Exhibit H
El Sitio, Inc. Ibero-American Media Partners II Ltd.
Avenida Ingeniero Huergo 1167 x/x Xxxxxx Xxxxxxxxxxx
X0000XXX Xxxxxx Xxxxx 000 Xxxxxxxx Xxx
Xxxxxxxxx Xxxxx Xxxxx, Xxxxxxx 00000
Fax: (5411) 0000-0000 Fax: (000) 000-0000
June 26, 2001
The Shareholder Named on the
Signature Page Hereof
Re: Amendment No. 1 to the Combination Agreement
Dear Shareholder:
Reference is made to the Voting Agreement, dated as of October 29,
2000 (the "Voting Agreement"), among Ibero-American Media Partners II Ltd., a
Cayman Islands company ("IAMP"), El Sitio, Inc., a British Virgin Islands
international business company ("El Sitio"), and the shareholder named on the
signature page hereof (the "Shareholder"). Capitalized terms used but not
defined in this letter agreement (this "Letter Agreement") have the meanings
given to them in the Voting Agreement.
Attached hereto is a form of Amendment No. 1 (the "Amendment") to be
entered into as of the date hereof to the Combination Agreement, dated as
October 30, 2000 (the "Combination Agreement"), among Claxson Interactive Group
Inc. (formerly New Site Inc.), Carlyle Investments LLC ("Carlyle") and Carlton
Investments LLC ("Carlton," and, together with Carlyle, the successors to
Newhaven Overseas Corp.), Hicks, Muse, Xxxx & Xxxxx Latin America Fund, L.P.
("HMTF I"), Hicks, Muse, Xxxx & Xxxxx Latin America Private Fund, L.P. ("HMTF
II"), HMLA 1-SBS Coinvestors, L.P. ("HMTF III" and, together with HMTF I and
HMTF II, "Xxxxx"), IAMP and El Sitio.
Please execute and deliver the signature page hereto to indicate
your acceptance of, and our mutual agreement regarding, the following terms:
Each of El Sitio and the Shareholder understands and acknowledges
that Xxxxxxx, Xxxxxxx, Xxxxx and IAMP are entering into the Amendment in
reliance upon the Shareholder's execution and delivery of this Letter Agreement.
Each of IAMP, Xxxxxxx, Xxxxxxx and Xxxxx understands and acknowledges that El
Sitio and the Shareholder are entering into the Amendment in reliance upon the
IAMP's execution and delivery of this Letter Agreement.
El Sitio, IAMP and the Shareholder hereby acknowledge that
references to "the Combination Agreement" or the "Merger" in the Voting
Agreement shall refer to the Combination Agreement and the Merger as amended by
the Amendment. Except as supplemented hereby, the provisions of the Voting
Agreement are hereby ratified and confirmed by the parties and shall remain in
full force and effect.
This Letter Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York. This Letter Agreement may be
executed in one or more counterparts, all of which shall be considered one and
the same agreement and, upon the execution and delivery by the Shareholder of a
signature page hereto, shall become effective and binding upon such Shareholder,
El Sitio and IAMP.
Very truly yours,
IBERO-AMERICAN MEDIA PARTNERS II LTD.
By: ___________________
Name:
Title:
By: ___________________
Name:
Title:
EL SITIO, INC.
By: ___________________
Name:
Title:
Accepted as of the date
first written above by:
SHAREHOLDER
By: ___________________
Name:
Title:
