exv4w1





Exhibit
4.1



EXECUTION VERSION




FIRST SUPPLEMENTAL INDENTURE




     FIRST SUPPLEMENTAL INDENTURE dated as of April 28, 2010 (the “Supplemental Indenture”) by and
among Terremark Worldwide, Inc., a Delaware corporation (the “Company”), the Guarantors listed on
the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee”).



WITNESSETH:




     WHEREAS, the Company, the Initial Guarantors named therein and the Trustee previously have
entered into an indenture dated as of June 24, 2009 (the “Original Indenture”) providing for the
issuance of US$420,000,000 of the Company’s 12% Senior Secured Notes due 2017 (the “Original
Notes”);



     WHEREAS, Section 2.02 of the Original Indenture provides that, subsequent to the execution of
the Original Indenture and subject to satisfaction of certain conditions, the Company may issue
Additional Notes (as defined in the Original Indenture);



     WHEREAS, on the date hereof the Company intends to issue US$50,000,000 of its 12% Senior
Secured Notes due 2017 constituting Additional Notes (such Additional Notes referred to herein as
the “Reopening Notes” and, together with the Original Notes, collectively referred to herein as the
“Notes”) pursuant to the Offering Circular dated April 23, 2010 (the “Offering Document”) and the
Original Indenture, as supplemented by this Supplemental Indenture (as so supplemented, the
“Indenture”);



     WHEREAS, as contemplated in the Offering Document, the Company and the Guarantors entered into
a registration rights agreement dated the date hereof (the “Registration Rights Agreement”) with
Credit Suisse Securities (USA) LLC for the benefit of the Holders of the Reopening Notes;



     WHEREAS, as contemplated in the Offering Document, the parties hereto intend the Reopening
Notes to 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 Original Notes all of which shall have the terms
and conditions contemplated in the Indenture and the form of Notes attached as Exhibit A
hereto;



     WHEREAS, the Company and the Guarantors confirm that any and all conditions and requirements
necessary to make this Supplemental Indenture a valid, binding, and legal instrument in accordance
with the terms of the Indenture have been performed, satisfied and fulfilled and the execution and
delivery of this Supplemental Indenture has been in all respects duly authorized;



     WHEREAS, pursuant to Sections 2.02 and 9.01(a)(vii) of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture; and



     WHEREAS, the Company and the Guarantors have requested that the Trustee execute and deliver
this Supplemental Indenture;



 









 





     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained
herein and in the Indenture and for other good and valuable consideration, the receipt and
sufficiency of which are herein acknowledged, the Company, the Guarantors and the Trustee hereby
agree, for the equal and ratable benefit of all Holders, as follows:



ARTICLE 1

DEFINITIONS




     Section 1.01. Defined Terms. All capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Original Indenture, as supplemented hereby. All definitions
in the Original Indenture shall be read in a manner consistent with the terms of this Supplemental
Indenture.



     Section 1.02. Additional Definitions. For the benefit of the Holders of the Notes, Section
1.01 of the Original Indenture shall be supplemented by adding the following definitions, which
supersede any conflicting definitions in the Original Indenture only in respect of this
Supplemental Indenture:



          “Indenture” has the meaning set forth in the recitals to this Supplemental Indenture.




          “Notes” has the meaning set forth in the recitals to this Supplemental Indenture.




          “Offering Document” has the meaning set forth in the recitals to this Supplemental Indenture.




          “Original Indenture” has the meaning set forth in the recitals to this Supplemental Indenture.




          “Original Notes” has the meaning set forth in the recitals to this Supplemental Indenture.




          “Registration Rights Agreement” has the meaning set forth in the recitals to this Supplemental
Indenture.




          “Reopening Notes” has the meaning set forth in the recitals to this Supplemental Indenture.




          “Supplemental Indenture” has the meaning set forth in the heading to this Supplemental
Indenture.




ARTICLE 2

TERMS OF THE NOTES




     Section 2.01. General. In accordance with Section 2.02 of the Original Indenture, the
following terms relating to the Notes are hereby established:



2









 





          (a) Title: The Reopening Notes shall have the title “12% Senior Secured Notes due 2017” and
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 Original Notes.




          (b) Aggregate Amount: The aggregate principal amount of the Reopening Notes that may be
authenticated and delivered under this Supplemental Indenture shall be US$50,000,000 for a total
aggregate principal amount of US$470,000,000 of Notes.




ARTICLE 3

MISCELLANEOUS




     Section 3.01. Effect of this Supplemental Indenture. This Supplemental Indenture supplements
the Original Indenture and shall be a part, and subject to all the terms, thereof. The Original
Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and
confirmed, and the Original Indenture and this Supplemental Indenture shall be read, taken and
construed as one and the same instrument. The Trustee accepts the trusts created by the Original
Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the
terms and conditions of the Original Indenture, as supplemented by this Supplemental Indenture.



     Section 3.02. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.



     Section 3.03. WAIVER OF JURY TRIAL. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE,
THE NOTES OR THE NOTE GUARANTEES.



     Section 3.04. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



     Section 3.05. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.



     Section 3.06. Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Company and the
Guarantors.



[SIGNATURE PAGE TO FOLLOW IMMEDIATELY]




3









 





          IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed by
their respective officers thereunto duly authorized 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 	 
	 
	 	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 	 
	 
	 	Park West Telecommunications Investors, Inc.

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

 	 
	 	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 	 
	 



Terremark — Supplemental Indenture




 









 








	 	 	 	 	 
	 	Technology Center of the Americas, LLC

 	 
	 	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 	 
	 
	 	Terremark Federal Group, Inc.

 	 
	 	By:  	/s/ Nelson Fonseca
 	 
	 	 	Name:  	Nelson Fonseca 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	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 — Supplemental Indenture





 









 








	 	 	 	 	 
	 	Terremark Management Services, 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 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 Data Centers, 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 — Supplemental Indenture




 









 








	 	 	 	 	 
	 	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 — Supplemental Indenture






 









 








	 	 	 	 	 
	 	The Bank of New York Mellon Trust

Company, N.A.

as Trustee

 	 
	 	By:  	/s/ Geraldine Creswell
 	 
	 	 	Name:  	Geraldine Creswell 	 
	 	 	Title:  	Vice President 	 
	 



Terremark — Supplemental Indenture