EX-4.18 Share Purchase Agreement



 





Exhibit 4.18




SHARE PURCHASE AGREEMENT




BY AND AMONG




CLAXSON CHILE, S.A.




as “Seller”




AND




CLAXSON INTERACTIVE GROUP, INC.




as “Guarantor”




AND




GRUPO LATINO DE RADIODIFUSIÓN CHILE LIMITADA




AND




GLR SERVICES, INC.




as “Buyers”




dated December 22, 2006




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	PARTIES
	 	 	4	 
	 
	 	 	 	 
	RECITALS
	 	 	4	 
	 
	 	 	 	 
	OPERATIVE PROVISIONS
	 	 	5	 
	 
	 	 	 	 
	ARTICLE ONE — SALE OF SHARES
	 	 	5	 
	 
	 	 	 	 
	ARTICLE TWO — PRICE AND PAYMENT TERMS
	 	 	6	 
	 
	 	 	 	 
	ARTICLE THREE — ESCROW ACCOUNT
	 	 	6	 
	 
	 	 	 	 
	ARTICLE FOUR — BANK CREDITORS’ CONSENT
	 	 	8	 
	 
	 	 	 	 
	ARTICLE FIVE — CONDITION PRECEDENT
	 	 	8	 
	 
	 	 	 	 
	ARTICLE SIX — EFFECTIVE DATE
	 	 	9	 
	 
	 	 	 	 
	ARTICLE SEVEN — PROCEEDINGS FROM THE DATE OF EXECUTION OF THIS
AGREEMENT TO THE EFFECTIVE DATE
	 	 	10	 
	 
	 	 	 	 
	ARTICLE EIGHT — REPRESENTATIONS AND WARRANTIES OF CLAXSON CHILE AND
THE GUARANTOR
	 	 	11	 
	 
	 	 	 	 
	ARTICLE NINE — REPRESENTATIONS AND WARRANTIES OF BUYERS
	 	 	18	 
	 
	 	 	 	 
	ARTICLE TEN — INDEMNITY
	 	 	19	 
	 
	 	 	 	 
	ARTICLE ELEVEN — EXPENSES
	 	 	22	 
	 
	 	 	 	 
	ARTICLE TWELVE — NOTICES
	 	 	23	 
	 
	 	 	 	 
	ARTICLE THIRTEEN — PENALTY
	 	 	24	 
	 
	 	 	 	 
	ARTICLE FOURTEEN — NON-COMPETITION
	 	 	24	 
	 
	 	 	 	 
	ARTICLE FIFTEEN — RELEASE
	 	 	24	 
	 
	 	 	 	 
	ARTICLE SIXTEEN — CONFIDENTIALITY
	 	 	25	 
	 
	 	 	 	 
	ARTICLE SEVENTEEN — SEVERABILITY
	 	 	25	 
	 
	 	 	 	 
	ARTICLE EIGHTEEN — ANNEXES
	 	 	25	 
	 
	 	 	 	 
	ARTICLE NINETEEN — JOINT AND SEVERAL GUARANTY
	 	 	25	 
	 
	 	 	 	 
	ARTICLE TWENTY — NO ASSIGNMENT
	 	 	25	 
	 
	 	 	 	 
	ARTICLE TWENTY-ONE — GOVERNING LAW
	 	 	25	 
	 
	 	 	 	 
	ARTICLE TWENTY-TWO — DISPUTE RESOLUTION
	 	 	25	 
	 
	 	 	 	 
	ARTICLE TWENTY-THREE — JOINT AND SEVERAL LIABILITY
	 	 	26	 
	 
	 	 	 	 
	ARTICLE TWENTY-FOUR — POWERS OF ATTORNEY
	 	 	26	 






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LIST OF ANNEXES




Annex 1.- Corporate Structure Chart. (IARC and Affiliates)

Annex 2.- Breakdown of the purchase price of the shares.

Annex 3.- Escrow Agreement.

Annex 5.- “Avales” and Guaranties.

Annex 8.6.- Financial Statements.

Annex 8.9.- Taxes.

Annex 8.10.- Contracts, Agreements and Practices.

Annex 8.12.- Real and Personal Property.

Annex 8.13.- Trademarks.

Annex 8.15.- Broadcasting Licenses.

Annex 8.16.- Employment and Service Contracts.

Annex 8.19.- Insurance.

Annex 8.20.- By-laws.

Annex 16.- Syndicated Banks’ Consent (Syndicated Loan)




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This share purchase agreement (the “Agreement”) is entered into on December 22, 2006, by and among
(i) CLAXSON CHILE, S.A., a corporation organized and existing under the laws of Chile, with a
registered office at Avenida Eliodoro Yáñez No1783, Providencia, Santiago, Chile, Tax
Identification (“RUT”) No. 96.863.830-0, represented by José Antonio Ituarte (hereinafter referred
to as “SELLER” or “CLAXSON CHILE”); and (ii) CLAXSON INTERACTIVE GROUP, INC., a corporation
organized and existing under the laws of the British Virgin Islands, with a registered office at
1550 Biscayne Boulevard, Ground Floor, Miami, FL 33132, United
States, represented by _______________________ (hereinafter referred to as “CLAXSON INTERACTIVE” or the “GUARANTOR”), party of
the first part; and (i) GRUPO LATINO DE RADIODIFUSIÓN CHILE LIMITADA or GLR CHILE LIMITADA, a
limited liability company organized and existing under the laws of Chile, with a registered office
at Avenida Los Leones 2255, Oficina 604, Providencia, Santiago, Chile, Tax Identification (“RUT”)
No. 8.572.890-4, represented by Jaime de Polanco Soutullo (hereinafter referred to as “GLR CHILE”),
and (ii) GLR SERVICES, INC., a corporation organized and existing under the laws of Delaware,
United States, authorized to act in the State of Florida, United States, with a registered office
at 4770 Biscayne Boulevard, Suite 700, Miami FL 33137, United States, Identification No.
F00000002088, represented by Augusto Delkader Teig (hereinafter referred to as “GLR”); GLR CHILE
and GLR are hereinafter jointly referred to as the “BUYERS”; and the SELLER and BUYERS are jointly
referred to as the “Parties” and individually as a “Party”, subject to the following terms and
conditions.



The Parties acknowledge one another’s capacity to enter into this Agreement, and agree as follows:



RECITALS




One) SELLER owns all the shares of IBEROAMERICAN RADIO CHILE, S.A. f/k/a “Iberoamerican Radio
Holdings Uno Chile, S.A.”, (hereinafter “IARC”), a corporation organized and existing under the
laws of Chile, with a registered office at Avenida Eliodoro Yáñez No1783, Providencia, Santiago,
Chile, Tax Identification (“RUT”) No. 96.867.990-2, except for one share owned by El Sitio Chile
S.A.



Pursuant to the relevant by-laws, the capital stock of IARC amounts to 20,501,956,953 Pesos,
represented by 20.468.208 registered shares held as follows:



(a) CLAXSON CHILE owns 20,468,207 shares; and (b) El Sitio Chile S.A. owns one share.



Two) IARC in turn owns:



(i) 8,855,314 shares of Radiodifusión Iberoamerican Chile S.A.;




(ii) 2,680,500 shares of Iberoamerican Radio Holdings Chile S.A.;




(iii) 568,676 shares of Abril S.A.;




(iv) 1 share of Blaya y Vega S.A.; and




(v) 0.1% of the capital stock of Sociedad de Radiodifusión El Litoral Limitada.



Three) Additionally, SELLER owns:



(i) 1 share of Aurora S.A.;



(ii) 1 share of Abril S.A.;




(iv) 1 share of Compañía de Radios S.A.; and



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(v) 1 share of Radiodifusora Transitoria S.A.




Four) El Sitio Chile S.A. owns one share of stock of each of the following companies:



(i) 1 share of Radiodifusión Iberoamerican Chile S.A.; and




(ii) 1 share of Iberoamerican Radio Holdings Chile S.A.




All of the abovementioned companies are hereinafter jointly referred to as the “Affiliates”.



The corporate structure of IARC and Affiliates, and the respective interests in their capital
stock, is enclosed as Annex 1 hereto.



Five) IARC and the Affiliates operate FM radio broadcasting stations in several cities in Chile,
currently known as “Imagina”, “Rock and Pop”, “Concierto”, “Futuro”, “FM Dos”, “Corazón”,
“Pudahuel” and “FM Hit” (the “Radio Business”);



Six) SELLER wishes to sell, transfer and assign to BUYERS, and BUYERS wish to buy and acquire from
SELLER, all of the shares of IARC held by SELLER, and all of the Affiliates’ shares held by SELLER.
BUYERS further wish to buy from El Sitio Chile S.A. all of the shares of IARC and the Affiliates
owned by El Sitio Chile S.A.



Now, therefore, in consideration of the premises and further in consideration of the
representations, warranties, covenants and other agreements contained herein, the parties enter
into this Share Purchase Agreement, in accordance with the following



OPERATIVE PROVISIONS




ARTICLE ONE — SALE OF SHARES




In accordance with the terms of this Agreement and subject to the Condition established in Article
Five below, CLAXSON CHILE hereby sells, assigns and transfers to GLR CHILE, and GLR CHILE buys,
accepts and acquires, 20,468,207 IARC shares, recorded in the name of CLAXSON CHILE on page 002 of
the Stock Record Book of IARC, as evidenced by share certificate No. 007.



Likewise, and subject to the Condition established in Article Five below, CLAXSON CHILE hereby
sells, assigns and transfers to GLR CHILE the following shares: (i) one share of Aurora S.A.,
recorded in the name of CLAXSON CHILE on page 4 of the Stock Record Book of Aurora S.A., as
evidenced by share certificate No. 4; (ii) one share of Abril S.A., recorded in the name of CLAXSON
CHILE on page 004 of the Stock Record Book of Abril S.A., as evidenced by share certificate No. 11;
(iii) one share of Compañía de Radios S.A., recorded in the name of CLAXSON CHILE on page 07 of the
Stock Record Book of Compañía de Radios S.A., as evidenced by share certificate No. 13; and (iv)
one share of Radiodifusora Transitoria S.A., recorded in the name of CLAXSON CHILE on page 06 of
the Stock Record Book of Radiodifusora Transitoria S.A., as evidenced by share certificate No. 12;
all of which is bought, accepted and acquired by GLR CHILE.



The shares referred to above, along with the shares referred to above in 6.3 below, make up the
whole “Radio Business”.



The shares owned by SELLER and referred to in this Article One, have been fully paid and are sold
free and clear of any and all liens, charges, options, pledges and third-party claims (“Liens”),
except for certain pledges and prohibitions to encumber and sell as established in accordance with
the terms of the Syndicated Loan (as defined in Article Two below) and listed in Annex 5 hereto.



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ARTICLE TWO — PRICE AND PAYMENT TERMS




The purchase price of the shares (the “Purchase Price”) referred to in Article One above shall be
the amount that results from deducting the amount of the financial liability (hereinafter the
“Financial Liability”) outstanding as of the Effective Date (as defined below) under the IARC
Syndicated Loan evidenced in a public deed dated April 26, 2000 recorded in Santiago by Eduardo
Pinto Peralta, a Notary Public, under No. 8.799-2000, as amended by a public deed dated December
12, 2002 recorded in Santiago by José Musalem Saffie, a Notary Public, under No. 14.261-2002, and
as further amended by a public deed dated June 25, 2004 recorded in Santiago by Patricio Zaldívar
Mackenna, a Notary Public, under No. 10.671-2004, executed with Corpbanca, Scotiabank and Bank
Boston (hereinafter the “Syndicated Loan”), from the amount of seventy five million United States
dollars (US$75,000,000). The agent under the Syndicated Loan is Corpbanca. For purposes of the
calculation referred to in this paragraph, the amount of the Financial Liability outstanding as of
the Effective Date shall be converted into United States Dollars at the exchange rate published on
the Effective Date.



In order to calculate the Purchase Price, at least five (5) business days before the Effective Date
(as defined below) CLAXSON CHILE shall send to GLR CHILE a certification issued by the agent
referred to in the immediately preceding paragraph (the “Certification”), stating the amount of the
Financial Liability (principal and interest) as of the month immediately preceding the Effective
Date (as defined below). The Parties agree that the Purchase Price includes the purchase price of
the shares of El Sitio Chile S.A., in accordance with the provisions of Section 6.3 below.



Buyers shall pay the Purchase Price to CLAXSON CHILE on the Effective Date, in United States
dollars, as follows: (a) by allocating the amount of Deposit 1 (as defined in Section 3.4 below) to
partial payment of the Purchase Price, which amount shall nevertheless remain deposited in the
Escrow Account (as defined below) for the purposes contemplated in Section 3.4 below, whereupon
Deposit 2 (if established in accordance with the provisions of Article Three below) shall be made
immediately available to, and shall be owned by, CLAXSON CHILE, without any retention or security
interest; and (b) the remaining portion of the Purchase Price, that is to say, the Purchase Price
minus the amount of Deposit 1 and Deposit 2 (if established), by wire transfer of immediately
available funds into the following U.S. Dollar checking account held by CLAXSON CHILE in Banco de
Crédito de Inversiones: account No. 11048565.



The breakdown of the Purchase Price per share shall be included in Annex 2 hereto, to be enclosed
herewith on the Effective Date (as defined below), and which is made a part hereof for all legal
purposes.



ARTICLE THREE — ESCROW ACCOUNT





	3.1.	 	On even date herewith, GLR, acting on its own behalf and on behalf of GLR CHILE, CLAXSON
CHILE and The Bank of New York, a banking corporation organized and existing under the laws of
the State of New York, United States (hereinafter the “Escrow Agent”), are entering into an
escrow account agreement that is enclosed as Annex 3 hereto (hereinafter the “Escrow
Agreement”), whereby GLR is depositing an amount of FIVE MILLION UNITED STATES DOLLARS
(US$5,000,000) into an account opened at the Escrow Agent (the “Escrow Account”) (hereinafter
the “Deposit 1”).






	3.2.	 	Likewise, if the initial term for the Effective Date is extended in accordance with the
provisions of Article Five below, Buyers shall deposit in the Escrow Account opened at the
Escrow Agent an additional amount of FIVE MILLION UNITED STATES DOLLARS (US$ 5,000,000)
(hereinafter the “Deposit 2”).




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	3.3.	 	The amounts deposited in the Escrow Account (the Deposit 1 and, if applicable, the Deposit 2)
shall be transferred by the Escrow Agent to CLAXSON CHILE in the following events:






	 	(i)	 	In the event that (a) after all the terms contemplated in Section 5.2 below have
expired, Consent for acquisition of IARC Shares by GLR CHILE has not been obtained; or
(b) in the event that no Consent has been obtained by the end of Term 1 contemplated in
Section 5.2, and GLR CHILE chooses not to extend the term to secure such Consent; or (c)
in the event that no Consent has been obtained by the end of Term 2 contemplated in
Section 5.2, and GLR CHILE chooses not to extend the term to secure such Consent; or






	 	(ii)	 	In the event that Buyers fail to discharge their obligation to pay the Purchase
Price on the Effective Date, once the Consent has been obtained.






	3.4.	 	On the Effective Date, simultaneously with payment of the Purchase Price as provided by
Article Two, Deposit 1 —that is to say, an amount of FIVE MILLION UNITED STATES DOLLARS
(US$5,000,000)- shall become the property of CLAXSON CHILE, which amount shall remain
deposited in the Escrow Account and shall be pledged in favor of Buyers as security for the
accuracy of the “Representations and Warranties” of CLAXSON CHILE and the GUARANTOR made in
Article Eight below, and as security for the events of “Indemnity” contemplated in Article Ten
below, so that any such indemnities to be paid by CLAXSON CHILE or the GUARANTOR thereunder
shall be primarily charged to Deposit 1 until Deposit 1 becomes exhausted, without prejudice
to the right of GLR CHILE to seek payment by CLAXSON CHILE and the GUARANTOR of any amounts
not covered by Deposit 1, up to the aggregate amount of US$8,000,000, in accordance with the
provisions of Section 10.6 below.






	3.5.	 	The amount deposited as security in favor of Buyers (Deposit 1) as established in Section 3.4
above shall be released and made immediately available to CLAXSON CHILE as follows:






	 	(i)	 	On the second anniversary of the Effective Date: 40%;
	 
	 	(ii)	 	On the third anniversary of the Effective Date: 40%; and
	 
	 	(iii)	 	On the sixth anniversary of the Effective Date: 20%.






	 	 	Notwithstanding the provisions of (i), (ii) and (iii) above, the amount of any Claims by BUYERS
or third parties against CLAXSON CHILE and/or the GUARANTOR shall be deducted from the amounts
to be released under Deposit 1, until the admissibility or inadmissibility of any such Claim is
finally resolved.
	 
	3.6.	 	In the event that CLAXSON CHILE fails to discharge its obligations established in Article Six
on the Effective Date, once Consent has been obtained, the Escrow Account (Deposit 1 and, if
applicable, Deposit 2) shall be transferred by the Escrow Agent to Buyers.
	 
	3.7.	 	Interest accrued on the Escrow Account shall be distributed as follows:






	 	(i)	 	to Buyers: until the earlier of the following events has occurred: (x) the
Effective Date (such date included); or (y) until expiration of the Term 1, Term 2 or
Term 3, as applicable in accordance with the provisions of Section 5.2 below;
	 
	 	(ii)	 	to CLAXSON CHILE: after the date when any of the events described in paragraph
(i) above has occurred.




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	3.8.	 	For purposes of this Article, GLR CHILE hereby grants an irrevocable power of attorney in
favor of GLR, in the terms of Section 241 of the Commercial Code, so that GLR, acting on its own
behalf and on behalf of GLR CHILE, may execute the Escrow Agreement, deposit the amounts referred
to in this Article in the Escrow Account, instruct the Escrow Agent to release the amounts
deposited in the Escrow Account, and generally represent GLR CHILE in connection with performance
under the Escrow Agreement.





ARTICLE FOUR — BANK CREDITORS’ CONSENT





	4.1	 	Before the date hereof, SELLER and BUYERS have obtained the express consent of Corpbanca,
Scotiabank and Bank Boston (creditors under the Syndicated Loan, hereinafter the “Bank
Creditors”), acting through the Agent Corpbanca, to enter into this Agreement and accordingly
to transfer to BUYERS, on the Effective Date, the shares of IARC and the Affiliates held by
SELLER and El Sitio Chile S.A. Evidence of Bank Creditors’ consent is included as Annex 16
hereto. For this purpose, GLR CHILE agrees to become a guarantor in favor of the banks under
the Syndicated Loan, effective on the Effective Date, in substitution for SELLER, in the same
terms as SELLER currently acts as guarantor under the Syndicated Loan.





ARTICLE FIVE — CONDITION PRECEDENT




The effects of the purchase of shares subject matter hereof, without prejudice to those obligations
that, by the terms hereof, become due on the date of execution of this Agreement, shall be subject
to satisfaction of the following condition precedent:




	5.1.	 	The Parties acknowledge that purchase of shares contemplated in this Agreement requires the
Consent of the Anti-trust Court (“TDLC”, as per the Spanish acronym) and accordingly agree to
subject the effectiveness and consummation of the purchase transaction contemplated hereby to
satisfaction of the condition precedent that consists of obtaining TDLC’s favorable report
referred to in Section 38 of Act No. 19.733 (the Press Act) (hereinafter referred to as the
“Condition” or the “Consent”). For this purpose, the transaction subject matter hereof shall
be consulted by Buyers with TDLC. In order to cooperate with the applicable authorities and
facilitate satisfaction of the Condition, Buyers shall also consult TDLC voluntarily in
connection with the transaction subject matter hereof, in accordance with the procedure
established by Section 31 of Executive Order No. 211, issued in 1973 (DFL-I, published on
March 7, 2005).
	 
	5.2.	 	Accordingly, the effectiveness and consummation of the purchase transaction contemplated
hereby shall be subject to the Condition being satisfied within 180 calendar days after the
date hereof (“Term 1”). This notwithstanding, if the Condition has not been met by the end of
that term, GLR CHILE may in its sole discretion extend the term for satisfaction of the
Condition for an additional 180 calendar days (“Term 2”) (in any case, GLR CHILE shall first
comply with the provisions of Section 3.2 above by making Deposit 2). If the Condition has not
been met by the end of the extended term, GLR CHILE may in its sole discretion extend the term
for satisfaction of the Condition for an additional 90 calendar days (“Term 3”) (in which case
no additional deposit shall be required). If no Consent has been obtained by the end of all
the abovementioned terms, the Condition to which consummation and effects of this Agreement
are subject shall be regarded as not satisfied. Also, the Condition shall be regarded as not
satisfied if no Consent has been obtained by the end of Term 1 and GLR CHILE chooses not to
extend the applicable term; or if no Consent has been obtained by the end of Term 2 and GLR
Chile chooses not to extend the applicable term. If the Condition is not satisfied, CLAXSON
CHILE shall be entitled to receive Deposit 1 and Deposit 2 (if established), in accordance
with the provisions of Section 3.3(i) above.




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	5.3.	 	After the Effective Date (as defined below), SELLER shall cooperate with BUYERS in order to
notify the applicable radio broadcasting authorities about the transfer of shares of SELLER
implemented in this Agreement, as well as the resulting change of control of the broadcasting
licenses operated by IARC and its Affiliates, at the applicable times.





ARTICLE SIX — EFFECTIVE DATE





	6.1.	 	The date -after the Condition has been met- when the sale transaction subject matter hereof
shall be regarded as consummated and shall become effective (the “Effective Date”), shall be
the fifth business day immediately following the date when TDLC notifies the Parties about the
favorable report provided by Section 38 of the Press Act, in accordance with the provisions of
Article Five above, or any other date as the Parties may agree in writing.






	6.2.	 	On the Effective Date, BUYERS shall pay the Purchase Price to SELLER in accordance with the
provisions of Article Two above. SELLER in turn shall deliver the following to BUYERS:






	 	(i)	 	transfer of the shares subject matter hereof, duly signed by SELLER in favor
of BUYERS;
	 
	 	(ii)	 	certificates representing the shares of IARC and the Affiliates subject
matter hereof, issued in the name of BUYERS, and shall record all such shares in the
name of BUYERS in the Stock Record Books of IARC and the Affiliates;
	 
	 	(iii)	 	letters of unconditional resignation, effective as of the Effective Date,
from all directors of IARC and the Affiliates; and
	 
	 	(iv)	 	a certificate issued by the General Manager of IARC and the Affiliates,
stating thereon that all corporate and accounting books and records of IARC and the
Affiliates are available at IARC offices.






	6.3.	 	Additionally, as of the Effective Date, SELLER shall cause El Sitio Chile S.A. —on a
“third-party act” basis (“promesa de hecho ajeno”)- to sell, assign and transfer to GLR, by
executing the relevant documents of transfer, the following shares owned by El Sitio Chile
S.A.:






	 	(i)	 	one share of IARC, recorded in the name of El Sitio Chile
S.A. on page 004 of the Stock Record Book of that company, as evidenced by
share certificate No. 0008;
	 
	 	(ii)	 	one share of Radiodifusión Iberoamerican Chile S.A.,
recorded in the name of El Sitio Chile S.A. on page 6 of the Stock Record
Book of that company, as evidenced by share certificate No. 009; and
	 
	 	(iii)	 	one share of Iberoamerican Radio Holdings Chile S.A.,
recorded in the name of El Sitio Chile S.A. on page 7 of the Stock Record
Book of that company, as evidenced by share certificate No. 0008.






	 	 	The purchase price of the shares held by El Sitio Chile S.A. referred to in subsections
(i), (ii) and (iii) above is included in the Purchase Price, as provided in Article Two
above.




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	6.4.	 	All transactions in connection with this Agreement to be carried out on the Effective Date
shall take place in Santiago de Chile or elsewhere as mutually agreed by the Parties in
writing. Any of the Parties may request that a Notary Public be involved in any such
transactions.





ARTICLE
SEVEN — PROCEEDINGS FROM THE DATE OF EXECUTION OF THIS AGREEMENT
TO THE
EFFECTIVE DATE




From the date of execution of this Agreement to the earlier of (i) the Effective Date (such date
included); or (ii) expiration of Term 1, Term 2 or Term 3, as the case may be, in accordance with
the provisions of Section 5.2 above:



7.1. CLAXSON CHILE shall provide GLR CHILE with bimonthly reports about any relevant events and
circumstances that have or may have a material adverse effect on the business of IARC and its
Affiliates.



7.2. IARC may prepay the Syndicated Loan in whole or in part.



7.3. Conduction of Business: CLAXSON CHILE agrees to conduct the business of IARC and its
Affiliates in accordance with the ordinary course of business and in a manner that is consistent
with past practices. CLAXSON CHILE shall make its best effort to maintain the corporate and
administrative organization of IARC and its Affiliates, the development of their activities, and
their relationship with clients and suppliers and other parties with whom they may have a
substantial business relationship. For illustrative purposes and without limitation, CLAXSON CHILE
shall not do any of the following with respect to IARC or the Affiliates, without GLR CHILE’s prior
consent:




(i) amend by-laws. By-laws may be amended with GLR CHILE’S prior consent, provided that
they have not or may not have a Material Adverse Effect, as defined in Section 7.4 below;




(ii) change the capital stock or create liens of any kind on the shares or any material
assets owned by it; for this purpose, the term assets shall particularly mean broadcasting
licenses, trademarks currently owned by it, and all major broadcasting equipment and
assets;




(iii) declare and/or pay dividends or other benefits in cash or in kind;




(iv) resolve to acquire other companies or assets related to the Radio Business in an
amount in excess of US$100,000, incur indebtedness, commitments or liabilities outside the
ordinary course of business, and create guaranties for third-party liabilities;




(v) voluntarily modify, in a manner that is extraordinary or inconsistent with past
practice in the ordinary course of business, the conditions of employment and compensation
applicable to employees and other associates, or agree to pay extraordinary indemnities to
managers, directors or employees;




(vi) allow IARC and/or the Affiliates to hire additional Personnel outside the ordinary
course of business;




(vii) modify recording procedures or accounting and tax policies in any material aspect,
except as permitted by applicable law;



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(viii) settle and/or make non-mandatory payments in respect of claims, lawsuits or
proceedings of any nature in which it may be involved, in an aggregate amount in excess of
US$75,000;




(ix) prepay obligations of IARC and/or the Affiliates, except for total or partial
prepayment of the Syndicated Loan, in accordance with the provisions of Section 7.2 above;




(x) enter into agreements or incur obligations outside the ordinary course of business with
affiliates or other related parties. This type of agreements may be entered into, and this
type of obligations may be incurred, with GLR CHILE’s prior consent, provided that they do
not and may not have a Material Adverse Effect, as defined in Section 7.4 below;




(xi) make up to three amendments that are extraordinary or outside usual market practice,
to service agreements with professionals or consultants, in an amount in excess of
US$100,000, which amendments should be previously approved by GLR CHILE; and




(xii) enter into new agreements outside the ordinary course of business or in a manner that
is inconsistent with IARC’s past practice or usual market practice.



7.4. Notice about Adverse Events; Material Adverse Effects. From the date of execution of
this Agreement to the earlier of (i) the Effective Date (such date included); or (ii) expiration of
Term 1, Term 2 or Term 3, as the case may be, in accordance with the provisions of Section 5.2
above, CLAXSON CHILE shall inform GLR CHILE about any event that has or is reasonably likely to
have a Material Adverse Effect on IARC and/or the Affiliates.



As used herein, “Material Adverse Effect” shall mean any fact, event or material adverse change in
the business or financial condition of IARC and/or its Affiliates considered as a whole, the impact
of which on the consolidated financial statements of IARC and the Affiliates is a decrease in
shareholders’ equity in excess of TWO HUNDRED FIFTY THOUSAND DOLLARS (US$ 250,000) in the
aggregate.



The following shall be excluded from this definition of Material Adverse Effect:



(i) changes that generally affect the industry and market where IARC and the Affiliates operate
(including without limitation, changes due to the seasonal nature of the business), or (iii)
changes arising from legal and regulatory provisions issued by governmental authorities that
generally affect the radio broadcasting industry; or



(ii) contingencies expressly excluded by the Parties.



ARTICLE EIGHT — REPRESENTATIONS AND WARRANTIES OF CLAXSON CHILE AND THE GUARANTOR




CLAXSON CHILE and the GUARANTOR hereby represent and warrant that the following statements are
accurate as of the date of execution of this Agreement and, as stated below, shall be accurate as
of the Effective Date:




	8.1.	 	Organization and Authority of SELLER. CLAXSON CHILE is a corporation duly organized and
existing in accordance with the laws of Chile, and has the requisite corporate power to enter
into this Agreement and perform its obligations hereunder. Execution of this Agreement and
performance of the obligations contemplated hereby have been duly authorized by all requisite
corporate action on the part of CLAXSON CHILE. This Agreement has been executed by SELLER and,
assuming that this Agreement constitutes a valid and binding obligation of BUYERS, it is
enforceable against SELLER in accordance with its terms.




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	8.2.	 	Title to the Shares of IARC and the Affiliates. As of the date of execution of this Agreement
SELLER is and as of the Effective Date shall continue to be, the
owner of record of IARC shares and indirectly of the Affiliates’ shares listed in Annex 1 hereto, in each case, free
and clear of any and all liens, charges, options, pledges and third-party claims (“Liens”).
Upon consummation of the transactions contemplated in this Agreement, SELLER shall transfer to
BUYERS valid title to IARC shares and indirectly to the Affiliates’ shares and accordingly to
the Radio Business. As of the Effective Date, the abovementioned shares shall be fully
subscribed and paid in, and shall include all of their respective rights to dividends. The
abovementioned shares shall be the only shares of IARC and the Affiliates. The pledges and
prohibitions with respect to the shares established in accordance with the terms of the
Syndicated Loan, as listed in Annex 5 hereto, are excluded from this provision.
	 
	8.3.	 	Organization and Authority of IARC and the Affiliates.






	 	8.3.1.	 	IARC and each Affiliate is a corporation or a limited liability company, as the case
may be, duly organized and existing in accordance with the laws of Chile.
	 
	 	8.3.2.	 	IARC and its Affiliates have, and as of the Effective Date shall continue to have,
possession and control of their respective corporate and accounting books.






	8.4.	 	Capitalization. There are no, and as of the Effective Date there shall be no, other options,
share exchange agreements or other commitments whereby SELLERS are under an obligation to
issue, sell, buy, return or redeem any of IARC’s or the Affiliates’ shares.
	 
	 	 	IARC has no affiliates other than as listed in Annex 1 hereto.
	 
	8.5.	 	No Conflict, Consent or Approval.






	 	8.5.1.	 	Execution of this Agreement by SELLER does not breach or conflict with: (a) any
provision of the by-laws of IARC or the Affiliates; (b) any court resolution, law or
regulation applicable to SELLER, IARC or the Affiliates, other than as required by
reason of BUYERS’ involvement; (c) any promissory note, bond, mortgage, loan, license,
contract or other instruments or obligations to which SELLER, IARC or the Affiliates
are a party; except as provided in the Syndicated Loan and evidenced in the consent
granted by the Bank Creditors under the Syndicated Loan and related documents (Annex
16 hereto) and other than the Consent referred to in Article Five above.
	 
	 	8.5.2.	 	No consent or approval by, and no recording, filing or presentation with, any court,
administrative agency or committee of any kind, whether local or foreign
(“Governmental Authority”) is required in connection with performance by SELLER of its
obligations under this Agreement, other than the Consent.






	8.6.	 	Financial Statements.






	 	8.6.1.	 	Annex 8.6 contains true and accurate copies of (i) the individual audited financial
statements of IARC as of December 31, 2005, in FECU format (the “Audited Financial
Statements”); (ii) the audited consolidated financial statements of IARC and its
Affiliates as of December 31, 2005, in FECU




12









 






	 	 	 	format (the “Audited Consolidated Financial Statements”); the unaudited individual
financial statements of the Affiliates as of December 31, 2005, in FECU format (the
“Unaudited Individual Affiliate Financial Statements”) (jointly with the Audited
Financial Statements and the Audited Consolidated Financial Statements, hereinafter
referred to as the “Financial Statements”).
	 
	 	 	 	Except as provided in Annex 8.6 hereto, the Financial Statements: (a) present a true
and fair view of the financial condition and results of operations of IARC and the
other Affiliates, as the case may be, as of the date and for the period stated
thereon; (b) have been prepared in accordance with generally accepted accounting
principles in Chile (“GAAP”) and in accordance with past practices, consistently
applied throughout the periods involved, except as stated on the Financial
Statements, the notes or schedules thereto.
	 
	 	8.6.2.	 	Except as provided in Annex 8.6 hereto, IARC and the Affiliates have kept, and until
the Effective Date shall continue to keep, their books in accordance with applicable
law. As of the Effective Date, there shall be no relevant transaction or obligation
that is not duly recorded in their respective accounting books.
	 
	 	8.6.3.	 	Ever since the date of the Financial Statements there has been no Material Adverse
Effect on the financial condition and results of operations reflected therein, and the
relevant companies have been managed in the ordinary course of business, except as
provided in Annex 8.6 hereto.
	 
	 	8.6.4.	 	In the event that the Effective Date has not taken place before, and as soon as they
are available, SELLER shall provide BUYERS with a copy of the documents comprised in
the financial statements referred to in Section 8.6.1. above, in respect of fiscal
year 2006 and, where applicable, fiscal year 2007. The shareholders’ equity of IARC
and the Affiliates reflected in those documents shall not be lower than the
shareholders’ equity reflected in the Audited Consolidated Financial Statements.






	8.7.	 	Except as provided in Annex 8.6 hereto, as of the Date of this Agreement and as of the
Effective Date, IARC and its Affiliates have no debts owing to credit entities (other than the
Syndicated Loan) or financial debts owing to CLAXSON companies, and where applicable have
reestablished their financial balance within the terms provided by applicable law.






	8.8.	 	Except as provided in Annex 8.6 hereto, sufficient provision has been made in the Financial
Statements for all bad debts and doubtful accounts; there are no debts owing to IARC or the
Affiliates as of the Effective Date, other than debts incurred in the ordinary course of
business.
	 
	8.9.	 	Taxes





Except as provided in Annex 8.9 hereto, IARC and its Affiliates:




	 	8.9.1.	 	Have duly filed and shall have duly filed their tax returns of any nature required
by all applicable tax administrative laws and regulations (the “Tax Returns”), and the
Tax Returns are accurate, complete and correct; all tax liabilities of those companies
have been duly discharged.
	 
	 	8.9.2.	 	Have prepared the Tax Returns in good faith, in accordance with applicable tax laws
and regulations.




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	 	8.9.3.	 	Have paid and shall have paid or duly provided, as of the Effective Date, for all
applicable governmental charges (including taxes, charges, patents, duties and fees)
payable under applicable law, and are current in their payment, in respect of both
their own taxes and those taxes that they are under an obligation to pay as a
third-party obligor, except for taxes the maturity date of which falls after this
date, which have been duly provided for in accordance with GAAP.
	 
	 	8.9.4.	 	Are not aware of any summons, calculation, draft, claim, ongoing revision or lawsuit
in connection with tax matters, of which IARC and/or the Affiliates have been
notified, or about which IARC and/or the Affiliates have written evidence that they
are about to be filed against them, and no tax contingencies other than as stated in
Annex 8.9 hereto; neither IARC nor the Affiliates have been notified, verbally or in
writing, about any audit or investigation in connection with taxes paid or that should
have been paid by them;
	 
	 	8.9.5.	 	Have established and as of the Effective Date shall have established, in accordance
with GAAP, and have applied in a manner that is consistent with past accounting
practices, sufficient reserves and provisions to pay all taxes accrued.
	 
	 	8.9.6.	 	For purposes of this clause, the term “taxes” shall include all tax liabilities,
that is to say, the full amount of taxes plus any applicable interest, penalties and
additional amounts.






	8.10.	 	Contracts, Agreements and Practices.





Except as provided in Annex 8.10 hereto:




	 	8.10.1.	 	All material contracts to which IARC and the Affiliates are a party are valid and
binding on IARC and the Affiliates, as the case may be, in accordance with their
terms, and are basically in line with standard practice in this field of activity in
Chile.
	 
	 	8.10.2.	 	Neither IARC nor the Affiliates have supplied guaranties, “avales” or security
interests for the benefit of third parties that remain in force, except under the
Syndicated Loan and as listed in Annex 5 hereto.
	 
	 	8.10.3.	 	As of the Effective Date, IARC and its Affiliates shall not have any agreement in
force with related parties of SELLER.






	8.11.	 	Liens. Except for the assets and rights of IARC and the Affiliates encumbered in connection
with the Syndicated Loan —as listed in Annex 5 hereto-, there are no liens on the assets or
rights of IARC and its Affiliates in favor of third parties.
	 
	8.12.	 	Real and Personal Property






	 	8.12.1.	 	Annex 8.12 includes a list of all real property and other important assets
(transmission equipment, antennas, towers, editing, recording and post-production
equipment) owned by IARC and the Affiliates. Annex 8.12 includes a list of real
property and other assets leased by IARC and the Affiliates.
	 
	 	8.12.2.	 	Real and personal property and other assets included in the Financial Statements
are owned by IARC and the Affiliates, as the case may be, free and clear of any third-party claims and liens of any nature, except as provided in
Annex 8.12 hereto.




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	 	8.12.3.	 	Except as provided in Annex 8.12 hereto, all such property and assets are, and as
of the Effective Date shall be, in good working order, normal wear and tear excepted,
and shall be in a condition to be used for their intended purpose.
	 
	 	8.12.4.	 	No asset listed in Annex 8.12 shall be disposed of, encumbered or leased other than
in the ordinary course of business after the date hereof, except as provided in Annex
8.12 hereto.






	8.13.	 	Trademarks.






	 	8.13.1.	 	IARC and its Affiliates are the owners of, or have the right to use, the trademarks
that identify the eight radio stations operated by IARC and the Affiliates in Chile
under the names of “Imagina”, “Rock and Pop”, “Concierto”, “Futuro”, “FM Dos”,
“Corazón”, “Pudahuel” and “FM Hit”. The relevant trademark registration numbers are
listed in Annex 8.13 hereto. The only liens or encumbrances affecting any such
trademarks are listed in Annex 5 hereto.
	 
	 	8.13.2.	 	As of the date of this Agreement, SELLER has not -to the best of its knowledge and
belief- violated any third-party industrial or intellectual property rights, and has
not failed to perform its obligations under industrial or intellectual property right
agreements in a manner that can be reasonably expected to result in a claim,
revocation of license, cost or liability.
	 
	 	8.13.3.	 	All software licenses of SELLER used by IARC and the Affiliates shall remain in
force for four months after the Effective Date, in order to ensure continuity of
services after the transaction has been completed.






	8.14.	 	Compliance with Laws. Litigation.






	 	8.14.1.	 	To the best of the SELLER’s knowledge and belief, IARC and the Affiliates have
conducted their respective businesses in all material respects in accordance with all
applicable laws and regulations, including industrial health and safety and
environmental protection laws and regulations.
	 
	 	8.14.2.	 	There is not pending or —to the best of the SELLER’s knowledge and belief-
threatened against IARC and/or the Affiliates, any claim, action, litigation,
administrative proceeding or arbitration that may have a Material Adverse Effect (as
defined in Section 7.4 above) on the business, assets, or financial condition of IARC
and/or the Affiliates or on the transaction subject matter hereof, and there is not
pending or threatened, and there are no circumstances that could result in, any legal
or administrative proceeding that, if unfavorably resolved, could have a Material
Adverse Effect on the business, assets, or financial condition of IARC and/or the
Affiliates or on the transaction subject matter hereof. An exception is made in
respect of an ongoing investigation by the Attorney General in Economic Matters
(“Fiscalía Nacional Económica”) in connection with the radio broadcasting industry and
the impact of this transaction.






	8.15.	 	Broadcasting Licenses






	 	8.15.1.	 	IARC and its Affiliates hold the broadcasting licenses listed in Annex 8.15 hereto,
where their effective and termination dates are stated. Additionally,




15









 






	 	 	 	IARC and its Affiliates have participated in certain bidding processes that remain
pending resolution, as provided in Annex 8.15 hereto. Annex 8.15 further includes a
list of licenses operated but not owned by IARC and its Affiliates.
	 
	 	8.15.2.	 	As of the Effective Date, IARC and its Affiliates shall hold the requisite licenses
and permits to operate the Radio Business; execution and performance of this Agreement
shall not result in termination or other Material Adverse Effect that precludes
operation of the Radio Business in substantially similar conditions to the ones
prevailing as of the date of execution of this Agreement by SELLER.
	 
	 	8.15.3.	 	IARC and its Affiliates are the only related companies of Claxson Interactive
Group, Inc. that operate the Radio Business in Chile. There are no liens or charges on
the present broadcasting licenses of IARC and its Affiliates other than as arising
under the Syndicated Loan (Annex 5).






	8.16.	 	Employment and Service Contracts.






	 	8.16.1.	 	Annex 8.16 includes a list of all employees of IARC and the Affiliates, as well as
employees of SELLER to be transferred to IARC before the Effective Date (“Personnel”)
as of November 2006, as evidenced by the official records of the relevant companies,
including their seniority, whether they are permanent, temporary or other type of
employees, their wages, job titles and whether or not they are part of an external
pension plan, or their condition as beneficiaries under pension commitments assumed by
IARC and/or the Affiliates. SELLER is not negotiating any material changes to the
terms and conditions of any such contracts, except —where applicable- for collective
bargaining that started before the date of this Agreement and does not reasonably
exceed standard market conditions.
	 
	 	8.16.2.	 	The number of workers stated in Annex 8.16 hereto is all Personnel hired by IARC
and/or the Affiliates and SELLER as of November 2006.
	 
	 	8.16.3.	 	On and after the date of this Agreement and until the Effective Date, IARC and/or
the Affiliates have complied with all labor and social security legal and regulatory
provisions applicable to their respective employees and are, and as of the Effective
Date shall be, current in payment of all their social security and health insurance
liabilities, and have paid in full and in a timely fashion all compensation accrued
(including bonuses agreed upon or stipulated in accordance with past policies of IARC
and/or the Affiliates, and benefits owing to Personnel, as well as withholding taxes
and applicable social security and health insurance rates). Compensation payable to
Personnel by IARC and its Affiliates complies in all material aspects with the
provisions of collective bargaining agreements in force and all other applicable labor
laws and regulations. Over the last 12 months, IARC and/or the Affiliates have not
fired any employee in breach of the applicable legal provisions.
	 
	 	8.16.4.	 	Annex 8.16 includes a list of all service contracts with professionals and
consultants, including without limitation, speakers, performers, technicians,
consultants, etc., as evidenced by the respective companies’ official records,
including a description of the main conditions thereof (duration, consideration,
etc.). IARC and the Affiliates are, and as of the Effective Date shall be, current in
performance of their obligations under all such contracts, which shall not be amended,
except for renewal thereof in standard terms and
conditions as IARC and/or the Affiliates may deem necessary in order to maintain
the programming of IARC and the Affiliates.




16









 






	 	8.16.5.	 	As stated in the immediately preceding paragraphs, IARC and/or the Affiliates shall
not have assumed any obligation to make payment in cash or in kind, in excess of the
lawfully mandatory amounts, in the event of termination, resignation or retirement of
their respective employees or directors. Neither IARC nor the Affiliates have
incentive compensation, employee share ownership schemes, agreements or covenants
regarding compensation for the number of years of service in excess of the lawfully
mandatory amounts, deferred compensation or other arrangements (including arrangements
that, as a result of a change in the shareholding or management of IARC and/or an
Affiliate, could result in a payment obligation by IARC and/or an Affiliate in favor
of any party, including current directors and officers of IARC and/or any Affiliate,
or similar plans with or for the benefit of executives, workers, representatives or
directors of IARC and/or the Affiliates). Additionally, neither IARC nor the
Affiliates have extended loans to their respective directors or workers that have
matured or remain outstanding.
	 
	 	8.16.6.	 	There are no claims pending or, to the best of the SELLER’s knowledge and belief,
threatened, for lack of payment or conflicting interpretations of the benefits or
compensation agreed upon in individual contracts or collective bargaining agreements,
penalties, interest, audits, investigations, releases or summonses in connection with
labor or social security obligations arising from current employment relations with
the employees of IARC and/or the Affiliates, including before the Labor Bureau
(“Dirección del Trabajo”) or the Labor Supervision Board (“Inspección del Trabajo”).
	 
	 	8.16.7.	 	There are no amounts owing to the directors of IARC and/or the Affiliates as fees,
profit-sharing or otherwise. The directors and managers who shall submit their
resignations as a result of this transaction have no debts owing to IARC and/or the
Affiliates.
	 
	 	8.16.8.	 	As of the date of this Agreement SELLER is not aware that IARC or its Affiliates
are in the process of collective bargaining with their respective workers, and is not
aware of any organizing activities or processes designed to establish a new union or
start a new collective bargaining process. SELLER is not aware of any actual or
threatened claim, report or legal or administrative action on the grounds of breach of
social security provisions.
	 
	 	8.16.9.	 	To the best of the SELLER’s knowledge and belief, the contractors of IARC and/or
the Affiliates as of the date of this Agreement are current in payment of their
respective social security and labor liabilities.






	8.17.	 	No Material Adverse Effect.
	 
	 	 	In the course of their respective businesses IARC and/or the Affiliates have not executed
(except as provided in the Syndicated Loan) and in general shall not execute until the
Effective Date, any contract or agreement that, as a result of execution of this Agreement
and performance hereunder, may be terminated by the counterparty or entitles the
counterparty to amend unilaterally the terms of any such contract or agreement, or that has
a Material Adverse Effect on IARC or its Affiliates.




17









 






	8.18.	 	Neither IARC not the Affiliates have defaulted any of their obligations or agreements for
which they are responsible, that materially and adversely affect the ordinary course of IARC’s
and the Affiliates’ businesses or that have a Material Adverse Effect.
	 
	8.19.	 	Insurance. IARC and the Affiliates have taken the insurance policies listed in Annex 8.19
hereto on their respective assets, businesses and employees that provide them with coverage
against insurable contingencies in accordance with reasonable standards and standard industry
practice in these matters; no material claim has been submitted under any such insurance
policies.
	 
	8.20.	 	By-laws. Copies of the current by-laws of IARC and the Affiliates are enclosed as Annex 8.20
hereto. All the rights and obligations of the shareholders of IARC and the Affiliates are
established in the said by-laws, and there are no rights, obligations or contractual covenants
outside the by-laws.
	 
	8.21.	 	Brokers. There is no broker, agent or financial advisor or any other party that is entitled
to collect commissions, financial advisory fees or compensation in connection with the
transactions contemplated in this Agreement.
	 
	8.22.	 	General. All information regarding IARC and the Affiliates included in this Agreement and
the documents referenced herein, supplied to BUYERS is true, complete and accurate in all
material respects.
	 
	 	 	The information reflected in the Annexes to this Agreement is included in order to make
BUYERS aware of the exact condition of IARC and the Affiliates as of the date hereof, and
does not diminish, exclude or release any potential indemnity obligation by SELLER and/or
the GUARANTOR, except as provided in Section 7.4(ii) above, and except for claims in an
amount below TWO HUNDRED FIFTY THOUSAND DOLLARS (US$ 250,000) as provided in Section 10.5
below, in either case, within the indemnity cap of EIGHT MILLION DOLLARS (US$ 8,000,000)
established in Section 10.6 below.
	 
	 	 	Likewise, the indemnity obligations of SELLER and/or the GUARANTOR shall not be limited by
the outcome/findings of BUYERS as a result of the limited due diligence procedure carried
out before execution of this Agreement.
	 
	 	 	The Parties expressly agree that the qualifications and information related to the
representations and warranties of SELLER contained in this Agreement and the Annexes hereto
refer to all of the representations and warranties of SELLER, even where no reference is
made to a particular representation or warranty.





ARTICLE NINE.—REPRESENTATIONS AND WARRANTIES OF BUYERS





	9.1.	 	Organization and Authority of BUYERS. GLR CHILE is a limited liability company duly organized
and existing in accordance with the laws of Chile, while GLR is a corporation duly organized
and existing in accordance with the laws of Delaware, United States of America; both have the
requisite corporate power to enter into this Agreement and perform their obligations
hereunder. Execution of this Agreement and performance of the obligations contemplated herein
have been duly authorized by all requisite corporate action on the part of BUYERS. This
Agreement has been executed by BUYERS and, assuming that this Agreement constitutes a valid
and binding obligation of SELLER, it is enforceable against BUYERS in accordance with its
terms.




18









 






	9.2.	 	No Conflict, Consent or Approval. Execution of this Agreement by BUYERS does not breach or
conflict with: (a) any provision of the by-laws of BUYERS; (b) any court resolution, law or
regulation applicable to either BUYER; (c) any promissory note, bond, mortgage, loan, license,
contract or other instruments or obligations to which either BUYER is a party. No consent or
approval by, and no recording, filing or presentation with, any court, administrative agency
or committee of any kind, whether local or foreign (“Governmental Authority”) is required in
connection with performance by BUYERS of their obligations under this Agreement, other than
the Consent referred to in Article Five above.
	 
	9.3.	 	Litigation. There is no claim, action, complaint, investigation or proceeding pending or, to
the best of the BUYERS’ knowledge and belief, threatened against or affecting BUYERS in
connection with this Agreement or generally in connection with execution and performance
hereof.
	 
	9.4.	 	Funding. BUYERS have sufficient financial resources to pay the Purchase Price in the terms
contemplated in this Agreement.
	 
	9.5.	 	Brokers. There is no broker, agent or financial advisor or any other party that is entitled
to collect commissions, financial advisory fees or compensation in connection with the
transactions contemplated in this Agreement.
	 
	9.6.	 	Representations. All information regarding BUYERS included in this Agreement and the
documents referenced herein, supplied to SELLER is true, complete and accurate in all material
respects, and there is no fact or matter that has not been disclosed that could render any
such information and documents false, inaccurate or misleading in any material respect as of
the date of this Agreement.





ARTICLE TEN — INDEMNITY




(i) Indemnity.- CLAXSON CHILE and the GUARANTOR jointly and severally assume liability to, and
agree to indemnify and hold harmless, the BUYERS, IARC and the Affiliates (including their
respective managers, officers, employees and agents) in the terms of this Agreement from and
against any and all damages, including reasonable legal fees and expenses incurred directly in
connection with the relevant claims for damages (hereinafter “Damages”) suffered by IARC or any of
the Affiliates, arising from any error, omission, inaccuracy (including hidden liabilities) in the
representations of SELLER included in Article Eight above, or otherwise arising from nonperformance
by SELLER of its obligations under this Agreement, in either case, subject to the terms,
stipulations and limits established herein, it being understood that SELLERS, IARC and the
Affiliates shall not be indemnified in respect of the same event, and accordingly no duplication of
indemnity shall exist in respect of any one event.



(ii) Any claims eventually submitted by BUYERS to CLAXSON CHILE and/or the GUARANTOR, as well as
any claims submitted by third parties against IARC and/or the Affiliates and/or BUYERS under this
Article are jointly referred to as the “Claim” or “Claims”, as the case may be.




	10.1.	 	Terms. SELLER and/or the GUARANTOR shall indemnify BUYERS in respect of Claims submitted
within the following terms:






	 	10.1.1.	 	Claims against IARC and/or the Affiliates and/or BUYERS (in the event that joint
and several liability is invoked), in connection with tax, labor, social security and
pension matters, until the relevant cause of action becomes barred by the statute of
limitations;




19









 












	 	10.1.2.	 	Claims that BUYERS may submit to CLAXSON CHILE as provided in 10.1 above and
particularly in connection with Hidden Liabilities, for a term of three (3) months
after the date when the audited Financial Statements of IARC become available in
respect of the first fiscal year closed after the Effective Date;






	 	10.1.3.	 	All other third-party Claims filed within 18 months after the Effective Date.






	10.2.	 	Third-party Claims.- In the case of third-party Claims referred to in 10.2.1 and 10.2.3
above (including without limitation claims in connection with tax, labor, social security and
pension matters), the following procedure shall apply:






	 	10.2.1.	 	Within fifteen (15) business days after BUYERS become aware of a third-party Claim,
BUYERS shall notify CLAXSON CHILE accordingly and shall request indemnity therefor
(the “Notice of Potential Damages”).
	 
	 	10.2.2.	 	The Notice of Potential Damages shall include a copy of the document
containing the third-party Claim and the estimated amount of Damages, with a breakdown
of the items included in them, if known.
	 
	 	10.2.3.	 	Within ten (10) business days following receipt of a Notice of Potential
Damages, CLAXSON CHILE shall notify BUYERS:






	 	(a)	 	if CLAXSON CHILE denies —with cause- that the
third-party Claim may result in an obligation to indemnify in accordance
with the standards established in this Agreement, in which case BUYERS may
exercise any defense they deem convenient, without prejudice to their right
to seek Indemnity from CLAXSON CHILE in the terms of this Article. In any
case, CLAXSON CHILE, acting by itself or through counsel of its
choice, may request and shall be entitled to obtain full information
regarding the Claim in question, irrespective of the status of the
proceedings;
	 
	 	(b)	 	if they accept that the third-party Claim may result in
an obligation to indemnify, in which case CLAXSON CHILE shall choose in
their answer any one of the following alternatives:
	 
	 	 	 	(i) instruct BUYERS to accept the third-party Claim, whereupon CLAXSON CHILE
shall bear the full amount thereof and shall be obligated to pay the amount
of the indemnity within the next following five (5) business days.
	 
	 	 	 	(ii) assume the defense of the Claim, in which case CLAXSON CHILE shall bear
the consequences of the related judicial or extrajudicial proceedings and
shall be entitled to exercise the defense it deems most convenient in the
face of the third-party Claim, and CLAXSON CHILE shall bear any and
all expenses, fees and costs arising from such defense, both in and out of
court, and shall be liable for any and all Damages arising from the
third-party Claim. In any case, BUYERS, acting by themselves or through
counsel of their choice, may request and shall be entitled to obtain full
information regarding the Claim in question, irrespective of the status of
the proceedings. BUYERS in turn shall provide all requisite information so
that CLAXSON CHILE may defend its interests, and shall cooperate with
CLAXSON CHILE, including by granting powers of attorney in favor of counsel
designated by CLAXSON CHILE. 




20









 






	 	 	 	(iii) waive the right to defend the Claim, in which case defense shall be
directed by BUYERS. In any case, CLAXSON CHILE, acting by itself or
through counsel of its choice, may request and shall be entitled to obtain
full information regarding the Claim in question, irrespective of the status
of the proceedings.






	 	10.2.4.	 	In the event that CLAXSON CHILE fails to respond to the Notice of Potential Damages
when due, it shall be deemed to accept the Claim in the terms of paragraph
10.3.3(b)(i) above, whereupon CLAXSON CHILE shall be under an obligation to pay the
amount of indemnity within the next following five (5) business days.
	 
	 	10.2.5.	 	CLAXSON CHILE shall be under no obligation to pay the amount of Damages as
long as there is not a final legal, arbitration or administrative decision in the
matter, except in the cases contemplated in 10.3.3.b(i) and 10.3.4 below, or where an
actual disbursement is to be made or there are Damages on the part of IARC and the
Affiliates and/or BUYERS (for instance, where the relevant legal, arbitration or
administrative decision has been provisionally enforced).
	 
	 	10.2.6.	 	As an exception and without detriment to the Parties’ obligations under this
Article, in the event that, because of the brevity of the procedural terms within
which the right of defense is to be exercised, it is not possible to abide by the
terms established in this Article, those terms shall be adjusted by mutual agreement
of the Parties to the extent necessary in order to enable actual exercise of the right
of defense. Additionally, where procedural terms are so short that they make it
impossible to follow the procedure established in this Article, not even by adjusting
the terms contemplated in it, as an exception BUYERS may defend the Claim, in which
case BUYERS agree to act with the utmost diligence. 






	10.3.	 	Claims by BUYERS.





In the case of a Claim or Claims by BUYERS against CLAXSON CHILE as provided in paragraph 10.1
above, the following procedure shall apply:




	 	10.3.1.	 	Within the term established in 10.2.2 above, BUYERS shall notify CLAXSON CHILE of
the Claim, such notice to be accompanied by a copy of the financial statements from
which the Claim arises, and shall request indemnity therefor (the “Notice of Potential
Damages”). The said notice, which shall include a description of Damages, their value
and any other information that BUYERS may deem advisable as grounds for their Claim,
shall be accompanied by a certificate issued by the auditors of IARC and/or the
Affiliates, regarding Damages.
	 
	 	10.3.2.	 	Within twenty (20) business days following receipt of a Notice of Potential
Damages, CLAXSON CHILE shall notify BUYERS:






	 	a)	 	if CLAXSON CHILE accepts the Claim in full as submitted
by the BUYERS, in which case CLAXSON CHILE shall be obligated to pay the
amount of indemnity within the next following five (5) business days; or

	 
	 	b)	 	if CLAXSON CHILE fully or partially denies the existence
of Damages, in which case CLAXSON CHILE shall designate, at its
expense, an internationally reputable audit firm, different from the
auditors of IARC and/or the Affiliates and different from the auditors
referred to in the immediately following paragraph; within thirty (30)




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	 	 	 	calendar days thereafter, the audit firm shall give their opinion regarding
the item or items in the financial statements giving rise to BUYERS’ Claim.
In any case, CLAXSON CHILE, acting by itself or through counsel of
its choice, may request and shall be entitled to obtain full information
regarding the financial statements involved.






	 	10.3.3.	 	In the event that the audit firms disagree as to the causes or technical
interpretation giving rise to damages, any such discrepancies shall be solved by good
faith negotiations, which shall result in a mutually agreeable opinion signed by both
audit firms or by the Parties. In the absence of an agreement, within a term not to
exceed thirty (30) calendar days after the date of the second audit firm’s opinion,
the matter may be submitted by either party to the decision of the following firms:
Ernst & Young Auditors or PriceWaterhouseCoopers Auditors, in that order, so that they
issue a final opinion, in the understanding that the audit firm involved must have
done no work for either Party within six months before the date of their involvement.
	 
	 	 	 	The opinion of the audit firm referred to in the last place shall be issued
within a term not to exceed thirty (30) days after their appointment, shall be
binding on all Parties, and the cost of the firm’s services shall be borne by
both parties, share and share alike.
	 
	 	10.3.4.	 	In the event that CLAXSON CHILE fails to respond to the Notice of Potential Damages
when due, it shall be deemed to accept the Claim in the terms of paragraph 10.3.2.a)
above.






	10.4.	 	Limitation to Claims. Neither CLAXSON CHILE nor the GUARANTOR shall be under an obligation
to indemnity BUYERS, IARC and/or the Affiliates (including their respective directors,
advisors, managers, officers, employees and agents) in respect of Claims that, individually or
if added to other Damages, are equal to or lower than TWO HUNDRED FIFTY THOUSAND DOLLARS
(US$250,000); the obligation of CLAXSON CHILE and the GUARANTOR to indemnify in respect of
Claims shall apply to amounts in excess of that amount only.
	 
	10.5.	 	Indemnity and Liability Cap. The maximum accumulated amount for which CLAXSON CHILE and the
GUARANTOR shall be jointly and severally liable hereunder is EIGHT MILLION DOLLARS (US$
8,000,000).
	 
	10.6.	 	Any amounts payable by CLAXSON CHILE to BUYERS in accordance with the provisions of this
Article shall be charged in the first place against the sum deposited in the Escrow Account as
provided in Section 3.4 above and in the Escrow Agreement attached as Annex 3 hereto.





ARTICLE ELEVEN — EXPENSES





	11.1.	 	Each Party shall bear their own expenses (including fees and expenses of counsel,
accountants, investment advisors, brokers and other parties whose services are retained by a
Party) incurred in connection with preparation, negotiation, authorization and execution of
this Agreement, and in connection with the transactions contemplated hereby.






	11.2.	 	The Parties agree that any and all taxes, duties and charges arising from this Agreement
shall be borne by the party that is responsible for them in accordance with applicable law.




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ARTICLE TWELVE — NOTICES




For all legal purposes arising herefrom, the Parties establish their addresses for notices at the
following places:



SELLER:

Eliodoro Yáñez No1783, Providencia

Santiago, Chile.




With a copy to:




-Claxson Interactive Group, Inc.

1550 Biscayne Boulevard, Miami

Florida, United States of America

Attn.: Amaya Ariztoy




-Cariola, Díez, Pérez-Cotapos & Cía. Ltda.

Avenida Andrés Bello No2711, Piso 19, Las Condes

Santiago, Chile

Attn.: Francisco Javier Illanes




BUYERS:




(i) PROMOTORA DE INFORMACIONES, S.A. (PRISA)

Att. D. Miguel Satrústegui

Calle Gran Vía 32, 6a

28013 Madrid

Fax: 34-913301070




and




(ii) GLR SERVICES, INC.

Att. Juan Pablo Alvarez

4770 Biscayne Boulevard, Suite 700, Miami FL 33137, United States

Fax: 1-305-6446703




With a copy to




Philippi, Yrarrazabal, Pulido & Brunner

Att. Juan Francisco Gutiérrez and Javier Ruiz Cámara

El Golf 40, Piso 20, Las Condes

Santiago, Chile

Fax: 56-2-3643797




where any and all notices shall be validly sent. This notwithstanding, for purposes of the
arbitration notice referred to in Article Twenty-two below, as well as any other notices in
connection with the arbitration proceedings, the Parties agree that all such notices shall be sent
via regular or certified mail, return receipt requested, to the addresses for notices designated
herein, it being understood —unless there is evidence to the contrary- that any such notice is
given on the tenth calendar day after it is sent. For that purpose, GLR and the Guarantor expressly
waive any right to personal notice and hereby appoint CT Corporation as the “Process Agent” to
validly receive any and all notices addressed to them in Miami and the State of Florida.



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The addresses for notices established by the Parties shall remain valid unless a new address for
notices is notified by either Party to the other. Accordingly, any and all notices sent to those
addresses shall be valid and binding on the Parties.



The Parties agree that any and all notices to be given hereunder by either Party to the other shall
be made in writing and delivered to the other Party at the addresses designated above, either in
person or by mail, return receipt requested, or by other means of written notice.



ARTICLE THIRTEEN — PENALTY





	13.1.	 	In the event that, once the Condition has been met before expiration of the Term 3
established in Section 5.2 above, either Party fails to perform its obligation to complete the
transactions contemplated in Article Six above as of the Effective Date, the defaulting party
agrees to pay to the other, as a penalty, an amount equal to:






	 	13.1.1.	 	If the defaulting party is the BUYERS, SELLER shall keep the amounts deposited in
the Escrow Account referred to in Article Three above.
	 
	 	13.1.2.	 	If the defaulting party is SELLER, SELLER shall be under an obligation to pay to
BUYERS an amount equal to the amount deposited in the Escrow Account referred to in Article
Three above, provided however that the amount actually deposited in the Escrow Account
shall revert to BUYERS.






	13.2.	 	Notwithstanding payment of the penalty established in this Article, the non-defaulting Party
may demand specific performance or termination of this Agreement, in either case, plus
compensation for damages suffered as a result of nonperformance, in accordance with the
provisions of Section 1489 of the Civil Code of Chile.





ARTICLE FOURTEEN — NON-COMPETITION



As stated by SELLER, IARC and its Affiliates constitute all of the SELLER’s radio broadcasting
business in Chile. The SELLER and Claxson Interactive Group, Inc. and its subsidiaries agree, for a
term of five (5) years after the Effective Date, not to participate directly or indirectly in the
radio broadcasting business in Chile, whether as shareholders, partners, creditors, advisors,
employees, officers, consultants, agents or representatives of companies engaged in that business,
or by providing them with professional services, technical advice or other advisory or consulting
services, or by personally conducting business activities in the same industry (defined as any
business related to operation and commercial exploitation of radio stations, production and
marketing (including through the Internet) of, or participation in, radio programs, including
digital radio.



ARTICLE FIFTEEN — RELEASE




As of the Effective Date, BUYERS acting on their own behalf and on behalf of IARC and the
Affiliates, shall fully and definitively release the directors and managers that resign their
positions as a result of this transaction, in connection with exercise of their roles or duties
until the Effective Date, from any and all obligations, debts, covenants and duties, regardless of
their nature, class, type or condition, and agree not to file any claims or actions of any kind
against any such individuals as a result thereof.



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ARTICLE SIXTEEN — CONFIDENTIALITY




The Parties agree that all information related to this Agreement and the transaction contemplated
herein shall be strictly confidential, and no Party shall be entitled to disclose any such
confidential information to third parties without the previous consent in writing of all other
Parties hereto. This confidentiality obligation shall not include information shared by the Parties
with their shareholders, advisors, parent companies and affiliates, or information that should be
disclosed in compliance with legal provisions -in which case the Parties shall make their best
efforts to agree on such disclosure previously- and, where applicable, filing of this Agreement
with the Anti-trust Authorities, on a reserved and confidential basis, along with the relevant
consultation.



ARTICLE SEVENTEEN — SEVERABILITY




The invalidity of any term or condition of this Agreement shall not affect the validity or
enforceability of any other term or condition hereof, which shall remain valid and effective. This
Agreement may be amended only by mutual agreement of the Parties. Any such amendment shall be made
in writing and shall expressly refer to this Agreement, and shall become a part hereof.



ARTICLE EIGHTEEN — ANNEXES




The Annexes to this Agreement are made a part hereof for all purposes.



ARTICLE NINETEEN — JOINT AND SEVERAL GUARANTY




The GUARANTOR hereby becomes jointly and severally liable to BUYERS for punctual performance of
SELLER’s obligations hereunder.



ARTICLE TWENTY — NO ASSIGNMENT




Neither Party shall assign their rights under this Agreement in whole or in part, except upon
written agreement by both Parties to that effect.



ARTICLE TWENTY-ONE — GOVERNING LAW




This Agreement, its validity, effectiveness, interpretation, performance and/or nonperformance and
termination shall be governed by the laws of Chile.



ARTICLE TWENTY-TWO — DISPUTE RESOLUTION




Any and all controversies that may arise in connection with this Agreement, its existence,
validity, qualification, interpretation, scope, performance or termination, that cannot be resolved
in a friendly manner by the Parties within sixty (60) days after written notice by the aggrieved
Party to the other, shall be finally settled by arbitration administered by the International
Chamber of Commerce, in accordance with the Chamber’s Arbitration Rules, by three arbitrators
designated in accordance with the said Rules. Arbitration proceedings shall be conducted in Miami
(United States of America) in the Spanish language. The arbitrators shall settle the matter in
accordance with the laws of Chile.



The Parties expressly agree to abide by the resulting arbitration award.



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ARTICLE TWENTY-THREE — JOINT AND SEVERAL LIABILITY




GLR CHILE and GLR hereby become jointly and severally liable to SELLER for full and punctual
performance of their respective obligations under this Agreement and the Escrow Agreement.



ARTICLE TWENTY-FOUR — POWERS OF ATTORNEY




The powers of Mr. José Antonio Ituarte to act on behalf of CLAXSON CHILE S.A. are evidenced in a
deed executed before Eduardo Avello Concha, a Notary Public in Santiago, Chile, on December 21,
2006.



The powers of Mr. Roberto Vivo Chaneton to act on behalf of CLAXSON INTERACTIVE GROUP are evidenced
in a Resolution of the Board of Directors of CLAXSON INTERACTIVE GROUP dated December 14, 2006.



The powers of Mr. Jaime de Polanco Soutullo to act on behalf of GRUPO LATINO DE RADIODIFUSION CHILE
LIMITADA are evidenced in a deed executed before Raúl Undurraga Laso, a Notary Public in Santiago,
Chile, on December 29, 2004, recorded under No. 8063-2004.



The powers of Mr. Augusto Delkader Teig to act on behalf of GLR SERVICES, INC. are evidenced in a
Resolution of the Board of Directors of GLR SERVICES, INC. dated December 21, 2006.



IN WITNESS WHEREOF, the Parties have executed this Agreement in two counterparts dated as of the
same date, and acknowledge that any such counterpart that is signed via fax shall be fully valid.



	 	 	 
	/s/
Jose Antonio Ituarte

CLAXSON CHILE, S.A

	 	/s/ Jaime de Polanco Soutullo

GRUPO LATINO DE RADIODIFUSION CHILE LIMITADA
	 
	 	 
	/s/
Jose Antonio Ituarte

CLAXSON INTERACTIVE GROUP, INC.

	 	/s/ Augusto Delkader Teig

GLR SERVICES, INC.






ADDENDUM: In order to facilitate identification of the Annexes to this Agreement, the
Parties agree that the following individuals shall be specifically authorized to initial those
Annexes:



(a) For Claxson Chile S.A. and Claxson Interactive Group, Inc.: any one of Ricardo Berdickeski
Sommerfeld, Oscar Ferrari García and Carolina Pardo Sas.



(b) For Grupo Latino de Radiodifusión Chile Limitada and GLR Services, Inc.: any one of Javier
Cortezón and Bernardo García.




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