SECOND AMENDED AND RESTATED OPERATING AGREEMENT FOR PLAYBOY TV - LATIN AMERICA, LLC A CALIFORNIA LIMITED LIABILITY COMPANYOperating Agreement • January 23rd, 2003 • Claxson Interactive Group Inc • Television broadcasting stations • California
INDENTUREIndenture • July 15th, 2003 • Claxson Interactive Group Inc • Television broadcasting stations • New York
CONFIDENTIAL PLAYBOY TV - LATIN AMERICA PROGRAM SUPPLY AND TRADEMARK LICENSE AGREEMENTLicense Agreement • January 23rd, 2003 • Claxson Interactive Group Inc • Television broadcasting stations • New York
EXHIBIT 2.1Transfer Agreement • January 23rd, 2003 • Claxson Interactive Group Inc • Television broadcasting stations • New York
AGREEMENT by and among 1947 PTVI LLC 1945 PTVI LLCClaxson Interactive Group Inc • July 15th, 2003 • Television broadcasting stations • New York
SHAREHOLDERS AGREEMENTShareholders Agreement • December 17th, 2007 • Claxson Interactive Group Inc • Television broadcasting stations
GLOBOSAT PROGRAMADORA LTDA., a Brazilian limited liability company (sociedade limitada), with headquarters at Rua Itapiru 1209, Rio Comprido, Rio de Janeiro, RJ, Brazil (hereinafter referred to as “Globosat”); and
1 Exhibit 10.5 ------------------------- PLAYBOY TV INTERNATIONAL PROGRAM SUPPLY AGREEMENT -------------------------Program Supply Agreement • August 15th, 2001 • Claxson Interactive Group Inc • Television broadcasting stations • Delaware
PARENT COMPANY AGREEMENTParent Company Agreement • December 17th, 2007 • Claxson Interactive Group Inc • Television broadcasting stations
GLOBOSAT PROGRAMADORA LTDA., a Brazilian limited liability company, with headquarters at Rua Itapiru 1209, Rio Comprido, Rio de Janeiro, RJ, Brazil, (hereinafter referred to as “Globosat”);
OPERATING AGREEMENT FOR PLAYBOY TV INTERNATIONAL, LLC A DELAWARE LIMITED LIABILITY COMPANYOperating Agreement • August 15th, 2001 • Claxson Interactive Group Inc • Television broadcasting stations • Delaware
1 Exhibit 10.6 TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 15th, 2001 • Claxson Interactive Group Inc • Television broadcasting stations • Delaware
LOAN RE-STRUCTURING, RE-FINANCING AND RE-SCHEDULING AGREEMENT BY CORPBANCA, SCOTIABANK SUD AMERICANO Y BANKBOSTON, N.A., CHILE BRANCH TO IBEROAMERICAN RADIO CHILE S.A. AND BLAYA Y VEGA S.A. AND OTHERS AS SURETY AND JOINT AND SEVERAL CO-OBLIGORSClaxson Interactive Group Inc • July 19th, 2004 • Television broadcasting stations
In the City of Santiago de Chile, on this twenty-fifth day of June, two thousand four, there appear before me, PATRICIO ZALDIVAR MACKENNA, Notary Public in charge of the Eighteenth Notarial Register of Santiago, having offices at Bandera three hundred and forty-one: CORPBANCA S.A., a banking institution, having tax-payer number 97,023,000-9, herein represented, as evidenced, by Mr. FELIPE CONCHA VALDERRAMA, Chilean, married, agronomic engineer, holder of ID Card Cédula Nacional de Identidad Nº 7,485,233-5, and Mr. PABLO DE LA CERDA MERINO, Chilean, married, lawyer, holder of ID Card Cédula Nacional de Identidad Nº 6,277,689-7, all of them establishing domicile ad litem for the purposes hereof at 1072 Huérfanos St., Santiago, Chile, hereinafter, either of them “CORPBANCA”; SCOTIABANK SUD AMERICANO, a banking institution, organized and validly existing pursuant to the laws of Chile, having tax-payer number 97,018,000-1, herein represented, as evidenced, by Mr. CLAUDIO TESSA FERRADA, Chil
THIRD AMENDED AND RESTATED OPERATING AGREEMENT FOR PLAYBOY TV — LATIN AMERICA, LLC A CALIFORNIA LIMITED LIABILITY COMPANYOperating Agreement • December 6th, 2006 • Claxson Interactive Group Inc • Television broadcasting stations • California
This Third Amended and Restated Operating Agreement (this “Agreement”) of Playboy TV — Latin America, LLC, a limited liability company organized under the laws of the State of California (the “Company”), is made and entered into on November 10, 2006, by and between Playboy Entertainment Group, Inc., a Delaware corporation (together with its permitted successors and assigns “PEGI”) and Lifford International Co. Ltd., an International Business Company incorporated under the laws of the British Virgin Islands (together with its permitted successors and assigns “Lifford”), with reference to the following facts:
PLAYBOY TV — LATIN AMERICA AMENDED AND RESTATED PROGRAM SUPPLY AND TRADEMARK LICENSE AGREEMENT Between PLAYBOY ENTERTAINMENT GROUP, INC. as Licensor and PLAYBOY TV — LATIN AMERICA, LLC as Company November 10, 2006License Agreement • December 6th, 2006 • Claxson Interactive Group Inc • Television broadcasting stations • New York
THIS AMENDED AND RESTATED PROGRAM SUPPLY AND TRADEMARK LICENSE AGREEMENT (this “Agreement”) is entered into on November 10, 2006, between Playboy Entertainment Group, Inc., a Delaware corporation (“PEGI”), and Playboy TV–Latin America, LLC, a California limited liability company (including its subsidiaries, collectively the “Company”).
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, 2006Share Purchase Agreement • December 17th, 2007 • Claxson Interactive Group Inc • Television broadcasting stations
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, Providenc
EXHIBIT 4.7 April 4, 2001 VIA E-MAIL Claxson USA, Inc. formerly known as Cisneros Television Services, Inc. 404 Washington Avenue 8(th) Floor Miami Beach, FL 33139 Attention: Jose Antonio Inuarte Duran Re: Proposal regarding the following...Transponder Lease Agreement • July 15th, 2003 • Claxson Interactive Group Inc • Television broadcasting stations
ANOTARIA MUSALEMClaxson Interactive Group Inc • January 17th, 2003 • Television broadcasting stations
AMENDMENT NO. 1 TO THEProgram Supply Agreement • January 23rd, 2003 • Claxson Interactive Group Inc • Television broadcasting stations • Delaware
ARTICLE I CONTRIBUTIONVenus Contribution Agreement • January 23rd, 2003 • Claxson Interactive Group Inc • Television broadcasting stations • New York
STOCK PURCHASE AGREEMENT Among CLAXSON INTERACTIVE GROUP INC, CLAXSON USA II, INC. EL SITIO, INC. SANTORI N.V. MOREHAVEN INVESTMENTS, INC., MADARY S.A., TURNER INTERNATIONAL, INC. TURNER INTERNATIONAL HOLDING COMPANY and TURNER INTERNATIONAL LATIN...Stock Purchase Agreement • December 17th, 2007 • Claxson Interactive Group Inc • Television broadcasting stations • Delaware
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 14, 2006, 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 “Purchasers”).
ContractStock Purchase Agreement • December 17th, 2007 • Claxson Interactive Group Inc • Television broadcasting stations • Delaware
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”).
