EXHIBIT 16
AOL TIME WARNER INC.
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
May 20, 2002
Banco Itau, S.A.
Banco Itau, S.A.-Cayman Branch
Itau Bank Limited
c/o Banco Itau, X.X.
Xxx Xxx Xxxxx, 000, 00. andar, corpo 1
CEP 01014-919
Sao Paulo, SP, Brasil
Ladies and Gentlemen:
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.
[REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
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:
Title:
Attachment 1
[see Attachment 1 to Exhibit 14]
