Exhibit 10.47
THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER
ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED
OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO THE TERMS OF
THE PURCHASE AGREEMENT, DATED AS OF JANUARY 5, 2007 (THE "PURCHASE AGREEMENT"),
AMONG TERREMARK WORLDWIDE, INC. (THE "COMPANY"), THE GUARANTORS NAMED THEREIN,
THE AGENT AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE AGREEMENT IS
AVAILABLE AT THE OFFICES OF THE COMPANY.
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR PURPOSES OF SECTIONS
1272, 1273, AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE
COMPANY AGREES TO PROVIDE PROMPTLY TO HOLDERS OF NOTES, UPON WRITTEN REQUEST,
THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE
YIELD TO MATURITY OF THE NOTES. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE
CHIEF FINANCIAL OFFICER OF THE COMPANY AT THE FOLLOWING ADDRESS: 2601 S.
BAYSHORE DRIVE, 9TH FLOOR, MIAMI, FLORIDA 33133.
THE SECURITY REPRESENTED BY THIS CERTIFICATE AND THE INDEBTEDNESS EVIDENCED
HEREBY ARE SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT
CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE "SUBORDINATION
AGREEMENT") DATED AS OF JANUARY 5, 2007 AMONG TERREMARK WORLDWIDE, INC. AS THE
ISSUER, THE SUBSIDIARY GUARANTORS NAMED THEREIN, FMP AGENCY SERVICES, LLC, AS
THE SENIOR AGENT TO THE SENIOR CREDITORS NAMED THEREIN, CREDIT SUISSE, CAYMAN
ISLANDS BRANCH, THE SUBORDINATED AGENT TO THE SUBORDINATED CREDITORS NAMED
THEREIN AND EACH HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, SHALL BE
BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
1
SENIOR SUBORDINATED SECURED NOTES DUE 2009
$10,000,000
CUSIP: 881448 AD 6
No. 1
Terremark Worldwide, Inc., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Purchase Agreement), for value received, hereby
promises to pay to Credit Suisse, Cayman Islands Branch, or registered assigns,
the principal sum of $10,000,000 Dollars (as such amount may be increased from
time to time in accordance with Paragraph 2 on the reverse of this Note) on
June 30, 2009 (the "Stated Maturity").
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.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: January 5, 2007
2
TERREMARK WORLDWIDE, INC.
By:
Name:
Title:
3
1. General. This Note is one of a duly authorized issue of Notes of
the Company designated as its Senior Subordinated Secured Notes due 2009 (herein
called the "Notes"), limited in aggregate principal amount to the sum of (a)
$10,000,000 and