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 10.32
AMENDMENT #8 TO MASTER AGREEMENT
FOR VALUE ADDED SERVICES (BRAZIL) BY AND BETWEEN
AOL BRASIL LTDA. AND EMPRESA BRASILEIRA DE TELECOMUNICACOES S.A. -
EMBRATEL
This Amendment (the "Amendment #8"), effective as of November 01, 2001
("Amendment Date"), is entered into by and between AOL BRASIL LTDA., a Brazilian
corporation headquartered at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇(▇▇▇▇▇▇). Andar, ▇▇▇▇▇
▇▇▇▇▇, 08090-500, Sao Paulo - SP, registered with the Ministerio e Fazenda under
number 03.032.579/0001-62, represented by its Director, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇,
hereinafter called AOL, and EMPRESA BRASILEIRA DE TELECOMUNICACOES S.A. -
EMBRATEL, a Brazilian corporation headquartered at ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇▇▇,
▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ - ▇▇, registered with the Ministerio e Fazenda under
number 33.530,486/0001-29, represented by its Executive Account Manager,
Valdinei ▇▇▇▇▇▇▇ ▇▇▇▇▇, and its Account Manager, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
hereinafter called EMBRATEL, and modifies, and is incorporated into, the Master
Agreement for Value Added Services (Brazil) dated October 18, 1999 by and
between AOL and EMBRATEL (the "Agreement").
This Amendment modifies the section of the Agreement as indicated
below. Unless modified herein, all other terms defined in the Agreement shall
have the same meaning when used in this Amendment.
All terms and conditions of the Agreement not otherwise specifically
modified in this Amendment remain unchanged and in full force and effect.
In the case of conflict between the terms of this Amendment and the
remaining terms and conditions of the Agreement or another terms Amendments, the
terms of this Amendment shall control.
1. THE OBJECT
1.1 This agreement has for object modifies the item 3, International
Transit Fees, letter "c" of the Amendment Number 01/2000, so describe below:
"(c) US$ [ ** ] per month to the STM-1 capacity on the
Americas II Circuit.
The prices presented above do not include any taxes.
The International Transit Fees are for an international
circuit from AOL in Virginia - USA, terminating in one of
EMBRATEL's operations buildings in Sao Paulo - Brazil. Any
changes to the circuit termination outside of EMBRATEL's
facilities in the city of Sao Paulo may require price
adjustment."
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective
the Amendment Date.
Sao Paulo, November 01, 2001
EMPRESA BRAS. TELECOMUNICACOS S/A AOL BRASIL LTDA.
EMBRATEL
By: /s/ VALDINEL ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------- -------------------------------------
Valdinel ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
EXECUTIVE ACCOUNT MANAGER VICE-PRESIDENT
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
ACCOUNT MANAGER
WITNESSES:
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ By:
--------------------------- ------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
2