TERREMARK WORLDWIDE, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 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 November 8, 2010 (the “Purchase Agreement”), $75,000,000 aggregate principal amount of its 9.500% Second Lien Secured Notes due 2013 (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 pursuant to an Indenture, dated as of November 16, 2010 (the “Indenture”) among the Issuer, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”). As an inducement to the Initial Purchaser, the Company agrees with the Initial Purchaser, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchaser), the Excha
SECOND LIEN SECURITY AGREEMENT Dated November 16, 2010 From TERREMARK WORLDWIDE, INC., and the other Grantors referred to herein, as Grantors to as Collateral Trustee Terremark — Second Lien Security AgreementSecond Lien Security Agreement • November 22nd, 2010 • Terremark Worldwide Inc. • Telephone communications (no radiotelephone) • New York
SECOND LIEN SECURITY AGREEMENT dated November 16, 2010 (this “Agreement”) made by Terremark Worldwide, Inc., a Delaware corporation (the “Company”), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined in Section 24) (the Company and the Persons so listed and the Additional Grantors being, collectively, the “Grantors”), to U.S. Bank National Association, (“US Bank”), as collateral trustee (in such capacity, together with any successor collateral trustee appointed pursuant to the Collateral Trust Agreement (as hereinafter defined), the “Collateral Trustee”) for the Junior Lien Representatives and the holders of Junior Lien Obligations (each as defined in the Collateral Trust Agreement and collectively, together with the Collateral Trustee, the “Secured Parties”).
ADDITIONAL SECURED DEBT DESIGNATIONAdditional Secured Debt Designation • November 22nd, 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 either Parity Lien Debt or Junior Lien Debt entitled to the benefit of the Collateral Trust Agreement.
COLLATERAL TRUST JOINDER — ADDITIONAL DEBTCollateral Trust Joinder • November 22nd, 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 Collateral Trust Joinder is being executed and delivered pursuant to Section 3.8 of the Collateral Trust Agreement as a condition precedent to the debt for which the undersigned is acting as agent being entitled to the benefits of being Additional Secured Debt under the Collateral Trust Agreement.
SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENTSecond Lien Intellectual Property Security Agreement • November 22nd, 2010 • Terremark Worldwide Inc. • Telephone communications (no radiotelephone) • New York
WHEREAS, Terremark Worldwide, Inc., a Delaware corporation (the “Company”) and the Grantors have entered into an Indenture dated as of November 16, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Indenture”), with The Bank of New York Mellon Trust Company, N.A., as trustee, (the “Second Lien Trustee”) and the Guarantors party thereto.
