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Title: |
Contribution Agreement |
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Entities: |
America Online Inc.; America Online Latin America Inc.; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo; Riverview Media Corp. |
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Date: |
2000 |
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Size: |
Preview shows 3KB of 13KB total |
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Price: |
$41 |
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ID: |
#198025 |
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CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (this "AGREEMENT") dated as of July 3, 2000,
is by and among AMERICA ONLINE, INC., a Delaware corporation ("AOL"), RIVERVIEW
MEDIA CORP., a British Virgin Islands corporation ("ODC"), AMERICA ONLINE LATIN
AMERICA, S.L., a limited liability company organized under the laws of the
Kingdom of Spain (the "COMPANY"), and AMERICA ONLINE LATIN AMERICA, INC., a
Delaware corporation ("AOLA").
R E C I T A L S
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A. AOL is the owner of all of the outstanding capital stock of AOL Latin
America Holdings, Inc., a Delaware corporation, which in turn owns 50% of the
limited liability company interests in the Company.
B. ODC is the owner of 98.04% of the outstanding capital stock of
Federal Communications Corp., a corporation organized under the laws of the
Oriental Republic of Uruguay, which in turn owns 50% of the limited liability
company interests in the Company.
C. AOL and ODC have formed AOLA to act as a holding company that will
hold the outstanding equity interests of the Company and, indirectly, the equity
interests of the operating entities to conduct the business currently being
conducted by the Company and its subsidiaries, and have filed a Registration
Statement on Form S-1 with the United States Securities and Exchange Commission
relative to shares of Class A Common Stock, par value $0.01 per share, of AOLA
in connection with the contemplated offering of such Class A Common Stock to the
public upon the effectiveness of the Registration Statement.
D. AOL and ODC have each agreed to contribute additional capital to the
Company and AOLA as set forth herein.
NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual
covenants, agreements and conditions set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AGREEMENT TO CONTRIBUTE.
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(a) Each of AOL and ODC (each, a "Contributing Party") shall make an
additional contribution in cash on, or at such Contributing Party's election,
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