TERREMARK WORLDWIDE, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2010 • Terremark Worldwide Inc. • Telephone communications (no radiotelephone) • New York
Terremark Worldwide, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), upon the terms set forth in a purchase agreement dated April 23, 2010 (the “Purchase Agreement”), $50,000,000 aggregate principal amount of its 12.00% Senior Secured Notes due 2017 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by the subsidiary guarantors of the Company named in Schedule A hereto (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued as “Additional Notes” pursuant to an Indenture, dated as of June 24, 2009, as supplemented by a First Supplemental Indenture, dated as of the date hereof (as so supplemented, the “Indenture”) among the Issuer, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), and shall form the same series under the Indenture and be treated as a single class for all purposes
TERREMARK WORLDWIDE, INC. $50,000,000 12.00% Senior Secured Notes due 2017 PURCHASE AGREEMENTPurchase Agreement • April 29th, 2010 • Terremark Worldwide Inc. • Telephone communications (no radiotelephone) • New York
ADDITIONAL SECURED DEBT DESIGNATIONAdditional Secured Debt Designation • April 29th, 2010 • Terremark Worldwide Inc. • Telephone communications (no radiotelephone)
Reference is made to the Collateral Trust Agreement dated as of June 24, 2009 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among Terremark Worldwide, Inc., a Delaware corporation (the “Company”), the Guarantors from time to time party thereto, The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture (as defined therein), the other Secured Debt Representatives from time to time party thereto and U.S. Bank National Association, as Collateral Trustee. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Collateral Trust Agreement. This Additional Secured Debt Designation is being executed and delivered in order to designate additional secured debt as Parity Lien Debt entitled to the benefit of the Collateral Trust Agreement.
AMENDMENT NO. 1 TO COLLATERAL TRUST AGREEMENTCollateral Trust Agreement • April 29th, 2010 • Terremark Worldwide Inc. • Telephone communications (no radiotelephone) • New York
This AMENDMENT NO. 1 TO COLLATERAL TRUST AGREEMENT (this “Amendment”), dated as of April 28, 2010, is made by and among Terremark Worldwide, Inc. (the “Company”), the Guarantors listed on the signature page hereto, and U.S. Bank National Association, as collateral trustee (in such capacity, the “Collateral Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • April 29th, 2010 • Terremark Worldwide Inc. • Telephone communications (no radiotelephone) • New York
FIRST SUPPLEMENTAL INDENTURE dated as of April 28, 2010 (the “Supplemental Indenture”) by and among Terremark Worldwide, Inc., a Delaware corporation (the “Company”), the Guarantors listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
