exv4w1









    Exhibit 4.1




 




    AMENDMENT NO. 1 TO

    SECOND AMENDED AND RESTATED WARRANT AGREEMENT



 



    This Amendment (this “Amendment”) is made as of
    November 29,
    2010 by and among Liberty Acquisition Holdings Corp., a Delaware
    corporation (the “Company”), Liberty
    Acquisition Holdings Virginia, Inc., a Virginia corporation
    (“Liberty Virginia”), Continental Stock
    Transfer & Trust Company, a New York corporation
    (the “Warrant Agent”), and Promotora de
    Informaciones, S.A., a sociedad anónima organized under the
    laws of Spain (“PRISA”).



 



    WHEREAS, the Company and the Warrant Agent are parties to that
    certain Second Amended and Restated Warrant Agreement, dated as
    of December 6, 2007 and filed with the United States
    Securities and Exchange Commission on December 12, 2007
    (the “Existing Warrant Agreement”), pursuant to
    which the Company has issued Warrants to purchase
    76,687,500 shares of Common Stock (collectively, the
    “Warrants”);



 



    WHEREAS, the terms of the Warrants are governed by the Existing
    Warrant Agreement and capitalized terms used herein, but not
    otherwise defined, shall have the meanings given to such terms
    in the Existing Warrant Agreement;



 



    WHEREAS, on August 4, 2010, the Company, Liberty Virginia
    and PRISA entered into an Amended and Restated Business
    Combination Agreement (as amended from time to time, the
    “Business Combination Agreement”), pursuant to
    which, upon the consummation of the transactions contemplated by
    the Business Combination Agreement, the stockholders of the
    Company will come to own newly issued American Depositary
    Receipts representing newly issued (i) Class A
    Ordinary Shares of PRISA and (ii) convertible non-voting
    shares (acción sin voto convertible) of PRISA;



 



    WHEREAS, the Business Combination Agreement provides for the
    merger of the Company with and into Liberty Virginia, its wholly
    owned subsidiary, upon consummation of which, as provided in
    Section 4.4 of the Existing Warrant Agreement, the Warrants
    will no longer be exercisable for shares of Common Stock but
    instead will be exercisable (subject to the terms and conditions
    of the Existing Warrant Agreement as amended hereby) for shares
    of common stock, par value $0.0001 per share, of Liberty
    Virginia;



 



    WHEREAS, the Board of Directors of the Company has determined
    that the consummation of the transactions contemplated by the
    Business Combination Agreement will constitute a Business
    Combination between the Company and PRISA;



 



    WHEREAS, pursuant to the Business Combination Agreement, the
    Company agreed to seek the approval of this Amendment by the
    Registered Holders of a majority of the outstanding Warrants
    (the “Warrant Proposal”) such that, in
    connection with the transactions contemplated by the Business
    Combination Agreement, PRISA will be required to purchase, and
    the holders of Warrants will be required to exchange, all of the
    outstanding Warrants for the Consideration (as defined below)
    and on such other terms and subject to such conditions as are
    set forth herein;



 



    WHEREAS, Section 9.8 of the Existing Warrant Agreement
    provides that the Company and the Warrant Agent may amend the
    Existing Warrant Agreement with the written consent of the
    Registered Holders of a majority of the outstanding Warrants;



 



    WHEREAS, the Registered Holders of a majority of the outstanding
    Warrants have approved the Warrant Proposal; and



 



    WHEREAS, the representative of the underwriters has waived any
    and all rights to consent to any modification or amendment of
    the Existing Warrant Agreement contemplated by Section 9.8
    of the Existing Warrant Agreement.



 



    NOW, THEREFORE, in consideration of the mutual agreements
    contained herein and other good and valuable consideration, the
    receipt and sufficiency of which are hereby acknowledged, and
    intending to be legally bound hereby, the parties hereto agree
    to amend the Existing Warrant Agreement as set forth herein.





    

 








 







    1. Amendment of Existing Warrant Agreement.



 



    1.1 Mandatory Exchange of
    Securities.  Section 6 of the Existing
    Warrant Agreement is hereby amended and restated in its entirety
    so that it now reads in full as follows:



 



    “6 Mandatory Exchange of Securities.



 



    6.1 Definitions.



 



    Capitalized terms used in this Section 6, but not
    otherwise defined in this Agreement, shall have the meanings
    given to such terms in the Amended and Restated Business
    Combination Agreement, dated as of August 4, 2010,
    among Promotora de Informaciones, S.A., a sociedad
    anónima organized under the laws of Spain
    (“PRISA”), Liberty Acquisition Holdings Corp.
    and Liberty Acquisition Holdings Virginia, Inc., a Virginia
    corporation (“Liberty Virginia”) (the
    “Business Combination Agreement”), a copy of
    which is included in the PRISA prospectus dated
    October 25,
    2010 and previously delivered to Registered Holders in
    connection with soliciting consents for Amendment No. 1 to
    this Agreement.



 



    6.2 Exchange.



 



    6.2.1 Notwithstanding anything contained in this Agreement
    to the contrary, at the Exchange Effective Time, and subject to
    the Share Exchange being consummated, except as provided in
    Section 6.3 herein or as such consideration may be
    changed as occasioned by the last paragraph of
    Section 3.5(a) of the Business Combination Agreement, each
    Warrant issued and outstanding immediately prior to the Exchange
    Effective Time shall, automatically and without any action by
    the Registered Holder thereof, be exchanged by PRISA and
    transferred by such Registered Holder to PRISA (the
    “Warrant Exchange”), in consideration for:



 



    (i) a payment by Liberty Virginia in cash in the amount of
    US$0.90 (the “Cash Consideration”) to be
    delivered by or at the direction of Liberty Virginia; and



 



    (ii) the exchange by PRISA of 0.450 newly issued PRISA
    Class A Ordinary Shares (the “Ordinary Share
    Consideration,” and together with the Cash
    Consideration, the “Consideration”) to be
    delivered by PRISA to the Depositary as provided for herein.



 



    6.2.2 Notwithstanding anything contained in this Agreement
    to the contrary, upon consummation of the Share Exchange, and
    without any action by the Registered Holder thereof, each
    Registered Holder of Warrants (other than Prisa) shall cease to
    have any rights with respect to the Warrants other than the
    right to receive the Consideration.



 



    6.3 Delivery of Consideration.



 



    6.3.1 Each PRISA Share issued as part of the Consideration
    shall be registered in the name of the Depositary by Iberclear
    and then delivered in the form of PRISA ADSs evidenced by ADRs,
    with each PRISA ADS-A representing
    four
    PRISA Class A Ordinary Shares. Each PRISA ADS shall be
    issued in accordance with the Deposit Agreement.



 



    6.3.2 The aggregate Cash Consideration payable to each
    former Registered Holder shall be rounded down to the nearest
    whole cent after multiplying the aggregate number of outstanding
    Warrants held by such former Registered Holder by the Cash
    Consideration.



 



    6.3.3 If, between the date of this Agreement and the
    Exchange Effective Time, PRISA, Liberty or Liberty Virginia
    undergoes a change in capitalization affecting the Warrants, an
    appropriate and proportionate adjustment shall be made to the
    Ordinary Share Consideration in order to preserve the economic
    benefits of the Warrant Exchange to the parties.



 



    6.3.4 In so far as the provisions of Article IV of the
    Business Combination Agreement relate to the obligations and
    rights of the parties to this Agreement regarding the Warrant
    Exchange, such provisions are hereby incorporated herein by
    reference; provided, however, that nothing in this
    Section 6.3.4 or this Agreement, whether expressed
    or implied, is intended to confer upon any Person, including any
    beneficial owner or Registered Holder of Warrants, any rights or
    remedies under or by reason of the Business Combination
    Agreement enforceable against the parties thereto or their
    successors or assigns.





    

    2








 







    6.3.5 Notwithstanding anything herein to the contrary, the
    Company shall not be required to provide any prior notice of the
    Warrant Exchange to any Registered Holder.



 



    6.4 Each of the parties hereto acknowledges and agrees that
    the obligations under this Section 6 to deliver the
    Ordinary Share Consideration shall be satisfied by PRISA.



 



    6.5 Each of the parties hereto acknowledges and agrees that
    the obligations under this Section 6 to deliver the
    Cash Consideration shall be satisfied by or at the direction of
    Liberty Virginia.”



 



    1.2 Appointment of Warrant
    Agent.  Existing Warrant Agreement is hereby
    amended to add a new Section 1.2, which shall read in full
    as follows:



 



    “1.2 Appointment of Warrant Agent at Exchange
    Time.  Notwithstanding anything contained in
    this Agreement to contrary (including that the Warrant Agent be
    a New York Corporation), at the Exchange Effective Time, PRISA
    shall act as agent for the Company, its successors and assigns
    for the Warrants, and PRISA agrees to perform in accordance with
    the terms and conditions set forth in this Agreement. At such
    time as PRISA is appointed, Continental Stock
    Transfer & Trust Company shall have no further
    rights or obligations under the Agreement, and the term
    “Warrant Agent,” as used in this Agreement,
    shall refer exclusively to PRISA.”



 



    2. Miscellaneous Provisions.



 



    2.1 PRISA Obligation.  Each of the
    parties hereto acknowledges and agrees that the obligations
    under Section 6.2 of the Existing Warrant Agreement (as
    amended by this Amendment) to deliver the Ordinary Share
    Consideration and Convertible Non-Voting Share Consideration
    shall be satisfied by PRISA



 



    2.2 Liberty Virginia
    Obligation.  Each of the parties hereto
    acknowledges and agrees that the obligations under
    Section 6.2 of the Existing Warrant Agreement (as amended
    by this Amendment) to deliver the Cash Consideration shall be
    satisfied by or at the direction of Liberty Virginia.



 



    2.3 Effectiveness of Warrant.  Each
    of the parties hereto acknowledges and agrees that the
    effectiveness of this Amendment shall be expressly subject to
    the occurrence of the Share Exchange (as defined in the Business
    Combination Agreement) and shall automatically be terminated and
    shall be null and void if the Business Combination Agreement
    shall be terminated.



 



    2.4 Successors.  All the covenants
    and provisions of this Amendment by or for the benefit of the
    Company or the Warrant Agent shall bind and inure to the benefit
    of their permitted respective successors and assigns.



 



    2.5 Severability.  This Amendment
    shall be deemed severable, and the invalidity or
    unenforceability of any term or provision hereof shall not
    affect the validity or enforceability of this Amendment or of
    any other term or provision hereof. Furthermore, in lieu of any
    such invalid or unenforceable term or provision, the parties
    hereto intend that there shall be added as a part of this
    Amendment a provision as similar in terms to such invalid or
    unenforceable provision as may be possible and be valid and
    enforceable.



 



    2.6 Applicable Law.  The validity,
    interpretation and performance of this Amendment shall be
    governed in all respects by the laws of the State of New York,
    without giving effect to conflict of laws. The parties hereby
    agree that any action, proceeding or claim against it arising
    out of or relating in any way to this Amendment shall be brought
    and enforced in the courts of the State of New York or the
    United States District Court for the Southern District of New
    York, and irrevocably submits to such jurisdiction, which
    jurisdiction shall be exclusive. Each of the parties hereby
    waives any objection to such exclusive jurisdiction and that
    such courts represent an inconvenient forum.



 



    2.7 Counterparts.  This Amendment
    may be executed in any number of counterparts, and by facsimile
    or portable document format (pdf) transmission, and each of such
    counterparts shall for all purposes be deemed to be an original
    and all such counterparts shall together constitute but one and
    the same instrument.



 



    2.8 Effect of Headings.  The
    Section headings herein are for convenience only and are not
    part of this Amendment and shall not affect the interpretation
    thereof.





    

    3








 







    2.9 Entire Agreement.  The Existing
    Warrant Agreement, as modified by this Amendment, constitutes
    the entire understanding of the parties and supersedes all prior
    agreements, understandings, arrangements, promises and
    commitments, whether written or oral, express or implied,
    relating to the subject matter hereof, and all such prior
    agreements, understandings, arrangements, promises and
    commitments are hereby canceled and terminated.



 




    [Signatures
    Appear on Following Page]





    

    4








 







    IN WITNESS WHEREOF, each of the parties has caused this
    Amendment to be duly executed as of the date first above written.



 



    LIBERTY ACQUISITION HOLDINGS CORP.



 







			
	 	    By: 
	/s/ Jared Bluestein
    






    Name:  Jared Bluestein




    Title:    Secretary



 



    LIBERTY ACQUISITION HOLDINGS VIRGINIA, INC.



 







			
	 	    By: 
	/s/ Jared Bluestein
        









    Name:  Jared Bluestein




    Title:    Secretary



 



    CONTINENTAL STOCK TRANSFER & TRUST COMPANY



 







			
	 	    By: 
	/s/ Alexandra Albrecht
        









    Name:  Alexandra Albrecht




    Title:    Vice President



 



    PROMOTORA DE INFORMACIONES, S.A.



 







			
	 	    By: 
	/s/ Iñigo Dago Elorza
        









    Name:  Iñigo Dago Elorza




    Title:    Chief Legal Officer and Secretary

             of the Board of Directors



 




    [Signature
    Page to Warrant Agreement Amendment]