**Exhibit 4.15**FIRST AMENDMENT dated as of October 3, 2007 (this“Amendment”) to the STOCK PURCHASE AGREEMENT dated as of December14, 2006 (the “Stock Purchase Agreement”) by and among CLAXSONINTERACTIVE GROUP INC., a British Virgin Islands company(“Claxson”), CLAXSON USA II, INC., a Florida corporation(“Claxson USA”), EL SITIO, INC., a British Virgin Islands company(“El Sitio”), SANTORI N.V., a Netherlands Antilles corporation(“Santori”), MOREHAVEN INVESTMENTS, INC., a British Virgin Islandscompany (“Morehaven”) and MADARY S.A., a Uruguayan company(“Madary” , together with, Claxson, Claxson USA, El Sitio,Santori, and Morehaven are referred to herein as the “Sellers”)and TURNER INTERNATIONAL, INC., a Georgia corporation (“TII”),TURNER INTERNATIONAL HOLDING COMPANY, a Georgia corporation(“TIHC”) and TURNER INTERNATIONAL LATIN AMERICA NETWORKS LLC, aGeorgia limited liability company (“TILAN” and together with TIIand TIHC, the “Turner Entities”).     WHEREAS the Sellers and the Turner Entities wish to amend the Stock Purchase Agreement.     NOW THEREFORE, in consideration of the premises and the agreements, provisions and covenantscontained herein, and for other good and valuable consideration, the sufficiency and receipt ofwhich is hereby acknowledged the parties hereto hereby agree as follows:     SECTION 1. Defined Terms. Capitalized terms used and not defined herein shall havethe meanings assigned to such terms in the Stock Purchase Agreement, except that reference to“Purchasers” and “each Purchaser” in the Stock Purchase Agreement shall be read to mean “Purchaser”as defined herein.     SECTION 2. Amendment to Preamble. The Preamble to the Stock Purchase Agreement ishereby amended by deleting the words “(“TII”), Turner International Holding Company, a Georgiacorporation (“TIHC”) and Turner International Latin America Networks LLC, a Georgia limitedliability company (“TILAN” and together with TII and TIHC, the “Purchasers”)” and replacing it withthe words “(the “Purchaser” or “TII”)”.     SECTION 3. Amendment to Section 1.01. (a) The definition of the term “PurchasePrice” set forth in Section 1.01 of the Stock Purchase Agreement is hereby amended by deletingthe number “$235,000,000” set forth therein and substituting therefor the number “$234,000,000.70”.     (b) Section 1.01 of the Stock Purchase Agreement is hereby amended by adding the followingdefinitions in the appropriate alphabetical order:
 

 
“Amendment to Iberia Representation Agreement” means the Enmienda alAcuerdo de Distribucion y Representacion con efectos al 1 de Enero de 2007, entreImagen Satelital S.A., por una parte, y por otra Bunary S.A (Amendment to theDistribution and Representation Agreement between Imagen Satelital S.A. and BunaryS.A. dated as of January 1, 2007) as of the Closing, such agreement to be in formand substance reasonably satisfactory to Sellers and Purchaser.“Amendment to Program Origination Services Agreement” means the firstamendment to the program origination services agreement between Imagen and PTVLA asof the Closing, such agreement to be in form and substance reasonably satisfactoryto Sellers and Purchaser.“Amendment to Sales Services Agreement — Contribution” means the firstamendment to the amended and restated sales services agreement between Imagen andContribution S.R.L. as of the Closing, such agreement to be in form and substancereasonably satisfactory to Sellers and Purchaser.“Amendment to Sales Services Agreement — PTVLA” means the first amendmentto the amended and restated sales services agreement between Imagen and PTVLA as ofthe Closing, such agreement to be in form and substance reasonably satisfactory toSellers and Purchaser.“Amendment to Sales Services Agreement — Venus” means the first amendmentto the sales services agreement between Imagen and Venus TV Inc., a subsidiary ofPTVLA, as of the Closing, such agreement to be in form and substance reasonablysatisfactory to Sellers and Purchaser.“Amendment to Transponder Lease Agreement — Claxson” means the fifthamendment to the full-time transponder lease agreement between Intelsat Corporationand Claxson USA as of the Closing, such agreement to be in form and substancereasonably satisfactory to Sellers and Purchaser.“Amendment to Transponder Lease Agreement — Turner” means the fourthamendment to full-time transponder service agreement for television servicedelivery in the atlantic region (pre-launch) between Turner Broadcasting System,Inc. and Intelsat Corporation as of the Closing, such agreement to be in form andsubstance reasonably satisfactory to Sellers and Purchaser.“Film Storage Services Agreement” means the film storage services agreementto be entered into by Imagen and ESDC, S.A., an Argentine corporation, as of theClosing, such agreement to be in form and substance reasonably satisfactory toSellers and Purchaser.“Satellite Transponder Segment Agreement” means the satellite transpondersegment agreement between Turner Broadcasting System,
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Inc. and PTVLA as of the Closing, such agreement to be in form and substancereasonably satisfactory to Sellers and Purchaser.“Technical Services Agreement” means the technical services agreementbetween Imagen and PTVLA as of the Closing, such agreement to be in form andsubstance reasonably satisfactory to Sellers and Purchaser.     SECTION 4. Amendment to Section 2.06. Section 2.06 of the Stock Purchase Agreementis hereby amended such that the Sellers shall be required to prepare a Closing Date Balance Sheetand a Statement setting forth calculations of Closing Working Capital as of September 30, 2007 andin connection with the preparation of such Closing Date Balance Sheet and Statement each Sellerhereby represents and warrants, jointly and severally, to the Purchaser, as of the Closing Date,that all payments, receipts, accruals and other adjustments between September 30, 2007 and theClosing Date and that would be disclosed on the Closing Date Balance Sheet and the Statement had itbeen prepared as of the Closing Date occurred in the usual, regular and ordinary course of businessin the same manner as previously conducted by the Sellers prior to the date of the Stock PurchaseAgreement in all material respects. For the avoidance of doubt the representation and warranty inthis Section 4 shall be deemed to be a representation and warranty for the purposes of Article IXof the Stock Purchase Agreement.     SECTION 5. Amendment to Section 5.08. Section 5.08 of the Stock Purchase Agreementis hereby amended by deleting Section 5.08 in its entirety and replacing it with the following:“Section 5.08. Other Closing Actions. On or prior to theClosing, the Sellers and the Purchaser shall cause the following AncillaryAgreements to be entered into: (a) Transition Services Agreements; (b)Amendment to Iberia Representation Agreement; (c) Amendment to ProgramOrigination Services Agreement; (d) Amendment to Sales Services Agreement — Contribution; (e) Amendment to Sales Services Agreement — PTVLA; (f)Amendment to Sales Services Agreement — Venus; (g) Amendment toTransponder Lease Agreement — Claxson; (h) Amendment to Transponder LeaseAgreement — Turner; (i) Assignment and Assumption Agreement; (j) EscrowAgreement; (k) Film Storage Services Agreement; (l) Satellite TransponderSegment Agreement; and (m) Technical Services Agreement.”     SECTION 6. Amendment to Schedule A. Schedule A to the Stock Purchase Agreement ishereby amended by deleting Schedule A in its entirety and replacing it with Schedule A to thisAmendment.     SECTION 7. Amendment to Schedule B. Schedule B to the Stock Purchase Agreement ishereby amended by deleting Schedule B in its entirety and replacing it with Schedule B to thisAmendment.
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     SECTION 8. Amendment to Schedule C. Schedule C to the Stock Purchase Agreement ishereby amended by deleting Schedule C in its entirety and replacing it with Schedule C to thisAmendment.     SECTION 9. Amendment to Exhibit 1.01(a). Exhibit 1.01(a) to the Stock PurchaseAgreement is hereby amended by adding the additional adjustments set forth in Exhibit 1 to thisAgreement.     SECTION 10. Representations and Warranties. Each party represents and warrants tothe other party that this amendment has been duly authorized, executed and delivered by it andconstitutes its legal, valid and binding obligation enforceable against it in accordance with itsterms, except as enforceability may be limited by bankruptcy, insolvency, moratorium,reorganization or other similar laws affecting creditors’ rights generally and except asenforceability may be limited by general principles of equity (regardless of whether suchenforceability is considered in a proceeding in equity or at law).     SECTION 11. Release of Claxson Guarantees. The Purchaser shall use its reasonablebest efforts to have Claxson released, as soon as practicable and in any event within 90 daysfollowing the Closing Date, from its guarantee of each of the agreements listed in Section 5.17 ofthe Disclosure Schedule under the heading HTV LLC. The Purchaser shall not be required to pay orcommit to pay any amount to (or incur any obligation in favor of) any Person from whom any suchrelease may be required other than in Claxson’s place substituting the Purchaser or one of itscreditworthy Affiliates as the guarantor. The Purchaser shall indemnify Claxson for any and allpayments Claxson pays in respect of such guarantees in respect of the failure to perform anyobligation under the agreements listed in Section 5.17 of the Disclosure Schedule under the headingHTV LLC after the Closing Date.     SECTION 12. Transfer of Domain Name. Sellers shall use their reasonable best effortsto cause their affiliate, OSite Informatica, to transfer the domain name www.muchmusic.com.br toImagen (or in the event Purchaser notifies Claxson in writing that the domain name should betransferred to a different entity that is an affiliate of Purchaser, to such entity), as soon aspracticable and in ay event within 90 days following the Closing.     SECTION 13. Stock Purchase Agreement. Except as specifically provided hereby, theStock Purchase Agreement shall continue in full force and effect in accordance with the provisionsthereof as in existence on the date hereof. After the date hereof any reference to the StockPurchase Agreement shall mean such Stock Purchase Agreement as modified hereby. Except asexpressly set forth herein, this Amendment shall not by implication or otherwise limit, impair,constitute a waiver of, or otherwise affect the rights and remedies of the parties under the StockPurchase Agreement, and shall not alter, modify, amend or in any way affect any of the terms,conditions, obligations, covenants or agreements contained in the Stock Purchase Agreement.
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     SECTION 14. Governing Law. This Amendment shall be governed by and construed,interpreted and enforced in accordance with the laws of the State of Delaware, without givingeffect to the principles of conflicts of law thereof.     SECTION 15. Counterparts. This Amendment may be executed in one or morecounterparts, all of which shall be considered one and the same agreement, and shall becomeeffective when one or more such counterparts have been signed by each of the parties and deliveredto the other parties.     SECTION 16. Title, Headings and Captions. The title, headings and captions in thisAmendment are for convenience and reference purposes only and shall not be considered a part of oraffect the construction or interpretation of any provision of this Amendment.     *[Remainder of page is intentionally left blank.]*
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by theirrespective authorized officers as of the day and year first written above.      **SELLERS:**