exv10w1






Exhibit 10.1




FIRST SUPPLEMENTAL INDENTURE




     This First Supplemental Indenture (this “Supplemental Indenture”), dated as of February 28,
2011, is entered into by and between Terremark Worldwide, Inc., a Delaware corporation (the
"Company”), and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York
Trust Company, N.A.), as trustee under the Indenture referred to below (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
"Indenture”), dated as of May 2, 2007, providing for the issuance of 6.625% Senior Convertible
Notes due 2013 (the “Securities”);



     WHEREAS, pursuant to Section 9.2 of the Indenture, the Company, with the consent of the
Trustee, may amend or supplement the Indenture or the Securities with the consent of the Holders of
at least a majority in aggregate principal amount of the Securities outstanding;



     WHEREAS, pursuant to a consent solicitation statement and related consent form, each dated
February 14, 2011 (collectively, the “Consent Documents”), the Company has solicited (the
"Solicitation”) and obtained from the Holders of in excess of a majority in aggregate principal
amount of the Securities outstanding such Holders’ consent to the Reporting Amendment (as defined
below) to the Indenture in exchange for the right to receive, upon the terms and subject to the
conditions set forth in the Consent Documents, a consent fee (the “Consent Fee”);



     WHEREAS, on January 27, 2011, the Company entered into an Agreement and Plan of Merger (as it
may be amended from time to time, the “Merger Agreement”) with Verizon Communications Inc., a
Delaware corporation (“Verizon”) and Verizon Holdings Inc., a Delaware corporation and a
wholly-owned subsidiary of Verizon (the “Purchaser”);



     WHEREAS, pursuant to the Merger Agreement, on February 10, 2011, the Purchaser commenced an
offer to purchase all of the outstanding shares (the “Shares”) of the Company’s common stock, $.001
par value (the “Common Stock”) at a purchase price of $19.00 per Share, net to the seller in cash,
without interest thereon and less any applicable withholding taxes, upon the terms and subject to
the conditions set forth in the offer to purchase and the related letter of transmittal, each dated
February 10, 2011 (each as may be amended or supplemented from time to time and collectively
constituting the “Verizon Equity Offer”);



     WHEREAS, the Merger Agreement provides, among other things, that following the consummation of
the Verizon Equity Offer and subject to certain conditions, the Purchaser will be merged with and
into the Company (the “Merger”) with the Company being the surviving corporation, wholly-owned by
Verizon, and that, as a result of the Merger, all of the then issued and outstanding Shares of the
Company (subject to exceptions as provided in the Merger Agreement) will be automatically cancelled
and converted into the right to receive an amount in cash equal to $19.00 per Share, without
interest thereon and less any applicable withholding taxes (the “Merger Consideration”);



 









 





     WHEREAS, the Reporting Amendment will not become operative until the direct or indirect
acquisition by Verizon of a majority of the Shares then outstanding determined on a fully-diluted
basis (whether as a result of the consummation of the Verizon Equity Offer or the consummation of
the Merger or both) (the “Verizon Acquisition”) and the satisfaction or waiver of the Consent
Conditions (as defined in the Consent Documents); and



     WHEREAS, Section 10.12 of the Indenture provides, among other things, that in the case of any
merger involving the Company which results in any reclassification of, or change in, the Company’s
Common Stock (other than a change in name, or par value, or from par value to no par value, or from
no par value to par value or as a result of a subdivision or combination), the Company shall, as a
condition precedent to such merger, execute with the Trustee a supplemental indenture providing
that, at and after the effective time of such merger, the Holder of each Security then outstanding
shall have the right to convert such Security into the kind and amount of shares of stock and other
securities and property (including cash) receivable upon such merger by a holder of the number of
shares of Common Stock deliverable upon conversion of such Security immediately prior to such
merger.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually
covenant and agree as follows:



          1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



          2. Reporting Amendment. (a) Subject to Section 2(b) below, the Indenture is hereby
amended as follows (such amendments collectively, the “Reporting Amendment”):




(i) The definition of “Rule 144A” contained in Section 1.1 of the Indenture
is hereby deleted in its entirety.




(ii) The covenant contained in Section 4.3 “Rule 144A Information and Annual
Reports” of the Indenture is hereby deleted in its entirety and replaced
with the following: “[Reserved.]”.



               (b) The Reporting Amendment shall become operative immediately upon the provision by the
Company to the Trustee of an Officers’ Certificate certifying that the Verizon Acquisition has been
consummated and that the General Conditions (as defined in the Consent Documents) have either been
satisfied or waived by the Company.



          3. Conversion of Securities into Merger Consideration. Following the effective time of
the Merger (and subject to the consummation thereof), in accordance with Section 10.12 of the
Indenture, and subject to and upon compliance with all other provisions of the Indenture, upon
conversion by a Holder of each Security then outstanding, the Holder shall have the right to
receive the Merger Consideration for each Share of Common Stock into which the Holder is entitled
to convert such Security (after giving effect, if applicable, to any additional Shares of Common
Stock that such Holder would have been entitled to receive if it converts its Securities during a
Cash Payment Change of Control Conversion Period), and upon conversion of the Security by a Holder,
the Company shall pay to such Holder cash in an amount equal to
the amount such Holder would have received as Merger Consideration had such Holder converted
its Securities at the Conversion Price in effect immediately prior to the Merger (after giving
effect, if applicable, to any additional Shares of Common Stock that such Holder would have been
entitled to receive if it converts its Securities during a Cash Payment Change of Control
Conversion Period).



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          4. Supplemental Indenture Effective Time. This First Supplemental Indenture will
become effective and binding upon each of the Company, the Trustee and the Holders of the
Securities as of the day and year first above written.



          5. No Other Amendments. Except as explicitly set forth in this Supplemental
Indenture, the Indenture shall remain unmodified and in full force and effect.



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



          7. 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. Facsimile signatures and other electronically scanned and transmitted signatures,
including in portable document format (PDF), shall be deemed originals for all purposes of this
Supplemental Indenture.



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



          9. 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.



          10. Severability. Any term or provision of this Supplemental Indenture that is
invalid or unenforceable in any situation in any jurisdiction will not affect the validity or
enforceability of the remaining terms and provisions hereof or the validity or enforceability of
the offending term or provision in any other situation or in any other jurisdiction. If any
provision hereof would, under applicable law, be invalid or unenforceable in any respect, then each
party hereto intends that such provision will be construed by modifying or limiting it so as to be
valid and enforceable to the maximum extent compatible with, and possible under, applicable law.



[signature pages follow]




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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



	 	 	 	 	 
	 	Terremark Worldwide, Inc.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



Terremark — Supplemental Indenture





 









 








	 	 	 	 	 
	 	The Bank of New York Mellon Trust Company, N.A.

as Trustee

 	 
	 	By:  	/s/ Craig A. Kaye
 	 
	 	 	Name:  	Craig A. Kaye 	 
	 	 	Title:  	Vice President 	 
	 



Terremark — Supplemental Indenture