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EXHIBIT 10.7
[AOLA LETTERHEAD]
March 30, 2001
CompuServe Interactive Services, Inc.
0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxx 00000-0000
America Online, Inc.
00000 XXX Xxx
Xxxxxx, XX 00000-0000
Ladies and Gentlemen:
This letter agreement is intended to set forth our agreement and
understanding with respect to the use and definition of the terms
"Stockholders' Agreement", "Certificate of Incorporation" and "Related
Agreements", as those terms are respectively used and defined in the AOL
License Agreement, dated as of August 7, 2000, by and between America Online,
Inc. ("AOL") and America Online Latin America, Inc. ("AOLA") (the "AOL License
Agreement"), the AOL Online Services Agreement, dated as of August 7, 2000, by
and between AOL and AOLA (the "AOL Online Services Agreement"), the CIS License
Agreement, dated as of August 7, 2000, by and between CompuServe Interactive
Services, Inc. ("CIS") and AOLA (the "CIS License Agreement") and the CIS
Online Services Agreement, dated as of August 7, 2000, by and between CIS and
AOLA (the "CIS Online Services Agreement," and together with the AOL License
Agreement, the AOL Online Services Agreement and the CIS License Agreement, the
"AOL and CIS Agreements"). The undersigned hereby acknowledge and agree to the
following:
1. The definition of the term "Stockholders' Agreement" as
defined in Attachment A of the AOL License Agreement, Attachment A of the CIS
License Agreement, and within the definition of "Related Agreements" in the AOL
Online Services Agreement and the CIS Online Services Agreement, and as
referenced throughout each such agreement, is hereby amended to mean the
Amended and Restated Stockholders' Agreement, dated as of the date hereof, by
and among AOLA, AOL, Aspen Investments, LLC and Atlantis Investments, LLC, as
the same may be amended or restated from time to time.
2. The definition of the term "Certificate of Incorporation" as
used in the CIS Online Services Agreement and referred to within the definition
of "Related Agreements" in both the CIS Online Services Agreement and the AOL
Online Services Agreement, and as referenced throughout each such agreement, is
hereby amended to mean the Restated Certificate of Incorporation, dated as of
the date hereof, as the same may be amended or restated from time to time.
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Except as expressly modified hereby, the AOL and CIS Agreements as of
the date hereof shall remain in full force and effect.
This agreement reflects the present agreement of the parties hereto
with respect to the modifications contemplated hereby and shall be binding upon
and enforceable against the parties hereto.
Any claim arising under or relating to this agreement shall be
governed by the internal substantive laws of the State of New York, without
regard to principles or conflict of laws.
Any term of this agreement may be amended or waived only with the
written consent of each of the parties hereto.
This agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.
All notices, requests, consents and other communications hereunder
shall be made in accordance with the provisions of the applicable AOL and CIS
Agreement.
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Please indicate your acceptance of the foregoing by signing and
returning the enclosed extra copy of this letter agreement.
Very truly yours,
AMERICA ONLINE LATIN AMERICA, INC.
By: /s/Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Its: CFO
The foregoing is agreed to and accepted
this 30th day of March 2001.
COMPUSERVE INTERACTIVE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Its: Vice President
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The foregoing is agreed to and accepted
this 30th day of March 2001.
AMERICA ONLINE, INC.
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Its: Executive Vice President and CFO
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