EX-4.15 First Amendment to the Stock Purchase Agre



 





Exhibit 4.15





FIRST AMENDMENT dated as of October 3, 2007 (this
“Amendment”) to the STOCK PURCHASE AGREEMENT dated as of December
14, 2006 (the “Stock Purchase Agreement”) by and among CLAXSON
INTERACTIVE 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 Islands
company (“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, a
Georgia limited liability company (“TILAN” and together with TII
and 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 covenants
contained herein, and for other good and valuable consideration, the sufficiency and receipt of
which is hereby acknowledged the parties hereto hereby agree as follows:



     SECTION 1. Defined Terms. Capitalized terms used and not defined herein shall have
the 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 is
hereby amended by deleting the words “(“TII”), Turner International Holding Company, a Georgia
corporation (“TIHC”) and Turner International Latin America Networks LLC, a Georgia limited
liability company (“TILAN” and together with TII and TIHC, the “Purchasers”)” and replacing it with
the words “(the “Purchaser” or “TII”)”.



     SECTION 3. Amendment to Section 1.01. (a) The definition of the term “Purchase
Price” set forth in Section 1.01 of the Stock Purchase Agreement is hereby amended by deleting
the 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 following
definitions in the appropriate alphabetical order:



 









 





“Amendment to Iberia Representation Agreement” means the Enmienda al
Acuerdo de Distribucion y Representacion con efectos al 1 de Enero de 2007, entre
Imagen Satelital S.A., por una parte, y por otra Bunary S.A (Amendment to the
Distribution and Representation Agreement between Imagen Satelital S.A. and Bunary
S.A. dated as of January 1, 2007) as of the Closing, such agreement to be in form
and substance reasonably satisfactory to Sellers and Purchaser.



“Amendment to Program Origination Services Agreement” means the first
amendment to the program origination services agreement between Imagen and PTVLA as
of the Closing, such agreement to be in form and substance reasonably satisfactory
to Sellers and Purchaser.



“Amendment to Sales Services Agreement — Contribution” means the first
amendment to the amended and restated sales services agreement between Imagen and
Contribution S.R.L. as of the Closing, such agreement to be in form and substance
reasonably satisfactory to Sellers and Purchaser.



“Amendment to Sales Services Agreement — PTVLA” means the first amendment
to the amended and restated sales services agreement between Imagen and PTVLA as of
the Closing, such agreement to be in form and substance reasonably satisfactory to
Sellers and Purchaser.



“Amendment to Sales Services Agreement — Venus” means the first amendment
to the sales services agreement between Imagen and Venus TV Inc., a subsidiary of
PTVLA, as of the Closing, such agreement to be in form and substance reasonably
satisfactory to Sellers and Purchaser.



“Amendment to Transponder Lease Agreement — Claxson” means the fifth
amendment to the full-time transponder lease agreement between Intelsat Corporation
and Claxson USA as of the Closing, such agreement to be in form and substance
reasonably satisfactory to Sellers and Purchaser.



“Amendment to Transponder Lease Agreement — Turner” means the fourth
amendment to full-time transponder service agreement for television service
delivery in the atlantic region (pre-launch) between Turner Broadcasting System,
Inc. and Intelsat Corporation as of the Closing, such agreement to be in form and
substance reasonably satisfactory to Sellers and Purchaser.



“Film Storage Services Agreement” means the film storage services agreement
to be entered into by Imagen and ESDC, S.A., an Argentine corporation, as of the
Closing, such agreement to be in form and substance reasonably satisfactory to
Sellers and Purchaser.



“Satellite Transponder Segment Agreement” means the satellite transponder
segment agreement between Turner Broadcasting System,



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Inc. and PTVLA as of the Closing, such agreement to be in form and substance
reasonably satisfactory to Sellers and Purchaser.



“Technical Services Agreement” means the technical services agreement
between Imagen and PTVLA as of the Closing, such agreement to be in form and
substance reasonably satisfactory to Sellers and Purchaser.



     SECTION 4. Amendment to Section 2.06. Section 2.06 of the Stock Purchase Agreement
is hereby amended such that the Sellers shall be required to prepare a Closing Date Balance Sheet
and a Statement setting forth calculations of Closing Working Capital as of September 30, 2007 and
in connection with the preparation of such Closing Date Balance Sheet and Statement each Seller
hereby 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 the
Closing Date and that would be disclosed on the Closing Date Balance Sheet and the Statement had it
been prepared as of the Closing Date occurred in the usual, regular and ordinary course of business
in the same manner as previously conducted by the Sellers prior to the date of the Stock Purchase
Agreement in all material respects. For the avoidance of doubt the representation and warranty in
this Section 4 shall be deemed to be a representation and warranty for the purposes of Article IX
of the Stock Purchase Agreement.



     SECTION 5. Amendment to Section 5.08. Section 5.08 of the Stock Purchase Agreement
is 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 the
Closing, the Sellers and the Purchaser shall cause the following Ancillary
Agreements to be entered into: (a) Transition Services Agreements; (b)
Amendment to Iberia Representation Agreement; (c) Amendment to Program
Origination 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 to
Transponder Lease Agreement — Claxson; (h) Amendment to Transponder Lease
Agreement — Turner; (i) Assignment and Assumption Agreement; (j) Escrow
Agreement; (k) Film Storage Services Agreement; (l) Satellite Transponder
Segment Agreement; and (m) Technical Services Agreement.”



     SECTION 6. Amendment to Schedule A. Schedule A to the Stock Purchase Agreement is
hereby amended by deleting Schedule A in its entirety and replacing it with Schedule A to this
Amendment.



     SECTION 7. Amendment to Schedule B. Schedule B to the Stock Purchase Agreement is
hereby amended by deleting Schedule B in its entirety and replacing it with Schedule B to this
Amendment.



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     SECTION 8. Amendment to Schedule C. Schedule C to the Stock Purchase Agreement is
hereby amended by deleting Schedule C in its entirety and replacing it with Schedule C to this
Amendment.



     SECTION 9. Amendment to Exhibit 1.01(a). Exhibit 1.01(a) to the Stock Purchase
Agreement is hereby amended by adding the additional adjustments set forth in Exhibit 1 to this
Agreement.



     SECTION 10. Representations and Warranties. Each party represents and warrants to
the other party that this amendment has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation enforceable against it in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors’ rights generally and except as
enforceability may be limited by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).



     SECTION 11. Release of Claxson Guarantees. The Purchaser shall use its reasonable
best efforts to have Claxson released, as soon as practicable and in any event within 90 days
following the Closing Date, from its guarantee of each of the agreements listed in Section 5.17 of
the Disclosure Schedule under the heading HTV LLC. The Purchaser shall not be required to pay or
commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such
release may be required other than in Claxson’s place substituting the Purchaser or one of its
creditworthy Affiliates as the guarantor. The Purchaser shall indemnify Claxson for any and all
payments Claxson pays in respect of such guarantees in respect of the failure to perform any
obligation under the agreements listed in Section 5.17 of the Disclosure Schedule under the heading
HTV LLC after the Closing Date.



     SECTION 12. Transfer of Domain Name. Sellers shall use their reasonable best efforts
to cause their affiliate, OSite Informatica, to transfer the domain name www.muchmusic.com.br to
Imagen (or in the event Purchaser notifies Claxson in writing that the domain name should be
transferred to a different entity that is an affiliate of Purchaser, to such entity), as soon as
practicable and in ay event within 90 days following the Closing.



     SECTION 13. Stock Purchase Agreement. Except as specifically provided hereby, the
Stock Purchase Agreement shall continue in full force and effect in accordance with the provisions
thereof as in existence on the date hereof. After the date hereof any reference to the Stock
Purchase Agreement shall mean such Stock Purchase Agreement as modified hereby. Except as
expressly 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 Stock
Purchase 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 giving
effect to the principles of conflicts of law thereof.



     SECTION 15. Counterparts. This Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and shall become
effective when one or more such counterparts have been signed by each of the parties and delivered
to the other parties.



     SECTION 16. Title, Headings and Captions. The title, headings and captions in this
Amendment are for convenience and reference purposes only and shall not be considered a part of or
affect 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 their
respective authorized officers as of the day and year first written above.



	 	 	 	 	 
	 	SELLERS:



CLAXSON INTERACTIVE GROUP INC. 

 	 
	 	By:  	/s/
Roberto Vivo-Chaneton
 	 
	 	 	Name:  	Roberto Vivo-Chaneton 	 
	 	 	Title:  	 	 
	 
	 	MOREHAVEN INVESTMENTS, INC. 

 	 
	 	By:  	/s/
Ezequiel Paz
 	 
	 	 	Name:  	Ezequiel Paz 	 
	 	 	Title:  	 	 
	 
	 	SANTORI N.V. 

 	 
	 	By:  	/s/
Amaya Ariztoy
 	 
	 	 	Name:  	Amaya Ariztoy 	 
	 	 	Title:  	 	 
	 
	 	CLAXSON USA II, INC. 

 	 
	 	By:  	/s/ Ezequiel Paz
 	 
	 	 	Name:  	Ezequiel Paz 	 
	 	 	Title:  	 	 
	 
	 	EL SITIO, INC. 

 	 
	 	By:  	/s/
Amaya Ariztoy
 	 
	 	 	Name:  	Amaya Ariztoy 	 
	 	 	Title:  	 	 
	 
	 	MADARY S.A. 

 	 
	 	By:  	/s/
Amaya Ariztoy
 	 
	 	 	Name:  	Amaya Ariztoy 	 
	 	 	Title:  	 	 
	 



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	 	TURNER ENTITIES:



TURNER INTERNATIONAL, INC. 

 	 
	 	By:  	/s/
Juan Carlos Urdaneta
 	 
	 	 	Name:  	Juan Carlos Urdaneta       	 
	 	 	Title:  	Vice President 	 
	 
	 	TURNER INTERNATIONAL HOLDING COMPANY 

 	 
	 	By:  	/s/ Juan Carlos Urdaneta
 	 
	 	 	Name:  	Juan Carlos Urdaneta       	 
	 	 	Title:  	Director and
President 	 
	 
	 	TURNER INTERNATIONAL LATIN AMERICA NETWORKS LLC 

 	 
	 	By:  	TURNER BROADCASTING SYSTEM LATIN AMERICA, INC., its sole member,
 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Juan Carlos Urdaneta
 	 
	 	 	Name:  	Juan Carlos Urdaneta                   	 
	 	 	Title:  	President 	 



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SCHEDULE A




Sellers and Purchaser of the Shares




SHARES SOLD TO PURCHASER




	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	SELLER	 	 	COMPANY	 	 	SHARES	 	 	PURCHASE PRICE %	 
	 	Claxson Interactive Group, Inc.
	 	 	CTG Inversora S.A.	 	 	54,596,314 shares (95%)	 	 	67.47%	 
	 	Claxson Interactive Group, Inc.
	 	 	Imagen Satelital, S.A.	 	 	4,095,003 shares (5.9266%)	 	 	4.66%	 
	 	Morehaven Investments, Inc.
	 	 	Carson International Ltd.	 	 	1,000 shares (100%)	 	 	10.68%	 
	 	Santori N.V.
	 	 	Hispanic Television Channel BV	 	 	180 shares (100%)	 	 	0.13%	 
	 	Claxson USA II, Inc.
	 	 	HTV, LLC	 	 	100% of the membership interests	 	 	10.56%	 
	 	El Sitio, Inc.
	 	 	CTG Inversora S.A.	 	 	2,873,490 shares (5%)	 	 	3.55%	 
	 	El Sitio, Inc.
	 	 	Imagen Satelital S.A.	 	 	2,593,110 shares (3,7530%)	 	 	2.95%	 
	 	Madary S.A.
	 	 	Bloomfiel Uruguay	 	 	274 shares (.0001%)	 	 	Less than 0.0001%	 
	 






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SCHEDULE B




List of Ancillary Agreements




Transition Services Agreements




Amendment to Iberia Representation Agreement




Amendment to Program Origination Services Agreement




Amendment to Sales Services Agreement — Contribution




Amendment to Sales Services Agreement — PTVLA




Amendment to Sales Services Agreement — Venus




Amendment to Transponder Lease Agreement — Claxson




Amendment to Transponder Lease Agreement — Turner




Assignment and Assumption Agreement




Escrow Agreement




Film Storage Services Agreement




Satellite Transponder Segment Agreement




Technical Services Agreement





 









 








SCHEDULE C




Transition Services Agreements




Program Origination Services Agreement




Website Services Agreement with Imagen




Website Services Agreement with Carson




Content License Agreement with Imagen




Content License Agreement with Carson




IT Services Agreement




VOD License Agreement




 









 








EXHIBIT 1




ADDITIONAL ADJUSTMENTS




Further Adjustments to Current Assets




Adjustments to Current Assets shall be credited with the following amounts:




	 	1)	 	Amounts paid prior to the Closing Date for the original productions and/or
repackaging for the FTV Brazil special feed.
	 
	 	2)	 	Amounts paid after the Closing Date by Seller or its Affiliates with respect to the
termination of the lease between O Site Entretenimentos Ltda and Oscar Paul Landmann for
the property located at Edificio Gavéa, 9 andar, conjunto 92, located at Florida
No 1703, Sao Paulo.





Further Adjustments to Current Liabilities




Adjustments to Current Liabilities shall be debited with the following amounts:




	 	1)	 	Amounts recorded as “Current portion of programming rights obligations” in the
Closing Date Balance Sheet related to the original productions and/or repackaging for the
FTV Brazil special feed.
	 
	 	2)	 	The amount of U.S.$81,833 (plus VAT if applicable), included in “Current portion of
programming rights obligations” in the Closing Date Balance Sheet related to the purchase
of the rights of programs “Sociedades Secretas” from Content Inc S.R.L.





In addition to the adjustments described above, the parties acknowledge that ESDC S.A., an
affiliate of the Sellers, has an outstanding debt due to Imagen of approximately U.S.$459,259.19
which has not been canceled or repaid as of September 30, 2007 and that such amount shall be
included in the calculation of Closing Working Capital; provided, however, that if
such amount is not repaid by ESDC S.A. before the date the Sellers deliver the Closing Date Balance
Sheet and Statement to the Purchaser in accordance with Section 2.06 of the Agreement then such
debt shall not be included in the calculation of Closing Working Capital.