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Exhibit 10.1
Dated as of January 31, 2001
Dear Mr. Fernando J. Espuelas:
Reference is made to the letter agreement dated as of December 28,
2000 (the "Existing Agreement"), between you and StarMedia Network, Inc.
(sometimes referred to herein as the "Company", "we", "us" or "our"), with
respect to a $1,000,000 line of credit. We have agreed to amend the Existing
Agreement in various respects, including, but not limited to, increasing the
line of credit as described below. Therefore, the Existing Agreement shall, as
of the date hereof, be amended and restated in its entirety and superseded by
this letter. Accordingly, we are pleased to confirm that, subject to the terms
and conditions set forth below, we are granting to you a line of credit (the
"Line of Credit") for the making of loans, the proceeds of which shall be used
for a purpose other than the purpose, whether immediate, incidental, or
ultimate, of buying or carrying "margin stock", as such term is defined in
Regulation U of the Board of Governors of the Federal Reserve System in a
maximum aggregate principal amount not to exceed $4,000,000, which amount does
not exceed the Market Value (as hereinafter defined) as of the date hereof of
the shares of common stock of the Company pledged as collateral under section 4
of this letter, such Line of Credit to be available until the third anniversary
of the date of this letter, unless sooner terminated pursuant to section 6 or
section 10 of this letter.
1. Borrowings. You may make a borrowing from time to time under the
Line of Credit by delivering a signed written request for payment in the form of
Exhibit A hereto to us at 75 Varick Street, New York, New York 10013, Attention:
Justin Macedonia, or to such
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other address or other person as we may hereafter specify to you in writing,
together with the Form G-3 specified in such Exhibit. The date requested for
disbursement of a borrowing must be a business day (a "business day" is a day on
which we are open for business and that is not a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or required by law to
remain closed). If your request for payment is received by us at least two
business days before the requested disbursement date, we will pay the amount of
the borrowing on that disbursement date; otherwise, we will make payment as soon
as reasonably practicable after receipt of your request for payment.
Each request for payment must be in a minimum amount of $5,000 and
in whole multiples of $1,000 if above $5,000.
You acknowledge and agree that all outstanding borrowings previously
made by us to you under the Existing Agreement or otherwise will, as of the date
hereof, be subject to and covered by this letter and be deemed to constitute
borrowings under the Line of Credit.
2. Interest Rate. You agree to pay interest at the rate of six and
three-quarters (6-3/4%) percent per annum on any amount borrowed under the Line
of Credit from the date borrowed until the date repaid in full. Interest will be
calculated on the basis of a year of 365 or 366 days, as the case may be, for
the actual number of days elapsed in the applicable period of the calculation.
3. Payments and Prepayments.
(a) Payments. Subject to sections 8, 9 and 10 of this letter,
if not sooner repaid, or required to be repaid under section 6 of this letter,
you will pay the principal
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amount of all borrowings, together with all accrued and unpaid interest, on the
third anniversary of the date of this letter.
All payments of principal, interest and any other amounts payable by
you under this letter will be made to us at our office at 75 Varick Street, New
York, New York 10013 or at such other place as we direct you. If any date of
payment is not a business day, payment shall be made on the next succeeding
business day.
(b) Optional Prepayments. You may prepay any amounts borrowed
in whole or in part in amounts of at least $1,000 (or, if less, the aggregate
principal amount of all borrowings then outstanding) at any time without premium
or penalty. We are authorized to record the date and amount each payment or
prepayment of principal with respect to a loan (as well as the amount of each
borrowing thereof) in our internal records and/or on the schedule attached
hereto as Exhibit B, and any such notation shall constitute prima facie evidence
of the accuracy of the information so recorded; provided, however, that any
failure by us to make any such notation shall not affect your obligation with
respect to the borrowings hereunder. Amounts so prepaid may be reborrowed so
long as the aggregate principal amount of borrowings outstanding at any one time
does not exceed the maximum amount set forth in the first paragraph of this
letter.
4. Security Interest. In order to secure the principal amount of and
all interest owed with respect to any and all borrowings under the Line of
Credit and all other amounts owed to us under this letter, you hereby grant to
us a security interest in 1,000,000 of the shares of common stock of the Company
owned by you, together with any certificates representing or evidencing those
shares, and all cash, interest, dividends, rights, investment property,
distributions, general intangibles and other property at any time and from time
to time
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received, receivable or otherwise distributed in respect of or in exchange for
any or all of those shares, including, but not limited to, any additional
shares, securities or equity interests obtained by virtue of any
reclassification of or stock dividends on or "splits" of those shares or in
connection with any merger, consolidation, reorganization or recapitalization of
the Company, and all other proceeds of those shares and the other property
previously mentioned. You will from time to time take all actions requested by
us which are reasonably necessary in order to create, maintain and perfect our
valid, first priority security interest in any and all of the collateral then
subject to our security interest under this letter (the "Collateral") including,
without limitation, obtaining, executing, delivering and/or filing financing
statements, control agreements, security agreements and other notices,
instruments or documents of any kind, and amendments and renewals thereto, and
delivering to us the certificates representing or evidencing any shares,
together with stock powers with respect thereto duly executed by you in blank or
as we may otherwise request. You authorize us to execute and file at any time
such financing statements (including, but not limited to, a financing statement
in lieu of a continuation statement pursuant to the Uniform Commercial Code as
in effect from time to time) without your signature and, if upon request you
fail to do so, to execute such control agreements, security agreements or other
notices, instruments or documents on your behalf. You will not sell, assign,
transfer, exchange or otherwise dispose of, or grant any option with respect to,
the Collateral nor will you create, incur or permit to exist any lien or
encumbrance of any nature with respect to any of the Collateral, any interest
therein or any proceeds thereof (except for the lien created by this letter)
without, in each case, the prior written consent of the Company. Within one
business day after the repayment in full of all outstanding borrowings and any
other amounts due
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hereunder and the termination of the Line of Credit, we will release and return
to you any Collateral then in our possession.
5. Miscellaneous.
(a) Amendments. No amendment of any provision of this letter
shall be effective unless in writing and signed by both of us.
(b) Costs and Expenses. You agree to pay all of our reasonable
expenses (including, but not limited to, reasonable legal fees and
disbursements) of every kind in connection with the enforcement of our rights
with respect to the Line of Credit.
(c) Continuing Obligation. This letter shall be your
continuing obligation, shall survive the termination of the Line of Credit and
shall be binding on you, your legal representatives, executors, administrators,
heirs and successors. You may not sell, assign or otherwise transfer all or any
part of this letter or any rights or obligations hereunder without our prior
written consent, and any attempted sale, assignment or transfer in violation
hereof shall be void.
(d) Submission to Courts. You consent to the jurisdiction of
the courts in the State of New York for all purposes in connection with this
letter.
(e) Law. This letter is governed by New York law.
6. Termination. If a termination of your employment occurs for any
reason or if any one or more of the following events occur, we have the right,
at our option, to immediately terminate the Line of Credit upon written notice
to you and will then have no obligation to permit any additional borrowings
under this letter and, thirty (30) days after any one or more of the following
events occur, the entire unpaid principal amount of any borrowings, together
with all accrued and unpaid interest (subject to, with respect to the event
described in
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paragraph (b) of this section 6, reduction as provided therein) and any other
amounts owed under this letter shall become due and payable without any notice,
presentment, protest or demand by us (all of which you agree are waived):
(a) You make an assignment for the benefit of your creditors,
or you file a petition in bankruptcy, or you are adjudicated insolvent or
bankrupt, or an order for relief is entered for you as a debtor under the
federal Bankruptcy Code, or you petition or apply to any court or other
authority for the appointment of a receiver or trustee for all or any
substantial part of your property or assets; or there is commenced against you
any such proceeding which remains undismissed at the end of such thirty (30)
days; or you, by an act or failure to act on your part, indicate your consent,
approval or acquiescence in any such proceeding or the appointment of any
receiver or trustee for all or substantially all of your property or assets and
such receiver or trustee is not discharged at the end of such thirty (30) days;
or
(b) You die; provided, however, that in such event, $1,000,000
in aggregate principal amount of borrowings then outstanding (or such lesser
amount as may then be outstanding), together with accrued but unpaid interest on
such amount, will be forgiven and released.
The Line of Credit will also terminate as provided in section
10(c)(ii) of this letter and, on the Put Closing Date or Call Closing Date (as
such terms are hereinafter defined), as the case may be, the entire unpaid
principal amount of any outstanding borrowings, together with all accrued and
unpaid interest and any other amounts owed under this letter, shall become due
and payable without any notice, presentment, protest or demand by us (all of
which you agree are waived).
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7. Remedies. If you do not pay any amounts when they are due under
the terms of this letter, we can take any action that is permitted by law with
respect to the Collateral. This may include obtaining the possession of and
selling or otherwise disposing of any or all of the Collateral.
8. Limited Recourse. Notwithstanding of any other provision of this
letter or the Employment Agreement, dated as of December 28, 2000, between us
and you (as it may be amended, restated, supplemented or otherwise modified from
time to time, the "Employment Agreement") to the contrary, your obligation to
pay the principal amount of and any interest on any borrowings under the Line of
Credit, and any other amounts owing hereunder, are enforceable by us solely
against the Collateral, and you will not be personally liable for payment of
such principal, interest or other amounts nor will any of such principal,
interest or other amounts be permitted to be set off against any amounts that
may be due to you under the Employment Agreement.
9. Additional Loan Forgiveness. $1,000,000 in aggregate principal
amount of any borrowings then outstanding under the Line of Credit (or such
lesser amount as may then be outstanding), together with accrued but unpaid
interest on such amount, will be forgiven and released upon the date of the
first to occur of (a) a Change of Control (as such term is defined in section
10(e) of this letter), provided that you are employed by us on that date, (b)
the termination of your employment by us other than pursuant to Section 6.3 of
the Employment Agreement or (c) the termination of your employment with us by
you for Good Reason (as such term is defined in Section 6.5(c) of the Employment
Agreement. Amounts due under the Line of Credit will also be forgiven and
released as provided in section 10(c)(ii) of this letter.
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10. Put and Call.
(a) In the event of the occurrence of a Change of Control (as
hereinafter defined) (such event being hereinafter referred to as a "Change in
Control Event"), you may, by written notice to us given not more than 60 days
following the Change in Control Event (the "Put Notice"), require us to purchase
1,000,000 shares of common stock of the Company then owned by you (subject to
adjustment pursuant to section 10(f) of this letter). (The shares of common
stock of the Company or other securities or property subject to the Put Notice
are referred to as the "Put Shares".) Any such purchase and sale shall be
effected on the date which is the 90th day following the Change in Control Event
or, if not a business day, the next following business day (the "Put Closing
Date"). The per Put Share price shall be equal to the Fair Market Value (as
hereinafter defined) of a Put Share as of the date of the Change in Control
Event, subject to the provisions of section 11 of this letter (such applicable
per Put Share price is hereinafter referred to as the "Put Purchase Price").
Your rights pursuant to this section 10(a) are referred to hereinafter as the
"Put".
(b) If on May 31, 2002 (the "Call Notice Date"), any amounts
borrowed under the Line of Credit or any interest thereon remain outstanding, we
may, by written notice to you given at least 120 days prior to the Call Notice
Date (the "Call Notice"), require you to sell to us a sufficient number of
shares of common stock of the Company, up to 1,000,000 shares (subject to
adjustment pursuant to section 10(f) of this letter), to pay off such
outstanding amounts. (The shares of common stock of the Company or other
securities or property subject to the Call Notice are referred to as the "Call
Shares".) Any such purchase and sale shall be effected on the Call Notice Date
or, if not a business day, the next following business day (the "Call Closing
Date"), and at a per Call Share price (the "Call Purchase Price")
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equal to the greater of (i) $6.00 per Call Share (the "Floor Price") and (ii)
the Fair Market Value of a Call Share as of the date of the delivery of the Call
Notice. Our rights under this section 10(b) are exercisable regardless of
whether we at any time have a valid, binding security interest in any shares of
common stock of the Company or other securities or property or whether you own
any such shares at the time of our exercise of these rights or on the Call
Closing Date. Our rights pursuant to this section 10(b) are hereinafter referred
to as the "Call".
(c) If a Put Notice or Call Notice is delivered, and we have
not agreed to a mutual rescission of the Put Notice or Call Notice, as the case
may be, then the closing of the purchase (the "Put/Call Closing") shall proceed
as follows:
(i) The Put/Call Closing shall be held either at our
principal office on the Put Closing Date or Call Closing Date, as
the case may be, or at such other place or on such other date as we
and you may agree.
(ii) At the Put/Call Closing, we shall purchase the
Put Shares or the Call Shares, as applicable (the "Shares") for the
Put Purchase Price or the Call Purchase Price, as the case may be.
The Put Purchase Price or the Call Purchase Price, as the case may
be, shall be applied first to pay off any amounts remaining due
under the Line of Credit with any remaining amount of the Put
Purchase Price or Call Purchase Price, as the case may be, delivered
in cash to you (at which time the Line of Credit will terminate). If
the Put Purchase Price is not sufficient to repay the Line of Credit
in full, the Put Purchase Price will nevertheless be accepted as
payment in full of all amounts then due under the Line of Credit and
all remaining amounts due shall be deemed forgiven and released. You
shall deliver the certificates evidencing the Shares to be purchased
by us, duly endorsed to us, together with all such other documents
and
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instruments as are reasonably necessary to transfer good title to
such Shares, free and clear of all liens, other than those created
by us.
(iii) Our obligation and your obligation to proceed with
the Put/Call Closing shall be conditioned upon, and the scheduled
Put Closing Date or Call Closing Date, as the case may be, shall be
extended to 10 days following the last to occur of, the receipt of
all material governmental and regulatory consents, approvals or
waivers, if any, that may be required and the lapse of all waiting
or blackout periods that may apply in connection with the purchase
and sale of the Shares; provided, however, that we shall not be
obligated to purchase and you shall not be obligated to sell any
Shares to the extent that proceeding with such transaction would
violate any law, rule or regulation applicable to us, you, or any of
our or your respective affiliates or respective businesses or
assets, or subject any of the foregoing to any injunction or other
equitable remedy of any court or governmental entity, and any
Put/Call Closing Date shall be delayed for no more than 180 days if
delaying the transaction would permit both us and you to proceed
with the transaction without any such violation, injunction or other
equitable remedy. We and you shall each use all reasonable efforts
in cooperation with each other promptly to eliminate all legal
impediments to effecting, and make all filings, give all notices and
secure all consents, approvals and waivers that may be required in
connection with, the purchase and sale of the Shares.
(d) The Put and the Call may each be exercised only once.
(e) For purposes of this letter, "Change of Control" shall
mean:
(i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as
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amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of greater than 50% of either (A) the then outstanding shares
of common stock of the Company (the "Outstanding Company Common
Stock") or (B) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities"),
or the making of any agreement with the Company to effect the
foregoing; provided, however, that for purposes of this subsection
(i), the acquisition of any securities of the Company by any
employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company shall not
constitute a Change of Control; or
(ii) individuals who, as of December 28, 2000,
constitute the Board of Directors of the Company (the "Incumbent
Board") cease for any reason to constitute at least a majority of
the Board of Directors of the Company (the "Board"); or
(iii) the Company enters into an agreement with respect
to a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company
(a "Business Combination"), in each case, unless, following such
Business Combination, (A) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more
than 50% of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business
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Combination (including, without limitation, a corporation which as a
result of such transaction owns all of the common stock of the
Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (B) no
person, company or other entity (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly or
indirectly, 50% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the
extent that such ownership existed in the Company prior to the
Business Combination and (C) at least a majority of the members of
the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(iv) approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
(f) The number of Shares subject to the Put and Call (and any
shares of stock or other securities or property subject to the Put and the Call
as a result of an adjustment under this section 10(f)) and the Floor Price are
subject to adjustment as follows:
(i) The Floor Price shall be proportionally decreased
and the number of Shares subject to the Put or Call (or any shares
of stock or other securities at
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the time subject to the Put or Call) shall be proportionally
increased to reflect any stock split or subdivision of the Shares.
The Floor Price shall be proportionally increased and the number of
Shares subject to the Put or Call (or any shares of stock or other
securities a the time subject to the Put or Call) shall be
proportionally decreased to reflect any combination of the Shares.
(ii) In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled
to receive, a dividend or other distribution with respect to the
Shares (or any shares of stock or other securities at the time
subject to the Put or Call) payable in (a) securities of the Company
or (b) assets (excluding cash dividends paid or payable solely out
of retained earnings), then, in each such case, if the Put or Call
is exercised at any time after the consummation, effective date or
record date of such dividend or other distribution, you (in the case
of your exercise of the Put) shall require us to buy and we (in the
case of our exercise of the Call) shall be entitled to require you
to sell, in addition to the Shares (or such other stock, securities
or property) subject to the Put or Call prior to such date, and
without the payment of additional consideration therefore, the
securities or such other assets of the Company to which you (in the
case of the exercise of the Put) or we (in the case of the exercise
of the Call) would have been entitled upon such date if you had
exercised the Put or we had exercised the Call on the date hereof
and had thereafter, during the period from the date hereof to and
including the date of such exercise, retained such shares and/or all
other additional stock and property during such period giving effect
to all adjustments called for by this section 10(f).
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(iii) If the Company, by reclassification of securities
or otherwise, shall change any of the securities as to which
purchase or sale rights pursuant to the Put or Call exist into the
same or a different number of securities of any other class or
classes, the Put and the Call shall thereafter represent the right
to sell or acquire such number and kind of securities as would have
been subject to the Put or Call as the result of such change with
respect to the securities that were subject to the Put or Call
immediately prior to such reclassification or other change and the
Floor Price shall be appropriately adjusted, all subject to further
adjustment as provided in this section 10(f).
(iv) In case of any capital reorganization of the
capital stock of the Company (other than a combination,
reclassification, exchange or subdivision of shares otherwise
provided for herein), or any merger or consolidation of the Company
with or into another corporation, or the sale of all or
substantially all the assets of the Company then, and in each such
case, as a part of such reorganization, merger, consolidation, sale
or transfer, lawful provision shall be made so that you shall
thereafter be entitled to sell (in the case of the Put) and we shall
be entitled to buy (in the case of the Call), during the period
specified herein and upon payment of the Put Purchase Price or Call
Purchase Price, as applicable, then in effect, the number of shares
of stock or other securities or property of the successor
corporation resulting from such reorganization, merger,
consolidation, sale or transfer that you would have been entitled to
sell (in the case of the Put) and we would have been entitled to
purchase (in the case of the Call) if the Put or Call had been
exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment
as provided in this section 10(f). The foregoing provisions of this
section 10(f)(iv) shall similarly apply to
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successive reorganizations, consolidations, mergers, sales and
transfers and to the stock or securities of any other corporation
that are at the time subject to the Put or Call. If the per-share
consideration payable for shares in connection with any such
transaction is in a form other than cash or marketable securities,
then the value of such consideration shall be determined in good
faith by the Board. In all events, appropriate adjustment (as
determined in good faith by the Board) shall be made in the
application of the provisions of the Put and Call with respect to
the rights and interests of you and us after the transaction, to the
end that the provisions of the Put and Call shall be applicable
after that event, as near as reasonably may be, in relation to any
shares or other property deliverable after that event upon exercise
of the Put or Call.
(v) In case all or any portion of the authorized and
outstanding shares of common stock of the Company are redeemed or
converted or reclassified into other securities or property pursuant
to the Company's Certificate of Incorporation or otherwise, or the
common stock otherwise ceases to exist, then, in such case, you
(upon exercise of the Put) and we (upon exercise of the Call), at
any time after the date on which the common stock is so redeemed or
converted, reclassified or ceases to exist (the "Termination Date"),
shall be entitled to sell (in the case of the Put) or purchase (in
the case of the Call), in lieu of the number of shares of common
stock that would have been subject to the Put or Call immediately
prior to the Termination Date, the securities or property that would
have been received if the Put or Call had been exercised in full and
the common stock to be sold or purchased thereupon had been
simultaneously redeemed, converted or reclassified, as the case may
be immediately prior to the Termination Date, all subject to further
adjustment as provided in this section 10(f). Additionally, the
Floor
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Price shall be immediately adjusted to equal the quotient obtained
by dividing (x) the aggregate Floor Price of the maximum number of
shares of common stock for which the Call was exercisable
immediately prior to the Termination Date by (y) the number of
shares of common stock of the Company for which the Call is
exercisable immediately after the Termination Date, all subject to
further adjustment as provided in this section 10(f).
11. Determination of Fair Market Value.
(a) In the event of a Change in Control Event that either (i)
is a Business Combination, as defined in clause (iii) of Section 10(e) of this
letter, or (ii) results from an acquisition of shares in the market pursuant to
a tender offer, the "Fair Market Value" of the Shares (including any shares of
stock or other securities or property subject to the Put or the Call as a result
of an adjustment under section 10(f) of this letter) shall equal the value of
the consideration received or to be received in connection therewith per Share,
determined as of the date of the Change in Control Event. To the extent that any
of such consideration consists of securities or property other than cash
("non-cash consideration"), the value of such non-cash consideration shall be
deemed to be its Market Value (as hereinafter defined).
(b) In the event of any Change in Control Events other than
those referred to in Section 11(a), and for the calculation of the Call Purchase
Price, the "Fair Market Value" of the Shares (including any shares of stock or
other securities or property subject to the Put or the Call as a result of an
adjustment under section 10(f) of this letter) shall equal the average of the
Market Values thereof for the five market trading days immediately preceding the
date of the Change in Control Event or the date of the delivery of the Call
Notice, as the case may be.
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(c) The term "Market Value", with respect to any security or
other property as of any date, shall mean:
(i) if such security or other property is listed on
any established stock exchange or a national market system,
including without limitation the Nasdaq National Market or The
Nasdaq SmallCap Market of The Nasdaq Stock Market, the closing sales
price therefor (or the closing bid price, if no sales were reported)
on the market trading day immediately preceding such date, as quoted
on such exchange or system, as reported in the Eastern Edition of
The Wall Street Journal; or,
(ii) if the security or other property is regularly
quoted by a recognized securities dealer but selling prices are not
reported, the mean between the high bid and low asked prices
therefor on the market trading day immediately preceding such date;
or
(iii) if there is no established market for such
security or other property, the value as determined by the Board in
good faith based on the then most recently completed arms' length
transaction between the issuer or owner of the other property, as
the case may be, and a person or entity other than an affiliate of
the issuer or such owner (if such information is available to the
Board) and such other factors as the Board may determine.
12. Prior Agreements Superseded. This letter shall completely and
fully supersede all prior undertakings or agreements, both written
and oral, between you and us relating to the Line of Credit, any
borrowings thereunder or any forgiveness provisions relating
thereto, including those entered into in anticipation of this
letter. To the extent of any conflict
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between this letter on the one hand and the Employment Agreement or any other
related document on the other hand, this letter shall control as between you and
us.
13. JURY TRIAL WAIVER. BOTH WE AND YOU WAIVE TRIAL BY JURY IN ANY
LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
ARISING OUT OF OR RELATED TO THIS LETTER.
If the foregoing is acceptable to you, please sign and return to us
the enclosed copy of this letter.
Very truly yours,
StarMedia Network, Inc.
By /s/ Justin K. Macedonia
--------------------------------------------
Name: Justin K. Macedonia
Title: Senior Vice President and General Counsel
AGREED TO AND ACCEPTED AS OF THE DATE WRITTEN ABOVE:
/s/ Fernando J. Espuelas
- ----------------------------------------------------
Fernando J. Espuelas
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EXHIBIT A
Star Media Network, Inc.
75 Varick Street
New York, NY 10013
Attention: Justin Macedonia
Re: Request for Borrowing
Gentlemen:
Pursuant to the letter agreement between StarMedia Network, Inc. and
the undersigned dated as of January 31, 2001 (the "Letter Agreement"), I hereby
request an advance of a loan in the amount of $____________(1) under the Line of
Credit (as defined in the Letter Agreement), to be disbursed on _______________
(which is a "business day", as defined in the Letter Agreement) as
follows:_______________________________________________________________________
________________________________(2) I understand that proceeds of the loan are
to be used only for the purposes specified in the first paragraph of the Letter
Agreement. To that end, I have completed the relevant sections of Federal
Reserve Board Form G-3 and have attached such Form G-3 to this request for
borrowing.
----------------------------------------------------
Fernando J. Espuelas
---------------------
Date:
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(1) Must be in a minimum amount of $5,000 and whole multiples of $1,000 above
that amount.
(2) Insert payment/wire instructions.
<Page>
EXHIBIT B
SCHEDULE TO LETTER AGREEMENT
DATED AS OF JANUARY 31, 2001
BETWEEN FERNANDO J. ESPUELAS AND STARMEDIA NETWORK, INC.
Unpaid
Amount Amount of Principal Notation
Date of Loan Principal Paid Balance made by
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