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 | 2003 |
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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| 2003 |
Agreement for Consulting Services
Agreement for Consulting Services (81K)
Doc #197779: Click preview link for longer preview.
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT FOR CONSULTING SERVICES is made and entered into as of
February 22, 2003 (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 principal offices at Suite 400, 6600 N. Andrews
Avenue, Ft. Lauderdale, Florida 33309 (hereinafter referred to as "Consultant")
(each a "Party" and collectively the "Parties").
AOL, operates the America Online(R) brand service, an interactive
computer communications, information and transactions service. Consultant is
familiar with the America Online(R) brand service. AOL desires to engage the
services of Consultant and Consultant desires to accept such engagement upon the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, AOL and Consultant hereby agree as follows:
1. SERVICES AND SCOPE OF WORK
1.1 SERVICES. Consultant agrees to provide to AOL consulting
services ("Consulting Services") as they are described on
Schedule 1 attached hereto as Exhibit A and on such schedules
as are executed from time to time by both Parties to this
Agreement (the "Schedules"). Each Schedule shall be
consecutively numbered and annexed hereto. Consulting Services
shall be provided in accordance with the provisions of this
Agreement and the applicable Schedule.
1.2 SCOPE OF WORK. Each Schedule shall contain a description of
the tasks to be performed by Consultant, the deliverables and
documentation, if any, to be produced by Consultant
(collectively, "Deliverables"), a schedule of performance, a
schedule of payments and a statement of Consultant's
then-current rates, if applicable.
1.3 PERFORMANCE OF SERVICES. Consultant has the right to (i)
control and direct the means, manner and method by which the
Consulting Services are performed, and (ii) perform the
Consulting Services at any place or location and at such time
as Consultant may reasonably determine. Unless otherwise
agreed to by the Parties in writing or on a Schedule,
Consultant shall (i) observe the working hours, working rules
and polices of AOL while working on AOL's premises, and (ii)
furnish all equipment and materials used to perform the
Consulting Services, including but not limited to telephone
lines, personal computers and modems.
1.4 OTHER WORK. Consultant shall ensure that the Programmers are
dedicated solely to providing the Consulting Services
hereunder. In the event Consultant wishes to perform work of a
similar nature to the Consulting Services (i.e., programming
Hispanic content or area) during the term of this Agreement
for any Interactive Service based in the U.S., Consultant
shall give AOL ninety (90) days prior written notice thereof
and AOL shall have the right to terminate this agreement upon
thirty (30) days written days notice thereof. As used herein,
an Interactive Service is an entity offering one or more of
the following: (i) online or Internet connectivity services
1
<PAGE>
(e.g., an online service or Internet service provider); (ii)
an interactive site or service featuring a broad selection of
aggregated third party interactive content (or navigation
thereto) covering a broad range of subjects and targeted at a
broad audience (e.g., a search and directory service or
portal) and/or marketing a broad selection of products and/or
services across numerous "vertical" interactive commerce
categories (e.g., an online mall or multiple-category
e-commerce site); or (iii) communications software capable of
serving as the principal means through which a user creates,
sends or receives electronic mail or real time online
messages.
1.5 COMPLIANCE WITH APPLICABLE LAW. Except with respect to actions
taken per the express instructions of AOL, Consultant shall
ensure that Consultant complies with all applicable local,
state and federal law and AOL's then-current Terms of Service
in performing the Consulting Services.
2. CONSULTANT PERSONNEL
2.1 CONSULTANT PROJECT MANAGER. The Parties shall mutually agree
on which Programmer will act as project manager for Consultant
(the "Consultant Project Manager"), whose duties shall be to
act as liaison between AOL and Consultant.
2.2 INDEPENDENT CONTRACTOR; NO AGENCY. Consultant is an
independent contractor. Consultant shall not be deemed for any
purpose to be an employee of AOL. AOL shall not be responsible
to Consultant or any governing body for any payroll-related
taxes related to the performance of the services, including
but not limited to, withholding or other taxes related to
federal or state income tax, social security benefits or
unemployment compensation. This Agreement shall not be
interpreted or construed to provide that either Party is an
agent, representative or partner of the other Party. This
Agreement shall not be interpreted or construed to provide
that either Party shall have any right, power or authority to
enter into any agreement for or on behalf of, or incur any
obligation or liability on behalf of, or to otherwise bind,
the other Party. This Agreement shall not be interpreted or
construed to create an employment relationship, an
association, agency, joint venture or partnership between the
Parties or to impose any liability attributable to such a
relationship upon either Party.
2.3 CONSULTANT'S EMPLOYEES AND ASSISTANTS. From time to time,
Consultant may, subject to the terms and conditions set forth
in this Agreement, engage employees, independent contractors,
consultants, volunteer assistants or other persons or entities
(collectively, "Assistants") to aid Consultant in performing
Consultant's duties under this Agreement. AOL has no
relationship with or to such Assistants and such Assistants
are not employees, agents, consultants, representatives,
assistants or independent contractors of AOL. Consultant shall
be fully and solely responsible for the supervision and
payment of such Assistants and for all work performed by such
Assistants and any third party subcontractors approved by AOL
as provided in this Agreement.
3. PROJECT MANAGEMENT
3.1 AOL PROJECT MANAGER. AOL shall designate a project manager
for each Schedule (the "AOL Project Manager") who shall act
as a liaison between AOL and Consultant.
3.2 [intentionally deleted]
3.3 ACCOUNTS. Consultant shall be given account(s) for the America
Online(R) brand service for the exclusive purpose of enabling
it and its agents to perform Consultant's duties under this
Agreement. The account(s) shall be of the type determined by
AOL to be necessary for Consultant to perform its duties
hereunder. Consultant shall be responsible for any premium
charges, transaction charges, communication surcharges or
other charges incurred by any such account(s), other than
AOL's standard monthly subscription charge. Consultant shall
be responsible for the actions taken under or through its
197779
|
AOL Latin
As referenced in this Agreement for Consulting Services:
america online latin america, – with offices at 22000 AOL Way, Dulles, Virginia 20166
(hereinafter referred to as "AOL"), and America Online Latin America, Inc., a
Delaware corporation, with principal offices at Suite 400, 6600 N. Andrews
Avenue,
america online latin america, – 1 DATED FEBRUARY 22, 2003 TO
AGREEMENT FOR CONSULTING SERVICES
BETWEEN
AMERICA ONLINE, INC. AND AMERICA ONLINE LATIN AMERICA, INC.
DATED AS OF FEBRUARY 22, 2003 (THE "AGREEMENT")
SCOPE OF WORK
1. Detailed
dt 3020
;
|
America Online
As referenced in this Agreement for Consulting Services:
America Online, – made and entered into as of
February 22, 2003 (the "Effective Date"), by and between America Online, Inc., a
Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166
(hereinafter
AOL – 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,
"AOL – 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 principal offices at Suite
America Online – with offices at 22000 AOL Way, Dulles, Virginia 20166
(hereinafter referred to as "AOL"), and America Online Latin America, Inc., a
Delaware corporation, with principal offices at Suite 400, 6600 N. Andrews
AOL – Lauderdale, Florida 33309 (hereinafter referred to as "Consultant")
(each a "Party" and collectively the "Parties").
AOL , operates the America Online(R) brand service, an interactive
computer communications, information and transactions
dt 52358
|
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| 2002 |
Agreement for Consulting Services
Agreement for Consulting Services (21K)
Doc #197804: Click preview link for longer preview.
Date: As of October 12, 2002
Subject: AGREEMENT FOR CONSULTING SERVICES
This agreement ("Agreement") sets forth the terms of the provision by Javier
Aguirre ("Consultant") of certain mutually agreed consulting services to America
Online Latin America, Inc. ("AOLA") as described herein.
SCOPE OF WORK
Provide financial consulting services to AOLA senior management, to the extent
mutually agreed by AOLA and the Consultant.
COMPENSATION
Compensation will be as mutually agreed upon by the parties on a
project-by-project basis.
EXPENSES
Reasonable phone calls will be reimbursed by AOLA. Any expenses not covered
hereby or otherwise approved by AOLA shall be borne by Consultant. Expenses
shall otherwise be covered under Exhibit A attached hereto.
TERMINATION
Unless earlier terminated as set forth in this Agreement, the term of this
Agreement will begin on October 12, 2002 and expire on July 11, 2003; provided,
that if you accept employment with AOL Time Warner Inc., the Cisneros Group of
Companies, or any of their respective subsidiaries or other affiliates prior to
July 18, 2003, then this Agreement will terminate on April 12, 2003. In
addition, either party may terminate this Agreement at any time with or without
cause upon seven (7) days prior written notice.
PAYMENT TERMS
15 days upon invoice receipt.
Invoices will be submitted during the first week of each month.
ADDITIONAL TERMS
The terms set forth on Exhibit A shall form part of this Agreement.
197804
|
AOL Latin
As referenced in this Agreement for Consulting Services:
america
online latin america, – terms of the provision by Javier
Aguirre ("Consultant") of certain mutually agreed consulting services to America
Online Latin America, Inc. ("AOLA") as described herein.
SCOPE OF WORK
Provide financial consulting services to AOLA
america online latin america, – on Exhibit A shall form part of this Agreement.
<TABLE>
<CAPTION>
AMERICA ONLINE LATIN AMERICA, INC.
<S> <C>
By: /s/ Javier Aguirre By: /s/ Charles
dt 3042
;
Time Warner
As referenced in this Agreement for Consulting Services:
Time Warner Inc – of this
Agreement will begin on October 12, 2002 and expire on July 11, 2003; provided,
that if you accept employment with AOL Time Warner Inc ., the Cisneros Group of
Companies, or any of their respective subsidiaries or other affiliates prior to
July 18, 2003, then this Agreement
_____________
dt 265809
;
| Javier Aguirre
|
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| 2003 |
Business Cooperation Agreement
Business Cooperation Agreement (80K)
Doc #197756: Click preview link for longer preview.
BUSINESS COOPERATION AGREEMENT
This private instrument is signed by and between
(a) MCDONALD'S COMERCIO DE ALIMENTOS LTDA., a company with registered
office in the City of Barueri, State of Sao Paulo, at Alameda Amazonas,
No. 253, registered with CNPJ/MF under No. 42,591,651/0001-43, herein
represented, pursuant to its Articles of Incorporation, by its
President, Mr. Marcel Fleischmann, a Brazilian citizen, legally
separated, economist, bearer of Identification Card RG No.
6,557,358-4/SSP-SP, registered with CPF/MF under No. 942,171,908-59,
domiciled in the City of Barueri, State of Sao Paulo, at Alameda
Amazonas, No. 253, hereinafter referred to as "MCDONALD'S"; and, on the
other side,
(b) AOL BRASIL LTDA., a company with registered office in the City of Santo
Andre, State of Sao Paulo, at Avenida Industrial, No. 600, Centro
Empresarial ABC Plaza, 2nd floor, registered with CNPJ/MF under No.
03,032,579/0001-62, herein represented by its President, Mr. Carlos
Eduardo Dan Trostli, a Brazilian citizen, married, business
administrator, bearer of Identification Card RG No. 6,459,765 SSP-SP
and registered with CPF/MF under No. 054,776,748-06, domiciled in Sao
Paulo, the Capital City of the State of Sao Paulo, at Avenida Marginal
do Rio Pinheiros, No. 5,200, Edificio Philadelphia, 2nd floor,
hereinafter referred to as "AOL".
The parties above have agreed by themselves and their
successors, as follows:
I.- DEFINITIONS
1.1.- For the purposes hereof, the following definitions shall apply equally to
the singular and plural forms of defined terms, as the context may require:
PARENTAL CONTROL: a tool incorporated into the AOL SERVICE and made available by
AOL to MCDONALD'S, whereby MCDONALD'S may select and/or close off sites or any
content MCDONALD'S may deem objectionable and/or inappropriate for access
through the TERMINALS;
LAUNCHING DATE: a date as shall be designated by written notice from MCDONALD'S
to AOL for the official launching of the PROJECT, which date shall mandatorily
fall within sixty (60) days from the date of execution hereof;
ANNIVERSARY DATE(S) is/are the date(s) marking completion of each year of the
effective period of the agreement, as of the LAUNCHING DATE;
SPACES: predefined and limited-space areas in the RESTAURANTS, especially
designated for the PROJECT activities, as shall be timely advised by MCDONALD'S;
NET SURFER: general designation of a customer of MCDONALD'S who uses the
TERMINALS;
INTERNET: the World Wide Web;
PARTNERS: legal entities not engaged in competing business (in regard to their
respective activities under the PROJECT), which contribute funds, property
and/or services, pay suppliers and share expenses, and which assume the risks
<PAGE>
inherent in their respective participation in the PROJECT, all exclusively in
accordance with the terms hereof;
EFFECTIVE PERIOD is the period between the execution hereof and a term of five
(5) years as of the LAUNCHING DATE;
PERFORMANCE PERIOD is the period between the LAUNCHING DATE and the expiration
of the EFFECTIVE PERIOD;
MCINTERNET PORTAL: the PROJECT portal for access to the INTERNET, maintained and
operated by MCDONALD'S, or a MCDONALD'S designee, all at MCDONALD'S sole
discretion and subject to the terms of this agreement;
PROJECT: a project for digital inclusion proposed by MCDONALD'S, which
contemplates the installation of TERMINALS (as defined hereinbelow) through
which MCDONALD'S will provide its customers with several products and services,
educational and recreational content, access to the Internet, and others;
PROMOCODES: specific registration codes created by AOL, which will be furnished
to MCDONALD'S and assigned to ACQUIRED ACCOUNTS (as defined hereinbelow), in
connection with the PROJECT;
RESTAURANT: all points of sale in MCDONALD'S chain of fast-food restaurants,
except for MCDONALD'S kiosks, regardless of whether such points of sale are
operated by MCDONALD'S or any franchisee;
AOL SERVICE: any services and products provided, owned, operated, controlled,
distributed or authorized by or through AOL;
SLA - "SERVICE LEVEL AGREEMENT": instrument attached hereto in the form of
"ANNEX I", initialed by the parties and made an integral part of this agreement,
which provide for and regulate the services concerning the PROJECT; and
TERMINALS: computer terminals, microcomputers, notebooks, tablets PCs,
touch-screen terminals, hand-held PCs, and/or equivalent equipment installed in
the RESTAURANTS for the exclusive and specific purposes of the PROJECT, with a
minimum configuration as set forth in the SLA.
II.- PROJECT
2.1.- The object of this instrument is to establish the terms, covenants,
conditions and responsibilities of the parties, and to regulate their
participation in the implementation, maintenance and development of the PROJECT.
2.2.- The PROJECT will be implemented through the installation of TERMINALS in
the RESTAURANTS. The number of TERMINALS per RESTAURANT, as well as the SPACES,
will be timely designated by MCDONALD'S subject to the provisions of this
agreement.
2.3.- Notwithstanding Subsection 2.2 above, during the EFFECTIVE PERIOD set
forth hereunder MCDONALD'S will implement the PROJECT in at least six hundred
(600) RESTAURANTS, and will install a minimum number of three thousand and six
hundred (3,600) TERMINALS. The number of RESTAURANTS and the installation
schedule effective as of the LAUNCHING DATE are set forth in
197756
| | McDonald's Comercio de Alimentos Ltda.
|
Preview
Full Doc
| 2004 |
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
|
Preview
Full Doc
| 2000 |
Contribution Agreement
Contribution Agreement (22K)
Doc #198007: Click preview link for longer preview.
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (this "AGREEMENT") dated as of ___________,
2000, is by and between AMERICA ONLINE, INC., a Delaware corporation ("AOL"),
RIVERVIEW MEDIA CORP., a British Virgin Islands corporation ("ODC"), EDUARDO
HAUSER ("HAUSER"), CRISTINA PIERETTI ("PIERETTI"), STEVEN BANDEL ("BANDEL") and
AMERICA ONLINE LATIN AMERICA, INC., a Delaware corporation (the "COMPANY").
R E C I T A L S
---------------
A. AOL is the owner of (i) all of the outstanding capital stock of AOL
Latin America Holdings, Inc., a Delaware corporation ("HOLDINGS"), which in turn
owns 50% of the limited liability company interests in AOL Latin America, S.L.
(f/k/a Tesjuates, S.L.), a limited liability company organized under the laws of
the Kingdom of Spain ("AOL LATIN AMERICA") and (ii) 50% of the limited liability
company interests in AOL Latin America Management LLC, a Delaware limited
liability company ("MANAGEMENT") (collectively, the "AOL CONTRIBUTED
INTERESTS").
B. Hauser is the owner of 1% of the outstanding capital stock of Federal
Communications Corp., a corporation organized under the laws of the Oriental
Republic of Uruguay ("FEDCOMM"), which in turn owns 50% of the limited liability
company interests in AOL Latin America (the "HAUSER CONTRIBUTED INTEREST").
Pieretti is the owner of 0.39% of the outstanding capital stock of FedComm (the
"PIERETTI CONTRIBUTED INTEREST"). Bandel is the owner of 0.57% of the
outstanding capital stock of FedComm (the "BANDEL CONTRIBUTED INTEREST" and,
collectively with the Hauser Contributed Interest and the Pieretti Contributed
Interest, the "INDIVIDUALS' CONTRIBUTED INTERESTS").
C. B. ODC (i) is the owner of 98.04% of the outstanding capital stock
of FedCom and (ii) has control of all of the equity interests in Latin American
Interactive Services, Inc., a Delaware corporation ("LAIS"), which in turn owns
50% of the limited liability company interests in Management (collectively, the
"ODC CONTRIBUTED INTERESTS," and together with the AOL Contributed Interests and
the Individuals' Contributed Interests, the "CONTRIBUTED INTERESTS").
D. AOL and ODC have formed the Company to act as a holding company that
indirectly will hold the outstanding equity interests of AOL Latin America and,
indirectly, the equity interests of the Operating Entities that will be formed
to conduct the Business in the Territory, and has filed a Registration Statement
on Form S-1, Registration No. 333-95051, with the United States Securities and
Exchange Commission (the "SEC") relative to shares of Class A Common Stock, par
value $0.01 per share (the "CLASS A COMMON STOCK"), of the Company and offering
such Class A Common Stock to the public upon the effectiveness of the
Registration Statement (the "IPO").
198007
|
AOL Latin
As referenced in this Contribution Agreement:
america online latin america, – British Virgin Islands corporation ("ODC"), EDUARDO
HAUSER ("HAUSER"), CRISTINA PIERETTI ("PIERETTI"), STEVEN BANDEL ("BANDEL") and
AMERICA ONLINE LATIN AMERICA, INC., a Delaware corporation (the "COMPANY").
R E C I T A L S
---------------
america online latin america, – 9323, USA
Attn: President, AOL International
Fax No.: (703) 265-2502
If to the Company: America Online Latin America, Inc.
6600 N. Andrews Avenue, Suite 500
Fort Lauderdale, FL 33309, USA
Attn: President
america online latin america, – Eduardo Hauser
___________________________
Steven Bandel
___________________________
Cristina Pieretti
RIVERVIEW MEDIA CORP.
By: _______________________
Name:
Title:
AMERICA ONLINE LATIN AMERICA, INC.
By: _______________________
Name:
Title:
10
dt 3160
;
America Online
As referenced in this Contribution Agreement:
AMERICA ONLINE, – AGREEMENT
This CONTRIBUTION AGREEMENT (this "AGREEMENT") dated as of ___________,
2000, is by and between AMERICA ONLINE, INC., a Delaware corporation ("AOL"),
RIVERVIEW MEDIA CORP., a British Virgin Islands corporation ("ODC"),
"AOL – dated as of ___________,
2000, is by and between AMERICA ONLINE, INC., a Delaware corporation ("AOL "),
RIVERVIEW MEDIA CORP., a British Virgin Islands corporation ("ODC"), EDUARDO
HAUSER ("HAUSER"), CRISTINA PIERETTI ("
AMERICA ONLINE – British Virgin Islands corporation ("ODC"), EDUARDO
HAUSER ("HAUSER"), CRISTINA PIERETTI ("PIERETTI"), STEVEN BANDEL ("BANDEL") and
AMERICA ONLINE LATIN AMERICA, INC., a Delaware corporation (the "COMPANY").
R E C I T A L
AOL – INC., a Delaware corporation (the "COMPANY").
R E C I T A L S
---------------
A. AOL is the owner of (i) all of the outstanding capital stock of AOL
Latin
AOL – S
---------------
A. AOL is the owner of (i) all of the outstanding capital stock of AOL
Latin America Holdings, Inc., a Delaware corporation ("HOLDINGS"), which in turn
owns 50% of
dt 52430
;
Mintz Levin
As referenced in this Contribution Agreement:
Mintz, Levin – Lauderdale, FL 33309, USA
Attn: President
Fax No.: (954) 772-7089
with a copy to: Mintz, Levin , Cohn, Ferris,
Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111, USA
dt 35958
;
| Riverview Media Corp.;
Eduardo Hauser;
More... |
Preview
Full Doc
| 2000 |
Contribution Agreement
Contribution Agreement (22K)
Doc #198023: Click preview link for longer preview.
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (this "AGREEMENT") dated as of ___________,
2000, is by and between AMERICA ONLINE, INC., a Delaware corporation ("AOL"),
RIVERVIEW MEDIA CORP., a British Virgin Islands corporation ("ODC"), EDUARDO
HAUSER ("HAUSER"), CRISTINA PIERETTI ("PIERETTI"), STEVEN BANDEL ("BANDEL") and
AMERICA ONLINE LATIN AMERICA, INC., a Delaware corporation (the "COMPANY").
R E C I T A L S
---------------
A. AOL is the owner of (i) all of the outstanding capital stock of AOL
Latin America Holdings, Inc., a Delaware corporation ("HOLDINGS"), which in turn
owns 50% of the limited liability company interests in AOL Latin America, S.L.
(f/k/a Tesjuates, S.L.), a limited liability company organized under the laws of
the Kingdom of Spain ("AOL LATIN AMERICA") and (ii) 50% of the limited liability
company interests in AOL Latin America Management LLC, a Delaware limited
liability company ("MANAGEMENT") (collectively, the "AOL CONTRIBUTED
INTERESTS").
B. Hauser is the owner of 1% of the outstanding capital stock of Federal
Communications Corp., a corporation organized under the laws of the Oriental
Republic of Uruguay ("FEDCOMM"), which in turn owns 50% of the limited liability
company interests in AOL Latin America (the "HAUSER CONTRIBUTED INTEREST").
Pieretti is the owner of 0.39% of the outstanding capital stock of FedComm (the
"PIERETTI CONTRIBUTED INTEREST"). Bandel is the owner of 0.57% of the
outstanding capital stock of FedComm (the "BANDEL CONTRIBUTED INTEREST" and,
collectively with the Hauser Contributed Interest and the Pieretti Contributed
Interest, the "INDIVIDUALS' CONTRIBUTED INTERESTS").
C. B. ODC (i) is the owner of 98.04% of the outstanding capital stock
of FedCom and (ii) has control of all of the equity interests in Latin American
Interactive Services, Inc., a Delaware corporation ("LAIS"), which in turn owns
50% of the limited liability company interests in Management (collectively, the
"ODC CONTRIBUTED INTERESTS," and together with the AOL Contributed Interests and
the Individuals' Contributed Interests, the "CONTRIBUTED INTERESTS").
D. AOL and ODC have formed the Company to act as a holding company that
indirectly will hold the outstanding equity interests of AOL Latin America and,
indirectly, the equity interests of the Operating Entities that will be formed
to conduct the Business in the Territory, and has filed a Registration Statement
on Form S-1, Registration No. 333-95051, with the United States Securities and
Exchange Commission (the "SEC") relative to shares of Class A Common Stock, par
value $0.01 per share (the "CLASS A COMMON STOCK"), of the Company and offering
such Class A Common Stock to the public upon the effectiveness of the
Registration Statement (the "IPO").
198023
|
AOL Latin
As referenced in this Contribution Agreement:
america online latin america, – British Virgin Islands corporation ("ODC"), EDUARDO
HAUSER ("HAUSER"), CRISTINA PIERETTI ("PIERETTI"), STEVEN BANDEL ("BANDEL") and
AMERICA ONLINE LATIN AMERICA, INC., a Delaware corporation (the "COMPANY").
R E C I T A L S
---------------
america online latin america, – 9323, USA
Attn: President, AOL International
Fax No.: (703) 265-2502
If to the Company: America Online Latin America, Inc.
6600 N. Andrews Avenue, Suite 500
Fort Lauderdale, FL 33309, USA
Attn: President
america online latin america, – Eduardo Hauser
___________________________
Steven Bandel
___________________________
Cristina Pieretti
RIVERVIEW MEDIA CORP.
By: _______________________
Name:
Title:
AMERICA ONLINE LATIN AMERICA, INC.
By: _______________________
Name:
Title:
10
dt 3171
;
America Online
As referenced in this Contribution Agreement:
AMERICA ONLINE, – AGREEMENT
This CONTRIBUTION AGREEMENT (this "AGREEMENT") dated as of ___________,
2000, is by and between AMERICA ONLINE, INC., a Delaware corporation ("AOL"),
RIVERVIEW MEDIA CORP., a British Virgin Islands corporation ("ODC"),
"AOL – dated as of ___________,
2000, is by and between AMERICA ONLINE, INC., a Delaware corporation ("AOL "),
RIVERVIEW MEDIA CORP., a British Virgin Islands corporation ("ODC"), EDUARDO
HAUSER ("HAUSER"), CRISTINA PIERETTI ("
AMERICA ONLINE – British Virgin Islands corporation ("ODC"), EDUARDO
HAUSER ("HAUSER"), CRISTINA PIERETTI ("PIERETTI"), STEVEN BANDEL ("BANDEL") and
AMERICA ONLINE LATIN AMERICA, INC., a Delaware corporation (the "COMPANY").
R E C I T A L
AOL – INC., a Delaware corporation (the "COMPANY").
R E C I T A L S
---------------
A. AOL is the owner of (i) all of the outstanding capital stock of AOL
Latin
AOL – S
---------------
A. AOL is the owner of (i) all of the outstanding capital stock of AOL
Latin America Holdings, Inc., a Delaware corporation ("HOLDINGS"), which in turn
owns 50% of
dt 52442
;
Mintz Levin
As referenced in this Contribution Agreement:
Mintz, Levin – Lauderdale, FL 33309, USA
Attn: President
Fax No.: (954) 772-7089
with a copy to: Mintz, Levin , Cohn, Ferris,
Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111, USA
dt 35961
;
| Riverview Media Corp.;
Eduardo Hauser;
More... |
Preview
Full Doc
| 2000 |
Contribution Agreement
Contribution Agreement (13K)
Doc #198025: Click preview link for longer preview.
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (this "AGREEMENT") dated as of July 3, 2000,
is by and among AMERICA ONLINE, INC., a Delaware corporation ("AOL"), RIVERVIEW
MEDIA CORP., a British Virgin Islands corporation ("ODC"), AMERICA ONLINE LATIN
AMERICA, S.L., a limited liability company organized under the laws of the
Kingdom of Spain (the "COMPANY"), and AMERICA ONLINE LATIN AMERICA, INC., a
Delaware corporation ("AOLA").
R E C I T A L S
---------------
A. AOL is the owner of all of the outstanding capital stock of AOL Latin
America Holdings, Inc., a Delaware corporation, which in turn owns 50% of the
limited liability company interests in the Company.
B. ODC is the owner of 98.04% of the outstanding capital stock of
Federal Communications Corp., a corporation organized under the laws of the
Oriental Republic of Uruguay, which in turn owns 50% of the limited liability
company interests in the Company.
C. AOL and ODC have formed AOLA to act as a holding company that will
hold the outstanding equity interests of the Company and, indirectly, the equity
interests of the operating entities to conduct the business currently being
conducted by the Company and its subsidiaries, and have filed a Registration
Statement on Form S-1 with the United States Securities and Exchange Commission
relative to shares of Class A Common Stock, par value $0.01 per share, of AOLA
in connection with the contemplated offering of such Class A Common Stock to the
public upon the effectiveness of the Registration Statement.
D. AOL and ODC have each agreed to contribute additional capital to the
Company and AOLA as set forth herein.
NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual
covenants, agreements and conditions set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AGREEMENT TO CONTRIBUTE.
-----------------------
(a) Each of AOL and ODC (each, a "Contributing Party") shall make an
additional contribution in cash on, or at such Contributing Party's election,
before
198025
|
AOL Latin
As referenced in this Contribution Agreement:
america online latin
america, – ONLINE, INC., a Delaware corporation ("AOL"), RIVERVIEW
MEDIA CORP., a British Virgin Islands corporation ("ODC"), AMERICA ONLINE LATIN
AMERICA, S.L., a limited liability company organized under the laws of the
Kingdom of
america online latin america, – limited liability company organized under the laws of the
Kingdom of Spain (the "COMPANY"), and AMERICA ONLINE LATIN AMERICA, INC., a
Delaware corporation ("AOLA").
R E C I T A L S
---------------
A.
america online latin america, – 9323, USA
Attn: President, AOL International
Fax No.: (703) 265-2502
If to the Company: America Online Latin America, S.L.
6600 N. Andrews Avenue, Suite 500
Fort Lauderdale, FL 33309, USA
Attn:
america online latin america, – 02111, USA
Attn: Peter S. Lawrence, Esquire
Fax No.: (617) 542-2241
If to AOLA: America Online Latin America, Inc.
6600 N. Andrews Avenue, Suite 500
Fort Lauderdale, FL 33309, USA
Attn: President
america online latin america, – Senior Vice President, Treasury
RIVERVIEW MEDIA CORP.
By: /s/ Christina Pieretti
-----------------------------------
Name: Christina Pieretti
Title:
AMERICA ONLINE LATIN AMERICA, S.L.
By: /s/ Charles Herington
-----------------------------------
Name: Charles Herington
Title: President
AMERICA ONLINE LATIN
dt 3173
;
America Online
As referenced in this Contribution Agreement:
AMERICA ONLINE, – This CONTRIBUTION AGREEMENT (this "AGREEMENT") dated as of July 3, 2000,
is by and among AMERICA ONLINE, INC., a Delaware corporation ("AOL"), RIVERVIEW
MEDIA CORP., a British Virgin Islands corporation ("ODC"),
"AOL – as of July 3, 2000,
is by and among AMERICA ONLINE, INC., a Delaware corporation ("AOL "), RIVERVIEW
MEDIA CORP., a British Virgin Islands corporation ("ODC"), AMERICA ONLINE LATIN
AMERICA, S.
AMERICA ONLINE – ONLINE, INC., a Delaware corporation ("AOL"), RIVERVIEW
MEDIA CORP., a British Virgin Islands corporation ("ODC"), AMERICA ONLINE LATIN
AMERICA, S.L., a limited liability company organized under the laws of the
Kingdom
AMERICA ONLINE – limited liability company organized under the laws of the
Kingdom of Spain (the "COMPANY"), and AMERICA ONLINE LATIN AMERICA, INC., a
Delaware corporation ("AOLA").
R E C I T A L S
---------------
"AOL – the
Kingdom of Spain (the "COMPANY"), and AMERICA ONLINE LATIN AMERICA, INC., a
Delaware corporation ("AOL A").
R E C I T A L S
---------------
A. AOL is the owner of
dt 52444
;
|
Mintz Levin
As referenced in this Contribution Agreement:
Mintz, Levin – Lauderdale, FL 33309, USA
Attn: President
Fax No.: (954) 772-7089
with a copy to: Mintz, Levin , Cohn, Ferris,
Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111, USA
Mintz, Levin – Lauderdale, FL 33309, USA
Attn: President
Fax No.: (954) 772-7089
with a copy to: Mintz, Levin , Cohn, Ferris,
Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111, USA
dt 35962
;
Riverview Media Corp.
|
Preview
Full Doc
| 2006 |
Contribution Agreement
Contribution Agreement (56K)
Doc #1001046: Click preview link for longer preview.
CONTRIBUTION AGREEMENT
Contribution Agreement
Exhibit 10.21
CONTRIBUTION AGREEMENT
AMONG TIME WARNER INC. GOOGLE INC. and AMERICA ONLINE, INC.
TABLE OF CONTENTS
Page
ARTICLE I Pre-Closing Actions
SECTION 1.01.
Formation of NewCo
1
SECTION 1.02.
Contribution of AOL to NewCo
1
SECTION 1.03.
Conversion of AOL
1
SECTION 1.04.
Formation of HoldCo
1
SECTION 1.05.
. . .
1001046
|
AOL Latin
As referenced in this Contribution Agreement:
America Online Latin America, Inc – d), and the definitions of “International Debt” and “Net International Debt”, (i) AOL Europe Sarl and its subsidiaries shall be deemed subsidiaries of AOL and
(ii) America Online Latin America, Inc . and its subsidiaries, Africana.com, Inc. and any entity listed on Schedule B shall be deemed not to be a subsidiary of AOL. (f) By way of illustration, if
_____________
America Online Latin America, Inc – as practicable following the date hereof. ARTICLE VII Additional Covenants SECTION 7.01.
Contribution of AOLA Assets. As soon as practicable following the Closing and following the effective date of America Online Latin America, Inc .’s Joint Plan of Reorganization of and Liquidation pursuant to Chapter 11 of the United
States Bankruptcy Code (the “Plan”), Time Warner shall contribute, or cause
_____________
dt 1373390
;
America Online
As referenced in this Contribution Agreement:
AMERICA ONLINE, INC –
Contribution Agreement
Exhibit 10.21 CONTRIBUTION AGREEMENT
AMONG TIME WARNER INC. GOOGLE INC. and AMERICA ONLINE, INC .
TABLE OF CONTENTS
Page
ARTICLE I Pre-Closing Actions
SECTION 1.01.
Formation of NewCo
1
SECTION 1.02.
Contribution of AOL to NewCo
1
SECTION 1.03.
Conversion
_____________
AMERICA ONLINE, INC – Agreement”), dated as of March [ ], 2006, is entered into among TIME WARNER INC., a Delaware corporation (“Time Warner”), GOOGLE INC., a Delaware corporation (“Google”), and
AMERICA ONLINE, INC ., a Delaware corporation (“AOL”). WHEREAS the parties hereto have entered into a letter agreement
(and attached term sheets) (the “Letter Agreement”), dated as of December
_____________
AMERICA ONLINE, INC – Agreement.
18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.
TIME WARNER INC.
by
Name:
Title:
GOOGLE INC.
by
Name:
Title:
AMERICA ONLINE, INC .
by
Name:
Title:
19
SCHEDULE A Initial Members and Membership Interests
Initial Member
Membership Interests
Time Warner
2.5
NewCo
92.5
Google
5
20
EXHIBIT A [Form of
_____________
dt 1439663
;
Google
As referenced in this Contribution Agreement:
GOOGLE INC –
Contribution Agreement
Exhibit 10.21 CONTRIBUTION AGREEMENT
AMONG TIME WARNER INC. GOOGLE INC . and AMERICA ONLINE, INC.
TABLE OF CONTENTS
Page
ARTICLE I Pre-Closing Actions
SECTION 1.01.
Formation of NewCo
1
SECTION 1.02.
Contribution of AOL to NewCo
1
_____________
GOOGLE INC – This Contribution Agreement and Plan of Reorganization (this
“Agreement”), dated as of March [ ], 2006, is entered into among TIME WARNER INC., a Delaware corporation (“Time Warner”), GOOGLE INC ., a Delaware corporation (“Google”), and
AMERICA ONLINE, INC., a Delaware corporation (“AOL”). WHEREAS the parties hereto have entered into a letter agreement
(and attached term
_____________
Google Inc – Time Warner Center New York, NY 10019 Attention: General Counsel SVP Mergers and Acquisitions Fax: (212) 484-7167 (b) if given to Google, to the following address (and fax number): Google Inc . 1600 Amphitheater Parkway Mountain View, CA 94043 Attention: David C. Drummond Senior Vice President,
Corporate Development Fax: (650) 963-3257 with a copy to (which shall not constitute notice):
_____________
GOOGLE INC – of the provisions of this Agreement.
18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.
TIME WARNER INC.
by
Name:
Title:
GOOGLE INC .
by
Name:
Title:
AMERICA ONLINE, INC.
by
Name:
Title:
19
SCHEDULE A Initial Members and Membership Interests
Initial Member
Membership Interests
Time Warner
2.5
NewCo
92.5
Google
_____________
dt 1524801
;
|
Time Warner
As referenced in this Contribution Agreement:
TIME WARNER INC –
Contribution Agreement
Exhibit 10.21 CONTRIBUTION AGREEMENT
AMONG TIME WARNER INC . GOOGLE INC. and AMERICA ONLINE, INC.
TABLE OF CONTENTS
Page
ARTICLE I Pre-Closing Actions
SECTION 1.01.
Formation of NewCo
1
SECTION 1.02.
Contribution of AOL to
_____________
TIME WARNER INC – Exhibit F
Form of Time Warner Registration Rights Agreement
iv
This Contribution Agreement and Plan of Reorganization (this
“Agreement”), dated as of March [ ], 2006, is entered into among TIME WARNER INC ., a Delaware corporation (“Time Warner”), GOOGLE INC., a Delaware corporation (“Google”), and
AMERICA ONLINE, INC., a Delaware corporation (“AOL”). WHEREAS the parties hereto
_____________
Time Warner Inc – by the party giving such notice, and shall be delivered as follows:
16
(a) if given to Time Warner, AOL, NewCo or HoldCo, to the following address (and fax number):
Time Warner Inc . One Time Warner Center New York, NY 10019 Attention: General Counsel SVP Mergers and Acquisitions Fax: (212) 484-7167 (b) if given to Google, to the following address (and
_____________
TIME WARNER INC – virtue of the authorship of any of the provisions of this Agreement.
18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.
TIME WARNER INC .
by
Name:
Title:
GOOGLE INC.
by
Name:
Title:
AMERICA ONLINE, INC.
by
Name:
Title:
19
SCHEDULE A Initial Members and Membership Interests
Initial Member
Membership Interests
Time Warner
2.
_____________
dt 1515027
;
 Cravath
As referenced in this Contribution Agreement:
Cravath, Swaine – SECTION 2.03. Time and Place of Closing. The closing (the “Closing”) of the
transactions set forth in Section 2.02 shall take place at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019 15 business days after the date hereof provided that the conditions set forth in
Article VIII have been
_____________
dt 1346090
|
Preview
Full Doc
| 2002 |
By-Laws [Amended and Restated]
By-Laws [Amended and Restated] (71K)
Doc #197835: Click preview link for longer preview.
AMENDED AND RESTATED
BY-LAWS
OF
AMERICA ONLINE LATIN AMERICA, INC.
ARTICLE I
OFFICES
SECTION 1.1 Delaware Office. The office of America Online Latin America, Inc.
(the "Corporation") within the State of Delaware shall be in the City of Dover,
County of Kent.
SECTION 1.2 Other Offices. The Corporation may also have an office or offices
and keep the books and records of the Corporation, except as otherwise may be
required by law, in such other place or places, either within or without the
State of Delaware, as the Board of Directors of the Corporation (the "Board")
may from time to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.1 Place of Meetings. All meetings of holders of shares of capital
stock of the Corporation shall be held at the office of the Corporation in the
State of Delaware or at such other place, within or without the State of
Delaware, as may from time to time be fixed by the Board or specified or fixed
in the respective notices or waivers of notice thereof.
SECTION 2.2 Annual Meetings. An annual meeting of stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting (an "Annual Meeting") shall be
held at such place, on such date, and at such time as the Board shall each year
fix, which date shall be within thirteen (13) months of the last annual meeting
of stockholders or, if no such meeting has been held, the date of incorporation.
SECTION 2.3 Special Meetings. Except as required by law and subject to the
rights of holders of any series of Preferred Stock (as defined below), special
meetings of stockholders may be called at any time only by either Co- Chairman
of the Board, a member of the Special Committee (as defined below) or by the
Board pursuant to a resolution approved by a majority of the directors then in
office. Any such call must specify the matter or matters to be acted upon at
such meeting and only such matter or matters shall be acted upon thereat.
SECTION 2.4 Notice of Meetings. Except as otherwise may be required by law,
notice of each meeting of stockholders, whether an Annual Meeting or a special
meeting, shall state the purpose or purposes of the meeting, the place, if any,
date and hour of the meeting and, unless it is an Annual Meeting, shall indicate
that the notice is being issued by or at the direction of the person or persons
calling the meeting, and a copy thereof shall be delivered or sent by mail, not
less than ten (10) or more than sixty (60) days before the date of said meeting,
to each stockholder entitled to vote at such meeting. If mailed, such notice
shall be directed to such stockholder at such stockholder's address as it
appears on the stock records of the Corporation, unless the stockholder shall
have filed with the Secretary of the Corporation a written request that notices
to such stockholder be mailed to some other address, in which case it shall be
directed to such stockholder at such other address. Notice of an adjourned
meeting need not be given if the time and place, if any, to which the meeting is
to be adjourned was announced at the meeting at which the adjournment was taken,
unless (i) the adjournment
is for more than thirty (30) days, or (ii) the Board shall fix a new record date
for such adjourned meeting after the adjournment.
SECTION 2.5 Quorum. At each meeting of stockholders of the Corporation, the
holders of shares having a majority of the voting power of the capital stock of
the Corporation issued and outstanding and entitled to vote thereat shall be
present or represented by proxy to constitute a quorum for the transaction of
business, except as otherwise provided by law. Where a separate vote by a class
or classes or series is required, a majority of the shares of such class or
classes or series in person or represented by proxy shall constitute a quorum
entitled to take action with respect to that vote on that matter.
SECTION 2.6 Adjournments. In the absence of a quorum at any meeting of
stockholders or any adjournment or adjournments thereof, either Co-Chairman of
the Board or holders of shares having a majority of the voting power of the
capital stock present or represented by proxy at the meeting may adjourn the
meeting from time to time until a quorum shall be present or represented by
proxy. At any such adjourned meeting at which a quorum shall be present or
represented by proxy, any business may be transacted which might have been
transacted at the meeting as originally called if a quorum had been present or
represented by proxy thereat.
SECTION 2.7 Order of Business.
(a) (i) Nominations of persons for election to the Board as Class A
Directors and the proposal of other business to be transacted by the
stockholders may be made at an annual meeting of stockholders (A)
pursuant to the Corporation's notice with respect to such meeting,
(B) by or at the direction of the Board or (C) by any stockholder of
record of the Corporation who was a stockholder of record at the
time of the giving of the notice provided for in the following
paragraph, who is entitled to vote at the meeting and who has
complied with the notice procedures set forth in this section.
(ii) For nominations of Class A Directors or other business to be
properly brought before an annual meeting by a stockholder pursuant
to clause (C) of the foregoing paragraph (b)(i), (1) the stockholder
must have given timely notice thereof in writing to the Secretary of
the Corporation, (2) such business must be a proper matter for
stockholder action under the General Corporation Law of the State of
Delaware (the "GCL"), (3) if the stockholder, or the beneficial
owner on whose behalf any such proposal or nomination is made, has
provided the Corporation with a Solicitation Notice, as that term is
defined in subclause (c)(iii) of this paragraph, such stockholder or
beneficial owner must, in the case of a proposal, have delivered a
proxy statement and form of proxy to holders of at least the
percentage of the Corporation's voting shares required under
applicable law to carry any such proposal, or, in the case of a
nomination or nominations, have delivered a proxy statement and form
of proxy to holders of a percentage of the Corporation's voting
shares reasonably believed by such stockholder or beneficial holder
to be sufficient to elect the nominee or nominees proposed to be
nominated by such stockholder, and must, in either case, have
included in such materials the Solicitation Notice and (4) if no
Solicitation Notice relating thereto has been timely provided
pursuant to this section, the stockholder or beneficial owner
proposing such business or nomination must not have solicited a
number of proxies sufficient to have required the delivery of such a
Solicitation
Notice under this section. To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal executive
offices of the Corporation not less than 45 or more than 75 days
prior to the first anniversary (the "Anniversary") of the date on
which the Corporation first mailed its proxy materials for the
preceding year's annual meeting of stockholders; provided, however,
that if no such materials were mailed, or if the date of the annual
meeting is advanced more than 30 days prior to or delayed by more
than 30 days after the anniversary of the preceding year's annual
meeting, notice by the stockholder to be timely must be so delivered
not later than the
197835
|
AOL Latin
As referenced in this By-Laws [Amended and Restated]:
america online latin america, – EXHIBIT 3.2
Adopted as of July 31, 2002
AMENDED AND RESTATED
BY-LAWS
OF
AMERICA ONLINE LATIN AMERICA, INC.
ARTICLE I
OFFICES
SECTION 1.1 Delaware Office. The office of America Online
america online latin america, – ONLINE LATIN AMERICA, INC.
ARTICLE I
OFFICES
SECTION 1.1 Delaware Office. The office of America Online Latin America, Inc.
(the "Corporation") within the State of Delaware shall be in the City of
dt 3068
| |
Preview
Full Doc
| 2000 |
By-Laws
By-Laws (69K)
Doc #198018: Click preview link for longer preview.
BY-LAWS
OF
AMERICA ONLINE LATIN AMERICA, INC.
ARTICLE I
OFFICES
SECTION 1.1 Delaware Office. The office of America Online Latin America,
Inc. (the "Corporation") within the State of Delaware shall be in the City of
Dover, County of Kent.
SECTION 1.2 Other Offices. The Corporation may also have an office or
offices and keep the books and records of the Corporation, except as otherwise
may be required by law, in such other place or places, either within or without
the State of Delaware, as the Board of Directors of the Corporation (the
"Board") may from time to time determine or the business of the Corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.1 Place of Meetings. All meetings of holders of shares of
capital stock of the Corporation shall be held at the office of the Corporation
in the State of Delaware or at such other place, within or without the State of
Delaware, as may from time to time be fixed by the Board or specified or fixed
in the respective notices or waivers of notice thereof.
SECTION 2.2 Annual Meetings. An annual meeting of stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting (an "Annual Meeting") shall be
held at such place, on such date, and at such time as the Board shall each year
fix, which date shall be within thirteen (13) months of the last annual meeting
of stockholders or, if no such meeting has been held, the date of incorporation.
SECTION 2.3 Special Meetings. Except as required by law and subject to
the rights of holders of any series of Preferred Stock (as defined below),
special meetings of stockholders may be called at any time only by either Co-
Chairman of the Board, a member of the Special Committee (as defined below) or
by the Board pursuant to a resolution approved by a majority of the directors
then in office. Any such call must specify the matter or matters to be acted
upon at such meeting and only such matter or matters shall be acted upon
thereat.
SECTION 2.4 Notice of Meetings. Except as otherwise may be required by
law, notice of each meeting of stockholders, whether an Annual Meeting or a
special meeting, shall state the purpose or purposes of the meeting, the place,
if any, date and hour of the meeting and, unless it is an Annual Meeting, shall
indicate that the notice is being issued by or at the direction of the person or
persons calling the meeting, and a copy thereof shall be delivered or sent by
mail, not less than ten (10) or more than sixty (60) days before the date of
said meeting, to each stockholder entitled to vote at such meeting. If mailed,
such notice shall be directed to such stockholder at such stockholder's address
as it appears on the stock records of the Corporation, unless the stockholder
shall have filed with the Secretary of the
1
Corporation a written request that notices to such stockholder be mailed to some
other address, in which case it shall be directed to such stockholder at such
other address. Notice of an adjourned meeting need not be given if the time and
place, if any, to which the meeting is to be adjourned was announced at the
meeting at which the adjournment was taken, unless (i) the adjournment is for
more than thirty (30) days, or (ii) the Board shall fix a new record date for
such adjourned meeting after the adjournment.
SECTION 2.5 Quorum. At each meeting of stockholders of the Corporation,
the holders of shares having a majority of the voting power of the capital stock
of the Corporation issued and outstanding and entitled to vote thereat shall be
present or represented by proxy to constitute a quorum for the transaction of
business, except as otherwise provided by law. Where a separate vote by a class
or classes or series is required, a majority of the shares of such class or
classes or series in person or represented by proxy shall constitute a quorum
entitled to take action with respect to that vote on that matter.
SECTION 2.6 Adjournments. In the absence of a quorum at any meeting of
stockholders or any adjournment or adjournments thereof, either Co-Chairman of
the Board or holders of shares having a majority of the voting power of the
capital stock present or represented by proxy at the meeting may adjourn the
meeting from time to time until a quorum shall be present or represented by
proxy. At any such adjourned meeting at which a quorum shall be present or
represented by proxy, any business may be transacted which might have been
transacted at the meeting as originally called if a quorum had been present or
represented by proxy thereat.
SECTION 2.7 Order of Business.
-----------------
(a)(i) Nominations of persons for election to the Board as Class A
Directors and the proposal of other business to be transacted by the
stockholders may be made at an annual meeting of stockholders (A) pursuant
to the Corporation's notice with respect to such meeting, (B) by or at the
direction of the Board or (C) by any stockholder of record of the
Corporation who was a stockholder of record at the time of the giving of
the notice provided for in the following paragraph, who is entitled to vote
at the meeting and who has complied with the notice procedures set forth in
this section.
(ii) For nominations of Class A Directors or other business to
be properly brought before an annual meeting by a stockholder pursuant to
clause (C) of the foregoing paragraph (b)(i), (1) the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation,
(2) such business must be a proper matter for stockholder action under the
General Corporation Law of the State of Delaware (the "GCL"), (3) if the
stockholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, has provided the Corporation with a Solicitation
Notice, as that term is defined in subclause (c)(iii) of this paragraph,
such stockholder or beneficial owner must, in the case of a proposal, have
delivered a proxy statement and form of proxy to holders of at least the
percentage of the Corporation's voting shares required under applicable law
to carry any such proposal, or, in the case of a nomination or nominations,
have delivered a proxy statement and form of proxy to holders of a
percentage of the Corporation's voting shares reasonably believed by such
stockholder or beneficial holder to be sufficient to elect the nominee or
nominees proposed to be nominated by such stockholder, and must, in either
case, have included in such materials the Solicitation Notice and (4) if no
Solicitation Notice relating thereto has been timely provided pursuant to
this section, the stockholder or beneficial owner proposing such business
or nomination must not have solicited a number of proxies sufficient to
have required the delivery of such a Solicitation
198018
|
AOL Latin
As referenced in this By-Laws:
america online latin america, – LAWS
EXHIBIT 3.2
Adopted as of July 31, 2000
BY-LAWS
OF
AMERICA ONLINE LATIN AMERICA, INC.
ARTICLE I
OFFICES
SECTION 1.1 Delaware Office. The office of America Online
america online latin america, – ONLINE LATIN AMERICA, INC.
ARTICLE I
OFFICES
SECTION 1.1 Delaware Office. The office of America Online Latin America,
Inc. (the "Corporation") within the State of Delaware shall be in the City of
dt 3166
| |
Preview
Full Doc
| 2004 |
Certificate of Incorporation [Restated No. 4] [Certificate of Amendment]
Certificate of Incorporation [Restated No. 4] [Certificate of Amendment] (3K)
Doc #197679: Click preview link for longer preview.
CERTIFICATE OF AMENDMENT OF
FOURTH RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the Corporation) is America Online Latin America, Inc.
2. The Board of Directors of the Corporation at a meeting duly held, adopted a resolution proposing and declaring advisable the amendment (the Amendment) to the Fourth Restated Certificate of Incorporation of the Corporation as indicated below.
3. The stockholders of the Corporation entitled to vote on the Amendment approved the Amendment by unanimous written consent.
4. The Fourth Restated Certificate of Incorporation of the Corporation filed on August 6, 2002, as amended, is hereby further amended by:
(A) striking out Clause (a) of Article THIRD thereof and by substituting in lieu of said Clause (a) of said Article the following new Clause:
197679
|
AOL Latin
As referenced in this Certificate of Incorporation [Restated No. 4] [Certificate of Amendment]:
america online latin america, – Exhibit 3.1(c)
CERTIFICATE OF AMENDMENT OF
FOURTH RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC.
It is hereby certified that:
1. The
america online latin america, – nbsp; 1. The name of the corporation (hereinafter called the Corporation) is America Online Latin America, Inc.
2. The Board of Directors of the
dt 2969
| |
Preview
Full Doc
| 2002 |
Certificate of Incorporation [Restated]
Certificate of Incorporation [Restated] (176K)
Doc #197887: Click preview link for longer preview.
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC.
Pursuant to Sections 242 and 245
of the Corporation Law of the
State of Delaware
--------------------
(Originally incorporated under the same name on November 22, 1999)
FIRST: The name of the corporation is America Online Latin America,
Inc. (the "Corporation").
SECOND: The initial registered office of the Corporation is to be
located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New
Castle; and the name of the initial registered agent of the Corporation in the
State of Delaware is The Prentice-Hall Corporation System, Inc.
THIRD: (a) PURPOSE. Subject to the provisions of Clause (d) of this
Article THIRD and Clause (b)(i)(B) of Article FOURTH, the purpose of the
Corporation is to engage in any lawful act or activity for which a corporation
may be organized under the General Corporation Law of the State of Delaware (the
"GCL"); provided, however, that until all outstanding shares of High Vote Stock
(as defined below) of the Corporation have been converted into shares of Class A
Common Stock (as defined below) in accordance with Clause (b)(iii) of Article
FOURTH of this Certificate of Incorporation or are otherwise no longer issued
and outstanding, the Corporation shall not, and shall not have the power to,
engage directly or indirectly, including without limitation through any
Subsidiary (as defined below) or Affiliate (as defined below), in any business
other than (i) providing Interactive Services (as defined below) in the
Territory (as defined below), and engaging in ancillary activities necessary or
desirable to conduct such businesses and (ii) providing Content, management and
related activities on the AOL online service or any other AOL-branded property,
including creating, maintaining and managing for AOL, English and
Spanish-language versions of a mini channel directed at the Hispanic audience in
the United States, and taking all actions necessary or desirable to carry out
and perform such activities and any other activities contemplated, either
explicitly or implicitly, thereby, including executing, delivering and
performing any agreements, documents and instruments entered into in connection
therewith.
(b) DEFINITIONS. As used herein, the following terms shall have the
following meanings:
"Action" shall mean any claim, action, suit, arbitration, mediation,
inquiry, proceeding or investigation by or before any Governmental Authority (or
arbitrator or mediator, as the case may be), whether at law or in equity.
"Additional Shares of Common Stock" shall have the meaning given in
Clause (c) of Article FOURTH.
"Advancement of Expenses" shall have the meaning given in Clause (e) of
this Article THIRD.
"Affiliate" of any Person shall mean any other Person that, directly or
indirectly, controls, is under common control with or is controlled by that
Person. For purposes of this definition, "control" (including, with its
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities
or by contract or otherwise.
1
"AOL" shall mean America Online, Inc., a Delaware corporation.
"AOL-branded" shall mean, with respect to any internet or online
service that such service includes the words "AOL" or "America Online" as an
integral part of the name of such internet or online service. For the avoidance
of doubt, a reference to an internet or online service being available on or
through "AOL" or "America Online" internet or online service shall not itself
make such service "AOL-branded", nor would the description of, for example,
Netscape, an AOL company. By way of illustration, the "AOL Latin America
regional internet portal service" and the "America Online Brasil online service"
are "AOL-branded" services, while "Netscape Online" is not an AOL-branded
service.
"Aspen" shall mean Aspen Investments LLC, a Delaware limited liability
company.
"Atlantis" shall mean Atlantis Investments LLC, a Delaware limited
liability company.
"Board" shall mean the Corporation's Board of Directors.
"Business Plan" shall mean, with respect to each country within the
Territory, an annual capital, revenue and expense plan, including pro forma
statements of income/loss, financial condition and cash flows, the projected
cash funding requirements of the applicable Operating Entity on a quarterly
basis, and such other information as the Board shall require from time to time,
together with a quarterly cash funding plan with dates of funding, plus
marketing, operational and other business strategies, reflecting the financial
objectives and requirements of the applicable Operating Entity.
"By-laws" shall mean the By-laws of the Corporation, as the same may be
amended or restated from time to time.
"Cisneros Family" shall mean Ricardo Cisneros, Gustavo Cisneros and/or
their lineal descendants, individually or collectively and/or any trusts for the
exclusive benefit of any one or more of such persons.
"Class A Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.
"Class A Director" shall have the meaning given in Clause (b) of
Article FOURTH.
"Class B Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.
"Class B Director" shall have the meaning given in Clause (b) of
Article FOURTH.
"Class B Securities" shall mean collectively the Series B Preferred
Stock and/or the Class B Common Stock, as the same may be outstanding from time
to time.
"Class B Triggering Event" shall have the meaning given in Clause (b)
of Article FOURTH.
"Class C Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.
"Class C Director" shall have the meaning given in Clause (b) of
Article FOURTH.
"Class C Securities" shall mean collectively the Series C Preferred
Stock and/or the Class C Common Stock, as the same may be outstanding from time
to time.
"Class C Triggering Event" shall have the meaning given in Clause (b)
of Article FOURTH.
197887
|
AOL Latin
As referenced in this Certificate of Incorporation [Restated]:
america online latin america, – DESCRIPTION>RESTATED CERTIFICATION OF INCORPORATION
EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC.
Pursuant to Sections 242 and 245
of the Corporation Law of the
State
america online latin america, – under the same name on November 22, 1999)
FIRST: The name of the corporation is America Online Latin America,
Inc. (the "Corporation").
SECOND: The initial registered office of the Corporation is to be
america online latin america, – of the GCL shall not be
applicable to the Corporation.
37
IN WITNESS WHEREOF, America Online Latin America, Inc. has
caused its corporate seal to be affixed hereto and this Restated Certificate
america online latin america, – GCL, to be signed by its Secretary as of the 14th day of
February, 2002.
AMERICA ONLINE LATIN AMERICA, INC.
By: /s/ DAVID A. BRUSCINO
---------------------------------
Name: David A. Bruscino
Title: Secretary
[SEAL]
38
dt 3080
;
|
America Online
As referenced in this Certificate of Incorporation [Restated]:
AMERICA ONLINE – g75171ex3-1.txt
RESTATED CERTIFICATION OF INCORPORATION
EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC.
Pursuant to Sections 242 and 245
of the Corporation Law of the
America Online – under the same name on November 22, 1999)
FIRST: The name of the corporation is America Online Latin America,
Inc. (the "Corporation").
SECOND: The initial registered office of the Corporation is to
AOL – desirable to conduct such businesses and (ii) providing Content, management and
related activities on the AOL online service or any other AOL-branded property,
including creating, maintaining and managing for
AOL – ii) providing Content, management and
related activities on the AOL online service or any other AOL -branded property,
including creating, maintaining and managing for AOL, English and
Spanish-language versions
AOL – AOL online service or any other AOL-branded property,
including creating, maintaining and managing for AOL , English and
Spanish-language versions of a mini channel directed at the Hispanic audience
dt 52385
|
Preview
Full Doc
| 2001 |
Certificate of Incorporation [Restated]
Certificate of Incorporation [Restated] (262K)
Doc #197918: Click preview link for longer preview.
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC.
Pursuant to Sections 242 and 245
of the Corporation Law of the
State of Delaware
--------------------
(Originally incorporated under the same name on November 22, 1999)
FIRST: The name of the corporation is America Online Latin America,
Inc. (the "Corporation").
SECOND: The initial registered office of the Corporation is to be
located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New
Castle; and the name of the initial registered agent of the Corporation in the
State of Delaware is The Prentice-Hall Corporation System, Inc.
THIRD: (a) PURPOSE. Subject to the provisions of Clause (d) of this
Article THIRD and Clause (b)(i)(B) of Article FOURTH, the purpose of the
Corporation is to engage in any lawful act or activity for which a corporation
may be organized under the General Corporation Law of the State of Delaware (the
"GCL"); provided, however, that until all outstanding shares of High Vote Stock
(as defined below) of the Corporation have been converted into shares of Class A
Common Stock (as defined below) in accordance with Clause (b)(iii) of Article
FOURTH of this Certificate of Incorporation or are otherwise no longer issued
and outstanding, the Corporation shall not, and shall not have the power to,
engage directly or indirectly, including without limitation through any
Subsidiary (as defined below) or Affiliate (as defined below), in any business
other than (i) providing Interactive Services (as defined below) in the
Territory (as defined below), and engaging in ancillary activities necessary or
desirable to conduct such businesses and (ii) providing Content, management and
related activities on the AOL online service or any other AOL-branded property,
including creating, maintaining and managing for AOL, English and
Spanish-language versions of a mini channel directed at the Hispanic audience in
the United States, and taking all actions necessary or desirable to carry out
and perform such activities and any other activities contemplated, either
explicitly or implicitly, thereby, including executing, delivering and
performing any agreements, documents and instruments entered into in connection
therewith.
(b) DEFINITIONS. As used herein, the following terms shall have the
following meanings:
"Action" shall mean any claim, action, suit, arbitration, mediation,
inquiry, proceeding or investigation by or before any Governmental Authority (or
arbitrator or mediator, as the case may be), whether at law or in equity.
"Additional Shares of Common Stock" shall have the meaning given in
Clause (c) of Article FOURTH.
"Advancement of Expenses" shall have the meaning given in Clause (e) of
this Article THIRD.
"Affiliate" of any Person shall mean any other Person that, directly or
indirectly, controls, is under common control with or is controlled by that
Person. For purposes of this definition, "control" (including, with its
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities
or by contract or otherwise.
1
2
"AOL" shall mean America Online, Inc., a Delaware corporation.
"AOL-branded" shall mean, with respect to any internet or online
service that such service includes the words "AOL" or "America Online" as an
integral part of the name of such internet or online service. For the avoidance
of doubt, a reference to an internet or online service being available on or
through "AOL" or "America Online" internet or online service shall not itself
make such service "AOL-branded", nor would the description of, for example,
Netscape, an AOL company. By way of illustration, the "AOL Latin America
regional internet portal service" and the "America Online Brasil online service"
are "AOL-branded" services, while "Netscape Online" is not an AOL-branded
service.
"Aspen" shall mean Aspen Investments LLC, a Delaware limited liability
company.
"Atlantis" shall mean Atlantis Investments LLC, a Delaware limited
liability company.
"Board" shall mean the Corporation's Board of Directors.
"Business Plan" shall mean, with respect to each country within the
Territory, an annual capital, revenue and expense plan, including pro forma
statements of income/loss, financial condition and cash flows, the projected
cash funding requirements of the applicable Operating Entity on a quarterly
basis, and such other information as the Board shall require from time to time,
together with a quarterly cash funding plan with dates of funding, plus
marketing, operational and other business strategies, reflecting the financial
objectives and requirements of the applicable Operating Entity.
"By-laws" shall mean the By-laws of the Corporation, as the same may be
amended or restated from time to time.
"Cisneros Family" shall mean Ricardo Cisneros, Gustavo Cisneros and/or
their lineal descendants, individually or collectively and/or any trusts for the
exclusive benefit of any one or more of such persons.
"Class A Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.
"Class A Director" shall have the meaning given in Clause (b) of
Article FOURTH.
"Class B Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.
"Class B Director" shall have the meaning given in Clause (b) of
Article FOURTH.
"Class B Securities" shall mean collectively the Series B Preferred
Stock and/or the Class B Common Stock, as the same may be outstanding from time
to time.
"Class B Triggering Event" shall have the meaning given in Clause (b)
of Article FOURTH.
"Class C Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.
"Class C Director" shall have the meaning given in Clause (b) of
Article FOURTH.
"Class C Securities" shall mean collectively the Series C Preferred
Stock and/or the Class C Common Stock, as the same may be outstanding from time
to time.
"Class C Triggering Event" shall have the meaning given in Clause (b)
of Article FOURTH.
197918
|
AOL Latin
As referenced in this Certificate of Incorporation [Restated]:
america online latin america, – RESTATED CERTIFICATE OF INCORPORATION
1
EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC.
Pursuant to Sections 242 and 245
of the Corporation Law of the
State
america online latin america, – under the same name on November 22, 1999)
FIRST: The name of the corporation is America Online Latin America,
Inc. (the "Corporation").
SECOND: The initial registered office of the Corporation is to be
america online latin america, – the GCL shall not be
applicable to the Corporation.
37
38
IN WITNESS WHEREOF, America Online Latin America, Inc. has
caused its corporate seal to be affixed hereto and this Restated Certificate
america online latin america, – by its President and Chief Executive
Officer as of the 31st day of July, 2001.
AMERICA ONLINE LATIN AMERICA, INC.
By: /s/ CHARLES M. HERINGTON
------------------------------------------
Name: Charles M. Herington
Title: President & Chief Executive
america online latin america, – SERIES D REDEEMABLE CONVERTIBLE PREFERRED STOCK
AND THE
SERIES E REDEEMABLE CONVERTIBLE PREFERRED STOCK
OF
AMERICA ONLINE LATIN AMERICA, INC.
America Online Latin America, Inc., a Delaware corporation (the
"CORPORATION"), does hereby certify
dt 3097
;
|
America Online
As referenced in this Certificate of Incorporation [Restated]:
AMERICA ONLINE – 1.txt
RESTATED CERTIFICATE OF INCORPORATION
1
EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC.
Pursuant to Sections 242 and 245
of the Corporation Law of the
America Online – under the same name on November 22, 1999)
FIRST: The name of the corporation is America Online Latin America,
Inc. (the "Corporation").
SECOND: The initial registered office of the Corporation is to
AOL – desirable to conduct such businesses and (ii) providing Content, management and
related activities on the AOL online service or any other AOL-branded property,
including creating, maintaining and managing for
AOL – ii) providing Content, management and
related activities on the AOL online service or any other AOL -branded property,
including creating, maintaining and managing for AOL, English and
Spanish-language versions
AOL – AOL online service or any other AOL-branded property,
including creating, maintaining and managing for AOL , English and
Spanish-language versions of a mini channel directed at the Hispanic audience
dt 52402
|
Preview
Full Doc
| 2001 |
Certificate of Incorporation [Restated]
Certificate of Incorporation [Restated] (183K)
Doc #197929: Click preview link for longer preview.
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC.
Pursuant to Sections 242 and 245
of the Corporation Law of the
State of Delaware
--------------------
(Originally incorporated under the same name on November 22, 1999)
FIRST: The name of the corporation is America Online Latin America,
Inc. (the "Corporation").
SECOND: The initial registered office of the Corporation is to be
located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New
Castle; and the name of the initial registered agent of the Corporation in the
State of Delaware is The Prentice-Hall Corporation System, Inc.
THIRD: (a) Purpose. Subject to the provisions of Clause (d) of this
Article THIRD and Clause (b)(i)(B) of Article FOURTH, the purpose of the
Corporation is to engage in any lawful act or activity for which a corporation
may be organized under the General Corporation Law of the State of Delaware (the
"GCL"); provided, however, that until all outstanding shares of High Vote Stock
(as defined below) of the Corporation have been converted into shares of Class A
Common Stock (as defined below) in accordance with Clause (b)(iii) of Article
FOURTH of this Certificate of Incorporation or are otherwise no longer issued
and outstanding, the Corporation shall not, and shall not have the power to,
engage directly or indirectly, including without limitation through any
Subsidiary (as defined below) or Affiliate (as defined below), in any business
other than (i) providing Interactive Services (as defined below) in the
Territory (as defined below), and engaging in ancillary activities necessary or
desirable to conduct such businesses and (ii) providing Content, management and
related activities on the AOL online service or any other AOL-branded property,
including creating, maintaining and managing for AOL, English and
Spanish-language versions of a mini channel directed at the Hispanic audience in
the United States, and taking all actions necessary or desirable to carry out
and perform such activities and any other activities contemplated, either
explicitly or implicitly, thereby, including executing, delivering and
performing any agreements, documents and instruments entered into in connection
therewith.
(b) Definitions. As used herein, the following terms shall have the
following meanings:
"Action" shall mean any claim, action, suit, arbitration, mediation,
inquiry, proceeding or investigation by or before any Governmental Authority (or
arbitrator or mediator, as the case may be), whether at law or in equity.
"Additional Shares of Common Stock" shall have the meaning given in
Clause (c) of Article FOURTH.
"Advancement of Expenses" shall have the meaning given in Clause (e) of
this Article THIRD.
"Affiliate" of any Person shall mean any other Person that, directly or
indirectly, controls, is under common control with or is controlled by that
Person. For purposes of this definition, "control" (including, with its
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities
or by contract or otherwise.
"AOL" shall mean America Online, Inc., a Delaware corporation.
"AOL-branded" shall mean, with respect to any internet or online
service that such service includes the words "AOL" or "America Online" as an
integral part of the name of such internet or online service. For the avoidance
of doubt, a reference to an internet or online service being available on or
through "AOL" or "America Online" internet or online service shall not itself
make such service "AOL-branded", nor would the description of, for example,
Netscape, an AOL company. By way of illustration, the "AOL Latin America
regional internet portal service" and the "America Online Brasil online service"
are "AOL-branded" services, while "Netscape Online" is not an AOL-branded
service.
"Aspen" shall mean Aspen Investments LLC, a Delaware limited liability
company.
"Atlantis" shall mean Atlantis Investments LLC, a Delaware limited
liability company.
"Board" shall mean the Corporation's Board of Directors.
"Business Plan" shall mean, with respect to each country within the
Territory, an annual capital, revenue and expense plan, including pro forma
statements of income/loss, financial condition and cash flows, the projected
cash funding requirements of the applicable Operating Entity on a quarterly
basis, and such other information as the Board shall require from time to time,
together with a quarterly cash funding plan with dates of funding, plus
marketing, operational and other business strategies, reflecting the financial
objectives and requirements of the applicable Operating Entity.
"By-laws" shall mean the By-laws of the Corporation, as the same may be
amended or restated from time to time.
"Cisneros Family" shall mean Ricardo Cisneros, Gustavo Cisneros and/or
their lineal descendants, individually or collectively and/or any trusts for the
exclusive benefit of any one or more of such persons.
"Class A Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.
"Class A Director" shall have the meaning given in Clause (b) of
Article FOURTH.
"Class B Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.
"Class B Director" shall have the meaning given in Clause (b) of
Article FOURTH.
"Class B Securities" shall mean collectively the Series B Preferred
Stock and/or the Class B Common Stock, as the same may be outstanding from time
to time.
"Class B Triggering Event" shall have the meaning given in Clause (b)
of Article FOURTH.
"Class C Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.
"Class C Director" shall have the meaning given in Clause (b) of
Article FOURTH.
"Class C Securities" shall mean collectively the Series C Preferred
Stock and/or the Class C Common Stock, as the same may be outstanding from time
to time.
"Class C Triggering Event" shall have the meaning given in Clause (b)
of Article FOURTH.
"Common Stock" shall have the meaning given in Clause (a) of Article
FOURTH.
"Communication Services" includes chat, e-mail, message boards, online
transactions and other forms of online interaction.
197929
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AOL Latin
As referenced in this Certificate of Incorporation [Restated]:
america online latin america, – FILENAME>0004.txt
CERTIFICATION OF INCORPORATION
Exhibit 3
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC.
Pursuant to Sections 242 and 245
of the Corporation Law of the
State
america online latin america, – under the same name on November 22, 1999)
FIRST: The name of the corporation is America Online Latin America,
Inc. (the "Corporation").
SECOND: The initial registered office of the Corporation is to be
america online latin america, – 203 of the GCL shall not be
applicable to the Corporation.
IN WITNESS WHEREOF, America Online Latin America, Inc. has
caused its corporate seal to be affixed hereto and this Restated Certificate
america online latin america, – GCL, to be signed by its _______________ as of the ____ day
of _______, 2001.
AMERICA ONLINE LATIN AMERICA, INC.
By:
-------------------------------
Name:
Title:
[SEAL]
dt 3108
;
|
America Online
As referenced in this Certificate of Incorporation [Restated]:
AMERICA ONLINE – EX-3
4
0004.txt
CERTIFICATION OF INCORPORATION
Exhibit 3
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC.
Pursuant to Sections 242 and 245
of the Corporation Law of the
America Online – under the same name on November 22, 1999)
FIRST: The name of the corporation is America Online Latin America,
Inc. (the "Corporation").
SECOND: The initial registered office of the Corporation is to
AOL – desirable to conduct such businesses and (ii) providing Content, management and
related activities on the AOL online service or any other AOL-branded property,
including creating, maintaining and managing for
AOL – ii) providing Content, management and
related activities on the AOL online service or any other AOL -branded property,
including creating, maintaining and managing for AOL, English and
Spanish-language versions
AOL – AOL online service or any other AOL-branded property,
including creating, maintaining and managing for AOL , English and
Spanish-language versions of a mini channel directed at the Hispanic audience
dt 52407
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Preview
Full Doc
| 2000 |
Certificate of Incorporation [Restated]
Certificate of Incorporation [Restated] (144K)
Doc #198017: Click preview link for longer preview.
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC.
Pursuant to Sections 241 and 245
of the Corporation Law of the
State of Delaware
____________________
(Originally incorporated under the same name on November 22, 1999)
FIRST: The name of the corporation is America Online Latin America, Inc.
(the "Corporation").
SECOND: The initial registered office of the Corporation is to be located
at 1013 Centre Road, City of Wilmington, County of New Castle; and the name of
the initial registered agent of the Corporation in the State of Delaware is The
Prentice-Hall Corporation System, Inc.
THIRD: (a) Purpose. Subject to the provisions of Clause (d) of this
Article THIRD and Clause (b)(i)(B) of Article FOURTH, the purpose of the
Corporation is to engage in any lawful act or activity for which a corporation
may be organized under the General Corporation Law of the State of Delaware (the
"GCL"); provided, however, that until all outstanding shares of High Vote Stock
(as defined below) of the Corporation have been converted into shares of Class A
Common Stock (as defined below) in accordance with Clause (b)(iii) of Article
FOURTH of this Certificate of Incorporation or are otherwise no longer issued
and outstanding, the Corporation shall not, and shall not have the power to,
engage directly or indirectly, including without limitation through any
Subsidiary (as defined below) or Affiliate (as defined below), in any business
other than providing Interactive Services (as defined below) in the Territory
(as defined below) and engaging in ancillary activities necessary or desirable
to conduct such business.
(b) Definitions. As used herein, the following terms shall have the
following meanings:
"Action" shall mean any claim, action, suit, arbitration, mediation,
inquiry, proceeding or investigation by or before any Governmental Authority (or
arbitrator or mediator, as the case may be), whether at law or in equity.
"Additional Shares of Common Stock" shall have the meaning given in Clause
(c) of Article FOURTH.
"Advancement of Expenses" shall have the meaning given in Clause (e) of
this Article THIRD.
"Affiliate" of any Person shall mean any other Person that, directly or
indirectly, controls, is under common control with or is controlled by that
Person. For purposes of this definition, "control" (including, with its
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities
or by contract or otherwise.
"AOL" shall mean America Online, Inc., a Delaware corporation.
"AOL-branded" shall mean, with respect to any internet or online service
that such service includes the words "AOL" or "America Online" as an integral
part of the name of such internet or online service. For the avoidance of
doubt, a reference to an internet or online service being available on or
through "AOL" or "America Online" internet or online service shall not itself
make such service "AOL-
1
branded", nor would the description of, for example, Netscape, an AOL company.
By way of illustration, the "AOL Latin America regional internet portal service"
and the "America Online Brasil online service" are "AOL-branded" services, while
"Netscape Online" is not an AOL-branded service.
"Board" shall mean the Corporation's Board of Directors.
"Business Plan" shall mean, with respect to each country within the
Territory, an annual capital, revenue and expense plan, including pro forma
statements of income/loss, financial condition and cash flows, the projected
cash funding requirements of the applicable Operating Entity on a quarterly
basis, and such other information as the Board shall require from time to time,
together with a quarterly cash funding plan with dates of funding, plus
marketing, operational and other business strategies, reflecting the financial
objectives and requirements of the applicable Operating Entity.
"By-laws" shall mean the By-laws of the Corporation, as the same may be
amended or restated from time to time.
"Cisneros Family" shall mean Ricardo Cisneros, Gustavo Cisneros and/or
their lineal descendants, individually or collectively and/or any trusts for the
exclusive benefit of any one or more of such persons.
"Class A Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.
"Class A Director" shall have the meaning given in Clause (b) of Article
FOURTH.
"Class B Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.
"Class B Director" shall have the meaning given in Clause (b) of Article
FOURTH.
"Class B Securities" shall mean collectively the Series B Preferred Stock
and/or the Class B Common Stock, as the same may be outstanding from time to
time.
"Class B Triggering Event" shall have the meaning given in Clause (b) of
Article FOURTH.
"Class C Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.
"Class C Director" shall have the meaning given in Clause (b) of Article
FOURTH.
"Class C Securities" shall mean collectively the Series C Preferred Stock
and/or the Class C Common Stock, as the same may be outstanding from time to
time.
"Class C Triggering Event" shall have the meaning given in Clause (b) of
Article FOURTH.
"Common Stock" shall have the meaning given in Clause (a) of Article
FOURTH.
"Communication Services" includes chat, e-mail, message boards, online
transactions and other forms of online interaction.
"Content" shall mean either (i) text or (ii) multimedia information which
contains any combination of any of the following in digital form or such other
forms as may become available in the future: text, graphics, video, sound,
still images, or the like.
"Conversion Date" shall have the meaning given in Clause (c) of Article
198017
|
AOL Latin
As referenced in this Certificate of Incorporation [Restated]:
america online latin america, – DESCRIPTION>RESTATED CERTIFICATE OF INCORPORATE
Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC.
Pursuant to Sections 241 and 245
of the Corporation Law of the
State
america online latin america, – under the same name on November 22, 1999)
FIRST: The name of the corporation is America Online Latin America, Inc.
(the "Corporation").
SECOND: The initial registered office of the Corporation is to be
america online latin america, – of the GCL shall not be
applicable to the Corporation.
35
IN WITNESS WHEREOF, America Online Latin America, Inc. has caused its
corporate seal to be affixed hereto and this Restated Certificate
america online latin america, – Corporation has not received payment for any of its stock prior to the
date hereof.
AMERICA ONLINE LATIN AMERICA, INC.
By:______________________________
Name: Charles M. Herington
Title: President and Chief Executive Officer
[SEAL]
dt 3165
;
|
America Online
As referenced in this Certificate of Incorporation [Restated]:
AMERICA ONLINE – 2
0002.txt
RESTATED CERTIFICATE OF INCORPORATE
Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC.
Pursuant to Sections 241 and 245
of the Corporation Law of the
America Online – under the same name on November 22, 1999)
FIRST: The name of the corporation is America Online Latin America, Inc.
(the "Corporation").
SECOND: The initial registered office of the Corporation is to
"AOL – of such Person, whether through the ownership of voting securities
or by contract or otherwise.
"AOL " shall mean America Online, Inc., a Delaware corporation.
"AOL-branded" shall mean, with respect
America Online, – whether through the ownership of voting securities
or by contract or otherwise.
"AOL" shall mean America Online, Inc., a Delaware corporation.
"AOL-branded" shall mean, with respect to any internet or
"AOL – securities
or by contract or otherwise.
"AOL" shall mean America Online, Inc., a Delaware corporation.
"AOL -branded" shall mean, with respect to any internet or online service
that such service
dt 52439
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Preview
Full Doc
| 2001 |
Letter of Employment [Amendment No. 1]
Letter of Employment [Amendment No. 1] (2K)
Doc #197942: Click preview link for longer preview.
FIRST AMENDMENT TO LETTER OF EMPLOYMENT
This First Amendment to Letter of Employment (this "Amendment"), dated
as of December 15, 2000, (the "Amendment Date"), is made and entered into by and
between America Online Latin America, Inc. ("AOLA"), a Delaware corporation,
and Charles Herington (the "Executive") (each a "Party" and collectively the
"Parties"). Capitalized terms used in this Amendment without other definition
are defined as in that certain Letter of Employment dated as of July 31, 2000
(the "Employment Letter") by and between AOLA and Executive.
RECITALS:
WHEREAS, each of AOLA and Executive desire to amend the Employment
Letter to reflect certain benefits that were contained in a previous employment
agreement between an affiliate of AOLA and Executive, but which were not
contained in the Employment Letter.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Parties hereby agree as follows:
197942
|
AOL Latin
As referenced in this Letter of Employment [Amendment No. 1]:
america online latin america, – of December 15, 2000, (the "Amendment Date"), is made and entered into by and
between America Online Latin America, Inc. ("AOLA"), a Delaware corporation,
and Charles Herington (the "Executive") (each a "Party" and
america online latin america, – the Parties hereto have executed this Amendment as
of the date first set forth above
AMERICA ONLINE LATIN AMERICA, INC.
By: /s/ Craig Hagen /s/ Charles M. Herington
-------------------------------- -----------------------------
Name: Craig Hagen Charles M.
dt 3121
;
| Charles Herington
|
Preview
Full Doc
| 2002 |
Employment Letter Agreement
Employment Letter Agreement (9K)
Doc #197805: Click preview link for longer preview.
July 26, 2002
Mr. Osvaldo Banos
Liniers 2456, (1642) San Isidro
Buenos Aires, Argentina.
obanos@groupgemini.com
Dear Mr. Banos:
Congratulations! America Online Latin America, Inc. ("AOLA" or "Company") is
pleased to offer you the positions of Executive Vice President and Chief
Financial Officer of the Company. In addition, you will be appointed "Gerente"
and Executive Vice President of AOL Argentina S.R.L. ("AOL Argentina") in
accordance with Section 157 of Argentine Act 19,550 (Ley de Sociedades
Comerciales), under no employment agreement. Your employment and appointments
will be for the periods and on the terms and conditions set forth below. In all
cases, you will report to Mr. Charles Herington, Chief Executive Officer of
AOLA.
You will be appointed as Gerente and Executive Vice President of AOL Argentina
as of August 5, 2002 (the "Argentina Start Date"), and you will cease to hold
those positions on the date on which the approval of the Company's visa petition
on your behalf is obtained and you submit to the Company proof satisfactory to
the Company of your eligibility to work in the United States (the "U.S. Start
Date"). As of the U.S. Start Date, you will become the Executive Vice President
and Chief Financial Officer of the Company; provided, that if the U.S. Start
Date is prior to October 12, 2002, you will become the Chief Financial Officer
of the Company on October 12, 2002.
197805
|
AOL Latin
As referenced in this Employment Letter Agreement:
america online latin america, – Liniers 2456, (1642) San Isidro
Buenos Aires, Argentina.
obanos@groupgemini.com
Dear Mr. Banos:
Congratulations! America Online Latin America, Inc. ("AOLA" or "Company") is
pleased to offer you the positions of Executive Vice
america online latin america, – at GabrielSander@aol.com.
Sincerely,
/s/ Charles Herington
Charles Herington
President and Chief Executive Officer
America Online Latin America, Inc.
ACCEPTED: /s/ Osvaldo Banos DATE: 7/26/02
------------------- ----------
</TEXT>
</DOCUMENT&
dt 3043
;
| Charles Herington;
Osvaldo Banos
|
Preview
Full Doc
| 2002 |
Employment Letter Agreement
Employment Letter Agreement (4K)
Doc #197806: Click preview link for longer preview.
June 17, 2002
Mr. Gustavo Rubio
1201 Skylark Drive
Weston, Florida,
33327
Dear Gustavo:
America Online Latin America, Inc. is pleased to offer you the position of Vice
President, Interactive Marketing. You will be reporting to Charles Herington,
President and Chief Executive Officer. Your start date would be July 8, 2002.
Your compensation will be $175,000 annually, less applicable withholdings. In
addition to your base salary, you will be eligible for an incentive bonus under
the Interactive Marketing Group Incentive Compensation Plan, 2002. The
performance period under the Plan will be July 1, 2002 through December 31,
2002.
197806
|
AOL Latin
As referenced in this Employment Letter Agreement:
america online latin america, – 5
June 17, 2002
Mr. Gustavo Rubio
1201 Skylark Drive
Weston, Florida,
33327
Dear Gustavo:
America Online Latin America, Inc. is pleased to offer you the position of Vice
President, Interactive Marketing. You
america online latin america, – at (954) 689-3177.
Sincerely,
/s/ Charles M. Herington
Charles M. Herington
President and CEO
America Online Latin America, Inc.
Enclosures
ACCEPTED: /s/ Gustavo Rubio DATE: 6/17/02
----------------------------------- ------------
</TEXT>
</
dt 3044
;
Gustavo Rubio;
| Charles Herington
|