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Agreement
Agreement (37K)
Doc #197694: Click preview link for longer preview.
AGREEMENT (THIS "AGREEMENT") ENTERED INTO BY AND BETWEEN AVANTEL, S.A., HEREIN
REPRESENTED BY FRANCISCO JAVIER VIEYRA NAVARRO, ACTING AS THE LEGAL
REPRESENTATIVE, HEREINAFTER REFERRED TO AS "AVANTEL", AND AOL MEXICO, S. DE R.L.
DE C.V. HEREIN REPRESENTED BY ING. EDUARDO ALBERTO ESCALANTE CASTILLO, ACTING AS
LEGAL REPRESENTATIVE, HEREINAFTER REFERRED TO AS "AOL"; BOTH AVANTEL AND AOL MAY
JOINTLY BE REFERRED TO AS THE "PARTIES", UNDER THE FOLLOWING BACKGROUND,
REPRESENTATIONS AND ARTICLES.
BACKGROUND
I.- On January 20, 2000, the Parties entered into a Master Agreement for Data
Communications and Value Added Services (the "Master Agreement"), under which
AVANTEL provides AOL Port installation, activation, maintenance and operation
services for AOL Switched Access National Network, as provided in Section 1 of
the Agreement and according to Exhibits "D" and "C" thereof.
II.- On October 31, 2001, the Parties entered into (i) a letter agreement to
amend certain terms of the Master Agreement (the "October 31 Letter Agreement")
and (ii) an addendum (the "October 31 Addendum") applicable only for the rates
of the [**] Ports delivered through the [**] E1's AOL requested directly to the
Local Service Provider, as provided in Section 1.1.(a) of the Master Agreement,
modifying Section 2 of the Master Agreement only regarding the rates of such
[**] Ports.
III.- On December 13, 2002, the Parties entered into (i) an agreement (the
"December 13 Cancellation Agreement") relating to the cancellation of [**]
Ports, which Ports were identified in Annex 1 attached thereto, and (ii) a
letter agreement (the "December 13 Letter Agreement") providing for the
satisfaction by AVANTEL of its commitments under Section 10 of the Master
Agreement.
The Master Agreement, the October 31 Letter Agreement, the October 31 Addendum,
the December 13 Cancellation Agreement and the December 13 Letter Agreement,
shall be hereinafter collectively referred to as the "Main Agreement". Defined
terms used herein but not otherwise defined herein shall have the meaning given
such terms in the Master Agreement.
R E P R E S E N T A T I O N S
I.- The Parties acknowledge that this Agreement shall be applicable for the [**]
Ports that are being cancelled according to what is agreed by the Parties in
this document and which Ports are identified in Annex 1 attached hereto.
II.- The Parties acknowledge the personality and faculties they claim,
acknowledging that such faculties have not been revoked, modified or limited any
way, and therefore they may bind themselves under the terms of this Agreement.
III.- This Agreement, once signed by the Parties, shall constitute part of the
Main Agreement.
IV.- The Parties agree to execute this Agreement under the terms and conditions
set forth herein below:
<PAGE>
CLAUSES
FIRST.- PORTS
1. PORT CANCELLATION; PENALTIES.- The Parties hereby agree to the cancellation
of the [**] Ports identified in Annex 1 attached hereto (the "Cancelled Ports")
as of the effective dates specified in Annex 1.
AOL and AVANTEL agree that, notwithstanding anything to the contrary in the Main
Agreement, the penalties for the early cancellation of the Cancelled Ports shall
be the ones indicated in the following table:
--------------------------------------------------------------------------------
CONCEPT PENALTY
--------------------------------------------------------------------------------
[**] Ports USD$[**]
--------------------------------------------------------------------------------
STM-1 Dallas USD$[**]
--------------------------------------------------------------------------------
TOTAL USD$[**]
--------------------------------------------------------------------------------
AVANTEL will invoice AOL the above-mentioned penalties on or before June 26,
2003 and AOL will pay such penalties on or before December 31, 2003. AOL shall
be responsible for any Value Added Tax ("VAT") which is owed as a result of the
payment of such penalties.
AVANTEL recognizes and acknowledges that the amounts of these penalties were
calculated by AVANTEL itself and accepted by AOL.
AVANTEL will receive the payments from AOL as indicated here: $[**] United
States Dollars, plus VAT, by wire transfer to the JP Morgan Chase bank, Account
No. [**] ABA [**] in favor of AVANTEL S.A.
AVANTEL acknowledges and agrees that the amounts payable to it under this
Section 1 shall be the only amounts AVANTEL will be entitled to receive from AOL
in connection with the cancellation of the Cancelled Ports, and that no other
amounts whatsoever shall be owed as a result of such cancellation.
2. Remaining Ports.- Avantel agrees that, except as otherwise provided herein,
it shall continue to provide the Ports specified on Annex 2 (the "Remaining
Ports") in accordance with the terms of the Main Agreement. The price of the
Remaining Ports shall be MXP$[**] plus applicable taxes per month per Port from
July 1, 2003 through September 30, 2005.
3. Volume Discount.- AVANTEL shall commit to the volume discounts set forth
below for all Ports installed pursuant to the terms of the Main Agreement or any
other arrangement between the Parties. Once the aggregate number of Ports meets
one of the volume thresholds in the table below, the relevant price
corresponding to that threshold shall apply to all Ports, not just to the excess
number of Ports above the threshold.
--------------------------------------------------------------------------------
Ports Price (Mexican Pesos)
--------------------------------------------------------------------------------
[**] $[**]
--------------------------------------------------------------------------------
[**] $[**]
--------------------------------------------------------------------------------
[**] $[**]
--------------------------------------------------------------------------------
[**] $[**]
--------------------------------------------------------------------------------
4. Modification of Clause (iii) of the December 13 Letter Agreement. The Parties
agree that the [**]% discount against invoiced amounts in calendar years 2003
and 2004 to which AOL is entitled under clause (iii) of the December 13 Letter
Agreement shall be provided to AOL based on an alternative scheme. In lieu of
calculating the [**]% discount in advance each year based on forecasted invoice
amounts, the [**]% discount shall be calculated each month based on the gross
amount of each invoice (i.e. excluding any other discounts to which AOL may be
entitled under the December 13 Letter Agreement or any other agreement). As a
result of the discount being calculated monthly based on actual invoiced
amounts, the year-end review/adjustments provided for under clauses (iii)(c) and
(iii)(d) of the December 13 Letter Agreement will no longer be necessary. The
197694
| | Avantel, S.A.;
Francisco Javier Vieyra Navarro;
Eduardo Alberto Escalante Castillo
|
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| 2001 |
Agreement
Agreement (2K)
Doc #197945: Click preview link for longer preview.
AGREEMENT
The undersigned hereby agree, pursuant to Rule 13d-1(k) of the
Securities Exchange Act of 1934, as amended, to file a joint statement on
Schedule 13D and amendments thereto pertaining to their beneficial interest of
shares of America Online Latin America, Inc.
197945
|
AOL Latin
As referenced in this Agreement:
america online latin america, – statement on
Schedule 13D and amendments thereto pertaining to their beneficial interest of
shares of America Online Latin America, Inc.
This agreement may be terminated for any reason by any party hereto
immediately
dt 3124
| |
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Cancellation Agreement
Cancellation Agreement (22K)
Doc #241246: Click preview link for longer preview.
(Translation)
CANCELLATION AGREEMENT [CONVENIO DE CANCELACION] ("THIS AGREEMENT") MADE BY AND
BETWEEN TELEFONOS DE MEXICO, S.A. DE C.V., REPRESENTED BY MR. SERGIO RODRIGUEZ
MOLLEDA, LEGAL REPRESENTATIVE ("TELMEX"), AND AOL MEXICO, S. DE R.L. DE C.V.,
REPRESENTED BY MR. EDUARDO ALBERTO ESCALANTE CASTILLO, LEGAL REPRESENTATIVE
("AOL") (TELMEX AND AOL WILL HEREINAFTER BE JOINTLY REFERRED TO AS THE
"PARTIES"), PURSUANT TO THE FOLLOWING BACKGROUND, REPRESENTATIONS AND CLAUSES:
B A C . . .
241246
| |
Telefonos de Mexico, S.A.
As referenced in this Cancellation Agreement:
TELEFONOS DE MEXICO, – Rule 24b-2 of the Securities Exchange Act.
Exhibit 10.1
(Translation)
CANCELLATION AGREEMENT [CONVENIO DE CANCELACION] ("THIS AGREEMENT") MADE BY AND
BETWEEN TELEFONOS DE MEXICO, S.A. DE C.V., REPRESENTED BY MR. SERGIO RODRIGUEZ
MOLLEDA, LEGAL REPRESENTATIVE ("TELMEX"), AND AOL MEXICO, S. DE R.L. DE
_____________
TELEFONOS DE MEXICO, – null and
void, the Parties execute the same in duplicate in the City of Mexico, Federal
District, on February 27, 2004.
TELMEX AOL
TELEFONOS DE MEXICO, S.A. DE C.V. AOL MEXICO, S. DE R.L. DE C.V.
By: By:
/s/ SERGIO RODRIGUEZ MOLLEDA /s/ EDUARDO
_____________
dt 277550
|
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Master Agreement
Master Agreement (321K)
Doc #197966: Click preview link for longer preview.
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of October 23, 1997
----------------------------
UBS AG and Banco Itau S.A. have
------------------------------------ -------------------------------
entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other
confirming evidence (each a "Confirmation") exchanged between the parties
confirming those Transactions.
Accordingly, the parties agree as follows:
1. INTERPRETATION
(a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master
Agreement.
(b) INCONSISTENCY. In the event of any inconsistency between the provisions
of the Schedule and the other provisions of this Master Agreement, the
Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant
Transaction.
(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single
agreement between the parties (collectively referred to as this
("Agreement"), and the parties would not otherwise enter into any
Transactions.
2. OBLIGATIONS
(a) GENERAL CONDITIONS.
(i) Each party will make each payment or delivery specified in each
Confirmation to be made by it, subject to the other provisions of
this Agreement.
(ii) Payments under this Agreement will be made on the due date for
value on that date in the place of the account specified in the
relevant Confirmation or otherwise pursuant to this Agreement, in
freely transferable funds and in the manner customary for payments in
the required currency. Where settlement is by delivery (that is, other
than by payment), such delivery will be made for receipt on the due
date in the manner customary for the relevant obligation unless
otherwise specified in the relevant Confirmation or elsewhere in this
Agree ment.
(iii) Each obligation of each party under Section 2(a)(i) is subject
to (1) the condition precedent that no Event of Default or Potential
Event of Default with respect to the other party has occurred and is
continuing, (2) the condition precedent that no Early Termination
Date in respect of the relevant Transaction has occurred or been
effectively designated and (3) each other applicable condition
precedent specified in this Agreement.
(b) CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to
which such change applies unless such other party gives timely notice of a
reasonable objection to such change.
(c) NETTING. If on any date amounts would otherwise be payable:
(i) in the same currency; and
(ii) in respect of the same Transaction,
by each party to the other, then, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and
discharged and, if the aggregate amount that would otherwise have been
payable by one party exceeds the aggregate amount that would otherwise have
been payable by the other party, replaced by an obligation upon the party
by whom the larger aggregate amount would have been payable to pay to the
other party the excess of the larger aggregate amount over the smaller
aggregate amount.
The parties may elect in respect of two or more Transactions that a net
amount will be determined in respect of all amounts payable on the same
date in the same currency in respect of such Transactions, regardless of
whether such amounts are payable in respect of the same Transaction. The
election may be made in the Schedule or a Confirmation by specifying that
subparagraph (ii) above will not apply to the Transactions identified as
being subject to the election, together with the starting date (in which
case subparagraph (ii) above will not, or will cease to, apply to such
Transactions from such date). This election may be made separately for
different groups of Transactions and will apply separately to each pairing
of Offices through which the parties make and receive payments or
deliveries.
(d) DEDUCTION OR WITHHOLDING FOR TAX.
(i) GROSS-UP. All payments under this Agreement will be made without
any deduction or withholding for or on account of any Tax unless such
deduction or withholding is required by any applicable law, as
modified by the practice of any relevant governmental revenue author
ity, then in effect. If a party is so required to deduct or withhold,
then that party ("X") will:
(1) promptly notify the other party ('Y") of such requirement;
(2) pay to the relevant authorities the full amount required to
be deducted or withheld (including the full amount required to
be deducted or withheld from any additional amount paid by X to
Y under this Section 2(d)) promptly upon the earlier of
determin ing that such deduction or withholding is required or
receiving notice that such amount has been assessed against Y;
(3) promptly forward to Y an official receipt (or a certified
copy), or other documenta tion reasonably acceptable to Y,
evidencing such payment to such authorities; and
(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition
to the payment to which Y is otherwise entitled under this
Agreement, such additional amount as is necessary to ensure
that the net amount actually received by Y (free and clear of
Indemnifiable Taxes, whether assessed against X or Y) will
equal the full amount Y would have received had no such
deduction or withholding been required. However, X will not be
required to pay any additional amount to Y to the extent that
it would not be required to be paid but for:
(A) the failure by Y to comply with or perform any
agreement contained in Section 4(a)(i), 4(a)(iii) or
4(d); or
(B) the failure of a representation made by Y pursuant to
Section 3(f) to be accurate and true unless such failure
would not have occurred but for (1) any action taken by a
taxing authority, or brought in a court of competent
jurisdic tion, on or after the date on which a
Transaction is entered into (regardless of whether such
action is taken or brought with respect to a party to
this Agree ment) or (11) a Change in Tax Law.
(ii) LIABILITY. If:
(1) X is required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, to
make any deduction or withholding in respect of which X would
not be required to pay an additional amount to Y under Section
2(d)(i)(4);
197966
|
AOL Latin
As referenced in this Master Agreement:
america
online latin america, – Price, as adjusted in accordance
with this Confirmation.
Shares: Common stock (Bloomberg code: AOLA) of America
Online Latin America, Inc (the "Issuer")
Exchange: NASDAQ National Market
Related Exchange: The principal options exchange (if
america online
latin america, – Price, as adjusted in accordance with
this Confirmation.
Shares: Common stock (Bloomberg code: AOLA) of America Online
Latin America, Inc (the "Issuer")
Exchange: NASDAQ National Market
Related Exchange: The principal options exchange (if
america online latin america, – Price, as adjusted in accordance
with this Confirmation.
Shares: Common stock (Bloomberg code: AOLA) of
America Online Latin America, Inc (the
"Issuer")
Exchange: NASDAQ National Market
Related Exchange: The principal options exchange (if
america online latin america, – Price, as adjusted in
accordance with this Confirmation.
Shares: Common stock (Bloomberg code: AOLA) of
America Online Latin America, Inc (the
"Issuer")
Exchange: NASDAQ National Market
Related Exchange: The principal options exchange (if
america online latin america, – Price, as adjusted in accordance with
this Confirmation.
Shares: Common stock (Bloomberg code: AOLA) of
America Online Latin America, Inc (the
"Issuer")
Exchange: NASDAQ National Market
Related Exchange: The principal options exchange (if
dt 3143
;
UBS
As referenced in this Master Agreement:
UBS AG –
EX-99
2
0002.txt
EXHIBIT 7
ISDA(R)
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of October 23, 1997
----------------------------
UBS AG and Banco Itau S.A. have
------------------------------------ -------------------------------
entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or
_____________
UBS AG – have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.
UBS AG Banco Itau S.A.
--------------------------- ---------------------------
(Name of Party) (Name of Party)
By: /s/ M. Weber By: /s/ Fernando Antonio Neves Lima
--------------------------- --------------------------------
Name: Name:
_____________
UBS AG – ISDA Master Agreement dated October 23, 1997 as amended
from time to time (the "Master Agreement") between Banco Itau S.A. ("BI")
and UBS AG ("UBS"), BI and UBS agree to amend the Master Agreement as set
out below:
Part 4(d)(ii) of the Schedule to
_____________
UBS AG – Amendment Agreement is governed by the laws of the State of New
York.
For and on behalf of For and on behalf of UBS AG Banco Itau S.A.
/s/ Paulo Roberto Soares /s/ David Kelly
------------------------------- -------------------------------------
Name: Paulo Roberto Soares Name: David Kelly
Title: Senior Managing Director Title:
_____________
UBS AG, – Bicker, Jr.
Title: Managing Director Title: Associate Director
Credit Risk Management
SCHEDULE
to the Master Agreement
dated as of October 23, 1997
between
UBS AG, a banking and BANCO ITAU S.A., a bank
corporation organized under the organized under the laws of
laws of Switzerland the
_____________
dt 237873
;
ISDA
As referenced in this Master Agreement:
International Swap Dealers Association, –
EX-99
2
0002.txt
EXHIBIT 7
ISDA(R)
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of October 23, 1997
----------------------------
UBS AG and Banco Itau S.A. have
------------------------------------ -------------------------------
entered and/or anticipate entering
_____________
dt 97935
;
|
ISDA
As referenced in this Master Agreement:
ISDA( –
EX-99
2
0002.txt
EXHIBIT 7
ISDA( R)
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of October 23, 1997
----------------------------
UBS
_____________
ISDA – Date: Date:
By: /s/ illegible
---------------------------
Name:
Title:
Date:
BANCO ITAU S.A.
AMENDMENT AGREEMENT TO ISDA MASTER AGREEMENT
In consideration of their continuing to transact in accordance with
the terms of
_____________
ISDA – AGREEMENT
In consideration of their continuing to transact in accordance with
the terms of the ISDA Master Agreement dated October 23, 1997 as amended
from time to time (the "Master Agreement")
_____________
ISDA – to the relevant Transaction.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document: The
ISDA Credit Support Annex attached hereto is a Credit Support Document with
respect to Party B
_____________
ISDA – AND CONDITIONS APPLICABLE TO FX TRANSACTIONS
AND CURRENCY OPTIONS
(i) INCORPORATION OF AND AMENDMENTS TO ISDA FX Definitions. The 1992
FX and Currency Option Definitions (the "FX and Currency Option
Definitions"),
_____________
dt 75677
;
 BNY
As referenced in this Master Agreement:
Bank of New York, – 6) Section 3.6(f) is amended by adding the text "or the
Federal Reserve Bank of New York, as" after "securities exchange."
(7) Section 4.1(c) is amended by adding the
Bank of New York/ – Collateral delivered to Party A, as Secured Party:
For Posted Collateral consisting of Government Obligations:
Bank of New York/ SBC CUST, ABA 021000018; ref: Banco
Itau S.A., as Pledgor
For Posted Collateral consisting
dt 42799
;
UBS
As referenced in this Master Agreement:
UBS AG –
EX-99
2
0002.txt
EXHIBIT 7
ISDA(R)
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of October 23, 1997
----------------------------
UBS AG and Banco Itau S.A. have
------------------------------------ -------------------------------
entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or
_____________
UBS AG – have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.
UBS AG Banco Itau S.A.
--------------------------- ---------------------------
(Name of Party) (Name of Party)
By: /s/ M. Weber By: /s/ Fernando Antonio Neves Lima
--------------------------- --------------------------------
Name: Name:
_____________
UBS AG – ISDA Master Agreement dated October 23, 1997 as amended
from time to time (the "Master Agreement") between Banco Itau S.A. ("BI")
and UBS AG ("UBS"), BI and UBS agree to amend the Master Agreement as set
out below:
Part 4(d)(ii) of the Schedule to
_____________
UBS AG – Amendment Agreement is governed by the laws of the State of New
York.
For and on behalf of For and on behalf of UBS AG Banco Itau S.A.
/s/ Paulo Roberto Soares /s/ David Kelly
------------------------------- -------------------------------------
Name: Paulo Roberto Soares Name: David Kelly
Title: Senior Managing Director Title:
_____________
UBS AG, – Bicker, Jr.
Title: Managing Director Title: Associate Director
Credit Risk Management
SCHEDULE
to the Master Agreement
dated as of October 23, 1997
between
UBS AG, a banking and BANCO ITAU S.A., a bank
corporation organized under the organized under the laws of
laws of Switzerland the
_____________
dt 237873
|
| Preview
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| 2000 |
Master Agreement
Master Agreement (368K)
Doc #197967: Click preview link for longer preview.
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of August 22, 2000
Goldman Sachs International and Itau Bank Ltd. have entered and/or
anticipate entering into one or more transactions (each a "Transaction")
that are or will be governed by this Master Agreement, which includes the
schedule (the "Schedule"), and the documents and other confirming evidence
(each a "Confirmation") exchanged between the parties confirming those
Transactions.
Accordingly, the parties agree as follows:
1. INTERPRETATION
(a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master
Agreement.
(b) INCONSISTENCY. In the event of any inconsistency between the provisions
of the Schedule and the other provisions of this Master Agreement, the
Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant
Transaction.
(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single
agreement between the parties (collectively referred to as this
("Agreement"), and the parties would not otherwise enter into any
Transactions.
2. OBLIGATIONS
(a) GENERAL CONDITIONS.
(i) Each party will make each payment or delivery specified in each
Confirmation to be made by it, subject to the other provisions of
this Agreement.
(ii) Payments under this Agreement will be made on the due date for
value on that date in the place of the account specified in the
relevant Confirmation or otherwise pursuant to this Agreement, in
freely transferable funds and in the manner customary for payments in
the required currency. Where settlement is by delivery (that is, other
than by payment), such delivery will be made for receipt on the due
date in the manner customary for the relevant obligation unless
otherwise specified in the relevant Confirmation or elsewhere in this
Agree ment.
(iii) Each obligation of each party under Section 2(a)(i) is subject
to (1) the condition precedent that no Event of Default or Potential
Event of Default with respect to the other party has occurred and is
continuing, (2) the condition precedent that no Early Termination
Date in respect of the relevant Transaction has occurred or been
effectively designated and (3) each other applicable condition
precedent specified in this Agreement.
(b) CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to
which such change applies unless such other party gives timely notice of a
reasonable objection to such change.
(c) NETTING. If on any date amounts would otherwise be payable:
(i) in the same currency; and
(ii) in respect of the same Transaction,
by each party to the other, then, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and
discharged and, if the aggregate amount that would otherwise have been
payable by one party exceeds the aggregate amount that would otherwise have
been payable by the other party, replaced by an obligation upon the party
by whom the larger aggregate amount would have been payable to pay to the
other party the excess of the larger aggregate amount over the smaller
aggregate amount.
The parties may elect in respect of two or more Transactions that a net
amount will be determined in respect of all amounts payable on the same
date in the same currency in respect of such Transactions, regardless of
whether such amounts are payable in respect of the same Transaction. The
election may be made in the Schedule or a Confirmation by specifying that
subparagraph (ii) above will not apply to the Transactions identified as
being subject to the election, together with the starting date (in which
case subparagraph (ii) above will not, or will cease to, apply to such
Transactions from such date). This election may be made separately for
different groups of Transactions and will apply separately to each pairing
of Offices through which the parties make and receive payments or
deliveries.
(d) DEDUCTION OR WITHHOLDING FOR TAX.
(i) GROSS-UP. All payments under this Agreement will be made without
any deduction or withholding for or on account of any Tax unless such
deduction or withholding is required by any applicable law, as
modified by the practice of any relevant governmental revenue author
ity, then in effect. If a party is so required to deduct or withhold,
then that party ("X") will:
(1) promptly notify the other party ('Y") of such requirement;
(2) pay to the relevant authorities the full amount required to
be deducted or withheld (including the full amount required to
be deducted or withheld from any additional amount paid by X to
Y under this Section 2(d)) promptly upon the earlier of
determin ing that such deduction or withholding is required or
receiving notice that such amount has been assessed against Y;
(3) promptly forward to Y an official receipt (or a certified
copy), or other documenta tion reasonably acceptable to Y,
evidencing such payment to such authorities; and
(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition
to the payment to which Y is otherwise entitled under this
Agreement, such additional amount as is necessary to ensure
that the net amount actually received by Y (free and clear of
Indemnifiable Taxes, whether assessed against X or Y) will
equal the full amount Y would have received had no such
deduction or withholding been required. However, X will not be
required to pay any additional amount to Y to the extent that
it would not be required to be paid but for:
(A) the failure by Y to comply with or perform any
agreement contained in Section 4(a)(i), 4(a)(iii) or
4(d); or
(B) the failure of a representation made by Y pursuant to
Section 3(f) to be accurate and true unless such failure
would not have occurred but for (1) any action taken by a
taxing authority, or brought in a court of competent
jurisdic tion, on or after the date on which a
Transaction is entered into (regardless of whether such
action is taken or brought with respect to a party to
this Agree ment) or (11) a Change in Tax Law.
(ii) LIABILITY. If:
(1) X is required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, to
make any deduction or withholding in respect of which X would
not be required to pay an additional amount to Y under Section
2(d)(i)(4);
(2) X does not so deduct or withhold; and
(3) a liability resulting from such Tax is assessed directly
against X,
197967
|
AOL Latin
As referenced in this Master Agreement:
america online
latin america, – GSI
Buyer: Counterparty
Shares: The Class A Common Stock, $.01 par
value per share of America Online
Latin America, Inc. (the "Issuer")
Number of Options: 1,320,834
Option Entitlement: 1 Share per
america online latin america – Bank, Ltd.
By: /s/ Alberto Dias de Mattos Barretto
___________________________________
Name:
Title:
Annex A
1. America Online Latin America Regulation S Stock Subscription Agreement
dated June 12, 2000 ("Subscription Agreement").
2. Registration Rights and
america
online latin america, – Counterparty
Buyer: GSI
Shares: The Class A Common Stock, $.01
par value per share of America
Online Latin America, Inc. (the
"Issuer")
Number of Options: 1,320,834
Option Entitlement: 1 Share per
america online latin america – Bank, Ltd.
By: /s/ Alberto Dias de Mattos Barretto
___________________________________
Name:
Title:
Annex A
1. America Online Latin America Regulation S Stock Subscription
Agreement dated June 12, 2000 ("Subscription Agreement").
2. Registration Rights and
america
online latin america, – GSI
Buyer: Counterparty
Shares: The Class A Common Stock, $.01
par value per share of America
Online Latin America, Inc. (the
"Issuer")
Number of Options: 3,249,250
Option Entitlement: 1 Share per
dt 3144
;
ISDA
As referenced in this Master Agreement:
International Swap Dealers Association, –
EX-99
3
0003.txt
EXHIBIT 8
ISDA(R)
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of August 22, 2000
Goldman Sachs International and Itau Bank Ltd. have entered and/or
anticipate entering
_____________
dt 97936
;
ISDA
As referenced in this Master Agreement:
ISDA( –
EX-99
3
0003.txt
EXHIBIT 8
ISDA( R)
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of August 22, 2000
Goldman
_____________
ISDA – Soares
Title: Title: Director
Date: Date: Sao Paulo 28, 2000
Execution Copy
SCHEDULE
TO THE
ISDA MASTER AGREEMENT
DATED AS OF AUGUST 17, 2000
BETWEEN
GOLDMAN SACHS INTERNATIONAL,
A COMPANY ORGANIZED
_____________
ISDA – thereon.
(k) DEFINITIONS. This Agreement, each Confirmation and each
Transaction are subject to the 1991 ISDA Definitions, as
published by the International Swaps and Derivatives Association,
Inc. ("ISDA") and the 1998
_____________
International Swaps and Derivatives Association – Confirmation and each
Transaction are subject to the 1991 ISDA Definitions, as
published by the International Swaps and Derivatives Association ,
Inc. ("ISDA") and the 1998 FX and Currency Option Definitions as
published by ISDA,
_____________
ISDA" – to the 1991 ISDA Definitions, as
published by the International Swaps and Derivatives Association,
Inc. ("ISDA" ) and the 1998 FX and Currency Option Definitions as
published by ISDA, the Emerging
_____________
dt 75678
;
|
Goldman Sachs
As referenced in this Master Agreement:
Goldman Sachs Group, – to ITAU as such provisions are amended
below.
"THRESHOLD AMOUNT" means (i) in relation to GSI, 3% of the
stockholders' equity of The Goldman Sachs Group, Inc.
("Goldman Group") and (ii) in relation to ITAU, 3% of the
stockholders' equity of ITAU.
(c) The "CREDIT EVENT UPON MERGER"
_____________
dt 148948
;
GSI
As referenced in this Master Agreement:
Goldman Sachs International –
EX-99
3
0003.txt
EXHIBIT 8
ISDA(R)
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of August 22, 2000
Goldman Sachs International and Itau Bank Ltd. have entered and/or
anticipate entering into one or more transactions (each a "Transaction")
that are or will
_____________
Goldman Sachs International – have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.
Goldman Sachs International Itau Bank Ltd.
---------------------------- ---------------
(Name of Party) (Name of Party)
By: /s/ Daniel B. O'Rourke By: /s/ Paulo Roberto Soares
--------------------------- ---------------------------
Name: Daniel
_____________
GOLDMAN SACHS INTERNATIONAL – Title: Director
Date: Date: Sao Paulo 28, 2000
Execution Copy
SCHEDULE
TO THE
ISDA MASTER AGREEMENT
DATED AS OF AUGUST 17, 2000
BETWEEN
GOLDMAN SACHS INTERNATIONAL ,
A COMPANY ORGANIZED UNDER THE LAW OF ENGLAND AND WALES
("GSI"),
AND
ITAU BANK LTD.,
A CORPORATION ORGANIZED UNDER THE LAWS OF
_____________
Goldman Sachs International – TERMINATION PROVISIONS.
(a) "SPECIFIED ENTITY"
(i) means, in relation to GSI, Goldman, Sachs & Co.,
Goldman Sachs Capital Markets, L.P., J. Aron & Company,
Goldman Sachs International Finance and Goldman Sachs
(Asia) Finance for the purpose of Section 5(a)(v), and
shall not apply for purposes of Sections
_____________
GOLDMAN SACHS INTERNATIONAL – LTD. WITNESS
By: /s/ Daniel B. O'Rourke By: /s/ Oonagh Bradley
--------------------------- -------------------------
Name: Name: Oonagh Bradley
Title: Title:
Date: Sept 1, 2000 Date:
GOLDMAN SACHS INTERNATIONAL WITNESS
By: By:
--------------------------- -------------------------
Name: Name:
Title: Title:
Date: Date:
Place of Execution: England Place of Execution: England
WITNESS
By:
---------------------------
Name:
Date:
Place
_____________
dt 108806
;
More... |
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| 2005 | | | |
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| 2004 |
Localization Services, Licensing and Content Programming Agreement
Localization Services, Licensing and Content Programming Agreement (83K)
Doc #1174889: Click preview link for longer preview.
CONFIDENTIAL
LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT
THIS LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT (the �Agreement�) is made and entered into as of September 2, 2004 (the �Effective Date�), by and between America Online, Inc., a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166 (hereinafter referred to as �AOL�), and America Online Latin America, Inc., a Delaware corporation, with its principal offices at 6600 N. Andrews Avenue, Suite 400, Ft. Lauderdale, Florida 33309 (hereinafter referred to as . . .
1174889
|
AOL Latin
As referenced in this Localization Services, Licensing and Content Programming Agreement:
America Online Latin America, Inc – September 2, 2004 (the Effective Date), by and between America Online, Inc., a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166 (hereinafter referred to as AOL), and America Online Latin America, Inc ., a Delaware corporation, with its principal offices at 6600 N. Andrews Avenue, Suite 400, Ft. Lauderdale, Florida 33309 (hereinafter referred to as AOLA) (each a Party and collectively the
_____________
AMERICA ONLINE LATIN AMERICA, INC – a part of this Agreement.
IN WITNESS WHEREOF, the Parties hereto, each acting under due and proper authority, have executed this Agreement as of the Effective Date.
AMERICA ONLINE, INC.
AMERICA ONLINE LATIN AMERICA, INC .
By: /s/ David Wellisch
By: /s/ Travis Good
Print Name: David Wellisch
Print Name: Travis Good
Title: Vice President, GMAOL Latino
Title: Vice PresidentTechnology and Operations
1
EXHIBIT A
_____________
America Online Latin America, Inc – Virginia 20166
Fax: 703-265-3992
and to
Vice President, AOL Latino
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Fax: 650-937-5409
In the case of AOLA:
America Online Latin America, Inc .
6600 N. Andrews Ave., Suite 400
Ft. Lauderdale, FL 33309
Attn: General Counsel
Fax: 954-233-1805
No Waiver. Any waiver of the provisions of this Agreement or of
_____________
AMERICA ONLINE LATIN AMERICA, INC – all AOLA-provided assets within the AOL Latino Service.
6
SCHEDULE NO. 1
DATED SEPTEMBER 2, 2004
TO
LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT
BETWEEN
AMERICA ONLINE, INC. AND AMERICA ONLINE LATIN AMERICA, INC . (AOLA)
DATED AS OF SEPTEMBER 2, 2004 (THE AGREEMENT)
I. Detailed Description of Services
AOLA shall provide the following services (the Content Programming Services) to AOL in connection with
_____________
AMERICA ONLINE LATIN AMERICA, INC – prior notice to allow the other Party to determine where it would like the Keyword to point.
This Statement of Work is hereby accepted by both parties:
AMERICA ONLINE, INC.
AMERICA ONLINE LATIN AMERICA, INC .
By: /s/ David Wellisch
By: /s/ Travis Good
Print Name: David Wellisch
Print Name: Travis Good
Title: Vice President, GMAOL Latino
Title: Vice PresidentTechnology and Operations
7 --> -->
_____________
dt 1373404
;
America Online
As referenced in this Localization Services, Licensing and Content Programming Agreement:
America Online, Inc – AND CONTENT PROGRAMMING AGREEMENT
THIS LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT (the Agreement) is made and entered into as of September 2, 2004 (the Effective Date), by and between America Online, Inc ., a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166 (hereinafter referred to as AOL), and America Online Latin America, Inc., a Delaware corporation, with its principal
_____________
AMERICA ONLINE, INC – are hereby made a part of this Agreement.
IN WITNESS WHEREOF, the Parties hereto, each acting under due and proper authority, have executed this Agreement as of the Effective Date.
AMERICA ONLINE, INC .
AMERICA ONLINE LATIN AMERICA, INC.
By: /s/ David Wellisch
By: /s/ Travis Good
Print Name: David Wellisch
Print Name: Travis Good
Title: Vice President, GMAOL Latino
Title: Vice PresidentTechnology
_____________
America Online, Inc – DAYS AFTER POSTING, OR ONE DAY AFTER (I) DELIVERY TO AN OVERNIGHT AIR COURIER SERVICE OR (II) THE MOMENT OF TRANSMISSION BY FACSIMILE.
In the case of AOL:
General Counsel
America Online, Inc .
22000 AOL Way
Dulles, Virginia 20166
Fax: 703-265-3992
and to
Vice President, AOL Latino
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Fax: 650-937-5409
_____________
America Online, Inc – OF TRANSMISSION BY FACSIMILE.
In the case of AOL:
General Counsel
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Fax: 703-265-3992
and to
Vice President, AOL Latino
America Online, Inc .
22000 AOL Way
Dulles, Virginia 20166
Fax: 650-937-5409
In the case of AOLA:
America Online Latin America, Inc.
6600 N. Andrews Ave., Suite 400
Ft. Lauderdale, FL
_____________
AMERICA ONLINE, INC – tracking the use of all AOLA-provided assets within the AOL Latino Service.
6
SCHEDULE NO. 1
DATED SEPTEMBER 2, 2004
TO
LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT
BETWEEN
AMERICA ONLINE, INC . AND AMERICA ONLINE LATIN AMERICA, INC. (AOLA)
DATED AS OF SEPTEMBER 2, 2004 (THE AGREEMENT)
I. Detailed Description of Services
AOLA shall provide the following services (the Content Programming
_____________
dt 1439691
;
America Online
As referenced in this Localization Services, Licensing and Content Programming Agreement:
America Online, Inc – AND CONTENT PROGRAMMING AGREEMENT
THIS LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT (the Agreement) is made and entered into as of September 2, 2004 (the Effective Date), by and between America Online, Inc ., a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166 (hereinafter referred to as AOL), and America Online Latin America, Inc., a Delaware corporation, with its principal
_____________
AMERICA ONLINE, INC – are hereby made a part of this Agreement.
IN WITNESS WHEREOF, the Parties hereto, each acting under due and proper authority, have executed this Agreement as of the Effective Date.
AMERICA ONLINE, INC .
AMERICA ONLINE LATIN AMERICA, INC.
By: /s/ David Wellisch
By: /s/ Travis Good
Print Name: David Wellisch
Print Name: Travis Good
Title: Vice President, GMAOL Latino
Title: Vice PresidentTechnology
_____________
America Online, Inc – DAYS AFTER POSTING, OR ONE DAY AFTER (I) DELIVERY TO AN OVERNIGHT AIR COURIER SERVICE OR (II) THE MOMENT OF TRANSMISSION BY FACSIMILE.
In the case of AOL:
General Counsel
America Online, Inc .
22000 AOL Way
Dulles, Virginia 20166
Fax: 703-265-3992
and to
Vice President, AOL Latino
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Fax: 650-937-5409
_____________
America Online, Inc – OF TRANSMISSION BY FACSIMILE.
In the case of AOL:
General Counsel
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Fax: 703-265-3992
and to
Vice President, AOL Latino
America Online, Inc .
22000 AOL Way
Dulles, Virginia 20166
Fax: 650-937-5409
In the case of AOLA:
America Online Latin America, Inc.
6600 N. Andrews Ave., Suite 400
Ft. Lauderdale, FL
_____________
AMERICA ONLINE, INC – tracking the use of all AOLA-provided assets within the AOL Latino Service.
6
SCHEDULE NO. 1
DATED SEPTEMBER 2, 2004
TO
LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT
BETWEEN
AMERICA ONLINE, INC . AND AMERICA ONLINE LATIN AMERICA, INC. (AOLA)
DATED AS OF SEPTEMBER 2, 2004 (THE AGREEMENT)
I. Detailed Description of Services
AOLA shall provide the following services (the Content Programming
_____________
dt 1439691
;
|
Time Warner
As referenced in this Localization Services, Licensing and Content Programming Agreement:
Time Warner Inc – Agreement upon thirty (30) days prior written notice to AOLA in the event that (i) AOL is no longer a shareholder of AOLA pursuant to the Stockholder Agreement, (ii) neither Time Warner Inc . nor AOL is a holder of any of AOLAs debt or similar instrument; (iii) AOL elects, in its sole discretion, to cease producing or offering the AOL Latino Service;
_____________
dt 1515056
;
Time Warner
As referenced in this Localization Services, Licensing and Content Programming Agreement:
Time Warner Inc – Agreement upon thirty (30) days prior written notice to AOLA in the event that (i) AOL is no longer a shareholder of AOLA pursuant to the Stockholder Agreement, (ii) neither Time Warner Inc . nor AOL is a holder of any of AOLAs debt or similar instrument; (iii) AOL elects, in its sole discretion, to cease producing or offering the AOL Latino Service;
_____________
dt 1515056
|
| Preview
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| 2002 |
Master Agreement for Value Added Services (Brasil) [Amendment No. 7]
Master Agreement for Value Added Services (Brasil) [Amendment No. 7] (10K)
Doc #197836: Click preview link for longer preview.
AMENDMENT #7 TO MASTER AGREEMENT
--------------------------------------------------------------------------------
FOR VALUE ADDED SERVICES (BRAZIL) BY AND BETWEEN
AOL BRASIL LTDA. AND EMPRESA BRASILEIRA
DE TELECOMUNICACOES S.A. -
EMBRATEL
This Amendment (the "Amendment #7"), effective as of September 21, 2001
("Amendment Date"), is entered into by and between AOL BRASIL LTDA., a Brazilian
corporation headquartered at Avenida Industrial, 600, 2(degree) Andar, Santo
Andre, 08090-500, Sao Paulo, - SP, registered with the Ministerio de Fazenda
under number 03.032.579/0001-62, represented by its Director, Milton da Rocha
Camargo, hereinafter called AOL, and EMPRESA BRASILEIRA DE TELECOMUNICACOES S.A.
- EMBRATEL, a Brazilian corporation headquartered at Av. Presidente Vargas,
1012, 20179-900, Rio de Janeiro, RJ, registered with the Ministerio de Fazenda
under number 33.530.486/0001-29, represented by its Executive Account Manager,
Valdinei Carniel Rocha, and its Account Manager, Michael Dariano Machemer,
hereinafter called EMBRATEL, and modifies, and is incorporated into, the Master
Agreement for Value Added Services (Brazil) dated October 18, 1999 by and
between AOL and EMBRATEL (the "Agreement").
This Amendment modifies the section of the Agreement as indicated
below. Unless modified herein, all other terms defined in the Agreement shall
have the same meaning when used in this Amendment.
All terms and conditions of the Agreement not otherwise specifically
modified in this Amendment remain unchanged and in full force and effect.
In the case of conflict between the terms of this Amendment and the
remaining terms and conditions of the Agreement, the terms of this Amendment
shall control.
1. DEPLOYMENT PLAN
1.1 Exhibit C of the Agreement is hereby amended by ADDING the
following provisions, which shall terminate three (3) years after the effective
date of this Amendment. All the provisions included at the original Exhibit C
and following amendments will have the same duration after the effective date
its signature:
197836
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| 2002 |
Master Agreement for Value Added Services (Brasil) [Amendment No. 9]
Master Agreement for Value Added Services (Brasil) [Amendment No. 9] (7K)
Doc #197837: Click preview link for longer preview.
AMENDMENT #9 TO MASTER AGREEMENT
FOR VALUE ADDED SERVICES (BRAZIL) BY AND BETWEEN
AOL BRASIL LTDA. AND EMPRESA BRASILEIRA DE TELECOMUNICACOES S.A. -
EMBRATEL
This Amendment (the "Amendment #9"), effective as of December 3, 2001
("Amendment Date"), is entered into by and between AOL BRASIL LTDA., a Brazilian
corporation headquartered at Avenida Industrial 600, 2(degree), Andar, Santo
Andre, 08090-500, Sao Paulo, - SP, registered with the Ministerio de Fazenda
under number 03.032.579/0001-62, represented by its Director, Milton da Rocha
Camargo, hereinafter called AOL, and EMPRESA BRASILEIRA DE TELECOMUNICACOES S.A.
- EMBRATEL, a Brazilian corporation headquartered at Av. Presidente Vargas,
1012, 20179-900, Rio de Janeiro - RJ, registered with the Ministerio de Fazenda
under number 33,530,486/0001-29, represented by its Executive Account Manager,
Valdinei Carniel Rocha, and its Account Manager, Michele Dariano Machemer,
hereinafter called EMBRATEL, and modifies, and is incorporated into, the Master
Agreement for Value Added Services (Brazil) dated October 18, 1999 by and
between AOL and EMBRATEL (the "Agreement").
197837
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| 2002 |
Master Agreement for Value Added Services (Brasil) [Amendment No. 10]
Master Agreement for Value Added Services (Brasil) [Amendment No. 10] (31K)
Doc #197838: Click preview link for longer preview.
AMENDMENT #10 TO MASTER AGREEMENT FOR VALUE ADDED SERVICES (BRAZIL) - CONTRACT
NUMBER VES-8-IDN-1-1999 BY AND BETWEEN AOL BRASIL LTDA. AND EMPRESA BRASILEIRA
DE TELECOMUNICACOES S.A. - EMBRATEL.
This Amendment (the "AMENDMENT #10"), effective as of April 3rd, 2002,
("Amendment Date") is entered into by and between.
AOL BRASIL LTDA., a Brazilian corporation headquartered at Avenida Industrial
600, 2. andar, City of Santo Andre, State of Sao Paulo, registered with
Ministerio da Fazenda under number 03.032.579/0001-62, represented by its
Director Vice President Milton da Rocha Camargo, hereinafter called "AOL", and
EMPRESA BRASILEIRA DE TELECOMUNICACOES S.A. - EMBRATEL, a Brazilian corporation
with headquarters at Av. Presidente Vargas, 1012, in the City of Rio de Janeiro,
State of Rio de Janeiro, registered with Ministerio da Fazenda under number
33.530.486/0001-29, represented by its Executive Account Manager, Valdinei
Carniel Rocha, and its Account Manager, Michele Dariano Machemer, hereinafter
called "EMBRATEL",
and modified, and is incorporated into, the Master Agreement for value Added
Services (Brazil) dated October 18, 1999 by and between AOL and EMBRATEL (the
"Agreement").
This Agreement modified certain sections of the Agreement and of its respective
amendments executed prior to this date, as indicated below. Unless modified
herein, all other terms defined in the Agreement and its respective Amendments
shall have the same meaning when used in this Amendment.
All terms and conditions of the Agreement and its respective Amendments not
otherwise specifically modified in this Amendment remain unchanged and in full
force and effect.
In case of conflict between the terms of this Amendment and the remaining terms
and conditions of the Agreement, the terms of this Amendment shall control.
WHEREAS:
(i) Section 1.2 of the Agreement provides for EMBRATEL's deployment obligation,
regarding the de-installation of Modem capacity from one site and its
reinstallation at another site, upon AOL's request and at AOL's sole discretion
and cost; (ii) certain Amendments to the Agreement, namely Amendment #4, dated
April 25, 2001 (the "Amendment #4"), Amendment #5, dated July 4, 2001 (the
"Amendment #5"), Amendment #6, dated July 31, 2001 (the "Amendment #6"),
Amendment #7, dated September 21, 2001 (the "Amendment #7) and Amendment #9,
dated December 03, 2001 (the "Amendment #9"), provide for the concomitant (i)
addition of Modem capacity in certain cities designated by AOL and (ii)
reduction of Modem capacity in certain cities designated by AOL;
(iii) the original intention of the Parties with respect to the Amendments
listed in item (ii) above was to transfer modem capacity from one location to
another, with the maintenance of the original expiration term applicable to each
transferred Modem capacity;
THE PARTIES HEREBY AGREE AS FOLLOW:
1. Sections 1.1 and 1.2 of AMENDMENT #4 shall read as follows:
"1.1 Exhibit C of the Agreement is hereby amended by ADDING the following Modem
capacity, which shall terminate according to the table below:
--- -------------------------------- --------------- --------------------------
# AOL DESIGNATED CITIES MODEMS TERMINATION DATE
--- -------------------------------- --------------- --------------------------
1. BELEM - SP [**] 25/04/04
--- -------------------------------- --------------- --------------------------
2. BELO HORIZONTE - MG [**] 25/04/04
--- -------------------------------- --------------- --------------------------
3. CURITIBA - PR [**] 25/04/04
--- -------------------------------- --------------- --------------------------
4. FLORIANOPOLIS - SC [**] 25/04/04
--- -------------------------------- --------------- --------------------------
5. FORTALEZA - CE [**] 25/04/04
--- -------------------------------- --------------- --------------------------
6. GOIANIA - GO [**] 25/04/04
--- -------------------------------- --------------- --------------------------
7. LAGES - SC [**] 25/04/04
--- -------------------------------- --------------- --------------------------
8. PETROPOLIS - RJ [**] 25/04/04
--- -------------------------------- --------------- --------------------------
9. SANTA MARIA - RS [**] 25/04/04
--- -------------------------------- --------------- --------------------------
10. UBERABA - MG [**] 25/04/04
--- -------------------------------- --------------- --------------------------
--- -------------------------------- --------------- --------------------------
Total: [**]
--- -------------------------------- --------------- --------------------------
1.2 Exhibit C of the Agreement is hereby amended by the TRANSFERENCE of the
following Modem capacity, which shall terminate according to the table below:
-- ---------------------- ----------------------------- ------- ----------------
# DE-INSTALLATION REINSTALLATION
-- ---------------------- ----------------------------- ------- ----------------
AOL DESIGNATED CITIES AOL DESIGNATED CITIES MODEMS TERMINATION DATE
-- ---------------------- ----------------------------- ------- ----------------
1. JUNDIAI - SP PORTO VELHO - RO [**] 18/10/2002
-- ---------------------- ----------------------------- ------- ----------------
2. JUNDIAI - SP UBERABA - MG [**] 29/09/2003
-- ---------------------- ----------------------------- ------- ----------------
3. OSASCO - SP RECIFE - PE [**] 18/10/2002
-- ---------------------- ----------------------------- ------- ----------------
4. SANTO ANDRE - SP RECIFE - PE [**] 18/10/2002
-- ---------------------- ----------------------------- ------- ----------------
-- ---------------------- ----------------------------- ------- ----------------
Total: [**]
-- ---------------------- ----------------------------- ------- ----------------
2. Section 1.2 of AMENDMENT #5 shall be entirely excluded from the Amendment and
Section 1.1 of Amendment 5 shall read as follow:
197838
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