TERM NOTETerm Note • August 6th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone)
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _______________ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Term Loan from time to time made by the Lender to the Borrower under that certain First Lien Senior Secured Credit Agreement, dated as of July [ ], 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Terremark Worldwide, Inc., the Lenders from time to time party thereto and Credit Suisse, acting through one or more of its branches, or any Affiliate thereof (collectively, “Credit Suisse”), as Administrative Agent and as Collateral Agent.
FIRST LIEN SUBSIDIARY GUARANTY Dated as of July 31, 2007 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINFirst Lien Subsidiary Guaranty • August 6th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
FIRST LIEN SUBSIDIARY GUARANTY dated as of July 31, 2007 made by the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).
SECOND LIEN SUBSIDIARY GUARANTY Dated as of July 31, 2007 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN Terremark...Second Lien Subsidiary Guaranty • August 6th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
SECOND LIEN SUBSIDIARY GUARANTY dated as of July 31, 2007 made by the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 6th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
This INTERCREDITOR AGREEMENT, is dated as of July 31, 2007, and entered into by and among TERREMARK WORLDWIDE, INC., a Delaware corporation (the “Company”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“Credit Suisse”), in its capacity as collateral agent for the First Lien Lenders (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Agent”), and Credit Suisse, in its capacity as collateral agent for the Second Lien Lenders (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
FIRST LIEN SECURITY AGREEMENT Dated July 31, 2007 From TERREMARK WORLDWIDE, INC., and the other Grantors referred to herein, as Grantors to CREDIT SUISSE, as Collateral Agent Terremark — First Lien Security AgreementFirst Lien Security Agreement • August 6th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
SECOND LIEN SENIOR SECURED CREDIT AGREEMENT Dated as of July 31, 2007 among TERREMARK WORLDWIDE, INC., as the Borrower, CREDIT SUISSE, as Administrative Agent, The Other Lenders Parties Hereto and CREDIT SUISSE, as Collateral Agent CREDIT SUISSE...Second Lien Senior Secured Credit Agreement • August 6th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
This SECOND LIEN SENIOR SECURED CREDIT AGREEMENT (“Agreement”) is entered into as of July 31, 2007, among TERREMARK WORLDWIDE, INC., a Delaware corporation, as the borrower (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), and CREDIT SUISSE, acting through one or more of its branches, or any Affiliate thereof (collectively, “Credit Suisse”), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 1.01.
FIRST LIEN SENIOR SECURED CREDIT AGREEMENT Dated as of July 31, 2007 among TERREMARK WORLDWIDE, INC., as the Borrower, CREDIT SUISSE, as Administrative Agent, The Other Lenders Parties Hereto, CREDIT SUISSE, as Collateral Agent and SOCIETE GENERALE,...First Lien Senior Secured Credit Agreement • August 6th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
This FIRST LIEN SENIOR SECURED CREDIT AGREEMENT (“Agreement”) is entered into as of July 31, 2007, among TERREMARK WORLDWIDE, INC., a Delaware corporation, as the borrower (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), CREDIT SUISSE, acting through one or more of its branches, or any Affiliate thereof (collectively, “Credit Suisse”), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) and SOCIETE GENERALE, as syndication agent. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 1.01.
SECOND LIEN SECURITY AGREEMENT Dated July 31, 2007 From TERREMARK WORLDWIDE, INC., and the other Grantors referred to herein, as Grantors to CREDIT SUISSE, as Collateral Agent Terremark — Second Lien Security AgreementSecond Lien Security Agreement • August 6th, 2007 • Terremark Worldwide Inc • Telephone communications (no radiotelephone) • New York
