AMENDMENT, WAIVER AND CONSENT TO PURCHASE AGREEMENT

Exhibit 10.43

AMENDMENT, CONSENT AND WAIVER

     This AMENDMENT, CONSENT AND WAIVER (the “ Amendment ”) dated as of January 5, 2007, is entered into by TERREMARK WORLDWIDE, INC., a Delaware corporation (“ the Company ”), the Guarantors, FMP Agency Services, LLC (the “ Agent ”) and the Noteholders named herein.

WITNESSETH:

      WHEREAS, (i) the Company, the Guarantors, the Agent and the Noteholders listed on the signature pages thereto are parties to that certain Purchase Agreement dated as of December 31, 2004 (including all annexes, exhibits and schedules thereto, and as amended, restated, supplemented or otherwise modified from time to time, the “ Purchase Agreement ”) and (ii) the Company, the Guarantors and the Agent are parties to that certain Security Agreement dated as of December 31, 2004 (including all annexes, exhibits and schedules thereto, and as amended, restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”). Capitalized terms used and not defined in this Amendment shall have the meanings given to them in the Purchase Agreement;

      WHEREAS, the Noteholders listed on the signature pages to this Amendment are the registered holders of all the outstanding Notes;

      WHEREAS , the Company has requested that (i) the Noteholders consent to the issuance of up to $10,000,000 aggregate principal amount of the Company’s Senior Subordinated Secured Notes due 2009, as such amount may be increased from time to time solely as a result of the capitalization of payment in kind interest paid pursuant to the terms thereof as in effect on the date hereof (the “ Series A Notes ”) pursuant to a Purchase Agreement, dated as of the date hereof, by and among the Issuers, the agents party thereto and the purchasers listed on the signature pages thereto (the “ Subordinated Notes Purchase Agreement ”), (ii) the Noteholders consent to (x) amend Section 8.04(a) of the Purchase Agreement to allow for the issuance of up to $4,000,000 aggregate principal amount of the Company’s Convertible Subordinated Notes due 2009, as such amount may be increased from time to time solely as a result of the capitalization of payment in kind interest paid pursuant to the terms thereof as in effect on the date hereof (the “ Series B Notes ”) pursuant to the Subordinated Notes Purchase Agreement and the Indenture, dated as of the date hereof, by and between the Company and Bank of New York Trust Company, N.A. relating to the Series B Notes (the “ Series B Notes Indenture ”) and (y) the Company entering into the lease transactions (the “ Lease Transactions ”) described in the Commitment Letter from Credit Suisse Securities (USA) LLC and Credit Suisse, Cayman Islands Branch, dated as of January 5, 2007, relating to the lease transaction for each Property (as defined in therein), together with the term sheet attached thereto (the “ Credit Suisse Commitment Letter ”) as a Capital Lease Obligation under Section 8.04(a)(viii) of the Purchase Agreement, and (iii) the Noteholders and Agent consent to amend the definition of “Special Property” in the Security Agreement; and

      WHEREAS, the Company, the Guarantors and the Noteholders desire to amend the Purchase Agreement and the Company, the Guarantors and the Agent desire to amend the Security Agreement, in each case as hereinafter set forth.

      NOW THEREFORE, in consideration of the mutual conditions and agreements set forth in the Purchase Agreement and the Security Agreement and this Amendment, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree to the following:

          1. Amendments to Purchase Agreement . Subject to the satisfaction of the conditions set forth in Section 4 of this Amendment, the Noteholders hereby agree to amend the Purchase Agreement as follows:

          (a) All references to “13.5%” as used in the definitions of “Applicable Rate” and “Standard Rate” in the Purchase Agreement and the Basic Documents, including without limitation paragraph 2 of the Notes, shall be deemed to be references to “14.5%”.

          (b) The following defined terms shall be added to Section 1.01 of the Purchase Agreement in alphabetical order:

          “ Amendment No. 1 Effective Date ” means January 5, 2007.

          “ Series A Notes ” means $10,000,000 aggregate principal of the Company’s senior subordinated secured notes due 2009, as such amount may be increased from time to time solely as a result of the capitalization of payment in kind interest paid pursuant to the terms thereof as in effect on the Amendment No. 1 Effective Date.

          “ Series B Notes ” means $4,000,000 aggregate principal of the Company’s senior subordinated convertible notes due 2009, as such amount may be increased from time to time solely as a result of the capitalization of payment in kind interest paid pursuant to the terms thereof as in effect on the Amendment No. 1 Effective Date.

          “ Series B Notes Indenture ” means the Indenture for the Series B Notes dated as of the Amendment No. 1 Effective Date as in effect on such date.”

          “ Series A Subordination Agreement ” means the Subordination and Intercreditor Agreement dated as of the Amendment No. 1 Effective Date by and among the Issuers, the Noteholders and Credit Suisse, Cayman Islands Branch.

          “ Series B Subordination Agreement ” means the Subordination and Intercreditor Agreement dated as of the Amendment No. 1 Effective Date by and among the Issuers, the Noteholders, Credit Suisse, International and The Bank of New York Trust Company, N.A.

          “ Subordinated Note Purchase Agreement ” means the Purchase Agreement, dated as of the Amendment No. 1 Effective Date by and among the Issuers, the agents party thereto and the purchasers listed on the signature pages thereto relating to the Series A Notes and the Series B Notes.”

          (c) The definition of “Permitted Collateral Liens” is hereby amended by deleting the word “and (l)” immediately preceding the phrase “of Section 8.07” in clause (iii) thereof and replacing it with “, (l) and (q)”.

          (d) Section 8.02(a)(iii) is hereby amended by deleting it in its entirety and replacing it with the following:

          “(iii) make any payment or prepayment of principal, premium, if any, interest, or fees on, or purchase, repurchase, redeem, defease, retire or otherwise acquire for value, any Subordinated Indebtedness (other than (i) any Subordinated Indebtedness owed to and held by the Company or a Guarantor, (ii) any Permitted Subordinated Debt Payments (as defined in the Series A Subordination Agreement) under the Series A Subordination Agreement and (iii) any

Permitted Subordinated Debt Payments (as defined in the Series B Subordination Agreement) under the Series B Subordination Agreement;”

          (e) Section 8.03 is hereby amended by deleting clause (c)(viii) thereof and the word “and” immediately preceding such clause and replacing it with the following:

          “, (viii) the Series B Notes Indenture, (ix) the Subordinated Note Purchase Agreement, and (x) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (i) through (ix), or in this clause (x),”

          (f) Section 8.04(a) of the Purchase Agreement is hereby amended by deleting “and” at the end of clause (xi) and by deleting “.” at the end of clause (xii) and replacing it with the following:

“; and

(xiii) Indebtedness under the Series B Notes Indenture relating to the Series B Notes to the extent outstanding on the Amendment No. 1 Effective Date (plus all interest capitalized thereon in accordance with the terms of the Series B Notes Indenture as in effect on the Amendment No.1 Effective Date).”

          (g) The second paragraph of Section 2 of the Note