-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H21WrENDNpEaO+tTdNW+1lJ+INQTkaxc3K9qfYDPA0jsd9jzeyD2inXe5g01VoAx QnzhJgCSTPYI9Q2VVD20Xg== 0001104659-11-004077.txt : 20110201 0001104659-11-004077.hdr.sgml : 20110201 20110201111755 ACCESSION NUMBER: 0001104659-11-004077 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20110201 DATE AS OF CHANGE: 20110201 GROUP MEMBERS: AVIVA GROUP HOLDINGS LIMITED GROUP MEMBERS: AVIVA INSURANCE LIMITED GROUP MEMBERS: AVIVA INTERNATIONAL HOLDINGS LIMITED GROUP MEMBERS: AVIVA INTERNATIONAL INSURANCE LIMITED GROUP MEMBERS: AVIVA PLC GROUP MEMBERS: CF I INVEST C.V. GROUP MEMBERS: CGU INTERNATIONAL HOLDINGS B.V. GROUP MEMBERS: CYRTE INVESTMENTS GP I B.V. GROUP MEMBERS: DELTA LLOYD N.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERREMARK WORLDWIDE INC. CENTRAL INDEX KEY: 0000912890 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 521989122 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50879 FILM NUMBER: 11561856 BUSINESS ADDRESS: STREET 1: ONE BISCAYNE TOWER STREET 2: 2 SOUTH BISCAYNE BLVD., SUITE 2800 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305-961-3200 MAIL ADDRESS: STREET 1: ONE BISCAYNE TOWER STREET 2: 2 SOUTH BISCAYNE BLVD., SUITE 2800 CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: TERREMARK WORLDWIDE INC DATE OF NAME CHANGE: 20000503 FORMER COMPANY: FORMER CONFORMED NAME: AMTEC INC DATE OF NAME CHANGE: 19970715 FORMER COMPANY: FORMER CONFORMED NAME: AVIC GROUP INTERNATIONAL INC/ DATE OF NAME CHANGE: 19950323 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CYRTE INVESTMENTS BV CENTRAL INDEX KEY: 0001389684 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FLEVOLAAN 41A STREET 2: 411 KC NAARDEN P.O. BOX 5081 CITY: NAARDEN STATE: P7 ZIP: 1401 AB BUSINESS PHONE: 31 35 695 9000 MAIL ADDRESS: STREET 1: FLEVOLAAN 41A STREET 2: 411 KC NAARDEN P.O. BOX 5081 CITY: NAARDEN STATE: P7 ZIP: 1401 AB SC 13D/A 1 a11-4787_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

TERREMARK WORLDWIDE, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

881448203

(CUSIP Number)

Anneke Westbroek

Flevolaan 41A

1411 KC NAARDEN

P.O. Box 5081

1410 AB NAARDEN

The Netherlands

+31 35 695 9090

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Alex Bafi, Esq.

Herbert Smith LLP

Exchange House

Primrose Street

London EC2A 2HS

United Kingdom

+44 20 7374 8000

January 27, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 10553M101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cyrte Investments B.V.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 10,074,845(1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 10,074,845(1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,074,845(1)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 15.2% (2)

	14.	Type of Reporting Person (See Instructions) OO

(1) The Reporting Persons own 10,074,485 shares of Common Stock of Terremark Worldwide, Inc.

(2) The calculation of the foregoing percentage is based on 66,259,263 common shares of Common Stock of Terremark Worldwide, Inc. outstanding as of October 23, 2010, as reported on the issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2010.

CUSIP No. 10553M101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cyrte Investments GP I B.V.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 10,074,845(1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 10,074,845(1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,074,845

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 15.2% (2)

	14.	Type of Reporting Person (See Instructions) OO

(1) The Reporting Persons own 10,074,485 shares of Common Stock of Terremark Worldwide, Inc.

CUSIP No. 10553M101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) CF I Invest C.V. (f/k/a Cyrte Fund I C.V.)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 10,074,845(1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 10,074,845(1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,074,845

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 15.2% (2)

	14.	Type of Reporting Person (See Instructions) OO

(1) The Reporting Persons own 10,074,485 shares of Common Stock of Terremark Worldwide, Inc.

CUSIP No. 10553M101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Aviva plc

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization England and Wales

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 10,074,845(1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 10,074,845(1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,074,845

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 15.2% (2)

	14.	Type of Reporting Person (See Instructions) OO

(1) The Reporting Persons own 10,074,485 shares of Common Stock of Terremark Worldwide, Inc.

CUSIP No. 10553M101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Aviva Group Holdings Limited

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization England and Wales

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 10,074,845(1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 10,074,845(1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,074,845

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 15.2% (2)

	14.	Type of Reporting Person (See Instructions) OO

(1) The Reporting Persons own 10,074,485 shares of Common Stock of Terremark Worldwide, Inc.

CUSIP No. 10553M101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Aviva International Insurance Limited

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization England and Wales

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 10,074,845(1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 10,074,845(1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,074,845

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 15.2% (2)

	14.	Type of Reporting Person (See Instructions) OO

(1) The Reporting Persons own 10,074,485 shares of Common Stock of Terremark Worldwide, Inc.

CUSIP No. 10553M101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Aviva Insurance Limited

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Scotland

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 10,074,845(1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 10,074,845(1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,074,845

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 15.2% (2)

	14.	Type of Reporting Person (See Instructions) OO

(1) The Reporting Persons own 10,074,485 shares of Common Stock of Terremark Worldwide, Inc.

CUSIP No. 10553M101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Aviva International Holdings Limited

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization England and Wales

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 10,074,845(1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 10,074,845(1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,074,845

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 15.2% (2)

	14.	Type of Reporting Person (See Instructions) OO

(1) The Reporting Persons own 10,074,485 shares of Common Stock of Terremark Worldwide, Inc.

CUSIP No. 10553M101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) CGU International Holdings B.V.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 10,074,845(1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 10,074,845(1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,074,845

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 15.2% (2)

	14.	Type of Reporting Person (See Instructions) OO

(1) The Reporting Persons own 10,074,485 shares of Common Stock of Terremark Worldwide, Inc.

CUSIP No. 10553M101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Delta Lloyd N.V.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 10,074,845(1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 10,074,845(1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,074,845

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 15.2% (2)

	14.	Type of Reporting Person (See Instructions) OO

(1) The Reporting Persons own 10,074,485 shares of Common Stock of Terremark Worldwide, Inc.

Item 1.	Security and Issuer
This Amendment No. 9 to the statement on Schedule 13D (this “Amendment”) filed with the Securities and Exchange Commission on December 13, 2006, as amended on January 23, 2007, February 9, 2007, February 21, 2007, March 6, 2007, March 20, 2007, March 28, 2007, May 2, 2007, and October 9, 2007, relates to 10,074,845 shares of Common Stock (the “Shares”) of Terremark Worldwide, Inc. (the “Company”). The Company’s principal offices are located at One Biscayne Tower, 2 South Biscayne Boulevard, Suite 2800, Miami, Florida.

Item 2.	Identity and Background
(a), (b) and (c) This Amendment is being filed jointly by (i) Aviva plc, a public limited company organized under the laws of England and Wales, (ii) Aviva Group Holdings Limited, a limited liability company organized under the laws of England and Wales; (iii) Aviva International Insurance Limited, a limited liability company organized under the laws of England and Wales; (iv) Aviva Insurance Limited, a limited liability company organized under the laws of Scotland; (v) Aviva International Holdings Limited, a limited liability company organized under the laws of England and Wales; (vi) CGU International Holdings B.V., a limited liability company organized under the laws of The Netherlands; (vii) Delta Lloyd N.V., a limited liability company organized under the laws of The Netherlands; (viii) Cyrte Investments B.V. (“ Cyrte Investments”), a limited liability company organized under the laws of The Netherlands; (ix) Cyrte Investments GP I B.V. (“Cyrte Investments GP”), a limited liability company organized under the laws of The Netherlands; and (x) CF I Invest C.V. (f/k/a Cyrte Fund I C.V. and hereinafter, “CF Invest”), a limited partnership organized under the laws of The Netherlands (collectively, the “Reporting Persons”). Aviva plc, Aviva Group Holdings Limited, Aviva International Insurance Limited, Aviva Insurance Limited, Aviva International Holdings Limited and CGU International Holdings B.V. are referred to herein as the “Aviva Reporting Persons”. Aviva plc owns all of the outstanding share capital of Aviva Group Holdings Limited. Aviva Group Holdings Limited owns all of the outstanding share capital of Aviva International Insurance Limited. Aviva International Insurance Limited owns all of the outstanding share capital of Aviva Insurance Limited. Aviva Insurance Limited owns all of the outstanding share capital of Aviva International Holdings Limited. Aviva International Holdings Limited owns all of the outstanding share capital of CGU International Holdings B.V. CGU International Holdings B.V. owns 53.9% of the outstanding share capital of Delta Lloyd N.V. Delta Lloyd N.V. owns 85% of the share capital of Cyrte Investments. Cyrte Investments is the manager of the investment portfolio held by CF Invest and owner of all of the outstanding capital stock of Cyrte Investments GP. Cyrte Investments GP is the general partner of CF Inve st. The name, business address, business activity and present principal occupation or employment of each director, officer or general partner of the Reporting Persons are set forth in Schedule I hereto, which is incorporated herein by reference. The principal business of each of the Aviva Reporting Persons and Delta Lloyd N.V. is insurance services. The principal business of Cyrte Investments is investment management. Cyrte Investments GP’s principal business is to act as the general partner of CF Invest. CF Invest is an investment fund; its principal business is to invest in listed and non-listed equity securities in the technology, media and telecommunication sectors. (d) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of persons listed on Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of persons listed on Schedule I hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The citizenship of each director or general partner of the Reporting Persons who is a natural person is set forth in Schedule I hereto, which is incorporated herein by reference.

Item 3.	Source and Amount of Funds or Other Consideration
CF Invest obtained the funds to purchase the Shares from capital contributions made to its working capital by its limited partners, Stichting Pensioenfonds Zorg en Welzijn and Flevo Investors B.V..

Item 4.	Purpose of Transaction
CF Invest, represented by its general partner, Cyrte Investments GP, entered into a Tender and Support Agreement with Verizon Communications Inc., a Delaware corporation (“Parent”), and Verizon Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”) dated as of January 27, 2011 (the “Support Agreement”). Pursuant to the Support Agreement, CF Invest has agreed, among other things, subject to the termination of the Support Agreement: (i) to tender the Shares it owns pursuant to the Offer (as defined in the Agreement and Plan of Merger, dated as of January 27, 2011, by and between, the Company, Parent and Purchaser and reported on the Company’s current report on Form 8-K filed January 27, 2011 (the “Merger Agreement”), promptly after the commencement of the Offer, and to not withdraw the Shares from the Offer; (ii) subject to certain exceptions, to vote its Shares in support of the Merger (as defined in the Merger Agreement) in the event stockholder approval is required to consummate the Merger; (iii) to vote its Shares against any action or agreement it knows or reasonably believes would result in a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement, if such action would result in the failure of a condition of Parent or Purchaser to consummate the Merger; (iv) to vote against any takeover proposal by an entity other than Parent, Purchaser or their subsidiaries; (v) to vote against any action or agreement that is intended or reasonably expected to prevent, impede, interfere with or delay the Offer or the Merger, (vi) to waive and not exercise its appraisal rights, (vii) not to, directly or indirectly, dispose of any of its Shares, deposit its shares in a voting trust or grant any proxies with respect to its shares, or take any actions that would make any of its representations or warranties under the Support Agreement materially untrue or have the effect of making it unable to perform its duties under the Support Agreement; and (viii) to consent to Parent and Purchaser publishing and disclosing its identity and the nature of its commitments, agreements and undertakings under the Support Agreement. The Support Agreement will terminate automatically upon the earlier of the termination of the Merger Agreement, the effective time of the Merger or upon the mutual written consent of Parent, Purchaser and CF Invest. CF Invest shall have the right to terminate the support agreement immediately following: (i) any decrease in consideration payable in the Offer or the Merger; (ii) any change to the form of consideration payable in the Offer or the Merger to include a non-publicly-traded security; (iii) the first anniversary date of the Support Agreement; or (iv) any reduction of the Minimum Condition (as defined in the Merger Agreement) to less than 50% of the Shares then outstanding. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Support Agreement, which is attached as Exhibit 99.6 to this Amendment and is incorporated herein by reference. Except as described in this Amendment, none of the Reporting Persons has any present plan or proposal that relates to, or could result in any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.

Item 5.	Interest in Securities of the Issuer
(a) and (b) According to the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2010, there were 66,259,263 Shares outstanding as of October 23, 2010. Cyrte Investments GP directly owns 10,074,845 Shares, which represent 15.2% of the Shares outstanding as of October 23, 2010. None of the Aviva Reporting Persons Delta Lloyd N.V., Cyrte Investments and CF Invest directly own any Shares. However each of the Aviva Reporting Persons, Delta Lloyd N.V., Cyrte Investments and CF Invest may be deemed to be beneficial owners, as well as share the power to vote and dispose, of the Shares directly owned by Cyrte Investments GP by virtue of the fact that: Aviva plc owns all of the outstanding share capital of Aviva Group Holdings Limited, Aviva Group Holdings Limited owns all of the outstanding share capital of Aviva International Insurance Limited, Aviva International Insurance Limited owns all of the outstanding share capital of Aviva Insurance Limited, Aviva Insurance Limited owns all of the outstanding share capital of Aviva International Holdings Limited, Aviva International Holdings Limited owns all of the outstanding share capital of CGU International Holdings B.V., CGU International Holdings B.V. owns 53.9% of the outstanding share capital of Delta Lloyd N.V., Delta Lloyd N.V. owns 85% of the share capital of Cyrte Investments, Cyrte Investments is the manager of the investment portfolio held by CF Invest and owner of all of the outstanding capital stock of Cyrte Investments GP and Cyrte Investm ents GP is the general partner of CF Invest. Each of the Aviva Reporting Persons, Delta Lloyd N.V., Cyrte Investments and CF Invest disclaims beneficial ownership of such Shares for all other purposes. (c) During the past 60 days, none of the Reporting Persons has bought or sold Shares of the Company. (d) The limited partners of CF Invest, being Stichting Pensioenfonds Zorg en Welzijn and Flevo Investors B.V., will have the benefit of any dividends from, or proceeds from the sale of, the Shares of the Company owned by Cyrte Investments GP, subject to certain fee arrangements.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The description of the Support Agreement set forth in Item 4 above, and the Support Agreement incorporated therein are incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits

Exhibit No.		Description

99.1		Agreement of Joint Filing among Cyrte Investments B.V., Cyrte Investments GP I B.V., CF I Invest C.V., Aviva plc, Aviva Group Holdings Limited, Aviva International Insurance Limited, Aviva Insurance Limited, Aviva International Holdings Limited, CGU International Holdings B.V. and Delta Lloyd N.V., dated as of February 1, 2011.

99.2		Power of Attorney granted on January 10, 2011, granting power of attorney to Anneke Westbroek, Peter Veldman and Peter Knoeff to sign on behalf of Cyrte Investments B.V., Cyrte Investments GP I B.V., CF I Invest C.V., Cyrte Investments GP III B.V. and Cyrte Fund III B.V..

99.3		Power of Attorney granted December 17, 2010 granting power of attorney to Angus Eaton, Neil Harrison and Joanne Jolly to sign on behalf of Aviva plc, Aviva Group Holdings Limited, Aviva International Insurance Limited, Aviva Insurance Limited and Aviva International Holdings Limited.

99.4		Power of Attorney granted on December 17, 2010 granting power of attorney to Angus Eaton, Neil Harrison and Joanne Jolly to sign on behalf of CGU International Holdings B.V..

99.5		Power of Attorney granted on January 11, 2011, granting power of attorney to Peter Knoeff, Ton Rossenaar, Peter van den Dam, Huug Laoh and Stephanie Pirlot to sign on behalf of Delta Lloyd N.V.

99.6		Tender and Support Agreement among, Verizon Communications Inc., Verizon Holdings Inc. and Cyrte Investments GP I B.V., in its capacity as general partner of CF I Invest C.V. dated as of January 27, 2011

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 1, 2011
Date
/s/ Anneke Westbroek
Signature
Cyrte Investments B.V., by Anneke Westbroek attorney-in-fact*

February 1, 2011
Date
/s/ Anneke Westbroek
Signature
Cyrte Investments GP I B.V., Anneke Westbroek by attorney-in-fact*

February 1, 2011
Date
/s/ Anneke Westbroek
Signature
CF I Invest C.V., by Anneke Westbroek attorney-in-fact*

February 1, 2011
Date
/s/ Neil Harrison
Aviva plc, by Neil Harrison attorney-in-fact**

February 1, 2011
Date
/s/ Neil Harrison
Signature
Aviva Group Holdings Limited by Neil Harrison attorney-in-fact**

February 1, 2011
Date
/s/ Neil Harrison
Signature
Aviva International Insurance Limited by Neil Harrison attorney-in-fact**

February 1, 2011
Date
/s/ Neil Harrison
Signature
Aviva Insurance Limited by Neil Harrison attorney-in-fact**

February 1, 2011
Date
/s/ Neil Harrison
Signature
Aviva International Holdings Limited by Neil Harrison attorney-in-fact**

February 1, 2011
Date
/s/ Neil Harrison
Signature
CGU International Holdings B.V. by Neil Harrison attorney-in-fact***

February 1, 2011
Date
/s/ H.P. Laoh
Signature
Delta Lloyd N.V., by H.P. Laoh attorney-in-fact****

*Signed pursuant to power of attorney dated January 10, 2011, included as Exhibit 99.2 to this Amendment No. 9 to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 13, 2006.

** Signed pursuant to power of attorney dated December 17, 2010 included as Exhibit 99.3 to this Amendment No. 9 to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 13, 2006.

*** Signed pursuant to power of attorney dated December 17, 2010, included as Exhibit 99.4 to this Amendment No. 9 to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 13, 2006.

**** Signed pursuant to power of attorney dated January 11, 2011, included as Exhibit 99.5 to this Amendment No. 9 to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 13, 2006.

SCHEDULE I

The name, business address, business activity, present principal occupation or employment and, if a natural person, citizenship of each director, officer or general partner of the Reporting Persons are set forth in Schedule I hereto, which is incorporated herein by reference.

Cyrte Investments B.V.

Name	Business address	Business activity	Present principal occupation or employment	Citizenship
Botman, Franciscus Johannes	Flevolaan 41A, 1411 KC Naarden, P.O. Box 5081, 1401 AB Naarden, The Netherlands	Director (bestuurder) and Chairman of Management Board	Director (bestuurder)	The Netherlands
Knoeff, Peter André	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Executive Director	Executive Director	The Netherlands
Hoek, Nicolaas Willem	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Supervisory Board Director	Supervisory Board Director	The Netherlands
Roozen, Emilius Alfonsus Anthonius	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Supervisory Board Director	Supervisory Board Director	The Netherlands
Krant, Joseph	Dreeftoren 5th floor Haaksbergweg 11 1101 BP Amsterdam, The Netherlands	Supervisory Board Director	Supervisory Board Director	The Netherlands

Cyrte Investments GP I B.V.

Name		Business address		Business activity		Present principal occupation or employment		Citizenship
Cyrte Investments B.V.		Flevolaan 41A, 411 KC Naarden, P.O. Box 5081, 1401 AB Naarden, The Netherlands		Investment management		Investment management; sole director (bestuurder) of Cyrte Investments GP I B.V.		Not applicable

CF I Invest C.V.

Name		Business address		Business activity		Present principal occupation or employment		Citizenship
Cyrte Investments GP I B.V.		Flevolaan 41A, 411 KC Naarden, P.O. Box 5081, 1401 AB Naarden, The Netherlands		Investment management		Investment management; general partner of CF I Invest C.V.		Not applicable

Aviva plc

Name	Business address	Business activity	Present principal occupation or employment	Citizenship
Francis, Mary Elizabeth	St Helen’s, 1 Undershaft, London EC3P 3DQ	Non exec. Director	Non exec. Director	United Kingdom
Goeltz, Richard Karl	St Helen’s, 1 Undershaft, London EC3P 3DQ	Senior Independent Director	Senior Independent Director	United States
Moss, Andrew John	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom
Piwnica, Carole	St Helen’s, 1 Undershaft, London EC3P 3DQ	Non exec. Director	Non exec. Director	Belgium
Sharman, Colin Morven	St Helen’s, 1 Undershaft, London EC3P 3DQ	Chairman	Chairman	United Kingdom
Van de Walle, Leslie	St Helen’s, 1 Undershaft, London EC3P 3DQ	Non exec. Director	Non exec. Director	France
Walls, John Russell Fotheringham	St Helen’s, 1 Undershaft, London EC3P 3DQ	Non exec. Director	Non exec. Director	United Kingdom
Machell, Simon Christopher	St Helen’s, 1 Undershaft, London EC3P 3DQ	Executive Committee Member	Executive Committee Member	United Kingdom
Ainley, John David	St Helen’s, 1 Undershaft, London EC3P 3DQ	Executive Committee Member	Executive Committee Member	United Kingdom
Dromer, Alain Henri Pierre	St Helen’s, 1 Undershaft, London EC3P 3DQ	Executive Committee Member	Executive Committee Member	France
Hodges, Mark Steven	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom
Mayer, Igal Mordeciah	St Helen’s, 1 Undershaft, London EC3P 3DQ	Executive Director	Executive Director	United States
Mackenzie, Amanda Felicity	St Helen’s, 1 Undershaft, London EC3P 3DQ	Executive Committee Member	Executive Committee Member	United Kingdom
Wheway, Jonathan Scott	St Helen’s, 1 Undershaft, London EC3P 3DQ	Non exec. Director	Non exec. Director	United Kingdom
Hoskins, Richard	St Helen’s, 1 Undershaft, London EC3P 3DQ	Executive Committee Member	Executive Committee Member	United Kingdom
Goh, Euleen Yiu Kiang	St Helen’s, 1 Undershaft, London EC3P 3DQ	Non exec. Director	Non exec. Director	Singapore
Hawker, Michael John	St Helen’s, 1 Undershaft, London EC3P 3DQ	Non exec. Director	Non exec. Director	Australia
Spencer, Robin Lloyd	St Helen’s, 1 Undershaft, London EC3P 3DQ	Executive Committee Member	Executive Committee Member	United Kingdom
Regan, Patrick Charles	St Helen’s, 1 Undershaft, London EC3P 3DQ	Executive Director	Executive Director	United Kingdom

Aviva Group Holdings Limited

Name	Business address	Business activity	Present principal occupation or employment	Citizenship
Hodges, Mark Steven	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom
Moss, Andrew John	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom
Regan, Patrick Charles	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom

Aviva International Insurance Limited

Name	Business address	Business activity	Present principal occupation or employment	Citizenship
Hodges, Mark Steven	St Helen’s, 1Undershaft, London EC3P 3DQ	Director	Director	United Kingdom
Moss, Andrew John	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom
Regan, Patrick Charles	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom
Harris, Timothy Walter	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom
Spencer, Robin Lloyd	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom
Cote, Diane Fabienne Marie	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	France

Aviva Insurance Limited

Name	Business address	Business activity	Present principal occupation or employment	Citizenship
Hodges, Mark Steven	Pitheavlis, Perth PH2 0NH	Director	Director	United Kingdom
Moss, Andrew John	Pitheavlis, Perth PH2 0NH	Director	Director	United Kingdom
Regan, Patrick Charles	Pitheavlis, Perth PH2 0NH	Director	Director	United Kingdom
Harris, Timothy Walter	Pitheavlis, Perth PH2 0NH	Director	Director	United Kingdom
Spencer, Robin Lloyd	Pitheavlis, Perth PH2 0NH	Director	Director	United Kingdom
Cote, Diane Fabienne Marie	Pitheavlis, Perth PH2 0NH	Director	Director	France

Aviva International Holdings Limited

Name	Business address	Business activity	Present principal occupation or employment	Citizenship
Hodges, Mark Steven	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom
Mayer, Igal Mordeciah	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United States
Moss, Andrew John	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom
Regan, Patrick Charles	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom
Machell, Simon Christopher	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom

CGU International Holdings B.V.

Name	Business address	Business activity	Present principal occupation or employment	Citizenship
Harris, Timothy	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom
Cooper, Kirstine Anne	St Helen’s, 1 Undershaft, London EC3P 3DQ	Director	Director	United Kingdom

Delta Lloyd N.V.

Name	Business address	Business activity	Present principal occupation or employment	Citizenship
Hoek, Nicolaas Willem	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Executive Director	Executive Director	The Netherlands
Roozen, Emilius Alfonsus Anthonius	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Executive Director	Executive Director	The Netherlands
Medendorp, Paul Kerst	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Executive Director	Executive Director	Germany
Raué, Hendrik Herman	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Executive Director	Executive Director	The Netherlands
Verstegen, Onno Wim	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Executive Director	Executive Director	The Netherlands
Holsboer, Jan Hendrik	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Supervisory Board Director	Supervisory Board Director	The Netherlands
Kottman, René Herman Philip Willem	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Supervisory Board Director	Supervisory Board Director	The Netherlands
Hartman, Peter Frans	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Supervisory Board Director	Supervisory Board Director	The Netherlands
Boumeester, Pamela Gertrude	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Supervisory Board Director	Supervisory Board Director	The Netherlands
Haars, Jan Gerard	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Supervisory Board Director	Supervisory Board Director	The Netherlands
Fischer, Eric Jacob	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Supervisory Board Director	Supervisory Board Director	The Netherlands
Moss, Andrew John	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Supervisory Board Director	Supervisory Board Director	United Kingdom
Regan, Patrick Charles	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Supervisory Board Director	Supervisory Board Director	United Kingdom
Van der Lecq, Sofia Gepke	Amstelplein 6, 1096 BC Amsterdam, The Netherlands	Supervisory Board Director	Supervisory Board Director	The Netherlands

EX-99.1 2 a11-4787_1ex99d1.htm EX-99.1

EXHIBIT 99.1

CUSIP NO. 881448203

AGREEMENT OF JOINT FILING

The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, with respect to the shares of Common Stock, par value $0.001 per share of Terremark Worldwide, Inc. Each of the undersigned further agrees and acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

DATED: February 1, 2011	REPORTING PERSON:

	Cyrte Investments B.V.

	/s/ Anneke Westbroek
	By: Anneke Westbroek, Attorney-in-fact*

	Cyrte Investments GP I B.V.

	/s/ Anneke Westbroek
	By: Anneke Westbroek, Attorney-in-fact*

	CF I Invest C.V.

	/s/ Anneke Westbroek
	By: Anneke Westbroek, Attorney-in-fact*

	Aviva plc
	/s/ Neil Harrison
	By: Neil Harrison, Attorney-in-fact**

	Aviva Group Holdings Limited
	/s/ Neil Harrison
	By: Neil Harrison, Attorney-in-fact**

	Aviva International Insurance Limited
	/s/ Neil Harrison
	By: Neil Harrison, Attorney-in-fact**

	Aviva Insurance Limited
	/s/ Neil Harrison
	By: Neil Harrison, Attorney-in-fact**

	Aviva International Holdings Limited
	/s/ Neil Harrison
	By: Neil Harrison, Attorney-in-fact**

	CGU International Holdings B.V.
	/s/ Neil Harrison
	By: Neil Harrison, Attorney-in-fact***

	Delta Lloyd N.V.

	/s/ H.P. Laoh
	By: H.P. Laoh, Attorney-in-fact****

EX-99.2 3 a11-4787_1ex99d2.htm EX-99.2

Exhibit 99.2

THIS POWER OF ATTORNEY is granted on 10 JANUARY 2011,

(1) Cyrte Investments B.V., Cyrte Investments GP I B.V., CF I Invest C.V., Cyrte Investments GP III B.V. and Cyrte Fund III C.V. (collectively the “Cyrte Entities”) hereby grant power of attorney to Ms. Anneke Westbroek, Mr. Peter Veldman and Mr. Peter Knoeff (each the “Attorney”) each individually with full power of substitution to:

(a) sign on behalf of the Cyrte Entities in the form as the Attorney may approve any filing and notification of any interest in listed securities that are required under applicable rules and regulation in any relevant jurisdiction, including without limitation the Netherlands, Brazil, Germany, Greece, the United Kingdom and the United States of America (the “Filings”);

(b) sign on behalf of the Cyrte Entities in the form as the Attorney may approve any further documents, agreements or deeds as may he ancillary, necessary or useful in connection with the execution or performance of the Filings; and

(c) perform all acts as in the opinion of the Attorney shall be necessary or useful in connection with the preparation, execution or performance of the Filings and of the transactions contemplated thereby including acts of disposition (the “Power of Attorney”).

(2) The Cyrte Entities shall not make any claim against the Attorney in respect of any act that is lawfully done by the Attorney under the Power of Attorney.

(3) The Cyrte Entities shall indemnify and hold the Attorney harmless against any claims, actions or proceedings made against the Attorney and against any damages, costs and expenses that the Attorney may suffer or incur as a result of or in connection with any act that is lawfully done by the Attorney under the Power of Attorney.

(4) The Cyrte Entities declare that this Power of Attorney also applies in situations where the Attorney also acts as a counterparty of the Cyrte Entities or as a representative of a counterparty of the Cyrte Entities (Selbsteintritt).

(5) This Power of Attorney is valid until 31 December 2012 or, if earlier, until the Attorney ceases to be employed by Cyrte, at the end of which date this Power of Attorney shall terminate and shall cease to be of any effect.

(6) This Power of Attorney is governed by the laws of the Netherlands.

[Signatures on following page]

THUS SIGNED AND AGREED ON 10 JANUARY 2011

Cyrte Investments B.V.		Cyrte Investments GP I B.V.


/s/ F.J. Botman		/s/ F.J. Botman
By: Mr. F.J. Botman		By: Cyrte Investments B.V.
Title: Director		By: Mr. F.J. Botman
		Title: Director


CF I Invest C.V.		Cyrte Investments GP III B.V.


/s/ F.J. Botman		/s/ F.J. Botman
By: Cyrte Investments GP I B.V.		By: Cyrte Investments B.V.
By: Cyrte Investments B.V.		By: Mr. F.J. Botman
By: Mr. F.J. Botman		Title: Director
Title: Director


Cyrte Fund III C.V.


/s/ F.J. Botman
By: Cyrte Investments GP III B.V.
By: Cyrte Investments B.V.
By: Mr. F.J. Botman
Title: Director

EX-99.3 4 a11-4787_1ex99d3.htm EX-99.3

Exhibit 99.3

POWER OF ATTORNEY

THIS POWER OF ATTORNEY is granted on 17 December 2010

(1) Aviva plc, Aviva Group Holdings Limited, Aviva International Insurance Limited, Aviva Insurance Limited, Aviva International Holdings Limited (the “Aviva Companies”) hereby grant power of attorney to Angus Eaton, Neil Harrison and Joanne Jolly (each an “Attorney”) each individually with full power of substitution to:

(a) sign on behalf of the Aviva Companies in the form as an Attorney may approve any filing and notification of any interest in listed securities that are required under any applicable rules and regulations as a result of any acquisition and/or divestment and/or other transfer by Cyrte Investments B.V. or any of its subsidiaries, including but not limited to, Cyrte Investments GP I B.V. (either in its own capacity or for the benefit of CF I Invest C.V.) and Cyrte Investments GP III B.V. (either in its own capacity or for the benefit of Cyrte Fund III C.V.) (the “Filings 2010” & “Filings 2011”);

(b) sign on behalf of the Aviva Companies in the form as an Attorney may approve any further documents, agreements or deeds as may be ancillary, necessary or useful in connection with the execution or performance of the Filings 2010 & Filings 2011; and

(c) perform all acts as in the opinion of an Attorney shall be necessary or useful in connection with the preparation, execution or performance of the Filings 2010 & Filings 2011 and of the transactions contemplated thereby including acts of disposition (the “Power of Attorney”).

(2) The Aviva Companies shall not make any claim against an Attorney in respect of any act that is lawfully done by such Attorney under the Power of Attorney.

(3) The Aviva Companies shall indemnify and hold each Attorney harmless against any claims, actions or proceedings made against such Attorney and against any damages, costs and expenses that each Attorney may suffer or incur as a result of or in connection with any act that is lawfully done by such Attorney under the Power of Attorney.

(4) The Aviva Companies declare that this Power of Attorney also applies in situations where an Attorney also acts as a counterparty of the Aviva Companies or as a representative of a counterparty of the Aviva Companies (Selbsteintritt).

(5) This Power of Attorney is currently in force and will remain in force until 31 December 2011 at the end of which date it shall terminate and shall cease to be of any effect.

(6) This Power of Attorney is governed by the laws of England and Wales.

/s/ L Spencer		/s/ E A Nicholls
By: L Spencer		By: E A Nicholls
Title: Authorised Signatory		Title: Authorised Signatory
For and on behalf of		For and on behalf of
Aviva plc		Aviva Group Holdings Limited


/s/ E A Nicholls		/s/ L Spencer
By: E A Nicholls		By: L Spencer
Title: Authorised Signatory		Title: Authorised Signatory
For and on behalf of		For and on behalf of
Aviva International Insurance Limited		Aviva Insurance Limited


/s/ L Spencer
By: L Spencer
Title: Authorised Signatory
For and on behalf of
Aviva International Holdings Limited

EX-99.4 5 a11-4787_1ex99d4.htm EX-99.4

Exhibit 99.4

POWER OF ATTORNEY

THIS POWER OF ATTORNEY is granted on 17 December 2010

(1) CGU International Holdings B.V. (“CGUIH”) hereby grants power of attorney to Angus Eaton, Neil Harrison and Joanne Jolly (each an “Attorney”) each individually with full power of substitution to:

(a) sign on behalf of CGUIH in the form as the Attorney may approve any filing and notification of any interest in listed securities that are required under applicable rules and regulations as a result of any acquisition and/or divestment and/or other transfer by Cyrte Investments B.V. or any of its subsidiaries, including but not limited to, Cyrte Investments GP I B.V. (either in its own capacity or for the benefit of CF I Invest C.V.) and Cyrte Investments GP III B.V. (either in its own capacity or for the benefit of Cyrte Fund III C.V.) (the “Filings 2010” & “Filings 2011”);

(b) sign on behalf of CGUIH in the form as an Attorney may approve any further documents, agreements or deeds as may be ancillary, necessary or useful in connection with the execution or performance of the Filings 2010 & Filings 2011; and

(2) CGUIH shall not make any claim against an Attorney in respect of any act that is lawfully done by an Attorney under the Power of Attorney.

(3) CGUIH shall indemnify and hold each Attorney harmless against any claims, actions or proceedings made against such Attorney and against any damages, costs and expenses that such Attorney may suffer or incur as a result of or in connection with any act that is lawfully done by such Attorney under the Power of Attorney.

(4) CGUIH declares that this Power of Attorney also applies in situations where an Attorney also acts as a counterpart, of CGUIH or as a representative of a counterparty of CGUIH (Selbsteintritt).

(5) This Power of Attorney is currently in force and will remain in force until 31 December 2011 at the end of which date it shall terminate and shall cease to be of any effect.

(6) This Power of Attorney is governed by the laws of England and Wales.

Executed as a Deed by:	)
E G Jones	)	/s/ E G Jones
As Attorney for	)
CGU International Holdings B. V.	)

Signature of witness:	/s/ M Bradshaw
Name of witness:	M Bradshaw
Occupation of witness:
Address of the witness:	St Helen’s, 1 Undershaft, London EC3P 3DQ

EX-99.5 6 a11-4787_1ex99d5.htm EX-99.5

Exhibit 99.5

[Delta Lloyd letterhead]

THIS POWER OF ATTORNEY is granted on 11 January 2011,

(1) Delta Lloyd N.V. (“Delta Lloyd”) hereby grants power of attorney to Mr. Peter Knoeff, Mr. Ton Rossenaar, Mr. Peter van den Dam, Mr. Huug Laoh and Ms. Stephanie Pirlot (each the “Attorney”) each individually with full power of substitution to:

(a) sign on behalf of Delta Lloyd in the form as the Attorney may approve any filing and notification of any interest in listed securities that are required under any applicable rules and regulations as result of any acquisition and/or divestment and/or other transfer by Cyrte Investments B.V. or any of its subsidiaries, including but not limited to, Cyrte Investments GP I B.V. (either in its own capacity or for the benefit of CF I Invest C.V.) and Cyrte Investments GP III B.V. (either in its own capacity or for the benefit of Cyrte Fund III C.V.) (the “Filings”);

(b) sign on behalf of Delta Lloyd in the form as the Attorney may approve any further documents, agreements or deeds as may be ancillary, necessary or useful in connection with the execution or performance of the Filings; and

(2) Delta Lloyd shall not make any claim against the Attorney in respect of any act that is lawfully performed by the Attorney under the Power of Attorney.

(3) Delta Lloyd shall indemnify and hold the Attorney harmless against any claims, actions or proceedings made against the Attorney and against any damages, costs and expenses that the Attorney may suffer or incur as a result of or in connection with any act that is lawfully performed by the Attorney under the Power of Attorney.

(4) Delta Lloyd declares that this Power of Attorney also applies in situations where the Attorney also acts as a counterparty of Delta Lloyd or as a representative of a counterparty of Delta Lloyd (Selbsteintritt).

(5) This Power of Attorney is irrevocable until 31 December 2012 at the end of which date it shall terminate and shall cease to be of any effect.

(6) This Power of Attorney is governed by the laws of the Netherlands.

Delta Lloyd N.V.

/s/ Alex Otto
By: Alex Otto
Title: CEO Delta Lloyd Asset Management N.V.

EX-99.6 7 a11-4787_1ex99d6.htm EX-99.6

Exhibit 99.6

EXECUTION COPY

TENDER AND SUPPORT AGREEMENT

TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of January 27, 2011, by and among Verizon Communications Inc., a Delaware corporation (“Parent”), Verizon Holdings Inc., a Delaware corporation (“Purchaser”), and Cyrte Investments GP I B.V., a Dutch private company (besloten vennootschap met beperkte aansprakelijkheid), in its capacity as general partner of CF I Invest C.V., a Dutch limited partnership (commanditaire vennootschap) (“Stockholder”).

WHEREAS, concurrently with the execution of this Agreement, Terremark Worldwide, Inc., a Delaware corporation (the “Company”), Parent and Purchaser are entering into an Agreement and Plan of Merger of even date herewith (the “Merger Agreement”);

WHEREAS, capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement;

WHEREAS, as of the date hereof, Stockholder is the beneficial owner of 10,074,845 shares of common stock, $.001 par value, of the Company (such Shares, together with any other shares of Company Common Stock acquired by Stockholder after the date hereof, being collectively referred to herein as the “Stockholder Shares”); and

WHEREAS, as a condition to their willingness to enter into the Merger Agreement, Parent and Purchaser have required that Stockholder enter into this Agreement and, in order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder is willing to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Agreements of Stockholder.

(a) Tender. Unless this Agreement shall have been terminated in accordance with its terms, Stockholder shall (i) as promptly as practicable and in any event within ten (10) Business Days of the commencement of the Offer and receipt of all documents or instruments delivered pursuant to the terms of the Offer, validly tender (or cause to be tendered) all of the Stockholder Shares into the Offer, pursuant to and in accordance with the terms of the Offer, and (ii) not withdraw (or cause to be withdrawn) any Stockholder Shares from the Offer.

(b) Voting. From the date hereof until any termination of this Agreement in accordance with its terms, at any meeting of the stockholders of the Company however called (or any action by written consent in lieu of a meeting) or any adjournment thereof, Stockholder, to the extent submitted to the holders of Company Common Stock for their approval as required by applicable Law and/or the Company

Charter Documents, shall vote all Stockholder Shares (or cause them to be voted) or (as appropriate) execute written consents in respect thereof, (i) for the adoption of the Merger Agreement, unless a Company Adverse Recommendation Change has been made in respect of a Superior Proposal (ii) against any action or agreement (including, without limitation, any amendment of any agreement) that Stockholder knows would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, if such action or agreement would result in the failure of any of the conditions set forth in Annex A to the Merger Agreement or in the failure of any condition of Parent or Purchaser to consummate the Merger set forth in Sections 6.2(a) or 6.2(b) of the Merger Agreement, (iii) against any Takeover Proposal and (iv) against any agreement (incl uding, without limitation, any amendment of any agreement), amendment of the Company Charter Documents or other action that is intended or would reasonably be expected to prevent, impede, interfere with, or delay, the consummation of the Offer or the Merger. Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent).

(c) Other Voting Matters. Stockholder shall retain at all times the right to vote all Stockholder Shares in its sole discretion and without any other limitation on those matters other than those set forth in Section 1(b) that are at any time or from time to time presented for consideration to the Company’s stockholders generally.

(d) Appraisal Rights. Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the DGCL or other applicable Law in connection with the Transactions.

(e) Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, Stockholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined)), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting t rust with respect to any Stockholder Shares, (iii) take any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e). As used herein, the term “Constructive Disposition” means, with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of

materially changing the economic benefits and risks of ownership; provided, however, that nothing in this Agreement shall restrict the ability of the Stockholder to engage in any hedging, derivative or other transactions relating to, or to otherwise transfer, any securities of any Person other than the Company.

(f) Publication. Stockholder consents to Parent and Purchaser publishing and disclosing in the Offer Documents and the Proxy Statement Stockholder’s identity and ownership of Company Common Stock and the nature of Stockholder’s commitments, arrangements and understandings under this Agreement. Parent agrees to provide Stockholder reasonable advance opportunity to review and comment on such disclosure. Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Merger Agreement or the Transactions without the prior written consent of Parent, except for filings required under the Exchange Act with respect to Stockholder’s beneficial ownership of Stockholder Shares and except as may be required by applicable Law.

2. Representations and Warranties of Parent and Purchaser. Parent and Purchaser each hereby jointly and severally represents and warrants to Stockholder as follows:

(a) Organization; Authority. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, and to perform its respective obligations under this Agreement. The execution, delivery and performance by Parent and Purchaser of this Agreement have been duly authorized and approved by their respective Boards of Directors (and prior to the Effective Time will be adopted by Parent as the sole stockholder of Purchaser), and no other corporate action on the part of Parent and Purchaser is necessary to authorize the execution, delivery and performance by Parent and Purchaser of this Agreement. This Agreement has been du ly executed and delivered by Parent and Purchaser and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

3. Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent and Purchaser as follows:

(a) Organization; Authority. Stockholder is a Dutch private company (besloten vennootschap met beperkte aansprakelijkheid), duly organized, validly existing under the laws of the Netherlands. Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance by Stockholder of this Agreement and the transactions contemplated hereby have been duly authorized and approved by all necessary action on the part of Stockholder and no further action on the part of Stockholder is necessary to authorize the execution, delivery and performance by

Stockholder of this Agreement. This Agreement has been duly executed and delivered by Stockholder and, assuming the due and valid authorization, execution and delivery hereof by Parent and Purchaser, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(b) Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Authority or third party are necessary for the performance by Stockholder of its obligations under this Agreement, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Stockholder of any of its obligations under this Agreement and except for filings required under the Exchange Act with respect to Stockholder’s beneficial ownership of Stockholder Shares. Neither the execution and delivery of this Agreement by Stockholder, nor the performance by Stockholder with its obligations under this Agreement, wil l (A) conflict with or violate any provision of the organizational documents of Stockholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Stockholder or any of its subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Stockholder or any of its Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Stockholder or any of its Affiliates is a party, or by which they or any of their respective proper ties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Stockholder of any of its obligations under this Agreement.

(c) Ownership of Shares. Stockholder owns, beneficially, all of the Stockholder Shares. Stockholder owns all of the Stockholder Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than proxies and restrictions in favor of Parent and Purchaser pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various states of the United States). Without limiting the foregoing, except for proxies and restrictions in favor of Parent and Purchaser pursuant to this Agreement, except as described in a Schedule 13D or Schedule 13G filed with the SEC prior to the date hereof and except for such transfer restrictions of general applicability as may be provided under the Secur ities Act and the “blue sky” laws of the various states of the United States, Stockholder has sole voting power and sole power of disposition with respect to all Stockholder Shares, with no restrictions on Stockholder’s

rights of voting or disposition pertaining thereto and no Person other than Stockholder has any right to direct or approve the voting or disposition of any Stockholder Shares. As of the date hereof, Stockholder does not own, beneficially or of record, any securities of the Company other than the Stockholder Shares.

(d) Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by the Company, Parent or any of their respective subsidiaries in connection with the Transactions based upon arrangements made by or on behalf of Stockholder.

4. Termination. This Agreement shall terminate automatically without any further action of the parties on the first to occur of (a) the termination of the Merger Agreement in accordance with its terms and (b) the Effective Time or, if earlier, on the mutual written consent of the parties hereto. Stockholder shall have the right to terminate this Agreement immediately following (1) any decrease in consideration payable in the Offer or the Merger, (2) any change to the form of consideration payable in the Offer or the Merger to include a non-publicly-traded security, (3) the first anniversary of the date hereof and (4) any reduction of the Minimum Condition to less than 50% of the Shares then outstanding on a fully-diluted basis. Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability fo r breach of this Agreement and (ii) the provisions of this Section 4 and Section 5 of this Agreement, shall survive any termination of this Agreement.

5. Miscellaneous.

(a) Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by Stockholder solely in its capacity as owner of the Stockholder Shares and that nothing in this Agreement is intended to or shall in any way restrict or limit any director of the Company from taking any action in his or her capacity as a director of the Company that is necessary for him or her to comply with his or her fiduciary duties as a director of the Company, including, without limitation, participating in his or her capacity as a director of the Company in any discussions or negotiations in accordance with, and making any determinations or recommendations in his or her capacity as a director with respect to Sections 5.2, 5.4, Article VI and Article VII of the Merger Agreement, and no action taken by any individual in his or her capacity as a director of the Company shall give rise to or be deemed a breach of this Agreement.

(b) Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

(c) Additional Shares. Until any termination of this Agreement in accordance with its terms, Stockholder shall promptly notify Parent of the number of Shares, if any, as to which Stockholder acquires record or beneficial ownership after the date hereof. Any Shares as to which Stockholder acquires record or beneficial ownership

after the date hereof and prior to termination of this Agreement shall be Stockholder Shares for purposes of this Agreement. Without limiting the foregoing, in the event of any stock split, stock dividend or other change in the capital structure of the Company affecting the Company Common Stock, the number of Shares constituting Stockholder Shares shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Company Common Stock or other voting securities of the Company issued to Stockholder in connection therewith.

(d) Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial ownership” with respect to (or to “own beneficially”) any securities shall mean having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

(e) Further Assurances. From time to time, at the request of Parent and without further consideration, prior to the termination of this Agreement Stockholder shall execute and deliver such additional documents and take all such further action as may be reasonably required to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

(f) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement is not intended to and shall not confer upon any Person other than the parties hereto any rights hereunder.

(g) Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Purchaser may assign its rights and interests hereunder to Parent or to any wholly-owned subsidiary of Parent if such assignment would not cause a delay in the consummation of any of the Transactions, provided that no such assignment shall relieve Purchaser of its obligations hereunder if such assignee does not perform such obligations. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section shall be null and voi d.

(h) Amendments; Waiver. This Agreement may not be amended or supplemented, except by a written agreement executed by the parties hereto. Any party to this Agreement may (A) waive any inaccuracies in the representations and warranties of any other party hereto or extend the time for the performance of any of the obligations or acts of any other party hereto or (B) waive compliance by the other party with any of the agreements contained herein. Notwithstanding the foregoing, no failure or delay by Parent or Purchaser in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party

hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

(i) Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law and public policy in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

(j) Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by the other parties hereto.

(k) Descriptive Headings. Headings of Sections and subsections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

(l) Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to Parent or Purchaser, to:

Verizon Communications Inc.

140 West Street

New York, NY 10007

Attention: William L. Horton, Esq.

Facsimile: (908) 766-3813

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention: Frederick S. Green

Michael E. Lubowitz

Facsimile: (212) 310-8007

if to Stockholder, to:

Cyrte Investments GP I B.V.

Flevolaan 41A

1411 KC NAARDEN

Attention: Olaf te Spenke

Facsimile: +31 35 69 59 044

with a copy (which shall not constitute notice) to:

Stibbe

Strawinskylaan 2001

1077 ZZ Amsterdam

The Netherlands

Attention: Björn van der Klip

Facsimile: 31 20 546 08 17

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

(m) Governing Law; Enforcement; Jurisdiction; Waiver of Jury Trial.

(i) This Agreement shall be governed by, and construed in accordance with, the internal procedural and substantive laws of the State of Delaware, without regard to the choice of law rules thereof.

(ii) All actions and proceedings arising out of or relating to this Agreement shall be exclusively heard and determined in the Chancery Court of the State of Delaware or any federal court sitting in the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parti es hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

(iii) Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Agreement.

(iv) The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek and obtain an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware or any federal court sitting in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity.

[signature page follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.

	VERIZON COMMUNICATIONS INC.

	By:	/s/ John W. Diercksen
	Name:	John W. Diercksen
	Title:	Executive Vice President of Strategy,
	Development and Planning


	VERIZON HOLDINGS INC.

	By:	/s/ John W. Diercksen
	Name:	John W. Diercksen
	Title:	Executive Vice President of Strategy,
	Development and Planning

Signature Page to Cyrte Tender and Support Agreement

	CF Invest C.V.


	/s/ F.J. Botman
	By: its general partner Cyrte Investments GP I B.V., in its turn represented by its director Cyrte Investments B.V., in its turn represented by its director F.J. Botman

Signature Page to Cyrte Tender and Support Agreement

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Under the Securities Exchange Act of 1934 (Amendment No. 9)*

SIGNATURE

Under the Securities Exchange Act of 1934
(Amendment No. 9)*