America Online Latin America Inc Sample Contracts

America Online Latin America Inc – UNITED STATES BANKRUPTCY COURT DISTRICT OF (April 19th, 2006)

I declare under penalty of perjury (28 U.S.C, Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

America Online Latin America Inc – UNITED STATES BANKRUPTCY COURT DISTRICT OF (March 21st, 2006)

I declare under penalty of perjury (28 U.S.C, Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

America Online Latin America Inc – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (March 1st, 2006)

This disclosure statement (this “Disclosure Statement”) is being furnished by America Online Latin America, Inc. (“AOLA” or the “Company”), AOL Latin America Management LLC (“AOL Management LLC”), AOL Puerto Rico Management Services, Inc. (“Puerto Rico Management Services”) and America Online Caribbean Basin, Inc. (“AOL Caribbean Basin”), debtors and debtors-in-possession (each a “Debtor” and collectively, the “Debtors”) in these jointly administered chapter 11 cases (these “Chapter 11 Cases”) in connection with the Debtors’ solicitation of votes to confirm the Debtors’ Joint Plan of Reorganization and Liquidation Pursuant to Chapter 11 of the Bankruptcy Code (the “Plan”). A copy of the Plan is attached hereto as Exhibit A.2

America Online Latin America Inc – UNITED STATES BANKRUPTCY COURT DISTRICT OF (February 8th, 2006)

I declare under penalty of perjury (28 U.S.C, Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

America Online Latin America Inc – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (January 20th, 2006)

This disclosure statement (this “Disclosure Statement”) is being furnished by America Online Latin America, Inc. (“AOLA” or the “Company”), AOL Latin America Management LLC (“AOL Management LLC”), AOL Puerto Rico Management Services, Inc. (“Puerto Rico Management Services”) and America Online Caribbean Basin, Inc. (“AOL Caribbean Basin”), debtors and debtors-in-possession (each a “Debtor” and collectively, the “Debtors”) in these jointly administered chapter 11 cases (these “Chapter 11 Cases”) in connection with the Debtors’ solicitation of votes to confirm the Debtors’ Joint Plan of Reorganization and Liquidation Pursuant to Chapter 11 of the Bankruptcy Code (the “Plan”). A copy of the Plan is attached hereto as Exhibit A.2

America Online Latin America Inc – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (January 20th, 2006)

SHEARMAN & STERLING LLP Douglas P. Bartner Michael H. Torkin Michael Pardo 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-4000 Facsimile: (212) 848-7179

America Online Latin America Inc – Aspen Investments LLC Atlantis Investments LLC c/o Finser Corporation Time Warner Inc. America Online, Inc. 550 Biltmore Way, Suite One Time Warner Center 22000 AOL Way 900 New York, NY 10019 Dulles, VA 20166 Coral Gables, FL 33134 (October 7th, 2005)

Reference is made to that certain letter agreement (the “Plan Support Agreement”) dated as of June 23, 2005, among America Online Latin America, Inc. (“AOLA”), Time Warner Inc. (“TW”), America Online, Inc. (“AOL”; and together with TW, the “TW Parties”) and Aspen Investments LLC and Atlantis Investments LLC (collectively, “ODC”) setting forth certain terms and conditions pursuant to which AOLA and certain of its direct and indirect subsidiaries will propose their joint chapter 11 plan of liquidation on a consensual basis with the support of TW, AOL and ODC. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Plan Support Agreement.

America Online Latin America Inc – CONFIDENTIAL TERMINATION AGREEMENT (October 7th, 2005)

This Termination Agreement (this “Termination Agreement”), dated as of September 30, 2005, is made and entered into by and between America Online, Inc. (“AOL”), a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, and America Online Latin America, Inc. (“AOLA”), a Delaware corporation, with its principal offices at 6600 N. Andrews Avenue, Suite 400, Ft. Lauderdale, Florida 33309 (each a “Party” and collectively the “Parties”). Capitalized terms that are used but not defined herein shall be as defined in the Localization Services, Licensing and Content Programming Agreement between the Parties effective as of September 2, 2004, as amended (the “Agreement”). The Parties desire to terminate the Agreement as set forth herein.

America Online Latin America Inc – AMERICA ONLINE LATIN AMERICA, INC. 6600 N. Andrews Avenue, Suite 400 Ft. Lauderdale, Florida 33309 (October 7th, 2005)

This letter agreement (this “Agreement”) sets forth certain terms and conditions pursuant to which America Online Latin America, Inc. (“AOLA”) and certain of its direct and indirect subsidiaries (collectively with AOLA, the “Debtors”) will propose their joint chapter 11 plan of liquidation (the “Plan”) on a consensual basis with the support of (i) Time Warner Inc. (“TW”), (ii) America Online, Inc. (“AOL”; and together with TW, the “TW Parties”) and (iii) Aspen Investments L.L.C. and Atlantis Investments L.L.C. (collectively, “ODC”).

America Online Latin America Inc – AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT (September 22nd, 2005)

THIS AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT (this “Agreement”) by and between AMERICA ONLINE LATIN AMERICA, INC., a Delaware corporation (the “Company”), and DAVID BRUSCINO (the “Executive”) is made as of September 1, 2005 (the “Effective Date”).

America Online Latin America Inc – UNITED STATES BANKRUPTCY COURT DISTRICT OF (September 12th, 2005)

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

America Online Latin America Inc – EXECUTIVE RETENTION AGREEMENT (June 22nd, 2005)

THIS AGREEMENT by and between AMERICA ONLINE LATIN AMERICA, INC., a Delaware corporation (the “Company”), and OSVALDO BAÑOS (the “Executive”) is made as of June 16, 2005 (the “Effective Date”).

America Online Latin America Inc – EXECUTIVE RETENTION AGREEMENT (June 22nd, 2005)

THIS AGREEMENT by and between AMERICA ONLINE LATIN AMERICA, INC., a Delaware corporation (the “Company”), and CHARLES HERINGTON (the “Executive”) is made as of June 16, 2005 (the “Effective Date”).

America Online Latin America Inc – Separation Agreement and Release of Claims (June 9th, 2005)

This letter will serve as confirmation that your employment with America Online Latin America, Inc. (“AOLA”, together with any successors, subsidiaries, merged entities, parent entities and their respective affiliates, collectively the “Company”) will end as set forth in this letter. This Separation Agreement and Release of Claims (“Agreement”), upon your signature, will constitute the complete agreement between you and the Company regarding the terms of your separation of employment.

America Online Latin America Inc – America Online Latin America, Inc. 6600 N. Andrews Avenue, Suite 500 Ft. Lauderdale, FL 33309 April 20, 2005 (May 16th, 2005)

Reference is hereby made to the 11% Senior Convertible Notes (as amended, supplemented or otherwise modified, the “Notes”) issued pursuant to the Note Purchase Agreement dated as of March 8, 2002 (as amended, supplemented or otherwise modified, the “Note Purchase Agreement”) among America Online Latin America, Inc., a Delaware corporation (“AOLA”), and Time Warner Inc. f/k/a AOL Time Warner Inc., a Delaware corporation (“TW”). All terms used herein that are defined in the Note Purchase Agreement or the Notes (as applicable) shall have the same meanings herein.

America Online Latin America Inc – EQUITY PURCHASE AGREEMENT BY AND AMONG COMUNICACIONES NEXTEL DE MEXICO, S.A. DE C.V. AND SERVICIOS NII, S.A. DE C.V. AND AMERICA ONLINE LATIN AMERICA, INC. AND LATIN AMERICA QUOTAHOLDER, LLC AND AOL MEXICO, S. DE R.L. DE C.V. Dated as of April 25, 2005 (May 16th, 2005)

This EQUITY PURCHASE AGREEMENT, dated as of April 25, 2005, is entered into by and among AMERICA ONLINE LATIN AMERICA, INC. (“AOLA”), a Delaware corporation and LATIN AMERICA QUOTAHOLDER, LLC (“AOLA Quotaholder”), a Delaware limited liability company (each, a “Seller” and collectively, the “Sellers”); AOL MEXICO, S. DE R.L. DE C.V. (the “Company”), a sociedad de responsabilidad limitada de capital variable organized and existing under the laws of Mexico; COMUNICACIONES NEXTEL DE MéXICO, S.A. DE C.V. (“Comunicaciones Nextel”), a sociedad anónima de capital variable organized and existing under the laws of Mexico; and SERVICIOS NII, S.A. DE C.V. (“Servicios”), a sociedad anónima de capital variable organized and existing under the laws of Mexico (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10.

America Online Latin America Inc – FIFTH RESTATED CERTIFICATE OF INCORPORATION OF AMERICA ONLINE LATIN AMERICA, INC. (May 5th, 2005)
America Online Latin America Inc – AMENDMENT TO STRATEGIC INTERACTIVE SERVICES AND MARKETING AGREEMENT (March 31st, 2005)

This Amendment (including the Exhibits attached hereto, this “Amendment”) to the Strategic Interactive Services and Marketing Agreement dated June 12, 2000 (“SMA”) is made and entered into as of this 04 day of November, 2004 (the “Amendment Signing Date”) by and among America Online Latin America, Inc., a Delaware corporation (“AOLA”), AOL Brasil Ltda., a Brazilian limited liability company (“AOLB”), and Banco Itaú S.A., a Brazilian bank (“Itaú”) (each a “Party” and together the “Parties”).

America Online Latin America Inc – EXECUTIVE RETENTION AGREEMENT (March 31st, 2005)

THIS AGREEMENT by and between AOL BRASIL, LTDA., a Brazilian limited liability company (the “Company”), and MILTON CAMARGO (the “Executive”) is made as of April 15th, 2004 (the “Effective Date”).

America Online Latin America Inc – EXECUTIVE RETENTION AGREEMENT (March 31st, 2005)

THIS AGREEMENT by and between AOL México, S. de R.L. de C.V. (the “Company”), company duly registered in accordance with Mexican Law and EDUARDO A. ESCALANTE CASTILLO (the “Executive”) is made as of June 5, 2004 (the “Effective Date”).

America Online Latin America Inc – SCHEDULE NO. 2 DATED AS OF DECEMBER 28, 2004, TO LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT BETWEEN AMERICA ONLINE, INC. (“AOL”) AND AMERICA ONLINE LATIN AMERICA, INC.(“AOLA”) DATED AS OF SEPTEMBER 2, 2004 (the “Agreement”) SCOPE OF WORK (January 7th, 2005)
America Online Latin America Inc – CONFIDENTIAL LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT (December 22nd, 2004)

THIS LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT (the “Agreement”) is made and entered into as of September 2, 2004 (the “Effective Date”), by and between America Online, Inc., a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166 (hereinafter referred to as “AOL”), and America Online Latin America, Inc., a Delaware corporation, with its principal offices at 6600 N. Andrews Avenue, Suite 400, Ft. Lauderdale, Florida 33309 (hereinafter referred to as “AOLA”) (each a “Party” and collectively the “Parties”). All capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Exhibit A attached hereto.

America Online Latin America Inc – EXECUTIVE RETENTION AGREEMENT (November 15th, 2004)

EXHIBIT 10.1 EXECUTIVE RETENTION AGREEMENT THIS AGREEMENT by and between AMERICA ONLINE LATIN AMERICA, INC., a Delaware corporation (the "Company"), and DAVID BRUSCINO (the "Executive") is made as of June 5, 2004 (the "Effective Date"). WHEREAS, the Executive is employed by the Company, and because of his employment, possesses detailed knowledge of the Company and its business operations, as a result of which the Executive's continued service to the Company is very important to the future success of the Company; and WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such possibility, and the uncertainty and questions which it and the Company's current financial condition may raise among key personnel, may result in the departure or distraction of key per

America Online Latin America Inc – EXECUTIVE RETENTION AGREEMENT (November 15th, 2004)

EXHIBIT 10.2 EXECUTIVE RETENTION AGREEMENT THIS AGREEMENT by and between AMERICA ONLINE LATIN AMERICA, INC., a Delaware corporation (the "Company"), and EDUARDO HAUSER (the "Executive") is made as of June 5, 2004 (the "Effective Date"). WHEREAS, the Executive is employed by the Company, and because of his employment, possesses detailed knowledge of the Company and its business operations, as a result of which the Executive's continued service to the Company is very important to the future success of the Company; and WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such possibility, and the uncertainty and questions which it and the Company's current financial condition may raise among key personnel, may result in the departure or distraction of key per

America Online Latin America Inc – EXECUTIVE RETENTION AGREEMENT (November 15th, 2004)

EXHIBIT 10.3 EXECUTIVE RETENTION AGREEMENT THIS AGREEMENT by and between AMERICA ONLINE LATIN AMERICA, INC., a Delaware corporation (the "Company"), and Paulo Moledo (the "Executive") is made as of June 5, 2004 (the "Effective Date"). WHEREAS, the Executive is employed by the Company, and because of his employment, possesses detailed knowledge of the Company and its business operations, as a result of which the Executive's continued service to the Company is very important to the future success of the Company; and WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such possibility, and the uncertainty and questions which it and the Company's current financial condition may raise among key personnel, may result in the departure or distraction of key perso

America Online Latin America Inc – REQUEST FOR REGISTRATION OF STANDARD OR MODEL AGREEMENT (August 16th, 2004)

EXHIBIT 10.6 ------------------------------------------------------------------------------ REQUEST FOR REGISTRATION OF STANDARD OR MODEL AGREEMENT ------------------------------------------------------------------------------ ILLUSTRIOUS REGISTRAR OF THE PUBLIC REGISTRY OF DOCUMENTS AND CIVIL REGISTRY OF LEGAL ENTITIES OF THE CAPITAL TELECOMUNICACOES DE SAO PAULO S/A - TELESP- with its address at Rua Martiniano de Carvalho, n(0) 851, in this Capital, undersigned, comes before Your Honor to request the REGISTRATION of the attached document of: AGREEMENT FOR SERVICE PROVIDING AND SUPPLYING OF ACCESS INFRA-STRUCTURE TO NARROWBAND INTERNET SERVICE - DIAL PROVIDER - PROMOTIONAL PLAN. It requests granting of the above. Sao Paulo, August 22, 2003. Signed by: FERNANDO ELIAS RIBEIRO National Registry of Individuals: Identity Card: THREE STA

America Online Latin America Inc – AGREEMENT FOR SUPPLYING WEB CHANNEL SERVICE (August 16th, 2004)

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act. 1 Exhibit 10.3 ------------------------------------------------------------------------------- AGREEMENT FOR SUPPLYING WEB CHANNEL SERVICE ENTERED INTO BY TELEFONICA EMPRESAS S.A AND AOL DO BRASIL LTDA - AOL. ------------------------------------------------------------------------------- 2 AGREEMENT FOR SUPPLYING WEB CHANNEL SERVICE Through this present pri

America Online Latin America Inc – REQUEST FOR REGISTRATION OF STANDARD OR MODEL AGREEMENT (August 16th, 2004)

EXHIBIT 10.4 AGREEMENT FOR AVAILABILITY OF ADVERTISING SPACE BETWEEN SERVER AND TELECOMUNICACOES DE SAO PAULO S.A. - TELESP - ADHESION AGREEMENT. MODEL -------------------------------------------------------------------------------- REQUEST FOR REGISTRATION OF STANDARD OR MODEL AGREEMENT -------------------------------------------------------------------------------- ILLUSTRIOUS REGISTRAR OF THE PUBLIC REGISTRY OF DOCUMENTS AND CIVIL REGISTRY OF LEGAL ENTIITES OF THE CAPITAL TELECOMUNICACOES DE SAO PAULO S/A - TELESP- with its address at Rua Martiniano de Carvalho, n(0) 851, in this Capital, undersigned, comes before Your Honor to request the REGISTRATION of the attached document of: AGREEMENT FOR AVAILABILITY OF ADVERTISING SPACE. It requests granting of the above. Sao Paulo, August 22, 2003. Signed by: FERN

America Online Latin America Inc – REQUEST FOR REGISTRATION OF STANDARD OR MODEL AGREEMENT (August 16th, 2004)

EXHIBIT 10.5 AGREEMENT FOR DEVELOPMENT OF TELEPHONIC TRAFFIC BETWEEN SERVER AND TELECOMUNICACOES DE SAO PAULO S.A. - TELESP - ADHESION AGREEMENT. MODEL ------------------------------------------------------------------------------ REQUEST FOR REGISTRATION OF STANDARD OR MODEL AGREEMENT ------------------------------------------------------------------------------ ILLUSTRIOUS REGISTRAR OF THE PUBLIC REGISTRY OF DOCUMENTS AND CIVIL REGISTRY OF LEGAL ENTIITES OF THE CAPITAL TELECOMUNICACOES DE SAO PAULO S/A - TELESP- with its address at Rua Martiniano de Carvalho, n(0) 851, in this Capital, undersigned, comes before Your Honor to request the REGISTRATION of the attached document of: AGREEMENT FOR FUNDS FOR DEVELOPMENT OF TELEPHONIC TRAFFIC. It requests granting of the above. Sao Paulo, August 22, 2003. Signed by:

America Online Latin America Inc – CANCELLATION AGREEMENT [CONVENIO DE CANCELACION] ("THIS AGREEMENT") MADE BY AND (May 17th, 2004)

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under 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 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 K G R O U N D I. The Parties have executed a Contract pursuant to which Telmex has made available to AOL such Interne

America Online Latin America Inc – SERVICES CONTRACT [CONTRATO DE PRESTACION DE SERVICIOS] MADE BY AND BETWEEN (May 17th, 2004)

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act. Exhibit 10.2 (Translation) SERVICES CONTRACT [CONTRATO DE PRESTACION DE SERVICIOS] MADE BY AND BETWEEN UNINET, S.A. DE C.V. ("UNINET"), REPRESENTED BY MR. MAURICIO ESCOBEDO VAZQUEZ, AND AOL MEXICO, S. DE R.L. DE C.V. (THE "CUSTOMER"), REPRESENTED BY MR. EDUARDO ALBERTO ESCALANTE CASTILLO (UNINET AND THE CUSTOMER ARE HEREINAFTER JOINTLY REFERRED TO AS THE "PARTIES"), PURSUANT TO THE FOLLOWING REPRESENTATIONS AND CLAUSES. R E P R E S E N T A T I O N S : I. Uninet represents as follows: a) That it is a Mexican company legally incorporated pursuant to deed N(degree) 106,300, dated July 26, 1995, ex

America Online Latin America Inc – FIRST ADDENDUM TO THE AGREEMENT OF COMMERCIAL (May 17th, 2004)

EXHIBIT 10.4 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act. FIRST ADDENDUM TO THE AGREEMENT OF COMMERCIAL COOPERATION Through the present private instrument (a) MCDONALD'S COMERCIO DE ALIMENTOS LTDA., a corporation with its main place of business in the town of Barueri, State of Sao Paulo, at Alameda Amazonas n(0) 253, enrolled in the National Registry of Legal Entities under n(0) 42.591.651/0001-43, in this act represented pursuant to its Articles of Association, by its Director-President, Mr. Sergio Daniel Alonso, holder of Identity Card RG. n(0) 16322692N, enroll

America Online Latin America Inc – 17TH ADDENDUM INSTRUMENT TO AGREEMENT N(0)VES-8-IDN-1-1999 (November 14th, 2003)

Exhibit 10.7 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act. 17TH ADDENDUM INSTRUMENT TO AGREEMENT N(0)VES-8-IDN-1-1999 ENTERED INTO ON 10/18/1999. AOL BRASIL LTDA, with its headquarters at Avenida Industrial, 600, 2(0) andar, CEP 08090-500, in the city of Sao Paulo, State of Sao Paulo, enrolled in the National Registry of Legal Entities [CNPJ/MF] under n(0) 03.032.579/0001-62, hereby represented in accordance with its Articles of Association, hereinafter called "AOL", and EMPRESA BRASILEIRA DE TELECOMUNICACOES S.A. - EMBRATEL, with its headquarters at Avenida Presidente Vargas, 1012, CEP 20179-900, in the city of Rio de Janeiro, State of Rio de Janeiro, enrolled in the National Registry

America Online Latin America Inc – AGREEMENT FOR PROMOTION OF TRAFFIC IN REGION I OF THE GENERAL (November 14th, 2003)

Exhibit 10.6 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act. AGREEMENT FOR PROMOTION OF TRAFFIC IN REGION I OF THE GENERAL PLAN OF GRANTING (GPG) AND OTHER COVENANTS AOL DO BRASIL LTDA, a Brazilian limited liability company with its main place of business at Av. Marginal do Rio Pinheiros, 5200 - American Business Park - Bloco B - 2.(degree) floor, enrolled in the National Registry for Legal Entities (CNPJ/MF) under n(0) 03.032.579 /0001-62, in this act represented pursuant to its Articles of Association, hereinafter individually called "AOL"; and TNL.Acesso S.A. a corporation with its main place of business at Avenida Ceci, 1900 - part, Town de Barueri - SP,

America Online Latin America Inc – 13TH ADDENDUM TO AGREEMENT N(0) VES-8-IDN-1-1999 (November 14th, 2003)

Exhibit 10.1 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT. 13TH ADDENDUM TO AGREEMENT N(0) VES-8-IDN-1-1999 ENTERED INTO ON 10/18/1999. AOL BRASIL LTDA, with its headquarters at Avenida Industrial, 600, 2(0) floor, CEP 08090-500, in the city of Sao Paulo, State of Sao Paulo, enrolled in the National Registry of Legal Entities [CNPJ/MF] under n(0) 03.032.579/0001-62, hereby represented pursuant to its Articles of Association, hereinafter called "AOL", and EMPRESA BRASILEIRA DE TELECOMUNICACOES S.A. - EMBRATEL, with its headquarters at Avenida Presidente Vargas, 1012, CEP 20179-900, in the city of Rio de Janeiro, State of Rio de Janeiro, enrolled in the National Registry of Legal Entities [CNPJ