AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 5, 2001
THIS AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of the date set
forth above (the "date hereof") by and among NAP OF THE AMERICAS, INC., a Florida corporation
("NAPA"), and TERREMARK WORLDWIDE, INC., a Delaware corporation ("TWW") (each a "Borrower",
and collectively, "Borrowers"), and OCEAN BANK, a Florida-chartered bank ("Bank"). For good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Borrowers and Bank hereby agree
1. Loan. Subject to and in accordance with the terms and conditions hereof, Bank shall make, and Borrowers
shall accept, a loan (the "Loan") in the maximum principal amount of Forty Eight Million and No/100 Dollars
2. Note. The Loan shall be evidenced by, inter alia, a Promissory Note of even date herewith in the original
principal amount of $48,000,000.00 (the "Note"). The Loan shall bear interest and be payable as specified in the
Note. The Loan may be repaid in full or in part at any time without premium or penalty. Amounts repaid on the
Loan may not be reborrowed.
3. Loan Term. The Loan shall mature eighteen (18) months from date hereof (the "Stated Maturity Date"), which
eighteen (18)-month period is referred to herein as the "Initial Loan Term". Subject to and in accordance with the
terms and conditions specified in the Note, the Stated Maturity Date may be extended for one period of nine (9)
months (the "First Extended Loan Term") and may be further extended for one additional period of nine (9)
months (the "Second Extended Loan Term").
4. Commitment Fee. Pursuant to the terms of that certain Commitment Letter of even date herewith from Bank to
Borrowers (the "Commitment Letter"), Borrowers shall pay to Bank, on the date hereof, a non-refundable
commitment fee of $720,000. Such fee shall be deemed earned by Bank as of the date hereof.
(1) The full payment and performanc