FIRST AMENDMENT TO THE OPTICAL FIBER LEASE AGREEMENT
Exhibit e(19)
FIRST AMENDMENT TO THE OPTICAL FIBER LEASE AGREEMENT
The following parties of this present Amendment, hereinafter jointly referred to as “Parties” and severally as “Party”:
LESSORS: NET SERVIÇOS DE COMUNICAÇÃO S/A, headquartered in the city and state of São Paulo, at Xxx Xxxxx Xxxxxx, 0000, corporate taxpayer’s ID (CNPJ) 00.108.786/0001-65; and its branch NET JUNDIAÍ, located in the city of Jundiaí, state of São Paulo, at Rua Professor João Batista Curado, 151, parte, corporate taxpayer’s ID (CNPJ) 00.108.786/0031-80;
NET Anápolis LTDA., headquartered in the city of Anápolis, state of Goiás, at Xxx Xxxxx, 000, corporate taxpayer’s ID (CNPJ) 33.584.277/0001- 68;
NET ARAPONGAS LTDA., headquartered at Xxx Xxxxxx, 000, in the city of Arapongas, state of Paraná, Centro, corporate taxpayer’s ID (CNPJ) 81.897.118/0001- 66;
NET Bauru LTDA., headquartered in the city of Bauru, state of São Paulo, at Xxxxxxx Xxxxx xx Xxxxxx, 0-00, corporate taxpayer’s ID (CNPJ) 64.083.561/0001- 84;
NET BELO HORIZONTE LTDA., private company headquartered at Xx. Xxxxxxxxxx, 000, Xxxxxxxxxx, city of Belo Horizonte, state of Minas Gerais, corporate taxpayer’s ID (CNPJ) 38.738.308/0001-01;
NET Brasília LTDA., headquartered in the city of Brasília, Federal District, at SIG/Sul Quadra 01, 725, corporate taxpayer’s ID (CNPJ) 26.499.392/0001-79;
NET Campinas Ltda., headquartered in the city of Campinas, state of São Paulo, at Rua Jasmim, 610, corporate taxpayer’s ID (CNPJ/MF) 61.698.510/0001-79;
NET Campo Grande LTDA., headquartered in the city of Campo Grande, state of Mato Grosso do Sul, at Xxxxxxx Xxxxxx Xxxx, 0.000, corporate taxpayer’s ID (CNPJ) 24.615.965/0001-57;
NET Florianópolis LTDA., headquartered in the city of Florianópolis, state of Santa Catarina, at Xx. Xxx Xxxxxx, 000, corporate taxpayer’s ID (CNPJ/MF) 72.461.072/0001-47 and its branches NET PIRACICABA, located in the city of Piracicaba, state of São Paulo, at Xxxxxxx Xxxxxxxxxxxxx, 0000, corporate taxpayer’s ID (CNPJ) 72.461.072/0006-51; and NET JOINVILLE, located in the city of Joinville, state of Santa Catarina, at Xx. Xxxxxxx Xxxxxxxx Xxxxx, 000, corporate taxpayer’s ID (CNPJ) 72.461.072/0007-32;
NET Franca LTDA. headquartered in the city of Franca, state of São Paulo, at Xxx Xxxxxx Xxxxx Xxxxxxx, 0.000, corporate taxpayer’s ID (CNPJ) 60.348.414/0001-38;
NET Goiânia LTDA., headquartered in the city of Goiânia, state of Goiás, at Xxx 00, Xxxxxx x-00, Xxxx 00, xx 000 – Setor Marista, corporate taxpayer’s ID (CNPJ) 33.659.475/0001- 43;
NET Indaiatuba LTDA., headquartered in the city of Indaiatuba, state of São Paulo, at Xxx 00 xx Xxxxx, 0.000/0.000, corporate taxpayer’s ID (CNPJ) 58.393.695/0001- 07;
NET LONDRINA LTDA., private company headquartered at Xxx Xxxxxx, 000, city of Londrina, state of Paraná, corporate taxpayer's ID (CNPJ) 80.924.459/0001-10;
NET Maringá LTDA., headquartered in the city of Maringá, state of Paraná, at Xx. Xxxxxxx, 000, corporate taxpayer’s ID (CNPJ) 81.712.416/0001-34;
NET PARANÁ COMUNICAÇÕES LTDA., branch NET CURITIBA, headquartered in the city of Curitiba, state of Paraná, at Xxx Xxxxxx, 000, Mercês, corporate taxpayer’s ID (CNPJ) 84.922.681/0005-69.
NET Ribeirão Preto LTDA., headquartered in the city of Ribeirão Preto, state of São Paulo, at Xxx Xxxxxxx Xxxxxxxxx Xxxxxxxxx, 0.000, Xxxxxxxx, corporate taxpayer’s ID (CNPJ) 64.807.456/0001- 40;
NET Rio LTDA., headquartered in the city and state of Rio de Janeiro, at Xxx Xxxxxxx xx Xxxxxx, 000, X. 02, sala 201, 3º andar, corporate taxpayer’s ID (CNPJ) 28.029.775/0001-09;
NET São Carlos LTDA., headquartered in the city of São Carlos, state of São Paulo, at Xxxxxxx Xx. Xxxxxx Xxxxxxx, 0.000, corporate taxpayer’s ID (CNPJ) 57.724.759/0001- 34;
NET São José do Rio Preto LTDA., headquartered in the city of São José do Rio Preto, state of São Paulo, at Xxx Xxxxxxxx Xxxxxxx xx Xxxxxx, 0.000, corporate taxpayer’s ID (CNPJ) 69.082.832/0001- 09;
NET São Paulo LTDA., headquartered in the city of São Paulo, state of São Paulo, at Xxx Xxxxx Xxxxxx, 0000, xxxxxx, blocos 1 e 2, Chácara Santo Antônio, corporate taxpayer’s ID (CNPJ) 65.697.161/0001-21 and its branch NET SANTOS, headquartered at Xxx Xxxxxxx Xxxxxxxxx Xxxxxxxx, 000, in the city of Santos, state of São Paulo, corporate taxpayer’s ID (CNPJ) 65.697.161/0019-50;
NET Sorocaba LTDA., headquartered in the city of Sorocaba, state of São Paulo, at Xx. Xxxxxxx Xxxxxx Xxxxxxx, 0000, corporate taxpayer’s ID (CNPJ) 64.637.903/0001-60;
NET Sul Comunicações LTDA., headquartered in the city of Porto Alegre, state of Rio Grande do Sul, at Xxx Xxxxxxxx, 0000, corporate taxpayer’s ID (CNPJ) 73.676.512/0001-46;
Televisão a Cabo Criciúma LTDA., headquartered in the city of Criciúma, state of Santa Catarina, at Xxx Xxxxxxx Xxxxxx, 000, corporate taxpayer’s ID (CNPJ) 80.168.321/0001- 39;
DR - Empresa de Distribuição e Recepção de TV LTDA., headquartered in the city of Porto Alegre, state of Rio Grande do Sul, at Xxx Xxxxxxxx, 0000, corporate taxpayer’s ID (CNPJ) 93.088.342/0001-96, whose branches are listed below and are an integral part of this Agreement:
· NET Bagé, located at Xxx xx Xxxxxxxxxxx, 0000, in the city of Bagé, state of Rio Grande do Sul, corporate taxpayer’s ID (CNPJ) 93.088.342/0026-44;
· NET BENTO GONÇALVES, located at Xxx Xxxxxxxx Xxxxxxx, 000/000, xxxx 0, city of Bento Gonçalves, corporate taxpayer’s ID (CNPJ) 93.088.342/0043-45;
· NET Blumenau, located at Xxxxxxx Xxxxxx, 00, in the city of Blumenau, state of Santa Catarina, corporate taxpayer’s ID (CNPJ) 93.088.342/0031-01;
· NET Caxias do Sul, located at Rua Os 18 do Forte, 1236, in the city of Caxias do Sul, state of Rio Grande do Sul, corporate taxpayer’s ID (CNPJ) 93.088.342/0033-73;
· NET Chapecó, located at Xxx Xxxxx Xxxxx, 000 E, sala 01, Galeria Zandonai, in the city of Chapecó, state of Santa Catarina, corporate taxpayer’s ID (CNPJ) 93.088.342/0012-49;
· NET CRUZ ALTA, headquartered at Xxx Xxxxxxxx Xxxxxxx, 0000, city of Cruz Alta, state of Rio Grande do Sul, corporate taxpayer’s ID (CNPJ) 93.088.342/0035-35;
· NET Erechim, located at Xxx Xxxxxxxx, 000, in the city of Erechim, state of Rio Grande do Sul, corporate taxpayer’s ID (CNPJ) 93.088.342/0009-43;
· NET FARROUPILHA, located at Xxx Xxx Xxxxxxx, 000, xxxx 00, city of Farroupilha, state of Rio Grande do Ful, corporate taxpayer’s ID (CNPJ) 93.088.342/0038-88;
· NET LAJEADO, headquartered at Xx. Xxxx xx Xxxxxxxx, 000 - xxxx 000, city of Lajeado, state of Rio Grande do Sul, corporate taxpayer’s ID (CNPJ) 93.088.342/0042-64;
· NET Novo Hamburgo, located at Xxx Xxxxx Xxxxxxxx, 000, in the city of Novo Hamburgo, state of Rio Grande do Sul, corporate taxpayer’s ID (CNPJ) 93.088.342/0036-16;
· NET Passo Fundo, located at Rua Princesa Isabel s/n, in the city of Passo Fundo, state of Rio Grande do Sul, corporate taxpayer’s ID (CNPJ) 93.088.342/0010-87;
· NET Pelotas, located at Xxx Xxxxxxxx Xxxx xx Xxxxx, 000, in the city of Pelotas, state of Rio Grande do Sul, corporate taxpayer’s ID (CNPJ) 93.088.342/0007-81;
· NET Rio Grande, located at Xxx Xxx Xxxxx, 000, in the city of Rio Grande, state of Rio Grande do Sul, corporate taxpayer’s ID (CNPJ) 93.088.342/0015-91;
· NET Santa Cruz do Sul, located at Xxx Xxxxxxxx Xxxxxxx, 0000, in the city of Santa Cruz do Sul, state of Rio Grande do Sul, corporate taxpayer’s ID (CNPJ) 93.088.342/0017-53;
· NET Santa Maria, located at Xxx Xxxxxxxx xx Xxxxxxx, 0000, in the city of Santa Maria, state of Rio Grande do Sul, corporate taxpayer’s ID (CNPJ) 93.088.342/0037-05;
· NET URUGUAIANA, headquartered at Xxx Xxxxxxxx xx Xxxxxxx, 0000, city of Uruguaiana, state of Rio Grande do Sul, corporate taxpayer’s ID (CNPJ) 93.088.342/0034-54.
LESSEE: EMPRESA BRASILEIRA DE TELECOMUNICAÇÕES S/A – EMBRATEL, headquartered in the city and state of Rio de Janeiro, at Xxxxxxx Xxxxxxxxxx Xxxxxx, 0000 – Xxxxxx – Xxx xx Xxxxxxx - XX, corporate taxpayer’s ID (CNPJ/MF) 33.530.486/0001-29, represented herein by its Bylaws.
Whereas:
(I) On November 22,2005, the Parties executed the Optical Fiber Lease Agreement, the subject-matter thereof was LESSORS leasing Surplus Optical Fibers and New Optical Fibers to LESSEE, by means of Lease Forms issued by LESSEE (“Agreement”);
and
(II) the Parties intend to formalize the additional price conditions for the New Optical Fibers lease, as well as the format of issue of the Statement of Acceptance referred to in item 2.3 of the Agreement and item (IV - Acceptance) of its Attachment III;
The Parties resolve by common agreement to enter into this First Amendment to the Optical Fiber Lease Agreement (“Amendment”), under the following terms and conditions:
CLAUSE 1 – Subject-Matter
1.1 This Amendment aims at:
1.1.1 amending, with retroactive effect to the signature date of the Agreement, item “6.1.2” of “CLAUSE VI – PRICE, PAYMENT CONDITIONS AND ADJUSTMENT”, in order to formalize additional amounts referring to the lease of New Optical Fibers and item “8.2” of “CLAUSE VIII – TERM”, in order consistently define the lease term of New Optical Fibers;
1.1.2 formalizing that the Statement of Acceptance referred to in item 2.3 of the Agreement and in item IV of its Attachment III shall be issued by LESSEE via e-mail, by its representative immediately after NET representative’s presentation of the measurement curve, also via e-mail to be made for each new Lease Form; and
1.1.3 replacing, retroactively to 1/1/2008, the list of companies jointly qualified as “LESSORS” in the Introduction of the Agreement with the list of “LESSORS” mentioned in the introduction of this Amendment.
CLAUSE 2 – Amendments to the Agreement
2.1 Item 6.1.2 is hereby amended, which refers to the New Optical Fibers lease prices, in order to include a subitem 6.1.2.2, with the following wording:
“6.1.2.2 The following amounts, excluding taxes, shall be accrued monthly to the New Optical Fiber lease amounts, covenanted in the budgets submitted by LESSORS as per item 6.1.2 above:
|
|
Net prices by location (R$/Km/month) | |||||||
|
Band of Surplus Optical Fibers |
SP |
STS |
RJ |
FNS |
PAE/ CTA/ CAS/ BSA/ GNA |
SP Inland |
Other Capital Cities |
Other Locations |
|
Up to 6 |
58.83 |
32.08 |
32.08 |
32.08 |
32.08 |
32.08 |
32.08 |
32.08 |
|
From 6 to 12 |
60.52 |
33.00 |
33.00 |
33.00 |
33.00 |
33.00 |
33.00 |
33.00 |
|
From 13 to 24 |
63.49 |
34.62 |
34.62 |
34.62 |
34.62 |
34.62 |
34.62 |
34.62 |
|
From 25 to 72 |
74.71 |
40.74 |
40.74 |
40.74 |
40.74 |
40.74 |
40.74 |
40.74 |
|
From 73 to 144 |
95.15 |
51.88 |
51.88 |
51.88 |
51.88 |
51.88 |
51.88 |
51.88 |
2.2 Item 8.2 of the Agreement shall be amended as follows, maintaining its sub-items as originally agreed upon:
“8.2 The lease term of Surplus Optical Fibers and New Optical Fibers shall be ten (10) years, as of respective Acceptance Dates, except for those characterized as Network Extensions whose lease terms shall be limited to the lease term of the Surplus Optical Fiber and/or New Optical Fiber forming up the Optical Ring from which it derives.”
CLAUSE 3 – Miscellaneous
3.1 All the terms herein starting with capital letters shall have the meaning set forth thereto in the Agreement, unless if this Amendment contains an express definition.
3.2 All the provisions of the Agreement that have not been expressly altered by this Amendment shall remain in full force and effect.
In witness whereof, the Parties sign this present Amendment in two (2) contents of equal tenor and form, before the presence of the undersigned witnesses.
Rio de Janeiro, August 29, 2008.
________________________________________________________________________
LESSORS
________________________________________________________________________
LESSEE
Witnesses:
1. __________________________
Name:
Individual taxpayer’s ID (CPF):
Identity Card (RG):
1. __________________________
Name:
Individual taxpayer’s ID (CPF):
Identity Card (RG):
