Exhibit G
EXECUTION COPY
AMENDMENT NO. 1 TO COMBINATION AGREEMENT
AMENDMENT NO. 1, dated as of June 26, 2001 (this "Amendment"), to
the Combination Agreement, dated as of October 30, 2000 (the "Original
Agreement"), by and among Claxson Interactive Group Inc., formerly known as
New Site Inc. ("Holdco"), Carlyle Investments LLC ("Carlyle") and Carlton
Investments LLC ("Carlton"), together the assignees of Newhaven Overseas
Corp. (together with its assignees, "Newhaven"), Ibero-American Media
Partners II Ltd. ("IAMP"), 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") and El Sitio, Inc. ("El Sitio").
Capitalized terms used but not defined herein shall have the
meanings set forth in the Original Agreement, except as otherwise indicated
herein.
WITNESSETH
WHEREAS, the parties hereto have entered into discussions regarding
whether the conditions precedent to the obligations of the parties to complete
the Transactions are capable of being satisfied, whether a Material Adverse
Effect (as defined in the Original Agreement) has occurred with respect to El
Sitio and whether any of such parties would have a basis under the Original
Agreement for not proceeding to complete the Transactions;
WHEREAS, Holdco, Newhaven, Xxxxx, IAMP and El Sitio are all the
parties to the Original Agreement and desire to amend the Original Agreement on
the terms provided herein;
WHEREAS, Section 10.5 of the Original Agreement provides in relevant
part that the parties thereto may amend, supplement or otherwise modify the
Original Agreement only by a written instrument executed by the parties thereto;
WHEREAS, the respective Boards of Directors of Holdco, Newhaven,
Xxxxx, IAMP and El Sitio have approved this Amendment; and
WHEREAS, concurrently with the execution and delivery of this
Amendment and as a condition and inducement to each party's willingness to
execute this Amendment, IAMP and certain shareholders of El Sitio have confirmed
in writing their obligations under the Voting Agreement with respect to the
Original Agreement, the Transactions and the other matters contemplated therein,
each as amended by this Amendment;
NOW, THEREFORE, the parties hereto agree that the Original Agreement
(including the Exhibits thereto) is, effective as of the date hereof (the
"Amendment Date"), hereby amended as follows:
SECTION 1. Amendment to Sections 2.1(b), (c), and (d) of the
Original Agreement. Sections 2.1(b), (c), and (d) of the Original Agreement are
amended and restated in their entirety as follows:
(b) Second, IAMP shall contribute all of the common stock of
Imagen Satelital S.A. to Holdco in exchange for 58,515,439 Holdco
Common Shares (the "Imagen Contribution").
(c) Third, IAMP shall contribute all of the common stock owned
by IAMP of each of Chile Sub, Canal Joven S.A., Morehaven
Investments, Inc., IAMP (El Sitio) Investments Ltd. and Kedar
Enterprises Ltd. (with their respective subsidiaries and Imagen
Satelital S.A., the "IAMP Subsidiaries") to Holdco in exchange
for 71,818,488 Holdco Common Shares (together the "IAMP
Contribution"). Immediately following the Effective Time, Holdco
shall issue to IAMP two Class C Common Shares of Holdco, par
value U.S.$1.00 per share (the "C Shares"), and one Class H
Common Share of Holdco, par value U.S.$1.00 per share (the "H
Share"), as additional consideration for the IAMP Contribution.
(d) Fourth, Carlyle and Carlton shall contribute all of the
capital stock of Rainbow Heights International Ltd. ("Rainbow"),
VSI US Inc. and Iberoamerican Media Management, Inc. and all of
the capital stock owned by Carlyle and Carlton in ARTISTdirect,
Inc. and AEI Collingham Holdings Co. Ltd. (the "Hampstead
Subsidiaries") to Holdco (the "Hampstead Contribution") and
Carlyle and Carlton shall contribute all of the membership
interest owned by Carlyle and Carlton in Playboy TV International
LLC (together with the Hampstead Subsidiaries, the "Newhaven
Subsidiaries") in exchange for 17,977,093 Holdco Common Shares
(the "Newhaven Contribution" and, together with the Imagen
Contribution, the IAMP Contribution and the Hampstead
Contribution, the "Contributions").
SECTION 2. Amendment to Section 3.5 of the Original Agreement.
Section 3.5(b) of the Original Agreement is amended by inserting the following
in lieu of clause (ii):
the fair market value of a Holdco Common Share on the trading day
following the Effective Time. In the event that Holdco Common Shares
are not quoted on The Nasdaq National Market ("Nasdaq") as of the
trading day following the Effective Time, the fair market value of a
Holdco Common Share shall be determined by the board of directors of
Holdco in its reasonable discretion; provided that such
determination by the board of directors shall be made by a vote of
at least two-thirds of the directors. In the event that Holdco
Common Shares are traded on Nasdaq or listed on a national
securities exchange in the U.S. as of the trading day following the
Effective Time, the fair market value of such shares shall be deemed
to be the average of the high and low bid prices during regular
trading hours (or, in the case of such an exchange, the closing
price as reported on the consolidated transaction tape for trading
during regular trading hours) per Holdco Common Share on Nasdaq or
such an exchange for the first trading day following the date on
which the Effective Time occurs.
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SECTION 3. Amendment to Section 3.13 of the Original Agreement. (a)
Section 3.13 of the Original Agreement is amended by changing the parenthetical
in the first sentence to read as follows:
(including, without limitation, the Indemnification and
Contribution Agreement, as may be amended from time to time)
(b) Section 3.13 of the Original Agreement is further amended by
adding the following sentence to the beginning of Section 3.13:
Immediately prior to the Effective Time, IAMP shall cause one or
more of its subsidiaries to distribute an aggregate amount of U.S.$5
million to IAMP, which amount shall not be contributed to Holdco.
SECTION 4. Amendment to Section 4.4 of the Original Agreement.
Section 4.4 of the Original Agreement is amended and restated in its entirety as
follows:
4.4. Expiration of Representations and Warranties. The respective
representations and warranties of El Sitio, Newhaven, Xxxxx and IAMP
contained herein or in any certificate or other document delivered
prior to or on the Closing Date shall expire and be terminated and
extinguished on the Closing Date, and thereafter El Sitio, Newhaven,
Xxxxx and IAMP shall have no liability whatsoever with respect to
any such representation or warranty. None of the controlling
persons, shareholders, members, legal representatives, officers,
directors or affiliates of El Sitio, Newhaven, Xxxxx or IAMP nor any
controlling person, legal representative, heir, successor or assign
of any such officer, director or affiliate shall have any liability
for any breach of any representation, warranty, covenant or
agreement of any of El Sitio, Newhaven, Xxxxx or IAMP under this
Agreement.
SECTION 5. Amendments to Article 5 of the Original Agreement.
(a) Amendment to Section 5.2 of the Original Agreement. (i) Each
reference in Section 5.2 of the Original Agreement to "U.S.$2.5 million
individually and U.S.$10 million in the aggregate" is hereby amended to read
"U.S.$500,000 individually and U.S.$2 million in the aggregate."
(ii) Section 5.2 of the Original Agreement is amended to add the
following subsection (j):
(j) Notwithstanding anything in this Agreement to the contrary,
following the Amendment Date, none of the IAMP Subsidiaries or the
Newhaven Subsidiaries will enter into any transaction or
transactions, whether or not in the ordinary course of business or
consistent with past practice, having a value in excess of
U.S.$500,000 individually and U.S.$2 million in the aggregate.
(b) Amendment to Section 5.3 of the Original Agreement. (i) Each
reference in Section 5.3 of the Original Agreement to "U.S.$2.5 million
individually and U.S.$10 million in
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the aggregate" is hereby amended to read "U.S.$500,000 individually and U.S.$2
million in the aggregate."
(ii) Section 5.3 of the Original Agreement is amended to add the
following subsection (k):
(k) Notwithstanding anything in this Agreement to the contrary,
following the Amendment Date, none of El Sitio nor any of the El
Sitio Subsidiaries will enter into any transaction or transactions,
whether or not in the ordinary course of business or consistent with
past practice, having a value in excess of U.S.$500,000 individually
and U.S.$2 million in the aggregate.
(c) Amendment to Section 5.5(c) of the Original Agreement.
Section 5.5(c) of the Original Agreement is amended by adding the following
to the end thereof:
Notwithstanding anything in this Agreement to the contrary, (i) no
party shall be required, under any provision of Article 5 of this
Agreement or otherwise, to contribute, transfer, assign, sell or
convey any asset to El Sitio in order to prevent or impede El Sitio
from being a "passive foreign investment company" within the meaning
of Section 1297(a) of the Code for any period, and (ii) no party may
assert a failure to satisfy or waive any condition set forth in
Article 7 of this Agreement if such failure is due to (A) the fact
or possibility that El Sitio is or may be a "passive foreign
investment company" within the meaning of Section 1297(a) of the
Code for any period or (B) the unwillingness of any Person to (x)
make any representation or warranty (whether or not qualified by
knowledge or similarly qualified) concerning El Sitio's status as a
"passive foreign investment company" within the meaning of Section
1297(a) of the Code for any period or concerning the composition of
the assets or gross income of El Sitio for purposes of determining
El Sitio's status as a "passive foreign investment company" within
the meaning of Section 1297(a) of the Code for any period, (y) enter
into any covenant to take any action described in clause (i) of this
sentence or make any representation or warranty of intent to take
any such action or (z) make or accept any assumption as to El
Sitio's status as a "passive foreign investment company" within the
meaning of Section 1297(a) of the Code for any period or concerning
the composition of the assets or gross income of El Sitio for
purposes of determining El Sitio's status as a "passive foreign
investment company" within the meaning of Section 1297(a) of the
Code for any period or as to any Person's taking or intending to
take any action described in clause (i) of this sentence.
(d) Amendment to Section 5.10(a) of the Original Agreement. The
last sentence of Section 5.10(a) of the Original Agreement is amended and
restated in its entirety as follows:
For purposes of this Section 5.10, "fair market value", means, with
respect to each Holdco Common Share, (1) if Holdco Common Shares are
listed on Nasdaq or
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traded on a national securities exchange as of the applicable
conversion date, the greater of (A) U.S.$2 and (B) the average of
the daily high and low bid prices (or, in the case of a national
securities exchange, the closing price as reported on the
consolidated transaction tape for trading during regular trading
hours) per Holdco Common Share on Nasdaq or such exchange for the 10
trading days immediately preceding the applicable conversion date
for the preferred shares or (2) if Holdco Common Shares are not so
listed or traded as of the applicable conversion date, the greater
of (C) U.S.$2 and (D) the fair market value of one Holdco Common
Share, as determined by the board of directors of Holdco in its
reasonable discretion; provided that such determination by the board
of directors shall be made by a vote of at least two-thirds of the
directors.
(e) Amendment to Section 5.11 of the Original Agreement.
Section 5.11 of the Original Agreement is hereby deleted in its entirety.
(f) Article 5 of the Original Agreement is further amended by
adding the following Section 5.14:
5.14 Insurance. From and after the Amendment Date, El Sitio shall
take all appropriate action, including but not limited to the
payment of all premiums, to ensure that all insurance coverage of El
Sitio and its directors and officers that was in effect as of
October 30, 2000, after taking into account renewals and extensions
of the relevant insurance policies, shall continue in effect, in all
material respects, through and including the Closing Date.
SECTION 6. Amendment to Section 6.3(a) of the Original Agreement.
(a) Section 6.3(a) of the Original Agreement is hereby amended by deleting such
Section in its entirety and substituting in lieu thereof the following:
(a) At or prior to the Effective Time, Newhaven, Xxxxx and El
Sitio will take all action necessary to cause the board of directors
of Holdco immediately following the Effective Time to include three
independent directors designated by mutual agreement of Newhaven,
Xxxxx and the Founders, four designees of Newhaven, three designees
of Xxxxx, and one designee of the Founders (in each case, until the
earlier of their resignation or removal or until their respective
successors are duly elected and qualified, as the case may be) and
be otherwise constituted as provided in the Holdco Memorandum and
Articles of Association. It is intended that Xxxxxxx Vivo-Chaneton
will be the initial chairman and chief executive officer of Holdco
and that Xxxxxx Xxxxxxxxx and Xxxx X. Xxxxxx will be named initial
vice chairmen of Holdco, in each case, until the earlier of his
respective resignation or removal or until a successor is duly
elected and qualified, as the case may be.
SECTION 7. Amendment to Section 7.1 of the Original Agreement.
Section 7.1 of the Original Agreement is amended by adding the following at the
end thereof:
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(g) Nasdaq Listing. Notwithstanding Section 6.7 or any other
provision of this Agreement, approval for listing on Nasdaq of the Holdco Common
Shares shall not be a condition precedent to the obligations of each of El
Sitio, each Media Company, Newhaven or Xxxxx under this Agreement.
SECTION 8. Amendment to Section 7.2(a) of the Original Agreement.
Section 7.2(a) of the Original Agreement is amended and restated in its entirety
as follows:
(a) Accuracy of Representations and Warranties. (i) All
representations and warranties of Newhaven, Xxxxx and IAMP, as the
case may be, contained herein or in any certificate delivered to El
Sitio pursuant hereto, shall have been true and correct in all
respects on and as of the Amendment Date, with the same force and
effect as though such representations and warranties had been made
on and as of the Amendment Date, except: (A) to the extent that any
such representation or warranty is made as of a specified date, in
which case such representation or warranty shall have been true and
correct in all respects as of such date; (B) for all representations
and warranties contained in Sections 4.1(h)(i), 4.1(i), 4.2(h)(i)
and 4.2(i), which shall be true and correct only as of the date of
the Original Agreement; and (C) after giving effect to clauses (A)
and (B), for all such inaccuracies or misstatements that,
individually or in the aggregate, would not have a Material Adverse
Effect on IAMP and the IAMP Subsidiaries taken as a whole or
Newhaven and the Newhaven Subsidiaries taken as a whole.
(ii) No Extraordinary Adverse Change. Except as contemplated by or
disclosed in this Agreement or in the Exhibits or the Disclosure
Schedule of any Media Company, subsequent to the Amendment Date,
there has not occurred or arisen, any Extraordinary Adverse Change
in respect of IAMP and the IAMP Subsidiaries taken as a whole or
Newhaven and the Newhaven Subsidiaries taken as a whole.
SECTION 9. Amendment to Section 7.2(e) of the Original Agreement.
Section 7.2(e) of the Original Agreement is hereby deleted in its entirety.
SECTION 10. Amendment to Section 7.3(a) of the Original Agreement.
Section 7.3(a) of the Original Agreement is amended and restated in its entirety
as follows:
(a) Accuracy of Representations and Warranties. (i) All
representations and warranties of El Sitio contained herein or in
any certificate or document delivered to Newhaven, Xxxxx or the
Media Companies pursuant to this Agreement shall have been true and
correct in all respects on and as of the Amendment Date, with the
same force and effect as though such representations and warranties
had been made on and as of the Amendment Date, except: (A) to the
extent that any such representation or warranty is made as of a
specified date, in which case such representation or warranty shall
have been true and correct in all respects as of such date; (B) for
all representations and warranties contained in Sections
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4.3(h)(i) and 4.3(i), which shall be true and correct only as of the
date of the Original Agreement; (C) as set forth in the supplemental
disclosure schedule to Schedule 4.3(j) of El Sitio annexed hereto;
and (D) after giving effect to clauses (A), (B) and (C), for all
such inaccuracies or misstatements that, individually or in the
aggregate, would not have a Material Adverse Effect on El Sitio and
the El Sitio Subsidiaries taken an a whole.
(ii) No Extraordinary Adverse Change. Except as otherwise
contemplated by or disclosed in this Agreement or the Exhibits
hereto or the El Sitio Disclosure Schedule, subsequent to the
Amendment Date, there has not occurred any Extraordinary Adverse
Change in respect of El Sitio and the El Sitio Subsidiaries taken as
a whole.
SECTION 11. Amendment to Section 8.1 of the Original Agreement.
Section 8.1 of the Original Agreement is amended to delete the reference to July
30, 2001 and replace such reference with June 26, 2002.
SECTION 12. Amendment to Article 9 of the Original Agreement. Except
for the first sentence of Section 9.1(a)(ii), which shall remain in full force
and effect, Article 9 of the Original Agreement is deleted in its entirety.
SECTION 13. Amendments to Section 10.13(a) of the Original
Agreement. (a) Section 10.13(a)(vii) of the Original Agreement is amended
by adding the following parenthetical to the end of clause (2):
(including, without limitation, the internet sectors of such
industries),
(b) Section 10.13(a) of the Original Agreement is further
amended by adding the following:
(iii) "Extraordinary Adverse Change" means (i) the incurrence or
existence of any liability or obligation, or any group of directly
related additional liabilities or obligations, of any nature
(whether accrued, absolute, contingent or otherwise) by or in
respect of any applicable Person which is or are reasonably likely
to exceed U.S.$30 million (after taking into account applicable
insurance or indemnity recovery rights) and which did not exist or
was not disclosed in the Disclosure Schedules (including, in the
case of El Sitio, the supplemental disclosure schedule to Schedule
4.3(j) of El Sitio annexed hereto) prior to or on the Amendment
Date, or (ii) any change, event or circumstance arising after the
Amendment Date that affects in a catastrophic or fundamentally
adverse way the manner in which such Person conducts, or the ability
of such Person to conduct, its business.
SECTION 14. Amendments to Exhibit A (Holdco Agreement). Capitalized
terms used in this Section 14 but not defined herein or in the Original
Agreement shall have the meanings set forth in the Holdco Agreement.
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(a) Amendments to Section 1.1 of the Holdco Agreement. (i)
The definition of "5% Event" in the Holdco Agreement is hereby deleted.
(ii) The following definition will be inserted after the definition
of "Subsidiaries" appearing in Section 1.1 of the Holdco Agreement:
"3% Event" shall mean, with respect to any Holder, any time at which
the aggregate Ownership Percentage of such Holder and its Corporate
Affiliates is less than 3% and any time thereafter (regardless of
whether such Ownership Percentage subsequently is returned to or
above such level and regardless of the cause of such event).
(b) Amendment to Holdco Agreement. The Holdco Agreement is hereby
further amended by replacing each reference to "5% Event" appearing therein with
the term "3% Event".
(c) Amendment to Section 4 .1(c) of the Holdco Agreement. Section
4.1(c) of the Holdco Agreement is hereby amended to delete the reference to 20%
and replace it with 25%.
SECTION 15. Amendments to Exhibit E-2 (Holdco Articles of
Association). Capitalized terms used in this Section 15 but not defined herein
or in the Original Agreement shall have the meanings set forth in the Holdco
Memorandum and Articles of Association. The parties agree that the Articles of
Association of Holdco, effective as of the Closing Date, shall be amended to
provide as follows:
(i) The minimum number of directors shall be eleven (11) and the
maximum shall be twelve (12). Initially, the Board shall consist of:
(A) four persons elected by the Class C Group, voting separately as
a class, who will serve as directors of the Company until their
successors are duly appointed or elected (each, a "Carlyle or
Carlton Director"), (B) one person elected by the Class F Group,
voting separately as a class, who will serve as a director of the
Company until his successor is duly appointed or elected (the
"Founders Director"), (C) three persons elected by the Class H
Group, voting separately as a class, who will serve as directors of
the Company until their successors are duly appointed or elected
(each, a "Xxxxx Director"), (D) one person elected by a resolution
of directors who shall also be the Chief Executive Officer of the
Company, who shall serve as Chairman of the Board and (E) three
persons who are elected by unanimous consent of the holders of Class
C Common Shares and Class H Common Shares and the holders of a
majority of the Class F Common Shares (each, an "Independent
Director").
(ii) Prior to a 15% Event with respect to the applicable Group, at
any meeting of the Board, a quorum shall require, in addition to any
other requirement of applicable law, the presence of at least one
Class C Director and one Class H Director.
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(iii) Any Class C or Class H Director may appoint another individual
to act as an alternate for purposes of attending and/or voting at
meetings of the Board. Such individual may but need not be another
Director.
(iv) Any transaction having a value in excess of $250,000 in which a
Group (or any Affiliate of, or Person related to, a member of a
Group) has an interest (other than such Group's interest in the
Company) shall require, in addition to any other approval required,
the approval of a majority of Directors who were not elected solely
by such Group.
SECTION 16. Effect of Amendment. Other provisions of the Original
Agreement, the Exhibits thereto and related agreements are hereby revised to
conform to these changes mutatis mutandis. Except as amended hereby, the
Original Agreement shall remain unchanged. The Original Agreement as amended
hereby shall continue in full force and effect. Each reference to "hereof,"
"hereunder," "herein," and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Original Agreement shall, after this Amendment becomes effective, refer to the
Original Agreement as amended hereby. The transactions contemplated by the
Original Agreement, as amended hereby, are collectively referred to herein as
the "Revised Transaction." Each reference to the "Transaction" or "Transactions"
shall be deemed to refer to the Revised Transaction.
SECTION 17. Representations and Warranties of Each Party to This
Amendment. Each party hereto represents and warrants to each other party hereto,
as to itself, as follows, which representations and warranties shall be deemed
to be included in the corresponding Sections of Article 4 of the Original
Agreement:
Such party has all necessary corporate or other power and authority
to execute and deliver this Amendment, to perform its obligations
hereunder, and to consummate the Revised Transaction. The execution,
delivery and performance by such party of this Amendment and the
consummation by such party of the Revised Transaction have been duly
and validly authorized and approved by all necessary corporate or
other action. No other corporate, shareholder or member action is
necessary for the authorization, execution, delivery and performance
by such party of this Amendment and the consummation by such party
of the Revised Transaction other than the approvals set forth in
such party's Disclosure Schedule, which corporate approvals shall
have been obtained by, and be in full force and effect on, the
Closing Date. This Amendment has been duly executed and delivered by
such party, and constitutes a valid and legally binding obligation
of such party enforceable against such party in accordance with its
terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, by general
equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law) or by an implied
covenant of good faith and fair dealing.
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SECTION 18. Representations and Warranties of El Sitio. El Sitio
represents to each other party hereto as follows, which representations and
warranties shall be included in Section 4.3 of the Original Agreement:
(i) El Sitio has entered into amended Voting Agreements with each
of the parties to the original Voting Agreements encompassing the
matters set forth in this Amendment and the terms of the Revised
Transaction (the "Amended Voting Agreements"), copies of which have
been provided to Newhaven and Xxxxx. References in the Original
Agreement and the Holdco Agreement to the "Voting Agreement" or
"Voting Agreements" shall refer to the Amended Voting Agreements.
(ii) The Board of Directors of El Sitio, by resolutions duly
adopted by unanimous vote of those voting at a meeting duly called
and held and not subsequently rescinded or modified in any way, has
duly (A)determined that this Amendment and the Revised Transaction
are fair to and in the best interests of El Sitio and its
shareholders and declared the Revised Transaction to be advisable,
(B) approved this Amendment and the Revised Transaction, and
(C) recommended that the shareholders of El Sitio approve the
Revised Transaction and directed that such matter be submitted for
consideration by El Sitio's shareholders at a special shareholders'
meeting. El Sitio Board Approval constitutes approval of this
Amendment and the Revised Transaction for purposes of Part VII of
the BVI Companies Ordinance. To the knowledge of El Sitio, no
foreign or U.S. takeover statute is applicable to this Amendment or
the Revised Transaction.
(iii) El Sitio has received an opinion of Credit Suisse First
Boston, dated as of the Amendment Date to the effect that, as of the
date of such opinion, the terms of the Revised Transaction are fair
to El Sitio's stockholders, other than IAMP and its affiliates, from
a financial point of view. Complete and correct signed copies of
such opinions will be delivered to Newhaven and Xxxxx as soon as
practicable after the Amendment Date.
(iv) As of the Amendment Date, neither El Sitio nor any of its
executive officers has knowledge of any fact or circumstance that
would entitle any of the insurance carriers that have carried any
insurance policies covering El Sitio and its directors and officers
during the last three years to limit or avoid, in any material
respect, such carrier's obligation to pay any claim covered by such
insurance policies with respect to the legal proceedings listed on
the supplemental disclosure schedule to Schedule 4.3(j) of El Sitio
annexed hereto and any related or similar proceedings.
SECTION 19. Governing Law; Jurisdiction. This Amendment shall
be governed by and construed in accordance with the law of the State of New
York, without regard to the conflicts of law rules of such state.
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SECTION 20. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same
effect as if the signatures hereto were upon the same instrument.
[Rest of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have executed, or caused
their respective officers thereunto duly authorized to execute, this Amendment
as of the date first written above.
CLAXSON INTERACTIVE GROUP INC.
By: /s/Xxxxx Xxxxxxx/Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxx/Xxxxxxx Xxxxxx
Title: Aurthorized Representatives
CARLYLE INVESTMENTS LLC
By: /s/Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Attorney-in-Fact
CARLTON INVESTMENTS LLC
By: /s/Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Attorney-in-Fact
HICKS, MUSE, XXXX & XXXXX LATIN AMERICA
FUND, L.P.
By: /s/Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Principal
HICKS, MUSE, XXXX & XXXXX LATIN AMERICA
PRIVATE FUND, L.P.
By: /s/Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Principal
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XXXX 0-XXX XXXXXXXXXXX, L.P.
By: /s/Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Principal
IBERO-AMERICAN MEDIA PARTNERS II LTD.
By: /s/Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Attorney-in-Fact
By: /s/Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Attorney-in-Fact
EL SITIO, INC.
By: /s/Xxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Chief Financial Officer
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