BANCO ITAU S. A., a financial institution with its headquarters in the City and State of Sao Paulo, at Praca Xxxxxxx Xxxxxx Xxxxx Aranha, 100, Torre Itausa, enrolled in the National Register of Legal Entities (C.N.P.J.) under No. 60.701.190/0001-04, in the capacity of collateral agent (the "COLLATERAL AGENT"), herein represented pursuant to its Bylaws;
BANCO ITAU S. A., a Brazilian financial institution, with headquarters in the City of Sao Paulo, State of Sao Paulo, at Praca Xxxxxxx Xxxxxx Xxxxx Aranha No. 100, Torre Itausa, enrolled in CNPJ under No. 60.701.190/0001-04, herein represented according to its Bylaws, as collateral agent (the "COLLATERAL AGENT").
BANCO ITAU S. A. Diretoria de Servicos para x Xxxxxxx de Capitais Address: Xx. Xxxxxxxxxx Xxxxxxx xx Xxxxxx Xxxxxxx, 707 - 9(a) andar - Jabaquara CEP: 04344-902 - Sao Paulo S.P.
BANCO ITAU S. A. Diretoria de Servicos para o Mercado de Capitais Endereco: Av. Engenheiro Armando de Arruda Xxxxxxx, 707 - 9(a) andar - Jabaxxxxx XXX: 00000-000 - Xxx Xxxxx - S.P. At.: Sr. Antonio Carlos Rodrigues Xxx: (00 00) 0000-0000
BANCO ITAU S. A., a financial institution, with head office in Sao Paulo, State of Sao Paulo (Brazil), at Praca Alfredo Egydio de Souza Aranha, no. 100, registered with CNPJ (Xxxxxxxxx Xxxxxxxx Xxxxxxxx) xxxxx Xx. 00.001.190/0001-04, hereinafter referred to as BANK, represented by its undersigned representatives; Mutually agree with the following terms and conditions: TYPE, AMOUNT AND OBJECT OF THE AGREEMENT BNDES, within the scope of the Emergency and Extraordinary Program of Financial Support to Public Utilities of Electric Power Generation and Independent Electric Power Producers created by the Board of Executive Officers of BNDES, pursuant to a legal provision enacted by Decree No. 4,475, of November 20, 2002, based on Law No. 10,438, of April 26, 2002, extends to the BENEFICIARY, by means of this Agreement, a credit in the amount of R$396,744,105.00 (three hundred and ninety-six million, seven hundred and forty-four thousand and one hundred and five reais), to be provided with resources funded by the National Treasury.
BANCO ITAU S. A., in its capacity as collateral agent under each of the Security Documents.
BANCO ITAU S. A., as identified above, herein represented pursuant to its Bylaws, as the centralizing bank ("CENTRALIZING BANK"); and
BANCO ITAU S. A. /s/ Mxxxxx Xxxx Xxxxx Mxxxxxxx /s/ Heli dx Xxxxxxx Name: Mxxxxx Xxxx Xxxxx Mxxxxxxx Title: Executive Vice-President Name: Heli dx Xxxxxxx Title: Managing Director WITNESSES: /s/ Exxxxx Xxxxxxx dos Sxxxxx Exxxxx Xxxxxxx dos Sxxxxx X.X. #1859009-1 (SSP-SP) /s/ Mxxxxx X. Xxxxxxx Mxxxxx X. Cxxxxxx X.X. #3972823-1 (SSP-RJ) Exhibit A
BANCO ITAU S. A.-Cayman Branch Itau Bank Limited c/o Banco Itau, S.A. Rua Boa Vista, 176, 14. andar, corpo 1 CEP 01014-919 Sao Paulo, SX, Xxxxxx Xxxxxx xxx Xxxtlemen: Reference is made to the Voting Agreement, dated as of March 8, 2002 (the "Voting Agreement"), by and among AOL Time Warner Inc., Banco Itau S.A., Banco Itau S.A.-Cayman Branch and Itau Limited (each a "Stockholder" and collectively, the "Stockholders"). Capitalized terms used in this letter and not defined herein will have the meanings ascribed to such terms in the Voting Agreement. Each Stockholder hereby agrees to amend the Voting Agreement by deleting Attachment 1 thereto and substituting Attachment 1 to this letter in lieu thereof. Each Stockholder further agrees that its obligations under Section 2.1 of the Voting Agreement with respect to the Charter Amendments shall apply to all the amendments contemplated by Attachment 1 (as substituted hereby), whether proposed in one or more than one stockholder proposal and whether effected through one or more filings with the Secretary of State of the State of Delaware of certificates of amendment to the Certificate and/or a restated certificate of incorporation of the Company which incorporate such changes (so long as (i) the amendments set forth in Attachment 1 to this letter are not combined with other amendments not set forth in Attachment 1 to this letter or otherwise to be effected in a manner, in either case, whereby the Stockholders are not able to separately vote solely on the amendments set forth in Attachment 1 to this letter without voting on other amendments not set forth in Attachment 1 to this letter and (ii) each amendment set forth in Attachment 1 to this letter is either to be (A) voted on and take effect at the same time as the other amendments set forth in Attachment 1 to this letter or (B) conditioned upon the approval by stockholders of, and simultaneous effectiveness of, each other amendment set forth in Attachment 1 to this letter). Except as expressly amended by this letter, the Voting Agreement is and shall continue to be in full force and effect in accordance with its terms. Your signature below indicates your acceptance of the foregoing. Very truly yours, AOL TIME WARNER INC. By: ______________________ Name: Title: Agreed and Acknowledged: BANCO ITAU, S.A. By:____________________________ Name: Title: BANCO ITAU, S.A. - CAYMAN BRANCH By:____________________________ Name: Title: ITAU BANK LIMITED By:____________________________ Name: ...
BANCO ITAU S. A. ------------------------------------------- Name: Name: Title: Title: NEW JOINING CREDITOR ------------------------------------------- Name: Name: Title: Title: Witnesses:
