exv4w2






Exhibit 4.2




RULE 144A GLOBAL NOTE




     THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE)
OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY
BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.



     THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.



     THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
RULE 144 UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, (IV) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING
OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR (V) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, SUBJECT TO THE
COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE
(ii) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT, OR PURSUANT TO CLAUSES (iii) OR (iv), TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ORDER TO



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DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT, AND
(II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING IN THE INDENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT
OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.









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CUSIP 881448AG9




ISIN: US881448AG96




RULE 144A GLOBAL NOTE

12% Senior Secured Notes due 2017




			
	No. A-2
	 	$50,000,000.00






TERREMARK WORLDWIDE, INC.



promises to pay to CEDE & CO. or registered assigns, the principal sum of FIFTY MILLION AND 00/100
United States Dollars on June 15, 2017.



Interest Payment Dates: June 15 and December 15



Record Dates: June 1 and December 1




          Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.









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IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its
duly authorized officers.




	 	 	 	 	 
	 	TERREMARK WORLDWIDE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



(Trustee’s Certificate of Authentication)





	 	 	 	This is one of the 12% Senior Secured Notes due 2017 described in
the within-mentioned Indenture.
	 
	 	 	 	Dated: April 28, 2010
	 
	 	 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	 
	 	 	 	as Trustee





	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Authorized Signatory 	 	 
	 	 	 	 



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[Reverse Side of Note]




TERREMARK WORLDWIDE, INC.



12% Senior Secured Notes due 2017



          Capitalized terms used herein shall have the respective meanings assigned to them in the
Indenture referred to below unless otherwise indicated.





     1. Interest. The Company promises to pay interest on the principal amount of this Note at 12%
per annum from December 15, 2009 until maturity and shall pay the Additional Interest, if any,
payable pursuant to Section 6 of the Registration Rights Agreement referred to below. The Company
shall pay interest and Additional Interest, if any, semi-annually in arrears on June 15 and
December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business
Day (each an “Interest Payment Date”). Interest on this Note shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from December 15, 2009;
provided that if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment Date. The Company
shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, at the interest rate on the Notes; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful. Interest shall be computed on
the basis of a 360-day year of twelve 30-day months.



     2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest)
and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of
business on the record date immediately preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.13 of the Indenture with respect to defaulted interest. The Notes shall be payable as to
principal, premium and Additional Interest, if any, and interest at the office or agency of the
Company maintained for such purpose or, at the option of the Company, payment of interest and
Additional Interest, if any, may be made by check mailed to the Holders at their addresses set
forth in the register of Holders, and provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of and interest, premium and Additional
Interest, if any, on, all Global Notes and to any Holder of Notes which shall have provided wire
transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts. If a payment date is a date other than a Business Day at a place of
payment, payment may be made at that place on the next succeeding day that is a Business Day and no
interest shall accrue for the intervening period.



     3. Paying Agent and Registrar. Initially, the Trustee under the Indenture shall act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any such capacity.



     4. Indenture. The Company issued the Notes under an Indenture dated as of June 24, 2009 (as
supplemented from time to time, the “Indenture”) among the Company, the Guarantors



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and the Trustee. The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are
subject to all such terms, and Holders are referred to the Indenture and such Act for a statement
of such terms. To the extent any provision of this Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture
pursuant to which this Note is issued provides that an unlimited aggregate principal amount of
Additional Notes may be issued thereunder.




     This Note shall be consolidated, form a single series and be treated as a single class for all
purposes under the Indenture and be fully fungible with the Company’s US$420,000,000 12% Senior
Secured Notes due 2017 for a total aggregate principal amount of US$470,000,000 of Notes.



          5. Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this
Paragraph 5, the Company shall not have the option to redeem the Notes prior to June 15, 2013. On
or after June 15, 2013, the Company may redeem all or a part of the Notes on any one or more
occasions, at the redemption prices (expressed as percentages of principal amount of the Notes to
be redeemed) set forth below plus accrued and unpaid interest (and Additional Interest, if any) on
the Notes redeemed, to the applicable redemption date (subject to the rights of Holders of record
on the relevant record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period beginning on June 15 of each of the years indicated below:




	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	106.000	%
	2014
	 	 	103.000	%
	2015 and thereafter
	 	 	100.000	%







          (b) At any time prior to June 15, 2012, the Company may on any one or more occasions redeem up
to 35% of the aggregate principal amount of Notes issued hereunder at a redemption price of
112.000% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest,
if any, thereon to the applicable redemption date (subject to the right of the Holders of record on
the relevant record date to receive interest due on the relevant interest payment date), with the
net cash proceeds of one or more Equity Offerings; provided that:





     (1) at least 65% of the aggregate principal amount of Notes issued under this
Indenture remains outstanding immediately after the occurrence of such redemption
(excluding Notes held by the Company or any of its Subsidiaries); and




     (2) the redemption occurs within 120 days of the date of the closing of such
Equity Offering.



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          (c) At any time prior to June 15, 2013, the Company may redeem all or a part of the Notes at a
redemption price equal to 100% of the principal amount of the Notes to be redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the
applicable redemption date (subject to the rights of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date).




          6. Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder of the
Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or
in integral multiples of $1,000 in excess thereof) of that Holder’s Notes (the “Change of Control
Offer”) at a price in cash (the “Change of Control Payment”) equal to not less than 101.000% of the
aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of
repurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date (the “Change of Control Payment Date,”
which date will be no earlier than the date of such Change of Control). The Change of Control
Offer shall be made in accordance with Section 4.14 of the Indenture.




          (b) In accordance with Section 4.10 of the Indenture, the Issuer will be required to offer to
purchase the Notes upon certain asset sales (as defined in the Indenture).




     7. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company is not required to transfer or exchange any Note selected
for redemption. Also, the Company is not required to transfer or exchange any Note for a period of
15 days before a selection of Notes to be redeemed. Transfer may be restricted as provided in the
Indenture.



     8. Persons Deemed Owners. The registered Holder of a Note shall be treated as its owner for
all purposes.



     9. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the Notes then outstanding (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and,
subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default or
compliance with any provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in aggregate principal amount of the then outstanding Notes (including,
without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes). Without the consent of any Holder of a Note, the Indenture or the Notes may be
amended or supplemented to, among other things, cure any ambiguity, defect or inconsistency, or to
make any change that does not adversely affect the legal rights under the Indenture of any such
Holder.



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     10. Defaults and Remedies. In the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company, any of its Significant Subsidiaries or any of
its Restricted Subsidiaries that together constitute a Significant Subsidiary, all outstanding
Notes shall become due and payable immediately without further action or notice. If any other
Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the then outstanding Notes may declare all the Notes to be due and payable
immediately by notice in writing to the Company specifying the Event of Default. Holders of the
Notes may not enforce the Indenture or the Notes except as provided in the Indenture and the
Security Documents. Subject to certain limitations, Holders of a majority in aggregate principal
amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default
(except a Default or Event of Default relating to the payment of principal, premium, if any,
interest or Additional Interest, if any) if it determines that withholding notice is in their
interest. Holders of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind and annul a
declaration of acceleration pursuant to Section 6.02 of the Indenture, and its consequences, and
waive any related existing Default or Event of Default (except a continuing Default or Event of
Default in the payment of interest or Additional Interest, if any, premium, if any, or on the
principal of the Notes) if certain conditions are satisfied.



     11. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may
make loans to, accept deposits from, and perform services for the Company or its Affiliates, and
may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.



     12. No Recourse Against Others. No director, officer, employee, incorporator, stockholder,
member, manager or partner of the Company or any Guarantor, as such, shall have any liability for
any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note
Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.



     13. Authentication. This Note shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.



     14. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.
In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global
Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration
Rights Agreement dated as of April 28, 2010, between the Company, the Guarantors and the parties
named on the signature pages thereof (the “Registration Rights Agreement”).



     15. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes
and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.



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     16. Guarantee. The Company’s obligations under the Notes are fully and unconditionally
guaranteed, jointly and severally, by the Guarantors.



     17. Collateral. The obligations of the Company and the Guarantors under the Indenture, the
Notes and the Note Guarantees are secured by a Lien on the Collateral pursuant to the Security
Documents.



     18. Copies of Documents. The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be
made to:


Terremark Worldwide, Inc.

One Biscayne Tower

2 South Biscayne Blvd., Suite 2800

Miami, FL 33131

Attn: Chief Legal Officer









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	Assignment Form
	 	 
	 
	To assign this Note, fill in the form below:
	 	 
	 
	(I) or (we) assign and transfer this Note to:

	 	
                                                                      
	 

	 	(Insert assignee’s legal name)
	 






 

(Insert assignee’s soc. sec. or tax I.D. no.)

 



 



 



 

(Print or type assignee’s name, address and zip code)



and
irrevocably appoint
 

to transfer this Note on the books of the Company. The agent may
substitute another to act for him.



Date:                          




	 	 	 	 	 
	 	 	 
	 	Your Signature: 	
 
	 	 	 	     (Sign exactly as your name appears on the face of this Note) 
	 	 	 	 
	 


Signature
Guarantee*:           
                                                  
                              




 


*   Participant in a recognized Signature Guarantee Medallion Program

(or other signature guarantor acceptable to the Trustee).


















 







OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or
4.14 of the Indenture, check the appropriate box below:



o Section 4.10                      o Section 4.14




          If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:



$
                                        



Date:
                                        

Your Signature:                                                        




(Sign exactly as your name appears on the face of this Note)



Tax Identification No.:
                     
                    
          




Signature Guarantee*:
                     
                    
          




 


*   Participant in a recognized Signature Guarantee Medallion Program

(or other signature guarantor acceptable to the Trustee).





















 








SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




          The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:




	 	 	 	 	 	 	 	 	 

	Date of Exchange

	 	Amount of Decrease in 

Principal Amount at 

Maturity 

of this Global Note
	 	Amount of Increase in 

Principal Amount at 

Maturity 

of this Global Note
	 	Principal Amount at

 Maturity
of this Global Note 

Following such 

decrease (or increase)
	 	Signature of 

Authorized Officer 

of Trustee or

 Note Custodian