exv10w5






Exhibit 10.5




COLLATERAL TRUST JOINDER — ADDITIONAL DEBT




          Reference is made to the 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 Terremark Worldwide, Inc., a Delaware corporation (the
“Company”), the Guarantors from time to time party thereto, The Bank of New York Mellon Trust
Company, N.A., as Trustee under the Indenture (as defined therein), the other Secured Debt
Representatives from time to time party thereto and U.S. Bank National Association, as Collateral
Trustee. Capitalized terms used but not otherwise defined herein shall have the meaning set forth
in the Collateral Trust Agreement. This Collateral Trust Joinder is being executed and delivered
pursuant to Section 3.8 of the Collateral Trust Agreement as a condition precedent to the debt for
which the undersigned is acting as agent being entitled to the benefits of being Additional Secured
Debt under the Collateral Trust Agreement.




          1. Joinder. The undersigned, The Bank of New York Mellon Trust Company, N.A. (the
“New Representative”), as trustee under that certain Indenture, dated as of November 16, 2010 among
the Company, the Guarantors from time to time party thereto and the New Representative (the “Second
Lien Indenture”), hereby agrees to become party as a Junior Lien Representative under the
Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound
by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and
delivered the Collateral Trust Agreement as of the date thereof.




          2. Lien Sharing and Priority Confirmation.




          The undersigned New Representative, on behalf of itself and each holder of such Series of
Junior Lien Debt for which the undersigned is acting as Junior Lien Representative, hereby agrees:





     (a) for the enforceable benefit of all holders of each existing and future
Series of Junior Lien Debt and Series of Parity Lien Debt and each existing and
future Junior Lien Representative and Parity Lien Representative, that all Junior
Lien Obligations will be and are secured Equally and Ratably by all Junior Liens at
any time granted by the Company or any Guarantor to secure any Obligations in
respect of such Series of Junior Lien Debt, and that all such Junior Liens will be
enforceable by the Collateral Trustee for the benefit of all holders of Junior Lien
Obligations Equally and Ratably;




     (b) for the enforceable benefit of all holders of each existing and future
Series of Parity Lien Debt and Series of Junior Lien Debt and each existing and
future Parity Lien Representative and Junior Lien Representative, that the holders
of Obligations in respect of such Series of Junior Lien Debt for which the
undersigned is acting as Junior Lien Representative are bound by the provisions of
the Collateral Trust Agreement, including the provisions relating to the ranking of
Junior Liens and the order of application of proceeds from the enforcement of Junior
Liens; and



Terremark Collateral Trust Joinder

(Second Lien Notes)






 









 









     (c) that it consents to and directs the Collateral Trustee to perform its
obligations under the Collateral Trust Agreement and the other Security Documents.



          3. Governing Law and Miscellaneous Provisions. The provisions of Article 7 of the
Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.




	 				
	 
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	 	Terremark Collateral Trust Joinder

(Second Lien Notes)






 









 








          IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Joinder to be
executed by their respective officers or representatives as of November 16, 2010.




	 	 	 	 	 
	 	THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as
Trustee, as Junior Lien Representative

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


The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and agrees to
act as Collateral Trustee for the New Representative and the holders of the Obligations represented
thereby:




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Collateral Trustee

 	 
	 	By:  	/s/ Thomas S. Maple III
 	 
	 	 	Name:  	Thomas S. Maple III 	 
	 	 	Title:  	Vice President 	 
	 



Terremark Collateral Trust Joinder

(Second Lien Notes)