EX-10.61 Form of First Lien Term Note



 





Exhibit
10.61




TERM NOTE




___________




     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.



     The Borrower promises to pay interest on the unpaid principal amount of each Term Loan from
the date of such Loan until such principal amount is paid in full, at such interest rates and at
such times as provided in the Credit Agreement. All payments of principal and interest shall be
made to the Administrative Agent for the account of the Lender in Dollars in immediately available
funds, pursuant to the terms of the Credit Agreement. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after judgment) computed at the per
annum rate set forth in the Credit Agreement.



     This Term Note is one of the Term Notes referred to in the Credit Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions
provided therein. This Term Note is also entitled to the benefits of the Subsidiary Guaranty and
is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of
Default specified in the Credit Agreement, all amounts then remaining unpaid on this Term Note
shall in certain circumstances become, or may be declared to be, immediately due and payable all as
provided in the Credit Agreement. Term Loans made by the Lender shall be evidenced by one or more
loan accounts or records maintained by the Lender in the ordinary course of business. The Lender
may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of
its Loans and payments with respect thereto.



     The Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this
Term Note.



     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.



	 	 	 	 	 
	 	TERREMARK WORLDWIDE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



First Lien Term Note





 









 





LOANS AND PAYMENTS WITH RESPECT THERETO




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	Outstanding	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	End of	 	 	Principal or	 	 	Principal	 	 	 	 
	 	 	 	 	Type of Loan	 	 	Amount of	 	 	Interest	 	 	Interest Paid	 	 	Balance	 	 	Notation	 
	 	Date	 	 	Made	 	 	Loan Made	 	 	Period	 	 	This Date	 	 	This Date	 	 	Made By	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





First Lien Term Note