TERREMARK WORLDWIDE, INC. and THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE INDENTURE Dated as of January 5, 2007 $4,000,000 PRINCIPAL AMOUNT 0.50% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2009Indenture • January 11th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of January 5, 2007, between Terremark Worldwide, Inc., a Delaware corporation (the “Company”), and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
TERREMARK WORLDWIDE, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • Florida
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), is made and entered into as of January 5, 2007, by and between Terremark Worldwide, Inc. (the “Company”) and Credit Suisse International (the “Purchaser”).
TERREMARK WORLDWIDE, INC. 0.50% SENIOR SUBORDINATED CONVERTIBLE NOTE DUE 2009Subordination Agreement • January 11th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone)
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF JANUARY 5, 2007 AMONG TERREMARK WORLDWIDE, INC. AS THE ISSUER, THE TRUSTEE, FMP AGENCY SERVICES, LLC, AS THE AGENT TO THE SENIOR CREDITORS NAMED THEREIN, AND CREDIT SUISSE, INTERNATIONAL, AS THE SUBORDINATED CREDITOR NAMED THEREIN, AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AND INTERCREDITOR AGREEMENT.
SECURITY AGREEMENT By TERREMARK WORLDWIDE, INC., as Issuer and THE GUARANTORS PARTY HERETO and CREDIT SUISSE, CAYMAN ISLANDS BRANCH as Agent Dated as of January 5, 2007Security Agreement • January 11th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
SECURITY AGREEMENT dated as of January 5, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the “Agreement”) made by TERREMARK WORLDWIDE, INC., a Delaware corporation (the “Issuer”) and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of CREDIT SUISSE, CAYMAN ISLANDS BRANCH, in its capacity as collateral agent for the Secured Parties (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Agent”).
PURCHASE AGREEMENT among TERREMARK WORLDWIDE, INC., as Issuer, The Guarantors named herein, The Agent named herein and The Purchasers named herein Dated as of January 5, 2007 Relating to: $10,000,000 Aggregate Principal Amount of Senior Subordinated...Purchase Agreement • January 11th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (the “Deed of Trust”), dated as of [ ], 200[ ], made by NAP OF THE AMERICAS/WEST, INC., a Florida corporation having an office at 2601 S Bayshore Drive, 9th Floor, Miami, FL 33133, as Grantor, assignor and debtor (in such capacities and together with any successors in such capacities, the “Grantor”), in favor of [ ], a [ ] having an office at [ ], as trustee under this Deed of Trust (together with any successors in such capacities, the “Trustee”) for the benefit of [], a [ ] having an office at [ ]as agent for Secured Parties (as hereinafter defined), as beneficiary, assignee and secured party (in such capacities and together with any successors in such capacities, the “Beneficiary”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • January 11th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
This SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of January 5, 2007 is among TERREMARK WORLDWIDE, INC., a Delaware corporation (the “Company”); NAP OF THE AMERICAS, INC.; NAP OF THE AMERICAS/WEST, INC.; OPTICAL COMMUNICATIONS, INC.; PARK WEST TELECOMMUNICATIONS INVESTORS, INC.; SPECTRUM TELECOMMUNICATIONS CORP.; TECOTA SERVICES CORP.; TERREMARK FINANCIAL SERVICES, INC.; TERREMARK FORTUNE HOUSE #1, INC.; TERREMARK LATIN AMERICA, INC.; TERREMARK MANAGEMENT SERVICES, INC.; TERREMARK REALTY, INC.; TERREMARK TECHNOLOGY CONTRACTORS, INC.; TERRREMARK TRADEMARK HOLDINGS, INC.; TERRENAP DATA CENTERS, INC.; TERRENAP SERVICES, INC.; TERREMARK FEDERAL GROUP, INC.; and TERREMARK EUROPE, INC. (each, a “Guarantor” and, collectively, the “Guarantors”), FALCON MEZZANINE PARTNERS, LP (“Falcon”), STICHTING PENSIOENFONDS VOOR DE GEZOND-HEID, GEESTELIJKE EN MAATSCHAPPELIJKE BELANGEN (“SPM”), STICHTING PENSIOENFONDS ABP (“ABP” and, together with Falcon and SPM, the “Senior Credito
AMENDMENT, CONSENT AND WAIVERConsent and Waiver • January 11th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
This AMENDMENT, CONSENT AND WAIVER (the “Amendment”) dated as of January 5, 2007, is entered into by TERREMARK WORLDWIDE, INC., a Delaware corporation (“the Company”), the Guarantors, FMP Agency Services, LLC (the “Agent”) and the Noteholders named herein.
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • January 11th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
This SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of January 5, 2007 is among TERREMARK WORLDWIDE, INC., a Delaware corporation (“the Company”); NAP OF THE AMERICAS, INC.; NAP OF THE AMERICAS/WEST, INC.; OPTICAL COMMUNICATIONS, INC.; PARK WEST TELECOMMUNICATIONS INVESTORS, INC.; SPECTRUM TELECOMMUNICATIONS CORP.; TECOTA SERVICES CORP.; TERREMARK FINANCIAL SERVICES, INC.; TERREMARK FORTUNE HOUSE #1, INC.; TERREMARK LATIN AMERICA, INC.; TERREMARK MANAGEMENT SERVICES, INC.; TERREMARK REALTY, INC.; TERREMARK TECHNOLOGY CONTRACTORS, INC.; TERRREMARK TRADEMARK HOLDINGS, INC.; TERRENAP DATA CENTERS, INC.; TERRENAP SERVICES, INC.; TERREMARK FEDERAL GROUP, INC.; and TERREMARK EUROPE, INC. (each, a “Guarantor” and, collectively, the “Guarantors”), FALCON MEZZANINE PARTNERS, LP (“Falcon”), STICHTING PENSIOENFONDS VOOR DE GEZOND-HEID, GEESTELIJKE EN MAATSCHAPPELIJKE BELANGEN (“SPM”), STICHTING PENSIOENFONDS ABP (“ABP” and, together with Falcon and SPM, the “Senior Credito
