth in 2017, opening new data centers on four continents, including AM4 in Amsterdam, FR6 in Frankfurt, HK5 in Hong Kong, SP3 in São Paulo, SV10 in Silicon Valley and DC12 in Washington, D.C. Once we close the Metronode acquisition, expected in the first half of 2018, Equinix's total global footprint will expand to 200 data centers in 52 markets in the Americas, Europe and Asia-Pacific.

7

Table of Contents

We expect to continue to execute our expansion strategy in a cost-effective and disciplined manner through a combination of acquiring existing data centers through lease or purchase, acquiring or investing in local data center operators, and building new IBX data centers based on key criteria, such as demand and potential financial return in each market.
Our Customers
Our customers include carriers, mobile and other bandwidth providers, cloud and IT services providers, content providers, financial companies and global enterprises. We provide each customer access to a choice of business partners and solutions based on their colocation, interconnection and managed IT service needs. As of December 31, 2017, we had more than 9,800 customers worldwide.
Customers in our five key customer categories include the following:
Cloud and IT Services
Content Providers
Enterprise
Financial Companies
Network and Mobile Services
Amazon Web Services
Box Inc.
Cisco Systems Inc. Google Cloud Platform
Datapipe
IBM Bluemix
Microsoft Azure
NetApp
Oracle Cloud
Salesforce.com
SAP VMware Workday, Inc.
Brightroll
Casale Media DirectTV
Discovery Communications
Index Exchange Thomson Reuters
Netflix
Priceline.com
Anheuser-Busch
BMC Software Burger King Corporation
Ford Motors
CDM Smith
Chevron
General Electric
Shire
Ingram Micro
Delloite
Smithfield Foods
Weyerhaueser
Ericsson
Aon
Bloomberg
Chicago Board Options Exchange Lincoln Financial
London Stock Exchange
NASDAQ
OMX Group Inc. NYSE Technologies PayPal
Morgan Stanley
AT&T
British Telecom
China Mobile
Lycamobile
NTT Communications Siemens Mobility Services
Vodafone
T-Systems
TATA Communications Verizon
Customers typically sign renewable contracts of one or more years in length. Our largest customer accounted for approximately 3% of our recurring revenues for the years ended December 31, 2017 , 2016 and 2015 . Our 50 largest customers accounted for approximately 37% , 36% and 34% of our recurring revenues for the years ended December 31, 2017 , 2016 and 2015 , respectively.
Our Offerings
Equinix provides a choice of data center offerings primarily comprised of colocation, interconnection solutions, bundled offers and professional services.
Colocation and Related Offerings
Our IBX data centers provide our customers with secure, reliable and robust environments that are necessary for optimum internet commerce interconnection. Our IBX data centers include multiple layers of physical security, scalable cabinet space availability, on-site trained staff (24x7x365), dedicated areas for customer care and equipment staging, redundant AC/DC power systems and other redundant and fault-tolerant infrastructure systems. Some specifications of offerings provided by individual IBX data centers may differ based on original facility design or market.
Within our IBX data centers, customers can deploy their equipment and interconnect with a choice of networks, cloud providers or other business partners. We also provide customized solutions for customers looking to package our IBX offerings as part of their complex solutions. Our colocation offerings include:
Cabinets.  Our customers have several choices for colocating their networking, server and storage equipment. They can place the equipment in one of our shared or private cages or customize their space. In certain select markets, customers can purchase their own private "suite" which is walled off from the rest of the data center. As customers’ colocation requirements increase, they can expand within their original cage (or suite) or upgrade into a cage that meets their expanded requirements. Customers buy the hardware they place in our IBX data centers directly from their chosen vendors. Cabinets (or suites) are priced with an initial installation fee and an ongoing recurring monthly charge.

8

Table of Contents

Power.  Power is an element of increasing importance in customers’ colocation decisions. We offer both AC and DC power circuits at various amperages and phases customized to a customer’s individual power requirements. Power is priced with an initial installation fee and an ongoing recurring monthly charge. We also offer metered power in certain markets.
IBXflex ® . IBXflex allows customers to deploy mission-critical operations personnel and equipment on-site at our IBX data centers. Because of the proximity to their infrastructure within our IBX data centers, IBXflex customers can offer a faster response and quicker troubleshooting solution than those available in traditional colocation facilities. This space can also be used as a secure disaster recovery point for customers’ business and operations personnel. IBXflex is priced with an initial installation fee and an ongoing recurring monthly charge.
IBX SmartView™. Equinix IBX SmartView™ offers application programming interface (API) -based DCIM that provides real-time access to environmental and operating information within an Equinix IBX footprint, as if those cages were all on site with the customer. IBX SmartView helps its customers consistently maintain their IBX operations and deployments with alerts and notifications, while enhancing long-term planning with customizable reports.
Hyperscale Infrastructure. Our integration efforts with the major cloud players have provided us with deep insight into the evolving architecture of the cloud. Today, the majority of private interconnection nodes for the major cloud players are located in Equinix facilities. In addition, we are in discussions with a targeted set of hyperscale customers to develop capacity to serve their larger footprint needs. We are leveraging the combination of existing capacity and dedicated hyperscale builds to meet these needs in a handful of key markets in 2018.
Interconnection Solutions
Our interconnection solutions are evolving to enable high-performance, secure, scalable, reliable and cost-effective interconnection and traffic exchange between Equinix customers across our global platform. These interconnection solutions are either on a one-to-one basis with direct cross connects or on a one-to-many basis through our ECX Fabric or other exchange solutions. In the peering community, we play an important industry leadership role by acting as the relationship broker between parties who would like to interconnect within our IBX data centers and, now, between regionally distributed IBX data centers. Our staff holds or has held significant positions in many leading industry groups, such as the North American Network Operators’ Group (NANOG) and the Internet Engineering Task Force (IETF). Members of our staff have published industry-recognized white papers and strategy documents in the areas of peering and interconnection, many of which are used by other institutions worldwide in furthering the education and promotion of this important set of solutions.
Our current interconnection solutions are comprised of the following:
Physical Cross Connect/Direct Interconnections. Customers needing to directly and privately connect to another IBX data center customer can do so through single or multi-mode fiber. These cross connections are the physical link between customers and can be implemented within 24 hours of request. Cross-connect offerings are priced with an initial installation fee and an ongoing monthly recurring charge.
Equinix Internet Exchange™. Customers may choose to connect to and peer through the central switching fabric of our Equinix Internet Exchange, rather than purchase a direct physical cross connection. With a connection to this switch, a customer can aggregate multiple interconnects over one physical connection with multiple, linked 100-gigabit ports of capacity, instead of purchasing individual physical cross connects. The offering is priced per IBX data center with an initial installation fee and an ongoing monthly recurring charge.
Equinix Metro Connect . Customers who are located in one IBX data center may need to interconnect with networks or other customers located in an adjacent or nearby IBX data center in the same metro area. Metro Connect allows customers to seamlessly interconnect between IBX data centers at capacities up to 100 Gigabits per second. Metro Connect offerings are priced with an initial installation fee and an ongoing monthly recurring charge dependent on the capacity purchased by the customer.
Internet Connectivity.  Customers who are installing equipment in our IBX data centers generally require IP connectivity or bandwidth access. Although many large customers prefer to contract directly with carriers, we offer customers the ability to contract for IP connectivity and bandwidth access through us from any of the major bandwidth providers in that data center. This bandwidth access is targeted to customers who require a single bill and a single point of support through Equinix for the entire contract for their bandwidth needs. Internet connectivity is priced with an initial installation fee and an ongoing monthly recurring charge based on the amount of bandwidth committed.
Equinix Cloud Exchange™ (ECX) Fabric. The ECX Fabric directly, securely and dynamically connects distributed infrastructure and digital ecosystems on Platform Equinix via global, software-defined interconnection. It enables businesses to customize their connectivity to partners, customers and suppliers through an interface that provides all the benefits companies

9

Table of Contents

have come to expect from "as-a-service" models. This includes real-time provisioning via a portal or API, pay-as-you-go billing increments and the removal of friction in establishing elastic connectivity between metros. The ECX Fabric is designed for scalability, agility and virtualized connectivity. Through a single port, Equinix customers can discover and reach anyone on demand, locally or across metros. Customers pay a monthly port fee to access the ECX Fabric, plus a transport access fee to connect to customers in other metros based on data and inter-city bandwidth expense.
The new ECX Fabric capabilities are now available in the Americas and EMEA regions, including Amsterdam, Atlanta, Chicago, Dallas, Dublin, Frankfurt, London, Los Angeles, Manchester, New York, Paris, Seattle, Silicon Valley, Stockholm, Toronto, Washington, D.C. and Zurich. In the fourth quarter of 2017 and into early 2018, Equinix is rolling out ECX Fabric to new metros in the Americas and EMEA regions of Denver, Düsseldorf, Geneva, Helsinki, Miami, Milan, and Munich. In 2018, Equinix will also extend connectivity to São Paulo within the Americas region, and between the APAC region ECX Fabric metro locations of Hong Kong, Melbourne, Osaka, Singapore, Sydney and Tokyo.
Equinix Performance Hub ®  
The Equinix Performance Hub places corporate IT resources in IBX data centers connected to many networks and clouds near large user populations. Performance Hub solutions can be implemented gradually, without closing or moving out of existing data centers. Performance Hub allows companies to efficiently deploy resources at the edge, closest to their end-users, enabling an affordable, low-risk approach to improving network performance and reducing costs. This distributed, connectivity-driven approach to data center computing has been proven by Gartner, 451 Group, and many enterprise customers to provide dramatic benefits in application and network performance, as well as in business and IT agility. The Performance Hub offering is priced per IBX data center with an initial installation fee and an ongoing recurring monthly charge.

Equinix Data Hub ®  

Equinix Data Hub is an extension of the Equinix Performance Hub framework and is a data center solution that addresses enterprise demands for real-time analytics, IoT, data collection and data protection. Data Hub empowers organizations to build a globally optimized data platform located in strategic data centers around the world and maintain full control over business-critical data for any and all security and compliance demands. Data Hub use cases include: cloud integrated tiered storage, big data analytics infrastructures and data protection and replication. The Data Hub offering is priced per IBX data center with an initial installation fee and an ongoing recurring monthly charge.

Equinix Professional Services

Exponential increases in data traffic and growing demand for interconnection mean pressure on companies to stay competitive. Customers need a partner with knowledge of the global terrain and trends, so they can maximize new technology and information and meet the needs of dispersed end users. Equinix Professional Services is uniquely positioned to be that partner. Equinix experts help companies tap the resources and opportunities for innovation available on a global platform of more than 9,800 companies in 48 markets, including more than 1,700 network service providers and 2,900 cloud and IT services providers. Our consultants have the know-how and experience to help customers introduce new service offerings, optimize IT architectures, simplify hybrid and multicloud migrations and stay up-and-running. Equinix professional services are priced at the project level and include:
Cloud Consulting Services. Many companies are migrating to a hybrid or multicloud environment as the cloud’s cost advantages and flexibility are critical in an era of rising electronic collaboration and user expectations. Equinix's Professional Services for Cloud are designed to facilitate cloud migration with a detailed assessment, design and implementation process that gives customers a faster, smoother path to the cloud. The 2,900 cloud and IT service providers and 1,700 network service providers within Equinix's network help our experts tailor cloud deployments to individual business needs and maximize their cloud performance, savings and security while ensuring future resilience and agility.
Network and IOA Transformation Services. Digital transformation creates new revenue streams from information about an organizations’ physical operations, it also creates congestion and performance issues for an organization’s legacy network. The growth in data, applications and locations that must be served by a digital enterprise, plus the reduction in latency required by real-time applications, all put enormous stress on legacy IT infrastructure. Equinix’s Professional Services for network and IOA transformation helps companies plan and build their future network and infrastructure architecture, ready for the challenges of digital business today and tomorrow.

10

Table of Contents

Global Solutions Architects ®  
Equinix Global Solutions Architects (GSAs) are industry experts, innovators and thought leaders, committed to helping companies deploy their IT infrastructures in ways that best serve their business needs and fully exploit the advantages offered by Equinix’s global interconnection platform. Equinix’s GSAs have decades of combined experience in cloud deployments, facility operations, business analytics and network design and operations. They work as extensions of our customers’ IT and technology teams, helping efficiently deploy high-performance solutions, advising them on service provider choices, and designing IT architectures that help them reach today’s goals and anticipate tomorrow’s requirements. GSA services are provided at no additional cost.
Solution Validation Centers ®  
Equinix Solution Validation Centers (SVCs) are state-of-the-art facilities that allow customers to test and fine-tune their IT infrastructure, network, cloud and data center rollouts in a real-world environment before full build-out and deployment. Customers can measure how their applications perform when they move off legacy systems, spot and address unforeseen technical barriers, and optimize various infrastructure components, network connections and applications. Our SVCs operate in 18 strategic markets globally, helping companies reduce risk and maximize their IT investments.
Smart Hands Services ®  
The Equinix Smart Hands service enables customers to use our highly trained IBX data center personnel to act as their hands (or eyes and ears) when their own staff cannot be on-site. Smart Hands technicians offer a range of services, from routine equipment inventory and labeling to more complex installations and configuring. Smart Hands technicians also provide technical assistance and troubleshooting services. Smart Hands services are sold by the hour.
Equinix Customer Portal
The Equinix Customer Portal offers 24/7 access to our customer care personnel, so customers can report problems, schedule shipments or order Smart Hands services at any time of the day or night. Equinix conducts a significant portion of its transactions with its customers via this portal.
Business Continuity Trading Rooms
Trading infrastructure is mission-critical for financial firms worldwide, and our Business Continuity Trading Rooms (BCTRs) ensure that trading does not stop, even if primary operations are knocked off-line or are disabled. A BCTR backs up our customers’ trading operations in one of our secure data center facilities, right down to telephone services and multiple desktop monitors. BCTR offerings are protected with backup generators and uninterruptible power supply to guarantee reliability and deliver peace of mind. BCTR services are priced by size of capacity.

Sales and Marketing

Sales.  We use a direct sales force and channel marketing program to market our offerings to global enterprises, content providers, financial companies, and mobile and network service providers. We organize our sales force by customer type, as well as by establishing a sales presence in diverse geographic regions, which enables efficient servicing of the customer base from a network of regional offices. In addition to our worldwide headquarters located in Silicon Valley, we have established an Asia-Pacific regional headquarters in Hong Kong and a European regional headquarters in Amsterdam. Our Americas sales offices are located in Ashburn, Bogota, Boston, Chicago, Los Angeles, Miami, New York, Rio de Janeiro, São Paulo, Silicon Valley, Tampa and Toronto. Our EMEA sales offices are located in Amsterdam, Barcelona, Dubai, Dublin, Dusseldorf, Enschede, Frankfurt, Geneva, Helsinki, Istanbul, Lisbon, London, Madrid, Manchester, Milan, Munich, Paris, Sofia, Stockholm, Warsaw and Zurich. Our Asia-Pacific sales offices are located in Beijing, Hong Kong, Jakarta, Osaka, Seoul, Shanghai, Singapore, Sydney, Melbourne and Tokyo.

11

Table of Contents

Our sales team works closely with each customer to foster the natural network effect of our IBX model, resulting in access to a wider potential customer base via our existing customers. As a result of the IBX interconnection model, IBX data center participants often encourage their customers, suppliers and business partners to also locate in our IBX data centers. These customers, suppliers and business partners, in turn, encourage their business partners to locate in our IBX data centers, resulting in additional customer growth. This network effect significantly reduces our new customer acquisition costs. In addition, large network providers, cloud providers or managed service providers may refer customers to Equinix as a part of their total customer solution. Equinix also focuses the selling by our vertical sales specialists on supporting specific industry requirements for network, mobile, and media and content providers, financial services, cloud computing, systems integrators and enterprise customer segments.
The Equinix channel program adds an ecosystem of leading system integrators and service providers, from managed network to cloud services. They help our customers design and deploy the right cloud and IT solutions enterprises need to reach their customers, employees and supply chains. Our channel partners understand how to leverage and integrate the advantages of the Platform Equinix global footprint, high performance connectivity options and global supply-chain ecosystems to deliver solutions that precisely meet our customers’ performance, reliability and cost requirements.
Marketing. To support our sales efforts and to actively promote our brand in the Americas, Asia-Pacific and EMEA, we conduct comprehensive marketing programs. Our marketing strategies include active public relations and ongoing customer communications programs. Our marketing efforts are focused on major business and trade publications, online media outlets, industry events and sponsored activities. Our staff holds leadership positions in key networking organizations, and we participate in a variety of internet, enterprise IT, computer and financial industry conferences, placing our officers and employees in keynote speaking engagements at these conferences. We also regularly measure customer satisfaction levels and host key customer forums to ensure customer needs are understood and incorporated in product and service planning efforts. From a brand perspective, we build recognition through our website, external blog and social media channels by sponsoring or leading industry technical forums, by participating in internet industry standard-setting bodies and through advertising, paid social media and online campaigns. We continue to develop and host industry educational forums focused on peering technologies and practices for ISPs and content providers.
Our Competition
While a large number of enterprises own their own data centers, many others outsource some or all of their requirements to multi-tenant data center (MTDC) facilities, such as those operated by Equinix. We believe that the outsourcing trend is likely to accelerate in the coming years. The global MTDC market is highly fragmented. It is estimated that Equinix is one of more than 1,300 companies that provide MTDC offerings around the world, ranging in size from firms with a single data center in a single market to firms in over 20 markets. Equinix competes with these firms which vary in terms of their data center offerings, including:
Colocation Providers
Colocation data centers are a type of MTDC that can also be referred to as "retail" data center space. Typically, colocation data center space is offered on the basis of individual racks/cabinets or cages ranging from 500 to 10,000 square feet in size. Typical customers of colocation providers include:
Large enterprises with significant IT expertise and requirements
Small and medium businesses looking to outsource data center requirements
Internet application providers
Major internet content, entertainment and social networking providers
Shared, dedicated and managed hosting providers
Mobile and network service providers
Content delivery networks

Full facility maintenance and systems, including fire suppression, security, power backup and HVAC, are routinely included in managed colocation offerings. A variety of additional services are typically available, including remote hands technician services and network monitoring services.
Providers in addition to Equinix that offer colocation both globally and locally include firms such as AT&T, COLT and NTT.

12

Table of Contents

Carrier-Neutral Colocation Providers
In addition to data center space and power, colocation providers also offer interconnection. Some of these providers, known as network or carrier-neutral colocation providers, can offer customers the choice of hundreds of network service providers or ISPs to choose from. Typically, customers use interconnection to buy internet connectivity, connect to VoIP telephone networks, perform financial exchange and settlement functions or perform business-to-business e-commerce. Carrier-neutral data centers are often located in key network hubs around the world, such as New York, Ashburn, Va., London, Amsterdam, Singapore and Hong Kong. Two types of data center facilities offering carrier-neutral colocation are used for many network-to-network interconnections:
A Meet Me Room (MMR) is typically a smaller space, generally 5,000 square feet or less, located in a major carrier hotel and often found in a wholesale data center facility.
A carrier-neutral data center is generally larger than an MMR and may be a stand-alone building separate from existing carrier hotels.

Providers in addition to Equinix that we believe could be defined as offering carrier-neutral colocation include CoreSite, Digital Realty Trust, Global Switch, Interxion and Telehouse.
Wholesale Data Center Providers
Wholesale data center providers lease data center space that is typically offered in cells or pods (i.e., individual white-space rooms) ranging in size from 10,000 to 20,000 square feet or larger. Wholesale data center offerings are targeted to both enterprises and colocation providers. These data centers primarily provide space and power without additional services like technicians, remote hands services or network monitoring (although other tenants might offer such services).
Sample wholesale data center providers include Digital Realty Trust, e-Shelter and Global Switch.
Managed Hosting Providers
Managed hosting services are provided by several firms that also provide data center colocation solutions. Typically, managed hosting providers can manage server hardware that is owned by either the hosting provider or the customer. They can also provide a combination of comprehensive systems administration, database administration and sometimes application management services. Frequently, this results in managed hosting providers "running" the customer’s servers, although such administration is frequently shared. The provider may manage such functions as operating systems, databases, security and patch management, while the customer will maintain management of the applications riding on top of those systems.
The full list of potential services that can be offered as part of managed hosting is substantial and includes services such as remote management, custom applications, helpdesk, messaging, databases, disaster recovery, managed storage, managed virtualization, managed security, managed networks and systems monitoring. Managed hosting services are typically used for:
Application hosting by organizations of any size, including large enterprises
Hosted or managed messaging, including Microsoft Exchange and other complex messaging applications
Complex or highly scalable web hosting or e-commerce websites
Managed storage solutions (including large drive arrays or backup robots)
Server disaster recovery and business continuity, including clustering and global server load balancing
Database servers, applications and services

Examples of managed hosting providers include: AT&T, CenturyLink, NaviSite, Rackspace, SunGard and Verizon Business.
Unlike other providers whose core businesses are bandwidth or managed services, we focus on neutral interconnection hubs for cloud and IT service providers, content providers, financial companies, enterprises and network service providers. As a result, we do not have the limited choices found commonly at other hosting/colocation companies. We compete based on the quality of our IBX data centers, our ability to provide a one-stop global solution in our Americas, EMEA and Asia-Pacific locations, the performance and diversity of our network- and cloud-neutral strategy, and the economic benefits of the aggregation of top network, cloud and business ecosystems under one roof. We expect to continue to benefit from several industry trends, including the need for contracting with multiple networks due to the uncertainty in the telecommunications market; customers’ increasing power requirements; enterprise customers’ increased use of virtualization and outsourcing; the continued growth of broadband and significant growth in Ethernet as a network alternative; and the growth in mobile applications.

13

Table of Contents

Our Business Segment Financial Information
We currently operate in three reportable segments comprised of our Americas, EMEA and Asia-Pacific geographic regions. Information attributable to each of our reportable segments is set forth in Note 16 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Employees
We had 7,273 employees as of December 31, 2017 . We had 3,154 employees based in the Americas, 2,560 employees based in EMEA and 1,559 employees based in Asia-Pacific. Of those employees, 3,341 employees were in engineering and operations, 1,264 employees were in sales and marketing and 2,668 employees were in management, finance and administration.
Available Information
We were incorporated in Delaware in June 1998. We are required to file reports under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission ("SEC".) You may read and copy our materials on file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information regarding the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements and other information.
You may also obtain copies of our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K, and any amendments to such reports, free of charge by visiting the Investor Relations page on our website, www.equinix.com. These reports are available as soon as reasonably practical after we file them with the SEC. Information contained on our website is not part of this Annual Report on Form 10-K.

14

Table of Contents

ITEM 1A.      RISK FACTORS
In addition to the other information contained in this report, the following risk factors should be considered carefully in evaluating our business and us:
Acquisitions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of any transaction.
We have completed numerous acquisitions. We currently have acquisitions pending and expect to make additional acquisitions in the future. These may include (i) acquisitions of businesses, products, solutions or technologies that we believe to be complementary, (ii) acquisitions of new IBX data centers or real estate for development of new IBX data centers or (iii) acquisitions through investments in local data center operators. We may pay for future acquisitions by using our existing cash resources (which may limit other potential uses of our cash), incurring additional debt (which may increase our interest expense, leverage and debt service requirements) and/or issuing shares (which may dilute our existing stockholders and have a negative effect on our earnings per share). Acquisitions expose us to potential risks, including:
the possible disruption of our ongoing business and diversion of management’s attention by acquisition, transition and integration activities, particularly when multiple acquisitions and integrations are occurring at the same time;
our potential inability to successfully pursue or realize some or all of the anticipated revenue opportunities associated with an acquisition or investment;
the possibility that we may not be able to successfully integrate acquired businesses, or businesses in which we invest, or achieve anticipated operating efficiencies or cost savings;
the possibility that announced acquisitions may not be completed, due to failure to satisfy the conditions to closing as a result of:
an injunction, law or order that makes unlawful the consummation of the acquisition;
inaccuracy or breach of the representations and warranties of, or the non-compliance with covenants by, either party;
the nonreceipt of closing documents; or
for other reasons;
the possibility that there could be a delay in the completion of an acquisition, which could, among other things, result in additional transaction costs, loss of revenue or other negative effects resulting from uncertainty about completion of the respective acquisition;
the dilution of our existing stockholders as a result of our issuing stock as consideration in a transaction or selling stock in order to fund the transaction;
the possibility of customer dissatisfaction if we are unable to achieve levels of quality and stability on par with past practices;
the possibility that we will be unable to retain relationships with key customers, landlords and/or suppliers of the acquired businesses, some of which may terminate their contracts with the acquired business as a result of the acquisition or which may attempt to negotiate changes in their current or future business relationships with us;
the possibility that we could lose key employees from the acquired businesses before integrating them;
the possibility that we may be unable to integrate or migrate IT systems, which could create a risk of errors or performance problems and could affect our ability to meet customer service level obligations;
the potential deterioration in our ability to access credit markets due to increased leverage;
the possibility that our customers may not accept either the existing equipment infrastructure or the "look-and-feel" of a new or different IBX data center;
the possibility that additional capital expenditures may be required or that transaction expenses associated with acquisitions may be higher than anticipated;
the possibility that required financing to fund an acquisition may not be available on acceptable terms or at all;
the possibility that we may be unable to obtain required approvals from governmental authorities under antitrust and competition laws on a timely basis or at all, which could, among other things, delay or prevent us from completing an acquisition, limit our ability to realize the expected financial or strategic benefits of an acquisition or have other adverse effects on our current business and operations;
the possible loss or reduction in value of acquired businesses;
the possibility that future acquisitions may present new complexities in deal structure, related complex accounting and coordination with new partners, particularly in light of our desire to maintain our qualification for taxation as a REIT;

15

Table of Contents

the possibility that we may not be able to prepare and issue our financial statements and other public filings in a timely and accurate manner, and/or maintain an effective control environment, due to the strain on the finance organization when multiple acquisitions and integrations are occurring at the same time;
the possibility that future acquisitions may be in geographies and regulatory environments to which we are unaccustomed;
the possibility that carriers may find it cost-prohibitive or impractical to bring fiber and networks into a new IBX data center;
the possibility of litigation or other claims in connection with, or as a result of, an acquisition, including claims from terminated employees, customers, former stockholders or other third parties;
the possibility that asset divestments may be required in order to obtain regulatory clearance for a transaction; and
the possibility of pre-existing undisclosed liabilities, including, but not limited to, lease or landlord related liability, environmental liability or asbestos liability, for which insurance coverage may be insufficient or unavailable, or other issues not discovered in the diligence process.
The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows. If an acquisition does not proceed or is materially delayed for any reason, the price of our common stock may be adversely impacted and we will not recognize the anticipated benefits of the acquisition.
We cannot assure that the price of any future acquisitions of IBX data centers will be similar to prior IBX data center acquisitions. In fact, we expect costs required to build or render new IBX data centers operational to increase in the future. If our revenue does not keep pace with these potential acquisition and expansion costs, we may not be able to maintain our current or expected margins as we absorb these additional expenses. There is no assurance we would successfully overcome these risks or any other problems encountered with these acquisitions.
There will be numerous challenges associated with the Verizon Data Center integration
On May 1, 2017, we acquired Verizon's colocation business (the "Business"), for a cash purchase price of approximately $3.6 billion. The success of the Verizon Data Center Acquisition will depend, in part, on our ability to successfully integrate the Verizon assets into our business, and realize the anticipated benefits, including synergies and cost savings, from the Verizon Data Center Acquisition. If we are unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected and the value of our common stock may be adversely affected.
We may encounter material challenges in connection with this ongoing integration process, including from, without limitation:
expanding our relationships with U.S. government customers, which will subject us to complex regulatory and compliance requirements and risks with which we have limited experience;
our reliance on transition services from Verizon to operate the Business, and our need to develop sustainable alternative arrangements upon expiration or interruption of those transition services;
retaining key employees, who may experience uncertainty associated with the Verizon Data Center Acquisition and who may depart after the Verizon Data Center Acquisition because of issues relating to the uncertainty and difficulty of the integration or a desire not to remain with us following the Verizon Data Center Acquisition; and
unforeseen expenses or delays associated with the Verizon Data Center Acquisition.
Many of these factors will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy, which could materially impact our business, financial condition and results of operations.
Our substantial debt could adversely affect our cash flows and limit our flexibility to raise additional capital.
We have a significant amount of debt and may need to incur additional debt to support our growth. Additional debt may also be incurred to fund future acquisitions, any future special distributions, regular distributions or the other cash outlays associated with maintaining our qualification for taxation as a REIT. As of December 31, 2017, our total indebtedness (gross of debt issuance cost, debt discount, and debt premium) was approximately $10.2 billion , our stockholders’ equity was $6.8 billion and our cash, cash equivalents, and investments totaled $1.5 billion . In addition, as of December 31, 2017, we had approximately $1.9 billion of additional liquidity available to us from our $2.0 billion revolving credit facility. Some of our debt contains covenants which may limit our operating flexibility. In addition to our substantial debt, we lease a majority of our IBX data centers and certain equipment under non-cancellable lease agreements, some of which are accounted for as operating leases. As of December 31, 2017, our total minimum operating lease commitments under those lease agreements, excluding potential lease renewals, was approximately $1.9 billion , which represents off-balance sheet commitments.

16

Table of Contents

Our substantial amount of debt and related covenants, and our off-balance sheet commitments, could have important consequences. For example, they could:
require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt and in respect of other off-balance sheet arrangements, reducing the availability of our cash flow to fund future capital expenditures, working capital, execution of our expansion strategy and other general corporate requirements;
increase the likelihood of negative outlook from our rating agencies;
make it more difficult for us to satisfy our obligations under our various debt instruments;
increase our cost of borrowing and even limit our ability to access additional debt to fund future growth;
increase our vulnerability to general adverse economic and industry conditions and adverse changes in governmental regulations;
limit our flexibility in planning for, or reacting to, changes in our business and industry, which may place us at a competitive disadvantage compared with our competitors;
limit our operating flexibility through covenants with which we must comply, such as limiting our ability to repurchase shares of our common stock;
limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity, which would also limit our ability to further expand our business; and
make us more vulnerable to increases in interest rates because of the variable interest rates on some of our borrowings to the extent we have not entirely hedged such variable rate debt.
The occurrence of any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition.
We may also need to refinance a portion of our outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing may not be as favorable as the terms of our existing debt. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. These risks could materially adversely affect our financial condition, cash flows and results of operations.
Adverse global economic conditions and credit market uncertainty could adversely impact our business and financial condition.
Adverse global economic conditions and uncertain conditions in the credit markets have created, and in the future may create, uncertainty and unpredictability and add risk to our future outlook. An uncertain global economy could also result in churn in our customer base, reductions in revenues from our offerings, longer sales cycles, slower adoption of new technologies and increased price competition, adversely affecting our liquidity. The uncertain economic environment could also have an impact on our foreign exchange forward contracts if our counterparties’ credit deteriorates or they are otherwise unable to perform their obligations. Finally, our ability to access the capital markets may be severely restricted at a time when we would like, or need, to do so which could have an impact on our flexibility to pursue additional expansion opportunities and maintain our desired level of revenue growth in the future.
Recent political developments related to the U.K.’s referendum on membership in the European Union (the "EU") could have a material adverse effect on our business.
We currently have IBX data centers and employees located in the UK and other European jurisdictions. A referendum was held on June 23, 2016 in the UK to determine whether it should remain in or leave the EU, the outcome of which was a vote in favor of leaving the EU (the "Brexit"). The Brexit has resulted in political and economic instability throughout Europe. There is considerable uncertainty surrounding the exit process, the extent of the UK’s future relationship with the EU, and the longer-term impact of the Brexit on economic conditions in the UK and in the EU. The ongoing instability and uncertainty surrounding the Brexit in the near term, and the final terms reached regarding the Brexit, could have an adverse impact on our business and employees in EMEA and could adversely affect our financial condition and results of operations.
If we cannot effectively manage our international operations, and successfully implement our international expansion plans, our revenues may not increase and our business and results of operations would be harmed.
For the years ended December 31, 2017, 2016 and 2015, we recognized approximately 55% , 57% and 49% , respectively, of our revenues outside the U.S. We currently operate outside of the U.S. in Asia-Pacific, Canada, EMEA and South America.

17

Table of Contents

To date, the network neutrality of our IBX data centers and the variety of networks available to our customers has often been a competitive advantage for us. In certain of our acquired IBX data centers in the Asia-Pacific region the limited number of carriers available reduces that advantage. As a result, we may need to adapt our key revenue-generating offerings and pricing to be competitive in those markets. In addition, we are currently undergoing expansions or evaluating expansion opportunities outside of the U.S. Undertaking and managing expansions in foreign jurisdictions may present unanticipated challenges to us.
Our international operations are generally subject to a number of additional risks, including:
the costs of customizing IBX data centers for foreign countries;
protectionist laws and business practices favoring local competition;
greater difficulty or delay in accounts receivable collection;
difficulties in staffing and managing foreign operations, including negotiating with foreign labor unions or workers’ councils;
difficulties in managing across cultures and in foreign languages;
political and economic instability;
fluctuations in currency exchange rates;
difficulties in repatriating funds from certain countries;
our ability to obtain, transfer, or maintain licenses required by governmental entities with respect to our business;
unexpected changes in regulatory, tax and political environments;
our ability to secure and maintain the necessary physical and telecommunications infrastructure;
compliance with anti-bribery and corruption laws;
compliance with economic and trade sanctions enforced by the Office of Foreign Assets Control of the U.S. Department of Treasury; and
compliance with evolving governmental regulation with which we have little experience.
In addition, compliance with international and U.S. laws and regulations that apply to our international operations increases our cost of doing business in foreign jurisdictions. These laws and regulations include the General Data Protection Regulation (GDPR) and other data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export requirements, economic and trade sanctions, U.S. laws such as the Foreign Corrupt Practices Act and local laws which also prohibit corrupt payments to governmental officials. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, and prohibitions on the conduct of our business. Any such violations could include prohibitions on our ability to offer our offerings in one or more countries, could delay or prevent potential acquisitions, and could also materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business and our operating results. Our success depends, in part, on our ability to anticipate and address these risks and manage these difficulties.
Economic and political uncertainty in developing markets could adversely affect our revenue and earnings.
We conduct business and are contemplating expansion in developing markets with economies and governments that tend to be more volatile than those in the U.S. and Western Europe. The risk of doing business in developing markets such as Brazil, China, Colombia, India, Indonesia, Russia, Turkey, the United Arab Emirates and other economically volatile areas could adversely affect our operations and earnings. Such risks include the financial instability among customers in these regions, political instability, fraud or corruption and other non-economic factors such as irregular trade flows that need to be managed successfully with the help of the local governments. In addition, commercial laws in some developing countries can be vague, inconsistently administered and retroactively applied. If we are deemed not to be in compliance with applicable laws in developing countries where we conduct business, our prospects and business in those countries could be harmed, which could then have a material adverse impact on our results of operations and financial position. Our failure to successfully manage economic, political and other risks relating to doing business in developing countries and economically and politically volatile areas could adversely affect our business.
Terrorist activity throughout the world and military action to counter terrorism could adversely impact our business.
The continued threat of terrorist activity and other acts of war or hostility contribute to a climate of political and economic uncertainty. Due to existing or developing circumstances, we may need to incur additional costs in the future to provide enhanced security, including cyber security, which could have a material adverse effect on our business and results of operations. These circumstances may also adversely affect our ability to attract and retain customers, our ability to raise capital and the operation and maintenance of our IBX data centers.

18

Table of Contents

Sales or issuances of shares of our common stock may adversely affect the market price of our common stock.
Future sales or issuances of common stock or other equity related securities may adversely affect the market price of our common stock, including any shares of our common stock issued to finance capital expenditures, finance acquisitions or repay debt. In August 2017, we established an "at-the-market" stock offering program (the "ATM Program") through which we may, from time to time, issue and sell shares of our common stock having an aggregate gross sales price of up to $750.0 million to or through sales agents. We may also seek authorization to sell additional shares of common stock under the ATM Program once we have reached the $750.0 million limit which would lead to additional dilution for our stockholders. Please see Note 11 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for sales of our common stock under the ATM Program to date.
The market price of our stock may continue to be highly volatile, and the value of an investment in our common stock may decline.
The market price of the shares of our common stock has been and may continue to be highly volatile. General economic and market conditions, and market conditions for telecommunications stocks in general, may affect the market price of our common stock.
Announcements by us or others, or speculations about our future plans, may also have a significant impact on the market price of our common stock. These may relate to:
our operating results or forecasts;
new issuances of equity, debt or convertible debt by us, including through our ATM Program;
increases in market interest rates and changes in other general market and economic conditions, including inflationary concerns;
changes to our capital allocation, tax planning or business strategy;
our qualification for taxation as a REIT and our declaration of distributions to our stockholders;
changes in U.S. or foreign tax laws;
changes in management or key personnel;
developments in our relationships with customers;
announcements by our customers or competitors;
changes in regulatory policy or interpretation;
governmental investigations;
changes in the ratings of our debt or stock by rating agencies or securities analysts;
our purchase or development of real estate and/or additional IBX data centers;
our acquisitions of complementary businesses; or
the operational performance of our IBX data centers.
The stock market has from time to time experienced extreme price and volume fluctuations, which have particularly affected the market prices for telecommunications companies, and which have often been unrelated to their operating performance. These broad market fluctuations may adversely affect the market price of our common stock. One of the factors that investors may consider in deciding whether to buy or sell our common stock is our distribution rate as a percentage of our stock price relative to market interest rates. If market interest rates increase, prospective investors may demand a higher distribution rate or seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and conditions in the capital markets may affect the market value of our common stock. Furthermore, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and/or damages, and divert management’s attention from other business concerns, which could seriously harm our business.
If we are not able to generate sufficient operating cash flows or obtain external financing, our ability to fund incremental expansion plans may be limited.
Our capital expenditures, together with ongoing operating expenses, obligations to service our debt and the cash outlays associated with our REIT distribution requirements, are, and will continue to be, a substantial burden on our cash flow and may decrease our cash balances. Additional debt or equity financing may not be available when needed or, if available, may not be available on satisfactory terms. Our inability to obtain additional debt and/or equity financing or to generate sufficient cash from operations may require us to prioritize projects or curtail capital expenditures which could adversely affect our results of operations.

19

Table of Contents

Fluctuations in foreign currency exchange rates in the markets in which we operate internationally could harm our results of operations.
We may experience gains and losses resulting from fluctuations in foreign currency exchange rates. To date, the majority of revenues and costs in our international operations are denominated in foreign currencies. Where our prices are denominated in U.S. dollars, our sales and revenues could be adversely affected by declines in foreign currencies relative to the U.S. dollar, thereby making our offerings more expensive in local currencies. We are also exposed to risks resulting from fluctuations in foreign currency exchange rates in connection with our international operations. To the extent we are paying contractors in foreign currencies, our operations could cost more than anticipated as a result of declines in the U.S. dollar relative to foreign currencies. In addition, fluctuating foreign currency exchange rates have a direct impact on how our international results of operations translate into U.S. dollars.
Although we currently undertake, and may decide in the future to further undertake, foreign exchange hedging transactions to reduce foreign currency transaction exposure, we do not currently intend to eliminate all foreign currency transaction exposure. In addition, REIT compliance rules may restrict our ability to enter into hedging transactions. Therefore, any weakness of the U.S. dollar may have a positive impact on our consolidated results of operations because the currencies in the foreign countries in which we operate may translate into more U.S. dollars. However, if the U.S. dollar strengthens relative to the currencies of the foreign countries in which we operate, our consolidated financial position and results of operations may be negatively impacted as amounts in foreign currencies will generally translate into fewer U.S. dollars. For additional information on foreign currency risk, refer to our discussion of foreign currency risk in "Quantitative and Qualitative Disclosures About Market Risk" included in Item 7A of this Annual Report on Form 10-K.
Changes in U.S. or foreign tax laws, regulations, or interpretations thereof, including changes to tax rates, may adversely affect our financial statements and cash taxes.
We are a U.S. company with global subsidiaries and are subject to income taxes in the U.S. (although currently limited due to our taxation as a REIT) and many foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. The U.S. government has also recently changed tax laws in the U.S. and the governments of many of the countries in which we operate are actively discussing changes to foreign tax laws. Although we believe that we have adequately assessed and accounted for our potential tax liabilities, and that our tax estimates are reasonable, there can be no certainty that additional taxes will not be due upon audit of our tax returns or as a result of further changes to the tax laws and interpretations thereof. The nature and timing of any future changes to each jurisdiction’s tax laws and the impact on our future tax liabilities cannot be predicted with any accuracy but could materially and adversely impact our results of operations and financial position or cash flows.
We are continuing to invest in our expansion efforts but may not have sufficient customer demand in the future to realize expected returns on these investments.
We are considering the acquisition or lease of additional properties and the construction of new IBX data centers beyond those expansion projects already announced. We will be required to commit substantial operational and financial resources to these IBX data centers, generally 12 to 18 months in advance of securing customer contracts, and we may not have sufficient customer demand in those markets to support these centers once they are built. In addition, unanticipated technological changes could affect customer requirements for data centers, and we may not have built such requirements into our new IBX data centers. Either of these contingencies, if they were to occur, could make it difficult for us to realize expected or reasonable returns on these investments.
Our offerings have a long sales cycle that may harm our revenue and operating results.
A customer’s decision to purchase our offerings typically involves a significant commitment of resources. In addition, some customers will be reluctant to commit to locating in our IBX data centers until they are confident that the IBX data center has adequate carrier connections. As a result, we have a long sales cycle. Furthermore, we may devote significant time and resources to pursuing a particular sale or customer that does not result in revenues. We have also significantly expanded our sales force in recent years, and it will take time for these new hires to become fully productive.
Delays due to the length of our sales cycle may materially and adversely affect our revenues and operating results, which could harm our ability to meet our forecasts and cause volatility in our stock price.
Any failure of our physical infrastructure or offerings, or damage to customer infrastructure within our IBX data centers, could lead to significant costs and disruptions that could reduce our revenue and harm our business reputation and financial results.
Our business depends on providing customers with highly reliable solutions. We must safehouse our customers’ infrastructure and equipment located in our IBX data centers and ensure our IBX data centers and non-IBX offices remain operational. We own

20

Table of Contents

certain of our IBX data centers, but others are leased by us, and we rely on the landlord for basic maintenance of our leased IBX data centers and office buildings. If such landlord has not maintained a leased property sufficiently, we may be forced into an early exit from the center which could be disruptive to our business. Furthermore, we continue to acquire IBX data centers not built by us. If we discover that these buildings and their infrastructure assets are not in the condition we expected when they were acquired, we may be required to incur substantial additional costs to repair or upgrade the centers.
Our office buildings and IBX data centers are subject to failure resulting from, and infrastructure within such IBX data centers is at risk from, numerous factors, including:
human error;
equipment failure;
physical, electronic and cyber security breaches;
fire, earthquake, hurricane, flood, tornado and other natural disasters;
extreme temperatures;
water damage;
fiber cuts;
power loss;
terrorist acts;
sabotage and vandalism; and
failure of business partners who provide our resale products.
Problems at one or more of our IBX data centers, whether or not within our control, could result in service interruptions or significant equipment damage. We have service level commitment obligations to certain of our customers. As a result, service interruptions or significant equipment damage in our IBX data centers could result in difficulty maintaining service level commitments to these customers and potential claims related to such failures. Because our IBX data centers are critical to many of our customers’ businesses, service interruptions or significant equipment damage in our IBX data centers could also result in lost profits or other indirect or consequential damages to our customers. We cannot guarantee that a court would enforce any contractual limitations on our liability in the event that one of our customers brings a lawsuit against us as a result of a problem at one of our IBX data centers and we may decide to reach settlements with affected customers irrespective of any such contractual limitations. Any such settlement may result in a reduction of revenue under U.S. generally accepted accounting principles ("GAAP"). In addition, any loss of service, equipment damage or inability to meet our service level commitment obligations could reduce the confidence of our customers and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenues and our operating results.
Furthermore, we are dependent upon internet service providers, telecommunications carriers and other website operators in the Americas, Asia-Pacific and EMEA regions and elsewhere, some of which have experienced significant system failures and electrical outages in the past. Our customers may in the future experience difficulties due to system failures unrelated to our systems and offerings. If, for any reason, these providers fail to provide the required services, our business, financial condition and results of operations could be materially and adversely impacted.
We are currently making significant investments in our back office information technology systems and processes.  Difficulties from or disruptions to these efforts may interrupt our normal operations and adversely affect our business and operating results.
We have been investing heavily in our back office information technology systems and processes for a number of years and expect such investment to continue for the foreseeable future in support of our pursuit of global, scalable solutions across all geographies and functions that we operate in.  These continuing investments include: 1) ongoing improvements to the customer experience from initial quote to customer billing and our revenue recognition process; 2) integration of recently-acquired operations such as Bit-isle, Inc. ("Bit-isle"), Itconic and the Zenium data center onto our various information technology systems; and 3) implementation of new tools and technologies to either further streamline and automate processes, such as our fixed asset procure to disposal process, or to support our compliance with evolving U.S. GAAP, such as the new revenue accounting and leasing standards.  As a result of our continued work on these projects, we may experience difficulties with our systems, management distraction and significant business disruptions. For example, difficulties with our systems may interrupt our ability to accept and deliver customer orders and may adversely impact our overall financial operations, including our accounts payable, accounts receivables, general ledger, fixed assets, revenue recognition, close processes, internal financial controls and our ability to otherwise run and track our business. We may need to expend significant attention, time and resources to correct problems or find alternative sources for performing these functions. All of these changes to our financial systems also create an increased risk of deficiencies in our internal controls over financial reporting until such systems are stabilized. Such significant investments in our back office

21

Table of Contents

systems may take longer to complete and cost more than originally planned. In addition, we may not realize the full benefits we hoped to achieve and there is a risk of an impairment charge if we decide that portions of these projects will not ultimately benefit the company or are de-scoped. Finally, the collective impact of these changes to our business has placed significant demands on impacted employees across multiple functions, increasing the risk of errors and control deficiencies in our financial statements, distraction from the effective operation of our business and difficulty in attracting and retaining employees. Any such difficulties or disruptions may adversely affect our business and operating results.
Inadequate external and internal information, including budget and planning data, could prove to be inaccurate and lead to inaccurate financial forecasts and inappropriate financial decisions.
Our financial forecasts are dependent on estimates and assumptions including budget and planning data, market growth, foreign exchange rates, our ability to remain qualified for taxation as a REIT, and our ability to generate sufficient cash flow to reinvest in the business, fund internal growth, make acquisitions, pay dividends and meet our debt obligations. Our financial projections are based on historical experience and on various other assumptions that our management believes to be reasonable under the circumstances and at the time they are made. However, if our external and internal information is inadequate, our actual results may differ materially from our forecasts and cause us to make inappropriate financial decisions. Any material variation between our financial forecasts and our actual results may also adversely affect our future profitability, stock price and stockholder confidence.
The level of insurance coverage that we purchase may prove to be inadequate.
We carry liability, property, business interruption and other insurance policies to cover insurable risks to our company. We select the types of insurance, the limits and the deductibles based on our specific risk profile, the cost of the insurance coverage versus its perceived benefit and general industry standards. Our insurance policies contain industry standard exclusions for events such as war and nuclear reaction. We purchase minimal levels of earthquake insurance for certain of our IBX data centers, but for most of our data centers, including many in California, we have elected to self-insure. The earthquake and flood insurance that we do purchase would be subject to high deductibles. Any of the limits of insurance that we purchase, including those for cyber risks, could prove to be inadequate, which could materially and adversely impact our business, financial condition and results of operations.
Our construction of additional new IBX data centers or IBX data center expansions could involve significant risks to our business.
In order to sustain our growth in certain of our existing and new markets, we must expand an existing data center, lease a new facility or acquire suitable land, with or without structures, to build new IBX data centers from the ground up. Expansions or new builds are currently underway, or being contemplated, in many of our markets. Any related construction requires us to carefully select and rely on the experience of one or more designers, general contractors, and associated subcontractors during the design and construction process. Should a designer, general contractor or significant subcontractor experience financial or other problems during the design or construction process, we could experience significant delays, increased costs to complete the project and/or other negative impacts to our expected returns.
Site selection is also a critical factor in our expansion plans. There may not be suitable properties available in our markets with the necessary combination of high power capacity and fiber connectivity, or selection may be limited. Thus, while we may prefer to locate new IBX data centers adjacent to our existing locations it may not always be possible. In the event we decide to build new IBX data centers separate from our existing IBX data centers, we may provide interconnection solutions to connect these two centers. Should these solutions not provide the necessary reliability to sustain connection, this could result in lower interconnection revenue and lower margins and could have a negative impact on customer retention over time.
Environmental regulations may impose upon us new or unexpected costs.
Environmental regulations may impose upon us new or unexpected costs. We are subject to various federal, state, local and international environmental and health and safety laws and regulations, including those relating to the generation, storage, handling and disposal of hazardous substances and wastes. Certain of these laws and regulations also impose joint and several liability, without regard to fault, for investigation and cleanup costs on current and former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment. Our operations involve the use of hazardous substances and materials such as petroleum fuel for emergency generators, as well as batteries, cleaning solutions and other materials. In addition, we lease, own or operate real property at which hazardous substances and regulated materials have been used in the past. At some of our locations, hazardous substances or regulated materials are known to be present in soil or groundwater, and there may be additional unknown hazardous substances or regulated materials present at sites we own, operate or lease. At some of our locations, there are land use restrictions in place relating to earlier environmental cleanups that do not materially limit our use of the sites. To the extent any hazardous substances or any other substance or material must be cleaned up or removed from our

22

Table of Contents

property, we may be responsible under applicable laws, regulations or leases for the removal or cleanup of such substances or materials, the cost of which could be substantial.
Electricity is a material cost in connection with our business, and an increase in the cost of electricity could adversely affect us. The generators that provide electricity to our facilities are subject to environmental laws, regulations and permit requirements that are subject to material change, which could result in increases in generators’ compliance costs that may be passed through to us. Regulations recently promulgated by the U.S. EPA could limit air emissions from power plants, restrict discharges of cooling water, and otherwise impose new operational restraints on conventional power plants that could increase costs of electricity. In addition, we are directly subject to environmental, health and safety laws regulating air emissions, storm water management and other issues arising in our business. For example, our emergency generators are subject to state and federal regulations governing air pollutants, which could limit the operation of those generators or require the installation of new pollution control technologies. While environmental regulations do not normally impose material costs upon our operations, unexpected events, equipment malfunctions, human error and changes in law or regulations, among other factors, can lead to violations of environmental laws, regulations or permits, and to additional unexpected operational limitations or costs.
Regulation of greenhouse gas ("GHG") emissions could increase the cost of electricity by reducing amounts of electricity generated from fossil fuels, by requiring the use of more expensive generating methods or by imposing taxes or fees upon electricity generation or use. The U.S. EPA initially published a regulation in October 2015, called the "Clean Power Plan," that was intended to reduce GHG emissions from existing fossil fuel-fired power plants by 32 percent from 2005 levels by 2030. In October 2017, the EPA proposed to repeal that Clean Power Plan and replace it with another regulation that would address GHG emissions from fossil fuel-fired plant. The EPA has not yet issued a replacement regulation. While we do not expect these regulatory developments to materially increase our costs of electricity, the costs remain difficult to predict or estimate.
State regulations also have the potential to increase our costs of obtaining electricity. While GHG regulation at the federal level is unlikely in the near future, certain states, like California, also have issued or may enact environmental regulations that could materially affect our facilities and electricity costs. California has limited GHG emissions from new and existing conventional power plants by imposing regulatory caps and by selling or auctioning the rights to emission allowances. Washington, Oregon and Massachusetts have issued regulations to implement similar carbon cap and trade programs. Some other states limit carbon emissions through the Regional Greenhouse Gas Initiative ("RGGI") cap and trade program. State programs have not had a material adverse effect on our electricity costs to date, but due to the market-driven nature of some of the programs, could do so in the future. Such laws and regulations are also subject to change at any time.
Aside from regulatory requirements, we have separately undertaken to procure energy from renewable energy projects in order to support new renewables development. The costs of procuring such energy may exceed the costs of procuring electricity from existing sources, such as existing utilities or electric service provided through conventional grids. These efforts to support and enhance renewable electricity generation may increase our costs of electricity above those that would be incurred through procurement of conventional electricity from existing sources.
If we are unable to recruit or retain qualified personnel, including a new CEO, our business could be harmed .
On January 19, 2018, our then President and Chief Executive Officer ("CEO"), Steve Smith, resigned from his positions at Equinix. Our Executive Chairman, Peter Van Camp, is serving as interim CEO. While we intend to find a permanent replacement for the CEO role, we cannot assure you that we will be able to secure such replacement in a timely manner. Even though we are confident in the interim leadership of Mr. Van Camp, any disruption resulting from Mr. Smith’s departure may adversely impact our customer relationships, employee morale and our business.
Additionally, we must continue to identify, hire, train and retain IT professionals, technical engineers, operations employees, and sales, marketing, finance and senior management personnel who maintain relationships with our customers and who can provide the technical, strategic and marketing skills required for our company to grow. There is a shortage of qualified personnel in these fields, and we compete with other companies for the limited pool of talent.
The failure to recruit and retain necessary personnel, including, but not limited to, a new CEO, could harm our business and our ability to grow our company.
We may not be able to compete successfully against current and future competitors.
We must continue to evolve our product strategy and be able to differentiate our IBX data centers and product offerings from those of our competitors. In addition to competing with other neutral colocation providers, we compete with traditional colocation providers, including telecommunications companies, carriers, internet service providers, managed services providers and large REITs who also operate in our market and may enjoy a cost advantage in providing offerings similar to those provided by our IBX data centers. We may experience competition from our landlords which could also reduce the amount of space available to us for

23

Table of Contents

expansion in the future. Rather than leasing available space in our buildings to large single tenants, they may decide to convert the space instead to smaller square foot units designed for multi-tenant colocation use, blurring the line between retail and wholesale space. We may also face competition from existing competitors or new entrants to the market seeking to replicate our global IBX data center concept by building or acquiring data centers, offering colocation on neutral terms or by replicating our strategy and messaging. Finally, customers may also decide it is cost-effective for them to build out their own data centers. Once customers have an established data center footprint, either through a relationship with one of our competitors or through in-sourcing, it may be extremely difficult to convince them to relocate to our IBX data centers.
Some of our competitors may adopt aggressive pricing policies, especially if they are not highly leveraged or have lower return thresholds than we do. As a result, we may suffer from pricing pressure that would adversely affect our ability to generate revenues. Some of these competitors may also provide our target customers with additional benefits, including bundled communication services or cloud services, and may do so in a manner that is more attractive to our potential customers than obtaining space in our IBX data centers. Similarly, with growing acceptance of cloud-based technologies, we are at risk of losing customers that may decide to fully leverage cloud infrastructure offerings instead of managing their own. Competitors could also operate more successfully or form alliances to acquire significant market share.
Finally, as our customers evolve their IT strategies, we must remain flexible and evolve along with industry and market shifts. Ineffective planning and execution in our cloud strategy and product development lifecycle may cause difficulty in sustaining competitive advantage in our products and services.
Failure to compete successfully may materially adversely affect our financial condition, cash flows and results of operations.
Our business could be harmed by prolonged power outages or shortages, increased costs of energy or general lack of availability of electrical resources.
Our IBX data centers are susceptible to regional costs of power, power shortages, planned or unplanned power outages and limitations, especially internationally, on the availability of adequate power resources.
Power outages, such as those relating to large storms, earthquakes, fires and tsunamis, could harm our customers and our business. We attempt to limit our exposure to system downtime by using backup generators and power supplies; however, we may not be able to limit our exposure entirely even with these protections in place. Some of our IBX data centers are located in leased buildings where, depending upon the lease requirements and number of tenants involved, we may or may not control some or all of the infrastructure including generators and fuel tanks. As a result, in the event of a power outage, we may be dependent upon the landlord, as well as the utility company, to restore the power.
In addition, global fluctuations in the price of power can increase the cost of energy, and although contractual price increase clauses exist in the majority of our customer agreements, we may not always choose to pass these increased costs on to our customers.
In each of our markets, we rely on third parties to provide a sufficient amount of power for current and future customers. At the same time, power and cooling requirements are growing on a per unit basis. As a result, some customers are consuming an increasing amount of power per cabinet. We generally do not control the amount of power our customers draw from their installed circuits. This means that we could face power limitations in our IBX data centers. This could have a negative impact on the effective available capacity of a given center and limit our ability to grow our business, which could have a negative impact on our financial performance, operating results and cash flows.
We may also have difficulty obtaining sufficient power capacity for potential expansion sites in new or existing markets. We may experience significant delays and substantial increased costs demanded by the utilities to provide the level of electrical service required by our current IBX data center designs.
If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.
Our most recent evaluation of our controls resulted in our conclusion that, as of December 31, 2017, in compliance with Section 404 of the Sarbanes-Oxley Act of 2002, our internal controls over financial reporting were effective. Our ability to manage our operations and growth, through, for example, the integration of Bit-isle, Telecity Group plc ("TelecityGroup") and the Verizon Data Center Acquisition, the adoption of new accounting principles and tax laws, and our overhaul of our back office systems that, for example, support the customer experience from initial quote to customer billing and our revenue recognition process, will require us to further develop our controls and reporting systems and implement or amend new or existing controls and reporting systems in those areas where the implementation and integration is still ongoing. All of these changes to our financial systems and the implementation and integration of acquisitions create an increased risk of deficiencies in our internal controls over financial reporting. If, in the future, our internal control over financial reporting is found to be ineffective, or if a material weakness is

24

Table of Contents

identified in our controls over financial reporting, our financial results may be adversely affected. Investors may also lose confidence in the reliability of our financial statements which could adversely affect our stock price.
The use of high power density equipment may limit our ability to fully utilize our older IBX data centers.
Some customers have increased their use of high power density equipment, such as blade servers, in our IBX data centers which has increased the demand for power on a per cabinet basis. Because many of our IBX data centers were built a number of years ago, the current demand for power may exceed the designed electrical capacity in these centers. As power, not space, is a limiting factor in many of our IBX data centers, our ability to fully utilize those IBX data centers may be limited. The ability to increase the power capacity of an IBX data center, should we decide to, is dependent on several factors including, but not limited to, the local utility’s ability to provide additional power; the length of time required to provide such power; and/or whether it is feasible to upgrade the electrical infrastructure of an IBX data center to deliver additional power to customers. Although we are currently designing and building to a higher power specification than that of many of our older IBX data centers, there is a risk that demand will continue to increase and our IBX data centers could become underutilized sooner than expected.
Our operating results may fluctuate.
We have experienced fluctuations in our results of operations on a quarterly and annual basis. The fluctuations in our operating results may cause the market price of our common stock to be volatile. We may experience significant fluctuations in our operating results in the foreseeable future due to a variety of factors, including, but not limited to:
fluctuations of foreign currencies in the markets in which we operate;
the timing and magnitude of depreciation and interest expense or other expenses related to the acquisition, purchase or construction of additional IBX data centers or the upgrade of existing IBX data centers;
demand for space, power and services at our IBX data centers;
changes in general economic conditions, such as an economic downturn, or specific market conditions in the telecommunications and internet industries, both of which may have an impact on our customer base;
charges to earnings resulting from past acquisitions due to, among other things, impairment of goodwill or intangible assets, reduction in the useful lives of intangible assets acquired, identification of additional assumed contingent liabilities or revised estimates to restructure an acquired company’s operations;
the duration of the sales cycle for our offerings and our ability to ramp our newly-hired sales persons to full productivity within the time period we have forecasted;
restructuring charges or reversals of restructuring charges, which may be necessary due to revised sublease assumptions, changes in strategy or otherwise;
acquisitions or dispositions we may make;
the financial condition and credit risk of our customers;
the provision of customer discounts and credits;
the mix of current and proposed products and offerings and the gross margins associated with our products and offerings;
the timing required for new and future IBX data centers to open or become fully utilized;
competition in the markets in which we operate;
conditions related to international operations;
increasing repair and maintenance expenses in connection with aging IBX data centers;
lack of available capacity in our existing IBX data centers to generate new revenue or delays in opening new or acquired IBX data centers that delay our ability to generate new revenue in markets which have otherwise reached capacity;
changes in rent expense as we amend our IBX data center leases in connection with extending their lease terms when their initial lease term expiration dates approach or changes in shared operating costs in connection with our leases, which are commonly referred to as common area maintenance expenses;
the timing and magnitude of other operating expenses, including taxes, expenses related to the expansion of sales, marketing, operations and acquisitions, if any, of complementary businesses and assets;
the cost and availability of adequate public utilities, including power;
changes in employee stock-based compensation;
overall inflation;
increasing interest expense due to any increases in interest rates and/or potential additional debt financings;
changes in our tax planning strategies or failure to realize anticipated benefits from such strategies;

25

Table of Contents

changes in income tax benefit or expense; and
changes in or new GAAP as periodically released by the Financial Accounting Standards Board ("FASB").
Any of the foregoing factors, or other factors discussed elsewhere in this report, could have a material adverse effect on our business, results of operations and financial condition. Although we have experienced growth in revenues in recent quarters, this growth rate is not necessarily indicative of future operating results. Prior to 2008, we had generated net losses every fiscal year since inception. It is possible that we may not be able to generate net income on a quarterly or annual basis in the future. In addition, a relatively large portion of our expenses are fixed in the short-term, particularly with respect to lease and personnel expenses, depreciation and amortization and interest expenses. Therefore, our results of operations are particularly sensitive to fluctuations in revenues. As such, comparisons to prior reporting periods should not be relied upon as indications of our future performance. In addition, our operating results in one or more future quarters may fail to meet the expectations of securities analysts or investors.
Our days sales outstanding ("DSO") may be negatively impacted by process and system upgrades and acquisitions.
Our DSO may be negatively impacted by ongoing process and system upgrades which can impact our customer's experience in the short term, together with integrating recent acquisitions into our processes and systems, which may have a negative impact on our operating cash flows, liquidity and financial performance.
Our reported financial results may be adversely affected by changes in U.S. GAAP.
We prepare our consolidated financial statements in conformity with U.S. GAAP. A change in these principles can have a significant effect on our reported financial position and financial results. In addition, the adoption of new or revised accounting principles may require that we make changes to our systems, processes and controls. For example, we are currently in the process of evaluating the newly issued accounting standards for revenue recognition and leasing, which could have a significant effect on our reported financial results, cause unexpected financial reporting fluctuations or require us to make costly changes to our operational processes and accounting systems upon or following the adoption of these standards. For additional information regarding the accounting standard updates, see "Accounting Standards Not Yet Adopted" and "Accounting Standards Adopted" sections of Note 1 of Notes in Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
We may incur goodwill and other intangible asset impairment charges, or impairment charges to our property, plant and equipment, which could result in a significant reduction to our earnings.
In accordance with U.S. GAAP, we are required to assess our goodwill and other intangible assets annually, or more frequently whenever events or changes in circumstances indicate potential impairment, such as changing market conditions or any changes in key assumptions. If the testing performed indicates that an asset may not be recoverable, we are required to record a non-cash impairment charge for the difference between the carrying value of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made.
We also monitor the remaining net book values of our property, plant and equipment periodically, including at the individual IBX data center level. Although each individual IBX data center is currently performing in line with our expectations, the possibility that one or more IBX data centers could begin to under-perform relative to our expectations is possible and may also result in non-cash impairment charges.
These charges could be significant, which could have a material adverse effect on our business, results of operations or financial condition.
We have incurred substantial losses in the past and may incur additional losses in the future.
As of December 31, 2017, our retained earnings were $252.7 million . Although we have generated net income for each fiscal year since 2008, except for the year ended December 31, 2014, we are currently investing heavily in our future growth through the build out of multiple additional IBX data centers and IBX data center expansions as well as acquisitions of complementary businesses. As a result, we will incur higher depreciation and other operating expenses, as well as acquisition costs and interest expense, that may negatively impact our ability to sustain profitability in future periods unless and until these new IBX data centers generate enough revenue to exceed their operating costs and cover our additional overhead needed to scale our business for this anticipated growth. The current global financial uncertainty may also impact our ability to sustain profitability if we cannot generate sufficient revenue to offset the increased costs of our recently-opened IBX data centers or IBX data centers currently under construction. In addition, costs associated with the acquisition and integration of any acquired companies, as well as the additional interest expense associated with debt financing we have undertaken to fund our growth initiatives, may also negatively impact our ability to sustain profitability. Finally, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability on a quarterly or annual basis.

26

Table of Contents

The failure to obtain favorable terms when we renew our IBX data center leases, or the failure to renew such leases, could harm our business and results of operations.
While we own certain of our IBX data centers, others are leased under long-term arrangements with lease terms expiring at various dates through 2065 . These leased centers have all been subject to significant development by us in order to convert them from, in most cases, vacant buildings or warehouses into IBX data centers. Most of our IBX data center leases have renewal options available to us. However, many of these renewal options provide for the rent to be set at then-prevailing market rates. To the extent that then-prevailing market rates or negotiated rates are higher than present rates, these higher costs may adversely impact our business and results of operations, or we may decide against renewing the lease. In the event that an IBX data center lease does not have a renewal option, or we fail to exercise a renewal option in a timely fashion and lose our right to renew the lease, we may not be successful in negotiating a renewal of the lease with the landlord. A failure to renew a lease could force us to exit a building prematurely, which could be disruptive to our business, harm our customer relationships, expose us to liability under our customer contracts, cause us to take impairment charges and negatively affect our operating results.
We depend on a number of third parties to provide internet connectivity to our IBX data centers; if connectivity is interrupted or terminated, our operating results and cash flow could be materially and adversely affected.
The presence of diverse telecommunications carriers’ fiber networks in our IBX data centers is critical to our ability to retain and attract new customers. We are not a telecommunications carrier, and as such, we rely on third parties to provide our customers with carrier services. We believe that the availability of carrier capacity will directly affect our ability to achieve our projected results. We rely primarily on revenue opportunities from the telecommunications carriers’ customers to encourage them to invest the capital and operating resources required to connect from their centers to our IBX data centers. Carriers will likely evaluate the revenue opportunity of an IBX data center based on the assumption that the environment will be highly competitive. We cannot provide assurance that each and every carrier will elect to offer its services within our IBX data centers or that once a carrier has decided to provide internet connectivity to our IBX data centers that it will continue to do so for any period of time.
Our new IBX data centers require construction and operation of a sophisticated redundant fiber network. The construction required to connect multiple carrier facilities to our IBX data centers is complex and involves factors outside of our control, including regulatory processes and the availability of construction resources. Any hardware or fiber failures on this network may result in significant loss of connectivity to our new IBX data center expansions. This could affect our ability to attract new customers to these IBX data centers or retain existing customers.
If the establishment of highly diverse internet connectivity to our IBX data centers does not occur, is materially delayed or is discontinued, or is subject to failure, our operating results and cash flow will be adversely affected.
We may be vulnerable to security breaches which could disrupt our operations and have a material adverse effect on our financial performance and operating results.
We face risks associated with unauthorized access to our computer systems, loss or destruction of data, computer viruses, malware, distributed denial-of-service attacks, or other malicious activities. These threats may result from human error, equipment failure, or fraud or malice on the part of employees or third parties. A party who is able to compromise the security measures on our networks or the security of our infrastructure could misappropriate either our proprietary information or the personal information of our customers or our employees, or cause interruptions or malfunctions in our operations or our customers’ operations. As we provide assurances to our customers that we provide a high level of security, such a compromise could be particularly harmful to our brand and reputation. We may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by breaches in security. As techniques used to breach security change frequently, and are generally not recognized until launched against a target, we may not be able to promptly detect that a cyber breach has occurred, or implement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be circumvented. Any breaches that may occur could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, damage relating to loss of proprietary information, harm to our reputation and increases in our security costs, which could have a material adverse effect on our financial performance and operating results. We maintain insurance coverage for cyber risks but such coverage may be unavailable or insufficient to cover our losses.    
We offer professional services to our customers where we consult on data center solutions and assist with implementations. We also offer managed services in certain of our foreign jurisdictions outside of the U.S. where we manage the data center infrastructure for our customers. The access gained from these services to our clients’ networks and data creates some risk that our clients' networks or data will be improperly accessed. We may also design our clients’ cloud storage systems in such a way that exposes our clients to increased risk of data breach.  If Equinix were held to be responsible for any such a breach, it could result in a significant loss to Equinix, including damage to Equinix’s client relationships, harm to our brand and reputation, and legal liability.

27

Table of Contents

We have government customers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.
We derive revenues from contracts with the U.S. government, state and local governments and foreign governments. Some of these customers may terminate all or part of their contracts at any time, without cause. There is increased pressure for governments and their agencies, both domestically and internationally, to reduce spending. Some of our federal government contracts are subject to the approval of appropriations being made by the U.S. Congress to fund the expenditures under these contracts. Similarly, some of our contracts at the state and local levels are subject to government funding authorizations.
Additionally, government contracts often have unique terms and conditions, such as most favored customer obligations, and are generally subject to audits and investigations which could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.
Because we depend on the development and growth of a balanced customer base, including key magnet customers, failure to attract, grow and retain this base of customers could harm our business and operating results.
Our ability to maximize revenues depends on our ability to develop and grow a balanced customer base, consisting of a variety of companies, including enterprises, cloud, digital content and financial companies, and network service providers. We consider certain of these customers to be key magnets in that they draw in other customers. The more balanced the customer base within each IBX data center, the better we will be able to generate significant interconnection revenues, which in turn increases our overall revenues. Our ability to attract customers to our IBX data centers will depend on a variety of factors, including the presence of multiple carriers, the mix of our offerings, the overall mix of customers, the presence of key customers attracting business through vertical market ecosystems, the IBX data center’s operating reliability and security and our ability to effectively market our offerings. However, some of our customers may face competitive pressures and may ultimately not be successful or may be consolidated through merger or acquisition. If these customers do not continue to use our IBX data centers it may be disruptive to our business. Finally, the uncertain global economic climate may harm our ability to attract and retain customers if customers slow spending, or delay decision-making on our offerings, or if customers begin to have difficulty paying us and we experience increased churn in our customer base. Any of these factors may hinder the development, growth and retention of a balanced customer base and adversely affect our business, financial condition and results of operations.
We may be subject to securities class action and other litigation, which may harm our business and results of operations.
We may be subject to securities class action or other litigation. For example, securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities. Litigation can be lengthy, expensive, and divert management’s attention and resources. Results cannot be predicted with certainty and an adverse outcome in litigation could result in monetary damages or injunctive relief. Further, any payments made in settlement may directly reduce our revenue under U.S. GAAP and could negatively impact our operating results for the period.  For all of these reasons, litigation could seriously harm our business, results of operations, financial condition or cash flows.
We may not be able to protect our intellectual property rights.
We cannot make assurances that the steps taken by us to protect our intellectual property rights will be adequate to deter misappropriation of proprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. We also are subject to the risk of litigation alleging infringement of third-party intellectual property rights. Any such claims could require us to spend significant sums in litigation, pay damages, develop non-infringing intellectual property, or acquire licenses to the intellectual property that is the subject of the alleged infringement.
Government regulation may adversely affect our business.
Various laws and governmental regulations, both in the U.S. and abroad, governing internet-related services, related communications services and information technologies remain largely unsettled, even in areas where there has been some legislative action. For example, the Federal Communications Commission ("FCC") recently overturned network neutrality rules, which may result in material changes in the regulations and contribution regime affecting us and our customers. Furthermore, the U.S. Congress and state legislatures are reviewing and considering changes to the new FCC rules making the future of network neutrality and its impact on Equinix uncertain. There may also be forthcoming regulation in the U.S. in the areas of cybersecurity, data privacy and data security, any of which could impact Equinix and our customers. Similarly, data privacy regulations outside of the U.S. continue to evolve and must be addressed by Equinix as a global company.
Likewise, as part of a review of the current equity market structure, the Securities and Exchange Commission and the Commodity Futures Trading Commission ("CFTC") have both sought comments regarding the regulation of independent data

28

Table of Contents

centers, such as us, which provide colocation for financial markets and exchanges. In the past, the CFTC has also considered regulation of companies that use automated and high-frequency trading systems. Any such regulation may ultimately affect our provision of offerings.
We remain focused on whether and how existing and changing laws, such as those governing intellectual property, privacy, libel, telecommunications services, data flows/data localization and taxation apply to the internet and to related offerings such as ours; and substantial resources may be required to comply with regulations or bring any non-compliant business practices into compliance with such regulations. In addition, the continuing development of the market for online commerce and the displacement of traditional telephony service by the internet and related communications services may prompt an increased call for more stringent consumer protection laws or other regulation both in the U.S. and abroad that may impose additional burdens on companies conducting business online and their service providers.
The adoption, or modification of laws or regulations relating to the internet and our business, or interpretations of existing laws, could have a material adverse effect on our business, financial condition and results of operations.
Industry consolidation may have a negative impact on our business model.
If customers combine businesses, they may require less colocation space, which could lead to churn in our customer base. Regional competitors may also consolidate to become a global competitor. Consolidation of our customers and/or our competitors may present a risk to our business model and have a negative impact on our revenues.
We have various mechanisms in place that may discourage takeover attempts.
Certain provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a third party from acquiring control of us in a merger, acquisition or similar transaction that a stockholder may consider favorable. Such provisions include:
ownership limitations and transfer restrictions relating to our stock that are intended to facilitate our compliance with certain REIT rules relating to share ownership;
authorization for the issuance of "blank check" preferred stock;
the prohibition of cumulative voting in the election of directors;
limits on the persons who may call special meetings of stockholders;
limits on stockholder action by written consent; and
advance notice requirements for nominations to the Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings.
In addition, Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders in certain situations, may also discourage, delay or prevent someone from acquiring or merging with us.
Risks Related to Our Taxation as a REIT
We may not remain qualified for taxation as a REIT.
We have elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our 2015 taxable year. We believe that our organization and method of operation comply with the rules and regulations promulgated under the Internal Revenue Code of 1986, as amended (the "Code"), such that we will continue to qualify for taxation as a REIT. However, we cannot assure you that we have qualified for taxation as a REIT or that we will remain so qualified. Qualification for taxation as a REIT involves the application of highly technical and complex provisions of the Code to our operations as well as various factual determinations concerning matters and circumstances not entirely within our control. There are limited judicial or administrative interpretations of applicable REIT provisions.
If, in any taxable year, we fail to remain qualified for taxation as a REIT and are not entitled to relief under the Code:
we will not be allowed a deduction for distributions to stockholders in computing our taxable income;
we will be subject to federal and state income tax on our taxable income at regular corporate income tax rates; and
we would not be eligible to elect REIT status again until the fifth taxable year that begins after the first year for which we failed to qualify for taxation as a REIT.
Any such corporate tax liability could be substantial and would reduce the amount of cash available for other purposes. If we fail to remain qualified for taxation as a REIT, we may need to borrow additional funds or liquidate some investments to pay any additional tax liability. Accordingly, funds available for investment and distributions to stockholders could be reduced.

29

Table of Contents

As a REIT, failure to make required distributions would subject us to federal corporate income tax.
We paid quarterly distributions in 2017. The amount, timing and form of any future distributions will be determined, and will be subject to adjustment, by our Board of Directors. To remain qualified for taxation as a REIT, we are generally required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gain) each year, or in limited circumstances, the following year, to our stockholders. Generally, we expect to distribute all or substantially all of our REIT taxable income. If our cash available for distribution falls short of our estimates, we may be unable to maintain distributions that approximate our REIT taxable income and may fail to remain qualified for taxation as a REIT. In addition, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, interest expense deductions limited by Section 163(j) of the Code, the creation of reserves or required debt service or amortization payments.
To the extent that we satisfy the 90% distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax on our undistributed taxable income if the actual amount that we distribute to our stockholders for a calendar year is less than the minimum amount specified under the Code.
We may be required to borrow funds, sell assets or raise equity to satisfy our REIT distribution requirements.
Due to the size and timing of future distributions, including any distributions made to satisfy REIT distribution requirements, we may need to borrow funds, sell assets or raise equity, even if the then-prevailing market conditions are not favorable for these borrowings, sales or offerings.
Any insufficiency of our cash flows to cover our REIT distribution requirements could adversely impact our ability to raise short- and long-term debt, to sell assets, or to offer equity securities in order to fund distributions required to maintain our qualification and taxation as a REIT. Furthermore, the REIT distribution requirements may increase the financing we need to fund capital expenditures, future growth and expansion initiatives. This would increase our indebtedness. A significant increase in our outstanding debt could lead to a downgrade of our credit rating. A downgrade of our credit rating could negatively impact our ability to access credit markets. Further, certain of our current debt instruments limit the amount of indebtedness we and our subsidiaries may incur. Significantly more financing, therefore, may be unavailable, more expensive or restricted by the terms of our outstanding indebtedness. For a discussion of risks related to our substantial level of indebtedness, see other risks described elsewhere in this Form 10-K.
Whether we issue equity, at what price and the amount and other terms of any such issuances will depend on many factors, including alternative sources of capital, our then-existing leverage, our need for additional capital, market conditions and other factors beyond our control. If we raise additional funds through the issuance of equity securities or debt convertible into equity securities, the percentage of stock ownership by our existing stockholders may be reduced. In addition, new equity securities or convertible debt securities could have rights, preferences and privileges senior to those of our current stockholders, which could substantially decrease the value of our securities owned by them. Depending on the share price we are able to obtain, we may have to sell a significant number of shares in order to raise the capital we deem necessary to execute our long-term strategy, and our stockholders may experience dilution in the value of their shares as a result.
Complying with REIT requirements may limit our flexibility or cause us to forgo otherwise attractive opportunities.
To remain qualified for taxation as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets and the amounts we distribute to our stockholders. For example, under the Code, no more than 20% of the value of the assets of a REIT may be represented by securities of one or more TRSs. Similar rules apply to other nonqualifying assets. These limitations may affect our ability to make large investments in other non-REIT qualifying operations or assets. In addition, in order to maintain our qualification for taxation as a REIT, we must distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. Even if we maintain our qualification for taxation as a REIT, we will be subject to U.S. federal income tax at regular corporate income tax rates for our undistributed REIT taxable income, as well as U.S. federal income tax at regular corporate income tax rates for income recognized by our TRSs. Because of these distribution requirements, we will likely not be able to fund future capital needs and investments from operating cash flow. As such, compliance with REIT tests may hinder our ability to make certain attractive investments, including the purchase of significant nonqualifying assets and the material expansion of non-real estate activities.

30

Table of Contents

Our ability to fully deduct our interest expense may be limited, or we may be required to adjust the tax depreciation of our real property in order to maintain the full deductibility of our interest expense.
December 2017 amendments to the Code limit interest deductions for businesses, whether in corporate or passthrough form, to the sum of the taxpayer’s business interest income for the tax year and 30% of the taxpayer’s adjusted taxable income for that tax year. This limitation does not apply to an "electing real property trade or business". We have not yet determined whether we or any of our subsidiaries will elect out of the new interest expense limitation or whether each of our subsidiaries is eligible to elect out, although legislative history indicates that a real property trade or business includes a trade or business conducted by a corporation or a REIT. Depreciable real property (including specified improvements) held by electing real property trades or businesses must be depreciated for U.S. federal income tax purposes under the alternative depreciation system of the Code, which generally imposes a class life for depreciable real property as long as forty years.
As a REIT, we are limited in our ability to fund distribution payments using cash generated through our TRSs.
Our ability to receive distributions from our TRSs is limited by the rules with which we must comply to maintain our qualification for taxation as a REIT. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from real estate. Consequently, no more than 25% of our gross income may consist of dividend income from our TRSs and other nonqualifying types of income. Thus, our ability to receive distributions from our TRSs may be limited, and may impact our ability to fund distributions to our stockholders using cash flows from our TRSs. Specifically, if our TRSs become highly profitable, we might become limited in our ability to receive net income from our TRSs in an amount required to fund distributions to our stockholders commensurate with that profitability.
In addition, a significant amount of our income and cash flows from our TRSs is generated from our international operations. In many cases, there are local withholding taxes and currency controls that may impact our ability or willingness to repatriate funds to the United States to help satisfy REIT distribution requirements.
Our extensive use of TRSs, including for certain of our international operations, may cause us to fail to remain qualified for taxation as a REIT.
Our operations include an extensive use of TRSs. The net income of our TRSs is not required to be distributed to us, and income that is not distributed to us generally is not subject to the REIT income distribution requirement. However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes (1) the fair market value of our securities in our TRSs to exceed 20% of the fair market value of our assets or (2) the fair market value of our securities in our TRSs and other nonqualifying assets to exceed 25% of the fair market value of our assets, then we will fail to remain qualified for taxation as a REIT. Further, a substantial portion of our TRSs are overseas, and a material change in foreign currency rates could also negatively impact our ability to remain qualified for taxation as a REIT.
December 2017 amendments to the Code have imposed limitations on the ability of our TRSs to utilize specified income tax deductions, including limits on the use of net operating losses and limits on the deductibility of interest expense. Further, these amendments made substantial changes to the taxation of international income. Some of these changes did not contemplate unintended consequences of such reforms on REITs with global operations, and we may be required to recognize income on account of the activities of our foreign TRSs that may not be treated as qualifying income for purposes of the REIT gross income tests that we are required to satisfy.
Our cash distributions are not guaranteed and may fluctuate.
A REIT generally is required to distribute at least 90% of its REIT taxable income to its stockholders.
Our Board of Directors, in its sole discretion, will determine on a quarterly basis the amount of cash to be distributed to our stockholders based on a number of factors including, but not limited to, our results of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity and other factors, including debt covenant restrictions that may impose limitations on cash payments, future acquisitions and divestitures and any stock repurchase program. Consequently, our distribution levels may fluctuate.
Even if we remain qualified for taxation as a REIT, some of our business activities are subject to corporate level income tax and foreign taxes, which will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.
Even if we remain qualified for taxation as a REIT, we may be subject to some federal, state, local and foreign taxes on our income and assets, taxes on any undistributed income, and state, local or foreign income, franchise, property and transfer taxes.

31

Table of Contents

In addition, we could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Code to maintain our qualification for taxation as a REIT.
A portion of our business is conducted through wholly-owned TRSs because certain of our business activities could generate nonqualifying REIT income as currently structured and operated. The income of our U.S. TRSs will continue to be subject to federal and state corporate income taxes. In addition, our international assets and operations will continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. Any of these taxes would decrease our earnings and our available cash.
We will also be subject to a federal corporate level income tax at the highest regular corporate income tax rate (21%, effective January 1, 2018) on gain recognized from a sale of a REIT asset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such as (i) an asset that we held as of the effective date of our REIT election, that is, January 1, 2015, or (ii) an asset that we or our qualified REIT subsidiaries ("QRSs") hold following the liquidation or other conversion of a former TRS). This 21% tax is generally applicable to any disposition of such an asset during the five-year period after the date we first owned the asset as a REIT asset (e.g., January 1, 2015 in the case of REIT assets we held at the time of our REIT conversion), to the extent of the built-in-gain based on the fair market value of such asset on the date we first held the asset as a REIT asset.
In addition, the U.S. Internal Revenue Service ("IRS") and any state or local tax authority may successfully assert liabilities against us for corporate income taxes for our pre-REIT period, in which case we will owe these taxes plus applicable interest and penalties, if any. Moreover, any increase in taxable income for these pre-REIT periods will likely result in an increase in pre-REIT accumulated earnings and profits, which could cause us to pay an additional taxable distribution to our stockholders and an interest penalty to the IRS after the relevant determination.
Restrictive loan covenants could prevent us from satisfying REIT distribution requirements.
Restrictions in our credit facility and our indentures may prevent us from satisfying our REIT distribution requirements, and we could fail to remain qualified for taxation as a REIT. If these limits do not jeopardize our qualification for taxation as a REIT but nevertheless prevent us from distributing 100% of our REIT taxable income, we would be subject to federal corporate income tax, and potentially a nondeductible excise tax, on the retained amounts. See see other risks described elsewhere in this Form 10-K for further information on our restrictive loan covenants.
Complying with REIT requirements may limit our ability to hedge effectively and increase the cost of our hedging, and may cause us to incur tax liabilities.
The REIT provisions of the Code limit our ability to hedge assets, liabilities, revenues and expenses. Generally, income from hedging transactions that we enter into to manage risk of interest rate changes or fluctuations with respect to borrowings made or to be made by us to acquire or carry real estate assets and income from certain currency hedging transactions related to our non-U.S. operations, as well as income from qualifying counteracting hedges, do not constitute "gross income" for purposes of the REIT gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as nonqualifying income for purposes of the REIT gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through our TRSs, which we presently do. This increases the cost of our hedging activities because our TRSs are subject to tax on income or gains resulting from hedges entered into by them and may expose us to greater risks associated with changes in interest rates or exchange rates than we would otherwise want to bear. In addition, hedging losses in any of our TRSs may not provide any tax benefit, except for being carried forward for possible use against future income or gain in the TRSs.
Distributions payable by REITs generally do not qualify for preferential tax rates.
Dividends payable by U.S. corporations to noncorporate stockholders, such as individuals, trusts and estates, are generally eligible for reduced U.S. federal income tax rates applicable to "qualified dividends." Distributions paid by REITs generally are not treated as "qualified dividends" under the Code, and the reduced rates applicable to such dividends do not generally apply. However, for tax years beginning after 2017 and before 2026, REIT dividends paid to noncorporate stockholders are generally taxed at an effective tax rate lower than applicable ordinary income tax rates due to the availability of a deduction under the Code for specified forms of income from passthrough entities. More favorable rates will nevertheless continue to apply to regular corporate "qualified" dividends, which may cause some investors to perceive that an investment in a REIT is less attractive than an investment in a non-REIT entity that pays dividends, thereby reducing the demand and market price of our common stock.

32

Table of Contents

Our certificate of incorporation contains restrictions on the ownership and transfer of our stock, though they may not be successful in preserving our qualification for taxation as a REIT.
In order for us to remain qualified for taxation as a REIT, no more than 50% of the value of outstanding shares of our stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year other than the first year for which we elected to be taxed as a REIT. In addition, rents from "affiliated tenants" will not qualify as qualifying REIT income if we own 10% or more by vote or value of the customer, whether directly or after application of attribution rules under the Code. Subject to certain exceptions, our certificate of incorporation prohibits any stockholder from owning, beneficially or constructively, more than (i) 9.8% in value of the outstanding shares of all classes or series of our capital stock or (ii) 9.8% in value or number, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. We refer to these restrictions collectively as the "ownership limits" and we included them in our certificate of incorporation to facilitate our compliance with REIT tax rules. The constructive ownership rules under the Code are complex and may cause the outstanding stock owned by a group of related individuals or entities to be deemed to be constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of our outstanding common stock (or the outstanding shares of any class or series of our stock) by an individual or entity could cause that individual or entity or another individual or entity to own constructively in excess of the relevant ownership limits. Any attempt to own or transfer shares of our common stock or of any of our other capital stock in violation of these restrictions may result in the shares being automatically transferred to a charitable trust or may be void. Even though our certificate of incorporation contains the ownership limits, there can be no assurance that these provisions will be effective to prevent our qualification for taxation as a REIT from being jeopardized, including under the affiliated tenant rule. Furthermore, there can be no assurance that we will be able to monitor and enforce the ownership limits. If the restrictions in our certificate of incorporation are not effective and, as a result, we fail to satisfy the REIT tax rules described above, then absent an applicable relief provision, we will fail to remain qualified for taxation as a REIT.
In addition, the ownership and transfer restrictions could delay, defer or prevent a transaction or a change in control that might involve a premium price for our stock or otherwise be in the best interest of our stockholders. As a result, the overall effect of the ownership and transfer restrictions may be to render more difficult or discourage any attempt to acquire us, even if such acquisition may be favorable to the interests of our stockholders.
Legislative or other actions affecting REITs could have a negative effect on us or our stockholders.
At any time, the federal or state income tax laws governing REITs, or the administrative interpretations of those laws, may be amended. Federal and state tax laws are constantly under review by persons involved in the legislative process, the IRS, the U.S. Department of the Treasury and state taxing authorities. Changes to the tax laws, regulations and administrative interpretations, which may have retroactive application, could adversely affect us. In addition, some of these changes could have a more significant impact on us as compared to other REITs due to the nature of our business and our substantial use of TRSs, particularly non-U.S. TRSs.
In addition, December 2017 legislation has made substantial changes to the Code, particularly as it relates to the taxation of both corporate income and international income. Among those changes are a significant permanent reduction in the generally applicable corporate income tax rate, changes in the taxation of individuals and other noncorporate taxpayers that generally reduce their taxes on a temporary basis subject to "sunset" provisions, the elimination or modification of various deductions (including substantial limitation of the deduction for personal state and local taxes imposed on individuals), and preferential taxation of income derived by individuals from passthrough entities in comparison to earnings received directly by individuals. This legislation also imposes additional limitations on the deduction of net operating losses, which may in the future cause us to make additional distributions that will be taxable to our stockholders to the extent of our current or accumulated earnings and profits in order to comply with the REIT distribution requirements. The effect of these and other changes made in this legislation is highly uncertain, both in terms of their direct effect on the taxation of an investment in our common stock and their indirect effect on the value of properties owned by us. Furthermore, many of the provisions of the new law will require guidance through the issuance of Treasury regulations in order to assess their effect. There may be a substantial delay before such regulations are promulgated, increasing the uncertainty as to the ultimate effect of the statutory amendments on us or our stockholders. It is also possible that there will be technical corrections legislation proposed with respect to the new law, the effect of which cannot be predicted and may be adverse to us or our stockholders. Our stockholders are encouraged to consult with their tax advisors about the potential effects that changes in law may have on them and their ownership of our common stock.
We could incur adverse tax consequences if we fail to integrate an acquisition target in compliance with the requirements to qualify for taxation as a REIT.
We periodically explore and occasionally consummate merger and acquisition transactions. When we consummate these transactions, we structure the acquisition to successfully manage the REIT income, asset, and distribution tests that we must satisfy. We believe that we have and will in the future successfully integrate our acquisition targets in a manner that has and will allow us

33

Table of Contents

to timely satisfy the REIT tests applicable to us, but if we failed or in the future fail to do so, then we could jeopardize or lose our qualification for taxation as a REIT, particularly if we were not eligible to utilize relief provisions set forth in the Code.

ITEM 1B.
UNRESOLVED STAFF COMMENTS
There is no disclosure to report pursuant to Item 1B.
ITEM 2.
PROPERTIES
Our executive offices are located in Redwood City, California, and we also have sales offices in several cities throughout the U.S. Our Asia-Pacific headquarters office is located in Hong Kong and we also have office space in Shanghai, China; Singapore; Tokyo, Japan; and Sydney, Australia. Our EMEA headquarters office is located in Amsterdam, the Netherlands and our regional sales offices in EMEA are based in our IBX data centers in EMEA. We have entered into leases for certain of our IBX data centers. In the Americas region: Rio de Janeiro and Sao Paulo, Brazil; Toronto, Canada; Atlanta, Georgia; Boston, Massachusetts; Chicago, Illinois; Dallas, Texas; Washington D.C. and Ashburn, Virginia; Denver, Colorado; Miami, Florida; New York, New York; Philadelphia, Pennsylvania; Seattle, Washington; Silicon Valley and Los Angeles, California; and Bogota, Colombia. In the Asia-Pacific region: Hong Kong and Shanghai, China; Singapore; Sydney, Australia; and Tokyo and Osaka, Japan. In the EMEA region: Paris, France; Frankfurt and Munich, Germany; Amsterdam and East Netherlands, the Netherlands; Geneva and Zurich, Switzerland; Dubai and Abu Dhabi, U.A.E.; London and Manchester, United Kingdom; Helsinki, Finland; Dublin, Ireland; Milan, Italy; Stockholm, Sweden; Istanbul, Turkey; Warsaw, Poland; and Barcelona, Madrid, and Seville, Spain. We own certain of our IBX data centers. In the Americas region: Chicago, Illinois; Washington D.C., Ashburn and Culpeper, Virginia; Silicon Valley and Los Angeles, California; Rio de Janeiro and Sao Paulo, Brazil; Atlanta, Georgia; Boston, Massachusetts; Dallas and Houston, Texas; Denver, Colorado; Miami, Florida; New York, New York; Seattle, Washington. In the Asia-Pacific region: Shanghai, China; Tokyo, Japan; and Melbourne and Sydney, Australia. In the EMEA region: Paris, France; Frankfurt and Dusseldorf, Germany; London, United Kingdom; Amsterdam, the Netherlands; Dublin, Ireland; Sofia, Bulgaria; Istanbul, Turkey; Milan, Italy; Helsinki, Finland; Lisbon, Portugal
The following table presents an overview of our portfolio of IBX data centers as of December 31, 2017 :
 
# of IBXs
 
Total Cabinet Capacity (1)
 
Cabinets Billed
 
Cabinet Utilization % (2)
 
MRR per Cabinet (3)
Americas
87

 
96,300

 
78,900

 
82
%
 
$
2,371

EMEA
73

 
101,900

 
83,200

 
82
%
 
1,342

Asia-Pacific
30

 
44,400

 
33,000

 
74
%
 
2,007

Total
190

 
242,600

 
195,100

 
 
 
 
_________________________
(1)
Cabinets represent a specific amount of space within an IBX data center. Customers can combine and use multiple adjacent cabinets within an IBX data center, depending on their space requirements. Includes Verizon but excludes Itconic and IS2.
(2)
The cabinet utilization rate represents the percentage of cabinet space billing versus total cabinet capacity, taking into consideration power limitations. Includes data center assets acquired from Verizon but excludes data center assets acquired from Zenium and Itconic
(3)
MRR per cabinet represents average monthly recurring revenue recognized during the year divided by the average number of cabinets billing during the year.  Bit-isle Managed Infrastructure Services, Brazil, Colombia, the data centers acquired from Zenium and Itconic and the impact of embedded derivatives are excluded from MRR per cabinet calculations.


34

Table of Contents

The following table presents a summary of our significant IBX data center expansion projects under construction as of December 31, 2017 :
Property
 
Property Location
 
Target Open Date
 
Sellable Cabinets
 
Total Capex
(in Millions)
Americas:
 
 
 
 
 
 
 
 
CH3 phase IV
 
Chicago
 
Q1 2018
 
715

 
$
67

RJ2 phase III
 
Rio de Janeiro
 
Q1 2018
 
500

 
22

DE2 phase II
 
Denver
 
Q2 2018
 
475

 
28

CU4 phase II
 
Culpeper
 
Q3 2018
 
775

 
34

HO1 phase II
 
Houston
 
Q3 2018
 
600

 
31

MI1 phase II
 
Miami
 
Q3 2018
 
1,100

 
59

SP4 phase II
 
São Paulo
 
Q3 2018
 
450

 
15

DC12 phase II
 
Ashburn
 
Q4 2018
 
1,500

 
54

SV10 phase II
 
San Jose
 
Q4 2018
 
1,900

 
85

SP3 phase II
 
São Paulo
 
Q4 2018
 
950

 
41

 
 
 
 
 
 
8,965

 
436

EMEA:
 
 
 
 
 
 
 
 
LD10 phase II
 
London
 
Q1 2018
 
1,420

 
63

PA4 phase IV
 
Paris
 
Q1 2018
 
1,045

 
36

AM2 phase III
 
Amsterdam
 
Q2 2018
 
400

 
15

FR5 phase III
 
Frankfurt
 
Q2 2018
 
550

 
13

FR6 phase II
 
Frankfurt
 
Q3 2018
 
1,325

 
37

SK2 phase VI
 
Stockholm
 
Q3 2018
 
550

 
35

AM7 phase II
 
Amsterdam
 
Q4 2018
 
925

 
55

FR2 phase VI
 
Frankfurt
 
Q4 2018
 
1,250

 
103

LD4 phase II
 
London
 
Q4 2018
 
1,075

 
39

LD9 phase V
 
London
 
Q4 2018
 
1,550

 
72

PA8 phase I
 
Paris
 
Q4 2018
 
875

 
73

SO2 phase I
 
Sofia
 
Q4 2018
 
350

 
19

FR5 phase IV
 
Frankfurt
 
Q1 2019
 
350

 
25

LD7 phase I
 
London
 
Q2 2019
 
1,775

 
120

LD10 phase III
 
London
 
Q2 2019
 
1,375

 
45

 
 
 
 
 
 
14,815

 
750

Asia-Pacific:
 
 
 
 
 
 
 
 
OS1 phase IV
 
Osaka
 
Q1 2018
 
500

 
10

SH6 phase I
 
Shanghai
 
Q3 2018
 
400

 
31

ME1 phase III
 
Melbourne
 
Q3 2018
 
375

 
10

SG3 phase III
 
Singapore
 
Q3 2018
 
2,875

 
78

HK2 phase V
 
Hong Kong
 
Q4 2018
 
925

 
41

 
 
 
 
 
 
5,075

 
170

Total
 
 
 
 
 
28,855

 
$
1,356

ITEM 3.    LEGAL PROCEEDINGS
None.
ITEM 4.    MINE SAFETY DISCLOSURE
Not applicable.

35

Table of Contents

PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is quoted on the NASDAQ Global Select Market under the symbol of "EQIX." Our common stock began trading in August 2000. The following table sets forth on a per share basis the low and high closing prices of our common stock as reported by the NASDAQ Global Select Market during the last two years.
 
Low
 
High
Fiscal 2017
 
 
 
Fourth Fiscal Quarter
$
442.28

 
$
492.98

Third Fiscal Quarter
418.43

 
474.42

Second Fiscal Quarter
399.11

 
444.97

First Fiscal Quarter
358.72

 
400.37

 
Low
 
High
Fiscal 2016
 
 
 
Fourth Fiscal Quarter
$
325.05

 
$
373.22

Third Fiscal Quarter
355.01

 
389.45

Second Fiscal Quarter
319.89

 
387.73

First Fiscal Quarter
265.05

 
330.71

As of January 31, 2018, we had 79,122,300 shares of our common stock outstanding held by approximately 280 registered holders. During the years ended December 31, 2017 and 2016 , we did not issue or sell any securities on an unregistered basis.
Dividends and Special Distributions
In September 2015, our Board of Directors declared a special distribution of $627.0 million , or approximately $10.95 per share (the "2015 Special Distribution"), to our common stockholders. The 2015 Special Distribution was paid on November 10, 2015 to our common stockholders of record as of the close of business on October 8, 2015. Common stockholders had the option to elect to receive payment of the 2015 Special Distribution in the form of stock or cash, with the total cash payment to all stockholders limited to no more than 20% of the total distribution. The number of shares distributed was determined based upon common stockholder elections and the average closing price of our common stock on the three trading days commencing on November 3, 2015 or $297.03 per share. As such, we issued 1.7 million shares of our common stock and paid $125.5 million in connection with the 2015 Special Distribution.
In connection with our conversion to a REIT effective January 1, 2015, we began paying quarterly dividends in 2015. On each of February 19, May 7, July 29, and October 28, 2015, our Board of Directors declared a quarterly cash dividend of $1.69 per share. On each of February 18, May 4, August 3 and November 2, 2016, our Board of Directors declared a quarterly cash dividend of $1.75 per share. On each of February 15, April 26, August 2 and November 1, 2017, our Board of Directors declared a quarterly cash dividend of $2.00 per share. We expect to continue to pay regular cash dividends in order to satisfy the required REIT tests to remain qualified for taxation as a REIT for US federal income tax purposes. For additional infor mation, see "Dividends" in Note 11 of our Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.


36

Table of Contents

Tax Treatment of Distributions
For Federal income tax purposes, distributions to stockholders are treated as ordinary income, capital gains, return of capital or a combination thereof. For the years ended December 31, 2017 and 2016 , the dividends and special distributions we paid were classified as follows:
Record Date
 
Payment Date
 
Total Distribution
 
Nonqualified Ordinary Dividend
 
Qualified Ordinary Dividend
 
Return of Capital
 
 
 
 
(per share)
Fiscal 2017
 
 
 
 
 
 
 
 
 
 
2/27/2017
 
3/22/2017
 
$
2.000000

 
$
2.000000

 
$

 
$

5/24/2017
 
6/21/2017
 
2.000000

 
2.000000

 

 

8/23/2017
 
9/20/2017
 
2.000000

 
2.000000

 

 

11/15/2017
 
12/13/2017
 
2.000000

 
2.000000

 

 

Total
 
 
 
$
8.000000

 
$
8.000000

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
Fiscal 2016
 
 
 
 
 
 
 
 
 
 
3/9/2016
 
3/23/2016
 
$
1.750000

 
$
1.231334

 
$
0.518666

 
$

5/25/2016
 
6/15/2016
 
1.750000

 
1.231334

 
0.518666

 

8/24/2016
 
9/14/2016
 
1.750000

 
1.231334

 
0.518666

 

11/16/2016
 
12/14/2016
 
1.750000

 
1.231334

 
0.518666

 

Total
 
 
 
$
7.000000

 
$
4.925336

 
$
2.074664

 
$

Stock Performance Graph
The graph set forth below compares the cumulative total stockholder return on Equinix’s common stock between December 31, 2012 and December 31, 2017 with the cumulative total return of (i) the S&P 500 Index, (ii) the NASDAQ Composite Index and (iii) the FTSE NAREIT All REITs Index. The graph assumes the investment of $100.00 on December 31, 2012 in Equinix’s common stock and in each index, and assumes the reinvestment of dividends, if any.
Equinix cautions that the stock price performance shown in the graph below is not indicative of, nor intended to forecast, the potential future performance of Equinix’s common stock.
Notwithstanding anything to the contrary set forth in any of Equinix’s previous or future filings under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended, that might incorporate this Annual Report on Form 10-K or future filings made by Equinix under those statutes, the stock performance graph shall not be deemed filed with the Securities and Exchange Commission and shall not be deemed incorporated by reference into any of those prior filings or into any future filings made by Equinix under those statutes.

37

Table of Contents

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
CHART-207E775E7A3F55DA88E.JPG
*$100 invested on 12/31/12 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

38

Table of Contents

ITEM 6.    SELECTED FINANCIAL DATA
The following consolidated statement of operations data for the five years ended December 31, 2017 and the consolidated balance sheet data as of December 31, 2017 , 2016, 2015, 2014 and 2013 have been derived from our audited consolidated financial statements and the related notes. Our historical results are not necessarily indicative of the results to be expected for future periods. The following selected consolidated financial data for the five years ended December 31, 2017 and as of December 31, 2017 , 2016, 2015, 2014 and 2013, should be read in conjunction with our audited consolidated financial statements and the related notes in Item 8 of this Annual Report on Form 10-K and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of this Annual Report on Form 10-K. We completed acquisitions of the Zenium data center business in Istanbul and Itconic in October 2017, certain colocation business from Verizon in May 2017, the IO Acquisition in February 2017, certain Paris IBX data centers in August 2016 (the "Paris IBX Data Center Acquisition"), Telecity Group plc in January 2016, Bit-isle in November 2015 and Nimbo Technologies Inc. ("Nimbo") in January 2015. We also completed the acquisition of the 100% controlling equity interest in ALOG Data Centers do Brasil S.A. ("ALOG") in July 2014 and we acquired the Frankfurt Kleyer 90 carrier hotel in October 2013. We sold solar power assets of Bit-isle in November 2016 and eight of our IBX data centers located in the U.K., the Netherlands and Germany in July 2016. For further information on our acquisitions and divestitures during the three years ended December 31, 2017 , refer to Note 2, Note 4 and Note 5 of our Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
 
Years Ended December 31,
 
2017
 
2016
 
2015
 
2014
 
2013
 
(dollars in thousands, except per share data)
Revenues
$
4,368,428

 
$
3,611,989

 
$
2,725,867

 
$
2,443,776

 
$
2,152,766

Costs and operating expenses:
 
 
 
 
 
 
 
 
 
Cost of revenues
2,193,149

 
1,820,870

 
1,291,506

 
1,197,885

 
1,064,403

Sales and marketing
581,724

 
438,742

 
332,012

 
296,103

 
246,623

General and administrative
745,906

 
694,561

 
493,284

 
438,016

 
374,790

Restructuring reversals

 

 

 

 
(4,837
)
Acquisition costs
38,635

 
64,195

 
41,723

 
2,506

 
10,855

Impairment charges

 
7,698

 

 

 

Gain on asset sales

 
(32,816
)
 

 

 

Total costs and operating expenses
3,559,414

 
2,993,250

 
2,158,525

 
1,934,510

 
1,691,834

Income from operations
809,014

 
618,739

 
567,342

 
509,266

 
460,932

Interest income
13,075

 
3,476

 
3,581

 
2,891

 
3,387

Interest expense
(478,698
)
 
(392,156
)
 
(299,055
)
 
(270,553
)
 
(248,792
)
Other income (expense)
9,213

 
(57,924
)
 
(60,581
)
 
119

 
5,253

Loss on debt extinguishment
(65,772
)
 
(12,276
)
 
(289
)
 
(156,990
)
 
(108,501
)
Income from continuing operations before income taxes
286,832

 
159,859

 
210,998

 
84,733

 
112,279

Income tax expense (1)
(53,850
)
 
(45,451
)
 
(23,224
)
 
(345,459
)
 
(16,156
)
Net income (loss) from continuing operations
232,982

 
114,408

 
187,774

 
(260,726
)
 
96,123

Net income from discontinued operations, net of tax

 
12,392

 

 

 

Net income (loss)
232,982

 
126,800

 
187,774

 
(260,726
)
 
96,123

Net (income) loss attributable to non-controlling interest

 

 

 
1,179

 
(1,438
)
Net income (loss) attributable to Equinix
$
232,982

 
$
126,800

 
$
187,774

 
$
(259,547
)
 
$
94,685

 
 
 
 
 
 
 
 
 
 
Earnings per share ("EPS") attributable to Equinix:
 
 
 
 
 
 
 
 
 
Basic EPS from continuing operations
$
3.03

 
$
1.63

 
$
3.25

 
$
(4.96
)
 
$
1.92

Basic EPS from discontinued operations

 
0.18

 

 

 

Basic EPS
$
3.03

 
$
1.81

 
$
3.25

 
$
(4.96
)
 
$
1.92

Weighted-average shares
76,854

 
70,117

 
57,790

 
52,359

 
49,438

Diluted EPS from continuing operations
$
3.00

 
$
1.62

 
$
3.21

 
$
(4.96
)
 
$
1.89

Diluted EPS from discontinued operations

 
0.17

 

 

 

Diluted EPS
$
3.00

 
$
1.79

 
$
3.21

 
$
(4.96
)
 
$
1.89

Weighted-average shares
77,535

 
70,816

 
58,483

 
52,359

 
50,116

Dividends per share (2)
$
8.00

 
$
7.00

 
$
17.71

 
$
7.57

 
$

_______________________

39

Table of Contents

(1)
The increase in income tax expense from the year ended December 31, 2013 to the year ended December 31, 2014 was primarily attributed to the de-recognition of $324.1 million of net deferred tax assets and deferred tax liabilities in December 2014, when our Board of Directors formally approved our conversion to a REIT and we reassessed the deferred tax assets and deferred tax liabilities of our U.S. operations included in the REIT structure.
(2)
During the year ended December 31, 2015, we paid $10.95 per share of special distribution and $6.76 per share of quarterly cash dividend. During the year ended December 31, 2014, we paid $7.57 per share of special distribution.
 
Years Ended December 31,
 
2017
 
2016
 
2015
 
2014
 
2013
Other Financial Data: (1) (2)
(in thousands)
Net cash provided by operating activities
$
1,439,233

 
$
1,019,353

 
$
894,823

 
$
709,002

 
$
604,608

Net cash used in investing activities
(5,400,826
)
 
(2,045,668
)
 
(637,797
)
 
(437,443
)
 
(1,169,313
)
Net cash provided by (used in) financing activities
4,607,860

 
(897,065
)
 
1,873,152

 
87,819

 
574,907

_________________________
(1)
For a discussion of our primary non-GAAP financial metrics, see our non-GAAP financial measures discussion in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of this Annual Report on Form 10-K.
(2)
These cash flow line items for the years ended December 31, 2016, 2015 and 2014 have been modified to reflect the adoption of ASU 2016-18 and ASU 2016-09. See Note 1 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further discussion.
 
As of December 31,
 
2017
 
2016
 
2015
 
2014
 
2013
Consolidated Balance Sheet Data:
(in thousands)
Cash, cash equivalents and short-term and long-term investments
$
1,450,031

 
$
761,927

 
$
2,246,297

 
$
1,140,751

 
$
1,030,092

Accounts receivable, net
576,313

 
396,245

 
291,964

 
262,570

 
184,840

Property, plant and equipment, net
9,394,602

 
7,199,210

 
5,606,436

 
4,998,270

 
4,591,650

Total assets (1)
18,691,457

 
12,608,371

 
10,356,695

 
7,781,978

 
7,457,039

Capital lease and other financing obligations, excluding current portion
1,620,256

 
1,410,742

 
1,287,139

 
1,168,042

 
914,032

Mortgage and loans payable, excluding current portion (1)
1,393,118

 
1,369,087

 
472,769

 
532,809

 
197,172

Senior notes (1)
6,923,849

 
3,810,770

 
3,804,634

 
2,717,046

 
2,220,911

Convertible debt, excluding current portion (1)

 

 

 
145,229

 
720,499

Redeemable non-controlling interests

 

 

 

 
123,902

Total stockholders' equity
6,849,790

 
4,365,829

 
2,745,386

 
2,270,131

 
2,459,064

_________________________
(1)
The company adopted ASU 2015-03 during the year ended December 31, 2015. As a result, debt issuance costs of $35.5 million and $35.3 million were reclassified from other assets to debt as of December 31, 2014 and 2013, respectively.

40

Table of Contents

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following commentary should be read in conjunction with the financial statements and related notes contained elsewhere in this Annual Report on Form 10-K. The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words "believes," "anticipates," "plans," "expects," "intends" and similar expressions are intended to identify forward-looking statements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a discrepancy include, but are not limited to, those discussed in "Liquidity and Capital Resources" and "Risk Factors" elsewhere in this Annual Report on Form 10-K. All forward-looking statements in this document are based on information available to us as of the date hereof and we assume no obligation to update any such forward-looking statements.
Our management’s discussion and analysis of financial condition and results of operations is intended to assist readers in understanding our financial information from our management’s perspective and is presented as follows:
Overview
Results of Operations
Non-GAAP Financial Measures
Liquidity and Capital Resources
Contractual Obligations and Off-Balance-Sheet Arrangements
Critical Accounting Policies and Estimates
Recent Accounting Pronouncements

In February 2018, as more fully described in Note 17 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, we entered into an agreement to acquire the Infomart Dallas, including its operations and tenants, from ASB Real Estate Investments. At the closing, we will deliver $31.0 million in cash, subject to customary adjustments, and will issue $750.0 million aggregate principal amount of 5.000% senior unsecured notes. The transaction is expected to close in mid-2018, subject to satisfaction of closing conditions. We will account for this transaction as a business combination using the acquisition method of accounting.
In December 2017, as more fully described in Note 2 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, we entered into a transaction agreement to acquire the Metronode group of companies, for a cash purchase price of A$1.035 billion , or approximately $791.2 million at the exchange rate in effect on December 15, 2017. The transaction is expected to close in the first half of 2018. We will account for this transaction as a business combination using the acquisition method of accounting.
In December 2017, as more fully described in Note 10 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, we issued  €1,000.0 million in aggregate principal amount of 2.875% senior notes due February 1, 2026 (the "2026 Euro Senior Notes"), or approximately  $1,179.0 million  in U.S. dollars, at the exchange rate in effect on December 12, 2017, and recorded debt issuance costs of  $15.7 million . We also entered into a credit agreement in the aggregate principal amount of approximately $3,000.0 million ("Senior Credit Facility"), comprised of a $2,000.0 million senior unsecured multi-currency revolving credit facility ("Revolving Facility") and an approximately $1,000.0 million senior unsecured multi-currency term loan facility, with maturity date of December 12, 2022 ("Term Loan Facility"). We borrowed £500.0 million and SEK 2,800.0 million under the term loan facility on December 12, 2017, or approximately $997.1 million at the exchange rate in effect on that date. With the proceeds from the issuance of the 2026 Euro Senior Notes and borrowings under the Term Loan Facility and cash on hand, we terminated and prepaid in full the amounts outstanding under the senior secured credit facility we entered in 2014 (the "2014 Senior Credit Facility"). As a result, we recognized a loss on debt extinguishment of $22.5 million  during the fourth quarter of 2017.
In October 2017, as more fully described in Note 2 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, we acquired Itconic, with 5 data centers in Spain and Portugal, for a cash purchase price of approximately €220.5 million, or $259.1 million at the exchange rate in effect on October 9, 2017 (the "Itconic Acquisition"). The Itconic Acquisition was accounted for using the acquisition method. The valuation and purchase accounting of this acquisition have not yet been finalized as of December 31, 2017.

41

Table of Contents

In October 2017, as more fully described in Note 2 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, we acquired the Zenium data center business in Istanbul for a cash purchase price of approximately $92.0 million . The acquired data center will be renamed as the Istanbul 2 (or "IS2") data center. The acquisition of the Zenium data center will be accounted for using the acquisition method. The valuation and purchase accounting of this acquisition have not yet been finalized as of December 31, 2017.
In September 2017, as more fully described in Note 10 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, we issued  €1,000.0 million , or approximately  $1,199.7 million  in U.S. dollars, at the exchange rate in effect on September 20, 2017, in aggregate principal amount of 2.875% senior notes due October 1, 2025 (the "2025 Euro Senior Notes") and recorded debt issuance costs of $16.3 million. We used a portion of the net proceeds from the 2025 Euro Senior Notes to redeem our 4.875% senior notes with an aggregate principal amount of $500.0 million in September 2017. As a result, we recognized a loss on debt extinguishment of $14.6 million during the third quarter of 2017.
In August 2017, as more fully described in Note 11 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, we launched the ATM program, under which we may offer and sell shares of our common stock having an aggregate offering price of up to $750.0 million from time to time through our sales agents. Through December 31, 2017, we have sold 763,201 shares of common stock under the ATM program for net proceeds of approximately $355.1 million .
In August 2017, as more fully described in Note 10 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, we entered into a fourth amendment (the "Fourth Amendment") to our then existing 2014 Senior Credit Facility, where we modified various terms of interest rates applicable to loans borrowed under the Term Loan B Facility and Term B-2 Loan. We terminated and prepaid in full the amounts outstanding under our 2014 Senior Credit Facility in December 2017.
In May 2017, as more fully described in Note 2 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, we completed the acquisition of certain colocation business from Verizon consisting of 29 data center buildings located in the United States, Brazil and Colombia, for a cash purchase price of approximately $3.6 billion, which we funded with proceeds of debt and equity financings conducted in January and March 2017 as discussed below. The Verizon Data Center Acquisition was accounted for using the acquisition method. The fair value of the assets acquired and liabilities assumed are currently being appraised by a third-party and have not yet been finalized as of December 31, 2017.
In March 2017, as more fully described in Note 11 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, we issued and sold 6,069,444 shares of our common stock in a public offering. We received net proceeds of approximately $2,126.3 million, after deducting underwriting discounts, commissions and offering expenses.
In March 2017, as more fully described in Note 10 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, we issued $1,250.0 million aggregate principal amount of 5.375% senior notes due May 15, 2027 (the "2027 Senior Notes") and recorded debt issuance costs of $16.8 million.
In February 2017, as more fully described in Note 2 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, we acquired IO UK's data center operating business for a cash payment of approximately $36.3 million. The acquired facility was renamed as the London 10 ("LD10") data center. The IO Acquisition was accounted for using the acquisition method. As of December 31, 2017, we have finalized the allocation of purchase price for the IO Acquisition from the provisional amounts reported as of March 31, 2017.
In January 2017, as more fully described in Note 10 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, we borrowed the full amount of the Term B-2 Loan of  €1,000.0 million , or approximately  $1,059.8 million  in U.S. dollars at the exchange rate in effect on January 6, 2017. We prepaid in full the amounts outstanding under our Term B-2 Loan in December 2017.
Overview
Equinix provides global data center offerings that protect and connect the world’s most valued information assets. Global enterprises, financial services companies and content and network service providers rely upon Equinix's leading insight and data centers around the world for the safehousing of their critical IT equipment and the ability to directly connect to the networks that enable today's information-driven economy. The Verizon Data Center Acquisition, along with the acquisitions of Itconic, LD10 and IS2, expanded the Company's total global footprint to 190 IBX data centers across 48 markets around the world. Equinix offers the following solutions: (i) premium data center colocation, (ii) interconnection and (iii) exchange and outsourced IT infrastructure solutions. As of December 31, 2017 , we operated or had partner IBX data centers in Brazil, Canada, Colombia and throughout the U.S. in the Americas region; Bulgaria, Finland, France, Germany, Ireland, Italy, the Netherlands, Poland, Portugal, Spain, Sweden,

42

Table of Contents

Switzerland, Turkey, the United Arab Emirates and the United Kingdom in the EMEA region; and Australia, China, Hong Kong, Indonesia, Japan and Singapore in the Asia-Pacific region.

 Our data centers in 48 markets around the world are a global platform, which allows our customers to increase information and application delivery performance while significantly reducing costs. This global platform and the quality of our IBX data centers have enabled us to establish a critical mass of customers. As more customers choose our IBX data centers, it benefits their suppliers and business partners to colocate with us as well, in order to gain the full economic and performance benefits of our offerings. These partners, in turn, pull in their business partners, creating a "marketplace" for their services. Our global platform enables scalable, reliable and cost-effective colocation, interconnection and traffic exchange that lowers overall cost and increases flexibility. Our focused business model is built on our critical mass of customers and the resulting "marketplace" effect. This global platform, combined with our strong financial position, continues to drive new customer growth and bookings.

Historically, our market has been served by large telecommunications carriers who have bundled telecommunications products and services with their colocation offerings. The data center market landscape has evolved to include cloud computing/utility providers, application hosting providers and systems integrators, managed infrastructure hosting providers and colocation providers. More than 350 companies provide data center solutions in the U.S. alone. Each of these data center solutions providers can bundle various colocation, interconnection and network offerings and outsourced IT infrastructure solutions. We are able to offer our customers a global platform that reaches 24 countries with proven operational reliability, improved application performance, network choice and a highly scalable set of offerings.
Our utilization rate represents the percentage of our cabinet space billing versus net sellable cabinet space available, taking into account power limitations. Our utilization rates were approximately 80% , excluding the Verizon Data Center, Paris IBX Data Center, Itconic, Zenium data center and IO acquisitions, as of December 31, 2017 , and 81% , excluding the acquisitions of Telecity Group and Bit-isle, as of December 31, 2016 . Excluding the impact of IBX data center expansion projects that have opened during the last 12 months and acquisitions mentioned above, our utilization rate would have increased to approximately 82% as of December 31, 2017 . Our utilization rate varies from market to market among our IBX data centers across the Americas, EMEA and Asia-Pacific regions. We continue to monitor the available capacity in each of our selected markets. To the extent we have limited capacity available in a given market, it may limit our ability for growth in that market. We perform demand studies on an ongoing basis to determine if future expansion is warranted in a market. In addition, power and cooling requirements for most customers are growing on a per unit basis. As a result, customers are consuming an increasing amount of power per cabinet. Although we generally do not control the amount of power our customers draw from installed circuits, we have negotiated power consumption limitations with certain high power-demand customers. This increased power consumption has driven us to build out our new IBX data centers to support power and cooling needs twice that of previous IBX data centers. We could face power limitations in our IBX data centers, even though we may have additional physical cabinet capacity available within a specific IBX data center. This could have a negative impact on the available utilization capacity of a given IBX data center, which could have a negative impact on our ability to grow revenues, affecting our financial performance, operating results and cash flows.
Strategically, we will continue to look at attractive opportunities to grow our market share and selectively improve our footprint and offerings. As was the case with our recent expansions and acquisitions, our expansion criteria will be dependent on a number of factors, such as demand from new and existing customers, quality of the design, power capacity, access to networks, capacity availability in the current market location, amount of incremental investment required by us in the targeted property, lead-time to break even on a free cash flow basis and in-place customers. Like our recent expansions and acquisitions, the right combination of these factors may be attractive to us. Depending on the circumstances, these transactions may require additional capital expenditures funded by upfront cash payments or through long-term financing arrangements in order to bring these properties up to Equinix standards. Property expansion may be in the form of purchases of real property, long-term leasing arrangements or acquisitions. Future purchases, construction or acquisitions may be completed by us or with partners or potential customers to minimize the outlay of cash, which can be significant.
Our business is based on a recurring revenue model comprised of colocation and related interconnection and managed infrastructure offerings. We consider these offerings recurring because our customers are generally billed on a fixed and recurring basis each month for the duration of their contract, which is generally one to three years in length. Our recurring revenues have comprised more than 90% of our total revenues during the past three years. In addition, during any given quarter of the past three years, more than half of our monthly recurring revenue bookings came from existing customers, contributing to our revenue growth. Our largest customer accounted for approximately 3% of our recurring revenues for the years ended December 31, 2017 , 2016 and 2015 . Our 50 largest customers accounted for approximately 37% , 36% and 34% , respectively, of our recurring revenues for the years ended December 31, 2017 , 2016 and 2015 .
Our non-recurring revenues are primarily comprised of installation services related to a customer’s initial deployment and professional services that we perform. These services are considered to be non-recurring because they are billed typically once,

43

Table of Contents

upon completion of the installation or the professional services work performed. The majority of these non-recurring revenues are typically billed on the first invoice distributed to the customer in connection with their initial installation. However, revenues from installation services are deferred and recognized ratably over the period the customer is expected to benefit from the installation. Additionally, revenue from contract settlements, when a customer wishes to terminate their contract early, is generally recognized as the termination occurs, when no remaining related performance obligations exist and the customer is deemed to be creditworthy, to the extent that the revenue has not previously been recognized. As a percentage of total revenues, we expect non-recurring revenues to represent less than 10% of total revenues for the foreseeable future.
The largest components of our cost of revenues are depreciation, rental payments related to our leased IBX data centers, utility costs, including electricity, bandwidth access, IBX data center employees’ salaries and benefits, including stock-based compensation, repairs and maintenance, supplies and equipment and security services. A majority of our cost of revenues is fixed in nature and should not vary significantly from period to period, unless we expand our existing IBX data centers or open or acquire new IBX data centers. However, there are certain costs that are considered more variable in nature, including utilities and supplies that are directly related to growth in our existing and new customer base. We expect the cost of our utilities, specifically electricity, will generally increase in the future on a per-unit or fixed basis, in addition to the variable increase related to the growth in consumption by our customers. In addition, the cost of electricity is generally higher in the summer months, as compared to other times of the year. To the extent we incur increased utility costs, such increased costs could materially impact our financial condition, results of operations and cash flows. Furthermore, to the extent we incur increased electricity costs as a result of either climate change policies or the physical effects of climate change, such increased costs could materially impact our financial condition, results of operations and cash flows. 
Sales and marketing expenses consist primarily of compensation and related costs for sales and marketing personnel, including stock-based compensation, sales commissions, marketing programs, public relations, promotional materials and travel, as well as bad debt expense and amortization of customer relationship intangible assets.
General and administrative expenses consist primarily of salaries and related expenses, including stock-based compensation, accounting, legal and other professional service fees, and other general corporate expenses, such as our corporate regional headquarters office leases and some depreciation expense.
We expect our cost of revenues, sales and marketing expenses and general and administrative expenses to grow in absolute dollars in connection with our business growth. We may periodically see a higher cost of revenues as a percentage of revenue when a large expansion project opens or is acquired, before it starts generating any meaningful revenue. Furthermore, in relation to cost of revenues, we note that the Americas region has a lower cost of revenues as a percentage of revenue than either EMEA or Asia-Pacific. This is due to both the increased scale and maturity of the Americas region, compared to either the EMEA or Asia-Pacific region, as well as a higher cost structure outside of the Americas, particularly in EMEA. While we expect all three regions to continue to see lower cost of revenues as a percentage of revenues in future periods, we expect the trend that sees the Americas having the lowest cost of revenues as a percentage of revenues to continue. As a result, to the extent that revenue growth outside the Americas grows in greater proportion than revenue growth in the Americas, our overall cost of revenues as a percentage of revenues may increase in future periods. Sales and marketing expenses may periodically increase as a percentage of revenues as we continue to scale our operations by investing in sales and marketing initiatives to further increase our revenue, including the hiring of additional headcount and new product innovations. General and administrative expenses may also periodically increase as a percentage of revenues as we continue to scale our operations to support our growth.
Taxation as a REIT
We elected to be taxed as a REIT for federal income tax purposes beginning with our 2015 taxable year. As of December 31, 2017 , our REIT structure included all of our data center operations in the U.S., Canada and Japan, and the data center operations in Europe with the exception of Bulgaria, Portugal, Spain and Turkey. Our data center operations in other jurisdictions are operated as taxable REIT subsidiaries.
As a REIT, we generally are permitted to deduct from our federal taxable income the dividends we pay to our stockholders (including, for this purpose, the value of any deemed distributions attributable to anti-dilution adjustments made with respect to our 4.75% convertible subordinated notes prior to their maturity in 2016). The income represented by such dividends is not subject to federal income tax at the entity level but is taxed, if at all, at the stockholder level. Nevertheless, the income of our TRSs which hold our U.S. operations that may not be REIT compliant is subject, as applicable, to federal and state corporate income tax. Likewise, our foreign subsidiaries continue to be subject to foreign income taxes in jurisdictions in which they hold assets or conduct operations, regardless of whether held or conducted through TRSs or through QRSs. We are also subject to a separate corporate income tax on any gain recognized from a sale of a REIT asset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such as (i) an asset that we held as of the effective date of our REIT election, that is, January 1, 2015, or (ii) an asset held by us or a QRS following the liquidation or other conversion of a former

44

Table of Contents

TRS). This built-in-gains tax is generally applicable to any disposition of such an asset during the five-year period after the date we first owned the asset as a REIT asset (e.g., January 1, 2015 in the case of REIT assets we held at the time of our REIT conversion), to the extent of the built-in-gain based on the fair market value of such asset on the date we first held the asset as a REIT asset. If we fail to remain qualified for federal income tax as a REIT, we will be subject to federal income tax at regular corporate tax rates. Even if we remain qualified for federal income tax as a REIT, we may be subject to some federal, state, local and foreign taxes on our income and property in addition to taxes owed with respect to our TRSs’ operations. In particular, while state income tax regimes often parallel the federal income tax regime for REITs, many states do not completely follow federal rules and some may not follow them at all.
On March 22, June 21, September 20, and December 13, 2017, we paid quarterly cash dividends of $2.00 per share. We expected these quarterly and other applicable distributions to equal or exceed the taxable income that we recognized in 2017.
On December 22, 2017, the United States enacted legislation commonly referred to as the Tax Cuts and Jobs Act ("TCJA") which contains many significant changes to the existing U.S. federal income tax laws. The TCJA retains the REIT regime, but contains many significant changes which impact REIT, particularly those with global operations. We are still analyzing the new tax legislation and assessing its impact. Based on our current assessment, which is subject to further interpretation and guidance on the new tax legislation, we believe we can continue to meet all the REIT compliance requirements in the foreseeable future.
We continue to monitor our REIT compliance in order to maintain our qualification for federal income tax as a REIT. For this and other reasons, as necessary, we may convert some of our data center operations in other countries into the REIT structure in future periods.
Results of Operations
Our results of operations for the year ended December 31, 2017 include the results of operations of the IO Acquisition from February 3, 2017, the Verizon Data Center Acquisition from May 1, 2017, the Zenium data center acquisition from October 6, 2017 and the Itconic Acquisition from October 9, 2017. Our results of operations for the year ended December 31, 2016 include the results of operations of TelecityGroup from January 15, 2016 and the Paris IBX Data Center Acquisition from August 1, 2016. Our results of operations for the year ended December 31, 2015 include the results of operations of the Nimbo and Bit-isle acquisitions from January 15, 2015 and November 2, 2015, respectively.
Discontinued Operations
We present the results of operations associated with the TelecityGroup data centers that were divested in July 2016 as discontinued operations in our consolidated statement of operations for the year ended December 31, 2016. We did not have any discontinued operations activity during 2017 or 2015.

45

Table of Contents

Years ended December 31, 2017 and 2016
Revenues.     Our revenues for the years ended December 31, 2017 and 2016 were generated from the following revenue classifications and geographic regions (dollars in thousands):
 
Years Ended December 31,
 
% Change
 
2017
 
%
 
2016
 
%
 
Actual
 
Constant Currency
Americas:
 
 
 
 
 
 
 
 
 
 
 
Recurring revenues
$
2,062,352

 
47%
 
$
1,593,084

 
44%
 
29%
 
29%
Non-recurring revenues
110,408

 
3%
 
86,465

 
3%
 
28%
 
27%
 
2,172,760

 
50%
 
1,679,549

 
47%
 
29%
 
29%
EMEA:
 
 
 
 
 
 
 
 
 
 
 
Recurring revenues
1,266,971

 
29%
 
1,106,652

 
31%
 
14%
 
15%
Non-recurring revenues
79,285

 
2%
 
64,687

 
1%
 
23%
 
23%
 
1,346,256

 
31%
 
1,171,339

 
32%
 
15%
 
15%
Asia-Pacific:
 
 
 
 
 
 
 
 
 
 
 
Recurring revenues
790,797

 
18%
 
717,638

 
20%
 
10%
 
11%
Non-recurring revenues
58,615

 
1%
 
43,463

 
1%
 
35%
 
36%
 
849,412

 
19%
 
761,101

 
21%
 
12%
 
12%
Total:
 
 
 
 
 
 
 
 
 
 
 
Recurring revenues
4,120,120

 
94%
 
3,417,374

 
95%
 
21%
 
21%
Non-recurring revenues
248,308

 
6%
 
194,615

 
5%
 
28%
 
28%
 
$
4,368,428

 
100%
 
$
3,611,989

 
100%
 
21%
 
21%
Americas Revenues.  Revenues for our Americas region for the year ended December 31, 2017 included approximately $359.1 million of revenues attributable to the Verizon Data Center Acquisition. During the years ended December 31, 2017 and 2016 , our revenues from the United States, the largest revenue contributor in the Americas region for the periods, represented approximately 91% and 92% , respectively, of the regional revenues. Excluding revenues attributable to the Verizon Data Center Acquisition, growth in Americas revenues was primarily due to (i) $34.5 million of revenue generated from our recently-opened IBX data centers or IBX data center expansions in the Dallas, New York, Sao Paulo, Silicon Valley, Toronto and Washington, D.C. areas and (ii) an increase in orders from both our existing customers and new customers during the period. During the year ended December 31, 2017 , the U.S. dollar was generally weaker relative to the Canadian dollar and Brazilian real than during the year ended December 31, 2016 , resulting in approximately $11.4 million of favorable foreign currency impact on our Americas revenues during the year ended December 31, 2017 when compared to 2016 using average exchange rates.
EMEA Revenues.   As compared to 2016, revenues for our EMEA region for the year ended December 31, 2017 include $47.2 million of incremental revenues from recently closed acquisitions including the TelecityGroup Acquisition, which closed on January 15, 2016, the Paris IBX Data Center Acquisition, which closed in August 2016, the IO Acquisition, which closed in February 2017, and the Itconic and Zenium data center acquisitions, which closed in October 2017. Our revenues from the U.K., our largest revenue contributor in the EMEA region, represented 30% of regional revenues for the year ended December 31, 2017 compared to 32% of regional revenues for the year ended December 31, 2016 . Excluding the acquisitions, our EMEA revenue growth was primarily due to (i) approximately $62.3 million of revenue from our recently-opened IBX data centers or IBX data center expansions in the Amsterdam, Dubai, Dublin, Frankfurt, Helsinki, London, Paris and Zurich metro areas and (ii) an increase in orders from both our existing customers and new customers during the period. During the year ended December 31, 2017 , the impact of foreign currency fluctuations resulted in approximately $4.9 million of net unfavorable foreign currency impact to our EMEA revenues primarily due to a generally stronger U.S. dollar relative to the British pound during the year ended December 31, 2017 compared to the year ended December 31, 2016 .
Asia-Pacific Revenues.   Our revenues from Japan, the largest revenue contributor in the Asia-Pacific region, represented approximately 34% and 35% , respectively, for the year ended December 31, 2017 and 2016 . Our Asia-Pacific revenue growth was primarily due to (i) approximately $42.6 million of revenue generated from our recently-opened IBX data center expansions in the Hong Kong, Osaka and Sydney metro areas and (ii) an increase in orders from both our existing customers and new customers during the period. During the year ended December 31, 2017 , the U.S. dollar was generally stronger relative to the Japanese Yen

46

Table of Contents

than during the year ended December 31, 2016 , resulting in approximately $6.8 million of net unfavorable foreign currency impact to our Asia-Pacific revenues during the year ended December 31, 2017 when compared to 2016 using average exchange rates.
Cost of Revenues.  Our cost of revenues for the years ended December 31, 2017 and 2016 were split among the following geographic regions (dollars in thousands):
 
Years Ended December 31,
 
% Change
 
2017
 
%
 
2016
 
%
 
Actual
 
Constant Currency
Americas
$
958,845

 
44%
 
$
700,544

 
38%
 
37%
 
36%
EMEA
749,933

 
34%
 
653,766

 
36%
 
15%
 
15%
Asia-Pacific
484,371

 
22%
 
466,560

 
26%
 
4%
 
5%
Total
$
2,193,149

 
100%
 
$
1,820,870

 
100%
 
20%
 
20%
 
 
Years Ended December 31,
 
 
2017
 
2016
Cost of revenues as a percentage of revenues:
 
 
 
 
Americas
 
44%
 
42%
EMEA
 
56%
 
56%
Asia-Pacific
 
57%
 
61%
Total
 
50%
 
50%
Americas Cost of Revenues. Cost of revenues for our Americas region for the year ended December 31, 2017 included approximately $177.4 million of costs of revenues attributable to the Verizon Data Center Acquisition. Excluding the impact from the Verizon Data Center Acquisition, depreciation expense was $273.0 million and $241.6 million , respectively, for the years ended December 31, 2017 and 2016 . The growth in depreciation expense was primarily due to our IBX expansion activity. In addition to the increase in depreciation expense, the increase in our Americas cost of revenues for the year ended December 31, 2017 compared to the year ended December 31, 2016 was primarily due to (i) $30.4 million of higher utilities, repairs and maintenance, property taxes, and other cost of sales in support of our business growth, and (ii) $13.2 million of higher compensation costs, including general salaries, bonuses and stock-based compensation ( 1,114 Americas cost of revenues employees, excluding the Verizon Data Center Acquisition, as of December 31, 2017 versus 1,023 as of December 31, 2016 ). During the year ended December 31, 2017 , the impact of foreign currency fluctuations resulted in approximately $7.7 million of net unfavorable foreign currency impact to our Americas cost of revenues primarily due to a generally weaker U.S. dollar relative to the Brazilian real and Canadian dollar during the year ended December 31, 2017 compared to the year ended December 31, 2016 . We expect Americas cost of revenues to increase as we continue to expand our business, including results from the newly acquired business from the Verizon Data Center Acquisition.
EMEA Cost of Revenues. As compared to 2016, cost of revenues for our EMEA region for the year ended December 31, 2017 included $36.7 million of incremental cost of revenues attributable to recently closed acquisitions, including the TelecityGroup Acquisition that closed on January 15, 2016, the Paris IBX Data Center Acquisition that closed in August 2016, the IO Acquisition, which closed in February 2017, and the Itconic and Zenium data center acquisitions, which closed in October 2017. Excluding cost of revenues attributable to these acquisitions, the increase in our EMEA cost of revenues was primarily due to (i) $25.5 million of higher utilities in support of our business growth, (ii) $16.4 million of higher other cost of sales, including third party and managed service expenses, (iii) $10.7 million of higher depreciation expense and (iv) $7.2 million of higher compensation costs, including general salaries, bonuses and stock-based compensation ( 743 EMEA cost of revenues employees, excluding TelecityGroup employees, as of December 31, 2017 versus 623 as of December 31, 2016 ). During the year ended December 31, 2017 , the impact of foreign currency fluctuations resulted in approximately $2.7 million of net favorable foreign currency impact to our EMEA cost of revenues, primarily due to a generally stronger U.S. dollar relative to the British pound during the year ended December 31, 2017 compared to the year ended December 31, 2016 . We expect EMEA cost of revenues to increase as we continue to grow our business and as a result of our acquisitions.
Asia-Pacific Cost of Revenues. The increase in our Asia-Pacific cost of revenues was primarily due to (i) $16.7 million of higher utilities, rent, facility costs, consulting, bandwidth cost, custom service orders and repairs and maintenance costs in support of our business growth and (ii) $3.3 million of higher compensation costs, including general salaries, bonuses and stock-based compensation and headcount growth ( 828 Asia-Pacific cost of revenues employees as of December 31, 2017 versus 787 as of December 31, 2016 ), partially offset by a decrease of $3.2 million in depreciation and accretion expenses. During the year ended

47

Table of Contents

December 31, 2017 , the U.S. dollar was generally stronger relative to the Japanese Yen than during the year ended December 31, 2016 , resulting in approximately $5.0 million of net favorable foreign currency impact to our Asia-Pacific cost of revenues in 2017. We expect Asia-Pacific cost of revenues to increase as we continue to grow our business.
Sales and Marketing Expenses . Our sales and marketing expenses for the years ended December 31, 2017 and 2016 were split among the following geographic regions (dollars in thousands):
 
Years ended December 31,
 
% Change
 
2017
 
%
 
2016
 
%
 
Actual
 
Constant Currency
Americas
$
349,666

 
60%
 
$
230,900

 
53%
 
51%
 
51%
EMEA
153,811

 
26%
 
137,887

 
31%
 
12%
 
14%
Asia-Pacific
78,247

 
14%
 
69,955

 
16%
 
12%
 
13%
Total
$
581,724

 
100%
 
$
438,742

 
100%
 
33%
 
33%
 
Years Ended December 31,
 
2017
 
2016
Sales and marketing expenses as a percentage of revenues:
 
 
 
Americas
16%
 
14%
EMEA
11%
 
12%
Asia-Pacific
9%
 
9%
Total
13%
 
12%
Americas Sales and Marketing Expenses . The increase in our Americas sales and marketing expenses was primarily due to (i) $75.3 million of amortization of the acquired intangible assets in connection with the Verizon Data Center Acquisition, (ii) $33.1 million of higher compensation costs, including sales compensation, general salaries, bonuses and stock-based compensation and headcount growth ( 608 Americas sales and marketing employees, including those from the Verizon Data Center Acquisition, as December 31, 2017 , versus 553 as of December 31, 2016 ) and (ii) $4.1 million of higher consulting expenses to support our growth. During the year ended December 31, 2017 , the impact of foreign currency fluctuations to our Americas sales and marketing expenses was not significant when compared to average exchange rates during the year ended December 31, 2016 . We anticipate that we will continue to invest in Americas sales and marketing initiatives and expect our Americas sales and marketing expenses to continue to increase as we continue to grow our business, including the impact from the Verizon Data Center Acquisition.
EMEA Sales and Marketing Expenses.  The increase in the EMEA sales and marketing expense was primarily due to (i) $12.3 million of higher compensation costs, including sales compensation, general salaries, bonuses, stock-based compensation and headcount growth ( 378 EMEA sales and marketing employees as of December 31, 2017 versus 349 as of December 31, 2016 ) and (ii) an increase of $1.8 million in depreciation and amortization expense, primarily due to acquisitions made during the current year. During the year ended December 31, 2017 , the impact of foreign currency fluctuations resulted in approximately $2.8 million of net favorable foreign currency impact to our EMEA sales and marketing expenses primarily due to a generally stronger U.S. dollar relative to the British pound during the year ended December 31, 2017 compared to the year ended December 31, 2016 . Over the past several years, we have been investing in our EMEA sales and marketing initiatives to further increase our revenue. These investments have included the hiring of additional headcount and new product innovation efforts.
Asia-Pacific Sales and Marketing Expenses.  The increase in the Asia-Pacific sales and marketing expense is primarily due to (i) $6.5 million of higher compensation costs, including sales compensation, general salaries, bonuses, stock-based compensation and a larger average headcount in 2017 as compared to 2016 and (ii) $3.2 million of higher rent expense in support of our growth. For the year ended December 31, 2017 , the impact of foreign currency fluctuations to our Asia-Pacific sales and marketing expenses was not significant when compared to average exchange rates for the year ended December 31, 2016 . Over the past several years, we have been investing in our Asia-Pacific sales and marketing initiatives to further increase our revenue. These investments have included the hiring of additional headcount and new product innovation efforts.

48

Table of Contents

General and Administrative Expenses. Our general and administrative expenses for the years ended December 31, 2017 and 2016 were split among the following geographic regions (dollars in thousands):
 
Years Ended December 31,
 
% Change
 
2017
 
%
 
2016
 
%
 
Actual
 
Constant Currency
Americas
$
472,942

 
63%
 
$
391,637

 
56%
 
21%
 
20%
EMEA
195,430

 
26%
 
228,310

 
33%
 
(14)%
 
(12)%
Asia-Pacific
77,534

 
11%
 
74,614

 
11%
 
4%
 
5%
Total
$
745,906

 
100%
 
$
694,561

 
100%
 
7%
 
8%
 
Years Ended December 31,
 
2017
 
2016
General and Administrative expenses as a percentage of revenues:
 
 
 
Americas
22%
 
23%
EMEA
15%
 
19%
Asia-Pacific
9%
 
10%
Total
17%
 
19%
Americas General and Administrative Expenses. The increase in our Americas general and administrative expenses was primarily due to (i)  $35.5 million of higher compensation costs, including general salaries, bonuses, stock-based compensation, and headcount growth ( 1,207 Americas general and administrative employees, including those from the Verizon Data Center Acquisition, as of December 31, 2017 versus 934 as of December 31, 2016 ), (ii)  $22.9 million of higher depreciation expense associated with certain systems, including revenue, data management and cloud exchange systems, to improve our quote to order and billing processes and to support the integration and growth of our business and (iii) $16.6 million of higher office expense and consulting cost to support our growth. During the year ended December 31, 2017 , the impact of foreign currency fluctuations to our Americas general and administrative expenses was not significant when compared to average exchange rates for the year ended December 31, 2016 . Over the course of the past year, we have been investing in our Americas general and administrative functions to scale this region effectively for growth, which has included additional investments in improving our back office systems. We expect our current efforts to improve our back office systems will continue over the next several years. Going forward, although we are carefully monitoring our spending, we expect Americas general and administrative expenses to increase as we continue to further scale our operations to support our growth, including these investments in our back office systems and investments to maintain our REIT qualification. We also expect our Americas general and administrative expenses to increase as we continue to grow our business and as a result of the Verizon Data Center Acquisition.
EMEA General and Administrative Expenses.  The decrease in our EMEA general and administrative expenses was primarily due to (i) $20.8 million of lower amortization expenses as a result of fully amortizing the TelecityGroup trade names during the current period and (ii) $8.4 million of lower consulting expenses which was largely due to the completion of TelecityGroup integration activities in the current period. During the year ended December 31, 2017 , the impact of foreign currency fluctuations resulted in approximately $5.7 million of net favorable foreign currency impact to our EMEA general and administrative expenses primarily due to a generally stronger U.S. dollar relative to the British pound during the year ended December 31, 2017 compared to the year ended December 31, 2016 . Over the course of the past year, we have been investing in our EMEA general and administrative functions as a result of our ongoing efforts to scale this region effectively for growth. Going forward, although we are carefully monitoring our spending, we expect our EMEA general and administrative expenses to increase in future periods as we continue to scale our operations to support our growth.
Asia-Pacific General and Administrative Expenses. The increase in our Asia-Pacific general and administrative expense was primarily due to $5.0 million of higher compensation costs, including general salaries, bonuses, stock-based compensation and headcount growth ( 453 Asia-Pacific general and administrative employees as of December 31, 2017 versus 358 as of December 31, 2016 ), partially offset by a $1.3 million decrease in rent, repair and maintenance expense. For the year ended December 31, 2017 , the impact of foreign currency fluctuations on our Asia-Pacific general and administrative expenses was not significant when compared to average exchange rates for the year ended December 31, 2016 . Going forward, although we are carefully monitoring our spending, we expect Asia-Pacific general and administrative expenses to increase as we continue to support our growth.
Acquisition Costs .  During the year ended December 31, 2017 , we recorded acquisition costs totaling $38.6 million primarily in the Americas and EMEA regions, of which $28.5 million was related to the Verizon Data Center Acquisition during the year

49

Table of Contents

ended December 31, 2017 attributable to the Americas region. During the year ended December 31, 2016 , we recorded acquisition costs totaling $64.2 million primarily in the EMEA region due to the acquisitions of Telecity and the Paris IBX Data Center, and to a lesser degree, to the Americas region.
Impairment Charges.  During the year ended December 31, 2016 , we recorded impairment charges totaling $7.7 million in the Asia-Pacific region relating to assets held for sale. We did not have impairment charges during the year ended December 31, 2017 .
Gain on Asset Sales.  During the year ended December 31, 2016 , we recorded a gain on asset sales of $32.8 million primarily relating to the sale of the LD2 data center in the EMEA region and a parcel of land in San Jose in the Americas region. We did not have any gain on asset sales during the year ended December 31, 2017 .
Income from Operations. Our income from operations for the years ended December 31, 2017 and 2016 was split among the following geographic regions (dollars in thousands):
 
Years Ended December 31,
 
% Change
 
2017
 
%
 
2016
 
%
 
Actual
 
Constant Currency
Americas
$
363,220

 
45%
 
$
352,180

 
57%
 
3%
 
3%
EMEA
237,854

 
29%
 
124,853

 
20%
 
91%
 
85%
Asia-Pacific
207,940

 
26%
 
141,706

 
23%
 
47%
 
47%
Total
$
809,014

 
100%
 
$
618,739

 
100%
 
31%
 
30%
Americas Income from Continuing Operations. Our Americas income from continuing operations did not change significantly year over year. While revenues increased as described above, this was largely offset by (i) an increase of $18.6 million in acquisition costs, which was primarily related to the Verizon Data Center Acquisition, (ii) additional amortization of the acquired intangible assets resulted from the Verizon Data Center Acquisition and (iii) higher cost of revenues and sales and marketing expense as a percentage of revenues. The impact of foreign currency fluctuations on our Americas income from continuing operations for the year ended December 31, 2017 was not significant when compared to the year ended December 31, 2016 .
EMEA Income from Continuing Operations. The increase in our EMEA income from continuing operations was primarily due to higher revenues as a result of our IBX data center expansion activity and acquisitions, as described above, as well as lower operating expenses as a percentage of revenues, lower amortization costs as a result of fully amortizing the TelecityGroup trade names during the current period and lower acquisition costs incurred for the year ended December 31, 2017 . We incurred $9.2 million of acquisition costs during the year ended December 31, 2017 , as compared to $54.5 million of acquisition costs during the year ended December 31, 2016, which was primarily related to our acquisition of TelecityGroup. During the year ended December 31, 2017 , the impact of foreign currency fluctuations resulted in approximately $6.4 million of net favorable foreign currency impact to our EMEA income from continuing operations primarily due to a generally weaker U.S. dollar relative to the Euro during the year ended December 31, 2017 compared to the year ended December 31, 2016 .
Asia-Pacific Income from Continuing Operations. The increase in our Asia-Pacific income from continuing operations was primarily due to higher revenues as result of our IBX data center expansion activity and organic growth as described above and lower cost of revenues as a percentage of revenues. The impact of foreign currency fluctuations on our Asia-Pacific income from continuing operations for the year ended December 31, 2017 was not significant when compared to average exchange rates of the year ended December 31, 2016 .
Interest Income.  Interest income was $13.1 million and $3.5 million for the years ended December 31, 2017 and 2016 , respectively. The increase in interest income was driven by higher cash balances and interest yield rates for the year ended December 31, 2017. The average yield for the year ended December 31, 2017 was 0.64% versus 0.37% for the year ended December 31, 2016 .
Interest Expense.   Interest expense increased to $478.7 million for the year ended December 31, 2017 from $392.2 million for the year ended December 31, 2016 . The increase in interest expense was primarily due to the Term B-2 Loan borrowings of €1.0 billion and the issuance of $1.25 billion of 2027 Senior Notes in March 2017, as well as additional financings such as various capital lease and other financing obligations to support our expansion projects. During the years ended December 31, 2017 and 2016 , we capitalized $22.6 million and $13.3 million , respectively, of interest expense to construction in progress. We expect to incur higher interest expense going forward in connection with the additional indebtedness that we incurred during 2017.

50

Table of Contents

Other Income (Expense). We recorded net other income of $9.2 million and net expense of $57.9 million for the years ended December 31, 2017 and 2016 , respectively, primarily due to foreign currency exchange gains and losses during the periods, including $63.5 million in foreign currency losses recognized in the first quarter of 2016 as a result of completing the acquisition of TelecityGroup.
Loss on Debt Extinguishment. We recorded $65.8 million net loss on debt extinguishment during the year ended December 31, 2017 comprised of (i) $14.6 million of loss on debt extinguishment from the early redemption of the 4.875% Senior Notes due 2020, (ii) $13.2 million of loss on debt extinguishment from the early redemption of the Term B-2 Loan, (iii) $9.3 million of loss on debt extinguishment as a result of the redemption of the Term B Loans, (iv) $16.7 million loss on debt extinguishment as a result of amendments to leases and other financing obligations related to built-to-suite arrangements and (v) $12.0 million of loss on debt extinguishment as a result of the settlement of financing obligations of properties purchased. During the year ended December 31, 2016 , we recorded a $12.3 million loss on debt extinguishment as a result of the settlement of the financing obligations for our Paris 3 IBX data center, a portion of the lender fees associated with the Japanese Yen Term Loan, and the prepayment and termination of our 2012 and 2013 Brazil financings.
Income Taxes. We operate as a REIT for federal income tax purposes. As a REIT, we are generally not subject to federal income taxes on our taxable income distributed to stockholders. We intend to distribute or have distributed the entire taxable income generated by the operations of our REIT and QRSs for the years ended December 31, 2017 and December 31, 2016, respectively. As such, other than built-in-gains recognized and withholding taxes, no provision for U.S. income taxes for the REIT and QRSs has been included in the accompanying consolidated financial statements for the years ended December 31, 2017 and 2016 .
We have made TRS elections for some of our subsidiaries in and outside the U.S. In general, a TRS may provide services that would otherwise be considered impermissible for REITs to provide and may hold assets that REITs cannot hold directly. U.S. income taxes for the TRS entities located in the U.S. and foreign income taxes for our foreign operations regardless of whether the foreign operations are operated as QRSs or TRSs have been accrued, as necessary, for the years ended December 31, 2017 and 2016 .
For the years ended December 31, 2017 and 2016 , we recorded $53.9 million and $45.5 million of income tax expenses, respectively. Our effective tax rates were 18.8% and 28.4% , respectively, for the years ended December 31, 2017 and 2016 . The decrease in the effective tax rate in 2017 as compared to 2016 is primarily due to recognition of unrecognized tax benefits related to our tax positions in the U.S. and Brazil as a result of a lapse in statutes of limitations and lower amount of non-deductible expenses within our EMEA operations. This is partially offset by net deferred tax asset remeasurement in the U.S. TRS due to the corporate income tax rate reduction from 35% to 21% effective January 1, 2018 as a result of the TCJA.
Adjusted EBITDA . Adjusted EBITDA is a key factor in how we assess the operating performance of our segments and develop regional growth strategies such as IBX data center expansion decisions. We define adjusted EBITDA as income or loss from operations plus depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, acquisition costs and gain on asset sales. See "Non-GAAP Financial Measures" below for more information about adjusted EBITDA and a reconciliation of adjusted EBITDA to income or loss from operations. Our adjusted EBITDA for the years ended December 31, 2017 and 2016 was split among the following geographic regions (dollars in thousands):
 
Years Ended December 31,
 
% Change
 
2017
 
%
 
2016
 
%
 
Actual
 
Constant Currency
Americas
$
1,034,694

 
51
%
 
$
787,311

 
47
%
 
31
%
 
31
%
EMEA
582,697

 
28
%
 
494,263

 
30
%
 
18
%
 
17
%
Asia-Pacific
434,650

 
21
%
 
375,900

 
23
%
 
16
%
 
16
%
Total
$
2,052,041

 
100
%
 
$
1,657,474

 
100
%
 
24
%
 
24
%
Americas Adjusted EBITDA. The increase in our Americas adjusted EBITDA was primarily due to the Verizon Data Center Acquisition, higher revenues as result of our IBX data center expansion activity and organic growth as described above. During the year ended December 31, 2017 , currency fluctuations resulted in approximately $4.5 million of net favorable foreign currency impact on our Americas adjusted EBITDA primarily due to the U.S. dollar being generally weaker relative to the Canadian dollar and Brazilian real during the year ended December 31, 2017 compared to the year ended December 31, 2016 .
EMEA Adjusted EBITDA. The increase in our EMEA adjusted EBITDA was primarily due to higher revenues as a result of our IBX data center expansion activity and organic growth as described above and lower operating expenses as a percentage of revenues. During the year ended December 31, 2017 , currency fluctuations resulted in approximately $2.1 million of net favorable

51

Table of Contents

foreign currency impact to our EMEA adjusted EBITDA primarily due to a generally weaker U.S. dollar relative to the Euro during the year ended December 31, 2017 compared to the year ended December 31, 2016 .
Asia-Pacific Adjusted EBITDA. The increase in our Asia-Pacific adjusted EBITDA was primarily due to higher revenues as a result of our IBX data center expansion activity and organic growth, as described above, and lower cost of revenues as a percentage of revenues. During the year ended December 31, 2017 , the U.S. dollar was generally stronger relative to the Japanese Yen than during the year ended December 31, 2016 , resulting in approximately $2.7 million of net unfavorable foreign currency impact to our Asia-Pacific revenues during the year ended December 31, 2017 when compared to average exchange rates during the year ended December 31, 2016 .
Years Ended December 31, 2016 and 2015
Revenues.     Our revenues for the years ended December 31, 2016 and 2015 were generated from the following revenue classifications and geographic regions (dollars in thousands):
 
Years Ended December 31,
 
% Change
 
2016
 
%
 
2015
 
%
 
Actual
 
Constant Currency
Americas:
 
 
 
 
 
 
 
 
 
 
 
Recurring revenues
$
1,593,084

 
44%
 
$
1,432,084

 
52%
 
11%
 
12%
Non-recurring revenues
86,465

 
3%
 
80,451

 
3%
 
7%
 
8%
 
1,679,549

 
47%
 
1,512,535

 
55%
 
11%
 
11%
EMEA:
 
 
 
 
 
 
 
 
 
 
 
Recurring revenues
1,106,652

 
31%
 
651,778

 
24%
 
70%
 
75%
Non-recurring revenues
64,687

 
1%
 
47,029

 
2%
 
38%
 
42%
 
1,171,339

 
32%
 
698,807

 
26%
 
68%
 
72%
Asia-Pacific:
 
 
 
 
 
 
 
 
 
 
 
Recurring revenues
717,638

 
20%
 
485,279

 
18%
 
48%
 
46%
Non-recurring revenues
43,463

 
1%
 
29,246

 
1%
 
49%
 
46%
 
761,101

 
21%
 
514,525

 
19%
 
48%
 
46%
Total:
 
 
 
 
 
 
 
 
 
 
 
Recurring revenues
3,417,374

 
95%
 
2,569,141

 
94%
 
33%
 
34%
Non-recurring revenues
194,615

 
5%
 
156,726

 
6%
 
24%
 
25%
 
$
3,611,989

 
100%
 
$
2,725,867

 
100%
 
33%
 
34%
Americas Revenues.  During the years ended December 31, 2016 and 2015, our revenues from the United States, the largest revenue contributor in the Americas region for the periods, represented approximately 92% and 93%, respectively, of the regional revenues. Growth in Americas revenues was primarily due to (i) $28.9 million of revenue generated from our recently-opened IBX data centers or IBX data center expansions in the Atlanta, Chicago, Dallas, Silicon Valley and Washington, D.C. metro areas and (ii) an increase in orders from both our existing customers and new customers during the period. During the year ended December 31, 2016, the U.S. dollar was generally stronger relative to the Canadian dollar and Brazilian real than during the year ended December 31, 2015, resulting in approximately $6.6 million of unfavorable foreign currency impact on our Americas revenues during the year ended December 31, 2016 compared to average exchange rates during the year ended December 31, 2015.
EMEA Revenues.   Revenues for our EMEA region for the year ended December 31, 2016 include $404.1 million of revenues attributable to TelecityGroup, which closed in January 2016, and the Paris IBX Data Center Acquisition, which closed in August 2016. After our acquisition of TelecityGroup, the U.K. continues to be our largest revenue contributor in the EMEA region, providing 32% of regional revenues for the year ended December 31, 2016 compared to 37% of regional revenues for the year ended December 31, 2015. Our EMEA revenue growth was primarily due to (i) $404.1 million of revenues attributable to TelecityGroup and the Paris IBX Data Center Acquisition, (ii) approximately $49.7 million of revenue from our recently-opened IBX data centers or IBX data center expansions in the Amsterdam, Frankfurt, Paris and Zurich metro areas and (iii) an increase in orders from both our existing customers and new customers during the period. During the year ended December 31, 2016, the impact of foreign currency fluctuations resulted in approximately $33.5 million of net unfavorable foreign currency impact to our EMEA revenues

52

Table of Contents

primarily due to a generally stronger U.S. dollar relative to the British pound during the year ended December 31, 2016 compared to the year ended December 31, 2015.
Asia-Pacific Revenues.   Revenues for our Asia-Pacific region for the year ended December 31, 2016 include $148.7 million of revenues attributable to Bit-isle, which closed in November 2015. After our acquisition of Bit-isle, Japan is our largest revenue contributor in the Asia-Pacific region, providing 35% of regional revenues including Bit-isle for the year ended December 31, 2016 compared to 20% for the year ended December 31, 2015. Excluding revenues attributable to Bit-isle, our revenues from Singapore, which was our largest revenue contributor in the Asia-Pacific region before we acquired Bit-isle, represented approximately 38% and 39%, respectively, of the regional revenues for the years ended December 31, 2016 and December 31, 2015. Our Asia-Pacific revenue growth was primarily due to (i) $148.7 million of revenues attributable to Bit-isle, (ii) approximately $58.2 million of revenue generated from our recently-opened IBX data center expansions in the Hong Kong, Melbourne, Shanghai, Singapore, Sydney and Tokyo metro areas and (iii) an increase in orders from both our existing customers and new customers during the period. During the year ended December 31, 2016, the U.S. dollar was generally weaker relative to the Japanese Yen than during the year ended December 31, 2015, resulting in approximately $7.5 million of net favorable foreign currency impact to our Asia-Pacific revenues during the year ended December 31, 2016 when compared to average exchange rates during the year ended December 31, 2015.
Cost of Revenues.  Our cost of revenues for the years ended December 31, 2016 and 2015 were split among the following geographic regions (dollars in thousands):
 
Years Ended December 31,
 
% Change
 
2016
 
%
 
2015
 
%
 
Actual
 
Constant Currency
Americas
$
700,544

 
38%
 
$
637,604

 
49%
 
10%
 
11%
EMEA
653,766

 
36%
 
350,270

 
27%
 
87%
 
91%
Asia-Pacific
466,560

 
26%
 
303,632

 
24%
 
54%
 
52%
Total
$
1,820,870

 
100%
 
$
1,291,506

 
100%
 
41%
 
42%
 
Years Ended December 31,
 
2016
 
2015
Cost of revenues as a percentage of revenues:
 
 
 
Americas
42%
 
42%
EMEA
56%
 
50%
Asia-Pacific
61%
 
59%
Total
50%
 
47%
Americas Cost of Revenues. Our Americas cost of revenues for the years ended December 31, 2016 and 2015 included $241.6 million and $219.1 million, respectively, of depreciation expense. The growth in depreciation expense was primarily due to our IBX expansion activity. In addition to the increase in depreciation expense, the increase in our Americas cost of revenues for the year ended December 31, 2016 compared to the year ended December 31, 2015 was primarily due to (i) $22.9 million of higher utilities, rent and facilities costs, office expense, consulting, and repairs and maintenance in support of our business growth, (ii) $10.1 million of higher costs primarily due to custom service orders in support of our revenue growth and (iii) $4.5 million of higher compensation costs, including general salaries, bonuses and stock-based compensation. During the year ended December 31, 2016, the impact of foreign currency fluctuations resulted in approximately $4.9 million of net favorable foreign currency impact to our Americas cost of revenues primarily due to a generally stronger U.S. dollar relative to the Brazilian real and Canadian dollar during the year ended December 31, 2016 compared to the year ended December 31, 2015.
EMEA Cost of Revenues. Cost of revenues for our EMEA region for the year ended December 31, 2016 included $273.5 million of cost of revenues attributable to TelecityGroup, which closed in January 2016, and the Paris IBX Data Center Acquisition, which closed in August 2016. Excluding cost of revenues attributable to TelecityGroup and the Paris IBX Data Center Acquisition, EMEA cost of revenues was $380.3 million for the year ended December 31, 2016 compared to $350.3 million for the year ended December 31, 2015. Depreciation expense, excluding TelecityGroup and the Paris IBX Data Center Acquisition, was $100.8 million and $97.8 million for the years ended December 31, 2016 and 2015, respectively. The growth in depreciation expense was primarily due to our IBX data center expansion activity. Excluding the impact of TelecityGroup and the Paris IBX Data Center Acquisition, the remaining increase in our EMEA cost of revenues was primarily due to (i) $16.4 million of higher utilities,

53

Table of Contents

consulting, and repairs and maintenance costs in support of our business growth, (ii) $4.7 million of higher compensation costs, including general salaries, bonuses and stock-based compensation and headcount growth (623 EMEA cost of revenues employees, excluding TelecityGroup employees, as of December 31, 2016 versus 541 as of December 31, 2015), (iii) $8.3 million of other costs primarily related to the impact from cash flow hedges, offset by $4.0 million of lower rent and facilities costs. During the year ended December 31, 2016, the impact of foreign currency fluctuations resulted in approximately $13.6 million of net favorable foreign currency impact to our EMEA cost of revenues, primarily due to a generally stronger U.S. dollar relative to the British pound during the year ended December 31, 2016 compared to the year ended December 31, 2015.
Asia-Pacific Cost of Revenues. Cost of revenues for our Asia-Pacific region included $116.0 million and $17.4 million of cost of revenues attributable to Bit-isle, which closed in November 2015, for the years ended December 31, 2016 and 2015, respectively. Excluding cost of revenues attributable to Bit-isle, Asia-Pacific cost of revenues was $350.6 million for Asia-Pacific for the year ended December 31, 2016 compared to $286.2 million for the year ended December 31, 2015. Depreciation expense, excluding Bit-isle, was $149.5 million and $116.9 million for the years ended December 31, 2016 and 2015, respectively. The growth in depreciation expense was primarily due to our IBX data center expansion activity. Excluding the impact of our acquisition of Bit-isle, the remaining increase in our Asia-Pacific cost of revenues was primarily due to (i) $26.0 million of higher utilities, rent, facility costs, consulting, custom service orders, repairs and maintenance costs in support of our business growth and (ii) $4.5 million of higher compensation costs, including general salaries, bonuses and stock-based compensation and headcount growth (431 Asia-Pacific cost of revenues employees as of December 31, 2016 versus 390 as of December 31, 2015, excluding Bit-isle employees in both periods). During the year ended December 31, 2016, the U.S. dollar was generally weaker relative to the Japanese Yen than during the year ended December 31, 2015, resulting in approximately $5.6 million of net unfavorable foreign currency impact to our Asia-Pacific cost of revenues during the year ended December 31, 2016 when compared to average exchange rates during the year ended December 31, 2015.
Sales and Marketing Expenses . Our sales and marketing expenses for the years ended December 31, 2016 and 2015 were split among the following geographic regions (dollars in thousands):
 
Years Ended December 31,
 
% Change
 
2016
 
%
 
2015
 
%
 
Actual
 
Constant Currency
Americas
$
230,900

 
53%
 
$
208,310

 
63%
 
11%
 
11%
EMEA
137,887

 
31%
 
71,871

 
22%
 
92%
 
98%
Asia-Pacific
69,955

 
16%
 
51,831

 
15%
 
35%
 
34%
Total
$
438,742

 
100%
 
$
332,012

 
100%
 
32%
 
34%
 
Years Ended December 31,
 
2016
 
2015
Sales and marketing expenses as a percentage of revenues:
 
 
 
Americas
14%
 
14%
EMEA
12%
 
10%
Asia-Pacific
9%
 
10%
Total
12%
 
12%
Americas Sales and Marketing Expenses.  The increase in our Americas sales and marketing expenses was primarily due to (i) $16.4 million of higher compensation costs, including sales compensation, general salaries, bonuses and stock-based compensation and headcount growth (553 Americas sales and marketing employees as December 31, 2016 versus 497 as of December 31, 2015) and (ii) $7.9 million of higher advertising, promotion, consulting and travel expenses to support our growth. During the year ended December 31, 2016, the impact of foreign currency fluctuations to our Americas sales and marketing expenses was not significant when compared to average exchange rates during the year ended December 31, 2015.
EMEA Sales and Marketing Expenses.  Sales and marketing expenses for our EMEA region for the year ended December 31, 2016 included $53.0 million attributable to TelecityGroup, which closed in January 2016. Excluding the impact of TelecityGroup, our EMEA sales and marketing expenses were $84.9 million for the year ended December 31, 2016 compared to $71.9 million for the year ended December 31, 2015. The increase was primarily due to (i) $6.5 million of higher compensation costs, including sales compensation, general salaries, bonuses, stock-based compensation and headcount growth (283 EMEA sales and marketing employees, excluding TelecityGroup employees, as of December 31, 2016 versus 227 as of December 31, 2015), and (ii) $4.0 million of higher advertising, promotion, consulting, and other marketing expenses to support our growth. During the year ended

54

Table of Contents

December 31, 2016, the impact of foreign currency fluctuations resulted in approximately $4.8 million of net favorable foreign currency impact to our EMEA sales and marketing expenses primarily due to a generally stronger U.S. dollar relative to the British pound during the year ended December 31, 2016 compared to the year ended December 31, 2015.
Asia-Pacific Sales and Marketing Expenses.  Sales and marketing expenses for our Asia-Pacific region included $15.6 million and $2.2 million of sales and marketing expenses attributable to Bit-isle, which closed in November 2015, for the years ended December 31, 2016 and 2015, respectively. Excluding the impact of Bit-isle, our Asia-Pacific sales and marketing expenses were $54.4 million for the year ended December 31, 2016 compared to $49.6 million for the year ended December 31, 2015. The increase was primarily due to $4.9 million of higher compensation costs, including sales compensation, general salaries, bonuses, stock-based compensation and headcount growth (205 Asia-Pacific sales and marketing employees as of December 31, 2016 versus 183 as of December 31, 2015, excluding Bit-isle employees in both periods). For the year ended December 31, 2016, the impact of foreign currency fluctuations to our Asia-Pacific sales and marketing expenses was not significant when compared to average exchange rates for the year ended December 31, 2015.
General and Administrative Expenses. Our general and administrative expenses for the years ended December 31, 2016 and 2015 were split among the following geographic regions (dollars in thousands):
 
Years Ended December 31,
 
% Change
 
2016
 
%
 
2015
 
%
 
Actual
 
Constant Currency
Americas
$
391,637

 
56%
 
$
347,421

 
70%
 
13%
 
13%
EMEA
228,310

 
33%
 
92,803

 
19%
 
146%
 
157%
Asia-Pacific
74,614

 
11%
 
53,060

 
11%
 
41%
 
40%
Total
$
694,561

 
100%
 
$
493,284

 
100%
 
41%
 
43%
 
Years Ended December 31,
 
2016
 
2015
General and Administrative expenses as a percentage of revenues:
 
 
 
Americas
23%
 
23%
EMEA
19%
 
13%
Asia-Pacific
10%
 
10%
Total
19%
 
18%
Americas General and Administrative Expenses. The increase in our Americas general and administrative expenses was primarily due to (i) $17.5 million of higher depreciation expense associated with certain systems to improve our quote to order and billing processes and other systems to support the integration and growth of our business, (ii) $16.0 million of higher compensation costs, including general salaries, bonuses, stock-based compensation, and headcount growth (934 Americas general and administrative employees as of December 31, 2016 versus 800 as of December 31, 2015) and (iii) $10.7 million of higher office expense, rent and facility cost and outside services consulting costs also in line with our overall growth. During the year ended December 31, 2016, the impact of foreign currency fluctuations to our Americas general and administrative expenses was not significant when compared to average exchange rates for the year ended December 31, 2015.
EMEA General and Administrative Expenses.  General and administrative expenses for our EMEA region for the year ended December 31, 2016 included $92.7 million attributable to TelecityGroup, which closed in January 2016, and the Paris IBX Data Center Acquisition, which closed in August 2016. Excluding the impact of TelecityGroup and the Paris IBX Data Center Acquisition, our EMEA general and administrative expenses were $135.6 million for the year ended December 31, 2016 compared to $92.8 million for the year ended December 31, 2015. Excluding the impact of TelecityGroup and the Paris IBX Data Center Acquisition, the increase was primarily due to (i) $22.8 million of higher consulting services, travel, office and rent and facility costs to support the integration of TelecityGroup and (ii) $18.0 million of higher compensation costs, including general salaries, bonuses, stock-based compensation and headcount growth (562 EMEA general and administrative employees, excluding TelecityGroup employees, as of December 31, 2016 versus 420 as of December 31, 2015). During the year ended December 31, 2016, the impact of foreign currency fluctuations resulted in approximately $10.1 million of net favorable foreign currency impact to our EMEA general and administrative expenses primarily due to a generally stronger U.S. dollar relative to the British pound during the year ended December 31, 2016 compared to the year ended December 31, 2015. The increase in EMEA general and administrative expenses as a percentage of revenue is primarily due to an increase in amortization expense of $43.9 million associated with the TelecityGroup acquired intangibles.

55

Table of Contents

Asia-Pacific General and Administrative Expenses. General and administrative expenses for our Asia-Pacific region included $17.4 million and $5.8 million of general and administrative expenses attributable to Bit-isle, which closed in November 2015, for the years ended December 31, 2016 and 2015, respectively. Excluding the impact of Bit-isle, our Asia-Pacific general and administrative expenses were $57.2 million for the year ended December 31, 2016, as compared to $47.3 million for the year ended December 31, 2015. Excluding the impact of Bit-isle, the increase was primarily due to $8.5 million of higher compensation costs, including general salaries, bonuses, stock-based compensation and headcount growth (317 Asia-Pacific general and administrative employees as of December 31, 2016 versus 266 as of December 31, 2015, excluding Bit-isle employees in both periods). For the year ended December 31, 2016, the impact of foreign currency fluctuations to our Asia-Pacific general and administrative expenses was not significant when compared to average exchange rates of the year ended December 31, 2015.
Acquisition Costs .  During the year ended December 31, 2016, we recorded acquisition costs totaling $64.2 million primarily attributed to the EMEA region due to the acquisitions of Telecity and the Paris IBX Data Center. During the year ended December 31, 2015, we recorded acquisition costs totaling $41.7 million primarily attributed to the EMEA region, and to a lesser degree, to the Asia-Pacific region.
Impairment Charges.  During the year ended December 31, 2016, we recorded impairment charges totaling $7.7 million in the Asia-Pacific region relating to assets held for sale. We did not have impairment charges during the year ended December 31, 2015.
Gain on Asset Sales.  During the year ended December 31, 2016, we recorded a gain on asset sales of $32.8 million primarily relating to the sale of the LD2 data center in the EMEA region and a parcel of land in San Jose in the Americas region. We did not have any gain on asset sales during the year ended December 31, 2015.
Income from Operations. Our income from operations for the years ended December 31, 2016 and 2015 were split among the following geographic regions (dollars in thousands):
 
Years Ended December 31,
 
% Change
 
2016
 
%
 
2015
 
%
 
Actual
 
Constant Currency
Americas
$
352,180

 
57%
 
$
324,458

 
57%
 
9%
 
9%
EMEA
124,853

 
20%
 
145,527

 
26%
 
(14)%
 
(11)%
Asia-Pacific
141,706

 
23%
 
97,357

 
17%
 
46%
 
44%
Total
$
618,739

 
100%
 
$
567,342

 
100%
 
9%
 
10%
Americas Income from Continuing Operations. The increase in our Americas income from continuing operations was due to higher revenues as result of our IBX data center expansion activity and organic growth as described above as well as the gain recognized on the sale of the San Jose land parcel, partially offset by higher cost of revenues and operating expenses primarily attributable to higher compensation and other headcount related expenses to support our growth. The impact of foreign currency fluctuations on our Americas income from continuing operations for the year ended December 31, 2016 was not significant when compared to average exchange rates of the year ended December 31, 2015.
EMEA Income from Continuing Operations. The decrease in our EMEA income from continuing operations was primarily due to acquisition and integration costs incurred in connection with our acquisition of TelecityGroup, which closed in January 2016, as well as the increased depreciation and amortization created from the purchase accounting for TelecityGroup and the Paris IBX Data Center Acquisition, partially offset by the gain recognized on the sale of the LD2 data center. During the year ended December 31, 2016, the impact of foreign currency fluctuations resulted in approximately $5.2 million of net unfavorable foreign currency impact to our EMEA income from continuing operations primarily due to a generally stronger U.S. dollar relative to the British pound during the year ended December 31, 2016 compared to the year ended December 31, 2015.
Asia-Pacific Income from Continuing Operations. The increase in our Asia-Pacific income from continuing operations was primarily due to higher revenues as a result of our acquisition and integration of Bit-isle, which closed in November 2015, as well as our IBX data center expansion activity and organic growth as described above, partially offset by the impairment charges, higher cost of revenues and operating expenses primarily attributable to our acquisition of Bit-isle as well as higher compensation and other headcount related expenses and higher professional fees to support our growth. The impact of foreign currency fluctuations on our Asia-Pacific income from continuing operations for the year ended December 31, 2016 was not significant when compared to average exchange rates of the year ended December 31, 2015.

56

Table of Contents

Interest Income.  Interest income was $3.5 million and $3.6 million for the years ended December 31, 2016 and 2015, respectively. The average yield for the year ended December 31, 2016 was 0.37% versus 0.38% for the year ended December 31, 2015.
Interest Expense.   Interest expense increased to $392.2 million for the year ended December 31, 2016 from $299.1 million for the year ended December 31, 2015. This increase in interest expense was primarily due to the impact of our $1.1 billion of senior notes issued in December 2015, $614.7 million outstanding in seven-year term loans we borrowed in January 2016 and $406.6 million outstanding in five-year term loans we borrowed in October 2016, replacing a bridge term loan facility we borrowed to finance our acquisition of Bit-isle, which closed in November 2015, as well as additional financings such as various capital lease and other financing obligations to support our expansion projects. The increase in interest expense is partially offset by the settlement of the 4.75% convertible debt in June 2016. During the years ended December 31, 2016 and 2015, we capitalized $13.3 million and $10.9 million, respectively, of interest expense to construction in progress. Going forward, we expect to incur higher interest expense as we borrowed the €1.0 billion Term B-2 Loan in January 2017. We also expect to incur additional indebtedness to support our growth and acquisition opportunities including the Verizon Asset Purchase, resulting in higher interest expense going forward.
Other Income (Expense). We recorded net other expense of $57.9 million and $60.6 million for the years December 31, 2016 and 2015, respectively, primarily due to foreign currency exchange losses during the periods.
Loss on Debt Extinguishment. During the year ended December 31, 2016, we recorded a $12.3 million loss on debt extinguishment as a result of the settlement of the financing obligations for our Paris 3 IBX data center, a portion of the lender fees associated with the Japanese Yen Term Loan, and the prepayment and termination of our 2012 and 2013 Brazil financings. During the year ended December 31, 2015, we recorded a $0.3 million loss on debt extinguishment which was attributable to partial conversions of our 4.75% convertible subordinated notes in December 2015.
Income Taxes. For the years ended December 31, 2016 and 2015, we recorded $45.5 million and $23.2 million of income tax expenses, respectively. Our effective tax rates were 28.4% and 11.0%, respectively, for the years ended December 31, 2016 and 2015. The increase in the effective tax rate in 2016 as compared to 2015 is primarily due to higher profits in the domestic TRS and larger amount of non-deductible interest expenses within our EMEA operations.
We recorded excess income tax benefits of $2.8 million and $30.0 thousand during the years ended December 31, 2016 and 2015, respectively, in additional paid-in capital in our consolidated balance sheets.
Adjusted EBITDA . Adjusted EBITDA is a key factor in how we assess the operating performance of our segments and develop regional growth strategies such as IBX data center expansion decisions. We define adjusted EBITDA as income or loss from operations plus depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, acquisition costs and gain on asset sales. See "Non-GAAP Financial Measures" below for more information about adjusted EBITDA and a reconciliation of adjusted EBITDA to income or loss from operations. Our adjusted EBITDA for the years ended December 31, 2016 and 2015 was split among the following geographic regions (dollars in thousands):
 
Years Ended December 31,
 
% Change
 
2016
 
%
 
2015
 
%
 
Actual
 
Constant Currency
Americas
$
787,311

 
47%
 
$
698,604

 
55%
 
13%
 
13%
EMEA
494,263

 
30%
 
318,561

 
25%
 
55%
 
59%
Asia-Pacific
375,900

 
23%
 
254,462

 
20%
 
48%
 
46%
Total
$
1,657,474

 
100%
 
$
1,271,627

 
100%
 
30%
 
31%
Americas Adjusted EBITDA. The increase in our Americas adjusted EBITDA was due to higher revenues as result of our IBX data center expansion activity and organic growth as described above. During the year ended December 31, 2016, currency fluctuations resulted in approximately $2.2 million of net unfavorable foreign currency impact on our Americas adjusted EBITDA primarily due to the generally stronger U.S. dollar relative to the Brazilian real and Canadian dollar during the year ended December 31, 2016 compared to the year ended December 31, 2015.
EMEA Adjusted EBITDA. Adjusted EBITDA for our EMEA region includes $189.0 million of adjusted EBITDA attributable to our acquisition of TelecityGroup, which closed in January 2016, and the Paris IBX Data Center Acquisition, which closed in August 2016. Excluding adjusted EBITDA attributable to TelecityGroup and the Paris IBX Data Center Acquisition, the decrease in our EMEA adjusted EBITDA was primarily due to higher operating costs as result of our IBX data center expansion activity and organic growth as described above and integration costs relating to TelecityGroup acquisition. During the year ended

57

Table of Contents

December 31, 2016, currency fluctuations resulted in approximately $10.7 million of net unfavorable foreign currency impact to our EMEA adjusted EBITDA primarily due to a generally stronger U.S. dollar relative to the British pound during the year ended December 31, 2016 compared to the year ended December 31, 2015.
Asia-Pacific Adjusted EBITDA. Adjusted EBITDA for our Asia-Pacific region includes $50.3 million and $5.2 million of adjusted EBITDA attributable to our acquisition of Bit-isle, which closed in November 2015, for the years ended December 31, 2016 and 2015, respectively. Excluding adjusted EBITDA attributable to Bit-isle, the increase in our Asia-Pacific adjusted EBITDA was primarily due to higher revenues as result of our IBX data center expansion activity and organic growth as described above. During the year ended December 31, 2016, the U.S. dollar was generally weaker relative to the Japanese Yen than during the year ended December 31, 2015, resulting in approximately $4.1 million of net favorable foreign currency impact to our Asia-Pacific revenues during the year ended December 31, 2016 when compared to average exchange rates during the year ended December 31, 2015.
Non-GAAP Financial Measures
We provide all information required in accordance with GAAP, but we believe that evaluating our ongoing operating results may be difficult if limited to reviewing only GAAP financial measures. Accordingly, we use non-GAAP financial measures to evaluate our operations.
Non-GAAP financial measures are not a substitute for financial information prepared in accordance with GAAP. Non-GAAP financial measures should not be considered in isolation, but should be considered together with the most directly comparable GAAP financial measures and the reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures. We have presented such non-GAAP financial measures to provide investors with an additional tool to evaluate our operating results in a manner that focuses on what management believes to be our core, ongoing business operations. We believe that the inclusion of these non-GAAP financial measures provides consistency and comparability with past reports and provides a better understanding of the overall performance of the business and ability to perform in subsequent periods. We believe that if we did not provide such non-GAAP financial information, investors would not have all the necessary data to analyze Equinix effectively.
Investors should note that the non-GAAP financial measures used by us may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as those of other companies. Investors should therefore exercise caution when comparing non-GAAP financial measures used by us to similarly titled non-GAAP financial measures of other companies.
Our primary non-GAAP financial measures, adjusted EBITDA and adjusted funds from operations ("AFFO"), exclude depreciation expense as these charges primarily relate to the initial construction costs of our IBX data centers and do not reflect our current or future cash spending levels to support our business. Our IBX data centers are long-lived assets and have an economic life greater than 10 years. The construction costs of an IBX data center do not recur with respect to such data center, although we may incur initial construction costs in future periods with respect to additional IBX data centers, and future capital expenditures remain minor relative to our initial investment. This is a trend we expect to continue. In addition, depreciation is also based on the estimated useful lives of our IBX data centers. These estimates could vary from actual performance of the asset, are based on historical costs incurred to build out our IBX data centers and are not indicative of current or expected future capital expenditures. Therefore, we exclude depreciation from our operating results when evaluating our operations.
In addition, in presenting adjusted EBITDA and AFFO, we exclude amortization expense related to acquired intangible assets. Amortization expense is significantly affected by the timing and magnitude of our acquisitions and these charges may vary in amount from period to period. We exclude amortization expense to facilitate a more meaningful evaluation of our current operating performance and comparisons to our prior periods. We exclude accretion expense, both as it relates to asset retirement obligations as well as accrued restructuring charge liabilities, as these expenses represent costs which we believe are not meaningful in evaluating our current operations. We exclude stock-based compensation expense, as it can vary significantly from period to period based on share price, the timing, size and nature of equity awards. As such, we, and many investors and analysts, exclude stock-based compensation expense to compare our operating results with those of other companies. We also exclude restructuring charges. The restructuring charges relate to our decisions to exit leases for excess space adjacent to several of our IBX data centers, which we did not intend to build out, or our decision to reverse such restructuring charges. We also exclude impairment charges related to certain long-lived assets. The impairment charges are related to expense recognized whenever events or changes in circumstances indicate that the carrying amount of long-lived assets are not recoverable. We also exclude gain or loss on asset sales as it represents profit or loss that is not meaningful in evaluating the current or future operating performance. Finally, we exclude acquisition costs from AFFO and adjusted EBITDA to allow more comparable comparisons of our financial results to our historical operations. The acquisition costs relate to costs we incur in connection with business combinations. Such charges generally are not relevant to assessing the long-term performance of the company. In addition, the frequency and amount of such charges vary significantly

58

Table of Contents

based on the size and timing of the acquisitions. Management believes items such as restructuring charges, impairment charges, gain or loss on asset sales and acquisition costs are non-core transactions; however, these types of costs may occur in future periods.
Adjusted EBITDA
We define adjusted EBITDA as income or loss from operations plus depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, acquisition costs, and gain on asset sales as presented below (in thousands):
 
Years Ended December 31,
 
2017
 
2016
 
2015
Income from operations
$
809,014

 
$
618,739

 
$
567,342

Depreciation, amortization, and accretion expense
1,028,892

 
843,510

 
528,929

Stock-based compensation expense
175,500

 
156,148

 
133,633

Acquisition costs
38,635

 
64,195

 
41,723

Impairment charges

 
7,698

 

Gain on asset sales

 
(32,816
)
 

Adjusted EBITDA
$
2,052,041

 
$
1,657,474

 
$
1,271,627

Our adjusted EBITDA results have improved each year and in each region in total dollars due to the improved operating results discussed earlier in "Results of Operations", as well as the nature of our business model consisting of a recurring revenue stream and a cost structure which has a large base that is fixed in nature also discussed earlier in "Overview".
Funds from Operations ("FFO") and AFFO
We use FFO and AFFO, which are non-GAAP financial measures commonly used in the REIT industry. FFO is calculated in accordance with the standards established by the National Association of Real Estate Investment Trusts ("NAREIT"). FFO represents net income (loss), excluding gain (loss) from the disposition of real estate assets, depreciation and amortization on real estate assets and adjustments for unconsolidated joint ventures’ and non-controlling interests’ share of these items.
We use AFFO to evaluate our performance on a consolidated basis and as a metric in the determination of employees’ annual bonuses beginning in 2015 and vesting of restricted stock units that were granted beginning in 2015 and that have both service and performance conditions. In presenting AFFO, we exclude certain items that we believe are not good indicators of our current or future operating performance. AFFO represents FFO excluding depreciation and amortization expense on non-real estate assets, accretion, stock-based compensation, restructuring charges, impairment charges, acquisition costs, an installation revenue adjustment, a straight-line rent expense adjustment, amortization of deferred financing costs, gain (loss) on debt extinguishment, an income tax expense adjustment, recurring capital expenditures and adjustments for unconsolidated joint ventures' and noncontrolling interests’ share of these items and net income (loss) from discontinued operations, net of tax. The adjustments for both installation revenue and straight-line rent expense are intended to isolate the cash activity included within the straight-lined or amortized results in the consolidated statement of operations. We exclude the amortization of deferred financing costs as these expenses relate to the initial costs incurred in connection with debt financings that have no current or future cash obligations. We exclude gain (loss) on debt extinguishment since it generally represents the write-off of initial costs incurred in connection with debt financings or a cost that is incurred to reduce future interest costs and is not a good indicator of our current or future operating performance. We include an income tax expense adjustment, which represents the non-cash tax impact due to changes in valuation allowances, uncertain tax positions and deferred taxes that do not relate to current period’s operations. We deduct recurring capital expenditures, which represent expenditures to extend the useful life of its IBX data centers or other assets that are required to support current revenues. We also exclude net income (loss) from discontinued operations, net of tax, which represents results that may not recur and are not a good indicator of our current future operating performance.

59

Table of Contents

Our FFO and AFFO were as follows (in thousands):
 
Years Ended December 31,
 
2017
 
2016
 
2015
Net income
$
232,982

 
$
126,800

 
$
187,774

Adjustments:
 
 
 
 
 
Real estate depreciation and amortization
754,351

 
626,564

 
439,969

(Gain) loss on disposition of real estate property
4,945

 
(28,388
)
 
1,382

Adjustments for FFO from unconsolidated joint ventures
85

 
113

 
113

NAREIT FFO attributable to common stockholders
$
992,363

 
$
725,089

 
$
629,238

 
Years Ended December 31,
 
2017
 
2016
 
2015
NAREIT FFO attributable to common stockholders
$
992,363

 
$
725,089

 
$
629,238

Adjustments:
 
 
 
 
 
Installation revenue adjustment
24,496

 
20,161

 
35,498

Straight-line rent expense adjustment
8,925

 
7,700

 
7,931

Amortization of deferred financing costs
24,449

 
18,696

 
16,135

Stock-based compensation expense
175,500

 
156,149

 
133,633

Non-real estate depreciation expense
111,121

 
87,781

 
58,165

Amortization expense
177,008

 
122,862

 
27,446

Accretion expense (adjustment)
(13,588
)
 
6,303

 
3,349

Recurring capital expenditures
(167,995
)
 
(141,819
)
 
(120,281
)
Loss on debt extinguishment
65,772

 
12,276

 
289

Acquisition costs
38,635

 
64,195

 
41,723

Impairment charges

 
7,698

 

Net income from discontinued operations, net of tax

 
(12,392
)
 

Income tax expense adjustment
371

 
3,680

 
(1,270
)
Adjustments for AFFO from unconsolidated joint ventures
(17
)
 
(40
)
 
(58
)
AFFO
$
1,437,040

 
$
1,078,339

 
$
831,798

Our AFFO results have improved due to the improved operating results discussed earlier in "Results of Operations," as well as due to the nature of our business model which consists of a recurring revenue stream and a cost structure which has a large base that is fixed in nature as discussed earlier in "Overview."
Constant Currency Presentation
Our revenues and certain operating expenses (cost of revenues, sales and marketing and general and administrative expenses) from our international operations have represented and will continue to represent a significant portion of our total revenues and certain operating expenses. As a result, our revenues and certain operating expenses have been and will continue to be affected by changes in the U.S. dollar against major international currencies such as the Euro, British pound, Japanese yen, Singapore dollar, Australian dollar and Brazilian real. In order to provide a framework for assessing how each of our business segments performed excluding the impact of foreign currency fluctuations, we present period-over-period percentage changes in our revenues and certain operating expenses on a constant currency basis in addition to the historical amounts as reported. Presenting constant currency results of operations is a non-GAAP financial measure and is not meant to be considered in isolation or as an alternative to GAAP results of operations. However, we have presented this non-GAAP financial measure to provide investors with an additional tool to evaluate our operating results. To present this information, our current and comparative prior period revenues and certain operating expenses from entities reporting in currencies other than the U.S. dollar are converted into U.S. dollars at constant exchange rates rather than the actual exchange rates in effect during the respective periods (i.e. average rates in effect for the year ended December 31, 2016 are used as exchange rates for the year ended December 31, 2017 when comparing the year ended December 31, 2017 with the year ended December 31, 2016 , and average rates in effect for the year ended December 31,

60

Table of Contents

2015 are used as exchange rates for the year ended December 31, 2016 when comparing the year ended December 31, 2016 with the year ended December 31, 2015 ).
Liquidity and Capital Resources
As of December 31, 2017 , our total indebtedness was comprised of debt and financing obligations totaling approximately $10.2 billion consisting of (a) approximately $7,002.0 million of principal from our senior notes, (b) approximately $1,699.0 million from our capital lease and other financing obligations and (c) $1,468.3 million of principal from our mortgage and other loans payable (gross of debt issuance cost, debt discount, plus debt premium).
We believe we have sufficient cash, coupled with anticipated cash generated from operating activities, to meet our operating requirements, including repayment of the current portion of our debt as it becomes due, payment of regular dividend distributions and completion of our publicly-announced expansion projects. As of December 31, 2017 , we had $1,450.0 million of cash, cash equivalents and short-term and long-term investments, of which approximately $929.3 million was held in the U.S. In addition to our cash and investment portfolio, we have additional liquidity available to us from our $2,000.0 million Revolving Facility and the ATM program described below. On May 1, 2017, we completed the acquisition of Verizon's colocation data centers and their operations located in the United States, Brazil and Colombia for a cash purchase price of approximately $3,594.7 million . The Verizon Data Center Acquisition was funded by the borrowing of our then existing €1,000.0 million Term B-2 Loan and proceeds from the issuance of our $1,250.0 million 2027 Senior Notes and the issuance of common stock. During the three months ended March 31, 2017, we borrowed the full amount of our €1,000.0 million Term B-2 Loan (see Note 10 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K), issued $1,250.0 million of 5.375% senior notes due 2027 (see Note 10 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K) and sold 6,069,444 shares of common stock in a public offering for net proceeds of $2,126.3 million (see Note 11 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K).
In August 2017, we entered into an equity distribution agreement to sell up to $750.0 million of common stock in at the market ("ATM") offerings. For the year ended December 31, 2017 , we sold 763,201 shares for approximately $355.1 million , net of payment of commissions to the sales agents and estimated equity offering costs under the ATM program.
In September 2017, we issued €1,000.0 million 2025 Euro Senior Notes and redeemed the entire $500.0 million principal amount of our 4.875% Senior Notes due 2020. In December 2017, we issued €1,000.0 million 2026 Euro Senior Notes and entered into a credit agreement with a group of lenders for a $3,000.0 million Senior Credit Facility, comprised of a $2,000.0 million Revolving Facility and approximately a $1,000.0 million Term Loan Facility. We borrowed £500.0 million and SEK 2,800.0 million under the Term Loan Facility on December 12, 2017, or approximately $997.1 million at the exchange rate in effect on that date. Using the proceeds borrowed from the Term Loan Facility and the €1,000.0 million 2026 Euro Senior Notes and cash on hand, we terminated and repaid in full amounts outstanding under the 2014 Senior Credit Facility.
As of December 31, 2017 , we had 41 irrevocable letters of credit totaling $62.6 million issued and outstanding under the Revolving Facility; as a result of these letters of credit, we had a total of approximately $1,937.4 million of additional liquidity available to us under the Revolving Facility. Besides any further financing activity we may pursue, customer collections are our primary source of cash. While we believe we have a strong customer base, and have continued to experience relatively strong collections, if the current market conditions were to deteriorate, some of our customers may have difficulty paying us and we may experience increased churn in our customer base, including reductions in their commitments to us, all of which could have a material adverse effect on our liquidity. Additionally, we may pursue additional expansion opportunities, primarily the build out of new IBX data centers, in certain of our existing markets which are at or near capacity within the next year, as well as potential acquisitions. While we expect to fund these plans with our existing resources, additional financing, either debt or equity, may be required, and if current market conditions were to deteriorate, we may be unable to secure additional financing or any such additional financing may only be available to us on unfavorable terms. An inability to pursue additional expansion opportunities will have a material adverse effect on our ability to maintain our desired level of revenue growth in future periods.
We completed our conversion to a REIT in 2014 and began operating as a REIT effective January 1, 2015. As a result of our conversion to a REIT, we made special distributions to our stockholders in 2015 and 2014. The distributions were payable in common stock or cash at the election of our stockholders, with the cash portion of the distributions subject to certain maximum amounts. As a result of the special distributions, we paid a total of $125.5 million in 2015 and $83.3 million in 2014 and distributed 1.7 million and 1.5 million shares of common stock in 2015 and 2014, respectively. Also as a result of our conversion to a REIT, we began paying quarterly dividends in 2015. We paid an aggregate of $621.5 million and $499.5 million of quarterly cash dividends during 2017 and 2016, respectively, and $521.5 million of quarterly cash dividends and special distribution during 2015.

61

Table of Contents

Sources and Uses of Cash
 
Years Ended December 31,
 
2017
 
2016
 
2015
 
(in thousands)
Net cash provided by operating activities
$
1,439,233

 
$
1,019,353

 
$
894,823

Net cash used in investing activities
(5,400,826
)
 
(2,045,668
)
 
(637,797
)
Net cash provided by (used in) financing activities
4,607,860

 
(897,065
)
 
1,873,152

Operating Activities
Our cash provided by our operations is generated by colocation, interconnection, managed infrastructure and other revenues. Our primary use of cash from our operating activities include compensation and related costs, interest payments, other general corporate expenditures and taxes. The increase in net cash provided by operating activities during 2017 compared to 2016 was primarily due to improved operating results combined with incremental operating cash provided by the Verizon Data Center Acquisition and other acquisitions in 2017, offset by timing of collections on our receivables and increases in cash paid for cost of revenues, operating expenses, interest expense and income taxes. The increase in net cash provided by operating activities during 2016 compared to 2015 was primarily due to improved operating results combined with incremental operating cash provided by the acquisition of TelecityGroup in January 2016 and inclusion of full year operating results of Bit-isle.
Investing Activities
The increase in net cash used in investing activities during 2017 compared to 2016 was primarily due to the increase in spending for business acquisitions of approximately of $2,196.7 million , primarily related to the Verizon Data Center Acquisition, a decrease in proceeds from asset sales of $803.8 million , $265.4 million of higher capital expenditures and $67.0 million of higher purchases of real estate, primarily as a result of expansion activity. The increase in net cash used in investing activities during 2016 compared to 2015 was primarily due to the increase in spending for the acquisitions of TelecityGroup and the Paris IBX Data Center of $1,521.4 million , net of cash acquired, over prior year acquisition spending, a decrease in sales and maturities of investments, net of purchases, of $503.3 million and $245.2 million of higher capital expenditures, primarily a result of expansion activity. This was partially offset by proceeds from sales of assets of $851.6 million , net of cash transferred.
During 2018, we expect to complete the acquisitions of Metronode and the Infomart Dallas. We also anticipate our IBX expansion construction activity will increase from our 2017 levels. If the opportunity to expand is greater than planned and we have sufficient funding to pursue such expansion opportunities, we may further increase the level of capital expenditures to support this growth as well as pursue additional business acquisitions, property acquisitions or joint ventures.
Financing Activities
Net cash provided by financing activities during 2017 was primarily due to (i) borrowings under our €1,000.0 million Term B-2 Loan, approximately $1,059.8 million at the exchange rate in effect on January 6, 2017, (ii) the issuance of $1,250.0 million 2027 Senior Notes, (iii) the issuance of €1,000.0 million 2025 Euro Senior Notes, approximately $1,199.7 million at the exchange rate on September 20, 2017, (iv) the issuance of €1,000.0 million 2026 Euro Senior Notes, approximately $1,179.0 million at the exchange rate on December 12, 2017, (v) borrowings under our Term Loan Facility of approximately $997.1 million on December 12, 2017, at the exchange rate in effect on that day, (vi) the sale of common stock for net proceeds of $ 2,481.4 million and (vii) proceeds from employee awards of $41.7 million , partially offset by (i) repayment of the entire $500.0 million principal amount of our 4.875% Senior Notes due 2020 (ii) repayment in full of amounts outstanding under the 2014 Senior Credit Facility of approximately $2,207.7 million in total at the exchange rate on December 12, 2017, (iii) dividend distributions of $621.5 million , (iv) repayments of capital lease and other financing obligations of $93.5 million and (v) debt issuance costs of $81.0 million . Net cash used in financing activities during 2016 was primarily due to (i) $1,462.9 million repayment of loans payable including repayment of loans assumed in the TelecityGroup acquisition, bridge term loan and revolving credit facility, (ii) $114.4 million repayment of capital lease and other financing obligations and (iii) $499.5 million payment of dividends, partially offset by (iv) $1,168.3 million of proceeds from loans payable including proceeds from our Term Loan B and Japanese Yen Term Loan. Net cash provided by financing activities during 2015 was primarily due to (i) $1,100.0 million of gross proceeds from the senior notes offering in December 2015, (ii) $829.5 million of net proceeds from our public offering of common stock in November 2015, (iii) $1,197.1 million of proceeds from loans payable including proceeds from our term loan modification, our bridge term loan and our revolving credit facility, partially offset by (iv) $715.3 million repayment of mortgage and loans payable including repayment of $171.2 million of loans assumed in the Bit-isle acquisition and repayment of $544.1 million of U.S. dollar-denominated term loan and other mortgage and loan payments, (v) $396.0 million of quarterly dividend distributions and (vi) $125.5 million of special distributions. Going forward, we expect that our financing activities will consist primarily of repayment and refinancing

62

Table of Contents

of our debt and additional financings needed to support expansion opportunities, additional acquisitions or joint ventures, and the payment of our regular cash dividends.
Debt Obligations
Debt Facilities
We have various debt obligations with maturity dates ranging from 2018 to 2027 under which a total principal balance of $8,470.3 million remained outstanding (gross of debt issuance cost and discounts) as of December 31, 2017 . For further information on debt obligations, see "Debt Facilities" in Note 10 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Capital Lease and Other Financing Obligations
We have numerous capital lease and other financing obligations with maturity dates ranging from 2018 to 2053 under which a total principal balance of $1,699.0 million remained outstanding as of December 31, 2017 with a weighted average effective interest rate o f 7.86% . For f urther information on our capital leases and other financing obligations, see "Capital Lease and Other Financing Obligations" in Note 9 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Contractual Obligations and Off-Balance-Sheet Arrangements
We lease a majority of our IBX data centers and certain equipment under non-cancelable lease agreements expiring through 2065 . The following represents our debt maturities, financings, leases and other contractual commitments as of December 31, 2017 (in thousands):
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
Senior notes (1)
$

 
$

 
$

 
$

 
$
750,000

 
$
6,252,000

 
$
7,002,000

Term loans and other loans
payable (1)
64,472

 
77,309

 
77,237

 
387,762

 
857,402

 
4,093

 
1,468,275

Interest (2)
342,886

 
353,152

 
351,897

 
349,754

 
323,925

 
852,118

 
2,573,732

Capital lease and other financing obligations (3)
201,910

 
182,262

 
182,085

 
182,050

 
182,379

 
1,687,514

 
2,618,200

Operating leases (4)
176,789

 
164,711

 
154,329

 
144,706

 
140,451

 
1,132,964

 
1,913,950

Other contractual commitments (5)
823,764

 
69,466

 
20,965

 
17,929

 
18,621

 
201,043

 
1,151,788

Asset retirement obligations (6)
1,716

 
12,357

 
6,741

 
3,516

 
11,794

 
62,415

 
98,539

 
$
1,611,537

 
$
859,257

 
$
793,254

 
$
1,085,717

 
$
2,284,572

 
$
10,192,147

 
$
16,826,484

_________________________
(1)
Represents principal and premium only.
(2)
Represents interest on mortgage payable, senior notes, term loan facilities and other loans payable based on their approximate interest rates as of December 31, 2017 , as well as the credit facility fee for the revolving credit facility.
(3)
Represents principal and interest.
(4)
Represents minimum operating lease payments, excluding potential lease renewals.
(5)
Represents unaccrued contractual commitments. Other contractual commitments are described below.
(6)
Represents liability, net of future accretion expense.
In connection with certain of our leases and other contracts requiring deposits, we entered into 41 irrevocable letters of credit totaling $62.6 million under the revolving credit facility. These letters of credit were provided in lieu of cash deposits. If the landlords for these IBX leases decide to draw down on these letters of credit triggered by an event of default under the lease, we will be required to fund these letters of credit either through cash collateral or borrowing under the revolving credit facility. These contingent commitments are not reflected in the table above.
We had accrued liabilities related to uncertain tax positions totaling approximately $57.5 million as of December 31, 2017 . These liabilities, which are reflected on our balance sheet, are not reflected in the table above since it is unclear when these liabilities will be paid.
Primarily as a result of our various IBX data center expansion projects, as of December 31, 2017 , we were contractually committed for $508.2 million of unaccrued capital expenditures, primarily for IBX equipment not yet delivered and labor not yet provided in connection with the work necessary to complete construction and open these IBX data centers prior to making them available to customers

63

Table of Contents

for installation. This amount, which is expected to be paid during 2018 and thereafter, is reflected in the table above as "other contractual commitments."
We had other non-capital purchase commitments in place as of December 31, 2017 , such as commitments to purchase power in select locations and other open purchase orders, which contractually bind us for goods or services to be delivered or provided during 2018 and beyond. Such other purchase commitments as of December 31, 2017 , which total $643.6 million , are also reflected in the table above as "other contractual commitments."
On October 13, 2017, we entered into an agreement to purchase certain real property in Sydney, Australia, for a purchase price of A$110.0 million or approximately $86.7 million , subject to certain closing conditions, which is not reflected in the table above. We expect to close this transaction in 2018.
In December 2017, we entered into a transaction agreement to acquire the Metronode group of companies, for a cash purchase price of A$1.035 billion , or approximately $791.2 million at the exchange rate in effect on December 15, 2017. The transaction is expected to close in the first half of 2018, subject to certain closing conditions, which is not reflected in the table above.
Other Off-Balance-Sheet Arrangements
We have various guarantor arrangements with both our directors and officers and third parties, including customers, vendors and business partners. As of December 31, 2017 , there were no significant liabilities recorded for these arrangements. For additional information, see "Guarantor Arrangements" in Note 14 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of our financial statements requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. Management bases its assumptions, estimates and judgments on historical experience, current trends and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. However, because future events and their effects cannot be determined with certainty, actual results may differ from these assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in Note 1 to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. Management believes that the following critical accounting policies and estimates are the most critical to aid in fully understanding and evaluating our consolidated financial statements, and they require significant judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain:
Accounting for income taxes;
Accounting for business combinations;
Accounting for impairment of goodwill; and
Accounting for property, plant and equipment.

64

Table of Contents


Description

Judgments and Uncertainties
Effect if Actual Results Differ from Assumptions
Accounting for Income Taxes.

Deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences that exist between the financial statement carrying value of assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards on a taxing jurisdiction basis. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which we expect the temporary differences to be recovered or settled.
 
The accounting standard for income taxes requires a reduction of the carrying amounts of deferred tax assets by recording a valuation allowance if, based on the available evidence, it is more likely than not (defined by the accounting standard as a likelihood of more than 50%) that such assets will not be realized.

A tax benefit from an uncertain income tax position may be recognized in the financial statements only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority’s widely understood administrative practices and precedents.


The valuation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in our financial statements or tax returns. Our accounting for deferred tax consequences represents our best estimate of those future events.

In assessing the need for a valuation allowance, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets. If, based on the weight of that available evidence, it is more likely than not the deferred tax assets will not be realized, we record a valuation allowance. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified.

This assessment, which is completed on a taxing jurisdiction basis, takes into account a number of types of evidence, including the following: 1) the nature, frequency and severity of current and cumulative financial reporting losses, 2) sources of future taxable income and 3) tax planning strategies.

In assessing the tax benefit from an uncertain income tax position, the tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.


As of December 31, 2017 and 2016, we had net total deferred tax liabilities of $186.3 million and $212.0 million, respectively. As of December 31, 2017 and 2016, we had a total valuation allowance of $84.6 million and $29.2 million, respectively. If and when we reduce our remaining valuation allowances, it may have a favorable impact to our financial position and results of operations in the periods when such determinations are made. We will continue to assess the need for our valuation allowances, by country or location, in the future

During the year ended December 31, 2017, we provided full and partial valuation allowances on the Spanish and Turkish deferred tax assets acquired from the Itconic and Zenium data center acquisitions, respectively. In addition, we set up a full valuation allowance on the deferred tax asset associated with tax goodwill obtained as a result of a reorganization in Brazil. During the year ended December 31, 2016, we decided to release the valuation allowances related to the historical data center operations in Japan. This reduction in valuation allowance was partially offset by the full valuation allowance setups in Brazil and Canada as well as the increase in valuation allowances in Europe due to the TelecityGroup acquisition and integration.

As of December 31, 2017 and 2016, we had unrecognized tax benefits of $82.4 million and $72.2 million, respectively, exclusive of interest and penalties. During the year ended December 31, 2017, the unrecognized tax benefits increased by $10.2 million primarily due to the TelecityGroup integrations which was partially offset by the recognition of unrecognized tax benefits related to the Company’s tax positions in the U.S. and Brazil as a result of a lapse in statutes of limitations. During the year ended December 31, 2016, the unrecognized tax benefits increased by $41.4 million primarily due to the TelecityGroup acquisition and integration. The unrecognized tax benefits of $82.4 million as of December 31, 2017, if subsequently recognized, will affect our effective tax rate favorably at the time when such benefits are recognized.






65

Table of Contents


Description

Judgments and Uncertainties
Effect if Actual Results Differ from Assumptions
Accounting for Business Combinations

In accordance with the accounting standard for business combinations, we allocate the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair values. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed, if any, is recorded as goodwill.
 
We use all available information to estimate fair values. We typically engage outside appraisal firms to assist in determining the fair value of identifiable intangible assets such as customer contracts, leases and any other significant assets or liabilities and contingent consideration, as well as the estimated useful life of intangible assets. We adjust the preliminary purchase price allocation, as necessary, up to one year after the acquisition closing date if we obtain more information regarding asset valuations and liabilities assumed.
Our purchase price allocation methodology contains uncertainties because it requires assumptions and management’s judgment to estimate the fair value of assets acquired and liabilities assumed at the acquisition date. Key judgment used to estimate the fair value of intangible assets include projected revenue growth and operating margins, discount rates, customer attrition rates, as well as the estimated useful life of intangible assets. Management estimates the fair value of assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows and market multiple analyses. Our estimates are inherently uncertain and subject to refinement. Unanticipated events or circumstances may occur which could affect the accuracy of our fair value estimates, including assumptions regarding industry economic factors and business strategies.
During the last three years, we have completed a number of business combinations, including the Itconic Acquisition in October, 2017, Zenium data center acquisition in October, 2017, the Verizon Data Center Acquisition in May, 2017, IO Acquisition in February, 2017, the Paris IBX Data Center Acquisition in August 2016, TelecityGroup acquisition in January 2016, Bit-isle acquisition in November 2015, and Nimbo acquisition in January 2015. In 2017, we have finalized the purchase price allocation for the Paris IBX Data Center and IO acquisitions in the first and fourth quarters, respectively. The purchase price allocation for the TelecityGroup and Bit-isle acquisitions were completed in the fourth quarters of 2016 and 2015, respectively.

As of December 31, 2017, 2016 and 2015, we had net intangible assets of $2.4 billion, $719.2 million and $224.6 million, respectively. We recorded amortization expense for intangible assets of $177.0 million, $122.9 million and $27.4 million for the years ended December 31, 2017, 2016 and 2015, respectively.
 
We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we used to complete the purchase price allocations and the fair value of assets acquired and liabilities assumed. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material, which would be recorded in our consolidated statements of operations in 2018 or beyond.


66

Table of Contents


Description

Judgments and Uncertainties
Effect if Actual Results Differ from Assumptions
Accounting for Impairment of Goodwill and Other Intangible Assets

In accordance with the accounting standard for goodwill and other intangible assets, we perform goodwill and other intangible assets impairment reviews annually, or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
 
We complete the annual goodwill impairment assessment for the Americas reporting unit, the EMEA reporting unit and the Asia-Pacific reporting unit to determine if the fair values of the reporting units exceeded their carrying values. If goodwill is not considered impaired and we are not required to perform step two of goodwill impairment test.
 
We perform a review of other intangible assets for impairment by assessing events or changes in circumstances that indicate the carrying amount of an asset may not be recoverable.
In 2017, we elected to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, this analysis requires assumptions and estimates before performing the two-step goodwill impairment test, where the assessment requires assumptions and estimates derived from a review of our actual and forecasted operating results, approved business plans, future economic conditions and other market data.

In 2016, we elected to perform the first step of the two-step goodwill impairment test, we used both the income and market approach. The income approach is based on the ten-year business plan. We apply the weighted-average cost of capital applicable to our reporting units as discount rates. This requires assumptions and estimates derived from a review of our actual and forecasted operating results, approved business plans, future economic conditions and other market data. The market approach requires judgment in determining the appropriate market comparables. These assumptions require significant management judgment and are inherently subject to uncertainties.

In 2017 and 2016, we performed our annual review of other intangible assets by assessing if there were events or changes in circumstances indicating that the carrying amount of an asset may not be recoverable, such as a significant decrease in market price of an asset, a significant adverse change in the extent or manner in which an asset is being used, a significant adverse change in legal factors or business climate that could affect the value of an asset or a continuous deterioration of our financial condition. This assessment requires assumptions and estimates derived from a review of our actual and forecasted operating results, approved business plans, future economic conditions and other market data. There were no specific events in 2016 or 2017 that indicated a significant potential impairment.

As of December 31, 2017, goodwill attributable to the Americas reporting unit, the EMEA reporting unit and the Asia-Pacific reporting unit was $1.6 billion, $2.6 billion and $239.4 million, respectively.  

Future events, changing market conditions and any changes in key assumptions may result in an impairment charge. While we have not recorded an impairment charge against our goodwill to date, the development of adverse business conditions in our Americas, EMEA or Asia-Pacific reporting units, such as higher than anticipated customer churn or significantly increased operating costs, or significant deterioration of our market comparables that we use in the market approach, could result in an impairment charge in future periods. 

The balance of our other intangible assets, net, for the year ended December 31, 2017 was $2.4 billion. While we have not recorded an impairment charge against our other intangible assets to date, future events or changes in circumstances, such as a significant decrease in market price of an asset, a significant adverse change in the extent or manner in which an asset is being used, a significant adverse change in legal factors or business climate, may result in an impairment charge in future periods.

Any potential impairment charge against our goodwill and other intangible assets would not exceed the amounts recorded on our consolidated balance sheets.

67

Table of Contents


Description

Judgments and Uncertainties
Effect if Actual Results Differ from Assumptions
Accounting for Property, Plant and Equipment

We have a substantial amount of property, plant and equipment recorded on our consolidated balance sheet. The vast majority of our property, plant and equipment represent the costs incurred to build out or acquire our IBX data centers. Our IBX data centers are long-lived assets. The majority of our IBX data centers are in properties that are leased. We depreciate our property, plant and equipment using the straight-line method over the estimated useful lives of the respective assets (subject to the term of the lease in the case of leased assets or leasehold improvements and integral equipment located in leased properties).

Accounting for property, plant and equipment includes determining the appropriate period in which to depreciate such assets, making assessments for leased properties to determine whether they are capital or operating leases, determining if construction projects performed at leased properties trigger build-to-suit lease accounting, assessing such assets for potential impairment, capitalizing interest during periods of construction and assessing the asset retirement obligations required for certain leased properties that require us to return the leased properties back to their original condition at the time we decide to exit a leased property.
While there are numerous judgments and uncertainties involved in accounting for property, plant and equipment that are significant, arriving at the estimated useful life of an asset requires the most critical judgment for us and changes to these estimates would have the most significant impact on our financial position and results of operations. When we lease a property for our IBX data centers, we generally enter into long-term arrangements with initial lease terms of at least 8-10 years and with renewal options generally available to us. During the next several years, a number of leases for our IBX data centers will come up for renewal. As we start approaching the end of these initial lease terms, we will need to reassess the estimated useful lives of our property, plant and equipment. In addition, we may find that our estimates for the useful lives of non-leased assets may also need to be revised periodically. We periodically review the estimated useful lives of certain of our property, plant and equipment and changes in these estimates in the future are possible.

Another area of judgment for us in connection with our property, plant and equipment is related to lease accounting. Most of our IBX data centers are leased. Each time we enter into a new lease or lease amendment for one of our IBX data centers, we analyze each lease or lease amendment for the proper accounting. This requires certain judgments on our part such as establishing the lease term to include in a lease test, establishing the remaining estimated useful life of the underlying property or equipment and estimating the fair value of the underlying property or equipment, establishing the incremental borrowing rate to calculate the present value of the minimum lease payment for the lease test. All of these judgments are inherently uncertain. Different assumptions or estimates could result in a different accounting treatment for a lease.

The assessment of long-lived assets for impairment requires assumptions and estimates of undiscounted and discounted future cash flows. These assumptions and estimates require significant judgment and are inherently uncertain.

As of December 31, 2017, 2016 and 2015, we had property, plant and equipment of $9.4 billion, $7.2 billion, and $5.6 billion, respectively. During the years ended December 31, 2017, 2016 and 2015, we recorded depreciation expense of $865.5 million, $714.3 million, and $498.1 million, respectively. While we evaluated the appropriateness, we did not revise the estimated useful lives of our property, plant and equipment during the years ended December 31, 2017, 2016 and 2015. Further changes in our estimated useful lives of our property, plant and equipment could have a significant impact on our results of operations.

As of December 31, 2017, 2016 and 2015, we had property, plant and equipment under capital leases and other financing obligations of $1.8 billion, $1.6 billion and $1.5 billion, respectively. We recorded accumulated depreciation for assets under capital leases and other financing obligations of $348.4 million, $283.7 million and $221.8 million as of December 31, 2017, 2016 and 2015, respectively.

Additionally, during the years ended December 31, 2017, 2016 and 2015, we recorded rent expense of $157.9 million, $140.6 million, and $101.5 million under operating leases.

Recent Accounting Pronouncements
See "Recent Accounting Pronouncements" in Note 1 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

68

Table of Contents

ITEM 7A    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
The following discussion about market risk involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. We may be exposed to market risks related to changes in interest rates and foreign currency exchange rates and fluctuations in the prices of certain commodities, primarily electricity.
We employ foreign currency forward exchange contracts for the purpose of hedging certain specifically-identified exposures. The use of these financial instruments is intended to mitigate some of the risks associated with fluctuations in currency exchange rates, but does not eliminate such risks. We do not use financial instruments for trading or speculative purposes.
Investment Portfolio Risk
We maintain an investment portfolio of various holdings, types, and maturities that is prioritized on meeting REIT asset requirements. All of our marketable securities are recorded on our consolidated balance sheets at fair value with unrealized gains or losses reported as a component of other comprehensive income, net of tax. We consider various factors in determining whether we should recognize an impairment charge for our securities, including the length of time and extent to which the fair value has been less than our cost basis and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery. We anticipate that we will recover the entire cost basis of these securities and have determined that no other-than-temporary impairments associated with credit losses were required to be recognized during the year ended December 31, 2017 .
As of December 31, 2017 , our investment portfolio of cash equivalents and marketable securities consisted of money market funds, certificates of deposits and publicly traded equity securities. The amount in our investment portfolio that could be susceptible to market risk totaled $464.6 million .
Interest Rate Risk  
We are exposed to interest rate risk related to our outstanding debt. An immediate 10% increase or decrease in current interest rates from their position as of December 31, 2017 would not have a material impact on our debt obligations due to the fixed nature of the majority of our debt obligations. However, the interest expense associated with our senior credit facility and term loans, which bear interest at variable rates, could be affected. For every 100 basis point change in interest rates, our annual interest expense could increase by a total of approximately $12.6 million or decrease by a total of approximately $3.8 million based on the total balance of our primary borrowings under the Term A loan facility and the Japanese yen term loan as of December 31, 2017 . As of December 31, 2017 , we had not employed any interest rate derivative products against our debt obligations. However, we may enter into interest rate hedging agreements in the future to mitigate our exposure to interest rate risk.
The fair value of our long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. These interest rate changes may affect the fair value of the fixed interest rate debt but do not impact our earnings or cash flows. The fair value of our senior notes, which are traded in the market, was based on quoted market prices. The fair value of our mortgage and loans payable, which are not traded in the market, is estimated by considering our credit rating, current rates available to us for debt of the same remaining maturities and the terms of the debt. The following table represents the carrying value and estimated fair value of our mortgage and loans payable and senior notes as of (in thousands):
 
December 31, 2017
 
December 31, 2016
 
Carrying
Value (1)
 
Fair Value
 
Carrying
 Value (1)
 
Fair Value
Mortgage and loans payable
$
1,468,275

 
$
1,464,877

 
$
1,459,826

 
$
1,461,954

Senior notes
7,002,000

 
7,288,673

 
3,850,000

 
4,033,985

___________________
(1)
The carrying value is gross of debt issuance cost and discount.

Foreign Currency Risk
A significant portion of our revenue is denominated in U.S. dollars, however, approximately 54.8% of our revenues and 53.8% of our operating costs are attributable to Brazil, Canada and the EMEA and Asia-Pacific regions, and a large portion of those revenues and costs are denominated in a currency other than the U.S. dollar, primarily the Euro, British pound, Japanese yen,

69

Table of Contents

Singapore dollar, Hong Kong dollar, Australian dollar and Brazilian real. To help manage the exposure to foreign currency exchange rate fluctuations, we have implemented a number of hedging programs, in particular (i) a cash flow hedging program to hedge the forecasted revenues and expenses in our EMEA region, (ii) a balance sheet hedging program to hedge the remeasurement of monetary assets and liabilities denominated in foreign currencies, and (iii) a net investment hedging program to hedge the long term investments in our foreign subsidiaries. Our hedging programs reduce, but do not entirely eliminate, the impact of currency exchange rate movements and its impact on the consolidated statements of operations. As of December 31, 2017 , the outstanding foreign currency forward contracts had maturities of up to two years.
We have entered into various foreign currency loans and senior notes which are designated as hedges against our net investment in foreign subsidiaries. As of December 31, 2017 , the total principal amount of foreign currency loans and senior notes was $3,819.4 million , including $2,402.0 million denominated in Euro, $675.9 million denominated in British pound, $341.9 million denominated in Swedish krona and $399.6 million denominated in Japanese Yen. As of December 31, 2017 , we have designated $3,149.5 million of the total principal amount of foreign currency loans and senior notes as net investment hedges. For a net investment hedge, changes in the fair value of the hedging instrument designated as a net investment hedge, except the ineffective portion and forward points, are recorded as a component of other comprehensive income in the consolidated balance sheets. We did not record any ineffectiveness during 2017. Any remaining change in the carrying value of the foreign currency loans and senior notes is recognized in other income (expense) in our consolidated statements of operations.
Fluctuations in the exchange rates between these foreign currencies (i.e. Euro, British pound, Swedish krona and Japanese Yen) and the U.S. Dollar will impact the amount of U.S. Dollars that we will require to settle the foreign currency loans and senior notes at maturity. If the U.S. Dollar would have been weaker or stronger by 10% in comparison to these foreign currencies as of December 31, 2017, we estimate our obligation to cash settle the principal of these foreign currency loans and senior notes in U.S. Dollars would have increased or decreased by approximately $382.0 million respectively.
For the foreseeable future, we anticipate that approximately 50% or less of our revenues and operating costs will continue to be generated and incurred outside of the U.S. in currencies other than the U.S. dollar. During fiscal 2017 , the U.S. dollar became generally weaker relative to certain of the currencies of the foreign countries in which we operate. This overall weakening of the U.S. dollar had a positive impact on our consolidated results of operations because the foreign denominations translated into more U.S. dollars. In future periods, the volatility of the U.S. dollar as compared to the other currencies in which we do business could have a significant impact on our consolidated financial position and results of operations including the amount of revenue that we report in future periods.
With the existing cash flow hedges in place, a hypothetical additional 10% strengthening of the U.S. dollar during the year ended December 31, 2017 would have resulted in a reduction of our revenues and operating expenses, including depreciation and amortization expenses, for the year by approximately $132.4 million and $134.4 million , respectively.
With the existing cash flow hedges in place, a hypothetical additional 10% weakening of the U.S. dollar during the year ended December 31, 2017 would have resulted in an increase of our revenues and operating expenses, including depreciation and amortization expenses, for the year by approximately $127.3 million and $136.0 million , respectively.
We may enter into additional hedging activities in the future to mitigate our exposure to foreign currency risk as our exposure to foreign currency risk continues to increase due to our growing foreign operations; however, we do not currently intend to eliminate all foreign currency transaction exposure.
Commodity Price Risk
Certain operating costs incurred by us are subject to price fluctuations caused by the volatility of underlying commodity prices. The commodities most likely to have an impact on our results of operations in the event of price changes are electricity, supplies and equipment used in our IBX data centers. We closely monitor the cost of electricity at all of our locations. We have entered into several power contracts to purchase power at fixed prices in certain locations in the U.S., Australia, Brazil, France, Germany, Japan, the Netherlands, Singapore and the United Kingdom.
In addition, as we are building new, or expanding existing, IBX data centers, we are subject to commodity price risk for building materials related to the construction of these IBX data centers, such as steel and copper. In addition, the lead-time to procure certain pieces of equipment, such as generators, is substantial. Any delays in procuring the necessary pieces of equipment for the construction of our IBX data centers could delay the anticipated openings of these new IBX data centers and, as a result, increase the cost of these projects.
We do not currently employ forward contracts or other financial instruments to address commodity price risk other than the power contracts discussed above.

70

Table of Contents

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by this Item 8 are listed in Item 15(a)(1) and begin at page F-1 of this Annual Report on Form 10-K.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There is no disclosure to report pursuant to Item 9.
ITEM 9A.    CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2017 .
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the framework in Internal Control – Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2017 .
The effectiveness of our internal control over financial reporting as of December 31, 2017 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein on page F-1 of this Annual Report on Form 10-K.
Limitations on the Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed and operated to be effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

71

Table of Contents

Changes in Internal Control Over Financial Reporting
There was no change in our internal controls over financial reporting during the fourth quarter of fiscal 2017 that has materially affected, or is reasonable likely to affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
There is no disclosure to report pursuant to Item 9B.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  
Information required by this item is incorporated by reference to the Equinix proxy statement for the 2018 Annual Meeting of Stockholders.
We have adopted a Code of Ethics applicable for the Chief Executive Officer and Senior Financial Officers and a Code of Business Conduct. This information is incorporated by reference to the Equinix proxy statement for the 2018 Annual Meeting of Stockholders and is also available on our website, www.equinix.com.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is incorporated by reference to the Equinix proxy statement for the 2018 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this item is incorporated by reference to the Equinix proxy statement for the 2018 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this item is incorporated by reference to the Equinix proxy statement for the 2018 Annual Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this item is incorporated by reference to the Equinix proxy statement for the 2018 Annual Meeting of Stockholders.

72

Table of Contents

PART IV
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements:
(a)(2) Financial statements and schedules:

(a)(3) Exhibits:
 
 
 
 
Incorporated by Reference
 
 
Exhibit Number
 
Exhibit Description
 
Form
 
Filing Date/
Period End Date
 
Exhibit
 
Filed
Herewith
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
5/29/15
 
2.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
5/29/15
 
2.2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K
 
12/31/15
 
2.3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
12/6/16
 
2.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K
 
12/31/16
 
2.5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
5/1/17
 
2.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K/A
 
12/31/02
 
3.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
6/14/11
 
3.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
6/11/13
 
3.1
 
 
 
 
 
 
 
 
 
 
 
 
 

73

Table of Contents

 
 
 
 
Incorporated by Reference
 
 
Exhibit Number
 
Exhibit Description
 
Form
 
Filing Date/
Period End Date
 
Exhibit
 
Filed
Herewith
 
 
10-Q
 
6/30/2014
 
3.4
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K/A
 
12/31/02
 
3.3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
3/29/16
 
3.1
 
 
 
 
 
 
 
 
 
 
 
 
 
4.1
 
Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
3/5/13
 
4.3
 
 
 
 
 
 
 
 
 
 
 
 
 
4.3
 
Form of 5.375% Senior Note due 2023 (see Exhibit 4.2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
11/20/14
 
4.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
11/20/14
 
4.2
 
 
 
 
 
 
 
 
 
 
 
 
 
4.6
 
Form of 5.375% Senior Note due 2022 (see Exhibit 4.5)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
11/20/14
 
4.4
 
 
 
 
 
 
 
 
 
 
 
 
 
4.8
 
Form of 5.750% Senior Note due 2025 (see Exhibit 4.7)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
12/04/15
 
4.2
 
 
 
 
 
 
 
 
 
 
 
 
 
4.10
 
Form of 5.875% Senior Note due 2026 (see Exhibit 4.9)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
3/22/17
 
4.2
 
 
 
 
 
 
 
 
 
 
 
 
 
4.12
 
Form of 5.375% Senior Notes due 2027 (see Exhibit 4.11)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
9/20/17
 
4.2
 
 
 
 
 
 
 
 
 
 
 
 
 
4.14
 
Form of 2.875% Senior Notes due 2025 (see Exhibit 4.13)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8-K
 
12/05/17
 
4.1
 
 
 
 
 
 
 
 
 
 
 
 
 

74

Table of Contents

 
 
 
 
Incorporated by Reference
 
 
Exhibit Number
 
Exhibit Description
 
Form
 
Filing Date/
Period End Date
 
Exhibit
 
Filed
Herewith
 
 
8-K
 
12/05/17
 
4.2
 
 
 
 
 
 
 
 
 
 
 
 
 
4.17
 
Form of 2.875% Senior Notes due 2026 (see Exhibit 4.16)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K
 
12/31/14
 
4.13
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
S-4 (File No. 333-93749)
 
12/29/1999
 
10.5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K
 
12/31/16
 
10.2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K
 
12/31/16
 
10.3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K
 
12/31/16
 
10.4
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
6/30/14
 
10.5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K
 
12/31/08
 
10.31
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K
 
12/31/08
 
10.32
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K
 
12/31/08
 
10.33
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K
 
12/31/08
 
10.35
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
S-1/A
 (File No. 333-137607) filed by Switch & Data Facilities Company
 
2/5/07
 
10.9
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
9/30/10
 
10.42
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K
 
12/31/10
 
10.33
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K
 
12/31/10
 
10.34
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
6/30/13
 
10.51
 
 
 
 
 
 
 
 
 
 
 
 
 

75

Table of Contents

 
 
 
 
Incorporated by Reference
 
 
Exhibit Number
 
Exhibit Description
 
Form
 
Filing Date/
Period End Date
 
Exhibit
 
Filed
Herewith
 
 
10-Q
 
9/30/13
 
10.54
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
9/30/13
 
10.55
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
3/31/14
 
10.49
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
3/31/14
 
10.50
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
3/31/14
 
10.51
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
3/31/15
 
10.50
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
3/31/15
 
10.51
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
3/31/15
 
10.52
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
3/31/16
 
10.57
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
3/31/16
 
10.58
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
3/31/16
 
10.59
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
3/31/17
 
10.35
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
3/31/17
 
10.36
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
3/31/17
 
10.37
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
3/31/17
 
10.39
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
3/31/17
 
10.40
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
9/30/14
 
10.67
 
 
 
 
 
 
 
 
 
 
 
 
 

76

Table of Contents

 
 
 
 
Incorporated by Reference
 
 
Exhibit Number
 
Exhibit Description
 
Form
 
Filing Date/
Period End Date
 
Exhibit
 
Filed
Herewith
 
 
10-K
 
12/31/14
 
10.48
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
9/30/15
 
10.52
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K
 
12/31/15
 
10.55
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-K
 
12/31/16
 
10.39
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
9/30/17
 
10.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
6/30/16
 
10.55
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
6/30/16
 
10.56
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10-Q
 
9/30/16
 
10.42
 
 
 
 
 
 
 
 
 
 
 
 
 

77

Table of Contents

 
 
 
 
Incorporated by Reference
 
 
Exhibit Number
 
Exhibit Description
 
Form
 
Filing Date/
Period End Date
 
Exhibit
 
Filed
Herewith
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
101.INS
 
XBRL Instance Document.
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document.
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Document.
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Document.
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Labels Document.
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Document.
 
 
 
 
 
 
 
X
** Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
(b)
Exhibits.
See (a) (3) above.
(c)
Financial Statement Schedule.
See (a) (2) above.
ITEM 16.    FORM 10-K SUMMARY
Not applicable.

78

Table of Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
EQUINIX, INC.
(Registrant)
 
 
 
February 26, 2018
By
/s/ PETER F. VAN CAMP
 
 
Peter F. Van Camp
 
 
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter F. Van Camp or Keith D. Taylor, or either of them, each with the power of substitution, their attorney-in-fact, to sign any amendments to this Annual Report on Form 10-K (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date

/s/ PETER F. VAN CAMP
Chief Executive Officer (Principal Executive Officer), President and Executive Chairman
February 26, 2018
Peter F. Van Camp
/s/ KEITH D. TAYLOR
Chief Financial Officer (Principal Financial and Accounting Officer)
February 26, 2018
Keith D. Taylor
/s/ THOMAS A. BARTLETT
Director
February 26, 2018
Thomas A. Bartlett
/s/ NANCI CALDWELL
Director
February 26, 2018
Nanci Caldwell
/s/ GARY F. HROMADKO
Director
February 26, 2018
Gary F. Hromadko
/s/ SCOTT G. KRIENS
Director
February 26, 2018
Scott G. Kriens
/s/ WILLIAM K. LUBY
Director
February 26, 2018
William K. Luby
/s/ IRVING F. LYONS, III
Director
February 26, 2018
Irving F. Lyons, III
/s/ CHRISTOPHER B. PAISLEY
Director
February 26, 2018
Christopher B. Paisley


79

Table of Contents

INDEX TO EXHIBITS
Exhibit
Number
 
Description of Document
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101.INS
 
XBRL Instance Document.
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document.
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Document.
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Document.
 
 
 
101.LAB
 
XBRL Taxonomy Extension Labels Document.
 
 
 
101. PRE
 
XBRL Taxonomy Extension Presentation Document.


80

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Equinix, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Equinix, Inc. and its subsidiaries as of December 31, 2017 and December 31, 2016, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and other comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedule listed in the index appearing under item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and December 31, 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


F-1

Table of Contents

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/PricewaterhouseCoopers LLP
San Jose, California
February 26, 2018
We have served as the Company’s auditor since 2000.

F-2

Table of Contents

EQUINIX, INC.
Consolidated Balance Sheets
(in thousands, except share and per share data)

December 31,

2017

2016
Assets
Current assets:



Cash and cash equivalents
$
1,412,517


$
748,476

Short-term investments
28,271


3,409

Accounts receivable, net of allowance for doubtful accounts of $18,228 and $15,675
576,313


396,245

Other current assets
232,027


319,396

Total current assets
2,249,128


1,467,526

Long-term investments
9,243


10,042

Property, plant and equipment, net
9,394,602


7,199,210

Goodwill
4,411,762


2,986,064

Intangible assets, net
2,384,972


719,231

Other assets
241,750


226,298

Total assets
$
18,691,457


$
12,608,371

Liabilities and Stockholders' Equity
Current liabilities:



Accounts payable and accrued expenses
$
719,257


$
581,739

Accrued property, plant and equipment
220,367


144,842

Current portion of capital lease and other financing obligations
78,705


101,046

Current portion of mortgage and loans payable
64,491


67,928

Other current liabilities
159,914


133,140

Total current liabilities
1,242,734


1,028,695

Capital lease and other financing obligations, less current portion
1,620,256


1,410,742

Mortgage and loans payable, less current portion
1,393,118


1,369,087

Senior notes
6,923,849


3,810,770

Other liabilities
661,710


623,248

Total liabilities
11,841,667


8,242,542

Commitments and contingencies (Note 14)



Stockholders' equity:



Preferred stock, $0.001 par value per share: 100,000,000 shares authorized in 2017 and 2016; zero shares issued and outstanding



Common stock, $0.001 par value per share: 300,000,000 shares authorized in 2017 and 2016; 79,440,404 issued and 79,038,062 outstanding in 2017 and 71,817,430 issued and 71,409,015 outstanding in 2016
79


72

Additional paid-in capital
10,121,323


7,413,519

Treasury stock, at cost; 402,342 shares in 2017 and 408,415 shares in 2016
(146,320
)

(147,559
)
Accumulated dividends
(2,592,792
)

(1,969,645
)
Accumulated other comprehensive loss
(785,189
)

(949,142
)
Retained earnings
252,689


18,584

Total stockholders' equity
6,849,790


4,365,829

Total liabilities and stockholders' equity
$
18,691,457


$
12,608,371


See accompanying notes to consolidated financial statements.

F-3

Table of Contents

EQUINIX, INC.
Consolidated Statements of Operations
(in thousands, except per share data)
 
Years Ended December 31,
 
2017
 
2016
 
2015
Revenues
$
4,368,428

 
$
3,611,989

 
$
2,725,867

Costs and operating expenses:
 
 
 
 
 
Cost of revenues
2,193,149

 
1,820,870

 
1,291,506

Sales and marketing
581,724

 
438,742

 
332,012

General and administrative
745,906

 
694,561

 
493,284

Acquisition costs
38,635

 
64,195

 
41,723

Impairment charges

 
7,698

 

Gain on asset sales

 
(32,816
)
 

Total costs and operating expenses
3,559,414

 
2,993,250

 
2,158,525

Income from operations
809,014

 
618,739

 
567,342

Interest income
13,075

 
3,476

 
3,581

Interest expense
(478,698
)
 
(392,156
)
 
(299,055
)
Other income (expense)
9,213

 
(57,924
)
 
(60,581
)
Loss on debt extinguishment
(65,772
)
 
(12,276
)
 
(289
)
Income from continuing operations before income taxes
286,832

 
159,859

 
210,998

Income tax expense
(53,850
)
 
(45,451
)
 
(23,224
)
Net income from continuing operations
232,982

 
114,408

 
187,774

Net income from discontinued operations, net of tax

 
12,392

 

Net income
$
232,982

 
$
126,800

 
$
187,774

 
 
 
 
 
 
Earnings per share ("EPS"):
 
 
 
 
 
Basic EPS from continuing operations
$
3.03

 
$
1.63

 
$
3.25

Basic EPS from discontinued operations

 
0.18

 

Basic EPS
$
3.03

 
$
1.81

 
$
3.25

Weighted-average shares
76,854

 
70,117

 
57,790

Dilutive EPS from continuing operations
$
3.00

 
$
1.62

 
$
3.21

Dilutive EPS from discontinued operations

 
0.17

 

Diluted EPS
$
3.00

 
$
1.79

 
$
3.21

Weighted-average shares
77,535

 
70,816

 
58,483

Cash dividends declared per common share
$
8.00

 
$
7.00

 
$
17.71

See accompanying notes to consolidated financial statements.

F-4

Table of Contents

EQUINIX, INC.
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
 
Years Ended December 31,
 
2017
 
2016
 
2015
Net income
$
232,982

 
$
126,800

 
$
187,774

Other comprehensive income (loss), net of tax:
 
 
 
 
 
Foreign currency translation adjustment ("CTA") gain (loss)
454,269

 
(507,420
)
 
(186,763
)
Net investment hedge CTA gain (loss)
(235,292
)
 
45,505

 
4,484

Unrealized gain (loss) on available-for-sale securities, net of tax effects of $(10), $(784) and $(4)
14

 
2,249

 
(40
)
Unrealized gain (loss) on cash flow hedges, net of tax effects of $18,542, $(6,760) and $(1,840)
(54,895
)
 
19,551

 
4,550

Net actuarial gain (loss) on defined benefit plans, net of tax effects of $39, $(8) and $(214)
(143
)
 
32

 
1,153

Total other comprehensive income (loss), net of tax
163,953

 
(440,083
)
 
(176,616
)
Comprehensive income (loss), net of tax
$
396,935

 
$
(313,283
)
 
$
11,158

See accompanying notes to consolidated financial statements.


F-5

Table of Contents

EQUINIX, INC.
Consolidated Statements of Stockholders’ Equity and Other Comprehensive Income (Loss)
For the Three Years Ended December 31, 2017
(in thousands, except share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Retained
Earnings
(Accumulated
Deficit)
 
Total
Stockholders'
Equity
 
Common stock
 
Treasury stock
 
Additional
Paid-in Capital
 
Accumulated
Dividends
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
Balance as of December 31, 2014
56,505,122

 
$
57

 
(53,867
)
 
$
(11,411
)
 
$
3,334,305

 
$
(424,387
)
 
$
(332,443
)
 
$
(295,990
)
 
$
2,270,131

Net income

 

 

 

 

 

 

 
187,774

 
187,774

Other comprehensive loss

 

 

 

 

 

 
(176,616
)
 

 
(176,616
)
Issuance of common stock in public offering of common stock, net
2,994,792

 
3

 

 

 
829,493

 

 

 

 
829,496

Issuance of common stock and release of treasury stock for employee equity awards
856,406

 
1

 
7,348

 
1,546

 
28,493

 

 

 

 
30,040

Issuance of common stock and release of treasury stock for the exchanges and conversions of 4.75% convertible debt
90,163

 

 
11,784

 
2,492

 
5,392

 

 

 

 
7,884

Dividend distributions

 

 

 

 

 
(393,584
)
 

 

 
(393,584
)
Settlement of accrued dividends on vested equity awards

 

 

 

 
3,775

 

 

 

 
3,775

Issuance of common stock and cash payment for special distribution
1,688,411

 
1

 

 

 
501,513

 
(627,221
)
 

 

 
(125,707
)
Accrued dividends on unvested equity awards

 

 

 

 

 
(23,280
)
 

 

 
(23,280
)
Tax benefit from employee stock plans

 

 

 

 
30

 

 

 

 
30

Stock-based compensation, net of estimated forfeitures

 

 

 

 
135,443

 

 

 

 
135,443

Balance as of December 31, 2015
62,134,894

 
62

 
(34,735
)
 
(7,373
)
 
4,838,444

 
(1,468,472
)
 
(509,059
)
 
(108,216
)
 
2,745,386

Net income

 

 

 

 

 

 

 
126,800

 
126,800

Other comprehensive loss

 

 

 

 

 

 
(440,083
)
 

 
(440,083
)
Issuance of common stock and release of treasury stock for employee equity awards
847,374

 
1

 
7,099

 
1,502

 
33,172

 

 

 

 
34,675

Issuance of common stock for TelecityGroup acquisition
6,853,500

 
7

 

 

 
2,077,905

 

 

 

 
2,077,912

Issuance of common stock, net and release of treasury stock for the exchanges and conversions of 4.75% convertible debt
1,981,662

 
2

 
(380,779
)
 
(141,688
)
 
291,711

 

 

 

 
150,025

Dividend distributions

 

 

 

 

 
(492,403
)
 

 

 
(492,403
)
Settlement of accrued dividends on vested equity awards

 

 

 

 
8,270

 
(1,000
)
 

 

 
7,270

Accrued dividends on unvested equity awards

 

 

 

 

 
(7,770
)
 

 

 
(7,770
)
Tax benefit from employee stock plans

 

 

 

 
2,773

 

 

 

 
2,773

Stock-based compensation, net of estimated forfeitures

 

 

 

 
161,244

 

 

 

 
161,244


F-6

Table of Contents

EQUINIX, INC.
Consolidated Statements of Stockholders’ Equity and Other Comprehensive Income (Loss) - continued
For the Three Years Ended December 31, 2017
(in thousands, except share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Retained
Earnings
(Accumulated
Deficit)
 
Total
Stockholders'
Equity
 
Common stock
 
Treasury stock
 
Additional
Paid-in Capital
 
Accumulated
Dividends
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
Balance as of December 31, 2016
71,817,430

 
72

 
(408,415
)
 
(147,559
)
 
7,413,519

 
(1,969,645
)
 
(949,142
)
 
18,584

 
4,365,829

Adjustment from adoption of new accounting standard

 

 

 

 

 

 

 
1,123

 
1,123

Net income

 

 

 

 

 

 

 
232,982

 
232,982

Other comprehensive income

 

 

 

 

 

 
163,953

 

 
163,953

Issuance of common stock in public offering of common stock, net
6,069,444

 
6

 

 

 
2,126,333

 

 

 

 
2,126,339

Issuance of common stock and release of treasury stock for employee equity awards
790,329

 
1

 
6,073

 
1,239

 
40,449

 

 

 

 
41,689

Issuance of common stock under ATM Program, net
763,201

 

 

 

 
355,082

 

 

 

 
355,082

Dividend distributions

 

 

 

 

 
(612,085
)
 

 

 
(612,085
)
Settlement of accrued dividends on vested equity awards

 

 

 

 
4,280

 
(890
)
 

 

 
3,390

Accrued dividends on unvested equity awards

 

 

 

 

 
(10,172
)
 

 

 
(10,172
)
Stock-based compensation, net of estimated forfeitures

 

 

 

 
181,660

 

 

 

 
181,660

Balance as of December 31, 2017
79,440,404

 
$
79

 
(402,342
)
 
$
(146,320
)
 
$
10,121,323

 
$
(2,592,792
)
 
$
(785,189
)
 
$
252,689

 
$
6,849,790

See accompanying notes to consolidated financial statements.

F-7

Table of Contents

EQUINIX, INC.
Consolidated Statements of Cash Flows
(in thousands)
 
Years Ended December 31,
 
2017
 
2016
 
2015
Cash flows from operating activities:
 
 
 
 
 
Net income
$
232,982

 
$
126,800

 
$
187,774

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation
865,472

 
714,345

 
498,134

Stock-based compensation
175,500

 
155,567

 
132,443

Amortization of intangible assets
177,008

 
122,862

 
27,446

Amortization of debt issuance costs and debt discounts
24,449

 
19,137

 
16,050

Provision for allowance for doubtful accounts
5,627

 
8,260

 
5,037

Impairment charges

 
7,698

 

Gain on asset sales

 
(32,816
)
 

Gain on sale of discontinued operations

 
(2,351
)
 

Loss on debt extinguishment
65,772

 
12,276

 
289

Other items
(11,243
)
 
20,609

 
16,490

Changes in operating assets and liabilities:
 
 
 
 
 
Accounts receivable
(161,774
)
 
(100,230
)
 
(44,583
)
Income taxes, net
(34,936
)
 
29,020

 
(109,579
)
Other assets
20,180

 
(72,831
)
 
(70,371
)
Accounts payable and accrued expenses
74,488

 
61,565

 
109,125

Other liabilities
5,708

 
(50,558
)
 
126,568

Net cash provided by operating activities
1,439,233

 
1,019,353

 
894,823

Cash flows from investing activities:
 
 
 
 
 
Purchases of investments
(57,926
)
 
(42,325
)
 
(359,031
)
Sales and maturities of investments
46,421

 
53,164

 
873,139

Business acquisitions, net of cash and restricted cash acquired
(3,963,280
)
 
(1,766,606
)
 
(245,503
)
Purchases of real estate
(95,083
)
 
(28,118
)
 
(38,282
)
Purchases of other property, plant and equipment
(1,378,725
)
 
(1,113,365
)
 
(868,120
)
Proceeds from sale of assets, net of cash transferred
47,767

 
851,582

 

Net cash used in investing activities
(5,400,826
)
 
(2,045,668
)
 
(637,797
)
Cash flows from financing activities:
 
 
 
 
 
Proceeds from employee equity awards
41,696

 
34,179

 
30,040

Payment of dividends and special distribution
(621,497
)
 
(499,463
)
 
(521,461
)
Proceeds from public offering of common stock, net of issuance costs
2,481,421

 

 
829,496

Proceeds from senior notes
3,628,701

 

 
1,100,000

Proceeds from loans payable
2,056,876

 
1,168,304

 
1,197,108

Repayment of senior notes
(500,000
)
 

 

Repayment of capital lease and other financing obligations
(93,470
)
 
(114,385
)
 
(28,663
)
Repayment of mortgage and loans payable
(2,277,798
)
 
(1,462,888
)
 
(715,270
)
Debt extinguishment costs
(26,122
)
 
(11,380
)
 

Debt issuance costs
(81,047
)
 
(11,381
)
 
(18,098
)
Other financing activities
(900
)
 
(51
)
 

Net cash provided by (used in) financing activities
4,607,860

 
(897,065
)
 
1,873,152

Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash
31,187

 
(21,800
)
 
(39,784
)
Net increase (decrease) in cash, cash equivalents and restricted cash
677,454

 
(1,945,180
)
 
2,090,394

Cash, cash equivalents and restricted cash at beginning of period
773,247

 
2,718,427

 
628,033

Cash, cash equivalents and restricted cash at end of period
$
1,450,701

 
$
773,247

 
$
2,718,427

Supplemental cash flow information
 
 
 
 
 
Cash paid for taxes
$
72,641

 
$
39,320

 
$
132,302

Cash paid for interest
$
444,793

 
$
350,083

 
$
237,410

 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1,412,517

 
$
748,476

 
$
2,228,838

Current portion of restricted cash included in other current assets
26,919

 
15,065

 
479,417

Non-current portion of restricted cash included in other assets
11,265

 
9,706

 
10,172

Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows
$
1,450,701

 
$
773,247

 
$
2,718,427

 
 
 
 
 
 
See accompanying notes to consolidated financial statements.

F-8

Table of Contents

EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.    Nature of Business and Summary of Significant Accounting Policies
Nature of Business
Equinix, Inc. ("Equinix" or the "Company") was incorporated in Delaware on June 22, 1998. Equinix provides colocation space and related services. Global enterprises, content providers, financial companies and network service providers rely upon Equinix’s insight and expertise to safehouse and connect their most valued information assets. The Company operates International Business Exchange TM ("IBX ® ") data centers, or IBX data centers, across the Americas; Europe, Middle East and Africa ("EMEA") and Asia-Pacific geographic regions where customers directly interconnect with a network ecosystem of partners and customers. More than 1,700 network service providers offer access to the world’s internet routes inside the Company’s IBX data centers. This access to internet routes provides Equinix customers improved reliability and streamlined connectivity while significantly reducing costs by reaching a critical mass of networks within a centralized physical location.
The Company has been operating as a Real Estate Investment Trust for federal income tax purposes ("REIT") effective January 1, 2015. See "Income Taxes" in Note 13 below for additional information.
On January 14, 2015, the Company acquired all of the issued and outstanding share capital of Nimbo Technologies Inc. ("Nimbo"). On November 2, 2015, the Company acquired Bit-isle, Inc. ("Bit-isle"), a Tokyo-based company which primarily provided data center solutions in Japan. On January 15, 2016, the Company completed its acquisition of Telecity Group plc ("TelecityGroup") which provided data center solutions in Europe. On August 1, 2016, the Company completed the purchase of Digital Realty's operating business in Paris (the "Paris IBX Data Center Acquisition"), which housed Equinix' Paris 2 and Paris 3 data centers. On February 3, 2017, the Company acquired IO UK's data center operating business in Slough, United Kingdom ("IO Acquisition"). On May 1, 2017, the Company completed the acquisition of certain colocation business from Verizon Communications Inc. ("Verizon") consisting of 29 data center buildings located in the United States, Brazil and Colombia (the "Verizon Data Center Acquisition"). On October 6, 2017, the Company completed the acquisition of Zenium's data center business in Istanbul and on October 9, 2017, the Company completed the acquisition of Itconic, a data center business in Spain and Portugal. As a result of these acquisitions, the Company operates 190 IBX data centers in 48 markets across five continents.
Basis of Presentation, Consolidation and Foreign Currency
The accompanying consolidated financial statements include the accounts of Equinix and its subsidiaries, including the acquisitions of Itconic from October 9, 2017, the Zenium data center from October 6, 2017, the Verizon data center business from May 1, 2017, the IO UK data center operating business from February 3, 2017, the Paris IBX Data Center from August 1, 2016, TelecityGroup from January 15, 2016, Bit-isle from November 2, 2015 and Nimbo from January 14, 2015. All intercompany accounts and transactions have been eliminated in consolidation. Foreign exchange gains or losses resulting from foreign currency transactions, including intercompany foreign currency transactions, that are anticipated to be repaid within the foreseeable future, are reported within other income (expense) on the Company’s accompanying consolidated statements of operations. For additional information on the impact of foreign currencies to the Company’s consolidated financial statements, see "Accumulated Other Comprehensive Loss" in Note 11.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States ("U.S.") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts, fair values of financial instruments, intangible assets and goodwill, useful lives of intangible assets and property, plant and equipment, assets acquired and liabilities assumed from acquisitions, asset retirement obligations and income taxes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable.
Cash, Cash Equivalents and Short-Term and Long-Term Investments
The Company considers all highly liquid instruments with an original maturity from the date of purchase of three months or less to be cash equivalents. Cash equivalents consist of money market mutual funds and certificates of deposit with original maturities up to 90 days. Short-term investments generally consist of certificates of deposit with original maturities of between

F-9

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



90 days and one year. Long-term investments consist of certificates of deposit with original maturities of one year or more and publicly traded equity securities. The Company’s investments in publicly traded equity securities are classified as "available-for-sale" and are carried at fair value with unrealized gains and losses reported in stockholders’ equity as a component of other comprehensive income (loss). The cost of securities sold is based on the specific identification method. The Company reviews its investment portfolio quarterly to determine if any securities may be other-than-temporarily impaired due to increased credit risk, changes in industry or sector of a certain instrument or ratings downgrades.
Equity Method and Cost Method Investments
The Company's investments in non-marketable equity securities are accounted under the cost method or the equity method. For cost method investments, the Company records the dividends declared by the investees in other income and expense in the consolidated statement of operations and records any dividends in excess of earnings as a reduction of cost of investment. For equity method investments, the Company adjusts the carrying amount of an investment for its share of the earnings and losses of the investees and recognizes its share of income or loss in other income and expense in the consolidated statement of operations. The Company records cost method and equity method investments in other assets in the consolidated balance sheet. The Company reviews these investments periodically to determine if any investments may be other-than-temporarily impaired primarily based on the financial condition and near-term prospects of these companies and funds.
Financial Instruments and Concentration of Credit Risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, short-term investments, long-term investments and accounts receivable. Risks associated with cash and cash equivalents, short-term investments and long-term investments are mitigated by the Company’s investment policy, which limits the Company’s investing to only those marketable securities rated at least A-1/P-1 Short Term Rating and A-/A3 Long Term Rating, as determined by independent credit rating agencies.
A significant portion of the Company’s customer base is comprised of businesses throughout the Americas. However, a portion of the Company’s revenues are derived from the Company’s EMEA and Asia-Pacific operations. The following table sets forth percentages of the Company’s revenues by geographic region for the years ended December 31:
 
2017
 
2016
 
2015
Americas
50
%
 
47
%
 
55
%
EMEA
31
%
 
32
%
 
26
%
Asia-Pacific
19
%
 
21
%
 
19
%
No single customer accounted for greater than 10% of accounts receivable or revenues as of or for the years ended December 31, 2017 , 2016 and 2015 .
Property, Plant and Equipment
Property, plant and equipment are stated at the Company’s original cost or at fair value for property, plant and equipment acquired through acquisitions, net of depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements and integral equipment at leased locations are amortized over the shorter of the lease term or the estimated useful life of the asset or improvement. Leasehold improvements acquired through acquisition are amortized over the shorter of the useful life of the assets or terms that include required lease periods and renewals that are deemed to be reasonably assured at the date of acquisition. Leasehold improvements that are placed into service significantly after and not contemplated at or near the beginning of the lease term are amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are deemed to be reasonably assured at the date the leasehold improvements are purchased.

F-10

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The Company’s estimated useful lives of its property, plant and equipment are as follows:
Core systems
3-25 years
Buildings
12-50 years
Leasehold improvements
12-40 years
Personal Property
3-10 years
The Company’s construction in progress includes direct and indirect expenditures for the construction and expansion of IBX data centers and is stated at original cost. The Company has contracted out substantially all of the construction and expansion efforts of its IBX data centers to independent contractors under construction contracts. Construction in progress includes costs incurred under construction contracts including project management services, engineering and schematic design services, design development, construction services and other construction-related fees and services. In addition, the Company has capitalized interest costs during the construction phase. Once an IBX data center or expansion project becomes operational, these capitalized costs are allocated to certain property, plant and equipment categories and are depreciated over the estimated useful life of the underlying assets.
The Company reviews its property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable such as a significant decrease in market price of an asset, a significant adverse change in the extent or manner in which an asset is being used or in its physical condition, a significant adverse change in legal factors or business climate that could affect the value of an asset or a continuous deterioration of the Company’s financial condition. Recoverability of assets to be held and used is assessed by comparing the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated discounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
The Company did not record any impairment charges related to its property, plant and equipment during the years ended December 31, 2017 and 2015 . However, the Company recorded an impairment charge of $7.7 million relating to assets held for sale for the year ended December 31, 2016 as described below.
Assets Held for Sale and Discontinued Operations
Assets and liabilities to be disposed of that meet all of the criteria to be classified as held for sale as set forth in the accounting standard for impairment or disposal of long-lived assets are reported at the lower of their carrying amounts or fair values less costs to sell. Assets are not depreciated or amortized while they are classified as held for sale. A component of a reporting entity or a group of components of a reporting entity that are disposed or meet the criteria to be classified as held for sale should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. The accounting guidance requires a business activity that, on acquisition, meets the criteria to be classified as held for sale be reported as a discontinued operation. For further information on the Company's assets held for sale and discontinued operations, see Notes 4 and 5.
Asset Retirement Costs
The fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred. The associated retirement costs are capitalized and included as part of the carrying value of the long-lived asset and amortized over the useful life of the asset. Subsequent to the initial measurement, the Company accretes the liability in relation to the asset retirement obligations over time and the accretion expense is recorded as a cost of revenue. The Company’s asset retirement obligations are primarily related to its IBX data centers, of which the majority are leased under long-term arrangements, and, in certain cases, are required to be returned to the landlords in their original condition. The majority of the Company’s IBX data center leases have been subject to significant development by the Company in order to convert them from, in most cases, vacant buildings or warehouses into IBX data centers. The majority of the Company’s IBX data centers’ initial lease terms expire at various dates ranging from 2018 to 2065 and most of them enable the Company to extend the lease terms.
Goodwill and Other Intangible Assets
The Company has three reportable segments comprised of the 1) Americas, 2) EMEA and 3) Asia-Pacific geographic regions, which the Company also determined are its reporting units. Goodwill will not be amortized and will be tested for impairment at

F-11

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



lease annually. As of December 31, 2017 , the Company had goodwill attributable to its Americas, EMEA and Asia-Pacific reporting units.
The Company has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, after assessing the qualitative factors, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then performing the two-step impairment test is unnecessary. However, if the Company concludes otherwise, then it is required to perform the first step of the two-step goodwill impairment test. The first step, identifying a potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step would need to be conducted; otherwise, no further steps are necessary as no potential impairment exists. The second step, measuring the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. Any excess of the reporting unit goodwill carrying value over the respective implied fair value is recognized as an impairment loss.
The Company assessed qualitative and quantitative factors during the fourth quarter of 2017 to determine whether it was more likely than not that the fair value of its Americas reporting unit, EMEA reporting unit and Asia-Pacific reporting unit was less than its carrying value. Qualitative factors considered in the assessment include industry and market conditions, overall financial performance, and other relevant events and factors affecting the reporting unit. Additionally, as part of this analysis, the Company may perform a quantitative analysis to support the qualitative factors by evaluating sensitivities to assumptions and inputs used in measuring a reporting unit's fair value. In 2016, the Company elected to bypass the qualitative assessment and performed the first step of the two-step goodwill impairment test for its Americas, EMEA and Asia-Pacific reporting units during the fourth quarter of 2016. In order to determine the fair value of each reporting unit, the Company utilizes the discounted cash flow and market methods. The assumptions supporting the discounted cash flow method was determined using the Company’s best estimates as of the date of the impairment review. 
As of December 31, 2017 and December 31, 2016, the Company concluded that it was more likely than not that goodwill attributed to the Company’s Americas, EMEA and Asia-Pacific reporting units was not impaired as the fair value of each reporting unit exceeded the carrying value of its respective reporting unit, including goodwill.
Impairment assessments inherently involve judgment as to assumptions about expected future cash flows and the impact of market conditions on those assumptions. Future events and changing market conditions may impact the Company’s assumptions as to prices, costs, growth rates or other factors that may result in changes in the Company’s estimates of future cash flows. Although the Company believes the assumptions it used in its evaluation of impairment are reasonable, significant changes in any one of the Company’s assumptions could produce a significantly different result. Indicators of potential impairment that might lead the Company to perform interim goodwill impairment assessments include significant and unforeseen customer losses, a significant adverse change in legal factors or in the business climate, a significant adverse action or assessment by a regulator, a significant stock price decline or unanticipated competition.
All of our intangible assets are subject to amortization and are amortized using the straight-line method over their estimated period of benefit. We perform a review of other intangible assets for impairment by assessing events or changes in circumstances that indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is assessed by comparing the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated discounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not record any impairment charges related to its other intangible assets during the years ended December 31, 2017 , 2016 and 2015 .
For further information on goodwill and other intangible assets, see Note 2 and Note 6 below.
Debt Issuance Costs
Loan fees and costs are capitalized and are amortized over the life of the related loans based on the effective interest method. Such amortization is included as a component of interest expense. Debt issuance costs related to outstanding debt are presented as a reduction of the carrying amount of the debt liability and debt issuance costs related to the revolving credit facility are presented as other assets. For the year ended December 31, 2016, debt issuance costs related to the unsecured bridge facility and undrawn term B-2 Loan are presented as other current assets.

F-12

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Derivatives and Hedging Activities
The Company recognizes all derivatives on the Company's consolidated balance sheets at fair value. The accounting for changes in the value of a derivative depends on whether or not the contract has been designated and qualifies for hedge accounting. In order to qualify for hedge accounting, a derivative must be considered highly effective at reducing the risk associated with the exposure being hedged. In order for a derivative to be designated as a hedge, there must be documentation of the risk management objective and strategy, including identification of the hedging instrument, the hedged item and the risk exposure, and how effectiveness is to be assessed prospectively and retrospectively. To assess effectiveness of derivatives that qualify for hedge accounting, the Company uses a regression analysis. The extent to which a hedging instrument has been and is expected to continue to be effective at achieving offsetting changes in cash flows is assessed and documented at least quarterly. For qualifying cash flow hedges, the effective portion of the change in the fair value of the derivative is recorded in other comprehensive income (loss) and recognized in the consolidated statements of operations when the hedged cash flows affect earnings in the same statement of operations line item as the hedged item. The ineffective portion of cash flow hedges is immediately recognized in earnings. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued. If the hedge relationship is terminated, then the change in fair value of the derivative recorded in other comprehensive income (loss) is recognized in earnings when the cash flows that were hedged occur, consistent with the original hedge strategy. For hedge relationships discontinued because the forecasted transaction is not expected to occur according to the original strategy, any related derivative amounts recorded in other comprehensive income (loss) are immediately recognized in earnings.
Foreign currency gains or losses associated with derivatives that do not qualify for hedge accounting are recorded within other income (expense) in the Company’s consolidated statements of operations, with the exception of foreign currency embedded derivatives contained in certain of the Company’s customer contracts (see "Revenue Recognition" below), which are recorded within revenues in the Company’s consolidated statements of operations. The Company does not use derivatives for speculative or trading purposes.
For further information on derivatives and hedging activities, see Note 7 below.
Fair Value of Financial Instruments
The carrying value of the Company’s cash and cash equivalents, short-term investments, long-term investments and derivative instruments represent their fair value, while the Company’s accounts receivable, accounts payable and accrued expenses and accrued property, plant and equipment approximate their fair value due primarily to the short-term maturity of the related instruments. The fair value of the Company’s debt, which is traded in the public debt market, is based on quoted market prices. The fair value of the Company’s debt, which is not publicly traded, is estimated by considering the Company’s credit rating, current rates available to the Company for debt of the same remaining maturities and terms of the debt.
Fair Value Measurements
The Company measures and reports certain financial assets and liabilities at fair value on a recurring basis, including its investments in money market funds, certificates of deposit, publicly traded equity securities and derivatives.
The Company also follows the accounting standard for the measurement of fair value for non-financial assets and liabilities on a nonrecurring basis. These include:
Non-financial assets and non-financial liabilities initially measured at fair value in a business combination or other new basis event, but not measured at fair value in subsequent reporting periods;
Reporting units and non-financial assets and non-financial liabilities measured at fair value for goodwill impairment tests;
Indefinite-lived intangible assets measured at fair value for impairment assessments;
Non-financial long-lived assets or asset groups measured at fair value for impairment assessments or disposal; and
Asset retirement obligations initially measured at fair value but not subsequently measured at fair value.
For further information on fair value measurements, see Note 8 below.

F-13

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Revenue Recognition
Equinix derives more than 90% of its revenues from recurring revenue streams, consisting primarily of (1) colocation, which includes the licensing of cabinet space and power; (2) interconnection offerings, such as cross connects and Equinix Exchange ports; (3) managed infrastructure solutions and (4) other revenues consisting of rental income from tenants or subtenants. The remainder of the Company’s revenues are from non-recurring revenue streams, such as installation revenues, certain professional services, contract settlements and equipment sales. Revenues from recurring revenue streams are generally billed monthly and recognized ratably over the term of the contract, generally one to three years for IBX data center colocation customers. Non-recurring installation fees, although generally paid in a lump sum upon installation, are deferred and recognized ratably over the period the customer is expected to benefit from the installation. Professional service fees are recognized in the period in which the services were provided and represent the culmination of a separate earnings process as long as they meet the criteria for separate recognition under the accounting standard related to revenue arrangements with multiple deliverables. Revenue from providing bandwidth access and equipment sales is recognized on a gross basis in accordance with the accounting standard related to reporting revenue gross as a principal versus net as an agent, primarily because the Company acts as the principal in the transaction, takes title to products and services and bears inventory and credit risk. To the extent the Company does not meet the criteria for recognizing bandwidth access and equipment services as gross revenue, the Company records the revenue on a net basis. Revenue from contract settlements, when a customer wishes to terminate their contract early, is generally recognized as the termination occurs, when no remaining related performance obligations exist and the customer is deemed to be creditworthy, to the extent that the revenue has not previously been recognized.
The Company guarantees certain service levels, such as uptime, as outlined in individual customer contracts. If these service levels are not achieved due to any failure of the physical infrastructure or offerings, or in the event of certain instances of damage to customer infrastructure within the Company’s IBX data centers, the Company would generally reduce revenue for any credits or cash payments given to the customer as a result. The Company generally determines such service level credits and cash payments prior to the associated revenue being recognized, and historically, these credits and cash payments have generally not been significant.
Revenue is recognized only when the service has been provided and when there is persuasive evidence of an arrangement, the fee is fixed or determinable and collection of the receivable is reasonably assured. It is the Company’s customary business practice to obtain a signed master sales agreement and sales order prior to recognizing revenue in an arrangement. Taxes collected from customers and remitted to governmental authorities are reported on a net basis and are excluded from revenue.
As a result of certain customer agreements being priced in currencies different from the functional currencies of the parties involved, under applicable accounting rules, the Company is deemed to have foreign currency forward contracts embedded in these contracts. The Company refers to these as foreign currency embedded derivatives (see Note 7). These instruments are separated from their host contracts and held on the Company’s consolidated balance sheet at their fair value. The majority of these foreign currency embedded derivatives arise in certain of the Company’s subsidiaries where the local currency is the subsidiary’s functional currency and the customer contract is denominated in the U.S. dollar. Changes in their fair values are recognized within revenues in the Company’s consolidated statements of operations.
The Company assesses collectability based on a number of factors, including past transaction history with the customer and the credit-worthiness of the customer. The Company generally does not request collateral from its customers although in certain cases the Company obtains a security interest in a customer’s equipment placed in its IBX data centers or obtains a deposit. If the Company determines that collection of a fee is not reasonably assured, the fee is deferred and revenue is recognized at the time collection becomes reasonably assured, which is generally upon receipt of cash. In addition, the Company also maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for which the Company had expected to collect the revenues. If the financial condition of the Company’s customers were to deteriorate or if they became insolvent, resulting in an impairment of their ability to make payments, greater allowances for doubtful accounts may be required. Management specifically analyzes accounts receivable and current economic news and trends, historical bad debts, customer concentrations, customer credit-worthiness and changes in customer payment terms when evaluating revenue recognition and the adequacy of the Company’s reserves. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectable are charged to bad debt expense included in general and administrative expense in the consolidated statements of operations. A specific bad debt reserve of up to the full amount of a particular invoice value is provided for certain problematic customer balances. An additional reserve is established for all other accounts based on the age of the invoices and an analysis of historical credits issued. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable.

F-14

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Income Taxes
Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are expected more likely than not to be realized in the future. A tax benefit from an uncertain income tax position may be recognized in the financial statements only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority’s widely understood administrative practices and precedents.
The Company has been operating as a REIT for federal income tax purposes effective January 1, 2015. As a result, the Company may deduct the distributions made to its stockholders from taxable income generated by the Company and its qualified REIT subsidiaries ("QRSs"). The Company’s dividends paid deduction generally eliminates the U.S. taxable income of the Company and its QRSs, resulting in no U.S. income tax due. However, the Company's taxable REIT subsidiaries ("TRSs") will continue to be subject to income taxes on any taxable income generated by them. In addition, the foreign operations of the Company will continue to be subject to local income taxes regardless of whether the foreign operations are operated as a QRS or TRS.
Stock-Based Compensation
Stock-based compensation cost is measured at the grant date for all stock-based awards made to employees and directors based on the fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period.
The Company grants restricted stock units to its employees and these equity awards generally have only a service condition. The Company grants restricted stock units to its executives and these awards generally have a service and performance condition or a service and market condition. To date, any performance conditions contained in an equity award are tied to the financial performance of the Company or a specific region of the Company. The Company assesses the probability of meeting these performance conditions on a quarterly basis. The majority of the Company’s equity awards vest over four years, although certain of the equity awards for executives vest over a range of two to four years. The valuation of restricted stock units with only a service condition or a service and performance condition requires no significant assumptions as the fair value for these types of equity awards is based solely on the fair value of the Company’s stock price on the date of grant. The Company uses a Monte Carlo simulation option-pricing model to determine the fair value of restricted stock units with a service and market condition.
The Company uses the Black-Scholes option-pricing model to determine the fair value of its employee stock purchase plan. The determination of the fair value of shares purchased under the employee stock purchase plan is affected by assumptions regarding a number of complex and subjective variables including the Company’s expected stock price volatility over the term of the awards and actual and projected employee stock purchase behaviors. The Company estimated the expected volatility by using the average historical volatility of its common stock that it believed was best representative of future volatility. The risk-free interest rate used was based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the equity awards. The expected dividend rate used was based on average dividend yields and the expected term used was equal to the term of each purchase window.
The accounting standard for stock-based compensation does not allow the recognition of unrealized tax benefits associated with the tax deductions in excess of the compensation recorded (excess tax benefit) until the excess tax benefit is realized (i.e., reduces taxes payable). In periods prior to 2017, the Company recognized the benefit from stock-based compensation in equity when the excess tax benefit is realized by following the "with-and-without" approach. Upon adoption of ASU No. 2016-09, Compensation - Stock Compensation (Topic 718) on January 1, 2017, the Company records the excess tax benefits from stock-based compensation as income tax expense through the statement of operations instead of additional paid-in capital as required under the previous guidance.
For further information on stock-based compensation, see Note 12 below.
Foreign Currency Translation
The financial position of foreign subsidiaries is translated using the exchange rates in effect at the end of the period, while income and expense items are translated at average rates of exchange during the period. Gains or losses from translation of foreign

F-15

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



operations where the local currency is the functional currency are included as other comprehensive income (loss). The net gains and losses resulting from foreign currency transactions are recorded in net income (loss) in the period incurred and reported within other income and expense. Certain inter-company balances are designated as loans of a long-term investment-type nature. Accordingly, exchange gains and losses associated with these long-term inter-company balances are recorded as a component of other comprehensive income (loss), along with translation adjustments.
Earnings Per Share
The Company computes basic and diluted EPS for net income. Basic EPS is computed using net income and the weighted-average number of common shares outstanding. Diluted EPS is computed using net income, adjusted for interest expense as a result of the assumed conversion of the Company’s 4.75% Convertible Subordinated Notes, if dilutive, and the weighted-average number of common shares outstanding plus any dilutive potential common shares outstanding. Dilutive potential common shares include the assumed exercise, vesting and issuance activity of employee equity awards using the treasury stock method, as well as shares issuable upon the assumed conversion of the 4.75% Convertible Subordinated Notes. See Note 3 below.
Treasury Stock
The Company accounts for treasury stock under the cost method. When treasury stock is re-issued at a higher price than its cost, the difference is recorded as a component of additional paid-in capital to the extent that there are gains to offset the losses. If there are no treasury stock gains in additional paid-in capital, the losses are recorded as a component of retained earnings (accumulated deficit).
Recent Accounting Pronouncements
Accounting Standards Not Yet Adopted
In August 2017, Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This ASU was issued to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and to simplify the application of the hedge accounting guidance in current generally accepted accounting principles ("GAAP"). This ASU permits hedge accounting for risk components involving nonfinancial risk and interest rate risk, requires an entity to present the earnings effect of the hedging instrument in the same income statement line item in which the hedged item is reported, no longer requires separate measurement and reporting of hedge ineffectiveness, eases the requirement for hedge effectiveness assessment, and requires a tabular disclosure related to the effect on the income statement of fair value and cash flow hedges. This ASU is effective for annual or any interim reporting periods beginning after December 15, 2018 with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
In May 2017, FASB issued ASU No. 2017-09 Compensation–Stock Compensation (Topic 718). This ASU was issued primarily to provide clarity and reduce both diversity in practice and cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. This ASU affects any entity that changes the terms or conditions of a share-based payment award. This ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This ASU is effective for annual or any interim reporting periods beginning after December 15, 2017 with early adoption permitted. The Company will adopt this standard effective January 1, 2018. The adoption of ASU 2017-09 is not expected to have a significant impact on its consolidated financial statements.
In March 2017, FASB issued ASU No. 2017-07 Compensation–Retirement Benefits (Topic 715). This ASU was issued primarily to improve the presentation of net periodic pension cost and net periodic post-retirement benefit cost. This ASU requires that an employer reports the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. It also requires the other components of net periodic pension cost and net periodic post-retirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. Additionally, only the service cost component is eligible for capitalization, when applicable. This ASU is effective for annual or any interim reporting periods beginning after December 15, 2017. The Company will adopt this standard effective January 1, 2018. The adoption of ASU 2017-07 is not expected to have a significant impact on its consolidated financial statements.
In February 2017, FASB issued ASU No. 2017-05 Other Income—Gains and Losses from the Derecognition of Non-Financial Assets (Subtopic 610-20). This ASU is to clarify the scope of the non-financial asset guidance in Subtopic 610-20 and to add

F-16

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



guidance for partial sales of non-financial assets. This ASU defines the term in substance non-financial asset and clarifies that non-financial assets within the scope of Subtopic 610-20 may include non-financial assets transferred within a legal entity to a counterparty. The ASU also provides guidance on the accounting for what often are referred to as partial sales of non-financial assets within the scope of Subtopic 610-20 and contributions of non-financial assets to a joint venture or other non-controlled investee. This ASU is effective for annual or any interim reporting periods beginning after December 15, 2017. Early adoption is permitted for interim or annual reporting periods beginning after December 15, 2016. The Company will adopt this standard effective January 1, 2018. The adoption of this standard is not expected to have a significant impact on its consolidated financial statements.
In January 2017, FASB issued ASU No. 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU is to simplify the subsequent measurement of goodwill. The ASU eliminates step 2 from the goodwill impairment test and the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This ASU should be applied on a prospective basis. This ASU is effective for the Company for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company elected to early adopt the standard effective January 1, 2018. The adoption of this standard is not expected to have a significant impact on its consolidated financial statements.
In January 2017, FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The ASU provides new guidance to assist entities with evaluating when a set of transferred assets and activities is a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those periods with early adoption being permitted. The Company will adopt this standard prospectively effective January 1, 2018. The adoption of this standard may impact the accounting of future transactions.
In October 2016, FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU requires the recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This ASU is effective for fiscal years and interim period within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company will adopt this standard effective January 1, 2018. The adoption of this standard is not expected to have a significant impact on its consolidated financial statements.
In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization's portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company expects this ASU to impact its accounts receivable and is currently evaluating the extent of the impact that the adoption of this standard will have on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). In September 2017, the FASB issued ASU 2017-13 and ASU 2018-01, which provide additional implementation guidance on the previously issued ASU 2016-02. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company plans to elect the practical expedient that it will not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases or initial direct costs for any existing leases. The Company does not plan to elect

F-17

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



the practical expedient to use hindsight in determining the lease term and in assessing impairment of right-of-use assets. The Company expects to record a significant increase in assets and liabilities on the consolidated balance sheet at adoption due to the recording of right-of-use assets and corresponding lease liabilities.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments- Overall (Subtopic 825-10) ("ASU 2016-01"), which requires all equity investments to be measured at fair value with changes in the fair value recognized through net income other than those accounted for under equity method of accounting or those that result in consolidation of the investees. The ASU also requires that an entity present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the ASU eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company currently holds publicly traded equity securities that are classified as "available-for-sale" and are carried at fair value with unrealized gains and losses reported in stockholders’ equity as a component of accumulated other comprehensive income (loss). Upon the adoption of this ASU, the unrealized gains and losses will be recognized through net income. The Company will adopt this standard effective January 1, 2018. The adoption of this standard is not expected to have a significant impact on its consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09") and issued subsequent amendments to the initial guidance with ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, ASU 2017-13 and ASU 2017-14 collectively referred as "Topic 606." Topic 606 supersedes the existing guidance and requires the entity to recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. Topic 606 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. Topic 606 is effective for entities beginning January 1, 2018, with early adoption permitted.

The standard allows entities to adopt with one of these two methods: full retrospective, which applies retrospectively to each prior reporting period presented, or modified retrospective, which recognizes the cumulative effect of initially applying the revenue standard as an adjustment to the opening balance of retained earnings in the period of initial application. On January 1, 2018, the Company adopted Topic 606 using the modified retrospective approach applied to the contracts which were not completed as of January 1, 2018 and expects to recognize an increase to retained earnings of approximately $267 million to $307 million before any potential tax impact. The Company is still assessing tax impacts related to this adjustment.

The most significant impact to the Company from this standard relates to installation revenue and cost to obtain contracts. Under the new standard, the Company expects to recognize installation revenue over the contract period rather than over the estimated installation life under the prior revenue standard. Under the new standard, the Company is also required to capitalize and amortize certain costs to obtain contracts, rather than expense them immediately under existing GAAP.

Accounting Standards Adopted
In January 2017, FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections (Topic 250). The ASU adds SEC disclosure requirements for both the quantitative and qualitative impacts that certain recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. Specially, these disclosure requirements apply to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606); ASU No. 2016-02, Leases (Topic 842); and ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU is effective immediately. The Company adopted ASU 2017-03 in the three months ended March 31, 2017 by including appropriate disclosure requirements within its condensed consolidated financial statements to adhere to this new standard.
In December 2016, FASB issued ASU No. 2016-19, Technical Corrections and Improvements. This ASU covers a wide range of Topics in the Accounting Standards Codification. Certain aspects of this ASU were effective immediately, while a few of the corrections are effective for the Company for its fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company adopted ASU 2016-19 in the three months ended March 31, 2017. The adoption of ASU 2016-19 did not impact the Company's consolidated financial statements.

F-18

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



In November 2016, FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU applies to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows. The ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This ASU is effective for the Company for its fiscal years beginning after December 15, 2017, and interim periods within those fiscal years with early adoption being permitted. This ASU should be applied using a retrospective transition method to each period presented. The Company adopted ASU 2016-18 in the three months ended March 31, 2017 and applied this ASU retrospectively to the periods presented in the Company's consolidated statements of cash flows. Net cash used in investing activities were adjusted to exclude the change in restricted cash primarily related to restricted cash set aside for the TelecityGroup acquisition, resulting in an increased in the previously reported amount by $453.5 million for the year ended December 31, 2016 and a decrease in the previously reported amount by $497.1 million for the year ended December 31, 2015. Restricted cash amounts are primarily time deposits or cash set side as a pledge for our mortgage loan in Germany, an escrow account for a data center project and collateral for the Company's various bank guarantees for the periods ended December 31, 2017 and 2016.
In October 2016, FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control. This ASU alters how a decision maker needs to consider indirect interests in a variable interest entity ("VIE") held through an entity under common control. Under this ASU, if a decision maker is required to evaluate whether it is the primary beneficiary of a VIE, it will need to consider only its proportionate indirect interest in the VIE held through a common control party. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-17 in the three months ended March 31, 2017. The adoption of this standard did not impact the Company's consolidated financial statements as it does not hold any interests in a VIE through related parties that are under common control.
In August 2016, FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU provides guidance on the classification of eight cash flow issues to reduce the existing diversification in practice, including (a) debt prepayment or debt extinguishment costs; (b) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are not significant in relation to the effective interest rate of the borrowing; (c) contingent consideration payments made after a business combination; (d) proceeds from settlement of insurance claims; (e) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (f) distributions received from equity method investees; (g) beneficial interests in securitization transactions; and (h) separately identifiable cash flows and application of the predominance principle. The ASU is effective for fiscal years and interim period within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU 2016-15 in the three months ended March 31, 2017 and applied this ASU using a retrospective transition method to each period presented in the Company's consolidated statements of cash flows. The adoption of ASU 2016-15 did not impact the Company's consolidated statements of cash flows.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). This ASU simplifies several areas of the accounting for share-based payment award transactions, including (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. The Company adopted ASU 2016-09 in the three months ended March 31, 2017. Beginning on January 1, 2017, the Company began to record the excess tax benefits from stock-based compensation as income tax expense through the statement of operations instead of additional paid-in capital as required under the previous guidance. There was no adjustment to excess tax benefits from stock-based compensation recorded as additional paid-in capital in prior years. Excess tax benefits that were not previously recognized, as well as a valuation allowance recognized for deferred tax assets as a result of the adoption of this ASU, were recorded on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of 2017 totaling $1.1 million . As a part of the adoption of this ASU, stock compensation awards will have more dilutive effect on the Company's earnings per share prospectively.
Under this guidance, cash flows related to excess tax benefits will no longer be separately classified as financing activities apart from other income tax cash flow. The Company elected to apply this part of the guidance retrospectively, which resulted in a change of $2.8 million and $30.0 thousand in both net cash provided by operating activities and net cash used in financing activities in the Company's consolidated statements of cash flows for the years ended December 31, 2016 and December 31, 2015 respectively, to conform with the current period presentation. Additionally, this guidance permits entities to make an accounting policy to estimate forfeitures each period or to account for forfeitures as they occur. The Company elected to continue to estimate forfeitures.

F-19

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815), Contingent Put and Call Options in Debt Instruments ("ASU 2016-06"). This ASU clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments in this ASU is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. This guidance is to be applied on a modified retrospective basis to existing debt instruments as of the beginning of the fiscal year in which the amendments are effective, and is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted ASU 2016-06 in the three months ended March 31, 2017. The adoption of this standard did not impact the Company's consolidated financial statements.
In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815), Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships ("ASU 2016-05"). This ASU clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. This ASU may be applied prospectively or using a modified retrospective approach, and is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted ASU 2016-05 in the three months ended March 31, 2017. The adoption of ASU 2016-05 did not impact the Company's consolidated financial statements.
2.     Acquisitions
Proposed Acquisition of the Metronode group of companies
On December 15, 2017, the Company entered into a transaction agreement with Ontario Teachers’ Pension Plan to acquire all of the equity interests in the Metronode group of companies, an Australian data center business, in an all-cash transaction for A $1.035 billion , or approximately $791.2 million at the exchange rate in effect on December 15, 2017. Metronode operates 10 data centers in six metro areas in Australia. The acquisition will further strengthen the Company’s leadership position in the Asia-Pacific region and support its ongoing global expansion. The acquisition is expected to close in the first half of 2018 and is subject to customary closing conditions including regulatory approval. The Company expects to account for the Metronode acquisition as a business combination using the acquisition method of accounting.
Certain Verizon Data Center Assets Acquisition
On May 1, 2017, the Company completed the acquisition of certain colocation business from Verizon consisting of 29 data center buildings located in the United States, Brazil and Colombia, for a cash purchase price of approximately $3.6 billion . The addition of these facilities and customers will further strengthen the Company's global platform by increasing interconnections and accelerating the Company's penetration of the enterprise and strategic markets, including government and energy. The Company funded the Verizon Data Center Acquisition with proceeds from debt and equity financings, which closed in January and March 2017 (See further discussions on the term loan borrowing and senior notes issuance in Note 10 and common stock issuance in Note 11).
In connection with the Verizon Data Center Acquisition, the Company entered into a commitment letter (the "Commitment Letter"), dated December 6, 2016, pursuant to which a group of lenders committed to provide a senior unsecured bridge facility in an aggregate principal amount of $2.0 billion for the purposes of funding a portion of the cash consideration for the Verizon Data Center Acquisition. Following the completion of the debt and equity financings associated with the Verizon Data Center Acquisition in March 2017, the Company terminated the Commitment Letter. The Company paid $10.0 million of commitment fees associated with the Commitment Letter and recorded $2.2 million for the year ended December 31, 2016 and $7.8 million for the year ended December 31, 2017 to interest expense in the consolidated statements of operations.
The Company included the Verizon Data Center Acquisition's results of operations from May 1, 2017 in its consolidated statements of operations and the estimated fair value of assets acquired and liabilities assumed in its consolidated balance sheets beginning May 1, 2017. The Company incurred acquisition costs of approximately $28.5 million and $7.6 million during the year ended December 31, 2017 and December 31, 2016, respectively, related to the Verizon Data Center Acquisition.
Purchase Price Allocation
The Verizon Data Center Acquisition constitutes a business under the accounting standard for business combinations and, therefore, was accounted for as a business combination using the acquisition method of accounting. Under the acquisition method of accounting, the total purchase price is allocated to the assets acquired and liabilities assumed measured at fair value on the date of acquisition. As of December 31, 2017 , the Company has not completed the detailed valuation analysis to derive the fair value of the following items, including but not limited to: property, plant and equipment, intangible assets and deferred taxes. Therefore,

F-20

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



the allocation of the purchase price to assets acquired and liabilities assumed is based on provisional estimates and is subject to continuing management analysis, with assistance from third party valuation advisers. As of December 31, 2017, the Company has updated the preliminary allocation of purchase price for Verizon Data Center Acquisition from the provisional amounts reported as of June 30, 2017, which primarily resulted in a decrease in intangible assets of  $9.0 million  and an increase in goodwill of  $7.7 million . The changes in fair value of acquired assets and liabilities assumed did not have a significant impact on the Company’s results of operations for any reporting periods prior to December 31, 2017.
The Company may further adjust these amounts as valuations are finalized and the Company obtains information necessary to complete the analyses, but no later than one year from the acquisition date. The preliminary purchase price allocation is as follows (in thousands):
 
Certain Verizon Data Center Assets
Cash and cash equivalents
$
1,073

Accounts receivable
2,019

Other current assets
7,319

Property, plant, and equipment
840,335

Intangible assets (1)
1,693,900

Goodwill
1,095,262

Total assets acquired
3,639,908

Accounts payable and accrued liabilities
(1,725
)
Other current liabilities
(2,020
)
Capital lease and other financing obligations
(17,659
)
Deferred tax liabilities
(18,129
)
Other liabilities
(5,689
)
Net assets acquired
$
3,594,686

(1)
The nature of the intangible assets acquired is customer relationships with an estimated useful life of 15 years. Included in this amount is a customer relationship intangible asset for Verizon totaling $245.3 million . Pursuant to the acquisition agreement, the Company formalized agreements to provide pre-existing space and services to Verizon at the acquired data centers.
The fair value of customer relationships was estimated by applying an income approach. The fair value was determined by calculating the present value of estimated future operating cash flows generated from existing customers less costs to realize the revenue. The Company applied discount rates ranging from 7.7% to 12.2% , which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows. Other significant assumptions used to estimate the fair value of customer relationships include projected revenue growth, customer attrition rates, sales and marketing expenses and operating margins. The fair value measurements were based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in the accounting standard for fair value measurements.
The fair value of property, plant and equipment was estimated by applying the cost approach. The cost approach is to use the replacement or reproduction cost as an indicator of fair value. The premise of the cost approach is that a market participant would pay no more for an asset than the amount for which the asset could be replaced or reproduced. The key assumptions of the cost approach include replacement cost new, physical deterioration, functional and economic obsolescence, economic useful life, remaining useful life, age and effective age.
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed. The goodwill is attributable to the workforce of the acquired business and the projected revenue increase expected to arise from future customers after the Verizon Data Center Acquisition. The goodwill is not expected to be deductible for local tax purposes. Goodwill recorded as a result of the Verizon Data Center Acquisition was attributable to the Company's Americas region. The Company's results of continuing operations include the Verizon Data Center Acquisition's revenues of $359.1 million and net income from continuing operations of $87.8 million for the period May 1, 2017 through December 31, 2017 .

F-21

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Other 2017 Acquisitions
In addition to the Verizon Data Center Acquisition, the Company completed three other acquisitions during 2017. The Company incurred acquisition costs of approximately $8.1 million in total during the year ended December 31, 2017 related to these acquisitions. A summary of the allocation of total purchase consideration is presented as follows (in thousands):
 
Itconic
 
Zenium
data center
 
IO UK's
data center
Cash and cash equivalents
$
15,659

 
$
692

 
$
1,388

Accounts receivable
16,429

 
198

 
7

Other current assets
1,885

 
6,430

 
1,082

Property, plant, and equipment
68,051

 
53,749

 
40,251

Intangible assets
99,993

 
6,400

 
6,252

Goodwill
125,112

 
23,077

 
15,804

Deferred tax assets

 

 
6,714

Other assets
4,025

 
5,494

 
3,396

Total assets acquired
331,154

 
96,040

 
74,894

Accounts payable and accrued liabilities
(15,846
)
 
(1,012
)
 
(439
)
Other current liabilities
(12,374
)
 
(451
)
 
(168
)
Capital lease and other financing obligations
(30,666
)
 

 
(33,091
)
Loans payable
(3,253
)
 

 
(4,067
)
Deferred tax liabilities
(2,389
)
 
(1,969
)
 

Other liabilities
(7,515
)
 
(614
)
 
(828
)
Net assets acquired
$
259,111

 
$
91,994

 
$
36,301

On October 9, 2017, the Company completed the acquisition of Itconic for a cash purchase price of €220.5 million or $259.1 million at the exchange rate in effect on October 9, 2017. Itconic is a data center provider in Spain and Portugal, and also includes CloudMas, an Itconic subsidiary which is focused on supporting enterprise adoption and use of cloud services. The acquisition includes five data centers in four metro areas, with two located in Madrid and one each in Barcelona, Seville and Lisbon. Itconic’s operating results will be reported in the EMEA region following the date of acquisition.
The nature of the intangible assets acquired from the Itconic acquisition is customer relationships with an estimated useful life of 15 years . The fair value of customer relationships was estimated by applying an income approach, by calculating the present value of estimated future operating cash flows generated from existing customers less costs to realize the revenue. The Company applied discount rate of 16.0% , which reflects the risk and uncertainty of the estimated future operating cash flows. Other significant assumptions include projected revenue growth, customer attrition rates and operating margins. The fair value measurements were based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in the accounting standard for fair value measurements. Goodwill is attributable to the workforce of the acquired business and the projected revenue increase from future customers expected to arise after the acquisition.
On October 6, 2017, the Company acquired Zenium's a data center business in Istanbul for a cash payment of approximately $92.0 million . The acquired facility located in Istanbul, Turkey will be renamed as the Istanbul 2 ("IS2") data center. IS2’s operating results will be reported in the EMEA region following the date of acquisition. The nature of the intangible assets acquired from this acquisition is customer relationships with an estimated useful life of 15 years.
As of December 31, 2017, the Company has not completed the detailed valuation analysis of Itconic or the Zenium data center to derive the fair value of the following items including, but not limited to: property, plant and equipment, intangible assets and deferred taxes; therefore, the allocation of the purchase price to assets acquired and liabilities assumed is based on provisional estimates and is subject to continuing management analysis.
On February 3, 2017, the Company acquired IO UK's data center operating business in Slough, United Kingdom, for a cash payment of approximately $36.3 million . The acquired facility was renamed as the London 10 ("LD10") data center. LD10's operating results will be reported in the EMEA region following the date of acquisition. The nature of the intangible assets acquired from this acquisition is customer relationships with an estimated useful life of 10 years. As of December 31, 2017, the Company

F-22

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



has finalized the allocation of purchase price for the IO Acquisition from the provisional amounts first reported as of March 31, 2017 and the adjustments made during the year ended December 31, 2017 were not significant. The changes in fair value of acquired assets and liabilities assumed did not have a significant impact on the Company’s results of operations for any reporting periods prior to December 31, 2017.
Goodwill from the acquisitions of Itconic, the Zenium data center and IO UK's data center is not expected to be deductible for local tax purposes and is attributable to the Company's EMEA region. The Company's results of continuing operations include $22.4 million of revenues from the combined operations of Itconic, the Zenium data center and IO UK’s data center and an insignificant net loss from continuing operations for the periods from their respective dates of acquisition through December 31, 2017.
TelecityGroup Acquisition
On January 15, 2016, the Company completed the acquisition of the entire issued and to be issued share capital of TelecityGroup. TelecityGroup operated data center facilities in cities across Europe. The acquisition of TelecityGroup enhances the Company's existing data center portfolio by adding new IBX metro markets in Europe including Dublin, Helsinki, Istanbul, Manchester, Milan, Sofia, Stockholm and Warsaw. As a result of the transaction, TelecityGroup has become a wholly-owned subsidiary of Equinix.
Under the terms of the acquisition, the Company acquired all outstanding shares of TelecityGroup and all vested equity awards of TelecityGroup at 572.5 pence in cash and 0.0336 new shares of Equinix common stock for a total purchase consideration of approximately £2,624.5 million or approximately $3,743.6 million at the exchange rate in effect on the acquisition date. In addition, the Company assumed $1.3 million of vested TelecityGroup's employee equity awards as part of consideration transferred. The Company incurred acquisition costs of approximately $42.5 million and $38.3 million during the year ended December 31, 2016 and December 31, 2015, respectively, related to the TelecityGroup acquisition.
In connection with the TelecityGroup acquisition, the Company placed £322.9 million or approximately $475.7 million into a restricted cash account, which was included in the current portion of restricted cash in the consolidated balance sheet as of December 31, 2015. The cash was released upon completion of the acquisition.
Also, in connection with the TelecityGroup acquisition, the Company entered into a bridge credit agreement with a group of lenders for a principal amount of £875.0 million or approximately $1,289.0 million at the exchange rate in effect on December 31, 2015 (the "Bridge Loan"). The Company did not make any borrowings under the Bridge Loan and the Bridge Loan was terminated on January 8, 2016.
Purchase Price Allocation
Under the acquisition method of accounting, the assets acquired and liabilities assumed in a business combination shall be measured at fair value at the date of the acquisition. As of December 31, 2016, the Company had completed the detailed valuation analysis to derive the fair value of assets acquired and liabilities assumed and had updated the final allocation of purchase price from provisional amounts reported as of March 31, 2016, which primarily resulted in increases to intangible assets of $36.8 million and deferred tax liabilities of $19.5 million and decreases in capital lease and other financing obligations of $34.4 million , goodwill of $22.5 million and assets held for sale of $36.9 million . The adjustments in fair value of acquired assets and liabilities assumed did not have a significant impact on the Company’s results of operations for any reporting periods prior to December 31, 2016.

F-23

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



As of the acquisition date, the allocation of the purchase price was as follows (in thousands):
 
TelecityGroup
Cash and cash equivalents
$
73,368

Accounts receivable
24,042

Other current assets
41,079

Assets held for sale
877,650

Property, plant and equipment
1,058,583

Goodwill
2,215,567

Intangible assets
694,243

Deferred tax assets
994

Other assets
4,102

Total assets acquired
4,989,628

Accounts payable and accrued expenses
(84,367
)
Accrued property, plant and equipment
(3,634
)
Other current liabilities
(27,233
)
Liabilities held for sale
(155,650
)
Capital lease and other financing obligations
(165,365
)
Mortgage and loans payable
(592,304
)
Deferred tax liabilities
(176,168
)
Other liabilities
(40,021
)
Net assets acquired
$
3,744,886

The purchase price allocation above, as of the acquisition date, included acquired assets and liabilities that were classified by the Company as held for sale (Note 4).
The following table presents certain information on the acquired intangible assets (dollars in thousands):




Intangible Assets




Fair Value
 


Estimated Useful Lives (Years)
 
Weighted-average Estimated Useful Lives (Years)
Customer relationships
$
591,956

 
13.5
 
13.5
Trade names
72,033

 
1.5
 
1.5
Favorable leases
30,254

 
2.0 - 25.4
 
19.7
The fair value of customer relationships was estimated by applying an income approach. The fair value was determined by calculating the present value of estimated future operating cash flows generated from existing customers less costs to realize the revenue. The Company applied a weighted-average discount rate of approximately 8.5% , which reflected the nature of the assets as it relates to the estimated future operating cash flows. Other significant assumptions used to estimate the fair value of the customer relationships include projected revenue growth, customer attrition rates, sales and marketing expenses and operating margins. The fair value of the TelecityGroup's trade names was estimated using the relief of royalty approach. The Company applied a relief of royalty rate of 2.0% and a weighted-average discount rate of approximately 9.0% . The other acquired identifiable intangible assets were estimated by applying a relief of royalty or cost approach as appropriate. The fair value measurements were based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in the accounting standard for fair value measurements.
The fair value of the property, plant and equipment was estimated by applying the income approach or cost approach. The income approach is used to estimate fair value based on the income stream, such as cash flows or earnings that an asset can be expected to generate over its useful life. There are two primary methods of applying the income approach to determine the fair value of assets: the discounted cash flow method and the direct capitalization method. The key assumptions include the estimated earnings, discount rate and direct capitalization rate. The cost approach is to use the replacement or reproduction cost as an indicator of fair value. The premise of the cost approach is that a market participant would pay no more for an asset than the amount for

F-24

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



which the asset could be replaced or reproduced. The key assumptions of the cost approach include replacement cost, physical deterioration, functional and economic obsolescence, economic useful life, remaining useful life, age and effective age.
The Company determined the fair value of the loans payable assumed in the TelecityGroup acquisition by estimating TelecityGroup’s debt rating and reviewing market data with a similar debt rating and other characteristics of the debt, including the maturity date and security type. On January 15, 2016, the Company prepaid and terminated these loans payable. In conjunction with the repayment of the loans payable, the Company incurred an insignificant amount of pre-payment penalties and interest rate swap termination costs, which were recorded as interest expense in the consolidated statement of operations.
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after the acquisition. Goodwill is not expected to be deductible for local tax purposes. Goodwill recorded as a result of the TelecityGroup acquisition, except for the goodwill associated with asset held for sale, is attributable to the Company’s EMEA region. The Company's results of continuing operations include TelecityGroup revenues of $400.0 million and net loss from continuing operations of $47.1 million for the period January 15, 2016 through December 31, 2016.
Other 2016 Acquisition
In addition to the TelecityGroup Acquisition, the Company completed one other acquisition during 2016. A summary of the allocation of total purchase consideration is presented as follows (in thousands):
 
Paris IBX
data center
Cash and cash equivalent
$
4,073

Accounts receivable
1,507

Other current assets
794

Property, plant and equipment
143,972

Intangible assets
11,758

Goodwill
48,835

Other assets
81

Total assets acquired
211,020

Accounts payable and accrued liabilities
(2,044
)
Other current liabilities
(2,798
)
Deferred tax liabilities
(42,395
)
Other liabilities
(755
)
Net assets acquired
$
163,028

On August 1, 2016, the Company completed the purchase of Digital Realty Trust, Inc.'s ("Digital Realty's") operating business, including its real estate and facility, located in St. Denis, Paris for cash consideration of approximately €193.8 million or $216.4 million at the exchange rate in effect on August 1, 2016. A portion of the building was leased to the Company and was being used by the Company as its Paris 2 and Paris 3 data centers. The Paris 2 lease was accounted for as an operating lease and the Paris 3 lease was accounted for as a financing lease. Upon acquisition, the Company in effect terminated both leases. The Company settled the financing lease obligation of Paris 3 for €47.8 million or approximately $53.4 million and recognized a loss on debt extinguishment of €8.8 million or approximately $9.9 million . The nature of the purchased intangible assets acquired is in-place leases and favorable leasehold interests with weighted average estimated useful lives of 4.3 and 5.3 years, respectively. The goodwill is attributable to the Company's EMEA segment and is not expected to be deductible for local tax purposes.
The Company's results of continuing operations include the Paris IBX Data Center Acquisition revenues of $4.1 million and insignificant net income from continuing operations for the period August 1, 2016 through December 31, 2016. The Company incurred acquisition costs of approximately $12.0 million for the year ended December 31, 2016 related to the Paris IBX Data Center Acquisition.

F-25

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Bit-isle Acquisition
On November 2, 2015, the Company, acting through its Japanese subsidiary, completed a cash tender offer for approximately 97% of the equity instruments, including stock options, of Tokyo-based Bit-isle. The Company acquired the remaining outstanding equity instruments of Bit-isle in December 2015. The offer price was JPY 922 per share, in an all cash transaction totaling ¥33,196.0 million or approximately $275.4 million at the exchange rate in effect on the date of the acquisition.
On September 30, 2015, the Company, acting through its Japanese subsidiaries as borrowers, entered into a term loan agreement (the "Bridge Term Loan Agreement") with the Bank of Tokyo-Mitsubishi UFJ, Ltd. ("BTMU"). Pursuant to the Bridge Term Loan Agreement, BTMU committed to provide a senior bridge loan facility (the "Bridge Term Loan") in the amount of up to ¥47,500.0 million , or approximately $395.7 million at the exchange rate in effect on September 30, 2015. Proceeds from the Bridge Term Loan were to be used exclusively for the acquisition of Bit-isle, the repayment of Bit-isle’s existing debt and transaction costs incurred in connection with the closing of the Bridge Term Loan and the acquisition of Bit-isle. In October 2016, the Company borrowed ¥47,500.0 million on a five year term loan agreement with BTMU and repaid the Bridge Term Loan. See Note 10 for further information.
Purchase Price Allocation
Under the acquisition method of accounting, the total purchase price was allocated to Bit-isle’s net tangible and intangible assets based upon their fair value as of the Bit-isle acquisition date. Based upon the purchase price and the valuation of Bit-isle, the final purchase price allocation was as follows (in thousands):
 
Bit-isle
Cash and cash equivalent
$
33,198

Accounts receivable
7,359

Other current assets
51,038

Long-term investments
3,806

Property, plant and equipment
308,985

Goodwill
95,444

Intangible assets
111,374

Other assets
22,981

Total assets acquired
634,185

Accounts payable and accrued expenses
(15,028
)
Accrued property, plant and equipment
(465
)
Capital lease and other financing obligations
(108,833
)
Mortgage and loans payable
(190,227
)
Other current liabilities
(8,689
)
Deferred tax liabilities
(32,192
)
Other liabilities
(3,384
)
Net assets acquired
$
275,367

The following table presents certain information on the acquired identifiable intangible assets (dollars in thousands):




Intangible Assets




Fair Value
 


Estimated Useful Lives (Years)
 
Weighted-average Estimated Useful Lives (Years)
Customer relationships
$
105,434

 
13
 
13
Trade name
3,455

 
2
 
2
Favorable solar contracts
2,410

 
18
 
18
Other intangible assets
75

 
0.25
 
0.25

F-26

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The fair value of customer relationships was estimated by applying an income approach. The fair value was determined by calculating the present value of estimated future operating cash flows generated from existing customers less costs to realize the revenue. The Company applied a weighted-average discount rate of approximately 11.0% , which reflected the nature of the assets as it relates to the estimated future operating cash flows. Other significant assumptions used to estimate the fair value of the customer relationships include projected revenue growth, customer attrition rates, sales and marketing expenses and operating margins. The fair value of the Bit-isle trade name was estimated using the relief of royalty approach. The Company applied a relief of royalty rate of  2.0%  and a weighted-average discount rate of approximately  12.0% . The other acquired identifiable intangible assets were estimated by applying an income or cost approach as appropriate. The fair value measurements were based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in the accounting standard for fair value measurements.
The fair value of the property, plant and equipment was estimated by applying the income approach or cost approach. The income approach is used to estimate fair value based on the income stream, such as cash flows or earnings that an asset can be expected to generate over its useful live. There are two primary methods of applying the income approach to determine the fair value assets: the discounted cash flow method and the direct capitalization method. The key assumptions include the estimated earnings, discount rate and direct capitalization rate. The cost approach is to use the replacement or reproduction cost as an indicator of fair value. The premise of the cost approach is that a market participant would pay no more for an asset than the amount that the asset could be replaced or reproduced. The key assumptions of the cost approach include replacement cost new, physical deterioration, functional and economic obsolescence, economic useful life, remaining useful life, age and effective age.
The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after the acquisition. The goodwill is not expected to be deductible for local tax purposes. Goodwill recorded as a result of the Bit-isle acquisition is attributable to the Company’s Asia-Pacific reportable segment.
The Company's results of continuing operations include Bit-isle revenues of $21.6 million and net losses from continuing operations of $3.2 million for the period from November 2, 2015 through December 31, 2015. The Company incurred acquisition costs of approximately $8.6 million for the year ended December 31, 2015 related to the Bit-isle Acquisition.
In June 2016, the Company approved the divestiture of the solar power assets of Bit-isle. See Note 4 below for further information.
Nimbo Acquisition
On January 14, 2015, the Company acquired all of the issued and outstanding share capital of Nimbo Technologies Inc., a company which specializes in migrating business applications to the cloud with extensive experience moving legacy applications into a hybrid cloud architecture, and connecting legacy data centers to the cloud, for a cash payment of $10.0 million (the "Nimbo Acquisition"). As a result of the Nimbo Acquisition, the Company recorded goodwill of $17.2 million . Nimbo continues to operate under the Nimbo name. The results of operations for Nimbo are not significant to the Company.
Unaudited Pro Forma Combined Consolidated Financial Information
The following unaudited pro forma combined consolidated financial information has been prepared by the Company using the acquisition method of accounting to give effect to the Verizon Data Center Acquisition as though it occurred on January 1, 2016 and the TelecityGroup acquisition as though it occurred on January 1, 2015. The incremental results of operations from the other acquisitions are not significant and are therefore not reflected in the pro forma combined results of operations.
The Company completed the Verizon Data Center Acquisition on May 1, 2017. The unaudited pro forma combined consolidated financial information for the years ending December 31, 2017 and 2016 combine the actual results of the Company and the actual Verizon Data Center Acquisition operating results for the period prior to the acquisition date and reflect certain adjustments, such as additional depreciation, amortization and interest expense on assets and liabilities acquired and acquisition financings.
The Company and Verizon entered into agreements at the closing of the Verizon Data Center Acquisition pursuant to which the Company will provide space and services to Verizon at the acquired data centers. These arrangements are not reflected in the unaudited pro forma combined financial information. The Company recognized $359.1 million of revenues attributed to the Verizon Data Center Acquisition, which included these arrangements, from May 1 through December 31, 2017 .
The Company completed the TelecityGroup acquisition on January 15, 2016. The unaudited pro forma combined consolidated financial information for the year ending December 31, 2015 combine the actual results of the Company and the actual TelecityGroup's operating results for the year ending December 31, 2015 and reflect certain adjustments, such as additional

F-27

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



depreciation, amortization and interest expense on assets and liabilities acquired and acquisition financings. The pro forma effect for the period January 1 through January 14, 2016 was not significant.
The unaudited pro forma combined consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have actually been reported had the acquisition occurred on the above dates, nor is it necessarily indicative of the future results of operations of the combined company.
The following table sets forth the unaudited pro forma consolidated combined results of operations for the years ended December 31, 2017 , 2016 and 2015 (in thousands):
 
2017
 
2016
 
2015
Revenues
$
4,509,602

 
$
4,053,280

 
$
3,244,349

Net income from continuing operations
258,618

 
19,248

 
141,496

Basic EPS
3.31

 
0.25

 
2.10

Diluted EPS
3.28

 
0.25

 
2.08

3.    Earnings Per Share
The following table sets forth the computation of basic and diluted EPS for the years ended December 31 (in thousands, except per share amounts):
 
2017
 
2016
 
2015
Net income from continuing operations
$
232,982

 
$
114,408

 
$
187,774

Net income from discontinued operations, net of tax

 
12,392

 

Net income
$
232,982

 
$
126,800

 
$
187,774

 
 
 
 
 
 
Weighted-average shares used to calculate basic EPS
76,854

 
70,117

 
57,790

Effect of dilutive securities:
 
 
 
 
 
Employee equity awards
681

 
699

 
693

Weighted-average shares used to calculate diluted EPS
77,535

 
70,816

 
58,483

 
 
 
 
 
 
Basic EPS:
 
 
 
 
 
Continuing operations
$
3.03

 
$
1.63

 
$
3.25

Discontinued operations

 
0.18

 

Basic EPS
$
3.03

 
$
1.81

 
$
3.25

 
 
 
 
 
 
Diluted EPS:
 
 
 
 
 
Continuing operations
$
3.00

 
$
1.62

 
$
3.21

Discontinued operations

 
0.17

 

Diluted EPS
$
3.00

 
$
1.79

 
$
3.21

The following table sets forth potential shares of common stock that are not included in the diluted EPS calculation above because to do so would be anti-dilutive for the years ended December 31 (in thousands):
 
2017
 
2016
 
2015
Shares related to the potential conversion of 4.75% convertible subordinated notes

 
893

 
1,977

Common stock related to employee equity awards
63

 
27

 
88

 
63

 
920

 
2,065


F-28

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



4.    Assets Held for Sale
In June 2016, the Company approved the divestiture of the solar power assets of Bit-isle. In October 2016, the Company entered into a Share Transfer Agreement for the transfer of common stock of Terra Power Co., Ltd., relating to the divestiture of the solar power assets of Bit-isle. The Company received ¥400.0 million upon the closing of the transaction, or approximately $3.8 million at the exchange rate in effect on October 31, 2016. In November 2016, the Company had received an additional ¥2,500.0 million , or approximately $22.1 million at the exchange rate in effect at the time of receipt. The Company received the remaining payment of ¥5,313.4 million in the first quarter of 2017, or approximately $47.8 million at the exchange rate in effect on March 31, 2017. During the three months ended September 30, 2016, the Company evaluated the recoverability of the carrying value of its assets held for sale related to the sales agreement signed in October, as discussed above, and concluded that the Company would not recover the carrying value of certain assets. Accordingly, the Company recorded an impairment charge on other current assets of $7.7 million at September 30, 2016, reducing the carrying value of such assets from $79.5 million to the estimated fair value of $71.8 million . The associated loss on the sale was not significant. Furthermore, the revenue and net income generated by the solar power assets of Bit-isle during the years ended December 31, 2016 and 2015 were not significant.
During the fourth quarter of 2015, the Company and TelecityGroup agreed to divest certain data centers, including the Company’s London 2 ("LD2") data center and certain data centers of TelecityGroup in the United Kingdom, Netherlands and Germany, in order to obtain the approval of the European Commission for the acquisition of TelecityGroup. The assets and liabilities of LD2 were classified as held for sale in the fourth quarter of 2015 and, therefore, the corresponding depreciation and amortization expense was ceased at that time. This divestiture was not presented as discontinued operations in the consolidated statements of operations, because it did not represent a strategic shift in the Company's business, as the Company continued operating similar businesses after the divestiture. The assets and liabilities of data centers from TelecityGroup were classified as held for sale on January 15, 2016, upon close TelecityGroup acquisition. The divestiture of these data centers was completed on July 5, 2016. The Company recognized a gain on the sale of LD2 data center of $27.9 million in gains on asset sales in the consolidated statements of operations for the year ended December 31, 2016. During the years ended December 31, 2016 and 2015, the LD2 data center generated revenue of $6.1 million and $17.6 million , respectively, and net income of $2.3 million and $7.2 million , respectively. The results of operations for the TelecityGroup data centers that were divested, as well as the gain on divestiture, were classified as discontinued operations from January 15, 2016, the date the acquisition closed, through July 5, 2016 (see Note 5).
During the fourth quarter of 2015, the Company entered into an agreement to sell a parcel of land in San Jose, California. The sale was completed in February 2016 and the Company recognized a gain on sale of $5.2 million .
5.    Discontinued Operations
In order to obtain the approval of the European Commission for the acquisition of TelecityGroup, the Company and TelecityGroup agreed to divest certain data centers of TelecityGroup in the United Kingdom, Netherlands and Germany. These TelecityGroup data centers were classified as held for sale on the acquisition date and were reported as discontinued operations.
On July 5, 2016, the Company completed the sale of these data centers and related assets to Digital Realty for approximately €304.6 million and £376.2 million , or approximately total of $827.3 million at the exchange rates in effect on July 5, 2016. The Company recognized a gain on sale of the TelecityGroup data centers in discontinued operations of $2.4 million . The results of operations for these data centers that were divested, as well as the gain on divestiture, have been reported as net income from discontinued operations, net of tax, from January 15, 2016, the date of the acquisition, to July 5, 2016 in the Company's consolidated statements of operations. As of the date of acquisition, depreciation and amortization of discontinued operations ceased. Capital expenditures from the date of acquisition through the date of sale were $31.5 million .

F-29

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The following table presents the financial results of the Company's discontinued operations for the year ended December 31, 2016 (in thousands). The Company did not record income from discontinued operations, net of tax for the years ended December 31, 2017 and 2015.
 
2016
Revenues
$
48,782

Costs and operating expenses:
 
Cost of revenues
24,795

Sales and marketing
1,030

General and administrative
7,026

Total costs and operating expenses
32,851

Income from operations of discontinued operations
15,931

Interest expense and other, net
(1,286
)
Income from discontinued operations before income taxes
14,645

Income tax expense
(4,604
)
Gain on sale of discontinued operations, net of tax
2,351

Net income from discontinued operations, net of tax
$
12,392

6.    Balance Sheet Components
Cash, Cash Equivalents and Short-Term and Long-Term Investments
Cash, cash equivalents and short-term and long-term investments consisted of the following as of December 31 (in thousands):
 
2017
 
2016
Cash and cash equivalents:
 
 
 
Cash (1)
$
985,382

 
$
345,119

Cash equivalents:
 
 
 
Money market funds
427,135

 
400,388

Certificate of deposit

 
2,969

Total cash and cash equivalents
1,412,517

 
748,476

Short-term and long-term investments:
 
 
 
Certificates of deposit
31,351

 
6,988

Publicly traded equity securities
6,163

 
6,463

Total short-term and long-term investments
37,514

 
13,451

Total cash, cash equivalents and short-term and long-term investments
$
1,450,031

 
$
761,927

_________________________
(1) Excludes restricted cash.
As of December 31, 2017 and 2016 , cash and cash equivalents included investments which were readily convertible to cash and had original maturity dates of 90 days or less. The maturities of certificates of deposit classified as short-term investments were one year or less as of December 31, 2017 and 2016 . The maturities of certificates of deposits classified as long-term investments were greater than one year and less than three years as of December 31, 2017 and 2016 . The balance of certificates of deposits, by contractual maturity, as of December 31 (in thousands):
 
2017
 
2016
Due within one year
$
28,271

 
$
3,409

Due after one year through three years
3,080

 
3,579

Total
$
31,351

 
$
6,988


F-30

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The net unrealized gains (losses) on its investments as of December 31 were comprised of the following (in thousands):
 
2017
 
2016
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Certificate of deposit

$
31,351

 
$

 
$

 
$
31,351

 
$
6,988

 
$

 
$

 
$
6,988

Publicly traded equity securities
3,716

 
2,447

 

 
6,163

 
4,850

 
1,613

 

 
6,463

Total
$
35,067

 
$
2,447

 
$

 
$
37,514

 
$
11,838

 
$
1,613

 
$

 
$
13,451

Accounts Receivable
Accounts receivable, net, consisted of the following as of December 31 (in thousands):
 
2017
 
2016
Accounts receivable
$
594,541

 
$
411,920

Allowance for doubtful accounts
(18,228
)
 
(15,675
)
Accounts receivable, net
$
576,313

 
$
396,245

Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest.
The following table summarizes the activity of the Company’s allowance for doubtful accounts (in thousands):
Balance as of December 31, 2014
$
9,466

Provision for allowance for doubtful accounts
5,037

Net write-offs
(3,438
)
Impact of foreign currency exchange
(713
)
Balance as of December 31, 2015
10,352

Provision for allowance for doubtful accounts
8,260

Net write-offs
(2,521
)
Impact of foreign currency exchange
(416
)
Balance as of December 31, 2016
15,675

Provision for allowance for doubtful accounts
5,627

Net write-offs
(4,546
)
Impact of foreign currency exchange
1,472

Balance as of December 31, 2017
$
18,228

Other Current Assets
Other current assets consisted of the following as of December 31 (in thousands):
 
2017
 
2016
Prepaid expenses
$
64,832

 
$
79,258

Taxes receivable
110,961

 
102,002

Restricted cash, current
26,919

 
15,065

Other receivables
7,797

 
46,809

Derivative instruments
4,175

 
54,072

Other current assets
17,343

 
22,190

Total other current assets
$
232,027

 
$
319,396


F-31

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Property, Plant and Equipment, Net
Property, plant and equipment, net consisted of the following as of December 31 (in thousands):
 
2017
 
2016
Core systems
$
6,334,702

 
$
4,760,868

Buildings
3,906,686

 
2,785,799

Leasehold improvements
1,850,351

 
1,599,424

Construction in progress
425,428

 
645,388

Personal property
798,133

 
622,069

Land
423,539

 
237,349

 
13,738,839

 
10,650,897

Less accumulated depreciation
(4,344,237
)
 
(3,451,687
)
Property, plant and equipment, net
$
9,394,602

 
$
7,199,210

Core systems, buildings, leasehold improvements, personal property and construction in progress recorded under capital leases aggregated to $760.4 million and $715.3 million as of December 31, 2017 and 2016 , respectively. As of December 31, 2017 and 2016 , the Company recorded accumulated depreciation for assets under capital leases of $199.2 million and $161.4 million , respectively.
Goodwill and Other Intangibles
The following table presents goodwill and other intangible assets, net, for the years ended December 31, 2017 and 2016 (in thousands):
 
2017
 
2016
Goodwill:
 
 
 
Americas
$
1,561,512

 
$
469,438

EMEA
2,610,899

 
2,281,306

Asia-Pacific
239,351

 
235,320

 
$
4,411,762

 
$
2,986,064

Intangible assets, net:
 
 
 
Intangible assets - customer relationships
$
2,682,656

 
$
839,593

Intangible assets - trade names
73,295

 
69,519

Intangible assets - favorable leases
39,470

 
38,139

Intangible assets - licenses
9,696

 
9,697

Intangible assets - others

 
19

 
2,805,117

 
956,967

Accumulated amortization - customer relationships
(334,985
)
 
(183,270
)
Accumulated amortization - trade names
(71,728
)
 
(43,830
)
Accumulated amortization - favorable leases
(10,196
)
 
(8,027
)
Accumulated amortization - licenses
(3,236
)
 
(2,591
)
Accumulated amortization - others

 
(18
)
 
(420,145
)
 
(237,736
)
Total intangible assets, net
$
2,384,972

 
$
719,231


F-32

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Changes in the carrying amount of goodwill by geographic regions are as follows (in thousands):
 
Americas
 
EMEA
 
Asia-Pacific
 
Total
Balance as of December 31, 2015
$
460,203

 
$
374,070

 
$
228,927

 
$
1,063,200

Purchase accounting adjustments - TelecityGroup

 
2,215,567

 

 
2,215,567

Purchase accounting adjustments - Paris IBX Data Center Acquisition

 
48,835

 

 
48,835

Asset held for sale adjustments

 
1,605

 

 
1,605

Impact of foreign currency exchange
9,235

 
(358,771
)
 
6,393

 
(343,143
)
Balance as of December 31, 2016
469,438

 
2,281,306

 
235,320

 
2,986,064

Purchase accounting adjustments - Verizon Data Center Acquisition
1,095,262

 

 


 
1,095,262

Purchase accounting adjustments - Other 2017 acquisitions

 
163,993

 

 
163,993

Impact of foreign currency exchange
(3,188
)
 
165,600

 
4,031

 
166,443

Balance as of December 31, 2017
$
1,561,512

 
$
2,610,899

 
$
239,351

 
$
4,411,762

Changes in the net book value of intangible assets by geographic regions are as follows (in thousands):
 
Americas
 
EMEA
 
Asia-Pacific
 
Total
Balance as of December 31, 2014
$
62,954

 
$
62,185

 
$
22,388

 
$
147,527

Nimbo acquisition
1,089

 

 

 
1,089

Bit-isle acquisition

 

 
111,374

 
111,374

Asset held for sale adjustments

 
(784
)
 

 
(784
)
Write-off of intangible asset

 
(357
)
 

 
(357
)
Amortization of intangibles
(11,432
)
 
(11,675
)
 
(4,339
)
 
(27,446
)
Impact of foreign currency exchange
(1,968
)
 
(5,014
)
 
144

 
(6,838
)
Balance as of December 31, 2015
50,643

 
44,355

 
129,567

 
224,565

TelecityGroup acquisition

 
694,243

 

 
694,243

Paris IBX Data Center Acquisition

 
11,758

 

 
11,758

Sale of Terra Power

 

 
(2,460
)
 
(2,460
)
Write-off of intangible asset
(573
)
 

 

 
(573
)
Amortization of intangibles
(11,348
)
 
(97,715
)
 
(13,799
)
 
(122,862
)
Impact of foreign currency exchange
1,395

 
(90,280
)
 
3,445

 
(85,440
)
Balance as of December 31, 2016
40,117

 
562,361

 
116,753

 
719,231

Verizon Data Center Acquisition
1,693,900

 

 

 
1,693,900

Other 2017 acquisitions

 
112,645

 

 
112,645

Write-off of intangible asset

 
(725
)
 

 
(725
)
Amortization of intangibles
(84,749
)
 
(79,105
)
 
(13,154
)
 
(177,008
)
Impact of foreign currency exchange
(2,895
)
 
36,043

 
3,781

 
36,929

Balance as of December 31, 2017
$
1,646,373

 
$
631,219

 
$
107,380

 
$
2,384,972

The Company’s goodwill and intangible assets in EMEA, denominated in Euros, British Pounds, Turkish Lira, and the United Arab Emirates Dirham, goodwill and intangible assets in Asia-Pacific, denominated in Singapore Dollars, Hong Kong Dollars, Japanese Yen and Chinese Yuan and certain goodwill and intangibles in Americas, denominated in Canadian Dollars, Brazilian Reals and Colombian Pesos, are subject to foreign currency fluctuations. The Company’s foreign currency translation gains and losses, including goodwill and intangibles, are a component of other comprehensive income and loss.

F-33

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Estimated future amortization expense related to these intangibles is as follows (in thousands):
Years ending:
 
2018
$
196,469

2019
191,298

2020
184,602

2021
176,740

2022
172,547

Thereafter
1,463,316

Total
$
2,384,972

Other Assets
Other assets consisted of the following as of December 31 (in thousands):
 
2017
 
2016
Deferred tax assets, net
$
66,031

 
$
62,308

Prepaid expenses
89,784

 
80,888

Debt issuance costs, net
10,670

 
6,611

Deposits
48,296

 
40,893

Restricted cash
11,265

 
9,706

Derivative instruments
4,110

 
15,907

Other assets
11,594

 
9,985

Total other assets
$
241,750

 
$
226,298

Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following as of December 31 (in thousands):
 
2017
 
2016
Accounts payable
$
101,744

 
$
60,211

Accrued compensation and benefits
214,585

 
172,808

Accrued interest
100,347

 
95,832

Accrued taxes (1)
130,272

 
133,562

Accrued utilities and security
68,916

 
44,202

Accrued professional fees
13,830

 
14,071

Accrued repairs and maintenance
11,232

 
5,430

Accrued other
78,331

 
55,623

Total accounts payable and accrued expenses
$
719,257

 
$
581,739

__________________________
(1) Includes income taxes payable of $56.4 million and $44.0 million , respectively, as of December 31, 2017 and 2016 .

F-34

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Other Current Liabilities
Other current liabilities consisted of the following as of December 31 (in thousands):
 
2017
 
2016
Deferred installation revenue
$
74,452

 
$
61,399

Customer deposits
16,598

 
13,894

Derivative instruments
34,466

 
10,819

Deferred recurring revenue
12,848

 
18,704

Deferred rent
6,546

 
4,158

Dividends payable
11,181

 
11,999

Asset retirement obligations
1,716

 
10,036

Other current liabilities
2,107

 
2,131

Total other current liabilities
$
159,914

 
$
133,140

Other Liabilities
Other liabilities consisted of the following as of December 31 (in thousands):
 
2017
 
2016
Asset retirement obligations
$
96,823

 
$
92,979

Deferred tax liabilities, net
252,287

 
274,341

Deferred installation revenue
117,021

 
96,744

Deferred rent
97,782

 
76,566

Accrued taxes
64,378

 
56,208

Dividends payable
6,669

 
8,495

Customer deposits
10,849

 
4,773

Deferred recurring revenue
4,236

 
2,681

Derivative instruments
6,381

 
140

Other liabilities
5,284

 
10,321

Total other liabilities
$
661,710

 
$
623,248


F-35

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The following table summarizes the activities of the Company’s asset retirement obligation ("ARO") (in thousands):
Asset retirement obligations as of December 31, 2014
$
64,858

Additions
17,337

Adjustments (1)
(4,676
)
Accretion expense
3,349

Impact of foreign currency exchange
(2,386
)
Asset retirement obligations as of December 31, 2015
78,482

Additions
22,955

Adjustments (1)
(2,366
)
Accretion expense
6,685

Impact of foreign currency exchange
(2,741
)
Asset retirement obligations as of December 31, 2016
103,015

Additions
17,736

Adjustments (1)
(34,576
)
Accretion expense
7,335

Impact of foreign currency exchange
5,029

Asset retirement obligations as of December 31, 2017
$
98,539

__________________________
(1) The ARO adjustments are primarily due to lease amendments, acquisition of real estate assets and other adjustments.

7.     Derivatives and Hedging Instruments
Derivatives Designated as Hedging Instruments
Net Investment Hedges. The Company is exposed to the impact of foreign exchange rate fluctuations on its investments in foreign subsidiaries whose functional currencies are other than the U.S. dollar. In order to mitigate the impact of foreign currency exchange rates, the Company has entered into various foreign currency loans which are designated as hedges against the Company's net investment in foreign subsidiaries. As of December 31, 2017 and 2016 , the total principal amount of foreign currency loans, which were designated as net investment hedges, was $3,149.5 million and $646.2 million , respectively. In March 2016, the Company began using foreign exchange forward contracts to hedge against the effect of foreign exchange rate fluctuations on a portion of its net investment in the foreign subsidiaries. For a net investment hedge, changes in the fair value of the hedging instrument designated as a net investment hedge, except the ineffective portion and forward points, are recorded as a component of other comprehensive income in the consolidated balance sheet.
The Company recorded net foreign exchange losses of $235.3 million and net foreign exchanges gains of $85.5 million in other comprehensive income (loss) for the years ended December 31, 2017 and 2016 , respectively. For the year ended December 31, 2016 , the Company reclassified net foreign exchange gains of  $40.0 million  to gain on sale of discontinued operations. The Company recorded no ineffectiveness from its net investment hedges for the years ended December 31, 2017 and 2016 .
Cash Flow Hedges. The Company hedges its foreign currency translation exposure for forecasted revenues and expenses in its EMEA region between the U.S. dollar and the British Pound, Euro, Swedish Krona and Swiss Franc. The foreign currency forward and option contracts that the Company uses from time to time to hedge this exposure are designated as cash flow hedges under the accounting standard for derivatives and hedging. The Company also uses purchased collar options to manage a portion of its exposure to foreign currency exchange rate fluctuations, where the Company writes a foreign currency call option and purchases a foreign currency put option. When two or more derivative instruments in combination are jointly designated as a cash flow hedging instrument, they are treated as a single instrument.
Effective January 1, 2015, the Company began to enter into intercompany hedging instruments ("intercompany derivatives") with a wholly-owned subsidiary of the Company in order to hedge certain forecasted revenues and expenses denominated in currencies other than the U.S. dollar. Simultaneously, the Company enters into derivative contracts with unrelated third parties to externally hedge the net exposure created by such intercompany derivatives.

F-36

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The following disclosure is prepared on a consolidated basis. Assets and liabilities resulting from intercompany derivatives have been eliminated in consolidation. As of December 31, 2017 , the Company's cash flow hedge instruments had maturity dates ranging from January 2018 to October 2019 as f ollows (in thousands):
 
Notional Amount
 
Fair Value (1)
 
Accumulated Other Comprehensive Income (Loss) (2)(3)
Derivative assets
$
72,262

 
$
2,379

 
$
2,055

Derivative liabilities
440,637

 
(29,777
)
 
(34,311
)
 
$
512,899

 
$
(27,398
)
 
$
(32,256
)
__________________________
(1)
All derivative assets related to cash flow hedges are included in the consolidated balance sheets within other current assets, other assets, other current liabilities and other liabilities.
(2)
Included in the consolidated balance sheets within accumulated other comprehensive income (loss).
(3)
The Company recorded a net loss of $26.7 million within accumulated other comprehensive income (loss) relating to cash flow hedges that will be reclassified to revenue and expenses as they mature over the next 12 months.
As of December 31, 2016 , the Company's cash flow hedge instruments had maturity dates ranging from January 2017 to November 2018 as follows (in thousands):
 
Notional Amount
 
Fair Value (1)
 
Accumulated Other Comprehensive Income (Loss) (2)(3)
Derivative assets
$
545,638

 
$
44,570

 
$
42,634

Derivative liabilities
42,207

 
(1,815
)
 
(1,453
)
 
$
587,845

 
$
42,755

 
$
41,181

__________________________
(1)
All derivative assets related to cash flow hedges are included in the consolidated balance sheets within other current assets, other assets, other current liabilities and other liabilities.
(2)
Included in the consolidated balance sheets within accumulated other comprehensive income (loss).
(3)
The Company recorded a net gain of $31.9 million within accumulated other comprehensive income (loss) relating to cash flow hedges that will be reclassified to revenue and expenses as they mature over the next 12 months.
During the year ended December 31, 2017 , the amount of net gains from the ineffective and excluded portions of cash flow hedges recognized in other income (expense) was  $3.8 million . During the year ended December 31, 2016 , the amount of net gains from the ineffective and excluded portions of cash flow hedges recognized in other income (expense) were not significant. During the year ended December 31, 2017 , the amount of net gains reclassified from accumulated other comprehensive income (loss) to revenues was $20.8 million and the amount of net losses reclassified from accumulated other comprehensive income (loss) to operating expenses were $11.2 million . During the year ended December 31, 2016 , the amount of net gains reclassified from accumulated other comprehensive income (loss) to revenues was $38.4 million and the amount of net losses reclassified from accumulated other comprehensive income (loss) to operating expenses was $19.9 million . During the year ended December 31, 2015 , the amount of net gains reclassified from accumulated other comprehensive income (loss) to revenues was $28.0 million and the amount of net losses reclassified from accumulated other comprehensive income (loss) to operating expenses was $6.3 million .
Derivatives Not Designated as Hedging Instruments
Embedded Derivatives . The Company is deemed to have foreign currency forward contracts embedded in certain of the Company’s customer agreements that are priced in currencies different from the functional or local currencies of the parties involved. These embedded derivatives are separated from their host contracts and carried on the Company’s balance sheet at their fair value. The majority of these embedded derivatives arise as a result of the Company’s foreign subsidiaries pricing their customer contracts in the U.S. dollar. Gains and losses on these embedded derivatives are included within revenues in the Company’s consolidated statements of operations. The company recognized a net loss of $6.8 million during the year ended December 31, 2017 . During the years ended December 31, 2016 and 2015 , the gain or loss associated with these embedded derivatives was not significant.

F-37

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Economic Hedges of Embedded Derivatives. The Company uses foreign currency forward contracts to help manage the foreign exchange risk associated with the Company’s customer agreements that are priced in currencies different from the functional or local currencies of the parties involved ("economic hedges of embedded derivatives"). Foreign currency forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon price on an agreed-upon settlement date. Gains and losses on these contracts are included in revenues along with gains and losses of the related embedded derivatives. The Company entered into various economic hedges of embedded derivatives during the years ended December 31, 2017 , 2016 and 2015 . During the year ended December 31, 2017 , the gain or loss associated with these economic hedges of embedded derivatives was not significant. The Company recognized a net gain of $2.9 million and a net loss of $2.3 million during the years ended December 31, 2016 and 2015 , respectively.
Foreign Currency Forward and Option Contracts. The Company also uses foreign currency forward and option contracts to manage the foreign exchange risk associated with certain foreign currency-denominated assets and liabilities. As a result of foreign currency fluctuations, the U.S. dollar equivalent values of its foreign currency-denominated assets and liabilities change. Gains and losses on these contracts are included in other income (expense), on a net basis, along with the foreign currency gains and losses of the related foreign currency-denominated assets and liabilities associated with these foreign currency forward contracts. The Company entered into various foreign currency forward and option contracts during the years ended December 31, 2017 , 2016 and 2015 . The Company recognized a net loss of $69.0 million during the year ended December 31, 2017 , a net gain of $74.2 million during the year ended December 31, 2016 and a net loss of $24.3 million during the year ended December 31, 2015 .
Offsetting Derivative Assets and Liabilities
The following table presents the fair value of derivative instruments recognized in the Company’s consolidated balance sheets as of December 31, 2017 (in thousands):
 
Gross Amounts
 
Gross Amounts Offset in the Consolidated Balance Sheet
 
Net Consolidated Balance Sheet Amounts (1)
 
Gross Amounts not Offset in the Consolidated Balance Sheet (2)
 
Net
Assets:
 
 
 
 
 
 
 
 
 
Designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Foreign currency forward contracts designated as cash flow hedges
$
2,379

 
$

 
$
2,379

 
$
(2,379
)
 
$

Not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Embedded derivatives
5,076

 

 
5,076

 

 
5,076

Economic hedges of embedded derivatives
325

 

 
325

 

 
325

Foreign currency forward contracts
505

 

 
505

 
(340
)
 
165

 
5,906

 

 
5,906

 
(340
)
 
5,566

Additional netting benefit

 

 

 
(490
)
 
(490
)
 
$
8,285

 
$

 
$
8,285

 
$
(3,209
)
 
$
5,076

Liabilities:
 
 
 
 
 
 
 
 
 
Designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Foreign currency forward contracts designated as cash flow hedges
$
29,777

 
$

 
$
29,777

 
$
(2,379
)
 
$
27,398

Not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Embedded derivatives
3,503

 

 
3,503

 

 
3,503

Economic hedges of embedded derivatives
20

 

 
20

 

 
20

Foreign currency forward contracts
7,547

 

 
7,547

 
(340
)
 
7,207

 
11,070

 

 
11,070

 
(340
)
 
10,730

Additional netting benefit

 

 

 
(490
)
 
(490
)
 
$
40,847

 
$

 
$
40,847

 
$
(3,209
)
 
$
37,638

_______________________

F-38

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



(1)
As presented in the Company’s consolidated balance sheets within other current assets, other assets, other current liabilities and other liabilities.
(2)
The Company enters into master netting agreements with its counterparties for transactions other than embedded derivatives to mitigate credit risk exposure to any single counterparty. Master netting agreements allow for individual derivative contracts with a single counterparty to offset in the event of default. For presentation on the consolidated balance sheets, the Company does not offset fair value amounts recognized for derivative instruments under master netting arrangements.
The following table presents the fair value of derivative instruments recognized in the Company’s consolidated balance sheets as of December 31, 2016 (in thousands):
 
Gross Amounts
 
Gross Amounts Offset in the Consolidated Balance Sheet
 
Net Consolidated Balance Sheet Amounts (1)
 
Gross Amounts not Offset in the Consolidated Balance Sheet (2)
 
Net
Assets:
 
 
 
 
 
 
 
 
 
Designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Cash flow hedges
 
 
 
 
 
 
 
 
 
Foreign currency forward and option contracts
$
44,570

 
$

 
$
44,570

 
$
(1,815
)
 
$
42,755

Net investment hedges
 
 
 
 
 
 
 
 
 
Foreign currency forward contracts
6,930

 

 
6,930

 
(3,310
)
 
3,620

 
51,500

 

 
51,500

 
(5,125
)
 
46,375

 
 
 
 
 
 
 
 
 
 
Not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Embedded derivatives
9,745

 

 
9,745

 

 
9,745

Foreign currency forward contracts
8,734

 

 
8,734

 
(1,873
)
 
6,861

 
18,479

 

 
18,479

 
(1,873
)
 
16,606

Additional netting benefit

 

 

 
(2,436
)
 
(2,436
)
 
$
69,979

 
$

 
$
69,979

 
$
(9,434
)
 
$
60,545

 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
Designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Cash flow hedges
 
 
 
 
 
 
 
 
 
Foreign currency forward and option contracts
$
1,815

 
$

 
$
1,815

 
$
(1,815
)
 
$

Net investment hedges
 
 
 
 
 
 
 
 
 
Foreign currency forward contracts
3,525

 

 
3,525

 
(3,310
)
 
215

 
5,340

 

 
5,340

 
(5,125
)
 
215

 
 
 
 
 
 
 
 
 
 
Not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Embedded derivatives
1,525

 

 
1,525

 

 
1,525

Economic hedges of embedded derivatives
866

 

 
866

 

 
866

Foreign currency forward contracts
3,228

 

 
3,228

 
(1,873
)
 
1,355

 
5,619

 

 
5,619

 
(1,873
)
 
3,746

Additional netting benefit

 

 

 
(2,436
)
 
(2,436
)
 
$
10,959

 
$

 
$
10,959

 
$
(9,434
)
 
$
1,525

_________________________
(1)
As presented in the Company’s consolidated balance sheets within other current assets, other assets, other current liabilities and other liabilities.
(2)
The Company enters into master netting agreements with its counterparties for transactions other than embedded derivatives to mitigate credit risk exposure to any single counterparty. Master netting agreements allow for individual derivative contracts with a single

F-39

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



counterparty to offset in the event of default. For presentation on the consolidated balance sheets, the Company does not offset fair value amounts recognized for derivative instruments under master netting arrangements.
8.     Fair Value Measurements
Valuation Methods
Fair value estimates are made as of a specific point in time based on methods using the market approach valuation method which uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities or other valuation techniques. These techniques involve uncertainties and are affected by the assumptions used and the judgments made regarding risk characteristics of various financial instruments, discount rates, estimates of future cash flows, future expected loss experience and other factors.
Cash, Cash Equivalents and Investments. The fair value of the Company's investments in money market funds approximates their face value. Such instruments are included in cash equivalents. The Company’s money market funds and publicly traded equity securities are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices for identical instruments in active markets. The fair value of the Company's other investments, including certificates of deposit, approximates their face value. The fair value of these investments is priced based on the quoted market price for similar instruments or nonbinding market prices that are corroborated by observable market data. Such instruments are classified within Level 2 of the fair value hierarchy. The Company determines the fair values of its Level 2 investments by using inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, custody bank, third-party pricing vendors, or other sources. The Company uses such pricing data as the primary input to make its assessments and determinations as to the ultimate valuation of its investment portfolio and has not made, during the periods presented, any material adjustments to such inputs. The Company is responsible for its consolidated financial statements and underlying estimates.
The Company uses the specific identification method in computing realized gains and losses. Realized gains and losses on the investments are included within other income (expense) in the Company’s consolidated statements of operations. Short-term and long-term investments are classified as available-for-sale and are carried at fair value with unrealized gains and losses reported in stockholders’ equity as a component of other comprehensive income or loss, net of any related tax effect. The Company reviews its investment portfolio quarterly to determine if any securities may be other-than-temporarily impaired due to increased credit risk, changes in industry or sector of a certain instrument over an extended period of time.
Derivative Assets and Liabilities . For derivatives, the Company uses forward contract and option models employing market observable inputs, such as spot currency rates and forward points with adjustments made to these values utilizing published credit default swap rates of its foreign exchange trading counterparties and other comparable companies. The Company has determined that the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, therefore the derivatives are categorized as Level 2.
During the years ended December 31, 2017 and 2016 , the Company did not have any nonfinancial assets or liabilities measured at fair value on a recurring basis.
The Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 were as follows (in thousands):
 
Fair Value at
December 31,
 
Fair Value
Measurement Using
 
2017
 
Level 1
 
Level 2
Assets:
 
 
 
 
 
Cash
$
985,382

 
$
985,382

 
$

Money market and deposit accounts
427,135

 
427,135

 

Publicly traded equity securities
6,163

 
6,163

 

Certificates of deposit
31,351

 

 
31,351

Derivative instruments (1)
8,285

 

 
8,285

 
$
1,458,316

 
$
1,418,680

 
$
39,636

Liabilities:
 
 
 
 
 
Derivative instruments (1)
$
40,847

 
$

 
$
40,847


F-40

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



_________________________
(1)
Includes both foreign currency embedded derivatives and foreign currency forward and option contracts. Amounts are included within other current assets, other assets, other current liabilities and other liabilities in the Company’s consolidated balance sheet.
The Company’s financial assets and liabilities measured at fair value on a recurring basis at December 31, 2016 were as follows (in thousands):
 
Fair Value at
December 31,
 
Fair Value
Measurement Using
 
2016
 
Level 1
 
Level 2
Assets:
 
 
 
 
 
Cash
$
345,119

 
$
345,119

 
$

Money market and deposit accounts
400,388

 
400,388

 

Publicly traded equity securities
6,463

 
6,463

 

Certificates of deposit
9,957

 

 
9,957

Derivative instruments (1)
69,979

 

 
69,979

 
$
831,906

 
$
751,970

 
$
79,936

Liabilities:
 
 
 
 
 
Derivative instruments (1)
$
10,959

 
$

 
$
10,959

_________________________
(1)
Includes embedded derivatives, foreign currency embedded derivatives and foreign currency forward contracts. Amounts are included within other current assets, other assets, other current liabilities and other liabilities in the Company’s consolidated balance sheet.
The Company did not have any Level 3 financial assets or financial liabilities during the years ended December 31, 2017 and 2016 .
9.     Leases
Capital Lease and Other Financing Obligations
The Company’s capital lease and other financing obligations expire at various dates ranging from 2018 to 2053 . The weighted average effective interest rate of the Company’s capital lease and other financing obligations was 7.86% as of December 31, 2017 .
The Company’s capital lease and other financing obligations are summarized as follows as of December 31, 2017 (in thousands):
 
Capital Lease Obligations
 
Other Financing Obligations
 
Total
2018
$
100,815

 
$
101,095

 
$
201,910

2019
94,234

 
88,028

 
182,262

2020
94,327

 
87,758

 
182,085

2021
92,455

 
89,595

 
182,050

2022
92,309

 
90,070

 
182,379

Thereafter
801,237

 
886,277

 
1,687,514

Total minimum lease payments
1,275,377

 
1,342,823

 
2,618,200

Plus amount representing residual property value

 
545,656

 
545,656

Less amount representing interest
(531,820
)
 
(933,075
)
 
(1,464,895
)
Present value of net minimum lease payments
743,557

 
955,404

 
1,698,961

Less current portion
(41,117
)
 
(37,588
)
 
(78,705
)
 
$
702,440

 
$
917,816

 
$
1,620,256


F-41

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Amsterdam 5 ("AM5") Data Center
In May 2017, the Company acquired the land and building for the AM5 IBX data center for cash consideration of  €26.7 million  or  $30.4 million  at the exchange rate in effect on June 30, 2017. The Company had previously accounted for the construction and related agreements as a build-to-suit arrangement. As a result of the purchase, the prior arrangement was effectively terminated and the financing obligation was settled in full. The Company settled the financing obligation of the AM5 data center for  €20.0 million  or approximately  $22.8 million  and recognized a loss on debt extinguishment of  €7.2 million  or approximately  $8.2 million . The fair value allocated to the ground lease was  €6.7 million  or  $7.6 million , which was recorded as other assets and will be amortized through December 2054.
Hong Kong 5 ("HK5") Data Center
In January 2017, the Company entered into an agreement for certain elements of the construction of the HK5 Data Center. The terms of the construction agreement triggered the Company to be, in substance, the owner of the asset during the construction phase. The Company has accounted for the construction and related agreements as a build-to-suit arrangement. As of December 31, 2017, the Company recorded a financing obligation totaling approximately 577.4 million Hong Kong dollars, or $73.9 million at the exchange rate in effect as of December 31, 2017.
Operating Leases
The Company also leases its IBX data centers and certain equipment under noncancelable operating lease agreements. The majority of the Company’s operating leases for its land and IBX data centers expire at various dates through 2065 with renewal options available to the Company. The lease agreements typically provide for base rental rates that increase at defined intervals during the term of the lease. In addition, the Company has negotiated some rent expense abatement periods for certain leases to better match the phased build out of its IBX data centers. The Company accounts for such abatements and increasing base rentals using the straight-line method over the life of the lease. The difference between the straight-line expense and the cash payment is recorded as deferred rent (see Note 6, "Other Current Liabilities" and "Other Liabilities").
Minimum future operating lease payments as of December 31, 2017 are summarized as follows (in thousands):
Years ending:
 
2018
$
176,789

2019
164,711

2020
154,329

2021
144,706

2022
140,451

Thereafter
1,132,964

Total
$
1,913,950

Total rent expense was approximately $157.9 million , $140.6 million and $101.5 million for the years ended December 31, 2017 , 2016 and 2015 , respectively.

F-42

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



10.    Debt Facilities
Mortgage and Loans Payable
The Company’s mortgage and loans payable consisted of the following as of December 31 (in thousands):
 
2017
 
2016
Term loans
$
1,417,352

 
$
1,413,582

Mortgage payable and other loans payable
48,872

 
44,382

 
1,466,224

 
1,457,964

Less the amount representing debt discount and debt issuance cost
(10,666
)
 
(22,811
)
Add the amount representing mortgage premium
2,051

 
1,862

 
1,457,609

 
1,437,015

Less current portion
(64,491
)
 
(67,928
)
 
$
1,393,118

 
$
1,369,087

Senior Credit Facility
On December 12, 2017, the Company entered into a credit agreement with a group of lenders for a $3,000.0 million credit facility ("Senior Credit Facility"), comprised of a $2,000.0 million senior unsecured multicurrency revolving credit facility ("Revolving Facility") and an approximately $1,000.0 million senior unsecured multicurrency term loan facility ("Term Loan Facility"). The Senior Credit Facility contains customary covenants, including financial covenants which require the Company to maintain certain financial coverage and leverage ratios, as well as customary events of default, and is guaranteed by certain of the Company’s domestic subsidiaries. The Senior Credit Facility has a five -year term, maturing on December 12, 2022.
The Company borrowed £500.0 million and SEK 2,800.0 million under the Term Loan Facility on December 12, 2017, or approximately $ 997.1 million at the exchange rates in effect on that date. The Company is required to repay the Term Loan Facility at the rate of 5% of the original principle amount per annum with the remaining balance to be repaid in full at the maturity of the Senior Credit Facility. The Term Loan Facility bears interest at a rate based on LIBOR plus a margin that can vary from 1.00% to 1.70% .
The Revolving Credit Facility allows the Company to borrow, repay and reborrow over its term. The Revolving Credit Facility provides a sublimit for the issuance of letters of credit of up to $250.0 million at any one time. Borrowings under the Revolving Credit Facility bear interest at a rate based on LIBOR plus a margin that can vary from 0.85% to 1.40% or, at the Company’s option, the base rate, which is defined as the highest of (a) the Federal Funds Rate plus 0.5% , (b) the Bank of America prime rate and (c) one-month LIBOR plus 1% plus a margin that can vary from 0.0% to 0.4% . The Company is required to pay a quarterly letter of credit fee on the face amount of each letter of credit, which fee is based on the same margin that applies from time to time to LIBOR-indexed borrowings under the revolving credit line. The Company is also required to pay a quarterly facility fee ranging from 0.15% to 0.30% per annum based on the total revolving credit facility amount.
Outstanding Borrowings
As of December 31, 2017 , the Company had £500.0 million and SEK2,800.0 million , or approximately $1,017.8 million in U.S dollars at exchange rates in effect as of December 31, 2017 , outstanding under the Term Loan Facility with a weighted average effective interest rate of 1.85% per annum. Debt issuance costs related to the Term Loan Facility, net of amortization, were $3.2 million as of December 31, 2017 .
2014 Senior Credit Facility
On December 17, 2014, the Company entered into a credit agreement with a group of lenders for a $1,500.0 million credit facility ("2014 Senior Credit Facility"), comprised of a $1,000.0 million multicurrency revolving credit facility ("2014 Revolving Credit Facility") and a $500.0 million multicurrency term loan facility ("2014 Term Loan A Facility").
The 2014 Revolving Credit Facility allowed the Company to borrow, repay and reborrow over the term. The 2014 Revolving Credit Facility provided a sublimit for the issuance of letters of credit of up to $150.0 million at any one time.  Borrowings under the 2014 Revolving Credit Facility bore interest at a rate based on LIBOR plus a margin that could vary from 1.0% to 1.4% . The Company paid a quarterly letter of credit fee on the face amount of each letter of credit, which fee was based on the same margin

F-43

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



that applies from time to time to LIBOR-indexed borrowings under the revolving credit line . The Company also paid a quarterly facility fee ranging from 0.25% to 0.35% per annum of the revolving credit facility, regardless of the amount utilized.
First Amendment
On April 30, 2015, the Company entered into the first amendment (the "First Amendment") to the 2014 Senior Credit Facility. The First Amendment provided for the conversion of the outstanding U.S. dollar-denominated borrowings under the 2014 Term Loan A Facility into an approximately equivalent amount denominated in four foreign currencies. In connection with the execution of the First Amendment, on April 30, 2015 the Company repaid the U.S. dollar-denominated $490.0 million remaining principal balance of the Term Loan A Facility and immediately reborrowed under the 2014 Term Loan A Facility in the aggregate principal amounts of CHF 47.8 million , €184.9 million , £92.6 million and ¥11,924.0 million , or approximately $490.0 million in U.S. dollars at exchange rates in effect on April 30, 2015. The Company accounted for this transaction as a debt modification.
The Company repaid the foreign-currency denominated borrowings under the 2014 Term Loan A Facility in equal quarterly installments on the last business day of each March, June, September and December, commencing on June 30, 2015, equal to the amount of 2.00% of the result of the respective 2014 Term Loan A Facility on April 30, 2015 divided by 0.98 with the remaining principal amount to be paid on the maturity date of the Term Loan A Facility.
Second Amendment
On December 8, 2015, the Company entered into the second amendment (the "Second Amendment") to the 2014 Senior Credit Facility. Pursuant to the Second Amendment, the 2014 Revolving Credit Facility was increased from $1,000.0 million to $1,500.0 million and the Company received commitments from the lenders for a $250.0 million seven year term loan (the "USD Term Loan B Commitment") and for a £300.0 million , or approximately $442.0 million in U.S. dollars at the exchange rate in effect on December 31, 2015, seven year term loan (the "Sterling Term Loan B Commitment", and collectively, the "Term Loan B Commitments"). On January 8, 2016, the Company borrowed the full amount of the $250.0 million and £300.0 million under the Term Loan B Commitment.
Funding of the Term Loan B was net of the original issue discounts of 0.25% of the principal of the USD Term Loan B and 0.50% of the principal of the Sterling Term Loan B. Loans made under the Term Loan B Commitments (the "Term Loan B") were repaid in equal quarterly installments of 0.25% of the original principal, with the remaining amount outstanding to be repaid in full on the seventh anniversary of the funding date of the Term Loan B. The USD Term Loan B bore interest at a rate based on LIBOR plus a margin of 3.25% and the Sterling Term Loan B bore interest at a rate based on LIBOR plus a margin of 3.75% .
Third Amendment
On December 22, 2016, the Company, entered into the third amendment (the "Third Amendment") to the 2014 Senior Credit Facility. Pursuant to the Third Amendment, (i) the Company may borrow up to €1,000.0 million in additional term B loan (the "Term B-2 Loan"), (ii) the interest rate margin applicable to the existing Term Loan B (the "Term Loan B Facility") in US Dollars was reduced from 3.25% to 2.50% and the LIBOR floor applicable to such loans were reduced from 0.75% to zero and (iii) the interest rate margin applicable to the loans borrowed under the Term Loan B Facility in Pounds Sterling was reduced from 3.75% to 3.00% , with no change to the existing LIBOR floor of 0.75% applicable to such loans. The Company accounted for this transaction as a debt modification.
On January 6, 2017, the Company borrowed the full amount of the Term B-2 Loan for €1,000.0 million , or approximately $1,059.8 million in U.S dollars at the exchange rate in effect on January 6, 2017. The Term B-2 Loan bore interest at an index rate based on LIBOR plus a margin of 3.25% . No original issue discount is applicable to the Term B-2 Loan. The Term B-2 Loan was repaid in equal quarterly installments of 0.25% of the original principal amount starting in the second quarter of 2017, with the remaining amount outstanding to be repaid in full on the seventh anniversary of the funding date of the Term B-2 Loan.
Fourth Amendment
On August 15, 2017, the Company entered into the fourth amendment (the "Fourth Amendment") to the 2014 Senior Credit Facility. Pursuant to the Fourth Amendment, (a) the interest rate margin applicable to loans borrowed under the Term Loan B Facility in US Dollars (the "USD Term Loan B Loans") was reduced from 2.50% to 2.00% , (b) the LIBOR floor applicable to loans borrowed under the Term Loan B Facility in Pounds Sterling (the "GBP Term Loan B Loans") was reduced from 0.75% to zero and (c) the interest rate margin applicable to loans borrowed under the Term Loan B Facility in Euro was reduced from 3.25% to 2.50% .

F-44

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



On December 12, 2017, using the proceeds from the sale of 2.875% Euro Senior Notes due 2026 and amounts borrowed under the Term Loan Facility, the Company repaid in full amounts outstanding under the 2014 Term Loan A Facility, the Term B Loans and the Term B-2 Loan, and terminated the 2014 Senior Credit Facility.
Bridge Term Loan
In connection with its acquisition of Bit-isle, on September 30, 2015, the Company entered into a term loan agreement (the “Bridge Term Loan Agreement”) with the Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”). Pursuant to the Bridge Term Loan Agreement, BTMU has committed to provide a senior bridge loan facility (the “Bridge Term Loan”) in the amount of up to  ¥47,500.0 million , or approximately $395.2 million  in U.S dollars at the exchange rate in effect on December 31, 2015. Proceeds from the Bridge Term Loan were used exclusively for the acquisition of Bit-isle, the repayment of Bit-isle’s existing debt and transaction costs incurred in connection with the closing of the Bridge Term Loan and the acquisition of Bit-isle. Borrowings under the Bridge Term Loan bore interest at the Tokyo Interbank Offered Rate for Japanese Yen, plus a margin of  0.4%  per annum for the first ten months following the first draw down. Thereafter, the margin increased to  1.75%  per annum. The Company repaid the Bridge Term Loan in full at the end of its term on October 31, 2016.
Japanese Yen Term Loan
On September 30, 2016, the Company entered into a five year term loan agreement (the "Japanese Yen Term Loan") with BTMU for ¥47,500.0 million , or approximately $468.4 million at the exchange rate in effect on September 30, 2016. Loans made under the Japanese Yen Term Loan must be repaid in equal quarterly installments of ¥625.0 million , with the remaining balance of ¥35,625.0 million to be repaid in full on October 29, 2021. Borrowings under the Japanese Yen Term Loan bear interest at the Tokyo Interbank Offered Rate for Japanese Yen, plus a margin of 1.5% per annum.
In October 2016, the Company drew down the full amount of the Japanese Yen Term Loan of ¥47,500.0 million , or approximately $453.2 million at the exchange rate in effect on October 31, 2016, and repaid the one-year Bridge Term Loan agreement which was used to facilitate the acquisition of Bit-isle. Total outstanding borrowings under the Japanese Yen Term Loan were ¥45,000.0 million , or approximately $399.6 million in U.S dollars at the exchange rate in effect as of December 31, 2017 . As of December 31, 2017, debt issuance cost, net of amortization, related to the Japanese Yen Term Loan was ¥843.6 million , or approximately $7.5 million in U.S. dollars at the exchange rate in effect on December 31, 2017 .
Brazil Financings
In June 2016, the Company prepaid and terminated its 2012 and 2013 Brazil financings. In connection with this prepayment, the Company paid 90.7 million Brazilian Reals, including principal, accrued interest and termination fees, or approximately $28.3 million at the exchange rate in effect as of June 30, 2016.
Mortgage Payable
In October 2013, as a result of the Frankfurt Kleyer 90 Carrier Hotel Acquisition, the Company assumed a mortgage payable of $42.9 million with an effective interest rate of 4.25% . The mortgage payable has monthly principal and interest payments and has an expiration date of August 2022.
Convertible Debt
4.75% Convertible Subordinated Notes
In June 2009, the Company issued $373.8 million aggregate principal amount of 4.75% Convertible Subordinated Notes due June 15, 2016 (the "4.75% Convertible Subordinated Notes"). Interest was payable semi-annually on June 15 and December 15 of each year and commenced on December 15, 2009 . In May and June 2014, certain holders of the 4.75% Convertible Subordinated Notes elected to convert a total of $215.8 million of the principal amount of the notes for 2,411,851 shares of the Company’s common stock and $51.7 million in cash, comprised of accrued interest, premium and cash paid in lieu of issuing shares for certain note holders’ principal amount.
In December 2015, certain holders of the 4.75% Convertible Subordinated Notes elected to convert a total of $7.8 million of the principal amount of the notes for 101,947 shares of the Company's common stock and approximately $1,000 in cash for residual shares in connection with the conversions.
In April and June 2016, holders of the 4.75% convertible subordinated notes converted or redeemed a total of $150.1 million of the principal amount of the notes for 1,981,662 shares of the Company’s common stock and $3.6 million in cash, comprised of

F-45

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



accrued interest, cash paid in lieu of fractional shares and principal redemption. In the Company’s consolidated statement of cash flows for the year ended December 31, 2016, the principal redemption and cash paid in lieu of issuing fractional shares to settle a portion of the principal amount were included within net cash provided by (used in) financing activities and the accrued interest paid was included within net cash provided by operating activities.
The following table sets forth total interest expense recognized related to the 4.75% Convertible Subordinated Notes for the years ended December 31 (in thousands):
 
2016
Contractual interest expense
$
3,267

Amortization of debt issuance costs
186

Amortization of debt discount
3,775

 
$
7,228

Effective interest rate of the liability component
10.48
%
To minimize the impact of potential dilution upon conversion of the 4.75% Convertible Subordinated Notes, the Company entered into capped call transactions (the "Capped Call") separate from the issuance of the 4.75% Convertible Subordinated Notes and paid a premium of $49.7 million for the Capped Call in 2009. The Capped Call covers a total of approximately 4,432,638 shares of the Company’s common stock, subject to adjustment.
Upon maturity of the 4.75% Convertible Subordinated Notes on June 15, 2016, the Company settled the capped call transaction and received 380,779 shares of common stock, which were placed in treasury and resulted in a credit of $141.7 million to additional paid in capital at the market price of $372.10 on June 15, 2016.
Senior Notes
The Company’s senior notes consisted of the following as of December 31 (in thousands):
 
2017
 
2016
 
Amount
 
Effective Rate
 
Amount
 
Effective Rate
4.875% Senior Notes due 2020
$

 

 
$
500,000

 
5.07
%
5.375% Senior Notes due 2022
750,000

 
5.56
%
 
750,000

 
5.56
%
5.375% Senior Notes due 2023
1,000,000

 
5.51
%
 
1,000,000

 
5.51
%
5.75% Senior Notes due 2025
500,000

 
5.88
%
 
500,000

 
5.88
%
2.875% Euro Senior Notes due 2025
1,201,000

 
3.04
%
 

 

5.875% Senior Notes due 2026
1,100,000

 
6.03
%
 
1,100,000

 
6.03
%
2.875% Euro Senior Notes due 2026
1,201,000

 
3.04
%
 

 

5.375% Senior Notes due 2027
1,250,000

 
5.51
%
 

 

 
7,002,000

 
 
 
3,850,000

 
 
Less amount representing debt issuance cost
(78,151
)
 
 
 
(39,230
)
 
 
 
$
6,923,849

 
 
 
$
3,810,770

 
 
2026 Euro Senior Notes
In December 2017, the Company issued €1,000.0 million aggregate principal amount of 2.875% senior notes due February 1, 2026, which are referred to as the "2026 Euro Senior Notes". Interest on the notes is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2018. Debt issuance costs related to the 2026 Euro Senior Notes were $15.7 million . As of December 31, 2017, debt issuance costs related to the 2026 Euro Senior Notes, net of amortization, were $15.9 million at the exchange rate in effect on that date.
2025 Euro Senior Notes
In September 2017, the Company issued €1,000.0 million aggregate principal amount of 2.875% senior notes due October 1, 2025, which are referred to as the "2025 Euro Senior Notes". Interest on the notes is payable semi-annually in arrears on April 1

F-46

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



and October 1 of each year, commencing on April 1, 2018. Debt issuance costs related to the 2025 Euro Senior Notes were $16.3 million . Debt issuance costs related to the 2025 Euro Senior Notes, net of amortization, were $15.7 million as of December 31, 2017.
2027 Senior Notes
In March 2017, the Company issued $1,250.0 million aggregate principal amount of 5.375% senior notes due May 15, 2027, which are referred to as the "2027 Senior Notes". Interest on the notes is payable semi-annually in arrears on May 15 and November 15 of each year, and commenced on May 15, 2017. Debt issuance costs related to the 2027 Senior Notes were $16.8 million . Debt issuance costs related to the 2027 Senior Notes, net of amortization, were $15.6 million as of December 31, 2017.
2026 Senior Notes
In December 2015, the Company issued $1,100.0 million aggregate principal amount of 5.875% senior notes due January 15, 2026, which are referred to as the "2026 Senior Notes". Interest on the notes is payable semi-annually in arrears on January 15 and July 15 of each year, and commenced on July 15, 2016. As of December 31, 2017 and 2016 , debt issuance costs related to the 2026 Senior Notes, net of amortization, were $13.4 million and $15.1 million , respectively.
2022 Senior Notes and 2025 Senior Notes
In November 2014, the Company issued $750.0 million aggregate principal amount of 5.375% senior notes due January 1, 2022 , and $500.0 million aggregate principal amount of 5.750% senior notes due January 1, 2025 , which are referred to as the "2022 Senior Notes" and "2025 Senior Notes", respectively, and collectively, as the "2022 and 2025 Senior Notes". Interest on each series of the notes is payable semi-annually in arrears on January 1 and July 1 of each year , and commenced on July 1, 2015 . As of December 31, 2017 and 2016 , debt issuance costs related to the 2022 and 2025 Senior Notes, net of amortization, were $10.4 million and $12.5 million , respectively.
2020 Senior Notes and 2023 Senior Notes
In March 2013, the Company issued $1,500.0 million aggregate principal amount of senior notes, which consist of $500.0 million aggregate principal amount of 4.875% senior notes due April 1, 2020 (the "2020 Senior Notes") and $1,000.0 million aggregate principal amount of 5.375% senior notes due April 1, 2023 (the "2023 Senior Notes"). Interest on both the 2020 Senior Notes and the 2023 Senior Notes is payable semi-annually on April 1 and October 1 of each year and commenced on October 1, 2013. On September 28, 2017, the Company redeemed the entire $500.0 million principal amount of the 2020 Senior Notes. Debt issuance costs related to the 2023 Senior Notes, net of amortization, were $7.1 million as of December 31, 2017. Debt issuance costs related to the 2020 Senior Notes and 2023 Senior Notes, net of amortization, were $11.6 million as of December 31, 2016.
All senior notes are unsecured and rank equal in right of payment to the Company’s existing or future senior indebtedness and senior in right of payment to the Company’s existing and future subordinated indebtedness. The senior notes are effectively subordinated to all of the existing and future secured debt, including debt outstanding under any bank facility or secured by any mortgage, to the extent of the assets securing such debt. They are also structurally subordinated to any existing and future indebtedness and other liabilities (including trade payables) of any of the Company’s subsidiaries.
Each series of senior notes is governed by a supplemental indenture between the Company and U.S. Bank National Association, as trustee. These supplemental indentures contain covenants that limit the Company’s ability and the ability of its subsidiaries to, among other things (1) :
incur additional debt;
pay dividends or make other restricted payments;
purchase, redeem or retire capital stock or subordinated debt;
make asset sales;
enter into transactions with affiliates;
incur liens (2) ;
enter into sale-leaseback transactions (2) ;
provide subsidiary guarantees;
make investments; and
merge or consolidate with any other person (2) .
 
(1) If the senior notes are rated investment grade at any time by two or more of Standard & Poor’s, Moody’s and Fitch, most of the restrictive covenants contained in the supplemental indentures will be suspended.

F-47

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



(2) The supplemental indenture for the 2.875% Euro Senior Notes due 2026 only contains these covenants footnoted with (2) .

Subject to compliance with the limitations described above, the Company may issue an unlimited principal amount of additional notes at later dates under the same indenture as the senior notes. Any additional notes the Company issues under the indenture will be identical in all respects to the terms of the 2.875% Euro Senior Notes due 2026, except that the additional notes will have different issuance dates and may have different issuance prices.
The Company is not required to make any mandatory redemption with respect to the senior notes; however, upon the event of a change in control, the Company may be required to offer to purchase the senior notes.
Optional Redemption Schedule
Senior Note Description
Early Equity Redemption Price
First Scheduled Redemption Date
First Scheduled Redemption Price
Second Year Redemption Price
Third Year Redemption Price
Fourth Year
(if scheduled) Redemption Price
5.375% due 2022
105.375%
January 1, 2018
104.031%
102.688%
101.344%
100.000%
5.375% due 2023
105.375%
April 1, 2018
102.688%
101.792%
100.896%
100.000%
5.75% due 2025
105.750%
January 1, 2020
102.875%
101.917%
100.958%
100.000%
2.875% Euro due 2025
102.875%
October 1, 2020
101.438%
100.719%
100.000%
 
5.875% due 2026
105.875%
January 15, 2021
102.938%
101.958%
100.979%
100.000%
2.875% Euro due 2026
102.875%
February 1, 2021
101.438%
100.719%
100.000%
 
5.375% due 2027
105.375%
May 15, 2022
102.688%
101.792%
100.896%
100.000%
Each series of senior notes provides for optional redemption. Within 90 days of the closing of one or more equity offerings and at any time prior to the first scheduled redemption date listed in the Optional Redemption Schedule, the Company may redeem up to 35% of the aggregate principal amount of any series of senior notes outstanding, at the respective early equity redemption price listed in the Optional Redemption Schedule, plus accrued and unpaid interest to the redemption date, provided that at least 65% of the aggregate principal amount of the senior notes issued in such series remains outstanding immediately after such redemption(s).
On or after the first scheduled redemption date listed in the Optional Redemption Schedule, the Company may redeem all or a part of a series of senior notes, on one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth in the Optional Redemption Schedule, plus accrued and unpaid interest thereon, if any, if redeemed during the twelve-month periods beginning on the first scheduled redemption date and at reduced scheduled redemption prices during the twelve-month periods beginning on the anniversaries of the first scheduled redemption date.
In addition, at any time prior to the first scheduled redemption date, the Company may redeem all or a part of any series of senior notes at a redemption price equal to 100% of the principal amount of such senior notes redeemed plus the applicable premium (the "Applicable Premium") and accrued and unpaid interest, subject to the rights of the holders of record of such senior notes on the relevant record date to receive interest due on the relevant interest payment date. The Applicable Premium means the greater of:
(1)
1.0% of the principal amount of the senior notes;
(2)
the excess of:
(a) the present value at such redemption date of (i) the first scheduled redemption price of the senior notes at the first scheduled redemption date, plus (ii) all required interest payments due on the senior notes through the first scheduled redemption date computed using a discount rate equal to the treasury rate as of such redemption date plus 50 basis points ; over
(b) the principal amount of the senior notes.
Loss on Debt Extinguishment
During the year ended December 31, 2017, the Company recorded $65.8 million of loss on debt extinguishment comprised of (i) $14.6 million of loss on debt extinguishment from the redemption of the 2020 Senior Notes, which included the $12.2 million redemption premium that was paid in cash and $2.4 million related to the write-off of unamortized debt issuance costs, (ii) $13.2

F-48

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



million of loss on debt extinguishment from the redemption of the Term B-2 Loan, (iii) $9.3 million of loss on debt extinguishment as a result of the redemption of the Term B Loans, (iv) $16.7 million loss on debt extinguishment as a result of amendments to leases and financing obligations and (v) $12.0 million of loss on debt extinguishment as a result of the settlement of financing obligations for properties purchased.
During the year ended December 31, 2016, the Company recorded $12.3 million of loss on debt extinguishment as a result of (i) the settlement of the financing obligations for Paris 3 IBX data center, (ii) a portion of the lender fees associated with the Japanese Yen Term Loan and (iii) the prepayment and terminations of the 2012 and 2013 Brazil financings.
During the year ended December 31, 2015, the Company recorded $0.3 million of loss on debt extinguishment as a result of the conversions of the 4.75% Convertible Subordinated Notes.
Maturities of Debt Facilities
The following table sets forth maturities of the Company’s debt, including mortgage, loans payable, and senior notes, gross of debt issuance costs and debt discounts, as of December 31, 2017 (in thousands):
Years ending:
 
2018
$
64,472

2019
77,309

2020
77,237

2021
387,762

2022
1,607,402

Thereafter
6,256,093

 
$
8,470,275

Fair Value of Debt Facilities
The following table sets forth the estimated fair values of the Company’s mortgage and loans payable and senior notes, including current maturities, as of December 31 (in thousands):
 
2017
 
2016
Mortgage and loans payable
$
1,464,877

 
$
1,461,954

Senior notes
7,288,673

 
4,033,985

The fair value of the mortgage and loans payable, which were not publicly traded, was estimated by considering the Company’s credit rating, current rates available to the Company for debt of the same remaining maturities and terms of the debt (level 2). The fair value of the senior notes, which were traded in the public debt market, was based on quoted market prices (level 1).
Interest Charges
The following table sets forth total interest costs incurred and total interest costs capitalized for the years ended December 31 (in thousands):
 
2017
 
2016
 
2015
Interest expense
$
478,698

 
$
392,156

 
$
299,055

Interest capitalized
22,625

 
13,338

 
10,943

Interest charges incurred
$
501,323

 
$
405,494

 
$
309,998

Total interest paid, net of capitalized interest, during the years ended December 31, 2017, 2016 and 2015 was $422.2 million , $336.7 million and $226.5 million , respectively.

F-49

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



11.     Stockholders’ Equity
The Company’s authorized share capital is 300,000,000 shares of common stock and 100,000,000 shares of preferred stock, of which 25,000,000 is designated Series A, 25,000,000 is designated as Series A-1 and 50,000,000 is undesignated. As of December 31, 2017 and 2016 , the Company had no preferred stock issued and outstanding.
Common Stock
In August 2017, the Company entered into an equity distribution agreement with RBC Capital Market, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, establishing an "at the market" equity offering program, under which the Company may offer and sell from time to time up to an aggregate of $750.0 million of its common stock in "at the market" transactions (the "ATM Program"). For the year ended December 31, 2017 , the Company sold 763,201 shares under the ATM Program, for approximately $355.1 million , net of payment of commissions to the sales agents and estimated equity offering costs.
In March 2017, the Company issued and sold 6,069,444 shares of its common stock in a public offering pursuant to a registration statement and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission ("SEC"). The shares issued and sold included the full exercise of the underwriters' option to purchase 791,666 additional shares. The Company received net proceeds of approximately $2,126.3 million , after deducting underwriting discounts and commissions and offering expenses of $58.7 million .
In April and June 2016, upon the maturity of the Company's 4.75% Convertible Subordinated Notes, holders of the Company's 4.75% Convertible Subordinated Notes converted $150.1 million principal amount of the notes into 1,981,662 shares of the Company's common stock. In June 2016, the Company also settled the capped call transaction and received 380,779 shares of common stock, which were placed in treasury and resulted in a credit of $141.7 million to additional paid in capital at the market price of $372.10 on June 15, 2016. See convertible debt in Note 10 for additional information.
In December 2015, certain holders of the Company's 4.75% Convertible Subordinated Notes elected to convert a portion of the notes into 101,947 shares of the Company's common stock. See convertible debt in Note 10 for additional information.
In November 2015, the Company issued and sold 2,994,792 shares of its common stock in a public offering pursuant to a registration statement and a related prospectus and prospectus supplement, in each case filed with the SEC. The shares issued and sold included the full exercise of the underwriters’ option to purchase 390,625 additional shares. The Company received net proceeds of approximately $829.5 million , after deducting underwriting discounts and commissions of $32.3 million and offering expenses of $0.7 million .
As of December 31, 2017 , the Company had reserved the following shares of authorized but unissued shares of common stock for future issuances:
Common stock options and restricted stock units
4,499,389

Common stock employee purchase plans
3,265,791

Total
7,765,180


F-50

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Accumulated Other Comprehensive Loss
The components of the Company’s accumulated other comprehensive loss (OCI) consisted of the following as of December 31, 2017 , 2016 and 2015 (in thousands):
 
December 31, 2014
 
Net
Change
 
December 31, 2015
 
Net
Change
 
December 31, 2016
 
Net
Change
 
December 31, 2017
Foreign currency translation adjustment ("CTA") loss
$
(336,946
)
 
$
(186,763
)
 
$
(523,709
)
 
$
(507,420
)
 
$
(1,031,129
)
 
$
454,269

 
$
(576,860
)
Unrealized gain (loss) on cash flow hedges (1)
6,603

 
4,550

 
11,153

 
19,551

 
30,704

 
(54,895
)
 
(24,191
)
Net investment hedge CTA gain (loss) (1)

 
4,484

 
4,484

 
45,505

 
49,989

 
(235,292
)
 
(185,303
)
Unrealized gain (loss) on available for sale securities (2)
(99
)
 
(40
)
 
(139
)
 
2,249

 
2,110

 
14

 
2,124

Net actuarial loss on defined benefit plans (3)
(2,001
)
 
1,153

 
(848
)
 
32

 
(816
)
 
(143
)
 
(959
)
 
$
(332,443
)
 
$
(176,616
)
 
$
(509,059
)
 
$
(440,083
)
 
$
(949,142
)
 
$
163,953

 
$
(785,189
)
__________________________
(1)
Refer to Note 7 for a discussion of the amounts reclassified from accumulated other comprehensive loss to net income (loss).
(2)
The realized gains and losses reclassified from accumulated other comprehensive loss to net income (loss) as a result of sale of available for sale securities were not significant for the years ended December 31, 2017 , 2016 and 2015.
(3)
The Company has a defined benefit pension plan covering all employees in one country where such plans are mandated by law. The Company does not have any defined benefit plans in any other countries. The unamortized gain (loss) on defined benefit plans includes gains or losses resulting from a change in the value of either the projected benefit obligation or the plan assets resulting from a change in an actuarial assumption, net of amortization.
Changes in foreign currencies can have a significant impact to the Company’s consolidated balance sheets (as evidenced above in the Company’s foreign currency translation gain or loss), as well as its consolidated results of operations, as amounts in foreign currencies are generally translating into more U.S. dollars when the U.S. dollar weakens or less U.S. dollars when the U.S. dollar strengthens. At December 31, 2017 , the U.S. dollar was generally weaker relative to certain of the currencies of the foreign countries in which the Company operates. This overall weakening of the U.S. dollar had an overall positive impact on the Company’s consolidated financial position because the foreign denominations translated into more U.S. dollars as evidenced by the decrease in foreign currency translation loss for the year ended December 31, 2017 compared to the year ended December 31, 2016 as reflected in the above table. In future periods, the volatility of the U.S. dollar as compared to the other currencies in which the Company does business could have a significant impact on its consolidated financial position and results of operations including the amount of revenue that the Company reports in future periods.
Treasury Stock
During the year ended December 31, 2017, the Company re-issued 6,073 shares of its treasury stock with a total value of $2.6 million related to the settlement of restricted stock units. During the year ended December 31, 2016, the Company re-issued 7,099 shares of its treasury stock with a total value of $2.4 million related to the settlement of restricted stock units. During the year ended December 31, 2015, the Company re-issued 7,348 shares of its treasury stock with a total value of $1.8 million related to the settlement of restricted stock units and 11,784 shares of its treasury stock with a total value of $3.5 million related to the exchange and conversion of the 4.75% Convertible Subordinated Notes (see Note 10).
Special Distributions
In September 2015, the Company’s Board of Directors declared a special distribution of $627.0 million , or approximately $10.95 per share (the "2015 Special Distribution"), to its common stockholders. The 2015 Special Distribution represents an amount that includes the sum of: (1) foreign earnings and profits repatriated as dividend income in 2015; (2) taxable income in 2015 from depreciation recapture in respect of accounting method changes commenced in the Company’s pre-REIT period; and (3) certain other items of taxable income.
The 2015 Special Distribution was paid on November 10, 2015 to the Company’s common stockholders of record as of the close of business on October 8, 2015 . Common stockholders had the option to elect to receive payment of the 2015 Special Distribution in the form of stock or cash. The number of shares distributed was determined based upon common stockholder

F-51

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



elections and the average closing price of the Company’s common stock on the three trading days commencing on November 3, 2015 or $297.03 per share. As such, the Company issued 1,688,411 shares of its common stock and paid $125.5 million in connection with the 2015 Special Distribution.
Shares issued in connection with the 2015 Special Distribution impact weighted average shares outstanding from the date of issuance, thus impacting the Company’s earnings per share data prospectively from the distribution date.
Dividends
During the year ended December 31, 2017 , the Company's Board of Directors declared quarterly cash dividends of $2.00 per share on November 1, August 2, April 26, and February 15, 2017, to stockholders of record on November 15, August 23, May 24, and February 27, 2017, respectively, and payment dates of December 13, September 20, June 21, and March 22, 2017, respectively. The Company paid a total of $612.1 million in cash dividends during the year ended December 31, 2017.
During the year ended December 31, 2016, the Company's Board of Directors declared quarterly cash dividends of $1.75 per share on November 2, August 3, May 4, and February 18, 2016, to stockholders of record on November 16, August 24, May 25, and March 9, 2016, respectively, and payment dates of December 14, September 14, June 15, and March 23, 2016, respectively. The Company paid a total of $492.4 million in cash dividends during the year ended December 31, 2016.
During the year ended December 31, 2015, the Company's Board of Directors declared quarterly cash dividends of $1.69 per share on October 28, July 29, May 7 and February 19, 2015, to stockholders of record on December 9, August 26, May 27 and March 11, 2015, respectively, and payment dates of December 16, September 16, June 17 and March 25, 2015, respectively. The Company paid a total of $393.6 million in cash dividends during the year ended December 31, 2015.
In addition, as of December 31, 2017 , for dividends and special distributions attributed to the restricted stock units, the Company recorded a short term dividend payable of $11.2 million and a long term dividend payable of $6.7 million for the restricted stock units that have not yet vested.  As of December 31, 2016, for dividends and special distributions attributed to the RSU awards, the Company recorded a short term dividend payable of $12.0 million  and a long term dividend payable of  $8.5 million  for the restricted stock units that have not yet vested.
For federal income tax purposes, distributions to stockholders are treated as ordinary income, capital gains, return of capital or a combination thereof. For the years ended December 31, 2017 and 2016 , the quarterly dividends were classified as follows:
Record Date
 
Payment Date
 
Total Distribution
 
Nonqualified Ordinary Dividend
 
Qualified Ordinary Dividend
 
Return of Capital
 
 
 
 
(per share)
Fiscal 2017
 
 
 
 
 
 
 
 
 
 
2/27/2017
 
3/22/2017
 
$
2.000000

 
$
2.000000

 
$

 
$

5/24/2017
 
6/21/2017
 
2.000000

 
2.000000

 

 

8/23/2017
 
9/20/2017
 
2.000000

 
2.000000

 

 

11/15/2017
 
12/13/2017
 
2.000000

 
2.000000

 

 

Total
 
 
 
$
8.000000

 
$
8.000000

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
Fiscal 2016
 
 
 
 
 
 
 
 
 
 
3/9/2016
 
3/23/2016
 
$
1.750000

 
$
1.231334

 
$
0.518666

 
$

5/25/2016
 
6/15/2016
 
1.750000

 
1.231334

 
0.518666

 

8/24/2016
 
9/14/2016
 
1.750000

 
1.231334

 
0.518666

 

11/16/2016
 
12/14/2016
 
1.750000

 
1.231334

 
0.518666

 

Total
 
 
 
$
7.000000

 
$
4.925336

 
$
2.074664

 
$


F-52

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



12.     Stock-Based Compensation
Equinix Equity Awards
Equity Compensation Plans
In May 2000, the Company’s stockholders approved the adoption of the 2000 Equity Incentive Plan as the successor plan to the 1998 Stock Plan. Beginning in August 2000, the Company no longer issued additional grants under the 1998 Stock Plan, and unexercised options under the 1998 Stock Plan that are canceled due to an optionee’s termination may be reissued under the successor 2000 Equity Incentive Plan. Under the 2000 Equity Incentive Plan, nonstatutory stock options, restricted shares, restricted stock units, and stock appreciation rights may be granted to employees, outside directors and consultants at not less than 85% of the fair value on the date of grant, and incentive stock options may be granted to employees at not less than 100% of the fair value on the date of grant. Options granted prior to October 1, 2005 generally expire 10 years from the grant date, and equity awards granted to employees and consultants on or after October 1, 2005 will generally expire 7 years from the grant date, subject to continuous service of the optionee. Equity awards granted under the 2000 Equity Incentive Plan generally vest over 4 years. The Company had reserved a total of 16,636,172 shares for issuance under the 2000 Equity Incentive Plan of which 2,423,051 shares were still available for grant as of December 31, 2017 . The 2000 Equity Incentive Plan is administered by the Compensation Committee of the Board of Directors (the "Compensation Committee"), and the Compensation Committee may terminate or amend the plan, with approval of the stockholders as may be required by applicable law, at any time.
In May 2000, the Company’s stockholders approved the adoption of the 2000 Director Option Plan, which was amended and restated effective January 1, 2003. Under the 2000 Director Option Plan, each non-employee board member who was not previously an employee of the Company will receive an automatic initial nonstatutory stock option grant, which vests in four annual installments. In addition, each non-employee board member will receive an annual non-statutory stock option grant on the date of the Company’s regular Annual Meeting of Stockholders, provided the board member will continue to serve as a director thereafter. Such annual option grants shall vest in full on the earlier of a) the first anniversary of the grant, or b) the date of the regular Annual Meeting of Stockholders held in the year following the grant date. A new director who receives an initial option will not receive an annual option in the same calendar year. Options granted under the 2000 Director Option Plan will have an option price not less than 100% of the fair value on the date of grant and will have a 10 -year contractual term, subject to continuous service of the board member. On December 18, 2008, the Company’s Board of Directors passed resolutions eliminating all automatic stock option grant mechanisms under the 2000 Director Option Plan, and replaced them with an automatic restricted stock unit grant mechanism under the 2000 Equity Incentive Plan. The Company had reserved 594,403 shares for issuance under the 2000 Director Option Plan of which 505,646 shares were still available for grant as of December 31, 2017 . The 2000 Director Option Plan is administered by the Compensation Committee and the Compensation Committee may terminate or amend the plan, with approval of the stockholders as may be required by applicable law, at any time.
In September 2001, the Company adopted the 2001 Supplemental Stock Plan, under which non-statutory stock options and restricted shares/restricted stock units may be granted to consultants and employees who are not executive officers or board members, at not less than 85% of the fair value on the date of grant. Options granted prior to October 1, 2005 generally expire 10 years from the grant date, and options granted on or after October 1, 2005 will generally expire 7 years from the grant date, subject to continuous service of the optionee. Current stock options granted under the 2001 Supplemental Stock Plan generally vest over four years. The Company had reserved a total of 1,494,275 shares for issuance under the 2001 Supplemental Stock Plan, of which 260,498 shares were still available for grant as of December 31, 2017 . The 2001 Supplemental Stock Plan is administered by the Compensation Committee, and the plan will continue in effect indefinitely unless the Compensation Committee decides to terminate it earlier.
The 1998 Stock Plan, 2000 Equity Incentive Plan, 2000 Director Option Plan and 2001 Supplemental Stock Plan are collectively referred to as the "Equity Compensation Plans."

F-53

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Stock Options
Stock option activity under the Equity Compensation Plans is summarized as follows:

Number of Shares Outstanding

Weighted Average Exercise Price per Share

Weighted Average Remaining Contractual Life (Years)

Aggregate
Intrinsic
Value
(1)  
(Dollars in Thousands)
Stock options outstanding at December 31, 2014
77,934


$
73.84






Stock options exercised
(41,889
)

64.18






Additional shares granted due to special distribution
1,454








Stock options expired
(250
)

41.12






Stock options outstanding at December 31, 2015
37,249


82.06






Stock options exercised
(18,183
)

80.10






Stock options outstanding at December 31, 2016
19,066


82.01






Stock options exercised
(12,763
)

83.51






Stock options outstanding at December 31, 2017
6,303


$
78.97


0.57

$
2,359

Stock options vested and exercisable at December 31, 2017
6,303


$
78.97


0.57

$
2,359

__________________________
(1)
The aggregate intrinsic value is calculated as the difference between the market value of the stock as of December 31, 2017 and the exercise price of the option.
The following table summarizes information about outstanding stock options as of December 31, 2017 :
 
Outstanding

Exercisable
Range of exercise prices
Number of Shares

Weighted Average Remaining Contractual Life (Years)

Weighted Average Exercise Price

Number of Shares
 
Weighted Average Exercise Price
$28.56 to $28.56
1,007


1.18

$
28.56


1,007

 
$
28.56

$88.56 to $88.56
5,296


0.45

88.56


5,296

 
88.56


6,303


0.57

$
78.97


6,303

 
$
78.97

The Company provides the following additional disclosures for stock options as of December 31 (in thousands):

2017
 
2016
 
2015
Total aggregate intrinsic value of stock options exercised (1)
$
3,818

 
$
4,712

 
$
7,198

_________________________
(1)
The intrinsic value is calculated as the difference between the market value of the stock on the date of exercise and the exercise price of the option.

F-54

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Restricted Stock Units
Since 2008, the Company primarily grants restricted stock units to its employees, including executives and non-employee directors, in lieu of stock options. The Company generally grants restricted stock units that have a service condition only or have both a service and performance condition. Each restricted stock unit is not considered issued and outstanding and does not have voting rights until it is converted into one share of the Company’s common stock upon vesting. Restricted stock unit activity is summarized as follows:
 
Number of Shares Outstanding

Weighted Average Grant Date Fair Value per Share

Weighted Average Remaining Contractual Life (Years)

Aggregate Intrinsic Value (1)  (Dollars in Thousands)
Restricted stock units outstanding, December 31, 2014
1,403,974


$
114.56






Restricted stock units granted
711,990


236.89






Additional shares granted due to special distribution
51,432


297.03






Restricted stock units released, vested
(623,554
)

173.79






Special distribution shares released
(19,966
)

227.99






Restricted stock units canceled
(103,922
)

198.67






Special distribution shares canceled
(3,516
)

235.43






Restricted stock units outstanding, December 31, 2015
1,416,438


148.53






Restricted stock units granted
720,601


309.18






Additional shares granted due to special distribution
37


297.03






Restricted stock units released, vested
(655,584
)

213.72






Special distribution shares released
(35,354
)

269.94






Restricted stock units canceled
(93,940
)

242.41






Special distribution shares canceled
(4,319
)

272.84






Restricted stock units outstanding, December 31, 2016
1,347,879


192.59






Restricted stock units granted
658,196


389.60






Restricted stock units released, vested
(606,064
)

260.75






Special distribution shares released
(15,667
)

243.06






Restricted stock units canceled
(79,451
)

313.83






Special distribution shares canceled
(1,002
)

282.49






Restricted stock units outstanding, December 31, 2017
1,303,891


$
252.30


1.22

$
590,950

__________________________
(1) The intrinsic value is calculated based on the market value of the stock as of December 31, 2017 .
The total fair value of restricted stock units vested and released during the years ended December 31, 2017 , 2016 and 2015 was $259.1 million , $227.4 million and $157.6 million , respectively.
Employee Stock Purchase Plan
In June 2004, the Company’s stockholders approved the adoption of the 2004 Employee Stock Purchase Plan (the "2004 Purchase Plan") as a successor plan to a previous plan that ceased activity in 2005. A total of 500,000 shares have been reserved for issuance under the 2004 Purchase Plan, and the number of shares available for issuance under the 2004 Purchase Plan automatically increased on January 1 each year, beginning in 2005 and ending in 2014 by the lesser of 2% of the shares of common stock then outstanding or 500,000 shares. Effective November 25, 2014, 3,197 shares were added to the 2004 Purchase Plan, representing an anti-dilutive adjustment pursuant to the 2014 Special Distribution. Effective November 10, 2015, 9,020 shares were added to the 2004 Purchase Plan, representing an anti-dilutive adjustment pursuant to the 2015 Special Distribution. As of December 31, 2017 , a total of 3,265,791 shares remained available for purchase under the 2004 Purchase Plan. The 2004 Purchase Plan permits eligible employees to purchase common stock on favorable terms via payroll deductions of up to 15% of the employee’s cash compensation, subject to certain share and statutory dollar limits. Two overlapping offering periods commence during each

F-55

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



calendar year, on each February 15 and August 15 or such other periods or dates as determined by the Compensation Committee from time to time, and the offering periods last up to 24 months with a purchase date every six months. The price of each share purchased is 85% of the lower of a) the fair value per share of common stock on the last trading day before the commencement of the applicable offering period or b) the fair value per share of common stock on the purchase date. The 2004 Purchase Plan is administered by the Compensation Committee of the Board of Directors, and such plan will terminate automatically in June 2024 unless a) the 2004 Purchase Plan is extended by the Board of Directors and b) the extension is approved within 12 months by the Company’s stockholders.
The Company provides the following disclosures for the 2004 Purchase Plan as of December 31 (dollars, except shares):
 
2017
 
2016
 
2015
Weighted-average purchase price per share
$
250.65

 
$
217.91

 
$
150.13

Weighted average grant-date fair value per share of shares purchased
$
72.21

 
$
60.49

 
$
57.63

Number of shares purchased
162,076

 
150,044

 
182,175

The Company uses the Black-Scholes option-pricing model to determine the fair value of shares under the 2004 Purchase Plan with the following assumptions during the years ended December 31:
 
2017
 
2016
 
2015
Range of dividend yield
2.10 - 2.31%

 
2.38 - 2.53%

 
2.65 - 2.81%

Range of risk-free interest rate
0.70 - 1.35%

 
0.48 - 0.76%

 
0.08 - 0.77%

Range of expected volatility
16.42 - 24.27%

 
18.80 - 30.94%

 
19.96 - 25.78%

Weighted-average expected volatility
20.30
%
 
25.01
%
 
21.72
%
Weighted average expected life (in years)
1.52

 
1.41

 
1.59

Stock-Based Compensation Recognized in the Consolidated Statement of Operations
The Company generally recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the awards. However, for awards with market conditions or performance conditions, stock-based compensation expense is recognized on a straight-line basis over the requisite service period for each vesting tranche of the award.
In October 2014, the Compensation Committee approved amendments to the terms of all outstanding restricted stock units ("RSUs") granted prior to January 1, 2014 to provide for dividend equivalent rights ("DERs") in the event of future dividends paid on the Company’s common stock.  The Compensation Committee also approved an adjustment to outstanding stock options, including those under the Company’s Employee Stock Purchase Plan ("ESPP"), to ensure that the cash portion of the 2014 Special Distribution would not negatively impact the intrinsic value of the options. Pursuant to the accounting standard for stock compensation, these actions affecting the terms of the awards are considered modifications for accounting purposes that resulted in incremental stock-based compensation expenses and will be recognized over the requisite service period for each vesting tranche of the award. The total charges associated with this modification are not significant to the financial statements.
As of December 31, 2017 , the total stock-based compensation cost related to unvested equity awards not yet recognized, net of estimated forfeitures, totaled $296.7 million which is expected to be recognized over a weighted-average period of 2.08 years.
The following table presents, by operating expense, the Company’s stock-based compensation expense recognized in the Company’s consolidated statement of operations for the years ended December 31 (in thousands):
 
2017
 
2016
 
2015
Cost of revenues
$
13,621

 
$
13,086

 
$
9,878

Sales and marketing
50,094

 
43,030

 
36,847

General and administrative
111,785

 
100,032

 
86,908

Total
$
175,500

 
$
156,148

 
$
133,633


F-56

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The Company’s stock-based compensation recognized in the consolidated statement of operations was comprised of the following types of equity awards for the years ended December 31 (in thousands):
 
2017
 
2016
 
2015
Stock options
$

 
$

 
$
1,679

Restricted stock units
164,321

 
145,769

 
124,512

Employee stock purchase plan
11,179

 
10,379

 
7,442

Total
$
175,500

 
$
156,148

 
$
133,633

During the years ended December 31, 2017 , 2016 and 2015 , the Company capitalized $6.2 million , $4.2 million and $3.0 million , respectively, of stock-based compensation expense as construction in progress in property, plant and equipment.
13.     Income Taxes
Income (loss) before income taxes is attributable to the following geographic locations for the years ended December 31, (in thousands):
 
2017
 
2016
 
2015
Domestic
$
148,500

 
$
215,010

 
$
123,153

Foreign
138,332

 
(55,151
)
 
87,845

Income from continuing operations before income taxes
$
286,832

 
$
159,859

 
$
210,998

The tax benefit (expenses) for income taxes consisted of the following components for the years ended December 31, (in thousands):
 
2017
 
2016
 
2015
Current:
 
 
 
 
 
Federal
$
9,346

 
$
(16,365
)
 
$
(85,352
)
State and local
(849
)
 
(2,147
)
 
(3,984
)
Foreign
(109,032
)
 
(62,278
)
 
(27,090
)
Subtotal
(100,535
)
 
(80,790
)
 
(116,426
)
Deferred:
 
 
 
 
 
Federal
9,684

 
(11,184
)
 
87,801

State and local
2,018

 
(3,328
)
 
4,600

Foreign
34,983

 
49,851

 
801

Subtotal
46,685

 
35,339

 
93,202

Provision for income taxes
$
(53,850
)
 
$
(45,451
)
 
$
(23,224
)
State and foreign taxes not based on income are included in general and administrative expenses and the aggregate amounts were not significant for the years ended December 31, 2017 , 2016 and 2015 .

F-57

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The fiscal 2017 , 2016 and 2015 income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 35% to pre-tax income as a result of the following for the years ended December 31 (in thousands):
 
2017
 
2016
 
2015
Federal tax at statutory rate
$
(100,391
)
 
$
(55,951
)
 
$
(73,849
)
State and local tax (expense) benefit
1,000

 
(4,895
)
 
945

Deferred tax assets generated in current year not benefited
(7,643
)
 
(6,246
)
 
(4,916
)
Foreign income tax rate differential
26,151

 
22,016

 
30,387

Non-deductible expenses
(2,629
)
 
(15,828
)
 
(14,252
)
Stock-based compensation expense
(616
)
 
(5,890
)
 
(3,922
)
Change in valuation allowance
(716
)
 
11,995

 
710

Foreign financing activities
1,319

 
(26,708
)
 
2,592

Loss on debt extinguishment
(1,604
)
 
(8,288
)
 

Gain on divestments

 
8,828

 

Uncertain tax positions reserve
(66
)
 
(9,371
)
 
(3,191
)
Tax adjustments related to REIT
41,973

 
45,060

 
45,823

Enactment of the US tax reform
(6,513
)
 

 

Other, net
(4,115
)
 
(173
)
 
(3,551
)
Total income tax expense
$
(53,850
)
 
$
(45,451
)
 
$
(23,224
)
Legislation commonly referred to as the Tax Cuts and Jobs Act ("TCJA"), which was signed into law on December 22, 2017, contains many significant changes to the existing U.S. federal income tax laws. Among other things, the TCJA reduces the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018, limits the tax deductibility of interest expense, accelerates expensing of certain business assets and transitions the U.S. international taxation from a worldwide tax system to a territorial tax system by imposing a one-time mandatory repatriation of undistributed foreign earnings. As a result of the reduced corporate tax rate, the Company recognized an income tax expense of $6.5 million during the fourth quarter of 2017 as a provisional amount due to the remeasurement of the net deferred tax assets in the U.S. TRS. The Company is still analyzing the new tax legislation and assessing the impact. The Company will be able to conclude whether any adjustments are required to its net deferred tax asset balance in the U.S. when it files its 2017 U.S. federal tax return in the fourth quarter of 2018. Any adjustments to these provisional amounts will be reported as a component of tax expense (benefit) in the reporting period when such adjustments are determined.
The TCJA mandates a one-time deemed repatriation of undistributed foreign earnings, which will increase the Company’s 2017 taxable income, as well as its required REIT distribution. Based on the interpretation and guidance of the new tax legislation, the Company estimated a provisional amount of $195 million as the one-time mandatory repatriation of its cumulative foreign earnings that was not previously included in the U.S. taxable income. The Company has an option of including the entire amount in its 2017 taxable income or spreading the amount over 8 years in its taxable income. The Company has tentatively determined to include the entire amount in its 2017 taxable income. However, the final decision will be made upon the filing of its 2017 tax return in the fourth quarter of 2018. The Company believes the mandatory repatriation will result in no financial statement impact provided the Company satisfies its REIT distribution requirement.
As a result of the Company’s conversion to a REIT effective January 1, 2015, it is no longer the Company’s intent to indefinitely reinvest undistributed foreign earnings.  However, no deferred tax liability has been recognized to account for this change because the expected recovery of the basis difference will not result in U.S. taxes in the post-REIT conversion periods due to the fact that none of its foreign subsidiaries is owned by a U.S. taxable REIT subsidiary and the withholding tax effect would be immaterial. As it continues to qualify as a REIT, the Company will not incur U.S. tax liability on the future repatriation of the foreign earnings and profits due to the zero tax rate that will apply provided the Company distributes 100% of its taxable income. During the fourth quarter of 2016, the Company repatriated approximately $63.7 million of foreign earnings from Singapore, which increased the taxable income for 2016 and was included in the REIT distribution for the year. There was no foreign withholding tax triggered by the repatriation. The Company continues to assess the foreign withholding tax impact of its current policy and does not believe the distribution of its foreign earnings would trigger any significant foreign withholding taxes, as a majority of the foreign jurisdictions where the Company operates does not impose withholding taxes on dividend distributions to a corporate U.S. parent.

F-58

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The types of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are set out below as of December 31 (in thousands):
 
2017
 
2016
Deferred tax assets:
 
 
 
Reserves and accruals
$
27,673

 
$
11,276

Stock-based compensation expense
1,960

 
1,752

Unrealized losses
10,768

 

Operating loss carryforwards
95,864

 
37,594

Others, net

 
5

Gross deferred tax assets
136,265

 
50,627

Valuation allowance
(84,573
)
 
(29,167
)
Total deferred tax assets, net
51,692

 
21,460

Deferred tax liabilities:
 
 
 
Property, plant and equipment
(65,825
)
 
(57,006
)
Unrealized gains

 
(7,832
)
Intangible assets
(172,123
)
 
(168,655
)
Total deferred tax liabilities
(237,948
)
 
(233,493
)
Net deferred tax liabilities
$
(186,256
)
 
$
(212,033
)
The tax basis of REIT assets, excluding investments in TRSs, is greater than the amounts reported for such assets in the accompanying consolidated balance sheet by approximately $1,390.1 million at December 31, 2017 .
    
The Company's accounting for deferred taxes involves weighing positive and negative evidence concerning the realizability of the Company's deferred tax assets in each tax jurisdiction. After considering such evidence as the nature, frequency and severity of current and cumulative financial reporting losses, and the sources of future taxable income and tax planning strategies, management concluded that valuation allowances were required in certain foreign jurisdictions. A valuation allowance continues to be provided for the deferred tax assets, net of deferred tax liabilities, associated with the Company's operations in Brazil, Canada, and certain jurisdictions located in the Company’s EMEA and Asia-Pacific regions. The operations in these jurisdictions have a history of significant losses as of December 31, 2017 . As such, management does not believe these operations have established a sustained history of profitability and that a valuation allowance is, therefore, necessary.

Changes in the valuation allowance for deferred tax assets for the years ended December 31, 2017 , 2016 and 2015 are as follows (in thousands):
 
2017
 
2016
 
2015
Beginning balance
$
29,167

 
$
29,894

 
$
27,181

Amounts from acquisitions
25,283

 
5,053

 

Amounts recognized into income
716

 
(11,995
)
 
(710
)
Current increase
28,431

 
6,557

 
4,513

Impact of foreign currency exchange
976

 
(342
)
 
(1,090
)
Ending balance
$
84,573

 
$
29,167

 
$
29,894

Federal and state tax laws, including California tax laws, impose substantial restrictions on the utilization of NOL and credit carryforwards in the event of an "ownership change" for tax purposes, as defined in Section 382 of the Internal Revenue Code. In 2003, the Company conducted an analysis to determine whether an ownership change had occurred due to significant stock transactions in each of the reporting years disclosed at that time. The analysis indicated that an ownership change occurred during fiscal year 2002, which resulted in an annual limitation of approximately $0.8 million for NOL carryforwards generated prior to 2003. Therefore, the Company substantially reduced its federal and state NOL carryforwards for the periods prior to 2003 to approximately $16.4 million.

F-59

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The Company’s NOL carryforwards for federal, state and foreign tax purposes which expire, if not utilized, at various intervals from 2018, are outlined below (in thousands):
Expiration Date
 
Federal (1)
 
State (1)
 
Foreign
 
Total
2018
 
$

 
$

 
$
11,730

 
$
11,730

2019 to 2021
 
190,125

 
474

 
16,638

 
207,237

2022 to 2024
 
46,827

 

 
4,294

 
51,121

2025 to 2027
 
13,005

 

 
9,425

 
22,430

2031 to 2033
 

 
767

 

 
767

Thereafter
 
61,375

 
18,909

 
242,382

 
322,666

 
 
$
311,332

 
$
20,150

 
$
284,469

 
$
615,951

__________________________
(1)
The total amount of NOL carryforwards that will not be available to offset the Company’s future taxable income after dividend paid deduction due to Section 382 limitations was $242.0 million , comprising $241.8 million of federal and $0.2 million of state.
The beginning and ending balances of the Company's unrecognized tax benefits are reconciled below for the years ended December 31 (in thousands):
 
2017
 
2016
 
2015
Beginning balance
$
72,187

 
$
30,845

 
$
36,138

Gross increases related to prior year tax positions
6,095

 
570

 

Gross decreases related to prior year tax positions

 

 
(8,645
)
Gross increases related to current year tax positions
19,832

 
41,972

 
4,802

Decreases resulting from expiration of statute of limitation
(15,410
)
 
(826
)
 
(1,450
)
Decreases resulting from settlements
(314
)
 
(374
)
 

Ending balance
$
82,390

 
$
72,187

 
$
30,845

The Company recognizes interest and penalties related to unrecognized tax benefits within income tax benefit (expense) in the consolidated statements of operations. The Company has accrued $2.9 million and $4.4 million for interest and penalties as of December 31, 2017 and 2016 , respectively.
The unrecognized tax benefits of $82.4 million as of December 31, 2017 , if subsequently recognized, will affect the Company's effective tax rate favorably at the time when such a benefit is recognized.
Due to various tax years open for examination, it is reasonably possible that the balance of unrecognized tax benefits could significantly increase or decrease over the next 12 months as the Company may be subject to either examination by tax authorities or a lapse in statute of limitations. The Company is currently unable to estimate the range of possible adjustments to the balance of unrecognized tax benefits.
The Company's income tax returns for the years from 2014 through current remain open to examination by federal and state taxing authorities. In addition, the Company's tax years of 2005 through 2017 remain open and subject to examination by local tax authorities in certain foreign jurisdictions in which the Company has major operations.
14.     Commitments and Contingencies
Purchase Commitments
Primarily as a result of the Company’s various IBX expansion projects, as of December 31, 2017 , the Company was contractually committed for $508.2 million of unaccrued capital expenditures, primarily for IBX equipment not yet delivered and labor not yet provided, in connection with the work necessary to open these IBX data centers and make them available to customers for installation. In addition, the Company had numerous other, non-capital purchase commitments in place as of December 31, 2017 , such as commitments to purchase power in select locations, primarily in select locations through 2018 and thereafter, and

F-60

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



other open purchase orders for goods or services to be delivered or provided during 2018 and thereafter. Such other miscellaneous purchase commitments totaled $643.6 million as of December 31, 2017 .
Contingent Liabilities
The Company estimates exposure on certain liabilities, such as indirect and property taxes, based on the best information available at the time of determination. With respect to real and personal property taxes, the Company records what it can reasonably estimate based on prior payment history, current landlord estimates or estimates based on current or changing fixed asset values in each specific municipality, as applicable. However, there are circumstances beyond the Company’s control whereby the underlying value of the property or basis for which the tax is calculated on the property may change, such as a landlord selling the underlying property of one of the Company’s IBX data center leases or a municipality changing the assessment value in a jurisdiction and, as a result, the Company’s property tax obligations may vary from period to period. Based upon the most current facts and circumstances, the Company makes the necessary property tax accruals for each of its reporting periods. However, revisions in the Company’s estimates of the potential or actual liability could materially impact the financial position, results of operations or cash flows of the Company.
The Company's indirect and property tax filings in various jurisdictions are subject to examination by local tax authorities. The outcome of any examinations cannot be predicted with certainty. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations that would affect the adequacy of its tax accruals for each of the reporting periods. If any issues arising from the tax examinations are resolved in a manner inconsistent with the Company’s expectations, the revision of the estimates of the potential or actual liabilities could materially impact the financial position, results of operations, or cash flows of the Company.
From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims for which the outcome is expected to result in a material adverse effect in the financial position, results of operations or cash flows of the Company.
Employment Agreements
The Company has entered into a severance agreement with each of its executive officers that provides for a severance payment equal to the executive officer’s annual base salary and maximum bonus in the event his or her employment is terminated for any reason other than cause or he or she voluntarily resigns under certain circumstances as described in the agreement. In addition, under the agreement, the executive officer is entitled to the payment of his or her monthly health care premiums under the Consolidated Omnibus Budget Reconciliation Act for up to 12 months. For certain executive officers, these benefits are only triggered after a change-in-control of the Company.
Indemnification and Guarantor Arrangements
As permitted under Delaware law, the Company has agreements whereby the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was serving, at the Company’s request in such capacity. The term of the indemnification period is for the officer's or director's lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits the Company’s exposure and enables the Company to recover a portion of any future amounts paid. As a result of the Company’s insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of December 31, 2017 .
The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners or customers, in connection with any U.S. patent, or any copyright or other intellectual property infringement claim by any third party with respect to the Company’s offerings. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal. The Company has no liabilities recorded for these agreements as of December 31, 2017 .

F-61

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The Company enters into arrangements with its business partners, whereby the business partner agrees to provide services as a subcontractor for the Company’s installations. Accordingly, the Company enters into standard indemnification agreements with its customers, whereby the Company indemnifies them for other acts, such as personal property damage, of its subcontractors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has general and umbrella insurance policies that enable the Company to recover a portion of any amounts paid. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal. The Company has no liabilities recorded for these agreements as of December 31, 2017 .
The Company has service level commitment obligations to certain of its customers. As a result, service interruptions or significant equipment damage in the Company’s IBX data centers, whether or not within the Company’s control, could result in service level commitments to these customers. The Company’s liability insurance may not be adequate to cover those expenses. In addition, any loss of services, equipment damage or inability to meet the Company’s service level commitment obligations could reduce the confidence of the Company’s customers and could consequently impair the Company’s ability to obtain and retain customers, which would adversely affect both the Company’s ability to generate revenues and the Company’s operating results. The Company generally has the ability to determine such service level credits prior to the associated revenue being recognized. The Company has no significant liabilities in connection with service level credits as of December 31, 2017 .
15.     Related Party Transactions
The Company has several significant stockholders and other related parties that are also customers and/or vendors. The Company’s activity of related party transactions was as follows (in thousands):
 
Years ended December 31,
 
2017
 
2016
 
2015
Revenues
$
13,726

 
$
11,822

 
$
10,745

Costs and services
11,211

 
14,574

 
10,808

 
As of December 31,
 
2017
 
2016
Accounts receivable
$
1,321

 
$
1,109

Accounts payable
744

 
1,720

On February 10, 2016, the Company entered into a purchase and sale agreement to acquire land and a building from Prologis, L.P., with which it shares a common board member, for approximately $6.3 million . This transaction is considered a related party transaction but is not reflected in the related party data presented above.
16.     Segment Information
While the Company has a single line of business, which is the design, build-out and operation of IBX data centers, it has determined that it has three reportable segments comprised of its Americas, EMEA and Asia-Pacific geographic regions. The Company’s chief operating decision-maker evaluates performance, makes operating decisions and allocates resources based on the Company’s revenues and adjusted EBITDA performance both on a consolidated basis and these three reportable segments. The Company defines adjusted EBITDA as income or loss from operations plus depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, acquisition costs, and gain on asset sales as presented below for the years ended December 31 (in thousands):

F-62

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



 
2017
 
2016
 
2015
Adjusted EBITDA:
 
 
 
 
 
Americas
$
1,034,694

 
$
787,311

 
$
698,604

EMEA
582,697

 
494,263

 
318,561

Asia-Pacific
434,650

 
375,900

 
254,462

Total adjusted EBITDA
2,052,041

 
1,657,474

 
1,271,627

Depreciation, amortization and accretion expense
(1,028,892
)
 
(843,510
)
 
(528,929
)
Stock-based compensation expense
(175,500
)
 
(156,148
)
 
(133,633
)
Acquisitions costs
(38,635
)
 
(64,195
)
 
(41,723
)
Impairment charges

 
(7,698
)
 

Gain on asset sales

 
32,816

 

Income from operations
$
809,014

 
$
618,739

 
$
567,342

The Company provides the following segment disclosures related to its continuing operations as follows for the years ended December 31 (in thousands):
 
2017
 
2016
 
2015
Total revenues:
 
 
 
 
 
Americas (1)
$
2,172,760

 
$
1,679,549

 
$
1,512,535

EMEA
1,346,256

 
1,171,339

 
698,807

Asia-Pacific
849,412

 
761,101

 
514,525

 
$
4,368,428

 
$
3,611,989

 
$
2,725,867

 
 
 
 
 
 
Total depreciation and amortization:
 
 
 
 
 
Americas
$
515,726

 
$
319,202

 
$
278,216

EMEA
316,250

 
313,291

 
117,655

Asia-Pacific
210,504

 
204,714

 
129,709

 
$
1,042,480

 
$
837,207

 
$
525,580

 
 
 
 
 
 
Capital expenditures:
 
 
 
 
 
Americas
$
621,158

 
$
503,855

 
$
401,685

EMEA
555,346

 
400,642

 
202,322

Asia-Pacific
202,221

 
208,868

 
264,113

 
$
1,378,725

 
$
1,113,365

 
$
868,120

__________________________
(1)
Includes revenues of $2.0 billion , $ 1.5 billion and $1.4 billion , respectively, attributed to the U.S. for the years ended December 31, 2017 , 2016 and 2015 .
The Company’s long-lived assets are located in the following geographic areas as of December 31 (in thousands):
 
2017
 
2016
Americas (1)
$
4,425,077

 
$
3,339,518

EMEA
3,265,088

 
2,355,943

Asia-Pacific
1,704,437

 
1,503,749

 
$
9,394,602

 
$
7,199,210

_________________________
(1)
Includes $4.0 billion and $3.0 billion , respectively, of long-lived assets attributed to the U.S. as of December 31, 2017 and 2016 .

F-63

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The following table presents revenue information on a service basis for the year ended December 31, 2017 , 2016 and 2015 (in thousands):
 
2017
 
2016
 
2015
Colocation
$
3,178,145

 
$
2,647,094

 
$
2,019,875

Interconnection
681,173

 
543,045

 
441,749

Managed infrastructure
245,169

 
210,292

 
96,836

Rental
15,633

 
16,943

 
10,681

Recurring revenues
4,120,120

 
3,417,374

 
2,569,141

Non-recurring revenues
248,308

 
194,615

 
156,726

 
$
4,368,428

 
$
3,611,989

 
$
2,725,867

17.     Subsequent Events
On February 14, 2018 , the Company's Board of Directors declared a quarterly cash dividend of $2.28 per share, which is payable on March 21, 2018 to the Company’s common stockholders of record as of the close of business on February 26, 2018.
On February 11, 2018, the Company entered into an agreement to acquire the Infomart Dallas, including its operations and tenants, from ASB Real Estate Investments. At the closing, the Company will deliver $31.0 million in cash, subject to customary adjustments, and will issue $750.0 million aggregate principal amount of 5.000% senior unsecured notes. The transaction is expected to close in mid-2018, subject to satisfaction of closing conditions. The Company will account for this transaction as a business combination using the acquisition method of accounting.
18.     Quarterly Financial Information (Unaudited)
The Company believes that period-to-period comparisons of its financial results should not be relied upon as an indication of future performance. The Company’s revenues and results of operations have been subject to significant fluctuations, particularly on a quarterly basis, and the Company’s revenues and results of operations could fluctuate significantly quarter-to-quarter and year-to-year. Significant quarterly fluctuations in revenues will cause fluctuations in the Company’s cash flows and the cash and cash equivalents and accounts receivable accounts on the Company’s consolidated balance sheet. Causes of such fluctuations may include the volume and timing of new orders and renewals, the timing of the opening of new IBX data centers, the sales cycle for the Company’s offerings, the introduction of new offerings, changes in prices and pricing models, trends in the internet infrastructure industry, general economic conditions, extraordinary events such as acquisitions or litigation and the occurrence of unexpected events.
The unaudited quarterly financial information presented below has been prepared by the Company and reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to present fairly the financial position and results of operations for the interim periods presented.

F-64

Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The following tables present selected quarterly information (in thousands, except per share data):
 
2017
 
Quarters Ended
 
March 31
 
June 30
 
September 30
 
December 31
Revenues
$
949,525

 
$
1,066,421

 
$
1,152,261

 
$
1,200,221

Gross profit
480,564

 
544,218

 
569,901

 
580,596

Net income
42,062

 
45,805

 
79,900

 
65,215

EPS
 
 
 
 
 
 
 
Basic EPS
0.58

 
0.59

 
1.02

 
0.83

Diluted EPS
0.57

 
0.58

 
1.02

 
0.82

 
2016
 
Quarters Ended
 
March 31
 
June 30
 
September 30
 
December 31
Revenues
$
844,156

 
$
900,510

 
$
924,676

 
$
942,647

Gross profit
416,476

 
443,543

 
454,374

 
476,726

Net income (loss)
(31,111
)
 
44,711

 
51,450

 
61,750

EPS
 
 
 
 
 
 
 
Basic EPS
(0.46
)
 
0.64

 
0.73

 
0.86

Diluted EPS
(0.46
)
 
0.64

 
0.72

 
0.86


F-65

Table of Contents

EQUINIX INC.
SCHEDULE III- SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2017
(Dollars in Thousands)
 
Initial Costs to Company (1)
 
           Costs Capitalized Subsequent to Acquisition or Lease
 
Total Costs
 
 
 
Encumbrances
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Accumulated Depreciation  (3)
 
Date of Construction
 
Date of Acquisition or Lease (4)
Americas:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AT1 ATLANTA (METRO)
 
 
 
 
123,655
 
 
123,655
 
(42,278)
 
N/A
 
2010
AT2 ATLANTA (METRO)
 
 
 
 
42,574
 
 
42,574
 
(20,048)
 
N/A
 
2010
AT3 ATLANTA (METRO)
 
 
 
 
4,095
 
 
4,095
 
(1,678)
 
N/A
 
2010
AT4 ATLANTA (METRO)
 
5,400
 
20,209
 
 
1,823
 
5,400
 
22,032
 
(2,955)
 
2017
 
2017
AT5 ATLANTA (METRO)
 
 
5,011
 
 
1,552
 
 
6,563
 
(1,029)
 
2017
 
2017
BG1 BOGOTÁ (METRO), COLOMBIA
 
 
8,779
 
 
409
 
 
9,188
 
(769)
 
2017
 
2017
BO1 BOSTON (METRO)
 
 
 
 
11,185
 
 
11,185
 
(6,713)
 
N/A
 
2010
BO2 BOSTON (METRO)
 
2,500
 
30,383
 
 
214
 
2,500
 
30,597
 
(2,917)
 
2017
 
2017
CH1 CHICAGO (METRO)
 
 
 
 
161,324
 
 
161,324
 
(103,562)
 
2001
 
1999
CH2 CHICAGO (METRO)
 
 
 
 
108,257
 
 
108,257
 
(53,744)
 
2005
 
2005
CH3 CHICAGO (METRO)
 
9,759
 
 
351
 
279,869
 
10,110
 
279,869
 
(99,791)
 
2007
 
2006
CH4 CHICAGO (METRO)
 
 
 
 
21,976
 
 
21,976
 
(9,792)
 
2010
 
2009
CH7 CHICAGO (METRO)
 
670
 
10,564
 
 
88
 
670
 
10,652
 
(1,046)
 
2017
 
2017
CU1 CULPEPER (METRO)
 
1,019
 
37,581
 
 
311
 
1,019
 
37,892
 
(2,788)
 
2017
 
2017
CU2 CULPEPER (METRO)
 
1,244
 
48,000
 
 
367
 
1,244
 
48,367
 
(3,254)
 
2017
 
2017
CU3 CULPEPER (METRO)
 
1,088
 
37,387
 
 
54
 
1,088
 
37,441
 
(2,437)
 
2017
 
2017
CU4 CULPEPER (METRO)
 
1,372
 
27,832
 
 
1,963
 
1,372
 
29,795
 
(1,285)
 
2017
 
2017
DA1 DALLAS (METRO)
 
 
 
 
74,900
 
 
74,900
 
(48,583)
 
2000
 
2000
DA2 DALLAS (METRO)
 
 
 
 
78,659
 
 
78,659
 
(21,955)
 
2011
 
2010
DA3 DALLAS (METRO)
 
 
 
 
92,408
 
 
92,408
 
(30,450)
 
N/A
 
2010
DA4 DALLAS (METRO)
 
 
 
 
18,010
 
 
18,010
 
(8,616)
 
N/A
 
2010
DA6 DALLAS (METRO)
 
 
20,522
 
 
110,282
 
 
130,804
 
(16,735)
 
2013
 
2012
DA7 DALLAS (METRO)
 
 
 
 
26,888
 
 
26,888
 
(4,964)
 
2015
 
2015
DA9 DALLAS (METRO)
 
610
 
15,398
 
 
89
 
610
 
15,487
 
(1,191)
 
2017
 
2017
DA10 DALLAS (METRO)
 
 
117
 
 
4,535
 
 
4,652
 
(349)
 
2017
 
2017
DC1 WASHINGTON, DC (METRO)
 
 
 
 
2,435
 
 
2,435
 
(574)
 
2007
 
1999
DC2 WASHINGTON, DC (METRO)
 
 
 
5,047
 
158,709
 
5,047
 
158,709
 
(128,668)
 
1999
 
1999

F-66

Table of Contents

 
Initial Costs to Company (1)
 
           Costs Capitalized Subsequent to Acquisition or Lease
 
Total Costs
 
 
 
Encumbrances
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Accumulated Depreciation  (3)
 
Date of Construction
 
Date of Acquisition or Lease (4)
DC3 WASHINGTON, DC (METRO)
 
 
37,451
 
 
53,210
 
 
90,661
 
(49,386)
 
2004
 
2004
DC4 WASHINGTON, DC (METRO)
 
1,906
 
7,272
 
 
72,961
 
1,906
 
80,233
 
(49,250)
 
2007
 
2005
DC5 WASHINGTON, DC (METRO)
 
1,429
 
4,983
 
 
89,024
 
1,429
 
94,007
 
(57,411)
 
2008
 
2005
DC6 WASHINGTON, DC (METRO)
 
1,429
 
5,082
 
 
87,709
 
1,429
 
92,791
 
(39,873)
 
2010
 
2005
DC7 WASHINGTON, DC (METRO)
 
 
 
 
20,851
 
 
20,851
 
(11,503)
 
N/A
 
2010
DC8 WASHINGTON, DC (METRO)
 
 
 
 
5,185
 
 
5,185
 
(4,739)
 
N/A
 
2010
DC10 WASHINGTON, DC (METRO)
 
 
44,601
 
 
71,706
 
 
116,307
 
(41,225)
 
2012
 
2011
DC11 WASHINGTON, DC (METRO)
 
1,429
 
5,082
 
 
175,361
 
1,429
 
180,443
 
(30,071)
 
2013
 
2005
DC12 WASHINGTON, DC (METRO)
 
 
101,783
 
 
19,101
 
 
120,884
 
(1,869)
 
2017
 
2017
DC13 WASHINGTON, DC (METRO)
 
5,500
 
25,423
 
 
364
 
5,500
 
25,787
 
(3,015)
 
2017
 
2017
DC14 WASHINGTON, DC (METRO)
 
2,560
 
33,511
 
 
206
 
2,560
 
33,717
 
(2,330)
 
2017
 
2017
DC97 WASHINGTON, DC (METRO)
 
 
2,021
 
 
141
 
 
2,162
 
(259)
 
2017
 
2017
DE1 DENVER (METRO)
 
 
 
 
10,260
 
 
10,260
 
(7,172)
 
N/A
 
2010
DE2 DENVER (METRO)
 
5,240
 
23,053
 
 
14,764
 
5,240
 
37,817
 
(3,814)
 
2017
 
2017
HO1 HOUSTON (METRO)
 
1,440
 
23,780
 
 
3,996
 
1,440
 
27,776
 
(2,679)
 
2017
 
2017
LA1 LOS ANGELES (METRO)
 
 
 
 
112,209
 
 
112,209
 
(64,914)
 
2000
 
1999
LA2 LOS ANGELES (METRO)
 
 
 
 
11,066
 
 
11,066
 
(8,887)
 
2001
 
2000
LA3 LOS ANGELES (METRO)
 
 
34,727
 
3,959
 
24,296
 
3,959
 
59,023
 
(45,521)
 
2005
 
2005
LA4 LOS ANGELES (METRO)
 
19,333
 
137,630
 
 
29,032
 
19,333
 
166,662
 
(68,944)
 
2009
 
2009
LA7 LOS ANGELES (METRO)
 
7,800
 
33,621
 
 
124
 
7,800
 
33,745
 
(2,544)
 
2017
 
2017
MI1 MIAMI (METRO)
 
18,920
 
127,194
 
 
31,502
 
18,920
 
158,696
 
(11,253)
 
2017
 
2017
MI2 MIAMI (METRO)
 
 
 
 
25,776
 
 
25,776
 
(11,815)
 
N/A
 
2010
MI3 MIAMI (METRO)
 
 
 
 
31,148
 
 
31,148
 
(10,329)
 
2012
 
2012
MI6 MIAMI (METRO)
 
4,750
 
23,017
 
 
1,538
 
4,750
 
24,555
 
(2,231)
 
2017
 
2017
NY1 NEW YORK (METRO)
 
 
 
 
80,528
 
 
80,528
 
(45,712)
 
1999
 
1999
NY2 NEW YORK (METRO)
 
 
 
17,859
 
199,508
 
17,859
 
199,508
 
(125,823)
 
2002
 
2000
NY4 NEW YORK (METRO)
 
 
 
 
338,384
 
 
338,384
 
(167,338)
 
2007
 
2006
NY5 NEW YORK (METRO)
 
 
 
 
254,899
 
 
254,899
 
(50,791)
 
2012
 
2010
NY6 NEW YORK (METRO)
 
 
 
 
73,350
 
 
73,350
 
(8,658)
 
2015
 
2010
NY7 NEW YORK (METRO)
 
 
24,660
 
 
146,688
 
 
171,348
 
(101,925)
 
N/A
 
2010
NY8 NEW YORK (METRO)
 
 
 
 
12,188
 
 
12,188
 
(7,195)
 
N/A
 
2010

F-67

Table of Contents

 
Initial Costs to Company (1)
 
           Costs Capitalized Subsequent to Acquisition or Lease
 
Total Costs
 
 
 
Encumbrances
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Accumulated Depreciation  (3)
 
Date of Construction
 
Date of Acquisition or Lease (4)
NY9 NEW YORK (METRO)
 
 
 
 
54,514
 
 
54,514
 
(31,583)
 
N/A
 
2010
NY11 NEW YORK (METRO)
 
2,050
 
58,717
 
 
3,086
 
2,050
 
61,803
 
(4,707)
 
2017
 
2017
NY12 NEW YORK (METRO)
 
3,460
 
10,380
 
 
1,571
 
3,460
 
11,951
 
(942)
 
2017
 
2017
NY13 NEW YORK (METRO)
 
 
31,603
 
 
1,527
 
 
33,130
 
(2,829)
 
2017
 
2017
PH1 PHILADELPHIA (METRO)
 
 
 
 
43,862
 
 
43,862
 
(12,765)
 
N/A
 
2010
RJ1 RIO DE JANEIRO (METRO), BRAZIL
 
 
 
 
23,297
 
 
23,297
 
(16,898)
 
2011
 
2011
RJ2 RIO DE JANEIRO (METRO), BRAZIL
 
 
2,012
 
1,986
 
53,635
 
1,986
 
55,647
 
(13,460)
 
2013
 
2012
SE2 SEATTLE (METRO)
 
 
 
 
30,282
 
 
30,282
 
(23,003)
 
N/A
 
2010
SE3 SEATTLE (METRO)
 
 
1,760
 
 
95,706
 
 
97,466
 
(28,649)
 
2013
 
2011
SE4 SEATTLE (METRO)
 
4,000
 
12,903
 
 
(112)
 
4,000
 
12,791
 
(1,669)
 
2017
 
2017
SP1 SÃO PAULO (METRO), BRAZIL
 
 
10,188
 
 
24,862
 
 
35,050
 
(21,485)
 
2011
 
2011
SP2 SÃO PAULO (METRO), BRAZIL
 
 
 
 
85,948
 
 
85,948
 
(46,937)
 
2011
 
2011
SP3 SÃO PAULO (METRO), BRAZIL
 
12,148
 
72,997
 
 
8,208
 
12,148
 
81,205
 
(5,011)
 
2017
 
2017
SP4 SÃO PAULO (METRO), BRAZIL
 
 
24,633
 
 
1,572
 
 
26,205
 
(2,810)
 
2017
 
2017
SV1 SILICON VALLEY (METRO)
 
 
 
15,545
 
162,162
 
15,545
 
162,162
 
(108,646)
 
1999
 
1999
SV2 SILICON VALLEY (METRO)
 
 
 
 
150,653
 
 
150,653
 
(76,489)
 
2003
 
2003
SV3 SILICON VALLEY (METRO)
 
 
 
 
45,592
 
 
45,592
 
(40,301)
 
2004
 
1999
SV4 SILICON VALLEY (METRO)
 
 
 
 
27,184
 
 
27,184
 
(20,935)
 
2005
 
2005
SV5 SILICON VALLEY (METRO)
 
6,238
 
98,991
 
 
90,853
 
6,238
 
189,844
 
(53,708)
 
2010
 
2010
SV6 SILICON VALLEY (METRO)
 
 
15,585
 
 
22,785
 
 
38,370
 
(25,454)
 
N/A
 
2010
SV8 SILICON VALLEY (METRO)
 
 
 
 
50,520
 
 
50,520
 
(26,134)
 
N/A
 
2010
SV10 SILICON VALLEY (METRO)
 
12,646
 
123,594
 
 
6,939
 
12,646
 
130,533
 
(2,816)
 
2017
 
2017
SV12 SILICON VALLEY (METRO)
 
20,313
 
 
 
2,340
 
20,313
 
2,340
 
 
2015
 
2015
SV13 SILICON VALLEY (METRO)
 
 
3,828
 
 
52
 
 
3,880
 
(635)
 
2017
 
2017
SV14 SILICON VALLEY (METRO)
 
3,638
 
5,503
 
 
181
 
3,638
 
5,684
 
(361)
 
2017
 
2017
SV15 SILICON VALLEY (METRO)
 
7,651
 
23,060
 
 
72
 
7,651
 
23,132
 
(1,605)
 
2017
 
2017
SV16 SILICON VALLEY (METRO)
 
4,271
 
15,018
 
 
274
 
4,271
 
15,292
 
(1,201)
 
2017
 
2017
SV17 SILICON VALLEY (METRO)
 
 
17,493
 
 
526
 
 
18,019
 
(2,906)
 
2017
 
2017
TR1 TORONTO (METRO), CANADA
 
 
 
 
96,425
 
 
96,425
 
(25,161)
 
N/A
 
2010
TR2 TORONTO (METRO), CANADA
 
 
21,113
 
 
101,996
 
 
123,109
 
(12,821)
 
2015
 
2015
OTHERS (5)
 
70,803
 
19,365
 
 
8,408
 
70,803
 
27,773
 
(4,085)
 
Various
 
Various

F-68

Table of Contents

 
Initial Costs to Company (1)
 
           Costs Capitalized Subsequent to Acquisition or Lease
 
Total Costs
 
 
 
Encumbrances
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Accumulated Depreciation  (3)
 
Date of Construction
 
Date of Acquisition or Lease (4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EMEA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AD1 ABU DHABI (METRO), UNITED ARAB EMIRATES
 
 
 
 
387
 
 
387
 
(45)
 
N/A
 
2017
AM1 AMSTERDAM (METRO), THE NETHERLANDS
 
 
 
 
88,460
 
 
88,460
 
(33,378)
 
2008
 
2008
AM2 AMSTERDAM (METRO), THE NETHERLANDS
 
 
 
 
75,488
 
 
75,488
 
(24,556)
 
2010
 
2008
AM3 AMSTERDAM (METRO), THE NETHERLANDS
 
 
27,099
 
 
124,113
 
 
151,212
 
(36,011)
 
2012
 
2011
AM4 AMSTERDAM (METRO), THE NETHERLANDS
 
 
 
 
119,113
 
 
119,113
 
(1,087)
 
2016
 
2016
AM5 AMSTERDAM (METRO), THE NETHERLANDS
 
 
92,199
 
 
17,650
 
 
109,849
 
(13,629)
 
N/A
 
2016
AM6 AMSTERDAM (METRO), THE NETHERLANDS
 
6,616
 
50,876
 
933
 
59,412
 
7,549
 
110,288
 
(6,985)
 
N/A
 
2016
AM7 AMSTERDAM (METRO), THE NETHERLANDS
 
 
7,397
 
 
8,528
 
 
15,925
 
(1,699)
 
N/A
 
2016
AM8 AMSTERDAM (METRO), THE NETHERLANDS
 
 
 
 
10,657
 
 
10,657
 
(2,670)
 
N/A
 
2016
BA1 BARCELONA (METRO), SPAIN
 
 
9,443
 
 
290
 
 
9,733
 
(256)
 
N/A
 
2017
DB1 DUBLIN (METRO), IRELAND
 
 
 
 
3,080
 
 
3,080
 
(731)
 
N/A
 
2016
DB2 DUBLIN (METRO), IRELAND
 
 
12,460
 
 
3,032
 
 
15,492
 
(3,543)
 
N/A
 
2016
DB3 DUBLIN (METRO), IRELAND
 
3,334
 
54,387
 
470
 
18,163
 
3,804
 
72,550
 
(7,754)
 
N/A
 
2016
DB4 DUBLIN (METRO), IRELAND
 
 
26,875
 
 
17,297
 
 
44,172
 
(3,307)
 
N/A
 
2016
DU1 DÜSSELDORF (METRO), GERMANY
 
 
 
8,644
 
33,567
 
8,644
 
33,567
 
(21,137)
 
2001
 
2000
DX1 DUBAI (METRO), UNITED ARAB EMIRATES
 
 
 
 
84,493
 
 
84,493
 
(8,695)
 
2012
 
2008
DX2 DUBAI (METRO), UNITED ARAB EMIRATES
 
 
 
 
2,594
 
 
2,594
 
(11)
 
N/A
 
2017
EN1 ENSCHEDE (METRO), THE NETHERLANDS
 
 
 
 
29,382
 
 
29,382
 
(17,764)
 
2008
 
2008
FR1 FRANKFURT (METRO), GERMANY
 
 
 
 
7,615
 
 
7,615
 
(7,371)
 
N/A
 
2007
FR2 FRANKFURT (METRO), GERMANY
 
 
 
13,132
 
335,573
 
13,132
 
335,573
 
(99,648)
 
N/A
 
2007
FR3 FRANKFURT (METRO), GERMANY
 
 
 
 
1,172
 
 
1,172
 
(1,157)
 
N/A
 
2007
FR4 FRANKFURT (METRO), GERMANY
 
11,578
 
9,307
 
1,633
 
74,071
 
13,211
 
83,378
 
(21,689)
 
2009
 
2009

F-69

Table of Contents

 
Initial Costs to Company (1)
 
           Costs Capitalized Subsequent to Acquisition or Lease
 
Total Costs
 
 
 
Encumbrances
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Accumulated Depreciation  (3)
 
Date of Construction
 
Date of Acquisition or Lease (4)
FR5 FRANKFURT (METRO), GERMANY
30,310
 
 
 
4,240
 
148,382
 
4,240
 
148,382
 
(30,480)
 
2012
 
2012
FR6 FRANKFURT (METRO), GERMANY
 
 
 
 
106,231
 
 
106,231
 
(2,336)
 
2016
 
2016
FR7 FRANKFURT (METRO), GERMANY
 
 
43,634
 
 
12,865
 
 
56,499
 
(8,816)
 
N/A
 
2016
GV1 GENEVA (METRO), SWITZERLAND
 
 
 
 
7,493
 
 
7,493
 
(4,625)
 
2004
 
2004
GV2 GENEVA (METRO), SWITZERLAND
 
 
 
 
23,250
 
 
23,250
 
(17,044)
 
2010
 
2009
HE1 HELSINKI (METRO), FINLAND
 
 
 
 
3,626
 
 
3,626
 
(1,362)
 
N/A
 
2016
HE2 HELSINKI (METRO), FINLAND
 
 
 
 
1,638
 
 
1,638
 
(1,023)
 
N/A
 
2016
HE3 HELSINKI (METRO), FINLAND
 
 
 
 
11,758
 
 
11,758
 
(4,971)
 
N/A
 
2016
HE4 HELSINKI (METRO), FINLAND
 
 
29,092
 
 
8,007
 
 
37,099
 
(6,697)
 
N/A
 
2016
HE5 HELSINKI (METRO), FINLAND
 
 
7,564
 
 
1,233
 
 
8,797
 
(2,358)
 
N/A
 
2016
HE6 HELSINKI (METRO), FINLAND
 
 
17,204
 
1,791
 
25,836
 
1,791
 
43,040
 
(2,717)
 
N/A
 
2016
IS1 ISTANBUL (METRO), TURKEY
 
 
 
 
8,166
 
 
8,166
 
(4,042)
 
N/A
 
2016
IS2 ISTANBUL (METRO), TURKEY
 
14,460
 
39,289
 
 
1,332
 
14,460
 
40,621
 
(298)
 
N/A
 
2017
LD3 LONDON (METRO), UNITED KINGDOM
 
 
 
 
16,526
 
 
16,526
 
(11,886)
 
2005
 
2000
LD4 LONDON (METRO), UNITED KINGDOM
 
 
23,044
 
 
69,365
 
 
92,409
 
(39,185)
 
2007
 
2007
LD5 LONDON (METRO), UNITED KINGDOM
 
 
16,412
 
 
183,250
 
 
199,662
 
(68,682)
 
2010
 
2010
LD6 LONDON (METRO), UNITED KINGDOM
 
 
 
 
121,069
 
 
121,069
 
(12,525)
 
2015
 
2013
LD8 LONDON (METRO), UNITED KINGDOM
 
 
107,544
 
 
18,577
 
 
126,121
 
(15,891)
 
N/A
 
2016
LD9 LONDON (METRO), UNITED KINGDOM
 
 
181,431
 
 
32,756
 
 
214,187
 
(26,163)
 
N/A
 
2016
LD10 LONDON (METRO), UNITED KINGDOM
 
 
40,251
 
 
63,905
 
 
104,156
 
(2,203)
 
N/A
 
2017
LS1 LISBON (METRO), PORTUGAL
 
 
7,374
 
2,789
 
820
 
2,789
 
8,194
 
(193)
 
2017
 
2017
MA1 MANCHESTER (METRO), UNITED KINGDOM
 
 
 
 
6,453
 
 
6,453
 
(1,765)
 
N/A
 
2016
MA2 MANCHESTER (METRO), UNITED KINGDOM
 
 
 
 
10,439
 
 
10,439
 
(2,586)
 
N/A
 
2016
MA3 MANCHESTER (METRO), UNITED KINGDOM
 
 
44,931
 
 
6,813
 
 
51,744
 
(9,862)
 
N/A
 
2016
MA4 MANCHESTER (METRO), UNITED KINGDOM
 
 
6,697
 
 
1,957
 
 
8,654
 
(3,245)
 
N/A
 
2016

F-70

Table of Contents

 
Initial Costs to Company (1)
 
           Costs Capitalized Subsequent to Acquisition or Lease
 
Total Costs
 
 
 
Encumbrances
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Accumulated Depreciation  (3)
 
Date of Construction
 
Date of Acquisition or Lease (4)
MD1 MADRID (METRO), SPAIN
 
 
8,120
 
 
250
 
 
8,370
 
(165)
 
N/A
 
2017
MD2 MADRID (METRO), SPAIN
 
 
40,952
 
 
2,733
 
 
43,685
 
(1,083)
 
N/A
 
2017
ML1 MILAN (METRO), ITALY
 
 
 
 
134
 
 
134
 
(1)
 
2011
 
2011
ML2 MILAN (METRO), ITALY
 
 
 
 
7,967
 
 
7,967
 
(5,026)
 
N/A
 
2016
ML3 MILAN (METRO), ITALY
 
 
 
3,344
 
33,566
 
3,344
 
33,566
 
(8,620)
 
N/A
 
2016
ML4 MLAN (METRO), ITALY
 
 
 
 
8,424
 
 
8,424
 
(2,667)
 
N/A
 
2016
MU1 MUNICH (METRO), GERMANY
 
 
 
 
19,124
 
 
19,124
 
(14,244)
 
N/A
 
2007
MU3 MUNICH (METRO), GERMANY
 
 
 
 
2,431
 
 
2,431
 
(1,088)
 
2010
 
2010
PA1 PARIS (METRO), FRANCE
 
 
 
 
25,484
 
 
25,484
 
(19,996)
 
N/A
 
2007
PA2 & PA3 PARIS (METRO), FRANCE
 
 
29,615
 
27,071
 
292,453
 
27,071
 
322,068
 
(101,473)
 
2010
 
2007
PA4 PARIS (METRO), FRANCE
 
1,701
 
9,503
 
239
 
228,289
 
1,940
 
237,792
 
(40,718)
 
2012
 
2011
PA5 PARIS (METRO), FRANCE
 
 
16,554
 
 
3,072
 
 
19,626
 
(3,263)
 
N/A
 
2016
PA6 PARIS (METRO), FRANCE
 
 
 
 
66,000
 
 
66,000
 
(13,605)
 
N/A
 
2016
PA7 PARIS (METRO), FRANCE
 
 
 
 
16,137
 
 
16,137
 
(3,976)
 
N/A
 
2016
SA1 SEVILLE (METRO), SPAIN
 
 
1,594
 
 
49
 
 
1,643
 
(75)
 
N/A
 
2017
SK1 STOCKHOLM, (METRO), SWEDEN
 
 
15,495
 
 
6,758
 
 
22,253
 
(4,131)
 
N/A
 
2016
SK2 STOCKHOLM, (METRO), SWEDEN
 
 
80,148
 
 
14,171
 
 
94,319
 
(10,539)
 
N/A
 
2016
SK3 STOCKHOLM, (METRO), SWEDEN
 
 
 
 
15,255
 
 
15,255
 
(2,005)
 
N/A
 
2016
SO1 SOFIA (METRO), BULGARIA
 
 
5,236
 
2,984
 
1,654
 
2,984
 
6,890
 
(860)
 
N/A
 
2016
WA1 WARSAW (METRO), POLAND
 
 
5,950
 
 
5,356
 
 
11,306
 
(2,402)
 
N/A
 
2016
WA2 WARSAW (METRO), POLAND
 
 
4,709
 
3,038
 
8,278
 
3,038
 
12,987
 
(1,649)
 
N/A
 
2016
ZH1 ZURICH (METRO), SWITZERLAND
 
 
 
 
4,919
 
 
4,919
 
(4,376)
 
N/A
 
2007
ZH2 ZURICH (METRO), SWITZERLAND
 
 
 
 
5,025
 
 
5,025
 
(3,502)
 
2003
 
2002
ZH4 ZURICH (METRO), SWITZERLAND
 
 
11,284
 
 
29,805
 
 
41,089
 
(21,868)
 
2010
 
2009
ZH5 ZURICH (METRO), SWITZERLAND
 
 
 
7,987
 
59,474
 
7,987
 
59,474
 
(15,119)
 
2013
 
2009
ZW1 ZWOLLE (METRO), THE NETHERLANDS
 
 
 
 
9,453
 
 
9,453
 
(5,416)
 
2008
 
2008
OTHERS (5)
 
3,184
 
1,293
 
395
 
22,490
 
3,579
 
23,783
 
(914)
 
Various
 
Various
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

F-71

Table of Contents

 
Initial Costs to Company (1)
 
           Costs Capitalized Subsequent to Acquisition or Lease
 
Total Costs
 
 
 
Encumbrances
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Accumulated Depreciation  (3)
 
Date of Construction
 
Date of Acquisition or Lease (4)
Asia-Pacific:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HK1 HONG KONG (METRO), CHINA
 
 
 
 
148,027
 
 
148,027
 
(76,233)
 
N/A
 
2003
HK2 HONG KONG (METRO), CHINA
 
 
 
 
241,480
 
 
241,480
 
(74,971)
 
2011
 
2010
HK3 HONG KONG (METRO), CHINA
 
 
 
 
133,673
 
 
133,673
 
(52,731)
 
N/A
 
2012
HK4 HONG KONG (METRO), CHINA
 
 
 
 
6,913
 
 
6,913
 
(4,882)
 
N/A
 
2012
HK5 HONG KONG (METRO), CHINA
 
 
70,002
 
 
31,781
 
 
101,783
 
(548)
 
2017
 
2017
ME1 MELBOURNE (METRO), AUSTRALIA
 
15,341
 
 
1,269
 
73,238
 
16,610
 
73,238
 
(10,711)
 
2013
 
2013
OS1 OSAKA (METRO), JAPAN
 
 
14,876
 
 
53,015
 
 
67,891
 
(12,946)
 
2013
 
2013
SG1 SINGAPORE (METRO)
 
 
 
 
178,617
 
 
178,617
 
(116,756)
 
N/A
 
2003
SG2 SINGAPORE (METRO)
 
 
 
 
322,842
 
 
322,842
 
(135,587)
 
2008
 
2008
SG3 SINGAPORE (METRO)
 
 
34,844
 
 
110,842
 
 
145,686
 
(20,324)
 
2013
 
2013
SH2 SHANGHAI (METRO), CHINA
 
 
 
 
3,921
 
 
3,921
 
(1,369)
 
2012
 
2012
SH3 SHANGHAI (METRO), CHINA
 
 
7,066
 
 
9,650
 
 
16,716
 
(4,595)
 
2012
 
2012
SH4 SHANGHAI (METRO), CHINA
 
 
 
 
1,707
 
 
1,707
 
(1,875)
 
2012
 
2012
SH5 SHANGHAI (METRO), CHINA
 
 
11,284
 
 
21,513
 
 
32,797
 
(8,463)
 
2012
 
2012
SH6 SHANGHAI (METRO), CHINA
 
 
16,545
 
 
1,893
 
 
18,438
 
 
N/A
 
2017
SY1 SYDNEY (METRO), AUSTRALIA
 
 
 
 
26,684
 
 
26,684
 
(14,867)
 
N/A
 
2003
SY2 SYDNEY (METRO), AUSTRALIA
 
 
3,080
 
 
35,042
 
 
38,122
 
(21,647)
 
2008
 
2008
SY3 SYDNEY (METRO), AUSTRALIA
 
 
8,712
 
 
148,640
 
 
157,352
 
(56,626)
 
2010
 
2010
SY4 SYDNEY (METRO), AUSTRALIA
 
 
 
 
145,683
 
 
145,683
 
(9,490)
 
2015
 
2014
TY1 TOKYO (METRO), JAPAN
 
 
 
 
19,426
 
 
19,426
 
(10,395)
 
2000
 
2000
TY2 TOKYO (METRO), JAPAN
 
 
 
 
85,617
 
 
85,617
 
(60,135)
 
2007
 
2006
TY3 TOKYO (METRO), JAPAN
 
 
 
 
73,526
 
 
73,526
 
(29,924)
 
2010
 
2010
TY4 TOKYO (METRO), JAPAN
 
 
 
 
53,000
 
 
53,000
 
(15,975)
 
2012
 
2012
TY5 TOKYO (METRO), JAPAN
 
 
102
 
 
52,606
 
 
52,708
 
(5,060)
 
2014
 
2014
TY6 TOKYO (METRO), JAPAN
 
 
37,941
 
 
11,646
 
 
49,587
 
(12,113)
 
N/A
 
2015
TY7 TOKYO (METRO), JAPAN
 
 
13,175
 
 
4,669
 
 
17,844
 
(5,597)
 
N/A
 
2015
TY8 TOKYO (METRO), JAPAN
 
 
53,848
 
 
5,505
 
 
59,353
 
(10,006)
 
N/A
 
2015
TY9 TOKYO (METRO), JAPAN
 
 
106,710
 
 
6,877
 
 
113,587
 
(24,123)
 
N/A
 
2015
TY10 TOKYO (METRO), JAPAN
 
 
69,881
 
 
11,665
 
 
81,546
 
(10,751)
 
N/A
 
2015
OTHERS (5)
 
 
 
 
32,794
 
 
32,794
 
(15,986)
 
Various
 
Various

F-72

Table of Contents

 
Initial Costs to Company (1)
 
           Costs Capitalized Subsequent to Acquisition or Lease
 
Total Costs
 
 
 
Encumbrances
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Land
 
Buildings and Improvements (2)
 
Accumulated Depreciation  (3)
 
Date of Construction
 
Date of Acquisition or Lease (4)
TOTAL LOCATIONS
$30,310
 
$298,830
 
$3,058,446
 
$124,706
 
$9,465,753
 
$423,536
 
$12,524,199
 
$(3,980,198)
 
 
 
 
__________________________
(1)
The initial cost was $0 if the lease of the respective IBX was classified as an operating lease.
(2)
Building and improvements include all fixed assets except for land.
(3)
Buildings and improvements are depreciated on a straight line basis over estimated useful live as described under described in Note 1 of Notes to Condensed Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K
(4)
Date of lease or acquisition represents the date the Company leased the facility or acquired the facility through purchase or acquisition.
(5)
Includes various IBXs that are under initial development and costs incurred at certain central locations supporting various IBX functions.

The aggregate gross cost of the Company's properties for federal income tax purpose approximated $17,901.9 million (unaudited) as of December 31, 2017 .
The following table reconciles the historical cost of the Company’s properties for financial reporting purposes for each of the years in the three-year period ended December 31, 2017 (in thousands).
Gross Fixed Assets:
 
2017
 
2016
 
2015
Balance, beginning of period
$
9,855,811

 
$
7,871,890

 
$
7,006,695

Additions (including acquisitions and improvements)
2,508,333

 
2,187,306

 
1,172,855

Disposals
(78,886
)
 
(78,607
)
 
(9,295
)
Foreign currency transaction adjustments and others
662,477

 
(124,778
)
 
(298,365
)
Balance, end of year
$
12,947,735

 
$
9,855,811

 
$
7,871,890

Accumulated Depreciation:
 
2017
 
2016
 
2015
Balance, beginning of period
$
(3,175,972
)
 
$
(2,595,648
)
 
$
(2,242,345
)
Additions (depreciation expense)
(748,942
)
 
(618,970
)
 
(440,002
)
Disposals
65,922

 
9,401

 
7,396

Foreign currency transaction adjustments and others
(121,206
)
 
29,245

 
79,303

Balance, end of year
$
(3,980,198
)
 
$
(3,175,972
)
 
$
(2,595,648
)

F-73
EXHIBIT 10.40
EXECUTION VERSION


Published CUSIP Number: 29446BAW6
CREDIT AGREEMENT
Dated as of December 12, 2017
among
EQUINIX, INC.,
as Borrower,
The Guarantors Party Hereto,
BANK OF AMERICA, N.A.,
as Administrative Agent, Lender and L/C Issuer,
BARCLAYS BANK PLC , GOLDMAN SACHS BANK USA , HSBC SECURITIES (USA) INC. , ING CAPITAL LLC , TD SECURITIES (USA) LLC , and WELLS FARGO BANK, NATIONAL ASSOCIATION ,
as Co-Documentation Agents
The Other Lenders Party Hereto
and
BANK OF AMERICA, N.A. , CITIBANK, N.A. , JPMORGAN CHASE BANK, N.A. , MUFG , and RBC CAPITAL MARKETS ,
as Joint Lead Arrangers and Joint Book Runners,







TABLE OF CONTENTS
     Page

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS    1
1.01.
Defined Terms    1
1.02.
Other Interpretive Provisions    43
1.03.
Accounting Terms    43
1.04.
Rounding    44
1.05.
Exchange Rates; Currency Equivalents    44
1.06.
Additional Alternative Currencies    45
1.07.
Change of Currency    45
1.08.
Times of Day    46
1.09.
Letter of Credit Amounts    46
ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS    46
2.01.
Loans    46
2.02.
Borrowings, Conversions and Continuations of Loans    47
2.03.
Letters of Credit    49
2.04.
Prepayments    59
2.05.
Termination or Reduction of Commitments    62
2.06.
Repayment of Loans    63
2.07.
Interest    63
2.08.
Fees    64
2.09.
Computation of Interest and Fees; Retroactive Adjustments of Applicable
Margin    65
2.10.
Evidence of Debt    65
2.11.
Payments Generally; Administrative Agent’s Clawback    66
2.12.
Sharing of Payments by Lenders    68
2.13.
Increase in Commitments    68
2.14.
Cash Collateral    70
2.15.
Defaulting Lenders    72
2.16.
Extension of Maturity Date in Respect of Revolving Facility and Term
Facility    73
2.17.
Credit Agreement Refinancing Facilities    78
ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY    80

-i-


TABLE OF CONTENTS
(continued)     Page


3.01.
Taxes    80
3.02.
Illegality    85
3.03.
Inability to Determine Rates    86
3.04.
Increased Costs; Reserves on Eurocurrency Rate Loans    87
3.05.
Compensation for Losses    89
3.06.
Mitigation Obligations; Replacement of Lenders    89
3.07.
Survival    90
ARTICLE IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS    90
4.01.
Conditions of Initial Credit Extension    90
4.02.
Conditions to All Credit Extensions    92
ARTICLE V.
REPRESENTATIONS AND WARRANTIES    93
5.01.
Existence, Qualification and Power    93
5.02.
Authorization; No Contravention    93
5.03.
Governmental Authorization; Other Consents    93
5.04.
Binding Effect    93
5.05.
Financial Statements; No Material Adverse Effect    94
5.06.
Litigation    94
5.07.
No Default    94
5.08.
Ownership of Property; Liens    94
5.09.
Environmental Compliance    95
5.10.
Insurance    95
5.11.
Taxes    95
5.12.
ERISA Compliance    95
5.13.
Subsidiaries; Equity Interests    97
5.14.
Margin Regulations; Investment Company Act    98
5.15.
Disclosure    98
5.16.
Compliance with Laws    98
5.17.
Taxpayer Identification Number    98
5.18.
REIT Status    99
5.19.
OFAC and Sanctions    99

-ii-


TABLE OF CONTENTS
(continued)     Page


5.20.
Anti-Corruption Laws    99
5.21.
EEA Financial Institutions    99
ARTICLE VI.
AFFIRMATIVE COVENANTS    99
6.01.
Financial Statements    99
6.02.
Certificates; Other Information    100
6.03.
Notices    101
6.04.
Payment of Obligations    102
6.05.
Preservation of Existence, Etc    102
6.06.
Maintenance of Properties    102
6.07.
Maintenance of Insurance    103
6.08.
Compliance with Laws    103
6.09.
Books and Records    103
6.10.
Inspection Rights    103
6.11.
Use of Proceeds    103
6.12.
ERISA Plans    103
6.13.
Additional Subsidiary Guarantors; Automatic Release of Guarantors    103
6.14.
Designation of Unrestricted Subsidiaries    104
6.15.
Maintenance of REIT Status    105
6.16.
Anti-Corruption Laws and Sanctions Laws    105
ARTICLE VII.
NEGATIVE COVENANTS    105
7.01.
Liens    105
7.02.
Investments    107
7.03.
Indebtedness    108
7.04.
Fundamental Changes    109
7.05.
Maintenance of Assets; Dispositions    110
7.06.
Restricted Payments    111
7.07.
Change in Nature of Business    112
7.08.
Transactions with Affiliates    112
7.09.
Burdensome Agreements    112
7.10.
Use of Proceeds    113

-iii-


TABLE OF CONTENTS
(continued)     Page


7.11.
Financial Covenants    113
7.12.
Prepayments of Certain Indebtedness    114
7.13.
Sanctions    114
7.14.
Anti-Corruption Laws    114
7.15.
Foreign Subsidiary Holdcos    114
ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES    114
8.01.
Events of Default    114
8.02.
Remedies Upon Event of Default    116
8.03.
Application of Funds    117
ARTICLE IX.
ADMINISTRATIVE AGENT    118
9.01.
Appointment and Authority    118
9.02.
Rights as a Lender    119
9.03.
Exculpatory Provisions    119
9.04.
Reliance by Administrative Agent    120
9.05.
Delegation of Duties    120
9.06.
Resignation of Administrative Agent    120
9.07.
Non-Reliance on Administrative Agent and Other Lenders    121
9.08.
No Other Rights or Duties, Etc    122
9.09.
Administrative Agent May File Proofs of Claim; Credit Bidding    122
9.10.
Multiparty Guaranty Matters    123
9.11.
Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements    123
9.12.
Lender ERISA Non-Fiduciary Representations and Covenants    123
ARTICLE X.
MISCELLANEOUS    125
10.01.
Amendments, Etc    125
10.02.
Notices; Effectiveness; Electronic Communication    128
10.03.
No Waiver; Cumulative Remedies; Enforcement    130
10.04.
Expenses; Indemnity; Damage Waiver    131
10.05.
Payments Set Aside    133
10.06.
Successors and Assigns    133

-iv-


TABLE OF CONTENTS
(continued)     Page


10.07.
Treatment of Certain Information; Confidentiality    138
10.08.
Right of Setoff    138
10.09.
Interest Rate Limitation    139
10.10.
Counterparts; Integration; Effectiveness    139
10.11.
Survival of Representations and Warranties    140
10.12.
Severability    140
10.13.
Replacement of Lenders    140
10.14.
Governing Law; Jurisdiction; Etc    141
10.15.
Waiver of Jury Trial    142
10.16.
No Advisory or Fiduciary Responsibility    142
10.17.
Electronic Execution of Assignments and Certain Other Documents    143
10.18.
USA PATRIOT Act    143
10.19.
Multiparty Guaranty    144
10.20.
Designation as Senior Debt    147
10.21.
Judgment Currency    147
10.22.
Subordination    147
10.23.
Waiver of Certain Notices Under the Existing Credit Agreement    148
10.24.
Acknowledgement and Consent to Bail-In of EEA Financial Institutions    148
10.25.
ERISA Non-Fiduciary Provisions    148
10.26.
Hedge Banks’ and Cash Management Banks’ Acknowledgment of Release of Collateral and Automatic Guaranty Release    149



-v-




SCHEDULES
1.01
Existing Letters of Credit
2.01
Commitments and Applicable Percentages
5.13
Subsidiaries; Other Equity Investments
6.14
Unrestricted Subsidiaries
7.01
Existing Liens
7.03
Existing Indebtedness
10.02
Administrative Agent’s Office; Certain Addresses for Notices
EXHIBITS
Form of
A
Loan Notice
B
Revolving Note
C-1
SEK Term Note
C-2
Sterling Term Note
D
Compliance Certificate
E
Joinder Agreement
F-1
Assignment and Assumption
F-2
Administrative Questionnaire
G
Guaranteed Party Designation Notice
H
Letter of Credit Report
I-1-4
Tax Compliance Certificates







CREDIT AGREEMENT
This CREDIT AGREEMENT (“ Agreement ”) is entered into as of December 12, 2017, among EQUINIX, INC. , a Delaware corporation (“ Equinix ” or the “ Borrower ”), EQUINIX LLC , a Delaware limited liability company and direct wholly-owned Subsidiary of Equinix (“ OpCo ”), SWITCH & DATA LLC , a Delaware limited liability company and indirect wholly-owned Subsidiary of Equinix (“ S&D ”), EQUINIX (US) ENTERPRISES, INC. , a Delaware corporation and indirect wholly-owned Subsidiary of Equinix (“ Equinix US ”), and any other Person that executes a Joinder Agreement pursuant to Section 6.13 in order to become a Guarantor hereunder for purposes of Section 10.19 (together with OpCo, S&D and Equinix US, collectively, the “ Guarantors ” and individually, a “ Guarantor ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), BANK OF AMERICA, N.A. , as Administrative Agent, Lender and L/C Issuer, BARCLAYS BANK PLC , GOLDMAN SACHS BANK USA , HSBC SECURITIES (USA) INC. , ING CAPITAL LLC , TD SECURITIES (USA) LLC , and WELLS FARGO BANK, NATIONAL ASSOCIATION , as Co-Documentation Agents, BANK OF AMERICA, N.A. , CITIBANK, N.A. , JPMORGAN CHASE BANK, N.A. , MUFG , and RBC CAPITAL MARKETS , in their capacities as Joint Lead Arrangers and Joint Book Runners, with reference to the following facts:
RECITALS
WHEREAS , the Borrower has requested that the Lenders provide a multi-currency revolving credit and term loan facility, and the Lenders are willing to do so on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, agreements and provisions contained herein, the parties hereto covenant and agree as follows:
ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
1.01.      Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:
2.875% Senior Notes Due 2026 ” means those certain 2.875% senior notes due February 2026, issued by Equinix in December 2017, in an initial aggregate principal amount of €1,000,000,000, in favor of the holders thereof pursuant to the Indenture dated as of December 12, 2017, between the Borrower, as issuer, and U.S. Bank National Association, as trustee, as supplemented by a First Supplemental Indenture dated as of December 12, 2017.
2.875% Senior Notes Due 2025 ” means those certain 2.875% senior notes due October 2025, issued by Equinix in September 2017, in an initial aggregate principal amount of €1,000,000,000, in favor of the holders thereof pursuant to the Base Indenture, as supplemented by a Fifth Supplemental Indenture dated as of September 20, 2017.
4.75% Convertible Subordinated Notes Due 2016 ” means those certain 4.75% convertible subordinated notes due June 2016, issued by Equinix in June 2009, in an initial aggregate principal





amount of $373,750,000, in favor of the holders thereof pursuant to an indenture dated as of June 12, 2009, between Equinix, as issuer, and U.S. Bank National Association, as trustee.
5.375% Senior Notes Due 2022 ” means those certain 5.375% senior notes due January 2022, issued by Equinix in November 2014, in an initial aggregate principal amount of $750,000,000, in favor of the holders thereof pursuant to the Base Indenture, as supplemented by a First Supplemental Indenture dated as of November 20, 2014.
5.375% Senior Notes Due 2023 ” means those certain 5.375% senior notes due April 2023, issued by Equinix in March 2013, in an initial aggregate principal amount of $1,000,000,000, in favor of the holders thereof pursuant to an indenture dated as of March 5, 2013, between Equinix, as issuer, and U.S. Bank National Association, as trustee.
5.375% Senior Notes Due 2027 ” means those certain 5.375% senior notes due May 2027, issued by Equinix in March 2017, in an initial aggregate principal amount of $1,250,000,000, in favor of the holders thereof pursuant to the Base Indenture, as supplemented by a Fourth Supplemental Indenture dated as of March 22, 2017.
5.750% Senior Notes Due 2025 ” means those certain 5.750% senior notes due January 2025, issued by Equinix in November 2014, in an initial aggregate principal amount of $500,000,000, in favor of the holders thereof pursuant to the Base Indenture, as supplemented by a Second Supplemental Indenture dated as of November 20, 2014.
5.875% Senior Notes Due 2026 ” means those certain 5.875% senior notes due January 2026, issued by Equinix in December 2015, in an initial aggregate principal amount of $1,100,000,000, in favor of the holders thereof pursuant to the Base Indenture, as supplemented by a Third Supplemental Indenture dated as of December 4, 2015.
Acquired Indebtedness ” means Indebtedness (including Guarantees) of any Person existing at the time such Person becomes a Restricted Subsidiary in a transaction permitted hereunder (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Closing Date, or Indebtedness of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted hereunder; provided that such Indebtedness exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and such Indebtedness is not created in contemplation of such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired.
Acquisition ” means a purchase or other acquisition, direct or indirect, by any Person of all or substantially all of the assets or all or substantially all of the business of any other Person or of a line of business of any other Person (whether by acquisition of Equity Interests, assets, permitted merger or any combination thereof).
Additional Revolving Commitment Lender ” has the meaning set forth in Section 2.16(d) .
Additional Term Commitment Lender ” has the meaning set forth in Section 2.16(d) .

-2-




Additional Lender ” means, at any time, any Person that is not an existing Lender and that agrees to provide any portion of any Credit Agreement Refinancing Facilities pursuant to a Refinancing Amendment in accordance with Section 2.17 ; provided that such Additional Lender shall be an Eligible Assignee.
Adjusted Consolidated Total Assets ” means, as of any date of determination, Equinix’s consolidated total assets as shown on the consolidated balance sheet of Equinix and its Subsidiaries as of the end of the immediately preceding fiscal year delivered to the Administrative Agent and the Lenders under Section 6.01(a) ; provided that if, during the fiscal year in which such date of determination occurs, any Permitted Acquisition was consummated, “Adjusted Consolidated Total Assets” shall also include the result of (a) the aggregate book value of the total assets acquired by Equinix or its Subsidiaries pursuant to such Permitted Acquisition as of the date of such consummation minus (b) the aggregate book value of all assets sold or required to be sold as a result of such Permitted Acquisition, in each case solely to the extent that the foregoing were not included in Equinix’s consolidated total assets as of the end of the immediately preceding fiscal year.
Administrative Agent ” means (a) Bank of America in its capacity as administrative agent under any of the Loan Documents, (b) any Person appointed as administrative agent with respect to a new term loan tranche advanced pursuant to Section 2.13 and in accordance with clause (4) of the proviso set forth in Section 2.13(e) , and (c) any successor of any of the foregoing.
Administrative Agent’s Office ” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to the Borrower and the Lenders.
Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit F-2 or any other form approved by the Administrative Agent.
Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
Aggregate Commitments ” means the Commitments of all the Lenders.
Aggregate Revolving Commitments ” means the Revolving Commitments of all the Revolving Lenders.
Agreement ” means this Credit Agreement.
Alternative Currency ” means each of Euro, Sterling, Yen, Canadian Dollars, Australian Dollars, Hong Kong Dollars, Singapore Dollars, Swiss Francs, Swedish Krona and each other currency (other than Dollars) that is approved in accordance with Section 1.06 .
Alternative Currency Equivalent ” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the

-3-




Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.
Anti-Corruption Laws ” means the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar and applicable legislation in other jurisdictions.
Applicable Margin ” means the following percentages per annum, based upon the lower of (a) the Pricing Level corresponding to the then applicable Consolidated Net Lease Adjusted Leverage Ratio and (b) the Pricing Level corresponding to the higher of the then applicable Debt Rating issued by Moody’s and the then applicable Debt Rating issued by S&P, as set forth below:
 
Pricing Level Based on Most Favorable Of:
 
 
 
 
Pricing
Level
Consolidated Net Lease Adjusted Leverage Ratio
Debt Rating (Moody’s/S&P)
Applicable Margin for Eurocurrency Rate Revolving Loans/Letter of Credit Fees
Applicable Margin for Eurocurrency Rate Term Loans
Applicable Margin for Base Rate Revolving Loans
Facility
Fee
4
> 4.50:1
Ba2/BB or lower
140.0
170.0
40.0
30.0
3
<  4.50:1 but > 3.25:1
Ba1/BB+
120.0
145.0
20.0
25.0
2
<  3.25:1 but > 2.50:1
Baa3/BBB-
100.0
120.0
0
20.0
1
<  2.50:1
Baa2/BBB or higher
85.0
100.0
0
15.0

Commencing on the Closing Date, the Applicable Margin shall be determined based upon Pricing Level 3. Thereafter, each change in the Applicable Margin (i) resulting from a change in the Debt Rating shall be effective during the period commencing on the date of such change and ending on the date immediately preceding the effective date of the next such change and (ii) resulting from a change in the Consolidated Net Lease Adjusted Leverage Ratio shall become effective two Business Days after the date that the Administrative Agent receives a duly completed Compliance Certificate pursuant to Section 6.02(a) evidencing such change.
Applicable Percentage ” means with respect to any Appropriate Lender at any time, with respect to any Facility, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments with respect to such Facility represented by such Lender’s Commitment with respect to such Facility at such time, subject to adjustment as provided in Section 2.15 . If the commitment of each Revolving Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Revolving Lender with respect to the Revolving Facility shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. After the Term Loans have been advanced, the Applicable Percentage of any Lender with respect to such Term Loans shall be determined based on the percentage

-4-




(carried out to the ninth decimal place) of the Outstanding Amount of such Lender’s Term Loans at such time. The initial Applicable Percentage of each Appropriate Lender with respect to each applicable Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
Applicable Time ” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.
Appropriate Lender ” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility, or holds a Term Loan or a Revolving Loan with respect to such Facility at such time and (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a) , the Revolving Lenders.
Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
Asset Sale ” means any Transfer of property of the Borrower or any of its Subsidiaries other than (a) Transfers permitted under Section 7.05(a) through (i) , (k) or (l) or (b) a transaction or series of related transactions for which the Borrower or its Subsidiaries receive aggregate consideration of less than $50,000,000.
Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit F-1 or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.
Attributable A/R Share ” means, with respect to any Subsidiary, an amount equal to the product of (a) the percentage of the Equity Interests of such Subsidiary owned directly or indirectly by Equinix multiplied by (b) the net accounts receivable of such Subsidiary.
Attributable Asset Share ” means, with respect to any Subsidiary, an amount equal to the product of (a) the percentage of the Equity Interests of such Subsidiary owned directly or indirectly by Equinix multiplied by (b) the total assets of such Subsidiary.
Attributable Indebtedness ” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

-5-





Audited Financial Statements ” means the audited consolidated balance sheet of Equinix and its Subsidiaries for the fiscal year ended December 31, 2016, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Equinix and its Subsidiaries, including the notes thereto.
Australian Dollars ” or “ AUD ” means the lawful currency of the Commonwealth of Australia.
Automatic Guaranty Release ” has the meaning specified in Section 6.13(b)(i) .
Availability Period ” means, in respect of the Revolving Facility, the period from and including the Closing Date to the earliest of (a) the Revolving Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.05 , and (c) the date of termination of the commitment of each Lender to make Revolving Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02 .
Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
Bank of America ” means Bank of America, N.A. and its successors.
Base Indenture ” means that certain Indenture dated as of November 20, 2014, between Equinix, as issuer, and U.S. Bank National Association, as trustee.
Base Rate means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurocurrency Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
Base Rate Loan ” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.
Base Rate Revolving Loan ” means a Revolving Loan that is a Base Rate Loan.



-6-






Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
Borrower ” has the meaning specified in the introductory paragraph hereto.
Borrower Materials ” has the meaning specified in Section 6.02 .
Borrowing ” means a Revolving Borrowing or a Term Borrowing, as the context may require.
Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close in New York City or under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:
(a)    if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day that is also a London Banking Day;
(b)    if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;
(c)    if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and
(d)    if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.
Canadian Dollars ”, “ CAD ” or “ Cdn. $ ” means the lawful currency of Canada.
Capital Lease ” 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.

-7-




Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer and the Revolving Lenders, as collateral for L/C Obligations, or obligations of the Revolving Lenders to fund participations in respect thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
Cash Management Agreement ” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check, concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.
Cash Management Bank ” means any Person in its capacity as a party to a Cash Management Agreement that, (a) at the time it enters into a Cash Management Agreement with a Loan Party, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Cash Management Agreement with a Loan Party, in each case in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceases to be a Lender); provided , however , that for any of the foregoing to be included as a “Guaranteed Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Guaranteed Party Designation Notice to the Administrative Agent prior to such date of determination.
Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
Change of Control ” means an event or series of events by which:
(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan (a “ Group ”)) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire,

-8-




whether such right is exercisable immediately or only after the passage of time (such right, an “ option right ”)), directly or indirectly, of greater than 50% of the equity securities of Equinix entitled to vote for members of the board of directors or equivalent governing body of Equinix on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);
(b)    any sale, lease, exchange or other transfer occurs (in one transaction or a series of related transactions) of all or substantially all of the assets of Equinix to any Person or Group, together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of this Agreement); or
(c)    the holders of Equity Interests of Equinix approve any plan or proposal for the liquidation or dissolution of Equinix (whether or not otherwise in compliance with the provisions of this Agreement).
Class ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, SEK Term Loans or Sterling Term Loans, and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or Term Commitment.
Closing Date ” means the first date all of the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 .
Code ” means the United States Internal Revenue Code of 1986, as amended.
Commitment ” means a Revolving Commitment or a Term Commitment, as the context requires.
Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq .), as amended from time to time, and any successor statute.
Compliance Certificate ” means a certificate substantially in the form of Exhibit D .
Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
Consolidated EBITDA ” means, as of any date of determination, for Equinix and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for the Measurement Period most recently ended plus the sum of the following expenses (to the extent deducted in calculating such Consolidated Net Income) for such Measurement Period: (i) interest expense, (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense and (v) non-cash stock-based compensation expense. For purposes of calculating Consolidated EBITDA, Consolidated Net Income shall be determined without deduction for any of the following items: (a) noncash expenses, charges and losses (including the write-down of any unamortized transaction costs, fees, original issue or underwriting discounts and expenses as a result of the redemption, refinancing, refunding, prepayment or exchange of, or modification to the terms of, any Indebtedness, to the extent not prohibited by this Agreement) not to exceed 10% of Consolidated EBITDA (calculated before giving effect to this clause (a)) in the aggregate for the Measurement Period, (b) one-time costs, fees, original issue or underwriting discounts,

-9-




premiums, expenses, charges and losses incurred in connection with any actual or proposed (1) issuance of Indebtedness or Equity Securities, (2) redemptions, refinancings, refundings, prepayments or exchanges of, or modifications to the terms of, any Indebtedness, (3) restructurings of or modifications to any operating leases, including in connection with the purchase of leased assets, (4) Acquisitions, (5) Investments or (6) Dispositions, in each case to the extent not prohibited by this Agreement (including, for the avoidance of doubt, the issuance by Equinix of any Senior Unsecured Notes and the entry by Equinix into this Agreement and the other Loan Documents), (c) ongoing expenses relating to the maintenance of Equinix’s status as a REIT and compliance with REIT rules and regulations, (d) any net loss from disposed, abandoned or discontinued operations or product lines but only to the extent such losses do not exceed five percent (5%) of Consolidated EBITDA (calculated before giving effect to this clause (d)) in the aggregate for the Measurement Period and (e) costs and expenses of Equinix and its Subsidiaries associated with the conversion of Equinix to a REIT (including, without limitation, planning and advisory costs related to the foregoing) but only to the extent such costs and expenses do not exceed $200,000,000 in the aggregate whether incurred prior to or after the Closing Date. For purposes of calculating Consolidated EBITDA for any period in which a Permitted Acquisition has been consummated, Consolidated EBITDA shall be adjusted to include, without duplication, (A) the historical EBITDA of the Person acquired in such Permitted Acquisition for the applicable Measurement Period on a pro forma basis as if such Permitted Acquisition had been consummated on the first day of the applicable Measurement Period, as the EBITDA of such acquired Person is reflected in its historical audited financial statements for the most recently ended fiscal year, and management prepared unaudited statements for any periods following the end of such fiscal year and (B) expected cost savings (without duplication of actual cost savings or other charges or expenses that are otherwise added back in calculating Consolidated EBITDA) and synergies to the extent (x) such cost savings and synergies would be permitted to be reflected in pro forma financial information complying with the requirements of GAAP and Article 11 of Regulation S-X under the Securities Act of 1933, and as certified by a Responsible Officer of the Borrower or (y) such cost savings or synergies are factually supportable and have been realized or are reasonably expected to be realized within 365 days following such Permitted Acquisition; provided that the aggregate amount of cost savings and synergies added pursuant to this clause (B) shall not exceed fifteen percent (15%) of Consolidated EBITDA (calculated before giving effect to this clause (B)) in the aggregate for the Measurement Period; provided , further , that for addbacks to cost savings and synergies under clause (y), the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying that such cost savings and synergies meet the requirements set forth in clause (y), together with reasonably detailed evidence in support thereof. In the event that there are only unaudited financial statements or no financial statements available for such acquired Person, then the pro forma adjustments described in clause (A) above shall be made based on such unaudited financial statements or reasonable estimates as may be agreed between the Borrower and the Administrative Agent.
Consolidated EBITDAR ” means, as of any date of determination, for Equinix and its Subsidiaries on a consolidated basis, an amount equal to the sum of Consolidated EBITDA plus rent expense for the Measurement Period most recently ended. For purposes of calculating Consolidated EBITDAR for any period in which a Permitted Acquisition has been consummated, Consolidated EBITDAR shall be adjusted to include, without duplication, (A) the historical EBITDAR of the Person acquired in such Permitted Acquisition for the applicable Measurement Period on a pro forma basis as

-10-




if such Permitted Acquisition had been consummated on the first day of the applicable Measurement Period, as the EBITDAR of such acquired Person is reflected in its historical audited financial statements for the most recently ended fiscal year, and management prepared unaudited statements for any periods following the end of such fiscal year and (B) expected cost savings (without duplication of actual cost savings or other charges or expenses that are otherwise added back in calculating Consolidated EBITDAR) and synergies to the extent (x) such cost savings and synergies would be permitted to be reflected in pro forma financial information complying with the requirements of GAAP and Article 11 of Regulation S-X under the Securities Act of 1933, and as certified by a Responsible Officer of the Borrower or (y) such cost savings or synergies are factually supportable and have been realized or are reasonably expected to be realized within 365 days following such Permitted Acquisition; provided that the aggregate amount of cost savings and synergies added pursuant to this clause (B) shall not exceed fifteen percent (15%) of Consolidated EBITDAR (calculated before giving effect to this clause (B)) in the aggregate for the Measurement Period; provided , further , that for addbacks to cost savings and synergies under clause (y), the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying that such cost savings and synergies meet the requirements set forth in clause (y), together with reasonably detailed evidence in support thereof. In the event that there are only unaudited financial statements or no financial statements available for such acquired Person, then the pro forma adjustments described in clause (A) above shall be made based on such unaudited financial statements or reasonable estimates as may be agreed between the Borrower and the Administrative Agent.
Consolidated Fixed Charges ” means, as of any date of determination, for Equinix and its Subsidiaries on a consolidated basis, the sum of, without duplication, (a) the current maturities of long-term debt for the next twelve months (but excluding (i) any Convertible Subordinated Notes, (ii) the current portion of the Revolving Facility, (iii) the final installment of the Term Loans, and (iv) the final installment of any Senior Unsecured Notes), (b) the principal portion of the current maturity of Capital Lease obligations and build-to-suit lease obligations for the next twelve months, (c) interest expense for the Measurement Period most recently ended, and (d) rent expense for the Measurement Period most recently ended.
Consolidated Fixed Charge Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDAR for the Measurement Period ending on such date to (b) Consolidated Fixed Charges.
Consolidated Funded Indebtedness ” means, as of any date of determination, for Equinix and its Subsidiaries on a consolidated basis, the sum, without duplication, of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all direct obligations arising under letters of credit (including standby and commercial) and bank guaranties (but excluding any of the foregoing to the extent secured by cash collateral), (c) Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations, (d) obligations in respect of build-to-suit leases, (e) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (d) above of Persons other than Equinix or any Subsidiary thereof, and (f) all Indebtedness of the types referred to in clauses (a) through (e) above of any partnership or

-11-




joint venture (other than a joint venture that is itself a corporation or limited liability company) in which Equinix or a Subsidiary thereof is a general partner or joint venturer, except to the extent such Indebtedness is expressly made non-recourse to Equinix or such Subsidiary. Notwithstanding the foregoing, as of any date of determination, for purposes of calculating the Consolidated Net Lease Adjusted Leverage Ratio or the Consolidated Lease Adjusted Secured Leverage Ratio, “Consolidated Funded Indebtedness” shall not include the outstanding principal amount of any debt securities issued by Equinix to the extent that (i) as of such date, Equinix shall have delivered (or the indenture trustee under the applicable indenture shall have delivered on Equinix’s behalf) to the holders of such debt securities an irrevocable notice of redemption with respect to all of such debt securities and shall have deposited funds with the indenture trustee or into an escrow account in an amount required to effect such redemption, unless any portion of such debt securities shall not in fact be redeemed within 35 days of such notice of redemption and deposit of funds or (ii) the proceeds of such debt securities are held by the trustee of the related indenture and have not been released to Equinix or are deposited into an escrow account pending the closing of an acquisition or the redemption of other debt securities solely until such proceeds are released, it being understood that any such proceeds shall not be included in the calculation of clause (iii) of the definition of Consolidated Net Lease Adjusted Indebtedness.
Consolidated Lease Adjusted Secured Indebtedness ” means as of any date of determination, with respect to Equinix and its Subsidiaries, the sum, without duplication, of (a) Consolidated Funded Indebtedness as of such date that is secured by a Lien, plus (b) Attributable Indebtedness in respect of Capital Leases and in respect of Synthetic Lease Obligations as of such date, plus (c) obligations in respect of build-to-suit leases as of such date, plus (d) rent expense for the Measurement Period ending on such date multiplied by six (6).
Consolidated Lease Adjusted Secured Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Lease Adjusted Secured Indebtedness as of such date of determination to (b) Consolidated EBITDAR for the Measurement Period ending on such date.
Consolidated Net Income ” means, for any period, for Equinix and its Subsidiaries on a consolidated basis, the net income of Equinix and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period.
Consolidated Net Lease Adjusted Indebtedness ” means as of any date of determination, with respect to Equinix and its Subsidiaries, the result, without duplication, of (a) Consolidated Funded Indebtedness as of such date, plus (b) rent expense for the Measurement Period ending on such date multiplied by six (6), minus (c) the amount of unencumbered (other than by Liens permitted under clauses (a), (c) and (g) of Section 7.01 ) and unrestricted cash, cash equivalents, freely tradable and liquid short term investments, and freely tradable and liquid long term investments of Equinix and its Subsidiaries as of such date.



-12-




Consolidated Net Lease Adjusted Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Net Lease Adjusted Indebtedness as of such date of determination to (b) Consolidated EBITDAR for the Measurement Period ending on such date.
Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.
Convertible Subordinated Notes ” means any convertible subordinated notes or debentures issued by the Borrower after the date hereof, which are subordinated to the Obligations on terms no less favorable to the Lenders, in any material respect, than the 4.75% Convertible Subordinated Notes Due 2016 (as those terms were in effect and applied to the 4.75% Convertible Subordinated Notes Due 2016 prior to the repayment thereof in full on June 15, 2016).
Credit Agreement Refinancing Facility ” means (a) with respect to any Class of Revolving Commitments or Revolving Loans, Replacement Revolving Commitments or Replacement Revolving Loans and (b) with respect to any Class of Term Loans, Refinancing Term Loans.
Credit Agreement Refinancing Facility Lenders ” means the Lenders with a Replacement Revolving Commitment or outstanding Refinancing Term Loans.
Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
Debt Rating ” means, as of any date of determination, the rating as determined by either S&P or Moody’s of the Borrower’s corporate credit rating, in the case of S&P, or the Borrower’s corporate family rating, in the case of Moody’s.
Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
Default Rate ” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Margin applicable to Base Rate Loans plus (iii) 2% per annum; provided , however , that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin plus 2% per annum.

-13-




Defaulting Lender ” means, subject to Section 2.15(b) , any Lender that, as determined by the Administrative Agent, (a) has failed to (i) fund all or any portion of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit, within two Business Days of the date required to be funded by it hereunder, unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer or any Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any L/C Issuer or Lender that it does not intend to comply with its funding obligations, or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets (including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity) or a custodian appointed for it, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b) ) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, L/C Issuer and each other Lender promptly following such determination.
Designated Jurisdiction ” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.



-14-




Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
Dollar ” and “ $ ” mean lawful money of the United States.
Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.
Domestic Subsidiary ” means a Subsidiary of Equinix formed under the laws of the United States or any state thereof.
EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) , and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii) ).
EMU Legislation ” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.
Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based

-15-




upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
Equinix ” has the meaning specified in the introductory paragraph hereto.
Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
ERISA ” means the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder.
ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with Equinix or any Subsidiary thereof within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.
EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
Euro ”, “ EUR ” and “ ” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

-16-




Eurocurrency Rate ” means:
(a)    for any Interest Period with respect to a Eurocurrency Rate Loan:
(i)    in the case of a Eurocurrency Rate Loan denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate (“ LIBOR ”) or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;
(ii)    in the case of a Eurocurrency Rate Loan denominated in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate, or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:00 a.m. (Toronto, Ontario time) on the Rate Determination Date with a term equivalent to such Interest Period;
(iii)    in the case of a Eurocurrency Rate Loan denominated in Australian Dollars, the rate per annum equal to the Bank Bill Swap Reference Bid Rate or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne, Australia time) on the Rate Determination Date with a term equivalent to such Interest Period; and
(iv)    in the case of a Eurocurrency Rate Loan denominated in Swedish Krona, the rate per annum equal to the Stockholm Interbank Offered Rate, or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 11:00 a.m. (Stockholm, Sweden time) on the Rate Determination Date with a term equivalent to such Interest Period;
(v)    in the case of a Eurocurrency Rate Loan denominated in Hong Kong Dollars, the rate per annum equal to the Hong Kong Interbank Offered Rate, or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 11:00 a.m. (Hong Kong time) on the Rate Determination Date with a term equivalent to such Interest Period;
(vi)    in the case of any other Eurocurrency Rate Loan denominated in a Non-LIBOR Quoted Currency, the rate designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Appropriate Lenders pursuant to Section 1.06(a) ; and

-17-




(b)    for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at approximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day;
provided that, (x) if the Eurocurrency Rate (including any LIBOR Successor Rate or alternative rate of interest under Section 3.03(b) ) shall be less than zero, such rate shall be deemed zero for purposes of this Agreement; (y) to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; and (z) to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of a notice from the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:
(A)
adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary,
(B)
the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available or used for determining the interest rate of loans (such specific date, the “ Scheduled Unavailability Date ”), or
(C)
syndicated credit facilities currently being executed, or that include language similar to that contained in this definition, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,
then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “ LIBOR Successor Rate ”), together with any proposed LIBOR Successor Rate Conforming Changes, and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment.

-18-




If no LIBOR Successor Rate has been determined and the circumstances under clause (A) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender and (1) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (2) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, (x) in the case of any affected Eurocurrency Rate Loans denominated in Dollars, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of, such Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (2)) in the amount specified therein or (y) in the case of any affected Eurocurrency Rate Loans denominated in Euro, Sterling, Yen or Swiss Franc, the provisions in Section 3.03(b) shall apply to such Eurocurrency Rate Loans.
Eurocurrency Rate Loan ” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate.” Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.
Eurocurrency Rate Revolving Loan ” means a Revolving Loan that is a Eurocurrency Rate Loan.
Eurocurrency Rate Term Loan ” means a Term Loan that is a Eurocurrency Rate Loan.
Event of Default ” has the meaning specified in Section 8.01 .
Excluded Swap Obligation ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Multiparty Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.19(k) and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Multiparty Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Multiparty Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.
Excluded Taxes ” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any

-19-




political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13 ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any withholding Taxes imposed pursuant to FATCA.
Existing Administrative Agent ” has the meaning specified in the definition of “Existing Credit Agreement”.
Existing Credit Agreement ” means that certain Credit Agreement, dated as of December 17, 2014 (as amended) among the Borrower, the subsidiary guarantors party thereto, Bank of America, as administrative agent thereunder (in such capacity, the “ Existing Administrative Agent ”), the L/C Issuer thereunder, and the lenders party thereto.
Existing Japanese Yen Loan ” means the term loan facility provided under that certain Term Loan Agreement dated as of September 30, 2016, by and among Equinix Japan K.K., as borrower, the lenders from time to time party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as arranger and agent.
Existing Letters of Credit ” means, collectively, the Letters of Credit identified on Schedule 1.01 .
Existing Loan Documents ” means the “Loan Documents”, as such term is defined in the Existing Credit Agreement.
Existing Revolving Commitments ” has the meaning specified in Section 2.16(g)(ii) .
Existing Revolving Loans ” has the meaning specified in Section 2.16(g)(ii) .
Existing Revolving Maturity Date ” has the meaning set forth in Section 2.16(a) .
Existing Term Loans ” has the meaning set forth in Section 2.16(g)(i) .
Existing Term Maturity Date ” has the meaning set forth in Section 2.16(a) .
Extended Revolving Commitments ” has the meaning specified in Section 2.16(g)(ii) .
Extended Revolving Loans ” has the meaning specified in Section 2.16(g)(ii) .



-20-




Extended Term Loans ” has the meaning specified in Section 2.16(g)(i) .
Extending Lender ” means an Extending Revolving Lender or an Extending Term Lender, as applicable.
Extending Revolving Lender ” has the meaning specified in Section 2.16(e)(i) .
Extending Term Lender ” has the meaning specified in Section 2.16(e)(ii) .
Extension Amendment ” means an amendment to this Agreement pursuant to which the Revolving Maturity Date or the Term Maturity Date has been extended in accordance with Section 2.16 , which shall be consistent with the applicable provisions of this Agreement and otherwise satisfactory to the parties thereto. Each Extension Amendment shall be executed by the Administrative Agent, the L/C Issuer (to the extent Section 10.01 would require the consent of the L/C Issuer for the amendments effected in such Extension Amendment), the Loan Parties and the applicable Extending Lenders. Any Extension Amendment may include conditions for delivery of opinions of counsel and other documentation consistent with the conditions in Sections 4.01 and/or 4.02 to the extent reasonably requested by the Administrative Agent or the applicable Extending Lenders.
Extension Date ” means any date on which any Existing Term Loans or any Existing Revolving Commitments are modified to extend the related Maturity Date in accordance with Section 2.16 (with respect to Lenders under such Existing Term Loans or any Existing Revolving Commitments that agree to such modification).
Extension Request Notice ” has the meaning specified in Section 2.16(a) .
Facility ” means the Term Facility or the Revolving Facility, as the context may require.
Facility Fee ” has the meaning specified in Section 2.08(a) .
Facility Termination Date ” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been paid in full in cash (other than contingent indemnification obligations), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made).
FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.
FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any intergovernmental agreement, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among governmental authorities and implementing subsections of the Code and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

-21-




Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent and (c) if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
Fee Letter ” means that certain letter agreement, dated December 12, 2017, among the Borrower, the Administrative Agent and the Left Lead Arranger.
Foreign Asset Sale ” has the meaning specified in Section 2.04(c)(v) .
Foreign Lender ” means, with respect to the Borrower, any Lender or L/C Issuer that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
Foreign Subsidiary ” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia.
Foreign Subsidiary Holdco ” means any Domestic Subsidiary substantially all of whose assets consist (or any Domestic Subsidiary that is formed for the purpose of holding assets that substantially consist) of Equity Interests or Indebtedness of (a) one or more Foreign Subsidiaries or (b) other Foreign Subsidiary Holdcos described in clause (a).
FRB ” means the Board of Governors of the Federal Reserve System of the United States.
Fronting Exposure ” means, at any time there is a Defaulting Lender, with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof.
Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
Funds From Operations ” means, with respect to any fiscal period, an amount equal to the net income (or deficit) of Equinix and its Subsidiaries for that period computed on a consolidated basis in accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures; provided that Funds From Operations shall exclude one-time or non-recurring charges and impairment charges,

-22-




charges from the early extinguishment of indebtedness and other non-cash charges. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect Funds From Operations on the same basis. To the extent not inconsistent with the foregoing, Funds From Operations shall be reported in accordance with the NAREIT Policy Bulletin dated April 5, 2002, as amended, restated, supplemented or otherwise modified from time to time.
GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.
Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) and will include the Multiparty Guaranty set forth in Section 10.19 , or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.
Guaranteed Cash Management Agreement ” means any Cash Management Agreement between any Loan Party and/or any of its Subsidiaries and any Cash Management Bank.


-23-




Guaranteed Hedge Agreement ” means any interest rate, currency, foreign exchange, or commodity Swap Contract between any Loan Party and/or any of its Subsidiaries and any Hedge Bank.
Guaranteed Obligations ” means (a) all Obligations, (b) all obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements and (c) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that the Guaranteed Obligations shall exclude any Excluded Swap Obligations.
Guaranteed Parties ” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, the Indemnitees, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 .
Guaranteed Party Designation Notice ” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit G .
Guarantors ” has the meaning specified in the introductory paragraph hereto, and in addition, shall include, with respect to the payment and performance by each Loan Party of its obligations under its Multiparty Guaranty with respect to all Guaranteed Obligations, the Borrower.
Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
Hedge Bank ” means any Person in its capacity as a party to a Swap Contract that, (a) at the time it enters into a Swap Contract is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Swap Contract (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided , in the case of a Guaranteed Hedge Agreement with a Person who is no longer a Lender (or an Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Guaranteed Hedge Agreement and provided further that for any of the foregoing to be included as a “Guaranteed Hedge Agreement” on any date of determination by the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Guaranteed Party Designation Notice to the Administrative Agent (it being understood that one notice with respect to a specified ISDA Master Agreement may designate all transactions thereunder as being “Guaranteed Hedge Agreements”, without the need for separate notices for each individual transaction thereunder).


-24-




Hong Kong Dollars ” or “ HKD ” means the lawful currency of the Hong Kong Special Administrative Region of the People’s Republic of China.
Hostile Acquisition ” means an Acquisition of all or substantially all of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to the consummation of such Acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar or other appropriate action if such Person is not a corporation, or as to which, at the time of consummation of such Acquisition, any such prior approval has been withdrawn.
Increase Effective Date ” has the meaning specified in Section 2.13(d) .
Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b)    all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
(c)    net obligations of such Person under any Swap Contract;
(d)    all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) post-closing purchase price adjustments or earnout obligations in connection with Permitted Acquisitions, in the case of this clause (ii), until such obligations become a liability on the balance sheet of such Person in accordance with GAAP);
(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
(f)    Capital Leases, obligations under build-to-suit leases and Synthetic Lease Obligations;
(g)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and
(h)    all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract

-25-




on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. The amount of any build-to-suit lease obligation as of any date shall be deemed to be the amount required to be reflected as a liability on the balance sheet of the tenant under such build-to-suit lease prepared in accordance with GAAP as of such date.
Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) , Other Taxes.
Indemnitees ” has the meaning specified in Section 10.04(b) .
Information ” has the meaning specified in Section 10.07 .
Intercompany Accounts ” means those accounts receivable of each Loan Party where the account debtor or obligor is a Subsidiary or Affiliate of such Loan Party.
Interest Payment Date ” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the applicable Maturity Date; provided , however , that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the applicable Maturity Date.
Interest Period ” means as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter (or, if consented to by all Appropriate Lenders pursuant to the first proviso to Section 2.02(a) , a shorter period, or nine or twelve months thereafter), as selected by the Borrower in its Loan Notice; provided that:
(i)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(ii)    any Interest Period pertaining to a Eurocurrency Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(iii)    no Interest Period pertaining to any Loan shall extend beyond the applicable Maturity Date for such Loan.
Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities

-26-




of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.
IRS ” means the United States Internal Revenue Service.
ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).
Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.
Joinder Agreement ” means a joinder agreement substantially in the form of Exhibit E executed and delivered in accordance with the provisions of Section 6.13 , or any other form approved by Administrative Agent.
Joint Lead Arrangers ” means the Left Lead Arranger, MUFG, J. P. Morgan Securities LLC, and RBC Capital Markets in their capacities as joint lead arrangers and joint bookrunners.
JV Entity ” means a non-wholly-owned Subsidiary or joint venture in which Equinix or one or more of its Subsidiaries is a joint venturer with another Person.
JV Interest ” means an Equity Interest in a JV Entity.
Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
L/C Advance ” means, with respect to each Revolving Lender, such Revolving Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. All L/C Advances shall be denominated in Dollars.
L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing. All L/C Borrowings shall be denominated in Dollars.

-27-




L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
L/C Issuer ” means, individually and collectively, each of (a) Bank of America in its capacity as issuer of Letters of Credit hereunder, (b) any other Revolving Lender appointed by the Borrower (with the consent of such appointed Lender) as an issuer of Letters of Credit hereunder, or (c) any successor of any of the foregoing. At any time there is more than one L/C Issuer, any singular references to the L/C Issuer shall mean any L/C Issuer, either L/C Issuer, each L/C Issuer, the L/C Issuer that has issued the applicable Letter of Credit, or both (or all) L/C Issuers, as the context may require.
L/C Issuer Sublimit ” means, (a) in the case of Bank of America, $250,000,000, less such amounts as may be designated to other L/C Issuers pursuant to the following clause (b) and (b) in the case of any other L/C Issuer, such amount as may be designated to such other L/C Issuer (with the consent of such L/C Issuer) (i) by the Administrative Agent in writing or (ii) at the request of the Borrower in a writing delivered to the Administrative Agent, less such amounts as may be designated to other L/C Issuers pursuant to this clause (b), in each case, as such sublimits are set forth on Schedule 2.01 from time to time.
L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
Left Lead Arranger ” means Bank of America (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), in its capacity as left lead arranger and joint book runner.
Lender ” has the meaning specified in the introductory paragraph hereto.
Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.
Letter of Credit ” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.
Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

-28-




Letter of Credit Expiration Date ” means the day that is seven days prior to the Revolving Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).
Letter of Credit Fee ” has the meaning specified in Section 2.03(h) .
Letter of Credit Report ” means a certificate substantially the form of Exhibit H or any other form approved by the Administrative Agent.
Letter of Credit Sublimit ” means an amount equal to $250,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.
LIBOR ” has the meaning specified in the definition of Eurocurrency Rate.
LIBOR Quoted Currency ” means each of the following currencies: Dollars; Euro; Sterling; Yen; and Swiss Franc; in each case as long as there is a published LIBOR rate with respect thereto.
LIBOR Screen Rate ” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).
LIBOR Successor Rate ” has the meaning specified in the definition of Eurocurrency Rate.
LIBOR Successor Rate Conforming Changes ” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definitions of “Base Rate” or “Interest Period”, the timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrower).
Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
Loan ” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan or a Term Loan.



-29-




Loan Documents ” means this Agreement, each Note, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14 of this Agreement, the Fee Letter, each Request for Credit Extension, any guaranty of the Obligations by a Guarantor (including the Multiparty Guaranty), each Joinder Agreement, any other joinder agreement executed by any Loan Party in favor of the Administrative Agent, any Lender or any Guaranteed Party with respect to any of the other Loan Documents, and any and all other agreements, documents and instruments executed and/or delivered by or on behalf of or in support of any Loan Party to Administrative Agent, any Lender or any Guaranteed Party or their respective authorized designee evidencing or otherwise relating to any of the Credit Extensions hereunder (but specifically excluding any Guaranteed Hedge Agreement or any Guaranteed Cash Management Agreement).
Loan Notice ” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.
Loan Parties ” means, (a) at all times prior to the Automatic Guaranty Release, collectively, the Borrower and each Guarantor and (b) at all times thereafter, the Borrower.
London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
Material Domestic Subsidiary ” means, as at any date of determination (determined in accordance with GAAP), any Domestic Subsidiary or group of Domestic Subsidiaries (other than Loan Parties or joint ventures) whose net accounts receivable (after intercompany eliminations and excluding Real Property Lease Accounts), individually or collectively (as the case may be), equal or exceed 10.0% of all net accounts receivable of Equinix and its Domestic Subsidiaries (after intercompany eliminations and excluding Real Property Lease Accounts) as of the end of the most recently completed fiscal quarter of Equinix.
Material Subsidiary ” means, as at any date of determination (determined in accordance with GAAP), any Subsidiary or group of Subsidiaries of Equinix (other than Loan Parties) (a) whose total assets, individually or collectively (as the case may be), equal or exceed 20.0% of the consolidated total assets (after intercompany eliminations) of Equinix and its Subsidiaries as of the end of the most recently completed fiscal quarter of Equinix, or (b) whose revenue, individually or collectively (as the case may

-30-




be), for the Measurement Period most recently ended equals or exceeds 10.0% of the consolidated revenue (after intercompany eliminations) of Equinix and its Subsidiaries for such Measurement Period.
Maturity Date ” means the Revolving Maturity Date or the Term Maturity Date, as the context requires.
Maximum Incremental Facilities Amount ” means the sum of:
(a)    the Alternative Currency Equivalent of $400,000,000 in Yen, solely for purposes of refinancing the Existing Japanese Yen Loan, plus
(b)    $1,000,000,000, plus
(c)    the result of (i) any voluntary prepayments of the Loans (in the case of any prepayment of Revolving Loans, solely to the extent such prepayment is accompanied by a permanent reduction in the Aggregate Revolving Commitments in an amount equal to such prepayment) made on or prior to such date (it being understood that any such voluntary prepayment financed with the proceeds of incurrences of Indebtedness shall not be included in the calculation of the amount under this clause (c)(i)), minus (ii) the aggregate principal amount of all increases to the Aggregate Commitments outstanding as of such date and (without duplication) the aggregate principal amount of all Loans outstanding as of such date made pursuant to an increase in the Aggregate Commitments. For purposes of the foregoing, increases in the Aggregate Commitments (other than pursuant to clause (a)) shall first be incurred under clause (c) and then under clause (b).
Measurement Period ” means, at any date of determination, the rolling two most recently completed fiscal quarters of Equinix, annualized.
Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.
Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
Multiparty Guaranty ” means, collectively, the guaranty made by the Guarantors in favor of the Guaranteed Parties under Section 10.19 .
Multiple Employer Plan ” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
Net Cash Proceeds ” means (a) with respect to any Asset Sale by the Borrower or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and cash equivalents received in connection with such transaction (including any cash or cash equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket expenses incurred by the Borrower or

-31-




such Subsidiary in connection with such transaction, (C) transfer and similar taxes incurred by the Borrower or such Subsidiary in connection with such transaction and income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds, (D) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds of such Asset Sale) and (E) in the case of any Asset Sale by a Subsidiary that is not directly or indirectly wholly-owned (other than directors qualifying shares) by the Borrower, the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this subclause (E) ) attributable to minority interests and not available for distribution as a result thereof to or for the account of the Borrower or by a Restricted Subsidiary that is directly or indirectly wholly-owned (other than directors qualifying shares) by the Borrower; and (b) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any of its Restricted Subsidiaries, the excess of (i) the sum of the cash and cash equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, original issue discounts, fees and other reasonable and customary out-of-pocket expenses, incurred by the Borrower or such Restricted Subsidiary in connection therewith and not netted out of cash and cash equivalents received as described in clause (i).
Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.
Non-Extending Lender ” has the meaning set forth in Section 2.16(b) .
Non-LIBOR Quoted Currency ” means any currency other than a LIBOR Quoted Currency.
Note ” means a Term Note or a Revolving Note, as the context may require.
Notice Date ” has the meaning set forth in Section 2.16(b) .
Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.



-32-




OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.
Optional Prepayment Notice ” has the meaning specified in Section 2.04(a) .
Optional Termination/Reduction Notice ” has the meaning specified in Section 2.05(a) .
Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
Other Taxes ” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06 ).
Outstanding Amount ” means (a) with respect to any Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.
Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent or the L/C Issuer, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.

-33-




Participant ” has the meaning specified in Section 10.06(d) .
Participant Register ” has the meaning specified in Section 10.06(d) .
Participating Member State ” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
PBGC ” means the Pension Benefit Guaranty Corporation.
Pension Act ” means the Pension Protection Act of 2006.
Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
Pension Plan ” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
Permitted Acquisition ” means any Acquisition by Equinix or any of its Subsidiaries, provided that: (a) such Investment is not a Hostile Acquisition; and (b) after giving pro forma effect to the consummation of such Acquisition, (i) the Loan Parties shall be in compliance with each of the financial covenants set forth in Section 7.11 , and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom.
Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.
Platform ” has the meaning specified in Section 6.02 .
PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
Public Lender ” has the meaning specified in Section 6.02 .



-34-




Qualified ECP Guarantor ” shall mean, in respect of any Swap Obligation, at the time the Multiparty Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.
Rate Determination Date ” means, with respect to any Interest Period, two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in the relevant interbank market, as determined by the Administrative Agent; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably determined by the Administrative Agent).
Ratings Agency ” means each of S&P or Moody’s.
Real Property Lease Accounts ” means those accounts receivable of each Loan Party arising from the lease or rental of real property by such Loan Party to the extent such accounts receivable comprise collateral for a third party real property lender.
Recipient ” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.
Refinanced Term Loans ” has the meaning specified in Section 2.17(a) .
Refinancing Amendment ” means an amendment to this Agreement pursuant to which any Refinancing Term Loans and/or Replacement Revolving Commitments have been provided for in accordance with Section 2.17 , which shall be consistent with the applicable provisions of this Agreement and otherwise satisfactory to the parties thereto. Each Refinancing Amendment shall be executed by the Administrative Agent, the L/C Issuer (to the extent Section 10.01 would require the consent of the L/C Issuer for the amendments effected in such Refinancing Amendment), the Loan Parties and the applicable Credit Agreement Refinancing Facility Lenders. Any Refinancing Amendment may include conditions for delivery of opinions of counsel and other documentation consistent with the conditions in Sections 4.01 and/or 4.02 to the extent reasonably requested by the Administrative Agent or the applicable Credit Agreement Refinancing Facility Lenders.
Refinancing Term Loans ” means one or more new Classes of Term Loans that result from a Refinancing Amendment in accordance with Section 2.17 .
Register ” has the meaning specified in Section 10.06(c) .
REIT ” means a Person that is qualified to be treated for tax purposes as a real estate investment trust under Sections 856-860 of the Code.


-35-




Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
Replaced Revolving Commitments ” has the meaning specified in Section 2.17(a) .
Replacement Revolving Commitments ” means one or more new Classes of Revolving Commitments established pursuant to a Refinancing Amendment in accordance with Section 2.17 .
Replacement Revolving Lender ” means a Revolving Lender with a Replacement Revolving Commitment or an outstanding Replacement Revolving Loan.
Replacement Revolving Loans ” means Revolving Loans made pursuant to Replacement Revolving Commitments.
Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.
Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.
Required Lenders ” means, as of any date of determination, at least two Lenders holding more than 50.00% of the sum of the Aggregate Commitments under the Revolving Facility and the Outstanding Amount of all Term Loans or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 , at least two Lenders holding in the aggregate more than 50.00% of the Total Outstandings (with the aggregate amount of each Revolving Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition). The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that the amount of any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the L/C Issuer in making such determination.
Required Revolving Lenders ” means, as of any date of determination, at least two Revolving Lenders holding more than 50.00% of the sum of the (a) Total Revolving Outstandings (with the aggregate amount of each Revolving Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Revolving Lender for purposes of this definition) and (b) aggregate unused Revolving Commitments; provided that the unused Revolving Commitment of, and the portion of the Total Revolving Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.
Required Term Lenders ” means, as of any date of determination, at least two Term Lenders holding more than 50.00% of the Outstanding Amount of the Term Loans; provided that the Term Loans held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders.

-36-




Responsible Officer ” means the chief executive officer, chief financial officer, treasurer or vice president-tax and treasury of a Loan Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01 , the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II , any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Person thereof).
Restricted Subsidiary ” means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.
Revaluation Date ” means (a) with respect to any Eurocurrency Rate Loan, each of the following: (i) each date of a Borrowing of such Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of such Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02 , and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall reasonably require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall reasonably require (including, without limitation, any date of determination of the Total Outstandings and the Outstanding Amount of L/C Obligations).
Revolving Borrowing ” means a borrowing consisting of simultaneous Revolving Loans of the same Type, in the same currency and, in the case of Eurocurrency Rate Revolving Loans, having the same Interest Period made by each of the Revolving Lenders pursuant to Section 2.01 .
Revolving Commitment ” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01 , and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

-37-




Revolving Credit Exposure ” means, as to any Revolving Lender at any time, the aggregate Outstanding Amount at such time of its Revolving Loans and the aggregate Outstanding Amount of such Lender’s participation in L/C Obligations at such time.
Revolving Facility ” means the credit facility consisting of the Revolving Commitments and outstanding Revolving Loans and L/C Obligations.
Revolving Lender ” means, at any time, any Lender that has a Revolving Commitment at such time.
Revolving Loan ” has the meaning specified in Section 2.01 .
Revolving Maturity Date ” means (a) December 12, 2022 and (b) if such maturity date is extended pursuant to Section 2.16 , solely as to each Revolving Lender agreeing to extend such maturity date, such extended maturity date as determined pursuant to such Section; provided , however , that if such date is not a Business Day, the Revolving Maturity Date shall be the immediately preceding Business Day.
Revolving Note ” means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Revolving Loans made by such Revolving Lender, substantially in the form of Exhibit B .
Sale-Leaseback Transaction ” means, with respect to any Person, the sale of property owned by such Person (the “ S-L Seller ”) to another Person (the “ S-L Buyer ”), together with the substantially concurrent leasing of such property by the S-L Buyer to the S-L Seller.
Same Day Funds ” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.
Sanction(s) ” means any sanction or embargo imposed, administered or enforced by the United States Government (including without limitation, OFAC), the European Union or Her Majesty’s Treasury.
SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
SEK Term Borrowing ” means a borrowing consisting of simultaneous SEK Term Loans of the same Type, in Swedish Krona, and having the same Interest Period made by each of the applicable Term Lenders on the Closing Date.



-38-




SEK Term Commitment ” means, as to each applicable Term Lender, its obligation to make SEK Term Loans to the Borrower pursuant to Section 2.01 , in an aggregate principal amount at any one time outstanding not to exceed the Swedish Krona amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
SEK Term Loan ” means the term loans advanced by the applicable Term Lenders to the Borrower in Swedish Krona on the Closing Date in the aggregate amount of SEK 2,800,000,000.
SEK Term Note ” means a promissory note made by the Borrower in favor of a Term Lender evidencing the SEK Term Loan made by such Term Lender, substantially in the form of Exhibit C-1 .
Senior Notes Indentures ” means, collectively, the Indentures (together with any Supplemental Indentures thereto) entered into by Equinix in connection with the Senior Unsecured Notes.
Senior Unsecured Notes ” means, collectively, (a) the 5.375% Senior Notes Due 2022, (b) the 5.375% Senior Notes Due 2023, (c) the 5.750% Senior Notes Due 2025, (d) the 2.875% Senior Notes Due 2025, (e) the 5.875% Senior Notes Due 2026, (f) the 5.375% Senior Notes due 2027, (g) the 2.875% Senior Notes due 2026, (h) any other senior unsecured notes issued by Equinix and not otherwise prohibited hereunder, and (i) any refinancings or replacements thereof.
Singapore Dollars ” or “ SGD ” means the lawful currency of the Republic of Singapore.
Special Notice Currency ” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.
Specified Loan Party ” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.19(k) ).
Spot Rate ” for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.




-39-




S&P ” means S&P Global Ratings, a division of S&P Global, Inc. and any successor thereto.
Sterling ”, “ GBP ” and “ £ ” mean the lawful currency of the United Kingdom.
Sterling Term Borrowing ” means a borrowing consisting of simultaneous Sterling Term Loans of the same Type, in Sterling, and having the same Interest Period made by each of the applicable Term Lenders on the Closing Date.
Sterling Term Commitment ” means, as to each applicable Term Lender, its obligation to make Sterling Term Loans to the Borrower pursuant to Section 2.01 , in an aggregate principal amount at any one time outstanding not to exceed the Sterling amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
Sterling Term Loan ” means the term loans advanced by the applicable Term Lenders to the Borrower in Sterling on the Closing Date in the aggregate amount of £500,000,000.
Sterling Term Note ” means a promissory note made by the Borrower in favor of a Term Lender evidencing the Sterling Term Loan made by such Term Lender, substantially in the form of Exhibit C-2 .
Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Equinix.
Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.


-40-




Swap Obligations ” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
Swedish Krona ” or “ SEK ” means the lawful currency of the Kingdom of Sweden.
Swiss Francs ” or “ CHF ” means the lawful currency of the Swiss Confederation.
Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
TARGET2 ” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system, which utilizes a single shared platform and which was launched on November 19, 2007.
TARGET Day ” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.
Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), and other similar assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Term Borrowing ” means a SEK Term Borrowing or a Sterling Term Borrowing, as applicable.
Term Commitments ” means the SEK Term Commitments and the Sterling Term Commitments.
Term Facility ” means, at any time, the aggregate principal amount of the Term Loans of all Term Lenders outstanding at such time.
Term Lender ” means any Lender that holds Term Loans.
Term Loan ” means a SEK Term Loan or a Sterling Term Loan, as applicable.

-41-




Term Maturity Date ” means (a) December 12, 2022 and (b) if such maturity date is extended pursuant to Section 2.16 , solely as to each Term Lender agreeing to extend such maturity date, such extended maturity date as determined pursuant to such Section; provided , however , that if such date is not a Business Day, the Term Maturity Date shall be the immediately preceding Business Day.
Term Note ” means a SEK Term Note or a Sterling Term Note, as applicable.
Total Credit Exposure ” means, as to any Lender at any time, the sum of the unused Commitments, the outstanding Term Loans and Revolving Credit Exposure of such Lender at such time.
Total Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.
Total Revolving Outstandings ” means the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations.
Transfer ” has the meaning specified in Section 7.05 .
Type ” means with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.
United States ” and “ U.S. ” mean the United States of America.
Unreimbursed Amount ” has the meaning specified in Section 2.03(c)(i) .
Unrestricted Subsidiary ” means any Subsidiary of the Borrower designated as such on Schedule 6.14 hereto as of the Closing Date, or after the Closing Date pursuant to Section 6.14 .
U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
U.S. Tax Compliance Certificate ” has the meaning specified in Section 3.01(e)(ii)(B)(III) .
Weighted Average Life to Maturity ” means, on any date and with respect to the aggregate amount of the applicable Term Loans, an amount equal to (a) the scheduled repayments of such Term Loans to be made after such date, multiplied by the number of days from such date to the respective dates of such scheduled repayments divided by (b) the aggregate principal amount of such Term Loans.
wholly-owned ” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (a) director’s qualifying shares and (b) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly-owned Subsidiaries of such Person.
Withholding Agent ” means any Loan Party and the Administrative Agent.

-42-




Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
Yen ” and “ ¥ ” mean the lawful currency of Japan.
1.02.      Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a)      The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ hereto ,” “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
(b)      In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”
Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
1.03.      Accounting Terms .
(a)      Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial statements, financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any

-43-




covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.
(b)      Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
1.04.      Rounding . Any financial ratios required to be maintained by the Borrower, their Subsidiaries or any Loan Party pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
1.05.      Exchange Rates; Currency Equivalents . (1) The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and L/C Obligations denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable.
(a)      Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a Commitment or a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.
(b)      The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any comparable or successor rate thereto.


-44-




1.06.      Additional Alternative Currencies .
(a)      The Borrower may from time to time request that Eurocurrency Rate Revolving Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Revolving Loans, such request shall be subject to the approval of the Administrative Agent and the Revolving Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.
(b)      Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 10 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Revolving Loans, the Administrative Agent shall promptly notify each Revolving Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each Revolving Lender (in the case of any such request pertaining to Eurocurrency Rate Revolving Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., five Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Revolving Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.
(c)      Any failure by a Revolving Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Revolving Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Revolving Lenders consent to making Eurocurrency Rate Revolving Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Eurocurrency Rate Revolving Loans; and if the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06 , the Administrative Agent shall promptly so notify the Borrower.
1.07.      Change of Currency .
(a)      Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such

-45-




expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.
(b)      Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.
(c)      Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.
1.08.      Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Pacific time (daylight or standard, as applicable).
1.09.      Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01.      Loans .
(a)      The Term Loans .
(i)      Subject to the terms and conditions set forth herein, each Term Lender with a SEK Term Commitment severally agrees to make a SEK Term Loan to the Borrower, in Swedish Krona, on the Closing Date, in an amount not to exceed such Term Lender’s Applicable Percentage of the aggregate amount of the SEK Term Commitments at such time. The SEK Term Borrowing shall consist of SEK Term Loans made simultaneously by the applicable Term Lenders in accordance with their respective Applicable Percentages of the aggregate amount of the SEK Term Commitments at such time. Amounts borrowed under this Section 2.01(a)(i) and repaid or prepaid may not be reborrowed. All SEK Term Loans shall be Eurocurrency Rate Loans, as further provided herein.


-46-




(ii)      Subject to the terms and conditions set forth herein, each Term Lender with a Sterling Term Commitment severally agrees to make a Sterling Term Loan to the Borrower, in Sterling, on the Closing Date, in an amount not to exceed such Term Lender’s Applicable Percentage of the aggregate amount of the Sterling Term Commitments at such time. The Sterling Term Borrowing shall consist of Sterling Term Loans made simultaneously by the applicable Term Lenders in accordance with their respective Applicable Percentages of the aggregate amount of the Sterling Term Commitments at such time. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. All Sterling Term Loans shall be Eurocurrency Rate Loans, as further provided herein.
(b)      The Revolving Borrowings . Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving loans (each such loan, a “ Revolving Loan ”) to the Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided , however , that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b) , prepay under Section 2.04 , and reborrow under this Section 2.01(b) . Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.
2.02.      Borrowings, Conversions and Continuations of Loans .
(a)      Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (or in the case of clause (iii) below, not later than 10:00 a.m.): (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) on the requested date of any Borrowing of Base Rate Loans; provided , however , that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (x) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (y) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. In the case of a request for an Interest

-47-




Period other than one, two, three or six months in duration, not later than 11:00 a.m. (A) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (B) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders (and, if any of the Lenders objects to the requested duration of such Interest Period, the duration of the Interest Period for such Borrowing shall be one, two, three or six months, as specified by the Borrower in the applicable Loan Notice as the desired alternative to the requested duration of such Interest Period (or one month, if no desired alternative is specified by the Borrower in the applicable Loan Notice)). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c) , each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (1) the applicable Facility, (2) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (3) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (4) the principal amount of Loans to be borrowed, converted or continued, (5) the Type of Loans to be borrowed or to which existing Loans are to be converted, (6) if applicable, the duration of the Interest Period with respect thereto and (7) the currency of such Loans to be borrowed. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Loan Notice, then the applicable Loans shall be made as Base Rate Loans in Dollars. If the Borrower fails to give a timely Loan Notice requesting a continuation or conversion of Eurocurrency Rate Loans, such Eurocurrency Rate Loans shall be automatically continued for an Interest Period of one month. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid or repaid in the original currency of such Loan, and, in the case of Revolving Loans only, may thereafter be reborrowed in the other currency.
(b)      Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount (and currency) of its Applicable Percentage of the applicable Term Loan or Revolving Loans, and if no timely Loan Notice of a continuation of Eurocurrency Rate Loans is provided by the Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic continuation of such Eurocurrency Rate Loans, in each case as described in the preceding subsection. In the case of a Borrowing, each Appropriate Lender shall make the amount of its applicable Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 ), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the

-48-




Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided , however , that if, on the date a Loan Notice with respect to a Revolving Borrowing denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first , shall be applied to the payment in full of any such L/C Borrowings, and second , shall be made available to the Borrower as provided above.
(c)      Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, or (i) in the case of Loans in Dollars, converted to or continued as Eurocurrency Rate Loans without the consent of the Required Lenders or (ii) in the case of Loans in Alternative Currencies, converted or continued as Eurocurrency Rate Loans with an Interest Period of more than one month if the Required Lenders so notify the Borrower. During the existence of a Default, any Loans that are continued or converted to Eurocurrency Rate Loans as provided in this clause (c), unless the Required Lenders shall otherwise consent, shall have a one month Interest Period.
(d)      The Administrative Agent shall promptly notify the Borrower and the Appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Appropriate Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e)      After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than ten Interest Periods in effect in respect of the Term Facility. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than ten Interest Periods in effect in respect of the Revolving Facility.
2.03.      Letters of Credit .
(a)      The Letter of Credit Commitment .
(i)      Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.03 , (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (x) the Outstanding Amount of the Revolving Loans of

-49-




any Revolving Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Revolving Lender’s Revolving Commitment, and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Notwithstanding the foregoing or anything to the contrary contained herein, no L/C Issuer shall be obligated to issue, amend or extend any Letter of Credit if, immediately after giving effect thereto, the outstanding L/C Obligations in respect of all Letters of Credit issued by such L/C Issuer would exceed such Person’s L/C Issuer Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(ii)      The L/C Issuer shall not issue any Letter of Credit, if:
(A)      subject to Section 2.03(b)(iii) , the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or
(B)      the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date.
(iii)      The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(A)      any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;



-50-




(B)      the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(C)      except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $25,000, in the case of a standby Letter of Credit;
(D)      except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E)      any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv) ) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F)      the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv)      The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v)      The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi)      The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.



-51-




(b)      Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit .
(i)      Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.
(ii)      Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or its applicable Subsidiary, as the case may be, or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.

-52-




(iii)      If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time; provided , however , that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Lender, or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension or (C) the expiry date of such extended Letter of Credit would be later than the Letter of Credit Expiration Date, and the Borrower has not Cash Collateralized the Outstanding Amount of the L/C Obligations as of such extension date in respect of such Letter of Credit.
(iv)      Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(c)      Drawings and Reimbursements; Funding of Participations .
(i)      Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “ Honor Date ”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided , however , that in the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the L/C Issuer in Dollars, and the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “ Unreimbursed Amount ”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Borrowing of Base

-53-




Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Revolving Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii)      Each Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii) , each Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.
(iii)      With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03 .
(iv)      Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.
(v)      Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c) , shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Revolving Loan Notice). No such making of an L/C Advance shall relieve or otherwise

-54-




impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi)      If any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii) , then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.
(d)      Repayment of Participations .
(i)      At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c) , if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in Dollars and in the same funds as those received by the Administrative Agent.
(ii)      If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
(e)      Obligations Absolute . The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:


-55-




(i)      any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;
(ii)      the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary thereof may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
(iii)      any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
(iv)      waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;
(v)      honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;
(vi)      any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, as applicable;
(vii)      any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or
(viii)      any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary thereof.
The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

-56-




(f)      Role of L/C Issuer . Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided , however , that this assumption is not intended to, and shall not, preclude the Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.03(e) ; provided , however , that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
(g)      Applicability of ISP . Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

-57-




(h)      Letter of Credit Fees . The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Percentage a Letter of Credit fee in Dollars (the “ Letter of Credit Fee ”) for each Letter of Credit equal to the Applicable Margin times the daily amount available to be drawn under such Letter of Credit; provided , however , any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.15(a)(iv) , with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09 . Letter of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Margin during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.
(i)      Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer . The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee in Dollars with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter or in any other agreement between the Borrower and the L/C Issuer, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the last Business Day of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09 . In addition, the Borrower shall pay directly to the L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
(j)      Conflict with Issuer Documents . In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
(k)      Letters of Credit Issued for Subsidiaries . Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the

-58-




account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.
(l)      L/C Issuer Reports to the Administrative Agent . Unless otherwise agreed by the Administrative Agent, each L/C Issuer (other than Bank of America) shall, in addition to its notification obligations set forth elsewhere in this Section, provide the Administrative Agent a Letter of Credit Report, as set forth below:
(i)      on any Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer; and
(ii)      for so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent (A) on the last Business Day of each calendar month, (B) at all other times a Letter of Credit Report is required to be delivered pursuant to this Agreement, and (C) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation and/or disbursement, in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed with the information for every outstanding Letter of Credit issued by such L/C Issuer.
2.04.      Prepayments .
(a)      Optional Prepayments of Revolving Loans. The Borrower may, upon written notice (or telephonic notice promptly confirmed in writing) (together with any prepayment notice given with respect to Term Loans under Section 2.04(b) , each, an “ Optional Prepayment Notice ”) to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (i) such Optional Prepayment Notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Revolving Loans and (B) on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Eurocurrency Rate Revolving Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such Optional Prepayment Notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurocurrency Rate Revolving Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Each Optional Prepayment Notice given under this Section 2.04(a) shall be irrevocable; provided , however , that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Prepayment Notice may be revoked by the Borrower giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (and for the avoidance of doubt, the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04 ) incurred by the Administrative Agent, any

-59-




Lender, L/C Issuer or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 . Subject to Section 2.15 , each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages.
(b)      Optional Prepayments of Term Loans . The Borrower shall have the right at any time to prepay the Term Loans on or before the applicable Maturity Date as a whole, or in part, by providing an Optional Prepayment Notice not less than three (3) Business Days prior written notice to the Administrative Agent, without premium or penalty, provided that, subject to compliance with Section 3.05 , (a) each partial prepayment shall be in principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (b) each partial prepayment shall be allocated among the Appropriate Lenders in accordance with such Lender’s Applicable Percentage of the applicable Term Loans. Each such Optional Prepayment Notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if Eurocurrency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Each Optional Prepayment Notice given under this Section 2.04(b) shall be irrevocable; provided , however , that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Prepayment Notice may be revoked by the Borrower giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (and for the avoidance of doubt, the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04 ) incurred by the Administrative Agent, any Lender or other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal of the Term Loans hereunder shall include all interest accrued to the date of prepayment and shall be applied against the scheduled installments of principal due on the applicable Term Loans as directed by the Borrower in the Optional Prepayment Notice. No amount repaid with respect to the Term Loans may be reborrowed.
(c)      Mandatory Prepayments .
(i)      If for any reason the (A) Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect or (B) the L/C Obligations at any time exceed any applicable L/C Issuer Sublimit then in effect or the Letter of Credit Sublimit then in effect (as applicable), the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided ,

-60-




however , that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(c)(i) unless after the prepayment in full of the Revolving Loans the Total Revolving Outstandings exceeds the Aggregate Revolving Commitments then in effect.
(ii)      Upon the consummation of any Asset Sale that results in the realization by such the Borrower or any of its Subsidiaries of Net Cash Proceeds in excess of $100,000,000 in any fiscal year, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such excess Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iv) below); provided however , that, with respect to any Net Cash Proceeds realized pursuant to an Asset Sale, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Asset Sale), and so long as no Default shall have occurred and be continuing, in lieu of the Borrower prepaying the Term Loans, the Borrower or any Subsidiary (or any Restricted Subsidiary, if the assets sold pursuant to such Asset Sale were assets of the Borrower or a Restricted Subsidiary) may reinvest an amount equal to all or any portion of such excess Net Cash Proceeds in properties and assets (including Equity Interests) that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Borrower and its Subsidiaries in compliance with Section 7.07 so long as within 360 days after the receipt of such excess Net Cash Proceeds such reinvestment shall have been consummated or the Borrower or such Subsidiary shall have entered into a definitive agreement for such reinvestment within such 360 day period and subsequently makes such reinvestment within 180 days thereafter (in either case as certified by the Borrower in writing to the Administrative Agent); and provided further , however , that the amount of any such excess Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.04(c)(ii) .
(iii)      Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03 ), the Borrower shall prepay an aggregate principal amount of the Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (iv) below).
(iv)      Prepayments of the Term Loans made pursuant to Section 2.04(c)(ii) or (iii) above shall be applied to the remaining principal repayment installments thereof under Section 2.06(b) on a pro rata basis.
(v)      Notwithstanding any other provisions of this Section 2.04(c) , (A) to the extent that the repatriation to the United States of any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary (“ Foreign Asset Sale ”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable material Organization Documents, an amount equal to the Net Cash Proceeds that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.04(c) so long, but only so long, as the applicable local law or applicable material Organization Documents would not otherwise permit repatriation to the United States (and the

-61-




Borrower hereby agrees to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation even if the Borrower does not intend to actually repatriate such cash, so that an amount equal to the full amount of such Net Cash Proceeds will otherwise be subject to repayment under this Section 2.04(c) ), and if within one (1) year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Net Cash Proceeds is permissible under the applicable local law or applicable material Organization Documents, even if such cash is not actually repatriated at such time, an amount equal to the amount of the Net Cash Proceeds will be promptly (and in any event not later than five (5) Business Days) applied (net of an amount equal to the additional taxes of the Borrower, its Subsidiaries and the direct and indirect holders of Equity Interests in the Borrower that would be payable or reserved against and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrower to the repayment of the Term Loans pursuant to this Section 2.04(c) and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Asset Sale would have material adverse tax consequences with respect to such Net Cash Proceeds, an amount equal to such Net Cash Proceeds that would be so affected will not be subject to prepayment under this Section 2.04(c) ; provided that in the case of each of subclauses (A) and (B) , nonpayment prior to the time such amounts must be repatriated shall not constitute an Event of Default (and such amounts shall be available (1) first, to repay local foreign indebtedness owing to third parties, if any, and (2) thereafter, for working capital purposes of the Borrower and its Subsidiaries, in each case, subject to the prepayment provisions in this Section 2.04(c) ).
(vi)      For the avoidance of doubt, nothing in this Section 2.04(c) shall require the Borrower to cause any amounts to be repatriated to the United States (whether or not such amounts are used in or excluded from the determination of the amount of any mandatory prepayments hereunder).
2.05.      Termination or Reduction of Commitments .
(a)      Optional . The Borrower may, upon written notice (or telephonic notice promptly confirmed in writing) (an “ Optional Termination/Reduction Notice ”) to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such Optional Termination/Reduction Notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. Each Optional Termination/Reduction Notice shall be irrevocable; provided , however , that any such Optional Termination/Reduction Notice may state that such Optional Termination/Reduction Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds

-62-




from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Termination/Reduction Notice may be revoked by the Borrower giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent on or prior to the date for prepayment specified in such Optional Termination/Reduction Notice if such condition is not satisfied (and for the avoidance of doubt, the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Section 10.04 ) incurred by the Administrative Agent, any Lender, L/C Issuer or other Person in connection with any Optional Termination/Reduction Notice or revocation thereof). The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.
(b)      Mandatory . The aggregate Term Commitments shall be automatically and permanently reduced to zero upon the making of the Term Loans.
2.06.      Repayment of Loans .
(a)      The Borrower shall repay to the Revolving Lenders on the Revolving Maturity Date the aggregate principal amount of Revolving Loans outstanding on such date.
(b)      The Borrower shall repay the Term Loans in equal quarterly installments, on the last Business Day of each March, June, September and December (commencing on June 30, 2018), each such installment in the amount of 1.25% of the respective Term Borrowing on the Closing Date (which amounts shall be reduced as a result of the application of prepayments in accordance with the order set forth in Section 2.04(b) or 2.04(c) , as applicable). The Borrower shall repay to the Term Lenders, on the Term Maturity Date, the remaining principal amount of Term Loans outstanding on such date.
2.07.      Interest .
(a)      Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Revolving Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Margin; (ii) each Base Rate Revolving Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin; and (iii) each Eurocurrency Rate Term Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Margin.




-63-




(b)      (1)    If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(i)      If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(ii)      Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iii)      Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c)      Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
2.08.      Fees. In addition to certain fees described in subsections (h) and (i) of Section 2.03 :
(a)      Facility Fee . The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Percentage, a facility fee (the “ Facility Fee ”) in Dollars equal to the Applicable Margin times the actual daily amount of the Aggregate Revolving Commitments, regardless of usage (or, if the Aggregate Revolving Commitments have terminated, of the Total Revolving Outstandings). The Facility Fee shall accrue at all times until the Facility Termination Date, and shall be due and payable quarterly (and at maturity) in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.
(b)      Lender Fees . The Borrower shall pay to the Lenders fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
(c)      Other Fees . The Borrower shall pay to the Administrative Agent or the Left Lead Arranger, as applicable, for its own account, fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

-64-




2.09.      Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin .
(a)      All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year) or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a) , bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice.
(b)      If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Net Lease Adjusted Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Lease Adjusted Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, within three (3) Business Days of demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This subsection shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Sections 2.03(c)(iii) , 2.03(h) or 2.07(b) or under Article VIII . The Borrower’s obligations under this subsection shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.
2.10.      Evidence of Debt .
(a)      The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition

-65-




to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.
(b)      In addition to the accounts and records referred to in subsection (a), each Revolving Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Revolving Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
2.11.      Payments Generally; Administrative Agent’s Clawback .
(a)      General . All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in the currency in which such Loan was made and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(b)      (1)     Funding by Lenders; Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurocurrency Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the

-66-




applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(i)      Payments by Borrower; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.
A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
(c)      Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d)      Obligations of Lenders Several . The obligations of the Appropriate Lenders hereunder to make Term Loans and Revolving Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 10.04(c) , as applicable, are several and not joint. The failure of any Appropriate Lender to make any Term Loan or Revolving Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Term Loan or Revolving Loan, to purchase its participation or to make its payment under Section 10.04(c) .





-67-




(e)      Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
2.12.      Sharing of Payments by Lenders . If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Revolving Loans or Term Loans made by it, or the participations in L/C Obligations held by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Revolving Loans, Term Loans, or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Revolving Loans and/or Term Loans and subparticipations in L/C Obligations of the other Appropriate Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Appropriate Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Term Loans and other amounts owing them, provided that:
(i)      if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii)      the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.14 , or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or Term Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.
2.13.      Increase in Commitments .
(a)      Request for Increase . Provided there exists no Default, except as provided in clause (e) below, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time after the Closing Date request an increase in the Aggregate Commitments (which increase may take the form of new revolving loan tranches or term loan tranches) by an amount (for all such requests) not exceeding, in the aggregate, the Maximum Incremental Facilities Amount; provided that (x) any such request for an increase shall be in a minimum amount of $100,000,000, and (y) no Lender shall be required to participate in an increase in the applicable Commitments after such request. At the time of sending such notice, the Borrower (in consultation with the Administrative

-68-




Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Appropriate Lenders).
(b)      Lender Elections to Increase . Each Appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its applicable Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its applicable Commitment.
(c)      Notification by Administrative Agent; Additional Lenders . The Administrative Agent shall notify the Borrower and each Appropriate Lender of the Appropriate Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the L/C Issuer (which approvals shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d)      Effective Date and Allocations . If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.
(e)      Conditions to Effectiveness of Increase . As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Appropriate Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the Increase Effective Date, except (1) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties are true and correct in all respects, and (2) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this clause (i)(y)(A), the representations and warranties contained in clauses (a) and (b) of Section  5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 , and (B) no Default or Event of Default exists or would result therefrom; provided , that in the event that the Loans incurred in connection with such increased Commitments are used to finance a Permitted Acquisition or permitted Investment, the Persons providing such increased Commitments may agree to a customary “Limited Conditionality Provision”, (ii) to the extent that the increase of the Aggregate Commitments shall take the form of a new revolving loan tranche, such Revolving Commitments and Revolving Loans shall be on the same terms (as amended from time to time) (including interest rate margin and maturity date, but excluding arrangement, structuring, upfront and underwriting fees with respect to such

-69-




Revolving Loans) as, and pursuant to documentation applicable to, the initial Revolving Commitments and Revolving Loans and any new Lenders providing such additional Revolving Commitments shall consent to the provisions herein relating to the Automatic Guaranty Release, and (iii) to the extent that the increase of the Aggregate Commitments shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance satisfactory to the Administrative Agent, the Lenders providing such term loan, and the Borrower, to include such terms as are customary for a term loan commitment, including maturity, pricing and yield, amortization, voting, pro rata sharing and other terms and provisions; provided , however , that except as further set forth herein, such term loans shall be treated substantially the same as the Term Loans then outstanding (including with respect to mandatory and voluntary prepayments); provided , further , that (1) the final maturity date of any such new term loan shall be determined by the Lenders providing such term loan and the Borrower but shall in no event be earlier than the latest maturity date of the Term Loans then outstanding, (2) the Weighted Average Life to Maturity of any such term loan shall be determined by the Lenders providing such term loan and the Borrower but shall in no event be shorter than the Weighted Average Life to Maturity of any of the Term Loans then outstanding, (3) any such new term loan shall rank pari passu or junior in right of payment with the Revolving Loans and the Term Loans then outstanding and shall be subject to mandatory prepayment on a pari passu or less than pari passu basis with the Term Loans then outstanding, (4) the Borrower may appoint a different administrative agent with respect to a new term loan tranche to refinance the Existing Japanese Yen Loan if such tranche is denominated in Yen, (5) any new Lenders providing such additional term loans shall consent to the provisions herein relating to the Automatic Guaranty Release, and (6) the pricing (including interest rate margins, any interest rate floors, original issue discount and upfront fees) shall be determined by the Lenders providing such new term loan and the Borrower. To the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section, either (a) the Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date or (b) the Revolving Lenders whose Applicable Percentages have decreased may assign a portion of their Revolving Loans to other Revolving Lenders whose Applicable Percentages have increased; provided that in each case the Borrower shall pay any additional amounts required pursuant to Section 3.05 .
(f)      Conflicting Provisions . This Section shall supersede any provisions in Section 2.12 or 10.01 to the contrary.
2.14.      Cash Collateral .
(a)      Certain Credit Support Events . Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations, or (iii) if the Outstanding Amount of the L/C Obligations exceeds 110% of the Letter of Credit Sublimit, the Borrower shall Cash Collateralize the amount by which the Outstanding Amount of the L/C Obligations exceeds the Letter of Credit Sublimit. At any time that there shall exist a Defaulting Lender, promptly upon the request of the Administrative Agent or the L/C Issuer, the Borrower shall deliver to the Administrative Agent

-70-




Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender).
(b)      Grant of Security Interest . The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Appropriate Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c) . If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, within one (1) Business Day of demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.
(c)      Application . Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.03 , 2.04 , 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.
(d)      Release . Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi) )) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided , however , (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.14 may be otherwise applied in accordance with Section 8.03 ), and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

-71-






2.15.      Defaulting Lenders .
(a)      Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
(i)      Waivers and Amendments . That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders”, “Required Revolving Lenders”, “Required Term Lenders”, and Section 10.01 .
(ii)      Defaulting Lender Waterfall . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer hereunder; third , to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14 ; fourth , as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14 ; sixth , to the payment of any amounts owing to the Lenders or the L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and

-72-




unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(iv) . Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(iii)      Certain Fees . That Defaulting Lender (x) shall not be entitled to receive any Facility Fee pursuant to Section 2.08(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender for any period during which that Lender is a Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(h) .
(iv)      Reallocation of Applicable Percentages to Reduce Fronting Exposure . All or any part of such Defaulting Lender’s participation in L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages in respect of the Revolving Facility (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
(b)      Defaulting Lender Cure . If the Borrower, the Administrative Agent and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv) ), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
2.16.      Extension of Maturity Date in Respect of Revolving Facility and Term Facility .
(a)      Requests for Extension . The Borrower may, from time to time by notice (an “ Extension Request Notice ”) to the Administrative Agent (who shall promptly notify the Revolving Lenders or the Term Lenders, as applicable) not earlier than 45 days and not later than 35 days prior to the then-existing Revolving Maturity Date or the then‑existing Term Maturity Date, respectively (with respect to the

-73-




Revolving Facility, the “ Existing Revolving Maturity Date ”, and with respect to the Term Facility, the “ Existing Term Maturity Date ”), request that each Applicable Lender extend such Lender’s Revolving Maturity Date, or Term Maturity Date, as applicable, for an additional 364 days from the Existing Revolving Maturity Date or the Existing Term Maturity Date, as applicable.
(b)      Lender Elections to Extend . Each Revolving Lender or Term Lender, as applicable, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not earlier than 30 days prior to the Existing Revolving Maturity Date or Existing Term Maturity Date, as applicable, and not later than the date (the “ Notice Date ”) that is 20 days prior to the Existing Revolving Maturity Date or the Existing Term Maturity Date, as applicable, advise the Administrative Agent whether or not such Revolving Lender or Term Lender, as applicable, agrees to such extension (and each Revolving Lender or Term Lender, as applicable, that determines not to so extend its Revolving Maturity Date or Term Maturity Date, respectively (a “ Non-Extending Lender ”)), shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Revolving Lender or Term Lender, as applicable, that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Revolving Lender or Term Lender, as applicable, to agree to such extension shall not obligate any other Revolving Lender or Term Lender, as applicable, to so agree.
(c)      Notification by Administrative Agent . The Administrative Agent shall notify the Borrower of each Revolving Lender’s or Term Lender’s, as applicable, determination under this Section no later than the date 15 days prior to the Existing Revolving Maturity Date or the Existing Term Maturity Date, as applicable (or, if such date is not a Business Day, on the next preceding Business Day).
(d)      Additional Commitment Lenders . The Borrower shall have the right to replace each Non-Extending Lender effective as of the Existing Revolving Maturity Date or Existing Term Maturity Date, as applicable with, and add as “Revolving Lenders” or “Term Lenders”, as applicable, under this Agreement in place thereof, one or more Eligible Assignees (each, an “ Additional Revolving Commitment Lender ” or “ Additional Term Commitment Lender ”, as applicable) as provided in Section 10.13 ; provided that each of such Additional Revolving Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Revolving Commitment Lender shall, effective as of the Existing Revolving Maturity Date, undertake a Revolving Commitment (and if any such Additional Revolving Commitment Lender is already a Revolving Lender, its Revolving Commitment shall be in addition to any other Revolving Commitment of such Lender hereunder on such date).
(e)      Extension Requirement .
(i)      With respect to the Revolving Facility, if (and only if) the total of the Revolving Commitments of the Revolving Lenders that have agreed so to extend the Revolving Maturity Date (each, an “ Extending Revolving Lender ”) and the additional Revolving Commitments of the Additional Revolving Commitment Lenders shall be more than 50.00% (or such lesser percentage as may be acceptable to all of the Extending Revolving Lenders, the Administrative Agent and the Borrower; provided that if a lesser percentage agree to extend, the Administrative Agent, upon the request of the Borrower, shall provide notice of the percentage agreeing to

-74-




extend to the Extending Revolving Lenders and such extension shall not become effective unless all such Extending Revolving Lenders confirm their consent to such extension as provided in the original Extension Request Notice) of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Revolving Maturity Date, then, effective as of the Existing Revolving Maturity Date, the Revolving Maturity Date of the Revolving Loans of the Extending Revolving Lenders and Additional Revolving Commitment Lenders shall be extended to the date falling 364 days after the Existing Revolving Maturity Date (except that, if such date is not a Business Day, such Revolving Maturity Date as so extended shall be the next preceding Business Day) and each Additional Revolving Commitment Lender shall thereupon become a “Revolving Lender” for all purposes of this Agreement.
(ii)      With respect to the Term Facility, if (and only if) the total of the Outstanding Amount of Term Loans of the Term Lenders that have agreed so to extend their Term Maturity Date (each, an “ Extending Term Lender ”) and the Outstanding Amount of Term Loans of the Additional Term Commitment Lenders shall be more than 50.00% (or such lesser percentage as may be acceptable to all of the Extending Term Lenders, the Administrative Agent and the Borrower; provided that if a lesser percentage agree to extend, the Administrative Agent, upon the request of the Borrower, shall provide notice of the percentage agreeing to extend to the Extending Term Lenders and such extension shall not become effective unless all such Extending Term Lenders confirm their consent to such extension as provided in the original Extension Request Notice) of the aggregate Outstanding Amount of Term Loans immediately prior to the Existing Term Maturity Date, then, effective as of the Existing Term Maturity Date, the Term Maturity Date of the Term Loans of the Extending Term Lenders and Additional Term Commitment Lenders shall be extended to the date falling 364 days after the Existing Term Maturity Date (except that, if such date is not a Business Day, such Term Maturity Date as so extended shall be the next preceding Business Day) and each Additional Term Commitment Lender shall thereupon become a “Term Lender” for all purposes of this Agreement.
(f)      Conditions to Effectiveness of Extensions . As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Revolving Maturity Date or Existing Term Maturity Date, as applicable (in sufficient copies for each Extending Revolving Lender or Extending Term Lender, as applicable, and each Additional Revolving Commitment Lender or Additional Term Lender, as applicable) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Existing Revolving Maturity Date or Existing Term Maturity Date, as applicable, except (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16 , the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)

-75-




and (b), respectively, of Section 6.01 , and (B) no Default or Event of Default shall exist, or would result from such proposed extension. In addition, on the Revolving Maturity Date or the Term Maturity Date, as applicable, then in effect for each Non-Extending Lender, the Borrower shall prepay any Revolving Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 3.05 ) to the extent necessary to keep outstanding Revolving Loans or Term Loans, as applicable, ratable with any revised Applicable Percentages of the respective Revolving Lenders or Term Lenders, as applicable, effective as of such date.
(g)      Additional Terms of Extensions . The terms of the Extended Term Loans or Extended Revolving Commitments shall, subject to clauses (i) and (ii) below, be set forth in an Extension Amendment executed by the Borrower, the Administrative Agent, and the Extending Term Lenders or the Extending Revolving Lenders, as applicable.
(i)      The terms of the Term Loans with a Maturity Date that has been extended pursuant to this Section 2.16 (the “ Extended Term Loans ”) shall be substantially similar to or no more favorable to the Extending Term Lenders than those applicable to the non-extended Term Loans (the “ Existing Term Loans ”), except (1) the scheduled final maturity date shall be extended to the date requested in the applicable Extension Request Notice, (2) (A) the yield with respect to the applicable Extended Term Loans may be higher or lower than the yield for the Existing Term Loans, and/or (B) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased yield contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (3) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the applicable Extension Amendment, (4) the amortization schedule set forth in Section 2.06 applicable to the Existing Term Loans shall be adjusted to reflect the scheduled final maturity date of the applicable Extended Term Loans and the amortization schedule (including the principal amounts payable pursuant thereto) in respect of such Extended Term Loans set forth in the applicable Extension Amendment; provided that no changes to scheduled amortization pursuant to the preceding clause (4) shall take effect prior to the Existing Term Maturity Date and no changes shall result in a change to the percentage set forth in Section 2.06(b) or the calculation of such scheduled amortization in respect of the Term Loans thereafter; provided further, that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Existing Term Loans and (5) the covenants set forth in Article VII may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment; provided that (x) such modifications become effective only after the latest Maturity Date in effect immediately prior to giving effect to such Extension Amendment or (y) this Agreement is amended in accordance with Section 10.01 (which amendment may be effected by the Administrative Agent and the Borrower to the extent permitted by clause (vi)(2) of the last paragraph in Section 10.01 ) so that such covenants apply to all of the then-existing Facilities) (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.12 or Section 10.08 ). Each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without

-76-




limitation, the provisions set forth in Section 2.04(c)(iv)) applicable to Term Loans (except to the extent otherwise set forth in the applicable Extension Amendment) and the other Loan Documents, and shall, without limiting the foregoing, at all times prior to the Automatic Guaranty Release, benefit equally and ratably from the Multiparty Guaranty. Any Extended Term Loan shall constitute a separate tranche of Term Loans from the Existing Term Loans from which they were modified.
(ii)      The terms of the Revolving Commitments with a Maturity Date that has been extended pursuant to this Section 2.16 (the “ Extended Revolving Commitments ” and any related Revolving Loans, the “ Extended Revolving Loans ”) shall be substantially similar to or no more favorable to the Extending Revolving Lenders, as applicable, than those applicable to the non-extended Revolving Commitments (the “ Existing Revolving Commitments ” and any related Revolving Loans, the “ Existing Revolving Loans ”), except (1) the scheduled final maturity date shall be extended to the date requested in the applicable Extension Request Notice, (2) (A) the yield with respect to the Extended Revolving Loans may be higher or lower than the yield for the Existing Revolving Loans, and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any increased yield contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (3) the Applicable Margin with respect to the Facility Fee for the Extended Revolving Commitments may be higher or lower than the Applicable Margin with respect to the Facility Fee for the Existing Revolving Commitments, and (4) the covenants set forth in Article VII may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, provided that (x) such modifications become effective only after the latest Maturity Date in effect immediately prior to giving effect to such Extension Amendment or (y) or this Agreement is amended in accordance with Section 10.01 (which amendment may be effected by the Administrative Agent and the Borrower to the extent permitted by clause (v)(2) of the last paragraph in Section 10.01 ) so that such covenants apply to all of the then-existing Facilities) (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.12 or Section 10.08 ). Each Lender holding Extended Revolving Commitments shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, at all times prior to the Automatic Guaranty Release, benefit equally and ratably from the Multiparty Guaranty. Any Extended Revolving Commitments and Extended Revolving Loans shall constitute a separate tranche of Revolving Commitments and Revolving Loans from the Existing Revolving Commitments or Existing Revolving Loans from which they were modified. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Existing Revolving Commitments, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Commitments. In addition, if the relevant Extension Amendment provides for the extension of the Letter of Credit Sublimit, and with the consent of the L/C Issuer, participations in Letters of Credit expiring on or after the latest Revolving Maturity Date for

-77-




any Revolving Loans then in effect shall, on the Letter of Credit Expiration Date, be re-allocated from Lenders with Existing Revolving Commitments to Lenders holding Extended Revolving Commitments in accordance with the terms of such Extension Amendment; provided , that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the Letter of Credit Fees applicable thereto) shall be adjusted accordingly.
(h)      Conflicting Provisions . This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.
2.17.      Credit Agreement Refinancing Facilities .
(a)      The Borrower may, by written notice to the Administrative Agent from time to time, request (x) Replacement Revolving Commitments to replace all of any existing Class of Revolving Commitments (the “ Replaced Revolving Commitments ”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans to refinance all of any existing Class of Term Loans (the “ Refinanced Term Loans ”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs premiums (if any) and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the applicable Credit Agreement Refinancing Facility, (ii) the date on which the applicable Credit Agreement Refinancing Facility is to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) whether such Credit Agreement Refinancing Facilities are Replacement Revolving Commitments or Refinancing Term Loans. The Borrower may seek Credit Agreement Refinancing Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender.
(b)      It shall be a condition precedent to the effectiveness of any Credit Agreement Refinancing Facility and the incurrence of any Refinancing Term Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the date such Credit Agreement Refinancing Facility becomes effective and the Refinancing Term Loans are made, except (x) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, and (y) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this clause (ii)(y), the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 ; (iii) the terms of the Credit Agreement Refinancing Facility shall comply with Section 2.17(c) and (iv) (x) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees, costs, premiums

-78-




(if any) and expenses related thereto (including any original issue discount or upfront fees) payable in connection therewith) and (y) substantially concurrently with the effectiveness of any such Replacement Revolving Commitments, all of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and all of the Revolving Loans then outstanding, together with interest thereon and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid.
(c)      The terms of any Credit Agreement Refinancing Facility shall be determined by the Borrower and the applicable Credit Agreement Refinancing Facility Lenders and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Commitments shall not be earlier than the maturity or termination date of the applicable Refinanced Term Loans or Replaced Revolving Commitments, respectively, then in effect, (ii) (A) there shall be no scheduled amortization of the Replacement Revolving Commitments and (B) the Weighted Average Life to Maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Facilities will rank pari passu in right of payment with the Revolving Loans and the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Facilities shall be determined by the Borrower and the applicable Credit Agreement Refinancing Facility Lenders, (v) any Refinancing Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the applicable Refinancing Amendment, (vi) the terms in respect of the applicable Credit Agreement Refinancing Facility shall be substantially similar to and no more favorable to the applicable Credit Agreement Refinancing Facility Lenders than the terms of the Replaced Revolving Commitments and Refinanced Term Loans being replaced or refinanced, as applicable; provided that the covenants set forth in Article VII may be modified with respect to such Credit Agreement Refinancing Facility in a manner acceptable to the Borrower, the Administrative Agent and the applicable Credit Agreement Refinancing Facility Lenders; provided that (x) such modifications become effective only after the latest Maturity Date in effect immediately prior to giving effect to such Refinancing Amendment or (y) this Agreement is amended in accordance with Section 10.01 (which amendment may be effected by the Administrative Agent and the Borrower to the extent permitted by clause (vii)(2) of the last paragraph in Section 10.01 ) so that such covenants apply to all of the then-existing Facilities), and (vii) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d)      In connection with any Credit Agreement Refinancing Facility pursuant to this Section 2.17 , the Borrower, the Administrative Agent and each applicable Credit Agreement Refinancing Facility Lender shall execute and deliver to the Administrative Agent a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Facilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.17 , including any amendments necessary to establish

-79-




the applicable Credit Agreement Refinancing Facility as a new Class or tranche of Term Loans or Revolving Commitments (as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-refinanced tranches and to provide for the reallocation of participation in outstanding Letters of Credit upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.17 . Upon effectiveness of any Replacement Revolving Commitments pursuant to this Section 2.17 , each Revolving Lender with a Revolving Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Replacement Revolving Lender) will equal its Applicable Percentage. If, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall upon the effectiveness of such Replacement Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder so that Revolving Loans are thereafter held by the Revolving Lenders (including each Replacement Revolving Lender) according to their Applicable Percentage, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Lender in accordance with Section 3.05 . The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01.      Taxes .
(a)      Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes . (1) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the Withholding Agent shall be entitled to make such deduction or withholding.





-80-




(i)      If any Withholding Agent shall be required by any applicable Laws to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required, (B) such Withholding Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01 ) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(b)      Payment of Other Taxes by the Loan Parties . Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(c)      Tax Indemnifications .
(i)      Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01 ) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.
(ii)      Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Party to do so), (y) the Administrative Agent and the Loan Party, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Party, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under

-81-




this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii) .
(d)      Evidence of Payments . Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by any Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01 , the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.
(e)      Status of Lenders; Tax Documentation .
(i)      Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or the taxing authorities of a jurisdiction pursuant to such applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation either (A) set forth in Section 3.01(e)(ii)(A) , (ii)(B) and (ii)(D) below or (B) required by applicable law other than the Code or the taxing authorities of the jurisdiction pursuant to such applicable law to comply with the requirements for exemption or reduction of withholding tax in that jurisdiction) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii)      Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,
(A)      any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W‑9 certifying that such Lender is exempt from U.S. federal backup withholding tax;



-82-




(B)      any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(I)
in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W‑8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(II)
executed originals of IRS Form W-8ECI;
(III)
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN-E; or
(IV)
to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W‑8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner;
(C)      any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such

-83-




supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D)      if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D) , “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iii)      Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
(f)      Treatment of Certain Refunds, Etc . Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund or credit in lieu of a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01 , it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall

-84-




not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.
(g)      Survival . Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
(h)      For the purposes of this Section 3.01 , the term “Lender” includes any L/C Issuer and the term “applicable law” includes FATCA.
3.02.      Illegality . If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans (whether denominated in Dollars or an Alternative Currency) whose interest is determined by reference to the Eurocurrency Rate, or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the London or other applicable offshore interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans, shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, as the case may be, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

-85-





3.03.      Inability to Determine Rates .
(a)      If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines that (x) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (y) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Eurocurrency Rate Loan or the Eurocurrency Rate component of the Base Rate, or (ii) the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or any conversion or continuation thereof does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (A) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (B) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (1) in the case of Revolving Loans denominated in Dollars, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein, and (2) in the event an alternative rate cannot be determined in accordance with clause (b) below, in the case of Revolving Loans denominated in an Alternative Currency, SEK Term Loans or Sterling Term Loans, the Borrower shall prepay such Loans at the end of the then current Interest Period for such Loans. Upon any such prepayment or conversion, as the case may be, the Borrower shall also pay accrued interest on the amount so prepaid or converted.
(b)      Notwithstanding the foregoing, in the case of a request for or conversion or continuation of a Eurocurrency Rate Loan in an Alternative Currency as to which the Administrative Agent or the Required Lenders, as applicable, have made the determination described in clause (a) above (in each case, for the avoidance of doubt, after applying any comparable or successor rate to LIBOR (or other relevant Eurocurrency Rate), if applicable, in accordance with the definition of “Eurocurrency Rate”), (i) the Borrower shall be deemed to have requested a Eurocurrency Rate Loan or conversion or continuation, as applicable, in such Alternative Currency (the “ Impacted Loans ”) with the next shortest Interest Period available as to which no such determination under clause (a) above would be made, and (ii) (x) if no such Interest Period is available, the Administrative Agent and the Borrower, with the agreement of the Required Lenders, may establish an alternative interest rate for the Impacted Loans, and (y) if the Administrative Agent, the Borrower and the Required Lenders are unable to agree on such an alternative rate of interest, the Administrative Agent, with the consent of the Required Lenders, may establish an alternative interest rate for the Impacted Loans. Such alternative rate of interest as determined in accordance with clause (ii) above shall apply with respect to the Impacted Loans until (A) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under

-86-




clause (a) above, (B) the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans (in which case the Required Lenders shall determine an appropriate alternative rate of interest in accordance with clause (ii)(y) above), or (C) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof, and in the case of subclause (C), the Impacted Loans shall be repaid as provided in subsection (a) above.
3.04.      Increased Costs; Reserves on Eurocurrency Rate Loans .
(a)      Increased Costs Generally . If any Change in Law shall:
(i)      impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) , other than as set forth below) or the L/C Issuer;
(ii)      subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b)  through (d)  of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii)      impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.




-87-




(b)      Capital Requirements . If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.
(c)      Certificates for Reimbursement . A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.
(d)      Delay in Requests . Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).
(e)      Reserves on Eurocurrency Rate Loans . The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided that the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.


-88-




3.05.      Compensation for Losses . Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
(a)      any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b)      any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or
(c)      any failure by the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or, in the case of any Loan, any payment thereof in a different currency; or
(d)      any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13 ;
including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05 , each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London or other applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.
3.06.      Mitigation Obligations; Replacement of Lenders .
(a)      Designation of a Different Lending Office . Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If (i) any Lender requests compensation under Section 3.04 , (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01 , or (iii) any Lender gives a notice pursuant to Section 3.02 , then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (A) would eliminate or reduce the amounts payable pursuant to Sections 3.01 or 3.04 , as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02 , as applicable, and (B) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and

-89-




would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.
(b)      Replacement of Lenders . If any Lender requests compensation under Section 3.04 , or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a) , the Borrower may replace such Lender in accordance with Section 10.13 .
3.07.      Survival . All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.
ARTICLE IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01.      Conditions of Initial Credit Extension . The obligations of the L/C Issuer and each Lender to make its initial Credit Extensions hereunder are subject to satisfaction of the following conditions precedent:
(a)      The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:
(i)      executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii)      Notes executed by the Borrower in favor of each Lender requesting Notes;
(iii)      a certificate from a Responsible Officer of each of the Loan Parties (A) attesting to the resolutions of such Person’s Board of Directors (or equivalent) and, if necessary, shareholders (or equivalent) of such Person, authorizing its execution, delivery, and performance of this Agreement and any other Loan Documents to which such Person is to become a party, (B) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party, and (C) certifying as true, correct and complete, copies of such Person’s Organization Documents, as amended, modified, or supplemented to the date hereof;
(iv)      such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such

-90-




qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v)      a favorable opinion of Orrick, Herrington & Sutcliffe LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and in form and substance satisfactory to the Administrative Agent;
(vi)      a certificate of a Responsible Officer (x) of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required and (y) of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(vii)      a duly completed Compliance Certificate as of the last day of the fiscal quarter of Equinix ended on September 30, 2017 ( provided that compliance with financial covenants shall be calculated on a pro forma basis after giving effect to the Indebtedness incurred hereunder and the use of proceeds thereof on the Closing Date), signed by a Responsible Officer of the Borrower;
(viii)      pay-off statements and/or lien release authorizations from the Existing Administrative Agent with respect to all obligations under the Existing Credit Agreement and other Existing Loan Documents;
(ix)      evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(x)      lien search results, dated as of a recent date, together with copies of all effective Uniform Commercial Code financing statements that name any Loan Party as debtor; and
(xi)      such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require.
(b)      Any fees required to be paid to the Administrative Agent, the Left Lead Arranger or the Lenders on or before the Closing Date shall have been paid, including, without limitation, any fees to Lenders as shall have been separately agreed upon in writing in the amounts so specified.
(c)      The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings ( provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

-91-




Without limiting the generality of the provisions of the last paragraph of Section 9.03 , for purposes of determining compliance with the conditions specified in this Section 4.01 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
4.02.      Conditions to All Credit Extensions . The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:
(a)      The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02 , the representations and warranties contained in clauses (a) and (b) of Section  5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 .
(b)      No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c)      The Administrative Agent and, if applicable, the L/C Issuer shall have received a Request for Credit Extension (or, if the Credit Extension requested is a Loan, telephonic notice followed immediately by delivery of a written Loan Notice) in accordance with the requirements hereof.
(d)      In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.
Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.


-92-




ARTICLE V.
REPRESENTATIONS AND WARRANTIES
Each of the Borrower and Guarantors represents and warrants to the Administrative Agent and the Lenders that:
5.01.      Existence, Qualification and Power . Each Loan Party and each Restricted Subsidiary (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) with respect to each such Loan Party only, execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except (x) in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (y) in the case referred to in clause (a) with respect to any Restricted Subsidiary that is not a Loan Party, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
5.02.      Authorization; No Contravention . The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, violate any Law.
5.03.      Governmental Authorization; Other Consents . No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.
5.04.      Binding Effect . This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.


-93-




5.05.      Financial Statements; No Material Adverse Effect .
(a)      The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Equinix and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except, with respect to GAAP application only, as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Equinix and its Subsidiaries as of the date thereof, including liabilities for material taxes, material commitments and Indebtedness.
(b)      The unaudited consolidated balance sheets of Equinix and its Subsidiaries dated September 30, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Equinix and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c)      Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
5.06.      Litigation . Except as disclosed in Equinix’s public filings with the SEC prior to the Closing Date, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
5.07.      No Default . Neither any Loan Party nor any Restricted Subsidiary is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.
5.08.      Ownership of Property; Liens . The Borrower and each of its Restricted Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its Restricted Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01 .


-94-




5.09.      Environmental Compliance . The Borrower conducts in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on the Borrower and its Restricted Subsidiaries’ respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
5.10.      Insurance . The properties of the Borrower and its Restricted Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and retentions and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or its Restricted Subsidiaries operate.
5.11.      Taxes . The Borrower and its Restricted Subsidiaries have filed all Federal and state income and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any wholly-owned Subsidiary thereof is party to any tax sharing agreement other than taxing sharing agreements solely among one or more of Equinix and its past or present Affiliates (other than shareholders, directors or officers).
5.12.      ERISA Compliance .
(a)      Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter (or may rely on an opinion letter) from the Internal Revenue Service to the effect that the form of such Pension Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status.
(b)      There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no non-exempt prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.


-95-




(c)      (i) No ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and none of the Borrower or any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) none of the Borrower or any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) none of the Borrower or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.
(d)      As of the Closing Date and throughout the term of this Agreement, at least one of the following is and will be true with respect to the Borrower:
(i)      the Borrower is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,
(ii)      the transaction exemption set forth in one or more PTEs, such as PTE 84‑14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to the Borrower’s entering into and performance of this Agreement, the other Loan Documents, the Loans, the Letters of Credit or the Commitments and each action or obligation hereunder and thereunder, or
(iii)      (A) the Borrower is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Borrower to enter into and perform this Agreement, the other Loan Documents, the Loans, the Letters of Credit or the Commitments and each action or obligation hereunder and thereunder, (C) the entering into and performance of this Agreement, the other Loan Documents, the Loans, the Letters of Credit or the Commitments and each action or obligation hereunder and thereunder, each satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of the Borrower, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to the Borrower’s entering into and performance of this Agreement, the other Loan

-96-




Documents, the Loans, the Letters of Credit or the Commitments and each action or obligation hereunder and thereunder, or
(iv)      such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and the Borrower.
(e)      In addition, unless clause (d)(i) above is true with respect to the Borrower or the Borrower has not provided another representation, warranty and covenant as described in clause (d)(iv) above, the Borrower further represents and warrants, as of the date hereof and throughout the term of this Agreement, that:
(i)      none of the Administrative Agent, any Lender, the Left Lead Arranger, any other Joint Lead Arranger or any Affiliate of the foregoing is a fiduciary with respect to the assets of the Borrower (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),
(ii)      the Person making the investment decision on behalf of the Borrower with respect to the entrance into and performance of this Agreement, the other Loan Documents, the Loans, the Letters of Credit or the Commitments and each action or obligation hereunder and thereunder is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),
(iii)      the Person making the investment decision on behalf of the Borrower with respect to the entrance into and performance of this Agreement, the other Loan Documents, the Loans, the Letters of Credit or the Commitments and each action or obligation hereunder and thereunder is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),
(iv)      the Person making the investment decision on behalf of the Borrower with respect to the entrance into and performance of this Agreement, any documents related to this Agreement, the other Loan Documents, the Loans, the Letters of Credit or the Commitments and each action or obligation hereunder and thereunder is a fiduciary under ERISA or the Code, or both, with respect to this Agreement, the other Loan Documents, the Loans, the Letters of Credit or the Commitments and each action or obligation hereunder and thereunder, and
(v)      no fee or other compensation is being paid directly to the Administrative Agent, the Left Lead Arranger, any other Joint Lead Arranger or any Lender or any Affiliates of the foregoing for investment advice (as opposed to other services) in connection with the transactions contemplated hereby or by any Loan Document.
5.13.      Subsidiaries; Equity Interests . As of the Closing Date, except for currently inactive subsidiaries, (a) the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 and (b) all of the outstanding Equity Interests in each wholly-owned Subsidiary have

-97-




been validly issued, are fully paid and nonassessable and are owned by the Borrower or a Subsidiary thereof in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens (other than Liens granted pursuant to the Loan Documents or otherwise expressly permitted by Section 7.01 ). As of the Closing Date, the Borrower has no equity investments in any other corporation or entity other than (i) investments held in the ordinary course of business in or through money market funds, mutual funds, investment or brokerages accounts and other similar types of investment vehicles and accounts and (ii) those specifically disclosed in Part (b) of Schedule 5.13 . All of the outstanding Equity Interests in the Borrower have been validly issued and are fully paid and nonassessable. As of the Closing Date, (x) the Unrestricted Subsidiaries are set forth on Schedule 6.14 , (y) the aggregate Attributable Asset Share of all Unrestricted Subsidiaries does not exceed 10% of the consolidated total assets of Equinix and its Subsidiaries, and (z) the aggregate Attributable A/R Share of all Unrestricted Subsidiaries does not exceed 10% of the net accounts receivable of Equinix and its Subsidiaries.
5.14.      Margin Regulations; Investment Company Act .
(a)      None of the Loan Parties is engaged and none will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.
(b)      None of the Loan Parties is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
5.15.      Disclosure . No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent, any Lender or any Guaranteed Party in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, (a) with respect to any report, financial statement, certificate or other information concerning the target of any Permitted Acquisition, the Borrower, in each case, makes such representation only to the best of its knowledge and (b) with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.
5.16.      Compliance with Laws . Each Loan Party and each Restricted Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
5.17.      Taxpayer Identification Number . Each Loan Party’s true and correct United States taxpayer identification number is set forth on Schedule 10.02 .

-98-




5.18.      REIT Status . Equinix (a) qualifies as a REIT (without regard to any election requirement relating to the same) and (b) is in compliance with all other requirements and conditions imposed under the Code to allow it to maintain its status as a REIT.
5.19.      OFAC and Sanctions . Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower or any of its Subsidiaries, any Related Party (a) is an individual or entity currently the subject of any Sanctions or (b) is located, organized or resident in a Designated Jurisdiction. No Loan, nor the proceeds from any Loan, have been used, directly or indirectly, to lend, contribute, provide, or have otherwise been made available to fund, any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person to the extent that Person is located, organized or resident in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that could reasonably be expected to result in any violation of Sanctions by any party to this Agreement or any other Loan Document (including any Guaranteed Party).
5.20.      Anti-Corruption Laws . The Borrower, its Subsidiaries, their respective officers and employees, and, to the knowledge of the Borrower, the Borrower’s and its Subsidiaries’ directors and agents acting within the scope of their relationships with the Borrower or its Subsidiaries, have conducted their businesses in material compliance with applicable Anti-Corruption Laws and have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws.
5.21.      EEA Financial Institutions. No Loan Party is an EEA Financial Institution.
ARTICLE VI.
AFFIRMATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01 , 6.02 and 6.03 ) cause each Restricted Subsidiary to:
6.01.      Financial Statements . Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:
(a)      as soon as available, but in any event within 90 days after the end of each fiscal year of Equinix (or such later date as may be permitted after filing a single applicable request for extension with the SEC and receiving such extension within such 90 days after such fiscal year end, which later date shall not exceed 120 days after such fiscal year end), the audited and unqualified annual consolidated financial statements of Equinix, accompanied by a report and opinion thereon of an independent certified public accountant of nationally recognized standing;
(b)      as soon as available, but in any event within 45 days after the end of each fiscal quarter of Equinix (or such later date as may be permitted after filing a single applicable request for extension with the SEC and receiving such extension within such 45 days after such fiscal quarter end, which later date shall not exceed 75 days after such fiscal quarter end) (but excluding the last fiscal quarter

-99-




of Equinix’s fiscal year), quarterly company-prepared consolidated financial statements of Equinix, certified and dated by a Responsible Officer of Equinix; and
(c)      copies of the Form 10-K Annual Report and Form 10-Q Quarterly Report for Equinix concurrent with the date of filing with the SEC.
6.02.      Certificates; Other Information . Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:
(a)      concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) , a Compliance Certificate of the Borrower, signed by a Responsible Officer of the Borrower, and setting forth, among other things, (i) the information and computations (in sufficient detail) to establish compliance with all financial covenants at the end of the period covered by the financial statements then being furnished, (ii) the Consolidated Net Lease Adjusted Leverage Ratio and current Debt Rating for purposes of determining the Applicable Margin and (iii) whether there existed as of the date of such financial statements and whether there exists as of the date of the certificate, any Default or Event of Default under this Agreement and, if any such Default or Event of Default exists, specifying the nature thereof and the action the Borrower is taking and proposes to take with respect thereto;
(b)      promptly upon any request by the Administrative Agent or any Lender (but no more frequently than twice per each fiscal year of Equinix unless an Event of Default has occurred and is continuing), such other books, records, statements, lists of property and accounts, budgets, forecasts or reports as to the Borrower as the Administrative Agent or such Lender may reasonably request;
(c)      promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Equinix, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and
(d)      promptly, such additional information regarding the business or financial affairs of the Borrower or any wholly-owned Restricted Subsidiary (and with respect to any non-wholly-owned Restricted Subsidiary, such additional information regarding its business or financial affairs as is reasonably available), or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.
Documents required to be delivered pursuant to Section 6.01 or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Equinix posts such documents, or provides a link thereto on its website on the Internet at Equinix’s website address of www.equinix.com (or such other website address Equinix may provide to the Administrative Agent and each Lender in writing from time to time); provided that: (i) to the extent the Administrative Agent or any Lender is otherwise unable to receive any such electronically delivered documents, the Borrower shall, upon request by the Administrative Agent or such Lender, deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such Person, and (ii) the Borrower shall notify the Administrative Agent and each Lender (by

-100-




facsimile or electronic mail) of the posting of any such documents or provide to the Administrative Agent and the Lenders by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
The Borrower and each other Loan Party hereby acknowledges that (A) the Administrative Agent and/or the Left Lead Arranger may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “ Platform ”) and (B) certain of the Lenders (each, a “ Public Lender ”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower and each other Loan Party hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Left Lead Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07 ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Left Lead Arranger shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”
6.03.      Notices . Promptly notify the Administrative Agent and each Lender in writing of:
(a)      any Default or Event of Default;
(b)      any Material Adverse Effect, including, to the extent that any of the following could reasonably be expected to result in a Material Adverse Effect: (i) any breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws;



-101-




(c)      any change in the Borrower’s name, legal structure, place of business, or chief executive office if the Borrower has more than one place of business;
(d)      any ERISA Event;
(e)      any material change in accounting policies or financial reporting practices by the Borrower, including any determination by the Borrower referred to in Section 2.09(b) ; and
(f)      any announcement by Moody’s or S&P of any change in Debt Rating or the Borrower’s receipt of any notice from Moody’s or S&P of any such change.
Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
6.04.      Payment of Obligations . Pay and discharge, and cause each Restricted Subsidiary to pay and discharge (a) all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower; and (b) all lawful claims which, if unpaid, would by law become a Lien upon its property (other than a Lien that is not prohibited by Section 7.01 and could not reasonably be expected to have a Material Adverse Effect).
6.05.      Preservation of Existence, Etc . (a) Preserve, renew and maintain in full force and effect its and its Restricted Subsidiaries’ legal existence and good standing under the Laws of the jurisdiction of its organization except (i) in the case of a Restricted Subsidiary that is not a Loan Party, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) in a transaction permitted by Sections 7.04 or 7.05 ; (b) take all reasonable action to maintain all of its and its Restricted Subsidiaries’ rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its and its Subsidiaries’ registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.
6.06.      Maintenance of Properties . (a) Maintain, preserve and protect all of its and its Restricted Subsidiaries’ material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, and (b) make all necessary repairs thereto and renewals and replacements thereof, except in each of the foregoing clauses (a) and (b) where the failure to do so could not reasonably be expected to have a Material Adverse Effect.



-102-




6.07.      Maintenance of Insurance . Maintain insurance as is customary and usual for the business of the Borrower and each Restricted Subsidiary.
6.08.      Compliance with Laws . Comply with the Laws (including any fictitious or trade name statute), regulations, and orders of any government body with authority over the Borrower’s or any Restricted Subsidiary’s business, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. The Lenders shall have no obligation to make any advance to the Borrower except in compliance with all applicable laws and regulations and the Borrower shall fully cooperate with the Lenders and the Administrative Agent in complying with all such applicable laws and regulations.
6.09.      Books and Records . Maintain adequate books and records, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower and its Restricted Subsidiaries, as the case may be.
6.10.      Inspection Rights . Upon prior advance notice, allow the Administrative Agent, any Lender, and any of their respective agents to inspect the Borrower’s and Guarantors’ properties and examine and audit their financial records at any reasonable time; provided , however , that (a) unless an Event of Default has occurred and is continuing, no more than two such inspections, examinations and audits may be made the Administrative Agent and the Lenders (acting collectively) per fiscal year of the Borrower, (b) when an Event of Default exists, the Administrative Agent, any Lender, or any of their respective agents may do any of the foregoing (as well as make copies of books and records) at the expense of the Borrower at any reasonable time, and (c) without limiting any of the foregoing, the Borrower shall have the right (if it so elects) to have a representative of the Borrower be present during any discussions with auditors and accountants. If the properties, books or records of the Borrower are in the possession of a third party, the Borrower authorizes that third party to permit the Administrative Agent or its agents to have access to perform inspections or audits and to respond to the Administrative Agent’s requests for information concerning such properties, books and records.
6.11.      Use of Proceeds . Use the proceeds of the Credit Extensions (a) for working capital, capital expenditures, acquisitions, dividends, distributions, stock buybacks, and the issuance of Letters of Credit, in each case to the extent not prohibited hereunder, (b) to refinance existing Indebtedness of the Borrower and its Subsidiaries, and (c) for other general corporate purposes not in contravention of any Law or of any Loan Document.
6.12.      ERISA Plans . Promptly during each year, pay and cause its respective Subsidiaries to pay contributions adequate to meet at least the minimum funding standards under ERISA with respect to each and every Pension Plan; file each annual report required to be filed pursuant to ERISA in connection with each Plan for each year; and notify the Administrative Agent within 10 days of the occurrence of any Reportable Event that might constitute grounds for termination of any Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer any Pension Plan.
6.13.      Additional Subsidiary Guarantors; Automatic Release of Guarantors .

-103-




(a)      Notify the Administrative Agent (x) at any time prior to the Automatic Guaranty Release if one or more Persons constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) or (y) at any time if one or more Persons that is a Subsidiary that is not already a Guarantor hereunder Guarantees any Indebtedness under any Senior Notes Indenture or any other public or privately-placed debt securities issued by the Borrower, and, in each case, promptly thereafter (and in any event within 30 days), cause such Person(s) to become Guarantor(s) hereunder by (i) executing and delivering to the Administrative Agent a Joinder Agreement and/or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) delivering to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person(s) (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (i) and (ii), as applicable, and no conflict with material agreements), in all such cases of the foregoing clauses (i) and (ii), in form, content and scope reasonably satisfactory to the Administrative Agent; provided , however , that, so long as no Default or Event of Default has occurred and is continuing, if any such Person constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) solely as a result of it having been acquired through an Acquisition occurring after the Closing Date and does not otherwise Guarantee Indebtedness under any Senior Notes Indenture or any other public or privately-placed debt securities issued by the Borrower, then such Person shall not be required to become a Guarantor under this Section 6.13(a) unless such Person constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) at any time on or after the nine month anniversary of such Acquisition, at which time it shall promptly become a Guarantor hereunder in accordance with the preceding provisions of this Section 6.13(a) . In addition, Equinix may, from time to time, elect to cause any Domestic Subsidiary to become a Guarantor in accordance with the preceding clauses (i) and (ii) of this Section 6.13(a) .
(b)      Notwithstanding anything herein to the contrary, at any time that the Borrower has either (x) a Debt Rating by Moody’s of at least Baa3 and a Debt Rating by S&P of at least BB or (y) a Debt Rating by S&P of at least BBB- and a Debt Rating by Moody’s of at least Ba2, and so long as (A) no outstanding public or privately-placed debt securities issued by the Borrower are guaranteed by any of the Borrower’s direct or indirect Subsidiaries (it being understood that at any time any public or privately-placed debt securities issued by the Borrower are Guaranteed by any of the Borrower’s direct or indirect Subsidiaries, the Borrower shall promptly thereafter (and in any event within 30 days) cause such Subsidiaries to Guarantee the Obligations on a pari passu basis) and (B) no Default or Event of Default then exists or would result therefrom, each of the Guarantors will be automatically released from the Multiparty Guaranty, without the requirement of any action by the Administrative Agent or the Lenders (the “ Automatic Guaranty Release ”). The Administrative Agent shall cooperate with the Loan Parties to execute and deliver appropriate releases to evidence such release.
6.14.      Designation of Unrestricted Subsidiaries . The Borrower may, from time to time, designate one or more Subsidiaries as “Unrestricted Subsidiaries” by giving written notice to the Administrative Agent; provided , however , that (a) in no event may the Borrower designate any Subsidiary as an Unrestricted Subsidiary if, at the time of and immediately after giving effect to such designation, either (i) the Attributable Asset Share of Equinix in all Unrestricted Subsidiaries exceeds 10% of the consolidated total assets of Equinix and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b) , or (ii) the Attributable A/R Share of Equinix in all Unrestricted

-104-




Subsidiaries exceeds 10% of the net accounts receivable of Equinix and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b) ), and (b) no Subsidiary that is or is required to become a Guarantor under Section 6.13 may be an Unrestricted Subsidiary. As of the Closing Date, the Unrestricted Subsidiaries are set forth on Schedule 6.14 . Any Subsidiary which has been designated as an Unrestricted Subsidiary pursuant to this Section 6.14 may, at any time thereafter, be redesignated as a Restricted Subsidiary by the Borrower; provided , however , that a Subsidiary that has been redesignated as a Restricted Subsidiary as provided in this sentence may not thereafter be designated or redesignated as an Unrestricted Subsidiary.
6.15.      Maintenance of REIT Status . In the case of Equinix, at all times conduct its affairs and the affairs of its Subsidiaries in a manner so as to continue to qualify as a REIT for U.S. federal income tax purposes.
6.16.      Anti-Corruption Laws and Sanctions Laws . Conduct its businesses in material compliance with applicable Anti-Corruption Laws, and maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and applicable Sanctions by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents.
ARTICLE VII.     
NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding:
7.01.      Liens . The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a)      Liens pursuant to any Loan Document;
(b)      Liens existing on the date hereof and listed on Schedule 7.01 ;
(c)      Liens for taxes and assessments not yet delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d)      statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e)      Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods;

-105-




(f)      pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(g)      normal and customary banker’s Liens and rights of setoff arising in the ordinary course of business with respect to cash and cash equivalents; provided that such cash and cash equivalents are not dedicated cash collateral in favor of such depository institution and are not otherwise intended to provide collateral security (other than for customary account commissions, fees and reimbursable expenses relating solely to deposit accounts, and for returned items);
(h)      normal and customary rights of setoff and similar Liens arising under bona fide interest rate or currency hedging agreements, which are not for speculative purposes;
(i)      precautionary Uniform Commercial Code financing statements in connection with operating leases permitted hereunder;
(j)      deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(k)      easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(l)      Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(j) ;
(m)      Liens securing Indebtedness in respect of Capital Leases, Synthetic Lease Obligations, purchase money obligations for fixed or capital assets (including the costs of construction, improvement or rehabilitation of such fixed or capital assets) and, to the extent constituting a Lien, the interests of landlords under build-to-suit leases; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, or the cost of construction, improvement or rehabilitation of such fixed or capital assets, as applicable;
(n)      leases, subleases, licenses and sublicenses which do not materially interfere with the business of the Borrower or any Subsidiary;
(o)      Liens existing on property or assets of any Person at the time such Person becomes a Subsidiary or such property or assets are acquired, but only, in any such case, (i) if such Lien was not created in contemplation of such Person becoming a Subsidiary or such property or assets being acquired, and (ii) so long as such Lien does not encumber any assets other than the property subject to such Lien at the time such Person becomes a Subsidiary or such property or assets are acquired;

-106-




(p)      any renewals, replacements or extensions of the Liens described in clauses (b), (m) or (o) above, provided that (i) the property covered thereby is not expanded, and (ii) the amount secured or benefited thereby is not increased;
(q)      Liens on JV Interests held by a Loan Party or a Subsidiary in JV Entities securing the obligations of such Loan Party or Subsidiary to honor put rights and put options in favor of joint venture partners with respect to the JV Interests held by joint venture partners in such JV Entities, provided that such Liens shall attach only to the JV Interests held by such Loan Party or a Domestic Subsidiary and not to any other assets of such Loan Party or Subsidiary;
(r)      Liens arising in connection with Sale-Leaseback Transactions permitted under Section 7.05(l) ;
(s)      Liens in the form of cash collateral securing reimbursement obligations under bank guarantees, letters of credit and other documentary credits not issued hereunder but permitted by Section 7.03 , not to exceed $50,000,000 in the aggregate;
(t)      Liens arising from sales or discounts of accounts receivable to the extent permitted under Section 7.05(g) ;
(u)      Liens granted by (i) any Subsidiary of the Borrower that is not a Loan Party in favor of any Restricted Subsidiary or the Borrower or (ii) any Guarantor in favor of the Borrower or any Guarantor;
(v)      Liens resulting from escrow or deposits of cash required to satisfy “funds certain” or good faith deposit requirements in connection with Permitted Acquisitions; provided that (i) the aggregate amount of such escrows and deposits shall not at any time exceed the cash consideration to be paid by Equinix and its Restricted Subsidiaries for the applicable Permitted Acquisition, and any such escrows and deposits in excess of an aggregate amount of $2,000,000,000 shall consist solely of proceeds of term loans, bridge loans, or debt or equity securities borrowed or issued by Equinix or a Restricted Subsidiary (and permitted hereunder) to fund such Permitted Acquisition and (ii) the applicable Liens shall terminate upon the earliest of (x) the consummation of the applicable Permitted Acquisition (and such dollar limitation shall be reduced by the applicable amount) and (y) the date of the termination or abandonment of such Permitted Acquisition; and
(w)      Liens not otherwise permitted by this Section 7.01 , if at the time of, and after giving effect to, the creation or assumption of any such Lien the sum, without duplication, of (i) the aggregate amount of all Indebtedness of the Borrower and its Restricted Subsidiaries that is secured by any Liens not otherwise permitted under clauses (a) through (v) of this Section 7.01 plus (ii) the aggregate amount of Indebtedness of Restricted Subsidiaries of the Borrower that are not Guarantors permitted under subsection (n) of Section 7.03 , shall not exceed the greater of $1,500,000,000 and 10% of Adjusted Consolidated Total Assets as of the end of the most recently ended fiscal quarter prior to the attachment of such Liens.
7.02.      Investments . The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, make any Investments that are Acquisitions, other than Permitted Acquisitions;

-107-




or make any other material Investments outside of the ordinary course of business, except to the extent that no Default shall have occurred and be continuing at the time of such Investment or would result therefrom.
7.03.      Indebtedness . The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or otherwise be directly or indirectly liable for any Indebtedness, except:
(a)      Indebtedness arising under the Loan Documents;
(b)      Indebtedness outstanding on the Closing Date and set forth on Schedule 7.03 hereto, reduced by the amount of any scheduled amortization payments, mandatory prepayments when actually paid, conversions or permanent reductions thereof;
(c)      Indebtedness in respect of Capital Leases, build-to-suit leases, and purchase money obligations for fixed or capital assets, so long as no Default has occurred and is continuing or would result from the creation, incurrence or assumption thereof;
(d)      Swap Obligations; provided that such Swap Obligations are entered into to protect the Borrower or any of its Restricted Subsidiaries from fluctuations in interest rates, currency exchange rates or commodity prices (and not for speculative purposes);
(e)      intercompany Indebtedness constituting Investments permitted by Section 7.02 ;
(f)      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 that such Indebtedness is extinguished within five Business Days of incurrence;
(g)      Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety, bid, appeal or similar bonds, completion guarantees, 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;
(h)      (i) any Indebtedness incurred by the Borrower or any Restricted Subsidiary (such Indebtedness, “ Refinancing Indebtedness ”) that refinances Indebtedness incurred by the Borrower or such Restricted Subsidiary, or that the Borrower or such Restricted Subsidiary is otherwise permitted to maintain, under Section 7.03(b) or Section 7.03(l) ; provided , that (w) the weighted average life to maturity of such Refinancing Indebtedness is not less than the weighted average life to maturity of the existing Indebtedness being refinanced, (x) the aggregate principal amount of such Refinancing Indebtedness does not exceed the aggregate principal amount of such existing Indebtedness being refinanced (plus accrued interest, any premium, and reasonable fees and expenses incurred by the Borrower or such Restricted Subsidiary in connection with such refinancing), (y) to the extent such existing Indebtedness being refinanced is secured, such Refinancing Indebtedness is secured by no more collateral, and with no more senior lien priority, than such existing Indebtedness being refinanced and (z) the guarantors and obligors in respect of such Refinancing Indebtedness are the same as, or a

-108-




subset of, the guarantors and obligors in respect of such Indebtedness being refinanced and (ii) any Guarantee of the Refinancing Indebtedness described in the foregoing clause (i) , but only to the extent such Guarantee exists with respect to the Indebtedness being refinanced at the time such refinancing occurs and is not created in contemplation of such refinancing;
(i)      Indebtedness consisting of “earn-out” obligations, guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets;
(j)      Indebtedness in respect of letters of credit, bank guarantees or similar instruments issued or created in the ordinary course of business, including in respect of 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 60 days following the incurrence thereof;
(k)      Indebtedness arising in connection with Sale-Leaseback Transactions, provided that the Lien securing such Indebtedness is permitted under Section 7.01 ;
(l)      Acquired Indebtedness;
(m)      Indebtedness represented by Guarantees of Indebtedness of a Restricted Subsidiary that such Restricted Subsidiary is permitted to incur, or that is otherwise permitted to be maintained by such Restricted Subsidiary, under clauses (c) through (g) , (i) , (j) , (k) or, if such Indebtedness is secured by a Lien permitted under Section 7.01 or such Restricted Subsidiary is not a Guarantor, (n) of this Section 7.03 ; and
(n)      other Indebtedness so long as no Default has occurred and is continuing or would result from the creation, incurrence or assumption thereof; provided that the sum, without duplication, of (i) Indebtedness of the Borrower and its Restricted Subsidiaries that is secured by Liens permitted under clause (w) of Section 7.01 and (ii) Indebtedness of Restricted Subsidiaries that are not Guarantors that is not otherwise permitted by this Section 7.03 shall not exceed the greater of $1,500,000,000 and 10% of Adjusted Consolidated Total Assets as of the end of the most recently ended fiscal quarter prior to the incurrence of such Indebtedness.
7.04.      Fundamental Changes .
(a)      The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, enter into any consolidation, merger, or other combination, except so long as no Event of Default has occurred and is continuing or would result therefrom:
(i)      any Loan Party may consolidate, merge or combine with any other Loan Party ( provided that if any such Loan Party is Equinix, Equinix shall be the surviving entity),
(ii)      any Loan Party may consolidate, merge or combine with any Subsidiary that is not a Loan Party if such Loan Party is the surviving entity,

-109-




(iii)      any Subsidiary that is not a Loan Party may consolidate, merge or combine with any Subsidiary that is not a Loan Party, and
(iv)      any Loan Party or Subsidiary may consolidate, merge or combine with any Person in connection with a Permitted Acquisition or a transaction permitted by Section 7.05 , so long as (1) in the case of a consolidation, merger or combination of a Loan Party with another Person, such Person expressly assumes all Obligations of such Loan Party (in each case pursuant to documentation satisfactory to the Administrative Agent) if such Person is the surviving entity, and (2) if Equinix is a party to such Permitted Acquisition or transaction permitted by Section 7.05 , Equinix shall be the surviving entity; or
(b)      liquidate or dissolve any Loan Party’s business or any Domestic Subsidiary’s business except as may be permitted by Section 7.05(a) or Section 7.05(b) (but no such liquidation or dissolution shall be permitted for Equinix).
7.05.      Maintenance of Assets; Dispositions . The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, sell, assign, lease, transfer or otherwise Dispose of (collectively, “ Transfer ”) any part of the business or assets of the Borrower or any Restricted Subsidiary, except:
(a)      (i) Transfers (including (except in the case of Equinix) any disposition that is in the nature of a liquidation or dissolution) among the Loan Parties or (ii) Transfers (including any disposition that is in the nature of a liquidation or dissolution) by any wholly-owned Subsidiary that is a Guarantor to (1) the Borrower, or (2) any other wholly-owned Subsidiary that is a Guarantor;
(b)      Transfers (including any disposition that is in the nature of a liquidation or dissolution) (i) by any Subsidiary that is not a Loan Party to the Borrower or any Subsidiary or (ii) so long as no Default would result from such Transfer, by the Borrower to any Restricted Subsidiary which do not constitute a Change of Control;
(c)      leases or subleases of, or occupancy agreements with respect to, real property (including IBX centers);
(d)      non-exclusive licenses of intellectual property and similar arrangements for the use of the property of the Loan Parties in the ordinary course of business;
(e)      sales of inventory to customers in the ordinary course of business;
(f)      Transfers of cash, cash equivalents and marketable securities in the ordinary course of business, including, without limitation, to a Subsidiary;
(g)      sales or discounts of accounts receivable without recourse in the ordinary course of business (and excluding accounts receivable which have been fully reserved or written off) in connection with accounts receivable that are more than 90 days past due;
(h)      Transfers of worn-out, obsolete or surplus equipment no longer used in the ordinary course of business;

-110-




(i)      the abandonment or other disposition of intellectual property that is no longer economically practicable to maintain or useful in the conduct of business;
(j)      Transfers of assets subject to a casualty or event of loss covered by insurance following the receipt of insurance proceeds with respect to such casualty or event of loss;
(k)      Transfers constituting Liens permitted under Section 7.01 and Investments or Restricted Payments that are not prohibited by this Agreement;
(l)      Sale-Leaseback Transactions to the extent not otherwise prohibited hereunder;
(m)      Transfers of assets required by Governmental Authorities as a condition to their approval of the consummation of Permitted Acquisitions; and
(n)      other Transfers not otherwise permitted by this Section 7.05 , so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the aggregate book value of assets so Transferred in any fiscal year of Equinix under this clause (n) does not exceed 15% of Adjusted Consolidated Total Assets; provided , however , that such Transfers that constitute Asset Sales shall be subject, as applicable, to the prepayment requirements set forth in Section 2.04(c) .
7.06.      Restricted Payments . The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, declare or make, directly or indirectly, any Restricted Payment, except :
(a)      any Subsidiary may pay dividends or distributions on its Equity Interests to the Borrower or to any intervening Subsidiary of the Borrower;
(b)      dividends or distributions payable solely in Equity Interests (other than Equity Interests that are mandatorily redeemable or redeemable at the option of the holder thereof on any date that is earlier than 91 days after the Maturity Date in effect at the time of the declaration or making of such dividend or distribution);
(c)      cash payments (i) for repurchases by the Borrower of common stock of the Borrower from officers, directors and employees of the Borrower or any of its Subsidiaries or their authorized representatives upon the death, disability or termination of employment of such employees or termination of their seat on the board of the Borrower, and (ii) in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower, in an aggregate amount, for the foregoing sub-clauses (c)(i) and (c)(ii), not to exceed $5,000,000;
(d)      noncash repurchases of Equity Interests deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price and related statutory withholding taxes of such options or warrants;
(e)      Equinix may (i) issue and deliver Permitted Junior Securities (as defined in the indentures for the Convertible Subordinated Notes (the “ Convertible Subordinated Notes Indentures ”)) upon conversion of the Convertible Subordinated Notes in accordance with the terms of the Convertible

-111-




Subordinated Notes Indentures and (ii) unless (x) an Event of Default described in Section 8.01(a) has occurred and is continuing or (y) a Payment Blockage Period (as defined in the Convertible Subordinated Notes Indentures) is in effect, make (A) regularly scheduled payments of cash interest and, to the extent not prohibited hereunder, mandatory principal payments on the Convertible Subordinated Notes, in each case, in accordance with the terms thereof, and (B) cash Restricted Payments in satisfaction of fractional shares in connection with a conversion of the Convertible Subordinated Notes into Permitted Junior Securities in accordance with the terms of Convertible Subordinated Notes Indentures;
(f)      so long as (i)(A) Equinix believes in good faith that it qualifies as a REIT, (B) Equinix has not publicly disclosed an intention to no longer be treated as a REIT, and (C) no resolution shall have been adopted by Equinix’s board of directors abandoning or otherwise contradicting its intent to elect to be treated as a REIT, or (ii) Equinix is a REIT, Equinix may make cash dividends and distributions to its shareholders notwithstanding that any Default may have occurred and be continuing (x) provided such cash dividends and distributions do not exceed in the aggregate for any period of four consecutive fiscal quarters of Equinix up to 100% of Funds From Operations for such period or (y) in such greater amount as may be required for Equinix to continue to be qualified as a REIT or to avoid the imposition of income or excise taxes on Equinix; and
(g)      to the extent that no Default shall have occurred and be continuing at the time of such action or would result therefrom, Restricted Payments not otherwise permitted by clauses (a) through (f).
7.07.      Change in Nature of Business . The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, engage in any business activities substantially different from the present business of the Borrower and its Subsidiaries on the date hereof or reasonably related thereto.
7.08.      Transactions with Affiliates . The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction of any kind with any Affiliate of a Loan Party, whether or not in the ordinary course of business, other than (a) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary, as the case may be, as would be obtainable by the Borrower or such Restricted Subsidiary, as the case may be, at the time in a comparable arm’s length transaction with a Person other than an Affiliate, (b) transactions expressly permitted by Section 7.04(a), Section 7.05(a) , Section 7.05(b) , or, in the case of transactions with Subsidiaries only, Section 7.05(f) , (c) transactions between the Borrower and its wholly-owned Subsidiaries, (d) transactions among the Borrower’s wholly-owned Subsidiaries, or (e) other individual transactions that do not involve amounts in excess of $50,000,000 per transaction or series of related transactions.
7.09.      Burdensome Agreements . The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Material Domestic Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) of any Material Domestic Subsidiary to Guarantee the Indebtedness of the Borrower or any Guarantor or (iii) of the Borrower or any Material Domestic Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided , however , that (A) none of the foregoing shall apply to restrictions and conditions imposed by applicable Laws (which (taken as

-112-




a whole) could not reasonably be expected to have a Material Adverse Effect), (B) none of the foregoing shall apply to customary restrictions and conditions contained in agreements relating to the sale of the assets or Equity Interests permitted under Section 7.05 pending such sale, provided such restrictions and conditions apply only to the Person whose assets or Equity Interests are to be sold, (C) clauses (i) and (iii) shall not apply to restrictions or conditions imposed on specific assets which are the subject of any leases (including Capital Leases and build-to-suit leases) or to customary provisions in leases (including Capital Leases and build-to-suit leases) and other contracts restricting the assignment of such leases and other contracts, (D) clauses (ii) and (iii) shall not apply to the restrictions contained in the Senior Notes Indentures (as such restrictions are in effect on the Closing Date), (E) clauses (ii) and (iii) shall not apply to customary restrictions contained in the documentation relating to financings permitted hereunder, provided that such restrictions shall not restrict (x) any Loan Party’s or Material Domestic Subsidiary’s ability to grant Liens in favor of the Administrative Agent and the Guaranteed Parties (or the Administrative Agent and any Guaranteed Party’s ability to enforce such Liens) under or in connection with the Loan Documents or (y) any Loan Party’s or Material Domestic Subsidiary’s ability to guarantee the Obligations and (F) such clause (i) shall not apply to restrictions imposed on any Foreign Subsidiary pursuant to the terms of any agreement governing Indebtedness of such Foreign Subsidiary permitted under Section 7.03 (including restrictions imposed on Equinix Japan K.K. and its Subsidiaries contained in the documentation relating to the Existing Japanese Yen Loan) provided that any such restrictions shall not limit the ability of any such Persons, so long as no default or event of default has occurred under such financing, to make Restricted Payments in an amount equal to at least 50% of consolidated net income to the Borrower or to such person’s Parent, a wholly owned Subsidiary of the Borrower; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations, other than the requirements contained in the Senior Notes Indentures (as such requirements are in effect on the Closing Date).
7.10.      Use of Proceeds . The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
7.11.      Financial Covenants . The Borrower shall not:
(a)      Consolidated Fixed Charge Coverage Ratio . Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of Equinix to be less than 1.50 to 1.00.
(b)      Consolidated Net Lease Adjusted Leverage Ratio . Permit the Consolidated Net Lease Adjusted Leverage Ratio as of the end of any fiscal quarter of Equinix to exceed 6.00 to 1.00.
(c)      Consolidated Lease Adjusted Secured Leverage Ratio . Permit the Consolidated Lease Adjusted Secured Leverage Ratio as of the end of any fiscal quarter of Equinix to exceed 2.25 to 1.00.



-113-




7.12.      Prepayments of Certain Indebtedness . The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any portion of, except to the extent provided in Section 7.06(e) , any Convertible Subordinated Notes or other Indebtedness that is subordinated to the Obligations, unless no Default or Event of Default has occurred and is continuing or would result therefrom.
7.13.      Sanctions . The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person that, at the time of the use of such proceeds, is the subject of Sanctions or is located, organized or resident in any Designated Jurisdiction, or in any other manner that could reasonably be expected to result in a violation of Sanctions by any party to this Agreement or any other Loan Document (including any Guaranteed Party).
7.14.      Anti-Corruption Laws . The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, directly or indirectly use the proceeds of any Credit Extension for any purpose that would materially breach any Anti-Corruption Laws or cause any party to this Agreement or any other Loan Document (including any Guaranteed Party) to be in violation of any applicable Anti-Corruption Laws.
7.15.      Foreign Subsidiary Holdcos . At any time prior to the Automatic Guaranty Release, the Borrower shall not permit any Foreign Subsidiary Holdco to engage in any business or activity other than (a) the ownership of Equity Interests and Indebtedness of one or more Foreign Subsidiaries or Foreign Subsidiary Holdcos, (b) maintaining its corporate or company existence, (c) participating in tax, accounting and other administrative activities as part of a consolidated group of companies, and (d) activities incidental to the foregoing.
ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES
8.01.      Events of Default . Any of the following shall constitute an Event of Default:
(a)      Non-Payment . The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation, or any interest on any Loan or on any L/C Obligation, or (ii) within three Business Days after the same becomes due, any fee due hereunder or any other amount payable hereunder or under any other Loan Document; or
(b)      Covenants . Any Loan Party breaches, or fails to perform or observe, any term, covenant or agreement contained in any of Sections 6.01 , 6.02 , 6.03 , 6.05 (as to existence only), 6.10 , 6.11 , 6.13 , 6.14 , 6.15 , 6.16 or Article VII ; or
(c)      Other Breaches . Any Loan Party fails to perform or observe any covenant or agreement (not specified in subsections (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after the earlier of (i) a Responsible Officer of a

-114-




Loan Party obtaining knowledge of such failure and (ii) the Administrative Agent or a Lender notifying such Loan Party in writing of such failure; or
(d)      Default under Other Loan Documents . Any default or event of default occurs under any other Loan Document or other document required by or delivered in connection with this Agreement (after giving effect to any applicable grace periods) or any such document is no longer in effect, or any Guarantor purports to revoke or disavow a guaranty, including the Multiparty Guaranty, of any of the Obligations; or
(e)      Representations and Warranties . Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or
(f)      Cross-Default . (i) Any default occurs under any agreement of the Borrower or its Subsidiaries (other than any agreement entered into by any Unrestricted Subsidiary with respect to Indebtedness of such Unrestricted Subsidiary for which there is no recourse to the Borrower or any Restricted Subsidiary) that permits the counterparty to such agreement to declare to be due and payable prior to the stated maturity thereof an obligation of the Borrower or any of its Subsidiaries of $200,000,000 or more, individually or in the aggregate for any or all such entities; or (ii) the Borrower or any Subsidiary thereof (x) fails to observe or perform any other agreement or condition relating to any such obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or (y) any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such obligation or the beneficiary or beneficiaries of such obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such obligation to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such obligation to be made, prior to its stated maturity, or such obligation to become payable or cash collateral in respect thereof to be demanded, unless, in the case of clause (f)(ii)(y), the Borrower would not be prohibited from prepaying such Indebtedness under Section 7.12 , disregarding for this purpose any Default that would otherwise arise under this Section 8.01(f)(ii)(y) ; or (iii) there occurs under any Swap Contract (other than a Swap Contract entered into by an Unrestricted Subsidiary for which there is no recourse to the Borrower or any Restricted Subsidiary) an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is $200,000,000 or more; or
(g)      Insolvency Proceedings. Any Loan Party or any Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

-115-




(h)      Receivers . A receiver or similar official is appointed for a substantial portion of any Loan Party’s or any Material Subsidiary’s business, or the business is terminated; or
(i)      Inability to Pay Debts; Attachment . (i) Any Loan Party or any Material Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 45 days after its issue or levy; or
(j)      Judgments . (i) Any judgments or arbitration awards are entered against the Borrower or any Subsidiary thereof (other than, solely with respect to judgments or awards as to which there is no claim or recourse against the Borrower or any Restricted Subsidiary, any Unrestricted Subsidiary) in an aggregate amount of $200,000,000 or more, and there is a period of 45 consecutive days during which either such judgments or arbitration awards remain unpaid or unsatisfied or a stay of enforcement of such judgments, by reason of a pending appeal, is not in effect; or (ii) any one or more non-monetary final judgments are entered against the Borrower or any Subsidiary thereof that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and there is a period of 45 consecutive days during which a stay of enforcement of such non-monetary final judgment(s), by reason of a pending appeal, is not in effect; or
(k)      ERISA . An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount of $200,000,000 or more, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount of $200,000,000 or more; or
(l)      Invalidity of Loan Documents . The Borrower or any other Loan Party asserts in writing that this Agreement or any other Loan Documents, or part thereof, is invalid, or a court of competent jurisdiction invalidates any part of this Agreement or any other Loan Document; or
(m)      Change of Control . A Change of Control occurs.
8.02.      Remedies Upon Event of Default . If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
(i)      declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligations shall be terminated;
(ii)      declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower and the Guarantors;

-116-




(iii)      require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and
(iv)      exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;
provided , however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.
8.03.      Application of Funds . After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02 ), any amounts received on account of the Guaranteed Obligations shall, subject to the provisions of Sections 2.14 and 2.15 , be applied by the Administrative Agent in the following order:
First , to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III ) payable to the Administrative Agent in its capacity as such;
Second      , to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III ), ratably among them in proportion to the respective amounts described in this clause Second payable to them;
Third , to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Guaranteed Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;
Fourth , to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans and L/C Borrowings and that portion of the Guaranteed Obligations owing under Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements, ratably among the Lenders, Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;


-117-




Fifth , to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14 ; and
Last , the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.
Subject to Sections 2.03(c) and 2.14 , amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Guaranteed Obligations, in the order set forth above.
Notwithstanding the foregoing, Guaranteed Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Guaranteed Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.
Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Guaranteed Obligations otherwise set forth above in this Section.
ARTICLE IX.
ADMINISTRATIVE AGENT
9.01.      Appointment and Authority . Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.


-118-




9.02.      Rights as a Lender . The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
9.03.      Exculpatory Provisions . The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(a)      shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b)      shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Appropriate Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(c)      shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Appropriate Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02 ) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.
The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder

-119-




or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
9.04.      Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution), including, without limitation, any representation or warranty contained therein, believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
9.05.      Delegation of Duties . The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub‑agents appointed by the Administrative Agent. The Administrative Agent and any such sub‑agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub‑agent and to the Related Parties of the Administrative Agent and any such sub‑agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub‑agents except to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
9.06.      Resignation of Administrative Agent .
(a)      The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date ”),

-120-




then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
(b)      If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “ Removal Effective Date ”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
(c)      With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.
9.07.      Non-Reliance on Administrative Agent and Other Lenders . Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in

-121-




taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
9.08.      No Other Rights or Duties, Etc . Anything herein to the contrary notwithstanding, no Joint Lead Arranger nor any bookrunner, syndication agent or documentation agents listed on the cover page hereof shall have any rights, privileges, powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except (a) in the case of any such Person, in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder and (b) in the case of the Left Lead Arranger, as set forth in the Fee Letter.
9.09.      Administrative Agent May File Proofs of Claim; Credit Bidding . In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
(a)      to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Guaranteed Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(i) and (j) , 2.08 and 10.04 ) allowed in such judicial proceeding; and
(b)      to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.08 and 10.04 .
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Secured/Guaranteed Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.


-122-




9.10.      Multiparty Guaranty Matters . Each of the Lenders (including to the extent applicable, in its capacities as a Cash Management Bank and a Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion (other than in the case of clause (ii), which release shall be automatic), to release any Guarantor from its obligations under the Multiparty Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or (ii) in connection with the Automatic Guaranty Release.
Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Multiparty Guaranty pursuant to this Section 9.10 . In each case as specified in this Section 9.10 , the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to release such Guarantor from its obligations under the Multiparty Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10 .
9.11.      Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements . Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03 or the Multiparty Guaranty by virtue of the provisions hereof shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Multiparty Guaranty) other than (i) pursuant to Section 10.01(i), and (ii) in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Guaranteed Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Guaranteed Party Designation Notice of such Guaranteed Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Guaranteed Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements in the case of a Facility Termination Date.
9.12.      Lender ERISA Non-Fiduciary Representations and Covenants .
(a)      Each Lender (i) represents and warrants, as of the date such Person became a Lender party hereto, to, and (ii) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Left Lead Arranger, and each other Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:


-123-




(i)      such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,
(ii)      the transaction exemption set forth in one or more PTEs, such as PTE 84‑14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
(iii)      (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
(iv)      such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
(b)      In addition, unless clause (a)(i) above is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in clause (a)(iv) above, such Lender further (i) represents and warrants, as of the date such Person became a Lender party hereto, to, and (ii) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Left Lead Arranger, and each other Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that:
(i)      none of the Administrative Agent, the Left Lead Arranger, and each other Joint Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),
(ii)      the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other

-124-




person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),
(iii)      the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),
(iv)      the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and
(v)      no fee or other compensation is being paid directly to the Administrative Agent, the Left Lead Arranger, and each other Joint Lead Arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.
ARTICLE X.
MISCELLANEOUS
10.01.      Amendments, Etc . No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no such amendment, waiver or consent shall:
(a)      waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b)      extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02 ) without the written consent of such Lender;
(c)      postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d)      reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the immediately succeeding sentence) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided , however , that (i) only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay

-125-




interest or Letter of Credit Fees at the Default Rate and (ii) only the consent of the Required Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e)      change (i) Sections 2.12 or 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.04(c) or 2.05(b) , respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (x) if such Facility is the Revolving Facility, the Required Revolving Lenders, and (y) if such Facility is the Term Facility, the Required Term Lenders;
(f)      (i) change any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(f) ), without the written consent of each Lender or (ii) the definition of “Required Lenders”, “Required Revolving Lenders”, or “Required Term Lenders” without the written consent of each Lender under the applicable Facilities or Facility;
(g)      (i) amend Section 1.06 or the definition of “Alternative Currency”, other than to eliminate currencies available to be utilized as Alternative Currencies, without the written consent of each Lender, or (ii) amend the first parenthetical appearing in definition of “Interest Period” other than to eliminate such parenthetical or any period set forth in such parenthetical without the written consent of each Lender;
(h)      release all or substantially all of the value of the Multiparty Guaranty without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(i)      prior to the Automatic Guaranty Release, change Section 8.03 or the definition of “Guaranteed Cash Management Agreement”, “Cash Management Bank”, “Hedge Bank”, “Guaranteed Hedge Agreements”, “Guaranteed Obligations”, or “Guaranteed Parties” (as defined in this Agreement or any applicable Credit Document), in each case in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Cash Management Bank or Hedge Bank.
Notwithstanding anything to the contrary in this Section 10.01 or in any other provision of this Agreement or any other Loan Document:
(i)      no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;

-126-




(ii)      the definition of “Letter of Credit Sublimit” may be amended with only the consent of the Borrower, the Administrative Agent, the L/C Issuer and the Required Revolving Lenders;
(iii)      the amount of any L/C Issuer’s L/C Issuer Sublimit may be increased, and Schedule 2.01 may be amended to reflect such increase and any corresponding reductions in the amount of any other L/C Issuer’s L/C Issuer Sublimit, with only the consent of the Borrower and the L/C Issuer that is increasing its L/C Issuer Sublimit;
(iv)      this Agreement may be amended as contemplated by clause (ii) of Section 2.13(e) in connection with the addition of a new term loan tranche with the consent of only the Administrative Agent, the Lenders providing such Term Loan and the Borrower;
(v)      no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;
(vi)      the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;
(vii)      the Administrative Agent and the Borrower may amend any Loan Document to (1) cure any ambiguity, omission, mistake, defect or inconsistency, in each case, of a technical nature or (2) make any change that would add or make more restrictive any covenant of the Loan Parties or provide an additional right or benefit to the Lenders or the L/C Issuer, so long as, in each case, (x) such changes shall not be adverse to the Lenders or the L/C Issuer, (y) the Lenders and the L/C Issuer shall have received at least five (5) Business Days’ prior written notice thereof and (z) the Administrative Agent shall not have received, within five (5) Business Days following the date of such notice to the Lenders, written notice from (I) the Required Lenders stating that the Required Lenders object to such amendment or (II) if affected by such amendment, L/C Issuer stating that it objects to such amendment;
(viii)      this Agreement may be amended by an Extension Amendment or a Refinancing Amendment as contemplated by and in accordance with Section 2.16 or Section 2.17 with the consent of only the Borrower, the Administrative Agent, the L/C Issuer (to the extent the terms of this Section 10.01 would require the L/C Issuer for the amendments effected in such Extension Amendment) and each (1) Extending Lender, in the case of an Extension Amendment, or (2) each applicable Credit Agreement Refinancing Facility Lender, in the case of a Refinancing Amendment;
(ix)      no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all

-127-




Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender;
(x)      any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender; and
(xi)      the Administrative Agent and the Borrower may amend this Agreement to provide for a LIBOR Successor Rate to the extent permitted by the procedures prescribed in the definition of “Eurocurrency Rate”.
10.02.      Notices; Effectiveness; Electronic Communication .
(a)      Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i)      if to the Borrower or any other Loan Party, the Administrative Agent or the L/C Issuer, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 ; and
(ii)      if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).
(b)      Electronic Communications . Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e‑mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its respective discretion, agree to accept notices and

-128-




other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.
(c)      The Platform . THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials or notices through the platform, any other electronic platform or electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided , however , that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(d)      Change of Address, Etc . The Borrower, the Administrative Agent and the L/C Issuer may change its respective address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent and the L/C Issuer. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such

-129-




Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.
(e)      Reliance by Administrative Agent, L/C Issuer and Lenders . The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Loan Notices and Letter of Credit Applications) purportedly given by or on behalf of the Borrower or any Guarantor even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower or any Guarantor. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
10.03.      No Waiver; Cumulative Remedies; Enforcement . No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided , however , that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.12 ), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided , further , that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.12 , any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

-130-




10.04.      Expenses; Indemnity; Damage Waiver .
(a)      Costs and Expenses . The Borrower shall pay (i) all reasonable out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out‑of‑pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
(b)      Indemnification by the Loan Parties . The Loan Parties shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01 ), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against such Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined

-131-




by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c) , this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(c)      Reimbursement by Lenders . To the extent that the Borrower or any other Loan Party for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.11(d) .
(d)      Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower and each other Loan Party shall not assert, and each hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.
(e)      Payments . All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.





-132-




(f)      Survival . The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
10.05.      Payments Set Aside . To the extent that any payment by or on behalf of the Borrower or any other Loan Party is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
10.06.      Successors and Assigns .
(a)      Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any Guarantor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)      Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment under any Facility and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that, in each case with respect to any Facility, any such assignment shall be subject to the following conditions:


-133-




(i)      Minimum Amounts .
(A)      in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B)      in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Revolving Commitments under the Revolving Facility or the principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $10,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.
(ii)      Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii)      Required Consents . No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A)      the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B)      the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C)      the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment of Revolving Loans or Revolving Commitments.

-134-




(iv)      Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v)      No Assignment to Certain Persons . No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.
(vi)      Certain Additional Payments . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this subsection, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 , 3.05 , and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided , that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall

-135-




be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
(c)      Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain and update at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d)      Participations . Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than (w) a natural person, (x) a Defaulting Lender, or (y) the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04 , with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request

-136-




and expense, to use commercially reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 10.13 with respect to any Participant.
Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant to which that Lender has sold a participation and the principal amounts (and stated interest) of each such Participant’s interest in the Commitments, Loans, L/C Obligations or other obligations under this Agreement (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, L/C Obligations or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, L/C Obligation or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(e)      Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(f)      Resignation By Bank of America as L/C Issuer after Assignment . Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon 30 days’ notice to the Borrower and the Revolving Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer hereunder; provided , however , that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Lenders to make Base Rate Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) ). Upon the appointment of a successor L/C Issuer, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (ii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.



-137-




10.07.      Treatment of Certain Information; Confidentiality . Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.13(c) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) with the consent of the Borrower, (h) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder, (ii) to any credit insurance provider relating to the Borrower or its Subsidiaries and their respective obligations, or (iii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.
10.08.      Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such

-138-




Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower and the other Loan Parties now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or Loan Parties may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower or other relevant Loan Party and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
10.09.      Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
10.10.      Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01 , this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means shall be effective as delivery of an original executed counterpart of this Agreement.

-139-




10.11.      Survival of Representations and Warranties . All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
10.12.      Severability . If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the L/C Issuer, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.
10.13.      Replacement of Lenders . If (i) any Lender requests compensation under Section 3.04 , (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , (iii) any Lender is a Defaulting Lender or a Non-Extending Lender, or (iv) any Lender has refused or failed, within a reasonable period of time (as determined by Administrative Agent in its reasonable discretion) from first receiving a written request therefor from Administrative Agent, to provide its written approval of any amendment, consent or waiver in respect of any matter related to this Agreement or the other Loan Documents requiring that all Lenders or all affected Lenders will have given written approval of such requested amendment, consent or waiver pursuant to Section 10.01 and in such instance Lenders sufficient to constitute Required Lenders have already provided such written approval pursuant to Section 10.01 , then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06 ), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04 ) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:




-140-




(a)      the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) ;
(b)      such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
(c)      in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 , such assignment will result in a reduction in such compensation or payments thereafter;
(d)      such assignment does not conflict with applicable Laws;
(e)      in the case of an assignment resulting from a Lender refusing or failing to provide its written approval referenced in clause (iv) above, the applicable assignee shall have consented to the applicable amendment, waiver or consent; and
(f)      in the case of an assignment from a Non-Extending Lender, such assignment shall not be effective until the applicable Existing Revolving Maturity Date or Existing Term Maturity Date, as applicable, in accordance with Section 2.16(d) .
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
10.14.      Governing Law; Jurisdiction; Etc .
(a)      GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b)      SUBMISSION TO JURISDICTION . THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN, EXCLUSIVELY, THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY

-141-




APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c)      WAIVER OF VENUE . THE BORROWER AND EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SUBSECTION (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)      SERVICE OF PROCESS . EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 . NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
10.15.      Waiver of Jury Trial . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
10.16.      No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Joint

-142-




Lead Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Joint Lead Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Lender or Joint Lead Arranger has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Joint Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any Lender or Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. Each of the Borrower and the other Loan Parties agrees that it will not claim that any of the Administrative Agent, Joint Lead Arrangers or Lenders has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to the Borrower or such Loan Party, in connection with the transactions contemplated hereby or the process leading thereto.
10.17.      Electronic Execution of Assignments and Certain Other Documents . The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.
10.18.      USA PATRIOT Act . Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. Each Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

-143-




10.19.      Multiparty Guaranty .
(a)      Multiparty Guaranty . Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Guaranteed Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower or any other Loan Party or their Subsidiaries to the Guaranteed Parties, arising hereunder or under any other Loan Document, any Guaranteed Cash Management Agreement or any Guaranteed Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Guaranteed Parties in connection with the collection or enforcement thereof). Notwithstanding the foregoing, the liability of each Guarantor individually with respect to this Multiparty Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Multiparty Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Multiparty Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.
(b)      Rights of Lenders . Each Guarantor consents and agrees that the Guaranteed Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (i) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof; (ii) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Multiparty Guaranty or any Guaranteed Obligations ; (iii) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the Lenders in their sole discretion may determine; and (iv) release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Multiparty Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.




-144-




(c)      Certain Waivers . Each Guarantor waives (i) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the Borrower; (ii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (iii) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (iv) any right to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Guaranteed Party whatsoever; (v) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party; and (vi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Multiparty Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code.
(d)      Obligations Independent . The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Multiparty Guaranty whether or not the Borrower or any other person or entity is joined as a party.
(e)      Subrogation . No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Multiparty Guaranty until all of the Guaranteed Obligations and any amounts payable under this Multiparty Guaranty have been indefeasibly paid and performed in full and the Commitments and the Facilities are terminated. If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Guaranteed Parties to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.
(f)      Termination; Reinstatement . This Multiparty Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date (whereupon the Guarantors’ obligations under this Multiparty Guaranty shall terminate, other than contingent indemnification obligations and subject to the following sentences). Notwithstanding the foregoing, this Multiparty Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or a Guarantor is made, or any of the Guaranteed Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Guaranteed Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or

-145-




not the Guaranteed Parties are in possession of or have released this Multiparty Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this subsection shall survive termination of this Multiparty Guaranty.
(g)      Stay of Acceleration . If acceleration of the time for payment of any of the Guaranteed Obligations is stayed, in connection with any case commenced by or against a Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and severally, immediately upon demand by the Guaranteed Parties.
(h)      Condition of Borrower . Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Guaranteed Parties has any duty, and such Guarantor is not relying on the Guaranteed Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Guaranteed Parties to disclose such information and any defense relating to the failure to provide the same).
(i)      Appointment of Borrower . Each of the Guarantors hereby appoints the Borrower to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that (i) the Borrower may execute such documents on behalf of such Guarantor as the Borrower deems appropriate in its sole discretion and each Guarantor shall be obligated by all of the terms of any such document executed on its behalf, (ii) any notice or communication delivered by the Administrative Agent or the Lender to the Borrower shall be deemed delivered to each Guarantor and (iii) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by the Borrower on behalf of each Guarantor.
(j)      Right of Contribution . The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable Law.
(k)      Keepwell . Each Loan Party that is a Qualified ECP Guarantor at the time the Multiparty Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Multiparty Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.19(k) voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

-146-




10.20.      Designation as Senior Debt . All Obligations shall be “Designated Senior Indebtedness” for purposes of, and as defined in any subordinated indentures or similar instruments issued by any Loan Party after the Closing Date.
10.21.      Judgment Currency . If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “ Judgment Currency ”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “ Agreement Currency ”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).
10.22.      Subordination . Each Loan Party (a “ Subordinating Loan Party ”) hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan Party as subrogee of the Guaranteed Parties or resulting from such Subordinating Loan Party’s performance under the Multiparty Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Administrative Agent on behalf of the Guaranteed Parties so requests while a Default or Event of Default has occurred and is continuing (any such request, a “ Turnover Request ”), any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Guaranteed Parties and the proceeds thereof shall be paid over to the Administrative Agent for the benefit of the Guaranteed Parties on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without limitation of the foregoing, so long as no Default or Event of Default has occurred and is continuing and the Administrative Agent on behalf of the Guaranteed Parties has not made a Turnover Request, the Loan Parties may make and receive payments with respect to intercompany obligations and Indebtedness; provided that, in the event that any Loan Party receives any payment of any intercompany obligations and Indebtedness at a time when such payment is prohibited by this Section, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent.

-147-




10.23.      Waiver of Certain Notices Under the Existing Credit Agreement. Immediately prior to giving effect to this Agreement, the Existing Administrative Agent and each Lender that is a “Lender” under and as defined in the Existing Credit Agreement hereby agree to waive the requirements set forth in (i) Sections 2.04(a) and (b) of the Existing Credit Agreement requiring the Borrower to provide an Optional Prepayment Notice (as defined in the Existing Credit Agreement) not less than three Business Days prior to the date of prepayment of Eurocurrency Rate Revolving Loans or Term Loans (each as defined in the Existing Credit Agreement), respectively, and (b) Section 2.05 of the Existing Credit Agreement requiring the Borrower to provide an Optional Termination/Reduction Notice (as defined in the Existing Credit Agreement) not less than five Business Days prior to the date of termination of the Aggregate Revolving Commitments (as defined in the Existing Credit Agreement).
10.24.      Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Solely to the extent any Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)      the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an EEA Financial Institution; and
(b)      the effects of any Bail-In Action on any such liability, including, if applicable:
(i)      a reduction in full or in part or cancellation of any such liability;
(ii)      a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)      the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
10.25.      ERISA Non-Fiduciary Provisions .
(a)      The Administrative Agent, the Left Lead Arranger, each other Joint Lead Arranger and each Lender hereby informs the Borrower that such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person or an Affiliate has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit or the Commitments, (ii) may recognize a gain if it purchased the Loans, the Letters of Credit or the Commitments for an amount less than the par amount thereof or sells the Loans, the Letters of Credit or the Commitments for an amount in excess of what

-148-




it paid therefor or extended to the Borrower hereunder and/or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.
(b)      The Administrative Agent, the Left Lead Arranger, and each other Joint Lead Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.
10.26.      Hedge Banks’ and Cash Management Banks’ Acknowledgment of Release of Collateral and Automatic Guaranty Release.
(a)      Each Hedge Bank hereby acknowledges and agrees that (i) the refinancing of the credit facilities provided under the Existing Credit Agreement with the credit facilities provided for herein, including the release of the collateral securing the obligations of Equinix and its Subsidiaries under the Existing Credit Agreement and under any Guaranteed Hedge Agreement and (ii) the release of the Multiparty Guaranty pursuant to the Automatic Guaranty Release, in each case, has not resulted in, and will not result in an “Event of Default”, “Termination Event” or “Additional Termination Event” (as those terms are defined in any Guaranteed Hedge Agreement to which such Hedge Bank or any of its Affiliates is a party) or other similar event or circumstance under any Guaranteed Hedge Agreement to which such Hedge Bank or any of its Affiliates is a party.
(b)      Each Cash Management Bank hereby acknowledges and agrees that (i) the refinancing of the credit facilities provided under the Existing Credit Agreement with the credit facilities provided for herein, including the release of the collateral securing the obligations of Equinix and its Subsidiaries under the Existing Credit Agreement and under any Cash Management Agreement and (ii) the release of the Multiparty Guaranty pursuant to the Automatic Guaranty Release, in each case, has not resulted in, and will not result in a default, event of default, event permitting such Cash Management Bank to terminate, accelerate any obligations under or request or require the provision of any collateral to secure any Cash Management Agreement to which such Cash Management Bank or any of its Affiliates is a

-149-




party) other similar event or circumstance under any Cash Management Agreement to which such Cash Management Bank or any of its Affiliates is a party.
[Rest of page intentionally left blank; signature pages follow.]


-150-




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER:
EQUINIX, INC.  



By:     /s/ Keith D. Taylor                                  
Name:     Keith D. Taylor                                  
Title:       Chief Financial Officer                      
 
 
GUARANTORS:
EQUINIX LLC  



By:     /s/ Melanie Mock                                   
Name:     Melanie Mock                                   
Title:       Treasurer                                            
 
 
 
SWITCH & DATA LLC
By: Equinix LLC, its sole managing member  



By:     /s/ Melanie Mock                                   
Name:     Melanie Mock                                   
Title:       Treasurer                                           
 
 
 
EQUINIX (US) ENTERPRISES, INC.  
 

By:     /s/ Melanie Mock                                   
Name:     Melanie Mock                                   
Title:       Treasurer                                           


[SIGNATURE PAGE TO CREDIT AGREEMENT]




BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Angela Larkin
Name: Angela Larkin
Title: Assistant Vice President
BANK OF AMERICA, N.A.,
as Existing Administrative Agent
By: /s/ Angela Larkin
Name: Angela Larkin
Title: Assistant Vice President
BANK OF AMERICA, N.A.,
as a Lender and L/C Issuer
By: /s/ Bassam Wehbe
Name: Bassam Wehbe
Title: Senior Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT]




CITIBANK, N.A.,
as a Lender
By: /s/ Robert F. Parr
Name: Robert F. Parr
Title: Managing Director and Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT]




JPMorgan Chase Bank, N.A.,
as a Lender
By: /s/ Bruce Borden
Name: Bruce Borden
Title: Executive Director

[SIGNATURE PAGE TO CREDIT AGREEMENT]




ROYAL BANK OF CANADA
as a Lender
By: /s/ Scott Johnson
Name: Scott Johnson
Title: Authorized Signatory

[SIGNATURE PAGE TO CREDIT AGREEMENT]




The Bank of Tokyo-Mitsubishi UFJ, Ltd.
as a Lender
By: /s/ Matthew Antioco
Name: Matthew Antioco
Title: Director

[SIGNATURE PAGE TO CREDIT AGREEMENT]




BARCLAYS BANK PLC
as a Lender
By: /s/ Ritam Bhalla
Name: Ritam Bhalla
Title: Director

[SIGNATURE PAGE TO CREDIT AGREEMENT]




GOLDMAN SACHS BANK USA,
as a Lender
By: /s/ Rebecca Kratz
Name: Rebecca Kratz
Title: Authorized Signatory

[SIGNATURE PAGE TO CREDIT AGREEMENT]




HSBC BANK USA, N.A.,
as a Lender
By: /s/ Rumesha Ahmed
Name: Rumesha Ahmed
Title: Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT]




ING Capital LLC,
as a Lender
By: /s/ Pim Rothweiler
Name: Pim Rothweiler
Title: Managing Director
By: /s/ Aimee Sunaryo
Name: Aimee Sunaryo
Title: Vice President


[SIGNATURE PAGE TO CREDIT AGREEMENT]




The Toronto-Dominion Bank, New York Branch,
as a Lender
By: /s/ Annie Dorval
Name: Annie Dorval
Title: Authorized Signatory

[SIGNATURE PAGE TO CREDIT AGREEMENT]




Wells Fargo Bank, National Association,
as a Lender
By: /s/ Elizabeth Gaynor
Name: Elizabeth Gaynor
Title: Director

[SIGNATURE PAGE TO CREDIT AGREEMENT]




BNP PARIBAS,
as a Lender
By: /s/ Charles de Clapiers
Name: Charles de Clapiers
Title: Director
By: /s/ Liz Cheng
Name: Liz Cheng
Title: Vice President


[SIGNATURE PAGE TO CREDIT AGREEMENT]




MORGAN STANLEY BANK, N.A.,
as a Lender
By: /s/ Michael King
Name: Michael King
Title: Authorized Signatory

[SIGNATURE PAGE TO CREDIT AGREEMENT]




MIZUHO BANK, LTD.,
as a Lender
By: /s/ Daniel Guevara
Name: Daniel Guevara
Title: Authorized Signatory

[SIGNATURE PAGE TO CREDIT AGREEMENT]




PNC Bank, National Association,
as a Lender
By: /s/ Brandon K. Fiddler
Name: Brandon K. Fiddler
Title: Senior Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT]




Sumitomo Mitsui Banking Corporation,
as a Lender
By: /s/ James D. Weinstein
Name: James D. Weinstein
Title: Managing Director

[SIGNATURE PAGE TO CREDIT AGREEMENT]




The Bank of Nova Scotia,
as a Lender
By: /s/ Winston Lua
Name: Winston Lua
Title: Director

[SIGNATURE PAGE TO CREDIT AGREEMENT]




U.S. Bank National Association,
as a Lender
By: /s/ Lukas Coleman
Name: Lukas Coleman
Title: Vice President


[SIGNATURE PAGE TO CREDIT AGREEMENT]



Exhibit 12.1

EQUINIX, INC.
Computation of Ratio of Earnings to Fixed Charges
(in thousands, except ratio data)

 
Years ended December 31,
 
 
2013
 
2014
 
2015
 
2016
 
2017
 
Earnings:
 
 
 
 
 
 
 
 
 
 
Income from continuing operations before income taxes
$
112,279

 
$
84,733

 
$
210,998

 
$
159,859

 
$
286,832

 
 
 
 
 
 
 
 
 
 
 
 
Fixed charges:
 
 
 
 
 
 
 
 
 
 
Interest expense
248,792

 
270,553

 
299,055

 
392,156

 
478,698

 
Amortization of capitalized interest
4,858

 
5,536

 
6,277

 
6,840

 
8,121

 
Interest factor on operating leases
33,811

 
31,617

 
30,464

 
42,181

 
47,374

 
Subtotal
$
287,461

 
$
307,706

 
$
335,796

 
$
441,177

 
$
534,193

 
 
 
 
 
 
 
 
 
 
 
 
Total earnings
$
399,740

 
$
392,439

 
$
546,794

 
$
601,036

 
$
821,025

 
 
 
 
 
 
 
 
 
 
 
 
Fixed charges:
 
 
 
 
 
 
 
 
 
 
Interest expense
248,792

 
270,553

 
299,055

 
392,156

 
478,698

 
Capitalized interest
10,608

 
19,004

 
10,943

 
13,338

 
22,625

 
Interest factor operating leases
33,811

 
31,617

 
30,464

 
42,181

 
47,374

 
Total fixed charges
$
293,211

 
$
321,174

 
$
340,462

 
$
447,675

 
$
548,697

 
 
 
 
 
 
 
 
 
 
 
 
Ratio of earnings to fixed charges
1.4

x
1.2

x
1.6

x
1.3

x
1.5

x





Exhibit 21.1

Subsidiaries of Equinix, Inc.

Name
Jurisdiction
Equinix, Inc.
Delaware, U.S.
Equinix Pacific LLC
Delaware, U.S.
Equinix South America Holdings, LLC
Delaware, U.S.
Equinix RP II LLC
Delaware, U.S.
CHI 3, LLC
Delaware, U.S.
CHI 3 Procurement, LLC
Illinois, U.S.
Equinix (EMEA) Management Inc.
Delaware, U.S.
SV1, LLC
Delaware, U.S.
LA4, LLC
Delaware, U.S.
NY2 Hartz Way, LLC
Delaware, U.S.
Switch & Data Facilities Company LLC
Delaware, U.S.
Switch and Data Operating Company LLC
Delaware, U.S.
Equinix Canada Ltd. (f/k/a Switch and Data Toronto Ltd.)
Canada
Switch and Data CA Nine LLC
Delaware, U.S.
Switch & Data MA One LLC
Delaware, U.S.
Switch And Data NJ Two LLC
Delaware, U.S.
Switch & Data/NY Facilities Company LLC
Delaware, U.S.
Switch and Data VA Four LLC
Delaware, U.S.
Switch & Data WA One LLC
Delaware, U.S.
Equinix do Brasil Telecomunicações LTDA.
Brazil
Equinix do Brasil Soluções de Tecnologia em Informática Ltda.
Brazil
Equinix (Canada) Enterprises Ltd.
Canada
Equinix (US) Enterprises, Inc. (f/k/a Equinix RP, Inc.)
Delaware, U.S.
Switch & Data LLC (formerly Switch & Data Facilities Company, Inc.) (Formed as LLC effective 12/20/2012)
Delaware, U.S.
Equinix LLC (f/k/a Equinix Operating Co., Inc.) (Formed as LLC effective 12/31/2013)
Delaware, U.S.
EPS Enterprises, Inc.
Delaware, U.S.
Moran Road Partners, LLC
Delaware, U.S.
Equinix Professional Services, Inc.
Delaware, U.S.
Equinix (Government) Enterprises LLC
Delaware, U.S.
Equinix (Velocity) Holding Company
Delaware, U.S.
Equinix (Government) LLC
Delaware, U.S.
Equinix Impact LLC
Delaware, U.S.
Equinix Hong Kong Limited
Hong Kong





Name
Jurisdiction
Equinix Information Technology (Shanghai) Co., Ltd. (亿利互连信息技术(上海)有限公司)
People’s Republic of China
Equinix YP Information Technology (Shanghai) Co., Ltd. (亿利互连数据系统(上海)有限公司)
People’s Republic of China
Equinix Japan K.K.
Japan
Equinix Australia Pty Limited
Australia
Equinix Asia Pacific Pte. Ltd.
Singapore
Equinix Singapore Holdings Pte. Ltd.
Singapore
Equinix Singapore Pte. Ltd. (formerly i-STT Pte Ltd)
Singapore
Equinix (Japan) Enterprises K.K.
Japan
Equinix (Singapore) Enterprises Pte. Ltd.
Singapore
Equinix (Hong Kong) Enterprises Limited
Hong Kong
Equinix (Australia) Enterprises Pty Limited
Australia
Equinix (China) Investment Holding Co., Ltd (亿利互连(中国)投资有限公司)
People’s Republic of China
Equinix (EMEA) Acquisition Enterprises B.V.
The Netherlands
QAON G.K.
Japan
EJAE2 G.K.
Japan
Equinix (Japan) Technology Services K.K.
Japan
Equinix Asia Pacific Holdings Pte Ltd.
Singapore
Equinix WGQ Information Technology (Shanghai) Co., Ltd.
People’s Republic of China
Equinix (London) Limited
United Kingdom
Equinix (Germany) GmbH
Germany
Equinix (Real Estate) GmbH
Germany
Upminster GmbH
Germany
Ancotel UK Limited
United Kingdom
Equinix France SAS
France
Interconnect Exchange Europe SL
Spain
Equinix Italia S.r.l.
Italy
Equinix Middle East FZ-LLC
United Arab Emirates
upminster GmbH
Germany
Equinix (Netherlands) Holdings B.V.
The Netherlands
Equinix (Netherlands) B.V.
The Netherlands
Equinix (EMEA) B.V.
The Netherlands
Equinix (Real Estate) B.V.
The Netherlands
Equinix (Netherlands) Enterprises B.V.
The Netherlands
Equinix (Switzerland) Enterprises GmbH
Switzerland
Equinix (Switzerland) GmbH
Switzerland
Equinix (France) Enterprises SAS
France
Equinix (Germany) Enterprises GmbH
Germany





Name
Jurisdiction
Equinix Group Limited
United Kingdom
Equinix (UK) Limited
United Kingdom
Equinix (UK) Enterprises Limited
United Kingdom
Equinix (Services) Limited
United Kingdom
Equinix Corporation Limited
United Kingdom
Equinix Investments Limited
United Kingdom
Equinix (Spain), S.L.U.
Spain
Equinix (UK) Acquisition Enterprises Limited
United Kingdom
Telecity Group Limited
United Kingdom
Telecity Group Investments Limited
United Kingdom
Telecity Group International Ltd.
United Kingdom
Equinix Turkey Internet Hizmetleri Anonim Sirketi
Turkey
Equinix (Poland) Sp. Z o.o.
Poland
TelecityGroup UK Ltd.
United Kingdom
Equinix (Bulgaria) Data Centers EAD
Bulgaria
TelecityGroup Holdings Ltd.
United Kingdom
Equinix Turkey Enterprises Internet Hizmetleri Anonim Sirketi
Turkey
Equinix (Finland) Oy
Finland
Equinix (Sweden) AB
Sweden
TelecityGroup Spain S.A.
Spain
Equinix (Ireland) Holdings Limited
Ireland
Telecity UK Ltd.
United Kingdom
Equinix (Ireland) Limited
Ireland
Equinix (Ireland) Enterprises Limited
Ireland
Equinix (Sweden) Enterprises AB
Sweden
Equinix (Real Estate) Holdings SC
France
Equinix (Real Estate) SCI
France
Equinix (LD10) Holdings Limited
United Kingdom
Equinix (Italy) Enterprises S.R.L.
Italy
Equinix (Finland) Enterprises Oy
Finland
Equinix (Poland) Enterprises sp. Z o.o.
Poland
VDC I, LLC
Delaware, U.S.
VDC II, LLC
Delaware, U.S.
VDC III, LLC
Delaware, U.S.
VDC IV, LLC
Delaware, U.S.
VDC V, LLC
Delaware, U.S.
VDC VI, LLC
Delaware, U.S.
VDC VII, LLC
Delaware, U.S.
VDC VIII, LLC
Delaware, U.S.





Name
Jurisdiction
Equinix Colombia, Inc.,
Colombia
Equinix Do Brasil Ltda.
Brazil
Zenium EM 2 Limited
Cayman Islands
Zenium Turkey Holdco Limited
Ireland
Data Merkezi Bir Uretim Insaat Sanayi ve Ticaret Limited Sirketi
Turkey
Equinix (Iberia) Holdings S.L.U.
Spain
CloudMas Iberica, S.L.U.
Spain
Itconic, S.A.U.
Spain
Itconic Portugal, S.A.
Portugal
Meteorfunction Unipessoal Lda.
Portugal
Kiinteisto Oy Espoon Sinimaentie 12
Finland
Equinix (LD10) Limited
United Kingdom
Virtu Secure Web Services, B.V.
The Netherlands
Open Hub Med Societa Consortile a responsabilita limitata
Italy





Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-221380) and Form S-8 (No. 333-45280, 333-58074, 333-71870, 333-85202, 333-104078, 333-113765, 333-117892, 333-122142, 333-132466, 333-140946, 333-149452, 333-157545, 333-165033, 333-166581, 333-172447, 333-179677, 333-186873, 333-194229) of Equinix, Inc. of our report dated February 26, 2018 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
San Jose, California
February 26, 2018





Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Peter Van Camp, certify that:
1.        I have reviewed this annual report on Form 10-K of Equinix, Inc.;
2.        Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.        Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.        The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.        The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: February 26, 2018
/s/ Peter Van Camp

Peter Van Camp
Chief Executive Officer and President





Exhibit 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Keith D. Taylor, certify that:
1.        I have reviewed this annual report on Form 10-K of Equinix, Inc.;
2.        Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.        Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.        The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.        The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: February 26, 2018

/s/ Keith D. Taylor
Keith D. Taylor
Chief Financial Officer





Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Equinix, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2017 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Van Camp, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Peter Van Camp

Peter Van Camp
Chief Executive Officer and President

February 26, 2018








Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Equinix, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2017 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Keith D. Taylor, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Keith D. Taylor

Keith D. Taylor
Chief Financial Officer

February 26, 2018