exv10w3






Exhibit
10.3




EXECUTION VERSION




AMENDMENT NO. 1 TO COLLATERAL TRUST AGREEMENT




          This AMENDMENT NO. 1 TO COLLATERAL TRUST AGREEMENT (this “Amendment”), dated as of April 28,
2010, is made by and among Terremark Worldwide, Inc. (the “Company”), the Guarantors listed on the
signature page hereto, and U.S. Bank National Association, as collateral trustee (in such capacity,
the “Collateral Trustee”).




PRELIMINARY STATEMENTS:




          (1) Reference is made to that certain 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 the Company, the Guarantors from time to time party
thereto, the Trustee (as defined below), the other Secured Debt Representatives from time to time
party thereto and the Collateral Trustee. Capitalized terms used but not otherwise defined herein
shall have the meaning set forth in the Collateral Trust Agreement.




          (2) The Company and the other Grantors have entered into an indenture dated as of June 24,
2009 (as supplemented by the Supplemental Indenture referred to below and as further amended,
restated, supplemented and otherwise modified from time to time (the “Indenture”) with The Bank of
New York Mellon Trust Company, N.A., as trustee (the “Trustee”) for the holders of the Company’s
12.00% Senior Secured Notes due 2017 (including the $50,000,000 aggregate principal amount of
additional notes (the “Additional Notes”) issued under the Indenture, as supplemented by a First
Supplemental Indenture dated as of April 28, 2010 (the “Supplemental Indenture”) and any other
additional notes that may be issued under the Indenture from time to time and any exchange notes
issued in respect of such notes and additional notes, the “Notes”). The Company has designated
such Additional Notes as Additional Secured Debt, which will be Parity Lien Debt permitted by each
applicable Secured Debt Document to be secured by a Parity Lien Equally and Ratably with all
existing and future Parity Lien Debt.




          (3) As permitted under Section 7.1(a)(1)(i) of the Collateral Trust Agreement, the parties
hereto have agreed to amend the Collateral Trust Agreement as hereinafter set forth.




          SECTION 1. Amendments. The Collateral Trust Agreement is, subject to the satisfaction of the
condition precedent set forth in Section 2 hereof, hereby amended as follows:





     (a) Section 1.1 is amended by adding the following definition in alphabetical order:



          “Additional Notes” means the $50,000,000 aggregate principal amount of 12.00% Senior Secured
Notes due 2017 issued pursuant to a First Supplemental Indenture, dated as of April 28, 2010, to
the Indenture.




Amendment No.1 to

Collateral Trust Agreement




 









 









     (b) Section 3.8(b) is amended by the deleting the word “and” immediately prior to
subclause (4) of Section 3.8(b) and inserting the phrase “provided that, with respect to the
issuance of the Additional Notes, the Company and the Guarantors shall use their reasonable
best efforts to have all necessary actions taken promptly following the date of the issuance
of such Additional Notes to amend the relevant Security Documents governing the Mortgages
and the pledge agreements governing the Company’s foreign subsidiaries to reflect the
issuance of the Additional Notes, such actions to be completed no later than 60 days
thereafter; and” immediately after the semicolon at the end of subclause (3) of Section
3.8(b).



          SECTION 2. Conditions to Effectiveness. This Amendment shall become effective on and as of the
first date (the “Amendment No. 1 Effective Date”) on which this Amendment shall have been duly
executed and delivered by the Company, the Guarantors and the Collateral Trustee.




          SECTION 3. Reference to and Effect on the Secured Debt Documents.





     (a) On and after the Amendment No. 1 Effective Date, each reference in the Collateral
Trust Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring
to the Collateral Trust Agreement, and each reference in the Indenture or each other
Security Document to “the Collateral Trust Agreement”, “thereunder”, “thereof” or words of
like import referring to the Collateral Trust Agreement, shall mean and be a reference to
the Collateral Trust Agreement, as amended by this Amendment.




     (b) The Collateral Trust Agreement, as specifically amended by this Amendment, is and
shall continue to be in full force and effect and is hereby in all respects ratified and
confirmed.



          SECTION 4. Execution in Counterparts. This Amendment may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original but
all of which when taken together shall constitute a single contract, and shall become effective as
provided in Section 5 hereof. Delivery of an executed signature page to this Amendment by
facsimile transmission, or by “pdf”, “tiff” or similar electronic graphic file transmission shall
be as effective as delivery of a manually signed counterpart of this Amendment.




          SECTION 5. Binding Effect. This Amendment shall become effective on the Amendment No.
1 Effective Date when counterparts hereof which, when taken together, bear the signatures of each
of the parties hereto, have been duly executed and delivered to the Collateral Trustee.




          SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO SUCH STATE’S CONFLICTS OF LAWS PRINCIPLES OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK.




Amendment No.1 to

Collateral Trust Agreement





 









 







IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Collateral Trust Agreement to
be executed by their respective officers or representatives as of the day and year first above
written.




	 	 	 	 	 
	 	TERREMARK WORLDWIDE, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TERREMARK NORTH AMERICA, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TERREMARK EUROPE, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TERRENAP DATA CENTERS, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Terremark — Amendment to Collateral Trust Agreement





 









 








	 	 	 	 	 
	 	PARK WEST TELECOMMUNICATIONS INVESTORS, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TECOTA SERVICES CORP.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TECHNOLOGY CENTER OF THE AMERICAS, LLC

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TERREMARK FEDERAL GROUP, INC.

 	 
	 	By:  	/s/ Nelson Fonseca
 	 
	 	 	Name:  	Nelson Fonseca 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Terremark — Amendment to Collateral Trust Agreement




 









 








	 	 	 	 	 
	 	TERREMARK FINANCIAL SERVICES, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TERREMARK FORTUNE HOUSE #1, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TERREMARK LATIN AMERICA, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TERREMARK MANAGEMENT SERVICES, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Terremark — Amendment to Collateral Trust Agreement





 









 








	 	 	 	 	 
	 	TERREMARK REALTY, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TERREMARK TECHNOLOGY CONTRACTORS, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TERREMARK TRADEMARK HOLDINGS, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TERRENAP SERVICES, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Terremark — Amendment to Collateral Trust Agreement





 









 








	 	 	 	 	 
	 	SPECTRUM TELECOMMUNICATIONS CORP.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	NAP OF THE CAPITAL REGION, LLC

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	NAP WEST, LLC

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TERREMARK DATAVAULTING LLC



By its sole member:

Terremark North America, Inc.

 	 
	 	By:  	                     /s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Terremark — Amendment to Collateral Trust Agreement





 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as 
Collateral Trustee

 	 
	 	By:  	/s/ Paul O’Brien
 	 
	 	 	Name:  	Paul O’Brien 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                      /s/ Thomas J. Brett
 	 
	 	 	Name:  	Thomas J. Brett 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Terremark — Amendment to Collateral Trust Agreement