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Quotes & Info
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| TMRK > SEC Filings for TMRK > Form 8-K on 20-Feb-2007 | All Recent SEC Filings |
20-Feb-2007
Entry into a Material Definitive Agreement, Financial Statements and Exhi
As previously announced, on January 5, 2007, the Company secured financing of
$27.25 million from Credit Suisse, International ("Credit Suisse") to partially
fund its previously announced expansion plans. To obtain this financing, on
January 5, 2007, the Company entered into a Purchase Agreement with Credit
Suisse, Cayman Islands Branch and Credit Suisse, International for the sale of
(i) $10 million aggregate principal amount of the Company's Senior Subordinated
Secured Notes due June 30, 2009 (the "Series A Notes") to Credit Suisse, Cayman
Islands Branch, and (ii) $4 million in aggregate principal amount of the
Company's 0.5% Senior Subordinated Convertible Notes due June 30, 2009 (the
"Series B Notes") to Credit Suisse, International. Also, on January 5, 2007, the
Company entered into a capital lease facility commitment letter (the "Lease
Financing Commitment"), with Credit Suisse for lease financing in the amount of
up to $13,250,000 (the "Lease Financing") for certain specified properties. The
Company is required to accrue a commitment fee of 550 basis points based on the
available but unused portion under the Lease Financing Commitment beginning on
January 1, 2007.
On February 15, 2007, the Company completed part of such Lease Financing by
causing a single-purpose entity formed and wholly-owned by the Company (the
"Lessee") to enter into a Participation Agreement (the "Participation
Agreement") with a single-purpose entity designated and structured by Credit
Suisse (the "Lessor") under the terms of which the Lessor acquired for
approximately $4,400,000 (the "Purchase Price") 30 acres of real property in
Culpeper County, Virginia and leased this property to Lessee under the terms of
a triple net lease (the "Lease") under which Lessee agreed to bear all rights,
obligations, and expenses related to the Property. The Lease expires on June 30,
2009. The Lessee is required under the Lease to pay rent to the Lessor in an
amount equal to the Purchase Price of the property multiplied by three-month
LIBOR plus 550 basis points per annum, which rate increases by an additional 100
basis points on January 1, 2009. In lieu of cash payments, at the Lessee's
option, it may satisfy these rent obligations each quarter by adding the rent
accrued for such quarter to the Purchase Price of the property with
corresponding increases in future rent payment obligations. The Company has
guaranteed all of the Lessee's payment and performance obligations under the
Lease pursuant to the terms of a Guaranty dated as of February 15, 2007 (the
"Guaranty").
Upon expiration (or early termination for any reason) of the term of the
Lease, the Lessee is required to purchase the property from the Lessor or
reimburse it to the extent the Lessor sells the property to a third party for
less than the Purchase Price plus accrued and added interest. The Lessee may
also elect to purchase the property at any time during the term of the lease. If
the Lessee elects to exercise any such early buy-out option, the Company is
required to offer to repurchase the Series A Notes at an offer price in cash
equal to 100% of the principal amount thereof plus accrued and unpaid interest.
The foregoing summary of the Lease Financing Commitment, the Participation
Agreement, the Lease and the Guaranty is not complete and is qualified in its
entirety by reference to the agreements, which are attached hereto or
incorporated herein as Exhibits 10.46, 10.49, 10.50 and 10.51, respectively, and
incorporated herein by reference together with a Lease Supplement, Memorandum of
Lease Agreement and Remedies, which Lessee executed on February 15, 2007 to
grant a leasehold mortgage in and to its interests in the Property as Lessee and
Appendix I to Participation Agreement, Lease Agreement and Other Operative
Documents - Definitions and Interpretation, which are attached hereto as
Exhibits 10.52 and 10.53, respectively, and incorporated herein by reference.
Item 2.03 Creation of Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above.
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Shell Company Transactions Not applicable.
(d) Exhibits
Exhibit
Number Description
10.46 Capital Lease Facility Commitment Letter dated as of January 5, 2007,
by and between Terremark Worldwide, Inc. and Credit Suisse Securities
(USA) LLC and Credit Suisse, Cayman Islands Branch. (incorporated by
reference to the same exhibit number attached to the Company's current
report on Form 8-K filed on January 11, 2007).
10.49 Participation Agreement, dated as of February 15, 2007, by and among
Culpeper Lessor 2007-1 LLC, as Lessor, NAP of the Capital Region, LLC,
as Lessee and Terremark Worldwide, Inc., as Guarantor.
10.50 Lease Agreement, dated as of February 15, 2007, by and between
Culpeper Lessor 2007-1 LLC and NAP of the Capital Region, LLC.
10.51 Guaranty, dated as of February 15, 2007 by Terremark Worldwide, Inc.
in favor of Culpeper Lessor 2007-1 LLC.
10.52 Lease Supplement, Memorandum of Lease Agreement and Remedies, dated as
of February 15, 2007, by and among Culpeper Lessor 2007-I LLC, as
Lessor, NAP of the Capital Region, LLC, as Lessee and James W. DeBoer,
as Trustee.
10.53 Appendix I to Participation Agreement, Lease Agreement and Other
Operative Documents - Definitions and Interpretation.
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