exv10w02



Table of Contents





Exhibit
10.02



Execution Version: 19th April 2010




AMENDMENT AGREEMENT



This Agreement is made in Madrid on        
 2010.




BETWEEN





	(1)	 	PROMOTORA DE INFORMACIONES, S.A. a company of Spanish nationality, with registered
office at Madrid, calle Gran Vía 32, with Tax ID Code A-28.297.059, registered with the
Mercantile Registry of Madrid, at section 3rd, sheet M-19511, as Borrower under the
Bridge Facilities Agreement (as defined below) (hereinafter, “Prisa” or the “Borrower”).
Acting in its name and on its behalf is Mr. Juan Luis Cebrian Echarri, with Spanish Identity
Card number 00.551.854-S, duly empowered for these purposes;
	 
	(2)	 	GRUPO EMPRESARIAL DE MEDIOS IMPRESOS, S.L., a company duly incorporated under the
laws of Spain, with registered offices at Madrid, Gran Vía 32,and Spanish Tax Identity Number
82.499.856 (hereinafter, “GMI”), duly represented by Mr. José Ángel García Olea, with Spanish
Identity Card number 22.711.002-C, duly empowered for these purposes.
	 
	(3)	 	DIARIO EL PAÍS, S.L., a company duly incorporated under the laws of Spain, with
registered offices at Madrid, Calle Miguel Yuste 40 and Spanish Tax Identity Number
B-78.426.046 (hereinafter, “Diario El País”), duly represented by Mr. José Ángel García Olea,
with Spanish Identity Card number 22.711.002-C, duly empowered for these purposes.
	 
	(4)	 	VERTIX, S.G.P.S, S.A., a company duly incorporated under the laws of Portugal, with
registered offices at Estrada de Outurela, 118, Carnaxide — Oerias, registered with the
commercial registry of Cascais with Number 82.499.856 (hereinafter, “Vertix”), duly
represented by Mr. Manuel Polanco Moreno, with Spanish Identity Card number 50.307.639-S, duly
empowered for these purposes.
	 
	(5)	 	GRUPO SANTILLANA DE EDICIONES, S.L., a company duly incorporated under the laws of
Spain, with registered offices at Madrid, calle Torrelaguna 60 and Spanish Tax Identity Number
B-28.095.420 (hereinafter, “Santillana”), duly represented by Mr. Miguel Ángel Cayuela
Sebastián, with Spanish Identity Card number 13.093.494-A, duly empowered for these purposes.
	 
	(6)	 	SOGECABLE, S.A., a Spanish company, with registered office at [...] (“Sogecable”)
duly represented by [...], with National Identity Document (DNI) no. [...], duly authorised to
enter into this Agreement.
	 
	(7)	 	HSBC BANK PLC, SUCURSAL EN ESPAÑA with registered office at Madrid, Plaza Pablo Ruiz
Picasso s/n, Torre Picasso, floor 33, with Tax ID Code W-0061401-F and registered with the
Commercial registry of Madrid (Page M-48471), as Agent under the Bridge Facilities Agreement
(as defined below) (hereinafter, the “Agent”). Acting in its name and on its behalf are Mr.
Francisco Javier Neira Menéndez with Spanish identity card number 02531784-J and by Mr. Mark
Hall with British Passport number 704930986, both duly empowered for these purposes;





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	(8)	 	HSBC BANK PLC with registered office at Level 3, Canada Square, London E14 5HQ,
registered at the Registration Office of Companies of England and Wales under the No. 14259
(hereinafter, “HSBC”). Acting in its name and on its behalf is Mr. Francisco Javier Neira
Menéndez with Spanish identity card number 02531784-J and Mr. Mark Hall with British Passport
number 704930986, both duly empowered for these purposes;
	 
	(9)	 	BANCO ESPAÑOL DE CRÉDITO, S.A. with registered office at Avenida Gran Vía de
Hortaleza 3, Madrid, with Tax ID Code A-28000032, registered with the Mercantile Registry of
Madrid, at volume 36, page 177, sheet 1595 (hereinafter, “Banesto”). Acting in its name and on
its behalf is represented by Mr. Asier González Linaza with Spanish Identity Card number
78.880.194-S and Mr. Jose Carlos Fernández Sánchez with Spanish Identity Card number
50304905-H, both duly empowered for these purposes;
	 
	(10)	 	BNP PARIBAS, SUCURSAL EN ESPAÑA with registered office at C/Ribera del Loira 28
-28042 Madrid, with Tax ID Code A-00111171-I, registered with the Mercantile Registry of
Madrid, at 5121 general, 4271 of section 3a, page 120, sheet 40598, first inscription
(hereinafter, “BNP”). Acting in its name and on its behalf is Ms. Carmen Pino Lozano with
Spanish Identity Card number 25.084.965-S and Mr. Carlos Gardeazábal Ortiz with Spanish
Identity Card number 50.303.379-X, both duly empowered for these purposes;
	 
	(11)	 	CAIXA D ́ESTALVIS I PENSIONS DE BARCELONA “LA CAIXA” with registered office at
Avenida Diagonal, 621-629 08028, Barcelona, with Tax ID Code G.58.89999/8, registered with the
Mercantile Registry of Barcelona, at volume 20.397, page 1, sheet B-5.614, first inscription
(hereinafter, “La Caixa”). Acting in its name and on its behalf is Mr. Carlos de Parias Halcón
with Spanish Identity Card number 27.312.996-J and Mr. Oscar Sánchez Bargos with Spanish
Identity Card number 00.837.908-H, both duly empowered for these purposes;
	 
	(12)	 	CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID with registered office at Plaza de
Celenque, 2 — 28013 Madrid, with Tax ID Code G-28029007, registered with the Mercantile
Registry of Madrid, at 3067 general, page 20, sheet M-52454, first inscription (hereinafter,
“Caja Madrid”). Acting in its name and on its behalf is Mr. Francisco Javier Fernández-Montes
López-Morato with Spanish Identity Card number 50.298.754-P and Mr. José Luis García Pérez
with Spanish Identity Card number 821.184-S, both duly empowered for these purposes;
	 
	(13)	 	NATIXIS, SUCURSAL EN ESPAÑA with registered office at Paseo de Recoletos 7-9, 28004
Madrid, with Tax ID Code W-0013055-I (hereinafter, “Natixis”). Acting in its name and on its
behalf is Mr José Luis Sánchez García with Spanish Identity Card number 46.112.737-Z and Mr.
Pedro Aragonés González with Spanish Identity Card number 405.859-R, both duly empowered for
these purposes; and
	 
	(14)	 	BANCO SANTANDER, S.A. with registered office at Paseo Pereda 9-12, 39004 Santander,
Spain, with Tax ID Code A-39000013 (hereinafter, “Santander”). Acting in its name and on its
behalf is Mr. Luis Estades Gutiérrez with Spanish Identity Card number 7.227.353-V and Mr.
Víctor Menéndez de Miguel with Spanish Identity Card number 52.477.632-G, both duly empowered
for these purposes (hereinafter HSBC,





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	 	 	Banesto, BNP, La Caixa, Caja Madrid, Natixis and Santander shall be jointly referred to as
the “Lenders” and, each of them, the or a “Lender”).
	 
	1.	 	INTRODUCTION
	 
	1.1	 	This Agreement refers to:






	 	1.1.1	 	a bridge term and revolving credit facilities agreement dated 20 December
2007 (as amended on 27 December 2007, 19 February 2008, 22 May 2008, 20 June 2008, 18
July 2008, 10 November 2008, 31 March 2009, 30 April 2009 and 13 May 2009) between,
among others, Prisa as Borrower and HSBC Bank plc, Sucursal en España as Agent (the
“Bridge Facilities Agreement”)
	 
	 	1.1.2	 	an accession agreement and guarantee dated 18 July 2008 between, among
others, GMI as Guarantor and HSBC Bank plc, Sucursal en España as Agent and the
Original Lenders (the “GMI Guarantee”);
	 
	 	1.1.3	 	an accession agreement and guarantee dated 18 July 2008 between, among
others, Diario El País as Guarantor and HSBC Bank plc, Sucursal en España as Agent and
the Original Lenders (the “Diario El País Guarantee”);
	 
	 	1.1.4	 	a share pledge agreement over 137,861,303 shares, representing 100% of the
share capital of Sogecable, S.A dated 18 July 2008 between, among others, Prisa as
Pledgor and the Original Lenders as Pledgees (the “Pledge over Sogecable Shares”);
	 
	 	1.1.5	 	a deed of pledge of shares over the shares representing 94.69% of the share
capital of Grupo Media Capital, S.G.P.S., S.A. dated 18 July 2008 between among others,
Vertix as Pledgor and the Original Lenders as Pledgees (the “Existing Pledge over Media
Capital Shares”);
	 
	 	1.1.6	 	a transfer agreement dated 30 March 2009 by virtue of which Banesto
transferred a part of its participation under the Bridge Facilities Agreement (and
consequently, in accordance with article 1,528 of the Spanish Civil Code, a
participation under the Guarantees and the Pledges over Shares) to Santander; and
	 
	 	1.1.7	 	an accession agreement and guarantee dated 14 May 2009 between, among others,
Santillana as Guarantor and HSBC Bank plc, Sucursal en España as Agent and the Original
Lenders and Santander (the “Santillana Guarantee”).






	1.2	 	In this Agreement:
	 
	 	 	“2013 Extended Termination Date” means 19 May 2013.
	 
	 	 	“Business Combination Agreement” shall have the meaning given to such term in the definition
of “New Equity Investment Documents” contained in this Clause 1.2.
	 
	 	 	“Digital +” means the direct-to-home satellite TV operation of Sogecable S.A.





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	 	 	“Digital + Sale” means the sale of a stake in Distribuidora de Televisión Digital + S.A. as
described in clause 2.3 of the Refinancing Agreement.
	 
	 	 	“Extended Bilateral Loans” means the Existing Bilateral Loans, once their respective
maturity dates have been extended to the 2013 Extended Termination Date.
	 
	 	 	“Existing Bilateral Loans” means all the bilateral loans listed in Annex III of the
Refinancing Agreement.
	 
	 	 	“Extension Finance Documents” means this Agreement, the Refinancing Agreement, the
Guarantees and Security Agreement, the Pledge over Media Capital Shares, the Pledge over
Telecinco Shares, the Pledge over Digital + Shares, and the Senior Amendment Agreement.
	 
	 	 	“Existing Pledges over Shares” means the Pledge over Sogecable Shares and the Existing
Pledge over Media Capital Shares.
	 
	 	 	“Existing Pledgors” means Prisa and Vertix.
	 
	 	 	“First Extension Effective Date” shall have the meaning given to that term in Clause 2
(Extension and Amendments).
	 
	 	 	“Guarantees” shall mean the GMI Guarantee, the Diario El País Guarantee and the Santillana
Guarantee.
	 
	 	 	“Guarantees and Security Agreement” means the security and guarantee release, ratification
and constitution agreement entered into by, amongst others, the Lenders, the Senior Lenders,
the hedge counterparties under the Permitted Hedging Agreements, the lenders under the
Existing Bilateral Loans, the Borrower and the Guarantors (other than the Telecinco
Pledgor(s)) dated on or around the date of this Agreement for the purposes of, amongst
others, (i) effecting the releases referred to in Clause 3 (Release of guarantees and
security), (ii) effecting the ratification referred to in the definition of the Pledge over
Santillana Shares contained in this Clause 1.2 and imposing on the Media Capital Pledgor(s)
the obligation to undertake the ratification exercise described in the definition of the
Pledge over Media Capital Shares contained in this Clause 1.2, (iii) granting the Pledge
over Union Radio Shares and imposing on the Borrower the obligation to procure the granting
of the Pledge over Telecinco Shares and the Pledge over Digital + Shares, in each case at
the relevant time and (iv) imposing on each Guarantor the obligation to ratify any
guarantee(s) already granted by it as of the date of the Guarantees and Security Agreement
(if the relevant Guarantor guarantees any of the Borrower’s obligations under the Finance
Documents and/or, as the case may be, the Senior Finance Documents as of date of the
Guarantees and Security Agreement).
	 
	 	 	“Guarantors” shall mean GMI, Diario El País and Santillana.
	 
	 	 	“Liberty Virginia” shall have the meaning given to such term in the definition of “New
Equity Investment Documents” contained in this Clause 1.2.





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	 	 	“Material Prisa Subsidiary” means a Material Prisa Subsidiary as defined in the draft of the
Bridge Facilities Agreement annexed as Schedule 1 Part B (Amended Bridge Facilities
Agreement).
	 
	 	 	“Media Capital” means Grupo Media Capital, S.G.P.S., S.A.
	 
	 	 	“Media Capital Pledgor” means any member of the Prisa Group which holds an interest in Media
Capital following completion of the Media Capital Sale.
	 
	 	 	“Media Capital Sale” means the sale of a stake in Media Capital for an amount which would
result in Sale Proceeds of at least EUR 100,000,000 as described in clause 2.1 of the
Refinancing Agreement.
	 
	 	 	“Minimum Equity Proceeds” shall have the meaning given to that term in the definition of
“New Equity Investment Documents” contained in this Clause 1.2.
	 
	 	 	“New Equity Investment Documents” means, amongst other documents, (1) a “business
combination agreement” (the “Business Combination Agreement”), dated 5 March 2010 and
entered into by the Borrower and Liberty Acquisitions Holdings Corp. (the “New Equity
Investor”) (2) an “agreement of commitment to vote in favour of the resolution for increase
of capital in Promotora de Informaciones S.A.” dated 5 March 2010 and entered into by
Rucandio S.A. and the New Equity Investor, (3) a “sponsor support agreement” dated 5 March
2010 and entered into by the Borrower, Berggruen Acquisition Holdings Ltd. And Marlin
Equitis II LLC, and (4) an “amendment agreement” to a Second Amended and Restated Warrant
Agreement between Continental Stock Transfer & Trust Company and the New Equity Investor and
dated 6 December 2007, such amendment agreement dated 5 March 2010 and entered into by,
amongst others, the New Equity Investor and the Borrower, all such documents (as amended
and/or restated from time to time so long as any such amendment and/or restatement could not
(in the opinion of the Agent acting on the instructions of the Lenders) reasonably be
expected to be materially adverse to the interests of the Lenders) evidencing an agreement
between the Borrower and the New Equity Investor to increase the share capital of the
Borrower by an in-kind share exchange through the delivery to the Borrower of all the shares
in the New Equity Investor and any warrants over shares in the New Equity Investor that may
exist from time to time, for a combination of ordinary and non-voting convertible shares of
the Borrower, following which the Borrower will acquire (on or before the Second Extension
Effective Date), once the merger between the New Equity Investor and a newly formed, wholly
owned subsidiary of the New Equity Investor incorporated in the Commonwealth of Virginia
takes place on the terms set out in the Business Combination Agreement (the merged company
being “Liberty Virginia”), a cash net amount in USD of not less than, once converted into
EUR at an EUR/USD exchange rate of 1:1.364 and together with the net proceeds effectively
received by the Borrower as a consequence of the Rights Issue, EUR 450,000,000 (the “Minimum
Equity Proceeds”) (and shall include, without limitation, evidence of the filing of the
related form 8-K with the United States Securities and Exchange Commission Written as
required pursuant to Rule 425 under the Securities Act (17 CFR 230.425) (Commission File
Number 001-33862)).





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	 	 	“New Equity Investor” shall have the meaning given to such term in the definition of “New
Equity Investment Documents” contained in this Clause 1.2.
	 
	 	 	“New Senior Amortisation” means the amortisation instalment payment of the Senior Facilities
in an amount of EUR 70,115,165.84 required to be made under the Senior Facilities Agreement
(as novated on 24 March 2010) on the earlier of the following dates: the date which falls
three days after (i) any date(s) on which the Prisa Group receives, from the minority
disposals (other than the Digital + Sale) and/or equity raisings referred to in the
Restructuring Agreement and the New Equity Investment Documents (including, without
limitation, any Sale Proceeds other than the proceeds from the Digital + Sale and any
Minimum Equity Proceeds), up to an aggregate net amount of EUR 70,115,165.84, or (ii) 30
June 2010.
	 
	 	 	“Pledge over Digital + Shares” means a first ranking pledge of shares in respect of the
remaining shares in Digital + held by Sogecable following completion of the Digital + Sale
to be granted (to the extent legally possible) by Sogecable pursuant to clause 6 (Obligation
of Prisa to grant new security) of the Refinancing Agreement in favour of (i) the Senior
Lenders (in respect of the Borrower’s payment obligations under the Senior Finance
Documents), (ii) the Lenders (in respect of the Borrower’s payment obligations under the
Finance Documents), (iii) the Secured Bilateral Lenders (in respect of the Borrower’s and
Santillana’s respective payment obligations under, in each case, the relevant Extended
Bilateral Loans) and, (iv) the hedge counterparties under the Permitted Hedging Agreements
pari passu, pursuant to Clause 6.1.1 of the Guarantees and Security Agreement.
	 
	 	 	“Pledge over Media Capital Shares” means a Portuguese law ratification deed of first ranking
pledge of shares agreement in respect of the remaining shares in Media Capital held by the
Media Capital Pledgor(s) following completion of the Media Capital Sale entered into by the
Media Capital Pledgor(s) in favour of (i) the Senior Lenders (in respect of the Borrower’s
payment obligations under the Senior Finance Documents), (ii) the Lenders (in respect of the
Borrower’s payment obligations under the Finance Documents), (iii) the Secured Bilateral
Lenders (in respect of the Borrower’s and Santillana’s respective payment obligations under,
in each case, the relevant Extended Bilateral Loans) and (iv) the hedge counterparties under
the Permitted Hedging Agreements pari passu (together with any other release documents
granted by the Media Capital Pledgor(s) at the time of that deed).
	 
	 	 	“Pledge over Santillana Shares” means a first ranking pledge of shares in respect of the
remaining shares in Santillana held by the Santillana Pledgor(s) following completion of the
Santillana Sale in favour of (i) the Senior Lenders (in respect of the Borrower’s payment
obligations under the Senior Finance Documents), (ii) the Lenders (in respect of the
Borrower’s payment obligations under the Finance Documents), (iii) the Secured Bilateral
Lenders (in respect of the Borrower’s and Santillana’s respective payment obligations under,
in each case, the relevant Extended Bilateral Loans), and (iv) the hedge counterparties
under the Permitted Hedging Agreements pari passu, as ratified pursuant to Clause 3.2.3 of
the Guarantees and Security Agreement.





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	 	 	“Pledge over Telecinco Shares” means a first ranking deed of pledge of shares over all
shares owned by the Telecinco Pledgor(s) in the share capital of Telecinco granted by the
Telecinco Pledgor(s) in favour of (i) the Senior Lenders (in respect of the Borrower’s
payment obligations under the Senior Finance Documents), (ii) the Lenders (in respect of the
Borrower’s payment obligations under the Finance Documents), (iii) the Secured Bilateral
Lenders (in respect of the Borrower’s and Santillana’s respective payment obligations under,
in each case, the relevant Extended Bilateral Loans), and (iv) the hedge counterparties
under the Permitted Hedging Agreements pari passu, required to be delivered to the Agent
under Clause 7 (Undertaking to grant the Pledge over Telecinco Shares).
	 
	 	 	“Pledge over Union Radio Shares” means a first ranking pledge of shares in respect of the
remaining shares in Union Radio held by the Union Radio Pledgor(s) in favour of (i) the
Senior Lenders (in respect of the Borrower’s payment obligations under the Senior Finance
Documents), (ii) the Lenders (in respect of the Borrower’s payment obligations under the
Finance Documents), (iii) the Secured Bilateral Lenders (in respect of the Borrower’s and
Santillana’s respective payment obligations under, in each case, the relevant Extended
Bilateral Loans), and (iv) the hedge counterparties under the Permitted Hedging Agreements
pari passu, pursuant to Clause 5.1 (Creation of the Union Radio Quota Pledge) of the
Guarantees and Security Agreement.
	 
	 	 	“Prisa Group” means the Prisa Group as defined in the draft of the Bridge Facilities
Agreement annexed as Schedule1 Part B (Amended Bridge Facilities Agreement).
	 
	 	 	“Refinancing Agreement” means the refinancing master agreement entered into by, amongst
others, the Lenders, the Senior Lenders, the Subordinated Lender, the hedge counterparties
under the Permitted Hedging Agreements, the lenders under the Existing Bilateral Loans and
the Borrower and dated on or around the date of this Agreement, setting out the
restructuring plan for the Prisa Group agreed between the parties thereto.
	 
	 	 	“Rights Issue” means the offer to be made by the Borrower to its shareholders in accordance
with the terms of Clauses 9.3(d) and 9.18 of the Business Combination Agreement to subscribe
in cash for the increase of its share capital in an amount of up to EUR 150,000,000.
	 
	 	 	“Sale” means, as the context may require, the Digital +Sale, the Media Capital Sale, the
Santillana Sale or, provided that it effectively takes place, the Union Radio Capital
Increase.
	 
	 	 	“Sale Proceeds” means, in relation to the Media Capital Sale or, as applicable, the
Santillana Sale, the net cash proceeds received by the Prisa Group (including any amount
received in repayment of intercompany debt other than from a member of the Prisa Group which
remains a member of the Prisa Group) under or in relation to the Media Capital Sale or, as
applicable, the Santillana Sale, after deducting:






	 	(a)	 	reasonable out of pocket expenses, costs and liabilities incurred by any
member of the Prisa Group under or in connection with the Media Capital Sale or, as
applicable, the Santillana Sale, to (i) person(s) who are not members of the Prisa
Group or (ii) as a result of the movement of cash intra-group in order to make





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	 	 	 	available the amounts required to fund the payments or prepayments referred to in
paragraphs 4 and 5 of Schedule 2 (Final Conditions Precedent) of the Refinancing
Agreement, as the case may be;
	 
	 	(b)	 	VAT and other taxes paid or payable or reasonably reserved by any member of
the Prisa Group as a direct result of the Media Capital Sale or, as applicable, the
Santillana Sale (with any unused portion of any reserved amount to constitute Sale
Proceeds if it is not required to pay the relevant tax) or as a result of the movement
of cash intra-group in order to make available the amounts required to fund the
payments or prepayments referred to in sub-clauses paragraphs 4 and 5 of Schedule 2
(Final Conditions Precedent) of the Refinancing Agreement, as the case may be;
	 
	 	(c)	 	the amount of any reserve reasonably maintained by any member of the Prisa
Group in accordance with the Accounting Principles with respect to warranty or
indemnification obligations owing pursuant to the documentation by means of which the
Media Capital Sale or, as applicable, the Santillana Sale is effected (with any unused
portion of such reserve to constitute Sale Proceeds on the date upon which the warranty
or indemnification obligations terminate or such reserve is reduced other than in
connection with a payment);
	 
	 	(d)	 	any amounts required to be held in escrow pending determination of whether a
purchase price adjustment or indemnity or other payment or adjustment will be made, for
so long as and to the extent held in escrow; and
	 
	 	(e)	 	any net cash Sale Proceeds effectively paid under any warranty or indemnity
given in respect of the Media Capital Sale or, as applicable, the Santillana Sale to
make available the amounts required to fund the payments or prepayments referred to in
Clause paragraphs 4 and 5 of Schedule 2 (Final Conditions Precedent) of the Refinancing
Agreement (Other documents and evidence) below.






	 	 	“Santillana” means Grupo de Ediciones Santillana, S.L.
	 
	 	 	“Santillana Pledgor” means any member of the Prisa Group which holds an interest in
Santillana following completion of the Santillana Sale.
	 
	 	 	“Santillana Sale” means the sale of a stake in Santillana for an amount which would result
in Sale Proceeds of at least EUR 230,000,000 as described in clause 2.2 of the Refinancing
Agreement.
	 
	 	 	“Second Extension Effective Date” shall have the meaning given to that term in Clause 2
(Extension and Amendments).
	 
	 	 	“Secured Bilateral Lenders” means the lenders under the Extended Bilateral Loans.
	 
	 	 	“Senior Amendment Agreement” means the amendment agreement in respect of the Existing Senior
Facilities Agreement entered into, amongst others, the Borrower and the Senior Lenders and
dated on or around the date of this Agreement.





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	 	 	“Sogecable” means Sogecable S.A.
	 
	 	 	“Sogecuatro” means Sociedad General de Televisión Cuatro, S.A.U.
	 
	 	 	“Strategic Repositioning Fee Letter” means the fee letter dated 13 May 2009 and made
between, amongst others, the Borrower and the Lenders (a copy of which is attached hereto as
Appendix 2).
	 
	 	 	“Telecinco” means Gestevisión Telecinco S.A.
	 
	 	 	“Telecinco Pledgor” means any member of the Prisa Group which holds an interest in
Telecinco after the increase of capital in kind of Telecinco has been subscribed by
Sogecable through the delivery to Telecinco of all the shares in Sogecuatro.
	 
	 	 	“Union Radio” means Sociedad de Servicios Radiofónicos Unión Radio, S.L.
	 
	 	 	“Union Radio Pledgor” means any member of the Prisa Group which holds an interest in Union
Radio.
	 
	 	 	“Union Radio Capital Increase” means the capital increase that may take place in Union Radio
which would be subscribed by 3i Investments1.
	 
	 	 	“USD” means the lawful currency of the United States of America.
	 
	1.3	 	Unless otherwise defined herein, capitalised terms used in this Agreement shall have
the same meaning as in the Bridge Facilities Agreement.
	 
	1.4	 	The parties agree and acknowledge that in case of any inconsistency between the
provisions of this Agreement and the provisions of the Bridge Facilities Agreement as of the
date of this Agreement (and as it may be amended pursuant to the terms of this Agreement), the
provisions of this Agreement shall prevail.
	 
	1.5	 	The parties agree and acknowledge that in case of any inconsistency between the
provisions of this Agreement or the provisions of the Bridge Facilities Agreement (either as
of the date of this Agreement or as it may be amended pursuant to the terms of this Agreement)
and the provisions of the Refinancing Agreement, the provisions of the Refinancing Agreement
shall prevail.
	 
	2.	 	EXTENSION AND AMENDMENTS
	 
	 	 	Pursuant to Clause 34 (Remedies, Amendments and Waivers) of the Bridge Facilities Agreement,
each of the parties hereto agrees that:
	 
	2.1	 	the Bridge Facilities Agreement shall be automatically amended (without any further
action being required) from the date of execution of this Agreement so that the definition of
“Termination Date” shall be amended as follows:
	 
	 	 	““Termination Date” shall mean the earlier of a) 23 April 2010 and b) the date on which the
Refinancing Agreement has been signed by each of the parties thereto and has become fully
effective.”







 




			
	1	 	Full name to be included once further
information is obtained




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	2.2	 	the Bridge Facilities Agreement shall be automatically amended (without any further
action being required) as set out in Part A of Schedule 1 (June 2010 Amended Bridge Facilities
Agreement) with effect from the First Extension Effective Date provided that, by the earlier
of (i) 23 April 2010 and (ii) the date on which the Refinancing Agreement has been signed by
each of the parties thereto and has become fully effective, the Agent has received (in form
and substance satisfactory to it in consultation with the Lenders (acting reasonably)) all of
the documents and other evidence listed in Schedule 1 (Interim Conditions Precedent) of the
Refinancing Agreement and has notified the Borrower and the Lenders that it is so satisfied
(the date of such notice being the “First Extension Effective Date”); and
	 
	2.3	 	the Bridge Facilities Agreement shall be automatically amended (without any further
action being required) as set out in Part B of Schedule 1 (Amended Bridge Facilities
Agreement) with effect from the Second Extension Effective Date, provided that, on or before
30 July 2010, the Agent has received (in form and substance satisfactory to it in consultation
with the Lenders (acting reasonably)) all of the documents and other evidence listed in
Schedule 2 (Final Conditions Precedent) of the Refinancing Agreement and has notified the
Borrower and the Lenders that it is so satisfied (the date of such notice being the “Second
Extension Effective Date”).
	 
	3.	 	RATIFICATION
	 
	3.1	 	The Guarantors and the Lenders declare the full force and unconditional effectiveness of
the Guarantees as from the date of their execution and, except as expressly provided herein,
the terms and conditions of the Guarantees are not amended, modified or affected, and are
expressly ratified hereby.
	 
	 	 	Notwithstanding the above, the Guarantors and the Lenders agree that all references made in
the Guarantees to the “Bridge Facilities Agreement” shall be deemed to be made to the Bridge
Facilities Agreement as amended by virtue of this Agreement.
	 
	3.2	 	The Existing Pledgors and the Lenders declare the full force and unconditional
effectiveness of the Existing Pledges over Shares as from the date of their execution and,
except as expressly provided herein, the terms and conditions of the Existing Pledges over
Shares are not amended, modified or affected, and are expressly ratified hereby.
	 
	 	 	Notwithstanding the above, the Existing Pledgors and the Lenders agree that all references
made in the Existing Pledges over Shares to the “Bridge Facilities Agreement” shall be
deemed to be made to the Bridge Facilities Agreement as amended by virtue of this agreement.
	 
	 	 	Finally, the Existing Pledgors do hereby expressly ratify any power of attorney granted in
favour of the Agent under each of the Existing Pledges over Shares.
	 
	4.	 	RELEASE OF GUARANTEES AND SECURITY
	 
	 	 	Subject to the satisfaction of any conditions required, as relevant, under Clause 2
(Release Of Guarantees And Security) of the Guarantees and Security Agreement, each of the
parties hereto agrees to the releases effected or to be effected pursuant to Clause





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Execution Version: 19th April 2010





	 	 	Clause 2 (Release Of Guarantees And Security) of the Guarantees and Security Agreement.
	 
	5.	 	ACCESSION OF SOGECABLE AS OBLIGOR
	 
	 	 	Sogecable, to the extent that such accession does not constitute a breach under the
Target Facilities Agreement, hereby accedes to the Bridge Facilities Agreement as an
Obligor, assuming all the obligations that may derive for the Obligors thereunder.
	 
	 	 	The Lenders hereby accept such an accession.
	 
	6.	 	MISCELLANEOUS
	 
	6.1	 	Except as expressly amended by this Agreement, the Finance Documents shall continue in
full force and effect in accordance with their respective terms.
	 
	6.2	 	Each of the documents defined as Extension Finance Documents in Clause 1.2 is
designated as a Finance Document by the Agent and the Borrower.
	 
	6.3	 	The provisions of Clause 34 (Remedies, Amendments and Waivers) and Clause 35
(Governing Law and Jurisdiction) of the Bridge Facilities Agreement shall be incorporated into
this Agreement as if set out in full herein and as if references in those clauses to “this
Agreement” or “the Finance Documents” are references to this Agreement.
	 
	7.	 	UNDERTAKING TO GRANT THE PLEDGE OVER TELECINCO SHARES
	 
	 	 	The Borrower shall procure that, as soon as possible after the increase of capital in
kind of Telecinco has been subscribed by Sogecable through the delivery to Telecinco of all
the shares in Sogecuatro and, in any event not later than the day immediately after the date
falling one Month after such increase of capital in kind has been registered with the
relevant Commercial Registry,
	 
	7.1	 	the Pledge over Telecinco Shares is duly executed by all parties thereto (at the cost
and expense of the Telecinco Pledgor(s) and/or the Borrower); and
	 
	7.2	 	the Agent receives the evidence and documents listed below in form and substance
satisfactory to the Agent in consultation with the Lenders (acting reasonably):






	 	7.2.1	 	evidence, in respect of each Telecinco Pledgor(s), that the Pledge over
Telecinco Shares is executed by signatory(ies) with the necessary authority to execute
on its behalf such pledge (either individually or jointly, and in the last case,
evidence that all joint signatories execute the Pledge over Telecinco Shares on its
behalf); and
	 
	 	7.2.2	 	a legal opinion on the Pledge over Telecinco Shares delivered by Clifford
Chance LLP, legal advisers to the Agent in Spain, as to Spanish law.






	8.	 	UNDERTAKING REGARDING THE MEDIA CAPITAL SALE
	 
	 	 	The Borrower shall procure that, as soon as possible and in any event on or before 31
December 2010:





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	8.1	 	the Media Capital Sale has been completed,
	 
	8.2	 	to the extent that by the time of receipt by the Prisa Group of the Sale Proceeds
arising from the Media Capital Sale payment of the New Senior Amortisation has been totally or
partially made, the remaining Sale Proceeds are applied as follows:






	 	8.2.1	 	EUR 30,000,000 (or, to the extent the scheduled amortisation payment referred
to above has been only partially made, the corresponding proportionate decreased
amount) may be retained by the Prisa Group for financing or refinancing the working
capital of the Prisa Group, and
	 
	 	8.2.2	 	the outstanding balance, pro rata in prepayment of the Facilities and the
Senior Facilities (in this case, against scheduled amortisation instalments in
chronological order),






	8.3	 	the Pledge over Media Capital Shares is duly executed by all parties thereto (at the
cost and expense of the Media Capital Pledgor(s) and/or the Borrower), and
	 
	8.4	 	the Agent receives the evidence and documents listed below in form and substance
satisfactory to the Agent in consultation with the Lenders (acting reasonably):






	 	8.4.1	 	evidence, in respect of each Media Capital Pledgor(s), that the Pledge over
Media Capital Shares is executed by signatory(ies) with the necessary authority to
execute on its behalf such pledge (either individually or jointly, and in the last
case, evidence that all joint signatories execute the Pledge over Media Capital Shares
on its behalf); and
	 
	 	8.4.2	 	a legal opinion on the Pledge over Media Capital Shares delivered by the
legal advisers to the Agent in Portugal as to Portuguese law.






	9.	 	STRATEGIC REPOSITIONING FEE
	 
	 	 	The Borrower shall pay to the Agent (for the account of each Lender) the “strategic
repositioning fee” (as such term is defined in paragraph 1 (b) of the Strategic
Repositioning Fee Letter) on or before the Second Extension Effective Date.




The parties hereto, stating their full conformity with the contents of this Agreement as
drafted, execute this Agreement by signing against their respective names and deliver this
Agreement to the Notary for its raising to public document status, on the date and in the place
first above written.



Hereafter,
at once, the parties hereto raise this Agreement to public document status by the execution of a public deed (escritura pública) certified by the Notary of Madrid Mr.
[•]2, for the purposes of Section 517.2.4 of the Spanish Civil Procedural Law (Ley de
Enjuiciamiento Civil), Sections 1.216, 1.865, 1.924.3 and 1.929 of the Spanish Civil Code, Section
90.6 of the Spanish Insolvency Law (Ley Concursal) and any other applicable legal provisions.






 




			
	2	 	Details to be completed




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Execution Version: 19th April 2010




SCHEDULE 1




Part A



June 2010 Amended Bridge Facilities Agreement


Definitions





	(1)	 	In Clause 1.1 (Definitions) of the Bridge Facilities Agreement, the definition of
“Termination Date” shall be deleted in its entirety and be replaced by the following:






	 	 	 	““Termination Date” means 30 July 2010.”






	(2)	 	In Clause 1.1 (Definitions) of the Bridge Facilities Agreement, the definition of
“Security Documents” shall be deleted in its entirety and be replaced by the following:






	 	 	 	““Security Documents” means each of the share pledges listed in Clause 21.23
(Security and Guarantees), and any other document entered into by any Obligor
creating or expressed to create any Security over all or any part of its assets in
respect of the obligations of any of the Obligors under any of the Finance
Documents.”






	(3)	 	Clause 1.1 (Definitions) of the Bridge Facilities Agreement shall be amended by the
inclusion of the following paragraphs, where relevant alphabetically:






	 	 	 	““Digital +” means the direct-to-home satellite TV operation of Sogecable S.A..
	 
	 	 	 	“Digital + Sale” shall have the meaning given to that term in the Eleventh Amendment
Agreement.
	 
	 	 	 	“Digital + Share Pledge” means the Pledge over Digital + Shares (as such term is
defined in the Eleventh Amendment Agreement) granted following completion of the
Digital + Sale.
	 
	 	 	 	“DTS” means Distribuidora de Televisión Digital S.A.
	 
	 	 	 	“Eleventh Amendment Agreement” means the agreement made on the Eleventh Amendment
Date between, amongst others, the Borrower and the Agent pursuant to the terms of
which certain amendments are to be made to this Agreement.
	 
	 	 	 	“Eleventh Amendment Date” means the date of execution of the Eleventh Amendment
Agreement.
	 
	 	 	 	“Extension Effective Date” shall have the meaning given to the term “First Extension
Effective Date” in the Eleventh Amendment Agreement.
	 
	 	 	 	“Media Capital” means Grupo Media Capital, S.G.P.S., S.A.
	 
	 	 	 	“Media Capital Pledgor” means any member of the Prisa Group which holds an interest
in Media Capital following completion of the Media Capital Sale.





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Execution Version: 19th April 2010





	 	 	 	“Media Capital Sale” means the sale means the sale of a stake in Media Capital for an
amount which would result in Sale Proceeds of at least EUR 100,000,000 as described
in clause 2.1 of the Refinancing Agreement.
	 
	 	 	 	“Media Capital Share Pledge” means:
	 
	 		 	a) before the date on which the sale referred to in
clause 8.1 of the
Eleventh Amendment Agreement is complied with, a share pledge executed by Vertix,
S.G.P.S., S.A. in favour of (among others) the Lenders over 94.69% of the issued
share capital of Media Capital; and
	 
	 		 	b) from (and including) the date on which the sale
referred to in clause 8.1 of
the Eleventh Amendment Agreement is complied with, a Portuguese law ratification deed
of first ranking pledge of shares agreement in respect of the remaining shares in
Media Capital held by the Media Capital Pledgor(s) following completion of the Media
Capital Sale entered into by the Media Capital Pledgor(s) in favour of, amongst
others, (i) the Senior Lenders (in respect of the Borrower’s payment obligations
under the Senior Finance Documents), and (ii) the Lenders (in respect of the
Borrower’s payment obligations under the Finance Documents) pari passu.
	 
	 	 	 	“Obligors” shall have the meaning given to that term at the beginning of this
Agreement provided that the Parties expressly agree and acknowledge that, for the
purposes of Clauses 18 (Representations), 19 (Information Undertakings), 20
(Financial Covenants), 21 (General Undertakings) and 22 (Events of Default), the
term “Obligors” shall also include at all times (provided that they remain to be
Prisa’s Subsidiaries) Sogecable and its Subsidiaries (other than Digital +) (upon
their accession to this Agreement), Santillana, Media Capital, and Unión Radio
(whether or not they are Guarantors).
	 
	 	 	 	Notwithstanding the above, the Parties acknowledge and agree that:






	 	(a)	 	Sogecable and each of its Subsidiaries other than Digital + becomes
an Obligor within 15 days of the date on which the Target Subordinated
Indebtedness and the indebtedness under the Target Facilities Agreement have
been repaid in full
	 
	 	(b)	 	Digital + shall only be considered as an “Obligor” for the purposes
of Clauses 18 (Representations), 19 (Information Undertakings), 20 (Financial
Covenants), 21 (General Undertakings) and 22 (Events of Default) until the
Digital + Sale is completed and only to the extent that its consideration as
an “Obligor” during such interim period does not entail a breach of the
undertakings and commitments contractually agreed in the Target Facilities
Agreement, the terms governing the Target Subordinated Indebtedness, the share
purchase agreement dated 25 November 2009 regarding the sale of a minority
stake in DTS entered into Sogecable as seller and Telefónica de España S.A. as
buyer, and the share purchase agreement dated 14th April 2010
entered into between Telecinco, Sogecable and Prisa.





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Execution Version: 19th April 2010





	 	 	 	“Prisa Group” means the Borrower and its Subsidiaries which, at any time, are
consolidated in a group (whether on a global, proportional or equivalent (puesta en
equivalencia) basis).
	 
	 	 	 	“Prisa Group Assets” means the assets of the Prisa Group listed in the Audited
Consolidated Annual Financial Statements.
	 
	 	 	 	“Prisa Group Income” means the income of the Prisa Group evidenced in the relevant
Audited Consolidated Annual Financial Statements.
	 
	 	 	 	“Refinancing Agreement” means the refinancing master agreement entered into, amongst
others, the Lenders, the Subordinated Lender, the hedge counterparties under the
Permitted Hedging Agreements, the lenders under the Existing Bilateral Loans and the
Borrower and dated on or around the date of the Eleventh Amendment Agreement setting
out the restructuring plan for the Prisa Group agreed between the parties thereto.
	 
	 	 	 	“Sale Proceeds” shall have the meaning given to that term in the Eleventh Amendment
Agreement.
	 
	 	 	 	“Santillana” means Grupo de Ediciones Santillana, S.L.
	 
	 	 	 	“Santillana Share Pledge” means:
	 
	 		 	a) before the date on which the sale referred to in paragraph 1 of Schedule 2 (Final
Conditions Precedent) of the Refinancing Agreement is complied with, a share pledge
executed by the Borrower in favour of (among others) the Lenders over 100% of the
issued share capital of Santillana; and
	 
	 		 	b) from (and including) the date on which the sale referred to in paragraph 1 of
Schedule 2 (Final Conditions Precedent) of the Refinancing Agreement is complied
with, the Pledge over Santillana Shares as such term is defined in the Eleventh
Amendment Agreement.
	 
	 	 	 	“Sogecable Share Pledge” means (i) a share pledge executed by the Borrower in favour
of (among others) the Lenders over the entire share capital of the Target and (ii) if
any of the Target’s assets are transferred to another member of the Prisa Group, a
share pledge in favour of (among others) the Lenders over the entire share capital of
the relevant transferee (other than (i) the shares in Sociedad General de Televisión
Cuatro, S.A.U. that are to be delivered by the Target to Telecinco as contribution in
kind for the increase of capital of Telecinco (but only from (and including) the date
on which such in kind increase of capital is effected) and (ii) the shares in DTS
being sold to Telefónica de España S.A. and Telecinco respectively ).
	 
	 	 	 	“Telecinco” means Gestevisión Telecinco S.A.
	 
	 	 	 	“Union Radio” means Sociedad de Servicios Radiofónicos Unión Radio, S.L.
	 
	 	 	 	“Union Radio Capital Increase” means the capital increase that may take place in
Union Radio which would be subscribed by 3i Investments.




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Execution Version: 19th April 2010




	 	 	 	“Union Radio Share Pledge” means the Pledge over Union Radio Shares.”




General Undertakings





	(4)	 	Clause 21.8 (Acquisitions) of the Bridge Facilities Agreement shall be amended by the
inclusion of the following sub-paragraph as sub-clause 21.8.3:






	 	“21.8.3	 	 Notwithstanding sub-clauses 21.8.1 and 21.8.2 above, the Parties acknowledge
and agree that, from (and including) the Eleventh Amendment Date to (and
excluding) the date on which the Agreement is, as the case may be, amended and
extended pursuant to clause 2.3 of the Eleventh Amendment Agreement, the
Borrower shall procure that no member of the Prisa Group shall incorporate or
acquire a company or acquire (or acquire an interest in) shares or equity
securities or a business or assets.”






	(5)	 	Clause 21.10 (Financial Indebtedness incurred) of the Bridge Facilities Agreement
shall be deleted in its entirety and replace by the following:






	 	“21.10 	 	Financial Indetedness
	 
	 	21.10.1	 	No Obligor shall (and the Borrower shall ensure that no
company being a
Material Prisa Subsidiary shall) incur or allow to remain outstanding any Financial
Indebtedness (save for the Permitted Financial Indebtedness).
	 
	 	21.10.2	 	The Borrower shall procure that any Subordinated Debt incurred from the Eleventh
Amendment Date is subordinated to the Existing Bilateral Loans in similar terms as it
is subordinated to the present and future obligations of (i) the Senior Obligors under
the Senior Finance Documents and (ii) the Obligors under this Agreement as per the
definition of Subordinated Debt contained in Clause 1.1 (Definitions).”






	(6)	 	Clause 21.20 (Guarantor Coverage) of the Bridge
Facilities Agreement shall be deleted in
its entirety and replaced by the
following:






	 	“21.20 	 	Guarantor coverage
	 
	 	21.20.1	 	The Borrower shall ensure that each Media Capital Pledgor is a Guarantor from
(and including) the Extension Effective Date and that Santillana, Diario El País
and Grupo Empresarial de Medios Impresos (GMI) remain, to the extent legally and
contractually permitted, as Guarantors from (and including) the Extension
Effective Date.
	 
	 	21.20.2	 	The Borrower shall ensure that, at all times after the Extension Effective
Date, the aggregate unconsolidated earnings before interest, tax, depreciation
and amortisation (calculated on the same basis as Consolidated EBITDA), aggregate
unconsolidated gross





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Execution Version: 19th April 2010





	 	 	 	tangible assets and aggregate unconsolidated turnover of the
Guarantors and the Borrower (calculated on an unconsolidated basis and
excluding all intra-group items) is equal to or higher than 90% of
Consolidated EBITDA, the Prisa Group Assets and the Prisa Group Income
(respectively) (excluding, for these purposes only, Santillana, Media
Capital (but such exclusion only from (and including) the date on
which the Media Capital Share Pledge has been created), Union Radio
(but such exclusion only from (and including) the date on which the
Union Radio Share Pledge has, as the case may be, been created) and
Digital + (but such exclusion only from (and including) the date on
which the Digital + Share Pledge has been created)).
	 
	 	21.20.3	 	This Clause 21.20 shall be applied in accordance with the terms and
conditions set forth in sub-clause 19.3.21 (Guarantías Personales) of the
Existing Senior Facilities Agreement which the Parties acknowledge and accept and
which will be incorporated into this Clause 21.20 by reference with the same
effect as if it were reproduced herein in full.”






	(7)	 	Clause 21.23 (Security and Guarantees) of the Bridge Facilities Agreement shall be
deleted in its entirety and replaced by the following:






	 	“21.23 	 	Security Ranking
	 
	 	21.23.1	 	The Borrower shall at all times hold such number of shares as are necessary
to maintain Control over Vertix, S.G.P.S., S.A..
	 
	 	21.23.2	 	The Lenders acknowledge that the Transaction Security created pursuant to the
Sogecable Share Pledge shall be, as of the Extension Effective Date, (A) first
ranking in favour of (i) the Senior Lenders (in respect of the Borrower’s
payment obligations under the Senior Finance Documents), (ii) the counterparties
of any Permitted Hedging Agreements (in respect of the Borrower’s payment
obligations under such Permitted Hedging Agreements) and (iii) the Lenders (in
respect of the Borrower’s payment obligations under this Agreement) pari passu
and (B) second ranking in favour of the Subordinated Lenders (in respect of the
Borrower’s payment obligations under the Existing Subordinated Facility
Agreement).
	 
	 	21.23.3	 	The Lenders acknowledge that the Transaction Security created pursuant to the
Santillana Share Pledge (as such term is defined in paragraph (a) of the
definition of Santillana Share Pledge contained in Clause 1.1 (Definitions))
shall be (A) first ranking in favour of (i) the Senior Lenders (in respect of
the Borrower’s payment obligations under the Senior Finance Documents), (ii) the
counterparties of any Permitted Hedging Agreements (in respect of the Borrower’s
payment obligations under such Permitted Hedging





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Execution Version: 19th April 2010





	 	 	 	Agreements), (iii) the Lenders (in respect of the Borrower’s payment
obligations under this Agreement), (iv) provided only that the
conditions set out in the relevant Transaction Security are satisfied,
the lenders of any bilateral facilities provided to the Borrower
and/or Santillana as at the Ninth Amendment Date as specified in
Schedule 2 (Bilateral Facilities) of the Ninth Amendment Agreement,
(v) with the prior written consent of the Majority Lenders, the
lenders of any additional bilateral facilities provided to the
Borrower and/or Grupo de Ediciones Santillana, S.L. and (vi) the
lenders of any facilities that refinance any of the above pari passu
and (B) second ranking in favour of the Subordinated Lenders (in
respect of the Borrower’s payment obligations under the Existing
Subordinated Facility Agreement).”






	(8)	 	A new Clause 21.29 (Liberty Virginia Undertaking) shall be added to the Bridge
Facilities Agreement as follows:






	 	“21.29 	 	Liberty Virginia Undertaking
	 
	 	 	 	The Borrower shall take all necessary or desirable action and/or pass and/or take all
necessary or desirable decisions (and shall procure that any of its Subsidiaries
shall do so) for the purpose of Liberty Virginia promptly distributing to the
Borrower by way of dividends cash in a net amount which will enable the Borrower to
comply with paragraph 5 of Schedule 2 (Final conditions Precedent) of the Refinancing
Agreement in a timely manner.”






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Execution Version: 19th April 2010




Part B




Amended Bridge Facilities Agreement



Page 19




 









Table of Contents





Execution Version: 19th April 2010




APPENDIX 1




REFINANCING AGREEMENT



Page 20




 









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Execution Version: 19th April 2010




APPENDIX 2




STRATEGIC REPOSITIONING FEE LETTER



Page 21




 









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Execution Version: 19th April 2010




SIGNATURES




	 	 	 

	BORROWER:
	 	 
	 
	 	 
	PROMOTORA DE INFORMACIONES S.A.
	 	 
	 
	 	 
	/s/ Juan Luis Cebrián

	 	 
	 
	 	 
	AGENT:
	 	 
	 
	 	 
	HSBC BANK PLC SUCURSAL EN ESPAÑA
	 	 
	 
	 	 
	/s/ Mark Hall

	 	 
	 
	 	 
	/s/ Francisco Meira

	 	 
	 
	 	 
	LENDERS:
	 	 
	 
	 	 
	HSBC BANK PLC
	 	 
	 
	 	 
	/s/ Francisco Meira

	 	 
	 
	 	 
	/s/ Mark Hall

	 	 
	 
	 	 
	BANCO ESPAÑOL DE CRÉDITO, S.A.
	 	 
	 
	 	 
	/s/ Asier González Linaza

	 	 
	 
	 	 
	/s/ José Carlos Fernandez Sanchez

	 	 
	 
	 	 
	BNP PARIBAS, SUCURSAL EN ESPAÑA:
	 	 
	 
	 	 
	/s/ Carmen Pino Lozano

	 	 
	 
	 	 
	/s/ Carlos Gardeazábal

	 	 






Page 22




 









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Execution Version: 19th April 2010




	 	 	 

	CAIXA D ́ESTALVIS I PENSIONS DE BARCELONA “LA CAIXA”:
	 	 
	 
	 	 
	/s/ Carlos de Parias Halcón

	 	 
	 


	 	 
	 
	 	 
	/s/ Oscar Sánchez Bargos

	 	 
	 
	 	 
	CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID:
	 	 
	 
	 	 
	/s/ José
Luis García Pérez

	 	 
	 
	 	 
	 
	 	 
	/s/ Javier Fernández-Montes

	 	 
	 
	 	 
	NATIXIS, SUCURSAL EN ESPAÑA:
	 	 
	 
	 	 
	/s/ José Luis Sánchez García

	 	 
	 


	 	 
	 
	 	 
	/s/ Pedro Aragonés

	 	 
	 


	 	 
	 
	 	 
	BANCO SANTANDER, S.A.:
	 	 
	 
	 	 
	/s/ Luis Estades

	 	 
	 


	 	 
	 
	 	 
	/s/ Victor Menendez

	 	 
	 


	 	 
	 
	 	 
	SOGECABLE, S.A.
	 	 
	 
	 	 
	/s/ Pedro Garcia Guillén

	 	 
	 
	 	 
	GRUPO EMPRESARIAL DE MEDIOS IMPRESOS, S.L.
	 	 
	 
	 	 
	/s/José Ángel García Olea

	 	 
	 
	 	 
	DIARIO EL PAÍS, S.L.
	 	 
	 
	 	 
	/s/ Jose Ángel García Olea

	 	 
	 
	 	 
	VERTIX SGPS, S.A.
	 	 
	 
	 	 
	/s/ Manuel Polanco Moreno

	 	 
	 
	 	 
	GRUPO DE EDICIONES SANTILLANA, S.L.
	 	 
	 
	 	 
	/s/ Miguel Ángel Cayuela

	 	 
	 
	 	 
	ITACA, S.A.
	 	 
	 
	 	 
	/s/ Miguel Ángel Cayuela

	 	 






Page 23





 












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	 	CLIFFORD CHANCE LLP






EXECUTION VERSION




DATED 20 DECEMBER 2007




EUR 4,144,000,000 FACILITIES



FOR



PROMOTORA DE INFORMACIONES S.A.



arranged by



BANCO ESPAÑOL DE CRÉDITO, S.A

BNP PARIBAS, SUCURSAL EN ESPAÑA

CAIXA D’ESTALVIS I PENSIONS DE BARCELONA “LA CAIXA”

CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID

HSBC BANK PLC

NATIXIS, SUCURSAL EN ESPAÑA



as Mandated Lead Arrangers



with



HSBC BANK PLC, SUCURSAL EN ESPAÑA



acting as Agent



and



THE LENDERS



BRIDGE FACILITIES AGREEMENT



(AS AMENDED ON 27 DECEMBER 2007, 19 FEBRUARY 2008, 22 MAY 2008, 20 JUNE 2008,

18 JULY 2008, 10 NOVEMBER 2008, 31 MARCH 2009, 30 APRIL 2009, 13 MAY 2009 AND [•] 2010)


NOTE: SCHEDULES TO BE UPDATED TAKING INTO ACCOUNT THE NEW LIST OF
OBLIGORS














Table of Contents













CONTENTS




	 	 	 	 	 
	Clause
	 	Page
	1. Definitions
	 	 	6	 
	2. The Facilities
	 	 	30	 
	3. Purpose of the Facilities
	 	 	30	 
	4. Conditions of Utilisation
	 	 	30	 
	5. Utilisation of Loans
	 	 	32	 
	6. Finance Parties Rights and Obligations
	 	 	36	 
	7. Repayment
	 	 	38	 
	8. Prepayment and Cancellation
	 	 	38	 
	9. Interest
	 	 	46	 
	10. Interest Periods
	 	 	48	 
	11. Changes to the Calculation of Interest
	 	 	49	 
	12. Fees
	 	 	50	 
	13. Tax Gross Up and Indemnities
	 	 	51	 
	14. Increased Costs
	 	 	55	 
	15. Other Indemnities
	 	 	57	 
	16. Mitigation by the Lenders
	 	 	60	 
	17. Costs and Expenses
	 	 	60	 
	18. Representations
	 	 	62	 
	19. Information Undertakings
	 	 	66	 
	20. Financial Covenants
	 	 	69	 
	21. General Undertakings
	 	 	72	 
	22. Events Of Default
	 	 	83	 
	23. Changes to the Lenders
	 	 	86	 
	24. Changes to the Obligors
	 	 	87	 
	25. Role of the Agent
	 	 	89	 
	26. Conduct of Business by the Finance Parties
	 	 	93	 
	27. Sharing among the Finance Parties
	 	 	94	 
	28. Payment Mechanics
	 	 	96	 
	29. Set-Off
	 	 	97	 
	30. Notices
	 	 	97	 
	31. Calculations, Certificates and Enforcement
	 	 	98	 
	32. VAT, Transfer Tax and Stamp Duty
	 	 	98	 
















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	Clause	 	Page
	33.  Calculation of Periods of Time
	 	 	99	 
	34.  Remedies, Amendments and Waivers
	 	 	99	 
	35.  Governing Law and Jurisdiction
	 	 	101	 
	 
	 	 	 	 
	SCHEDULE 1 Conditions Precedent
	 	 	103	 
	Part A Conditions precedent to Initial Utilisation
	 	 	103	 
	Part B Conditions Precedent Required to be Delivered by a Guarantor
	 	 	105	 
	 
	 	 	 	 
	SCHEDULE 2 Requests
	 	 	106	 
	Part A Utilisation Request
	 	 	106	 
	Part B Selection Notice
	 	 	108	 
	 
	 	 	 	 
	SCHEDULE 3 Mandatory Cost Formulae
	 	 	109	 
	 
	 	 	 	 
	SCHEDULE 4 Form Of Accession Letter
	 	 	112	 
	 
	 	 	 	 
	SCHEDULE 5 Form of Compliance Certificate
	 	 	113	 
	 
	 	 	 	 
	SCHEDULE 6 Permitted acquisitions
	 	 	114	 
	 
	 	 	 	 
	SCHEDULE 7 Existing Bank Debt
	 	 	115	 
	 
	 	 	 	 
	SCHEDULE 8 Information for Notices
	 	 	118	 
	 
	 	 	 	 
	SCHEDULE 9 Form of First Demand Guarantee
	 	 	120	 
	 
	 	 	 	 
	SCHEDULE 10 Existing Intragroup Financial Indebtedness
	 	 	123	 
	 
	 	 	 	 
	SCHEDULE 11 Existing Intragroup Guarantees
	 	 	124	 
	 
	 	 	 	 
	SCHEDULE 12 Permitted Dividend Payments
	 	 	125	 
	 
	 	 	 	 
	SIGNATURES
	 	 	126	 
























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This Agreement is made in Madrid, on 20 December 2007.




BETWEEN





	(1)	 	PROMOTORA DE INFORMACIONES, S.A., a company of Spanish nationality, with registered
office at Madrid, calle Gran Vía 32, with Tax ID Code A-28.297.059, registered with the
Mercantile Registry of Madrid, at section 3a, sheet M-19511 (hereinafter, either the
“Borrower” or “Prisa”). Acting in its name and on its behalf is Mr. Juan Luis Cebrián Echarri,
with Spanish identity card number 551854-S, being duly authorised for this purpose as
“Consejero Delegado” of the Borrower and by virtue of a resolution of the board of directors
of the Borrower dated 20 December 2007;
	 
	(2)	 	HSBC BANK PLC, SUCURSAL EN ESPAÑA with registered office at Madrid, Plaza Pablo Ruiz
Picasso s/n, Torre Picasso, floor 33, with Tax ID Code A-0061401-F and registered with the
Commercial registry of Madrid (Page M-48471) (hereinafter, “HSBC Sp”). Acting in its name and
on its behalf are Mr. Francisco Javier Neira Menéndez with Spanish identity card number
02.531.784-J, being duly authorised for this purpose by virtue of a power of attorney granted
in his favour in Madrid on 24 May 2005 before the Notary public of Madrid Mr. Gerardo Muñoz de
Dios under number 2.502 of his records and Mr. Mark Hall, with passport number 704.930.986,
being duly authorised for this purpose by virtue of a power of attorney granted in his favour
in Madrid on 28 de November 2006 before the Notary public of Madrid Mr. Don Francisco Javier
Vigil de Quiñones y Parga under number 2.562 of his records;
	 
	(3)	 	HSBC BANK PLC with registered office at Level 3, Canada Square, London E14 5HQ,
registered at the Registration Office of Companies of England and Wales under the No. 14259
(hereinafter, “HSBC”). Acting in its name and on its behalf are Mr. Mark Hall, of British
nationality and with passport number 704930986, being duly authorised for this purpose by
virtue of a power of attorney granted in his favour in London on 19 December 2007 before the
Notary public of London Richard Graham Rosser, duly legalised with the Apostille of The Hague
Convention dated October 5, 1961 and Mr. Francisco Javier Neira Menéndez, of Spanish
nationality, with Spanish identity card number 02531784-J, being duly authorised for this
purpose by virtue of a power of attorney granted in his favour in London on 19 December 2007
before the Notary public of London Richard Graham Rosser, duly legalised with the Apostille of
The Hague Convention dated October 5, 1961; and
	 
	(4)	 	THE FINANCIAL INSTITUTIONS listed in the signature pages to the Eleventh Amendment
Agreement (as defined below) as original lenders (the “Original Lenders”).




Hereinafter:





	 	(i)	 	The Borrower, the Guarantors (following their accession hereto) and for the
purposes of Clauses 18 (Representations), 19 (Information Undertakings), 20 (Financial
Covenants), 21 (General Undertakings) and 22 (Events of Default), each of Sogecable
and its Subsidiaries (other than Digital +) (upon their accession to this Agreement),
Santillana, Media Capital and Unión Radio (whether or not each company is a Guarantor
but only if it remains a Subsidiary of Prisa) will be jointly designated the
“Obligors”, and each one of them, the or an “Obligor”.




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	 	 	The Parties acknowledge and agree that, for the purposes of Clauses 18 (Representations), 19
(Information Undertakings), 20 (Financial Covenants), 21 (General Undertakings) and 22
(Events of Default), Digital + shall be considered as an “Obligor” in accordance with and
subject to, the terms of the Schedule 1, Part A of the Eleventh Amendment Agreement (as
defined below);






	 	(ii)	 	The Original Lender and all entities assuming at each time the status of
Lender in this Agreement by virtue and in accordance with that provided for in Clause
1.1 (Definitions) will be jointly designated as the “Lenders” and each one of them, a
“Lender”.
	 
	 	(iii)	 	Banco Español de Crédito, S.A, BNP Paribas, Sucursal en España, Caixa
D’Estalvis I Pensions de Barcelona “La Caixa”, Caja de Ahorros y Monte de Piedad de
Madrid, HSBC Bank plc and Natixis, Sucursal en España as mandated lead arrangers will
be together designated as the “Arranger”.
	 
	 	(iv)	 	Banco Español de Crédito, S.A, BNP Paribas, Sucursal en España, Caixa
D’Estalvis I Pensions de Barcelona “La Caixa”, Caja de Ahorros y Monte de Piedad de
Madrid, HSBC Bank plc and Natixis, Sucursal en España as underwriters will be together
designated as the “Underwriter”.
	 
	 	(v)	 	HSBC Sp as agent of the Lenders or any other entity assuming at each time the
condition of Agent under this Agreement by virtue of and in accordance with Clause 30
(Notices) will be referred to as the “Agent”.
	 
	 	(vi)	 	The Lenders, the Arranger, the Underwriter, the Agent and the Offer Guarantee
Banks will be jointly designated as the “Finance Parties” and each one of them, a
“Finance Party”.
	 
	 	(vii)	 	The Obligors and the Finance Parties will be jointly designated hereinafter
as the “Parties”.





RECITALS





	I.	 	On 28 December 2007, the Borrower filed with the Spanish Securities Market Commission
(Comisión Nacional del Mercado do Valores) a voluntary takeover bid for one hundred per cent.
(100%) of the share capital (the “Shares”) of Sogecable S.A. (“Sogecable” or the “Target”) for
a price (the “Offer Price”) of Euro 28.00 per Share (such takeover bid plus any other take
over bid to be launched by the Borrower either voluntary or mandatory (including, but not
limited to, any squeeze or sell out) for the acquisition of the Shares being the “Offer”).
	 
	II.	 	The terms and conditions of the Offer are set out in
the corresponding prospectus and its annexes (the
same, as it may from time to time be amended, added
to or revised in accordance with the terms of Royal
Decree 1066/2007, of 27 July, on the regime governing
takeover bids (Real Decreto 1066/2007, de 27 de
julio, sobre el régimen de las ofertas públicas de
adquisición de valores), the “Prospectus”) has been
presented for approval to the CNMV on or about the
date of the First Amendment Date. A copy of the draft
form of the Prospectus (excluding its Annexes)
presented to the CNMV has




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	 	 	been delivered to the Agent in accordance with the terms of Clause 4.1 of the
Bridge Facilities Agreement.
	 
	III.	 	Whereas on or around the First Amendment Date the
Borrower and the Original Offer Guarantee Bank (as
defined below) have entered into an agreement
relating to the issue of the Offer Guarantees (the
“Counter Guarantee Agreement”). A copy of the form
of Offer Guarantee which has been deposited with the
CNMV is set out in Schedule 1 (Form of Offer
Guarantee) of the Counter Guarantee Agreement.
	 
	IV.	 	Whereas HSBC Bank plc (the “Original Offer Guarantee
Bank”) will, in accordance with the terms of the
Counter Guarantee Agreement, issue a guarantee (the
“Initial Offer Guarantee”) which will be deposited
with the CNMV within the timeframe required by Royal
Decree 1066/2007, of 27 July, on the regime governing
takeover bids (Real Decreto 1066/2007, de 27 de
julio, sobre el régimen de las ofertas públicas de
adquisición de valores), for the purposes of
securing, as required by Section 15 of Royal Decree
1066/2007, of 27 July, on the regime governing
takeover bids (Real Decreto 1066/2007, de 27 de
julio, sobre el régimen de las ofertas públicas de
adquisición de valores) the obligations of the
Borrower resulting from the Offer, in the amount of
Euro 2,033,569,892.
	 
	V.	 	Whereas HSBC Bank plc (the “Original Offer Guarantee Bank”) will, in accordance with the
terms of the Counter Guarantee Agreement, issue a guarantee (the “Squeeze-out Guarantee”)
which will be deposited with the CNMV within the timeframe required by Royal Decree 1066/2007,
of 27 July, on the regime governing takeover bids (Real Decreto 1066/2007, de 27 de julio,
sobre el régimen de las ofertas públicas de adquisición de valores), for the purposes of
securing, as required by Section 48.4 of Royal Decree 1066/2007, of 27 July, on the regime
governing takeover bids (Real Decreto 1066/2007, de 27 de julio, sobre el régimen de las
ofertas públicas de adquisición de valores) the obligations of the Borrower resulting from the
Offer, in the amount of Euro 80,000,000 (the “Squeeze-out Amount”).
	 
	VI.	 	Whereas the Lenders have agreed to make available the Facilities to the Borrower for the
purposes of, amongst others, financing the consideration for the Acquisition (as defined
below).
	 
	VII.	 	Therefore, in consideration of the above, the Parties (each of which declares that the powers
by virtue of which it enters into this Agreement are in full force and effect) agree to enter
into this facilities agreement (hereinafter, the “Agreement”), which shall be governed by the
following Clauses:




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SECTION I. -

DEFINITIONS









	1.	 	DEFINITIONS
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	“Accession Letter” means a document substantially in the form set out in Schedule 4 (Form
of Accession Letter) or in such other form as may be agreed between the Agent and the
Borrower.
	 
	 	 	“Accession Undertaking” shall have the meaning given to that term in the Counter Guarantee
Agreement.
	 
	 	 	“Account” means the account number 0162-0001-28-0044833002 opened in the name of the
Borrower with the Agent as well as such other bank account as may replace it in the future
as agreed by the Borrower and the Agent.
	 
	 	 	“Accounting Principles” means the accounting principles used in the preparation of the
Audited Consolidated Annual Financial Statements for the financial year ending on 31
December 2007.
	 
	 	 	“Acquisition” means the Offer Acquisition or a Market Purchase Acquisition.
	 
	 	 	“Additional Offer Guarantee Bank” shall have the meaning given to that term in the Counter
Guarantee Agreement.
	 
	 	 	“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding
Company of that person or any other Subsidiary of that Holding Company.
	 
	 	 	“Announcement of the Offer” means, in respect of the Offer, the “Anuncio de la oferta” as
such term is defined in Section 16 of Royal Decree 1066/2007, of 27 July, on the regime
governing takeover bids (Real Decreto 1066/2007, de 27 de julio, sobre el régimen de las
ofertas públicas de adquisición de valores).
	 
	 	 	“Audited Consolidated Annual Financial Statements” means the consolidated annual financial
statements of the Prisa Group for each financial year, duly audited by the Auditor and those
other accounting documents which must be drawn up on an annual basis in accordance with
Spanish company law in force at any time.
	 
	 	 	“Audited Individual Annual Financial Statements” means the annual report of the Borrower for
each financial year duly audited by a reputable audit firm and those other accounting
documents which must be drawn up on an annual basis in accordance with Spanish company law
in force at any time.
	 
	 	 	“Auditor” means Deloitte, S.L. or any other international audit firm which may be appointed
in the future by the Borrower to audit the consolidated financial statements of the Prisa
Group from amongst the following audit firms: KPMG, Ernst & Young and PriceWaterhouseCoopers.




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	 	 	“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that
Facility minus (subject as set out below):






	 	(a)	 	its participation in any outstanding Loans under that Facility; and
	 
	 	(b)	 	in relation to any proposed Loan, its participation in any other Loans that
are due to be made under that Facility on or before the proposed Utilisation Date.






	 	 	For the purposes of calculating a Lender’s Available Commitment in relation to any proposed
Loan under the Revolving Facility only, that Lender’s participation in any Revolving Facility
Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date shall
not be deducted from a Lender’s Commitment under that Facility.
	 
	 	 	“Available Facility” means, in relation to a Facility, the aggregate for the time being of
each Lender’s Available Commitment in respect of that Facility.
	 
	 	 	“Availability Period” means:






	 	(a)	 	in relation to Facility A, the period from and including the date hereof to
and including 31 October 2008;
	 
	 	(b)	 	in relation to Facility B, the period from and including the date hereof to 7
Business Days after the date on which the Senior Agent declares, in accordance with
clause 20.2 (Declaracion de la Resolucion Anticipada) of the Existing Senior Facilities
Agreement, that all amounts due by the Borrower thereunder are immediately due and
payable; and
	 
	 	(c)	 	in relation to the Revolving Facility, the period from and including the date
hereof to and including the date falling one Month prior to the Termination Date.






	 	 	“Base Case Business Plan” means the base case business plan for the Prisa Group submitted to
the Agent during the months of April and May pursuant to the terms of paragraph (c) of
Clause 19.1.1 including, but not limited to, evidence which shows a projected Consolidated
EBITDA of €735,000,000 for the period of twelve months ending on 31 December 2009.
	 
	 	 	“Break Costs” means the amount (if any) by which






	 	(a)	 	the interest (excluding the Margin and Mandatory Costs (if any)) which a
Lender should have received for the period from the date of receipt of all or any part
of its participation in a Loan or Unpaid Sum to the last day of the current Interest
Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum
received been paid on the last day of that Interest Period;






	 	 	exceeds:






	 	(b)	 	the amount which that Lender would, in the opinion of the Agent, had been able
to obtain by placing an amount equal to the principal amount or Unpaid Sum received by
it on deposit with a leading bank in Madrid for a period starting on




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	 	 	 	the date of receipt or recovery and ending on the last day of such Interest Period,
both inclusive.






	 	 	“Business Day” means a day other than (i) a Saturday, a Sunday or such other day on which
banks are not open for general business in Madrid and London, and (ii) a day on which the
Trans-European Automated Real-time Gross Settlement Express Transfer payment system
(“TARGET”) is closed or does not operate normally.
	 
	 	 	“Cashflow” means, in respect of any Financial Year, Consolidated EBITDA for that Financial
Year after:
	 
	 	 	adding back:






	 	(a)	 	any decrease in the amount of Working Capital;
	 
	 	(b)	 	any cash receipt in respect of any exceptional or extraordinary item;
	 
	 	(c)	 	any cash receipt in respect of any Tax rebate; and
	 
	 	(d)	 	any amount arising from a Disposal to the extent that such amount is taken
into account as a loss in the calculation of Consolidated EBITDA;
	 
	 	(e)	 	any increase in provisions, other non-cash debits and other non-cash charges
taken into account in establishing Consolidated EBITDA;






	 	 	and deducting:






	 	(a)	 	any amount of Capital Expenditure actually made by any member of the Prisa
Group;
	 
	 	(b)	 	any increase in the amount of Working Capital;
	 
	 	(c)	 	any cash payment in respect of any exceptional or extraordinary item;
	 
	 	(d)	 	any amount actually paid or due and payable in respect of Taxes on the profits
of any member of the Prisa Group;
	 
	 	(e)	 	any amount arising from a Disposal to the extent that such amount is taken
into account as a gain in the calculation of Consolidated EBITDA; and
	 
	 	(f)	 	any decrease in provisions and other non-cash credits taken into account in
establishing Consolidated EBITDA,






	 	 	and so that no amount shall be included more than once.
	 
	 	 	“Capital Expenditure” means any expenditure which (in accordance with the Accounting
Principles) is treated as capital expenditure.
	 
	 	 	“Certain Funds Period” means:






	 	(a)	 	in relation to Facility A, the period starting on the date hereof and ending
on the earlier of (1) the date on which the Offer Guarantee Banks have been reimbursed
in full for all of their liabilities under the Offer Guarantees in




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	 	 	 	accordance with Clause 5.7 (Utilisations in respect of demands under the Offer
Guarantee(s)), (2) the date on which the Offer Guarantees have been released or
cancelled in full and (3) the Termination Date; and
	 
	 	(b)	 	in relation to Facility B, the period starting on the date hereof (inclusive)
and ending on 29 February 2008 or such other later date as may be agreed between the
Borrower and the Majority Lenders.






	 	 	“Charged Property” means all of the assets which from time to time are, or are expressed
to be, the subject of the Transaction Security.
	 
	 	 	“Clean Up Period” means the period of 90 days commencing on the Business Day immediately
following the last day of the Offer Acceptance Period.
	 
	 	 	“CNMV” means the Spanish Securities Market Commission (Comisión Nacional del Mercado de
Valores).
	 
	 	 	“Commitment” means a Facility A Commitment, a Facility B Commitment or a Revolving Facility
Commitment as the context may require.
	 
	 	 	“Commitment Letter” means the letter dated on 20 December 2007 between, among others, HSBC
and the Borrower.
	 
	 	 	“Compliance Certificate” means a certificate substantially in the form set out in Schedule
5 (Form of Compliance Certificate) or in any other form agreed between the Borrower and the
Agent.
	 
	 	 	“Confidentiality Undertaking” means a confidentiality undertaking substantially in the LMA
form of Confidentiality Undertaking or any other form agreed between the Borrower and the
Agent.
	 
	 	 	“Consolidated EBITDA” has the meaning given to that term in Clause 20.1 (Financial
Definitions).
	 
	 	 	“Consolidated Financial Statements” means the Audited Consolidated Annual Financial
Statements and the Management Accounts.
	 
	 	 	“Control” means the dominant position of a legal entity, individual, or group of individuals
or legal entities that act in concert with respect to any other entity or group of entities
over which they hold control and which constitutes a decision-making unit pursuant to the
terms set out in Section 42 of the Spanish Code of Commerce.
	 
	 	 	“Controlling Shareholder” means Rucandio S.A., the company which has control over the
Borrower within the meaning of Section 42 of the Spanish Code of Commerce.
	 
	 	 	“Coordinating Banks” means the banks appointed by the Borrower for the purposes of
coordinating the arrangement of the refinancing of the Prisa Group’s debt facilities on
behalf of (among others) the Lenders.
	 
	 	 	“Cost Reduction Plan” means the restructuring plan referred to in the Independent Business
Review.




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	 	 	“Counter Guarantee Agreement” means the agreement dated the date hereof between, among
others, the Borrower and each of the Offer Guarantee Banks relating to the issue of the
Offer Guarantees.
	 
	 	 	“Deep Debt Instruments” shall have the meaning set out in Clause 21.25 (Best Effort
Undertaking).
	 
	 	 	“Deeply Subordinated Indebtedness” shall have the meaning set out in Clause 21.25 (Best
Efforts Undertaking).
	 
	 	 	“Default” means an Event of Default or any event or circumstance which would, with the
expiry of a grace period and/or the giving of notice, in each case, under Clause 22 (Events
of Default), be an Event of Default.
	 
	 	 	For the purposes of this Agreement, a Default is “continuing” if it has not been
waived in writing by the Agent acting on the instructions of the Majority Lenders.
	 
	 	 	“Digital +” shall have the meaning given to that term in the Eleventh Amendment Agreement.
	 
	 	 	“Digital + Sale” shall have the meaning given to that term in the Eleventh Amendment
Agreement.
	 
	 	 	“Disposal” means a sale, lease, transfer or other disposal (excluding a sale and leaseback
of the head office of the Borrower in Madrid, the head office of Diario El País S.A. in
Madrid and the head office of Sociedad de Servicios Radiofónicos Unión Radio, S.L. in
Barcelona) by a person of any asset or business (whether voluntary or involuntary and
whether as a single transaction or a series of transactions).
	 
	 	 	“DTS” means DTS Distribuidora de Televisión Digital.
	 
	 	 	“Eleventh Amendment Agreement” means the agreement made on the Eleventh Amendment Date
between, amongst others, the Borrower and the Agent pursuant to the terms of which certain
amendments are to be made to this Agreement.
	 
	 	 	“Eleventh Amendment Date” means the date of execution of the Eleventh Amendment Agreement.
	 
	 	 	“Eleventh Amendment Transaction Costs” means the costs, fees and expenses and stamp,
registration, notarial and similar Taxes incurred or recognised by members of the Prisa
Group in connection with (i) the negotiation, drafting and execution of the Eleventh
Amendment Agreement, the Refinancing Agreement and the Independent Business Review and (ii)
the transactions contemplated under the Eleventh Amendment Agreement and the Refinancing
Agreement.
	 
	 	 	“EURIBOR” means, in relation to any Loan or any amount due under this Agreement and in
respect of any time period:






	 	(a)	 	the interest rate which appears on the EURIBOR 01 page of the REUTERS screen
or any other screen which may replace it in the future at 11 a.m. (Central European
Time) in the morning of the second Business Day immediately prior




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	 	 	 	to the date on which the corresponding time period commences for financing with
delivery of funds two (2) Business Days after the day of fixing the rate in
accordance with the TARGET calendar for euro deposits for a time period equal to
that of the time period concerned; or
	 
	 	(b)	 	if the corresponding time period has a duration different from the time
periods of Euro deposits for which reference rates are determined in accordance with
the above paragraph, the EURIBOR applicable during such time period shall be the
arithmetical mean of rates which, in accordance with the above paragraph, correspond to
the immediately previous and subsequent time periods for which there is a quotation.






	 	 	The EURIBOR interest rate so calculated shall be increased by the taxes, levies or
surcharges imposed at any time on deposits obtained in the European interbank market along
with brokerage or fees of intermediaries paid in order to obtain the same and the taxes
imposed on such fees or brokerage.
	 
	 	 	“Event of Default” means any event or circumstance specified as such in Clause 22 (Events
of Default).
	 
	 	 	“Excess Cash Flow” means, for any Financial Year of the Borrower, Cashflow for that
Financial Year after:






	 	(i)	 	adding back:






	 	(a)	 	any dividends received by Sogecable or by Prisa from DTS after
completion of the Digital + Sale;
	 
	 	(b)	 	any Financial Indebtedness drawn down to fund Capital Expenditure or
Permitted Acquisitions;
	 
	 	(c)	 	any dividends received by Prisa from Sogecable prior to completion of
the Digital + Sale;
	 
	 	(d)	 	any Disposal Proceeds and any Insurance Proceeds; and






	 	(ii)	 	deducting:






	 	(a)	 	Consolidated Net Finance Charges for the relevant Financial Year;
	 
	 	(b)	 	any dividends or preferred dividends payable in respect of that
Financial Year to minority shareholders in Media Capital, Santillana, Digital
+ and Union Radio after, in each case, the relevant minority disposals
described in clause 2 of the Refinancing Agreement have been completed and
only to the extent that such dividends are legally or contractually required
to be paid under the terms of the agreements entered into in respect of such
minority disposals, and any dividends or preferred dividends payable in
respect of that Financial Year to the Other Third Party Minority Shareholders
to the extent that such dividends are legally or contractually required to be
paid;




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	 	(c)	 	any preferred dividends payable in respect of that Financial Year in
connection with the “convertible non-voting shares” of the Borrower as such
term is defined in the business combination agreement dated 5 March 2010 and
entered into by the Borrower and Liberty Acquisition Holdings Corp.;
	 
	 	(d)	 	any scheduled amortisation repayment of the Facilities, the Senior
Facilities and in relation to an Existing Financing made within that Financial
Year;
	 
	 	(e)	 	(i) prior to the date of completion of the Digital + Sale, Cashflow
generated by Sogecable and its Subsidiaries and (ii) on or following the date
of completion of the Digital + Sale, Cashflow generated by Digital + only;
	 
	 	(f)	 	any amounts from Disposal Proceeds or Insurance Proceeds that are to
be reinvested in accordance with Clause 8.7.2;
	 
	 	(g)	 	any mandatory and voluntary repayment of the Facilities and the
Senior Facilities (plus accrued interest thereon) made within that Financial
Year; and
	 
	 	(h)	 	the aggregate of any consideration paid for or cost of any Permitted
Acquisition made or falling due for payment in cash during that Financial
Year.






	 	 	“Existing Bilateral Loans” shall have the meaning given to that term in the Eleventh
Amendment Agreement.
	 
	 	 	“Existing Facilities” means the Senior Facilities, the Facilities, the Subordinated Facility
and the Target Facilities (and “Existing Facility” means any one of them).
	 
	 	 	“Existing Financing” means the Prisa Group’s bank debt existing as at 31 March 2010 as
listed in Schedule 7 (Existing Bank Debt), together with any extensions of the term or
refinancing thereof (provided that such extensions or refinancing do not result in an
increase of the amount of such indebtedness).
	 
	 	 	“Existing Intragroup Financial Indebtedness” means the Financial Indebtedness existing as
at 31 March 2010 under loans or credit made by members of the Prisa Group in favour of
members of the Prisa Group as listed in Schedule 10 (Existing Intragroup Financial
Indebtedness).
	 
	 	 	“Existing Intragroup Guarantees” means the guarantees and indemnities granted by by members
of the Prisa Group in favour of members of the Prisa Group existing as at the Eleventh
Amendment Date as listed in Schedule 11 (Existing Intragroup Guarantees).
	 
	 	 	“Existing Senior Facilities Agreement” means the senior facilities agreement dated 19 May
2006 (as amended and restated on 19 June 2007) between, among others, the Borrower and
HSBC Sp as agent.




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	 	 	“Existing Subordinated Facility Agreement” means the subordinated facility agreement dated
20 December 2007 between, among others, the Borrower and HSBC Sp as agent.
	 
	 	 	“Extended Bilateral Loans” shall have the meaning given to that term in the Eleventh
Amendment Agreement.
	 
	 	 	“Extension Effective Date” shall have the meaning given to the term “Second Extension
Effective Date” in the Eleventh Amendment Agreement.
	 
	 	 	“Extension Pledges” shall have the meaning given to that term in the Eleventh Amendment
Agreement.
	 
	 	 	“Facility” means a Term Facility and/or the Revolving Facility (and “Facilities” means two
or more of them).
	 
	 	 	“Facility A” means the term loan facility made available under this Agreement as described
in sub-clause 2.1.1.
	 
	 	 	“Facility A Commitment” means:






	 	(a)	 	in relation to an Original Lender, the amount in Euro for Facility A committed
by it as of 20 December 2007 and the amount of any other Facility A Commitment
transferred to it under this Agreement; and
	 
	 	(b)	 	in relation to any other Lender, the amount in Euro for Facility A of any
Facility A Commitment transferred to it under this Agreement,






	 	 	to the extent not cancelled, reduced or transferred by it under this Agreement.
	 
	 	 	“Facility A Loan” means a loan made or to be made under Facility A or the principal amount
outstanding for the time being of that loan.
	 
	 	 	“Facility B” means the term loan facility made available under this Agreement as described
in sub-clause 2.1.2.
	 
	 	 	“Facility B Commitment” means:






	 	(a)	 	in relation to an Original Lender, the amount in Euro for Facility B committed
by it as of 20 December 2007 and the amount of any other Facility B Commitment
transferred to it under this Agreement; and
	 
	 	(b)	 	in relation to any other Lender, the amount in Euro for Facility B of any
Facility B Commitment transferred to it under this Agreement,






	 	 	to the extent not cancelled, reduced or transferred by it under this Agreement.
	 
	 	 	“Facility B Loan” means a loan made or to be made under Facility B or the principal amount
outstanding for the time being of that loan.
	 
	 	 	“Facility Office” means the office or offices notified by a Lender to the Agent in writing
on or before the date it becomes a Lender (or, following that date, by not less than five




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	 	 	Business Days’ written notice) as the office or offices through which it will perform its
obligations under this Agreement.
	 
	 	 	“Fee Letter” means any letter or letters made between the Arranger and the Borrower (or the
Agent and the Borrower) setting out any of the fees referred to in Clause 12 (Fees) or
otherwise as agreed between the Arranger and the Borrower.
	 
	 	 	“Finance Documents” means this Agreement, the Eleventh Amendment Agreement, the Refinancing
Agreement, the Commitment Letter, the Mandate Letter, the Syndication Letter, the Counter
Guarantee Agreement, any Fee Letter, any Accession Letter, any Accession Undertaking, the
Offer Guarantees, any Guarantee, the Security Documents, any interest hedging agreement
entered into in relation to this Agreement and any other document designated as a “Finance
Document” by the Agent and the Borrower.
	 
	 	 	“Financial Indebtedness” means any indebtedness (without double counting) for or in respect
of:






	 	(a)	 	moneys borrowed (including overdrafts);
	 
	 	(b)	 	any amount raised by acceptance under any acceptance credit facility or by a
bill discounting or factoring credit facility;
	 
	 	(c)	 	any amount raised pursuant to any note purchase facility or the issue of
bonds, notes, debentures, loan stock or any similar instrument;
	 
	 	(d)	 	principal amount owed under any lease or hire purchase contract or other
agreement which, in each case, would, in accordance with the Accounting Principles, be
treated as a finance or capital lease (being it with or without purchase option);
	 
	 	(e)	 	any amount owed under any advance deferred purchase agreement (save for those
deferred purchase agreements entered into in the ordinary course of trade and upon
terms usual for such trade);
	 
	 	(f)	 	receivables sold or discounted (other than any receivables to the extent they
are sold or discounted on a non-recourse basis);
	 
	 	(g)	 	any derivative transaction entered into in connection with protection against
or benefit from fluctuation in any interest rate, currency exchange rate or price (and,
when calculating the value of any derivative transaction, only the marked to market
value calculated in accordance with the IAS shall be taken into account);
	 
	 	(h)	 	any amount paid (either as capital or premium) by the issue of redeemable
shares;
	 
	 	(i)	 	any amount committed for the acquisition of own shares (autocartera), the
repurchase of own shares or the sale of own shares under their reasonable market value;
and




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	 	(j)	 	bank guarantees or counter-guarantees granted by financial institutions in
favour of any member of the Prisa Group for the purpose of securing full and timely
compliance with their obligations under any Financial Indebtedness provided that, in
order to avoid double counting, when an obligation assumed by any member of the Prisa
Group which constitutes Financial Indebtedness is guaranteed or counter-guaranteed by
any other member of the Prisa Group, such obligation shall only be computed once.






	 	 	For the purposes of the definition of “Financial Indebtedness” the following
shall be excluded: (a) the Senior Subordinated Debt, although the interest paid or to
be paid thereunder shall be included for the purpose of calculating Total Net Interest
Costs, (b) Subsidies, (c) amounts owed by members of the Prisa Group to commercial
creditors in the ordinary course of business, and (d) amounts received by the issue of
redeemable shares for the purposes of implementing any employee’s shares option plan.
	 
	 	 	The Parties acknowledge and agree that the Lenders will use their best efforts to
offer to the Prisa Group the derivative transactions mentioned in paragraph (g) above
in such commercial terms that those transactions can qualify as “effective hedging”
under the IAS.
	 
	 	 	“Financial Year” means each period of twelve months ending on 31 December.
	 
	 	 	“First Amendment Agreement” means the agreement made on the First Amendment Date between
the Borrower, HSBC and the Agent pursuant to the terms of which certain amendments are
to be made to this Agreement.
	 
	 	 	“First Amendment Date” means the date of execution of the First Amendment Agreement, being
27 December 2007.
	 
	 	 	“Fourth Amendment Agreement” means the agreement made on the Fourth Amendment Date between
(among others) the Borrower, HSBC Bank plc and the Agent pursuant to the terms of
which certain amendments were made to this Agreement.
	 
	 	 	“Fourth Amendment Date” means the date of execution of the Fourth Amendment Agreement,
being 20 June 2008.
	 
	 	 	“Fifth Amendment Agreement” means the agreement made on or about the Fifth Amendment Date
between (among others) the Borrower, HSBC Bank plc and the Agent pursuant to the terms
of which certain amendments were made to this Agreement.
	 
	 	 	“Fifth Amendment Date” means the “Effective Date” as defined in the Fifth Amendment
Agreement, being on or about 18 July 2008.
	 
	 	 	“Guarantee” means the first demand guarantee in the form set out in Schedule 9 (Form of
First Demand Guarantee) to be executed before a Public Notary by each Guarantor or, in
the case of any Guarantor incorporated in Portugal, an equivalent first demand
guarantee governed by Portuguese law in the form agreed by the Agent.
	 
	 	 	“Guarantee and Security Agreement” means the guarantee and security agreement dated on or
about 19th April 2010 entered into between, among others, the Lenders and




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	 	 	the Obligors under which certain guarantees have been released, ratified or amended (as
applicable).
	 
	 	 	“Guarantee Proportion” means, in relation to a Lender in respect of any Offer Guarantee, the
proportion (expressed as a percentage) borne by that Lender’s Available Commitment under
Facility A immediately prior to the issue of that Offer Guarantee, adjusted to reflect any
assignment or transfer under this Agreement to or by that Lender.
	 
	 	 	“Guarantor” means any Prisa Subsidiary which accedes to this Agreement as a Guarantor in
accordance with Clause 24.2 (Guarantors).
	 
	 	 	“Holding Company” means, in relation to a company or corporation, any other company or
corporation in respect of which it is a Subsidiary.
	 
	 	 	“IAS” means International Accounting Standards.
	 
	 	 	“Independent Business Review” means the independent business review of the Prisa Group
prepared by KPMG and dated 22 February 2010.
	 
	 	 	“Individual Annual Financial Statements of the Obligors” means the financial statements
(which will include, in any event, the balance sheet, the profit and loss account and the
statement of cash-flow) of each of the Obligors for each business year and any other
accounting documents which must be prepared by the same on an annual basis in accordance
with company legislation in force at any time.
	 
	 	 	“Initial Financial Model” means the financial model in connection with the Prisa Group for
the purposes of the Facilities agreed between the Arranger and the Borrower (for these
purposes including the financial projections, forecasts and assumptions provided by the
Borrower and used by the Arranger in connection with the preparation of this initial
financial model).
	 
	 	 	“Information Memorandum” means the document which will be prepared by the Arranger in
accordance with the model accepted by the Borrower, at its request and on its behalf,
containing all information on the Prisa Group and Sogecable which the Arranger and the
Borrower consider (on a reasonable basis and provided that the disclosure of such
information is not restricted by law or contract) relevant for the primary syndication
of the Facilities and which will be distributed by the Arranger, after its approval by
the Borrower, to the entities selected for that purpose.
	 
	 	 	“Information Package” means the Information Memorandum together with the financial model to
be prepared by the Arranger in connection with primary syndication of the Facilities
(for these purposes including the financial projections, forecasts and assumptions
provided by the Borrower and used by the Arranger in connection with the preparation of
the financial model) .
	 
	 	 	“Interest Payment Date” means:






	 	(a)	 	with respect to any Interest Period during which an Ordinary Rate of Interest
applies, the last date of such Interest Period; and




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	 	(b)	 	with respect to any Interest Periods during which any Substitute Interest Rate
applies, the date on which the application of such Substitute Interest Rates ceases to
be applicable or the date three (3) Months after the date of application of such
Substitute Interest Rate.






	 	 	“Interest Period” means, in relation to a Loan, each period determined in accordance with
Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in
accordance with Clause 9.4 (Default interest).
	 
	 	 	“Legal Opinions” means the legal opinions delivered to the Agent pursuant to Clause 4.1
(Initial Conditions Precedent) and Clause 24.2 (Guarantors).
	 
	 	 	“Lender” means:






	 	(a)	 	any Original Lender; and
	 
	 	(b)	 	any bank, financial institution, trust, fund or other entity which has become
a Party in accordance with Clause 23 (Changes to the Lenders),






	 	 	which in each case has not ceased to be a Party in accordance with the terms of this
Agreement.
	 
	 	 	“Leverage” shall have the meaning given to the term “Ratio Deuda Financiera Neta sobre
EBITDA” in the Existing Senior Facilities Agreement and shall be calculated in accordance
with the terms and conditions set out in the Existing Senior Facilities Agreement for that
purpose.
	 
	 	 	“LMA” means the London Market Association.
	 
	 	 	“Loan” means a Term Loan or a Revolving Loan.
	 
	 	 	“Majority Lenders” means:






	 	(a)	 	(if there are no Loans then outstanding) a Lender or Lenders whose Commitments
aggregate more than 662/3 per cent. of the Total Commitments (or,
if the Total Commitments have been reduced to zero, aggregated more than
662/3 per cent. of the Total Commitments immediately prior to
that reduction); or
	 
	 	(b)	 	(at any other time), a Lender or Lenders whose participations in the Loans
then outstanding aggregate more than 662/3 per cent. of all the
aggregate Loans already made at that time.






	 	 	“Major Breach” means, in respect of the Original Obligors only (and for the avoidance of
doubt excluding Sogecable and its Subsidiaries) an outstanding breach of either of Clauses
21.3 (Negative Pledge/Guarantees), 21.8 (Acquisitions), 21.9 (Disposals) or 21.10
(Financial Indebtedness incurred).
	 
	 	 	“Major Default” means, any outstanding Event of Default in respect of Original Obligors only
(and for the avoidance of doubt excluding Sogecable and its Subsidiaries) under any of
Clauses 22.1 (Non-payment), 22.2 (Other Obligations) (but only in relation




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	 	 	to a Major Breach), 22.3 (Misrepresentation) (but only in relation to a Major
Representation), 22.7 (Insolvency), and 22.8 (Creditors’ process).
	 
	 	 	“Major Representation” means, in respect of the Original Obligors only (and for the
avoidance of doubt excluding Sogecable and its Subsidiaries) any of the representations
contained in any of Clauses 18.1 (Status), 18.2 (Power and authority), 18.4 (Binding
obligations) and 18.5 (Non-conflict with other obligations).
	 
	 	 	“Management Accounts” means the consolidated financial statements of the Prisa Group for
each Financial Quarter, including the cumulative management accounts for the relevant
financial year to date.
	 
	 	 	“Mandate Letter” means the mandate letter dated 18 July 2008 between the Borrower, the
Agent, Banco Español de Crédito, S.A, BNP Paribas, Sucursal en España, Caixa D’Estalvis
I Pensions de Barcelona “La Caixa”, Caja de Ahorros y Monte de Piedad de Madrid, HSBC
Bank plc and Natixis, Sucursal en España.
	 
	 	 	“Mandatory Cost” means the annual coefficient calculated by the Agent in accordance with
Schedule 3 (Mandatory Cost Formulae).
	 
	 	 	“Margin” means 2.50 per cent.
	 
	 	 	“Market Purchase Acquisition” means each acquisition of Shares by the Borrower at a purchase
price per Share not higher than the Offer Price during the period from the Announcement of
the Offer to the end of the Offer Acceptance Period, as permitted pursuant to Section 32.3
of Royal Decree 1066/2007, of 27 July, on the regime governing takeover bids (Real Decreto
1066/2007, de 27 de julio, sobre el régimen de las ofertas públicas de adquisición de
valores).
	 
	 	 	“Material Adverse Effect” means any effect, event, matter or circumstance occurred after the
date hereof and which (in the opinion of the Majority Lenders (acting reasonably)):






	 	(a)	 	is or could be expected to be materially adverse to the business, assets, or
financial condition of the Prisa Group (taken as a whole) and, as a consequence
thereof, the ability of the Obligors to perform any of their obligations under any of
the Finance Documents or the Senior Finance Documents; or
	 
	 	(b)	 	results in any of the Finance Documents or the Senior Finance Documents not
being legal, valid and binding on and enforceable against, any Obligor.






	 	 	“Material Prisa Subsidiary” means, at any time:






	 	(a)	 	an Obligor; or
	 
	 	(b)	 	a Prisa Subsidiary which:






	 	(i)	 	has earnings before interest, tax, depreciation and
amortisation (calculated on the same basis as EBITDA) representing 5
per cent. or more of EBITDA; or




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	 	(ii)	 	has gross assets (excluding intra-group items) representing 5
per cent. or more of the Prisa Group Assets; or
	 
	 	(iii)	 	has a turnover (excluding intra-group items) representing 5
per cent. or more of the Prisa Group Income,






in each case calculated on a consolidated basis.




	 	 	“Media Capital” shall have the meaning given to that term in the Eleventh Amendment
Agreement.
	 
	 	 	“Media Capital Sale” shall have the meaning given to that term in the Eleventh Amendment
Agreement.
	 
	 	 	“Minimum Equity Proceeds” shall have the meaning given to that term in the Eleventh
Amendment Agreement.
	 
	 	 	“Ninth Amendment Agreement” means the agreement made on or about 13 May 2009 between the
Borrower, the Lenders and the Agent pursuant to which certain amendments are to be made to
this Agreement.
	 
	 	 	“Ninth Amendment Date” means the date of execution of the Ninth Amendment Agreement, being
13 May 2009.
	 
	 	 	“Obligors” shall have the meaning given to that term at the beginning of this Agreement and
the term “Obligor” shall be construed accordingly.
	 
	 	 	“Offer Acceptance Period” means, in respect of the Offer, “Plazo de Aceptación de la Oferta”
as such term is defined in Section 23 of Royal Decree 1066/2007, of 27 July, on the regime
governing takeover bids (Real Decreto 1066/2007, de 27 de julio, sobre el régimen de las
ofertas públicas de adquisición de valores).
	 
	 	 	“Offer Acquisition” means the acquisition of Shares by the Borrower as a result of the
Offer.
	 
	 	 	“Offer Guarantee” means, at any time, any guarantee (being it the Initial Offer Guarantee,
the Squeeze-out Guarantee or a Replacement Offer Guarantee(s)) issued by an Offer Guarantee
Bank at the request of the Borrower in favour of the shareholders of Target pursuant to the
Counter Guarantee Agreement and deposited with the CNMV.
	 
	 	 	“Offer Guarantee Banks” means each Lender (or Affiliate of a Lender) which is party to the
Counter Guarantee Agreement.
	 
	 	 	“Ordinary Interest Rate” means the interest rate determined in accordance with Clause 9.1
(Calculation of Ordinary Interest Date).
	 
	 	 	“Other Third Party Minority Shareholder” means each third party minority shareholder in
Aldipren, S.A., Diario As, S.L., Districuen, S.L., Distritoledo S.L., Gestión de Marcas
Audiovisuales, S.A., Gran Vía Musical de Ediciones, S.A., Grupo Caracol, S.A., Grupo
Santillana de Ediciones, S.A., Infotécnia 11824, S.L. and Servicios Radiópolis, S.A. DE
C.V..




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	 	 	“Pay-TV Business” means any economic unit (unidad económica) as the same may be established
by the board of directors of the Target comprising (i) the satellite pay-TV platform of
Canal Satélite Digital and DTS Distribuidora de Televisión Digital operated by the Target,
(ii) any common services necessary for the operation of such satellite pay-TV platform and
(iii) any ancillary businesses related to such satellite pay-TV platform, as the case may
be.
	 
	 	 	“Permitted Acquisition” means:






	 	(a)	 	any acquisition by an Obligor or a Material Prisa Subsidiary of either all or
a portion of the share capital of another person (the “Acquired Company”) which prior
to such acquisition was not a member of the Prisa Group if the amount of the purchase
price (including deferred consideration, but deducting costs and expenses incurred on
market terms for such transactions, amounts required to be held in escrow pending
determination of whether a purchase price adjustment or indemnity or other payment or
adjustment will be made, for so long as and to the extent held in escrow and taxes
applicable to the relevant transaction)) for (and repayment of existing liabilities or
Financial Indebtedness of) the Acquired Company (the “Purchase Price”) when aggregated
with the amount of the Purchase Prices in respect of all Acquired Companies purchased
in any financial year by Obligors and Material Prisa Subsidiaries do not exceed the
Euro amount (or its equivalent in other currency) set out in column 2 opposite that
financial year in the table annexed hereto as Schedule 6 (Permitted Acquisitions);
	 
	 	(b)	 	(if Total Leverage at the date of such proposed acquisition is less than or
equal to 3.0:1) any acquisition by an Obligor or a Material Prisa Subsidiary of either
all or a portion of the share capital or all or a portion of the business, assets,
goodwill and undertaking, in each case, of another person (“Proposed Target”) which
prior to such acquisition was not a member of the Prisa Group, provided that:






	 	(i)	 	the Borrower gives prior written notice to the Agent of the
proposed acquisition;
	 
	 	(ii)	 	no Event of Default has occurred and is continuing or would
arise as a result of such acquisition;
	 
	 	(iii)	 	prior to completion of the relevant acquisition, the Borrower
provides to the Agent a certificate (in form and substance satisfactory
to the Agent (acting reasonably) (together with supporting calculations
set out in reasonable detail and reasonable information to evidence))
certifying that, from the date of the proposed acquisition to the
Termination Date, there will be no breach of the financial covenants
set out in Clause 20.2 (Financial Condition); and






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	 	(iv)	 	the business of the Proposed Target is the same or
substantially the same as, or ancillary to, the business of any of the
members of the Prisa Group;






	 	(c)	 	any Pre-Identified Santillana Acquisition; and
	 
	 	(d)	 	any acquisition totally funded from the proceeds of either the first or second
share capital increase in an aggregate minimum amount of EUR 50,000,000 in Union Radio
subscribed by 3i Investments plc.






“Permitted Financial Indebtedness” means Financial Indebtedness which:




	 	(a)	 	arises under the Finance Documents;
	 
	 	(b)	 	arises in respect of any Existing Financing;
	 
	 	(c)	 	is incurred under or in connection with the refinancing of any Permitted
Financial Indebtedness to the extent its maturity date does not fall before the
Termination Date and the Senior Termination Date;
	 
	 	(d)	 	is between members of the Prisa Group provided that the aggregate amount of
the Financial Indebtedness under loans or credit made by an Obligor in favour of a
member of the Prisa Group which is not an Obligor does not exceed EUR 75,000,000 (or
its equivalent) at any time;
	 
	 	(e)	 	arises under or in connection with (i) any bank guarantee line existing as at
the date hereof (including, if any, the related counter guarantee agreement(s)) any
extension of its term, and any renewal or refinancing thereof, and (ii) any bank
guarantee line entered into after the date hereof ((including, if any, the related
counter guarantee agreement(s)), provided that the maximum aggregate indebtedness under
such bank guarantee lines does not exceed 5% of the Prisa Group Assets from time to
time (for the purposes of determining whether the limit in this paragraph (e) has been
exceeded any bank guarantee or counter-indemnity obligation in respect of other forms
of Permitted Financial Indebtedness shall not be double counted);
	 
	 	(f)	 	is borrowed by Subsidiaries of Santillana domiciled and/or operating in Latin
America and which arises under or in connection with a Permitted Acquisition referred
to in paragraph (c) of the definition of Permitted Acquisition up to a maximum
aggregate amount of EUR 100,000,000 (or its equivalent in other currency) at any time;
	 
	 	(g)	 	is provided to a member of the Prisa Group on a bilateral basis on or prior to
the Eleventh Amendment Date together with any refinancing of such Financial
Indebtedness pursuant to the terms of Clause 21.25 (Best Efforts Undertaking);
	 
	 	(h)	 	is not permitted by the preceding paragraphs and the outstanding principal
amount of which does not exceed at any time EUR 100,000,000 (or its equivalent in other
currencies) in aggregate for the Prisa Group provided that (1) as a consequence of such
Financial Indebtedness there will not be any




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	 	 	 	breach of this Agreement and (2) the Borrower provides evidence to the Agent (in
form and substance satisfactory to the Agent (acting reasonably)) that, as a
consequence of such Financial Indebtedness, there will not be any breach of the
financial covenants set out in Clause 20.2 (Financial Condition);
	 
	 	(i)	 	is Financial Indebtedness to which the Agent (on the instructions of the
Majority Lenders) shall have given prior written consent;
	 
	 	(j)	 	is Deeply Subordinated Indebtedness;
	 
	 	(k)	 	is Existing Intragroup Financial Indebtedness; and
	 
	 	(l)	 	is Subordinated Debt.






For the avoidance of doubt, the Parties agree and acknowledge that the EUR75,000,000 basket
referred to in paragraph (d) is in addition to any Existing Intragroup Financial
Indebtedness owing to Obligors by members of the Prisa Group not being Obligors (captured
under paragraph (k) above).




“Permitted Guarantees” means:




	 	(a)	 	guarantees or indemnities arising under the Finance Documents and the Senior
Finance Documents;
	 
	 	(b)	 	the Senior Guarantees and, as the case may be, the Guarantees;
	 
	 	(c)	 	any guarantee which is given in connection with the Permitted Hedging
Agreements;
	 
	 	(d)	 	guarantees or indemnities by a member of the Prisa Group in favour of another
member of the Prisa Group provided that the aggregate amount of the Financial
Indebtedness under all such guarantees and indemnities given by Obligors in favour of
members of the Prisa Group which are not Obligors does not exceed EUR 75,000,000 (or
its equivalent) at any time;
	 
	 	(e)	 	any guarantees or indemnities given in connection with any Permitted Financial
Indebtedness provided that any guarantees or indemnities given in connection with the
Permitted Financial Indebtedness referred to in paragraph (h) of the definition of
Permitted Financial Indebtedness contained in this Clause 1.1 shall only be permitted
to the extent that the aggregate of the outstanding principal amounts of the
indebtedness in respect of which those guarantees or indemnities are given does not
exceed EUR 50,000,000 (or its equivalent) at any time;
	 
	 	(f)	 	any guarantee provided in the ordinary course of business of the Prisa Group;
	 
	 	(g)	 	any guarantees or indemnities permitted under sub-clause 21.11.2;
	 
	 	(h)	 	the Existing Intragroup Guarantees; and
	 
	 	(i)	 	any guarantees or indemnities given by Santillana in connection with the
Permitted Financial Indebtedness referred to in paragraph (f) of the definition of
Permitted Financial Indebtedness contained in this Clause 1.1.





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For the avoidance of doubt, the Parties agree and acknowledge that the EUR75,000,000 basket
referred to in paragraph (d) is in addition to (1) the Financial Indebtedness under any
Existing Intragroup Guarantees granted by Obligors in favour of members of the Prisa Group
not being Obligors (captured under paragraph (h) above), and (2) the Financial Indebtedness
under any guarantees and indemnities referred to in paragraph (i) above.




“Permitted Hedging Agreements” means (a) the existing interest rate hedging agreements of
the Obligors on the date hereof (including, but not limited to, the interest rate hedging
agreement put in place in respect of the Existing Senior Facilities Agreement) and (b) any
other hedging agreements entered into by any of the Obligors on a non-speculative basis for
the purposes of hedging their exposure to the interest rate risk arising under any Permitted
Financial Indebtedness, provided that the hedging provider under each said agreement is a
Lender or a Senior Lender (or an Affiliate of a Lender or, as applicable, a Senior Lender).




“Permitted Security” means any Security created to secure any Permitted Financial
Indebtedness where such Security is shared with the Senior Finance Parties or, upon the
refinancing in full of the Senior Facilities, the Finance Parties provided that any Security
securing the Permitted Financial Indebtedness referred to in paragraph (h) of the definition
of Permitted Financial Indebtedness contained in this Clause 1.1 shall only be permitted to
the extent that the aggregate of the outstanding principal amounts of the indebtedness
secured thereunder does not exceeds EUR 50,000,000 (or its equivalent) at any time.




For the avoidance of doubt, the Parties acknowledge and agree that the Transaction Security
shall only be shared with (1) certain of the bilateral lenders under the Permitted Financial
Indebtedness referred to in paragraph (g) of the definition of Permitted Financial
Indebtedness contained in this Clause 1.1 and (2) the hedge counterparties under any
hedging agreements entered into by any of the Obligors on a non-speculative basis for the
purposes of hedging the Prisa Group’s exposure to the interest rate risk arising under this
Agreement as a replacement of any of the Permitted Hedging Agreements existing as of the
Eleventh Amendment Date for such interest risk hedging purposes when the latter are
closed-out, in accordance with, and subject to, the terms of the Eleventh Amendment
Agreement and the Refinancing Agreement.




“Pre-Identified Santillana Acquisition” means any acquisition of (or any acquisition of an
interest in) all or part of the shares of a company, or any acquisition of (or any
acquisition of an interest in) a business, provided that:




	 	(a)	 	either the Borrower or Santillana gives prior written notice to the Agent of
the proposed acquisition;
	 
	 	(b)	 	the company (or the company the shares of which are being acquired) or
business is related to the education and/or trade publishing businesses in Spain,
Portugal, Brazil, Mexico, the United States of America, or, with the prior written
consent of the Agent (following the instructions of the Lenders,
which consent shall not be unreasonably withheld or delayed), in any other country
requested by the Borrower or Santillana; and




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	 	(c)	 	the company (or the company the shares of which are being acquired) or
business being acquired has positive earnings before interest, tax, depreciation and
amortisation (calculated on the same basis as Consolidated EBITDA) during the twelve
Months period prior to such acquisition being completed or, if that is not the case,
the Borrower or Santillana delivers to the Agent a certificate signed by its Chief
Financial Officer or a director certifying, with the relevant supportive information
and calculations, that the company (or the company the shares of which are being
acquired) or business being acquired would have had on a pro forma basis positive
earnings before interest, tax, depreciation and amortisation (calculated on the same
basis as Consolidated EBITDA) during the twelve Months period prior to such acquisition
being completed taking into account any reasonably projected synergies and cost savings
it would have experienced had it been comprised, during such period, within the Prisa
Group (and/or within its business).






“Prisa Group” means the Borrower and its Subsidiaries which, at any time, are consolidated
in a group (whether on a global, proportional or equivalent (puesta en equivalencia) basis).




“Prisa Group Assets” means the assets of the Prisa Group listed in the Audited Consolidated
Annual Financial Statements.




“Prisa Group Income” means the income of the Prisa Group evidenced in the relevant Audited
Consolidated Annual Financial Statements.




“Prisa Subsidiary” means each company in which any Obligor holds a direct or indirect
Control and which is a member of the Prisa Group.




“Property” means:




	 	(a)	 	any freehold, leasehold or immovable property; and
	 
	 	(b)	 	any buildings from time to time situated on or forming part of that freehold,
leasehold or immovable property.






“Reference Banks” means the following entities:




- Caixa D’ Estalvis de Catalunya,




- Barclays Bank, S.A., and




- The Royal Bank of Scotland plc.




In the event that any of the mentioned entities merges with or is taken over by another
credit entity, it shall be replaced, for the purposes of this Agreement, by the new
resulting entity or by the absorbing entity. If, on the contrary, a demerger or spin-off
of any of the Reference Banks takes place, all resulting entities which continue to be
credit entities will be considered Reference Banks.




In the event that any of the Reference Banks is liquidated or ceases to exist otherwise or
becomes a party to this Agreement as a Lender, the relevant entity will cease to be



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considered a Reference Bank and the Agent shall appoint (after consultation with the
Borrower) a new credit entity as a Reference Bank.




“Refinancing Agreement” shall have the meaning given to that term in the Eleventh Amendment
Agreement.




“Repeating Representations” means each of the representations set out in Clause 18
(Representations) (save for the representation set out in Clause 18.17 (Controlling
Shareholder)).




“Replacement Offer Guarantee” shall have the meaning given to this term in the Counter
Guarantee Agreement.




“Revolving Commitment” means:




	 	(a)	 	in relation to an Original Lender, the amount in Euro set opposite its name
under the heading “Revolving Facility Commitment” committed by it as 20 December 2007
and the amount of any other Revolving Commitment transferred to it under this
Agreement; and
	 
	 	(b)	 	in relation to any other Lender, the amount in Euro of any Revolving
Commitment transferred to it under this Agreement,  to the extent not cancelled, reduced or transferred by it under this Agreement.










“Revolving Facility” means the Euro revolving credit facility made available under this
Agreement as described in sub-clause 2.1.3.




“Revolving Facility Loan” means a loan made or to be made under the Revolving Facility or
the principal amount outstanding for the time being of that loan.




“Rollover Loan” means one or more Revolving Facility Loans:




	 	(a)	 	made or to be made on the same day that a maturing Revolving Facility Loan is
due to be repaid; and
	 
	 	(b)	 	the aggregate amount of which is equal to or less than the maturing Revolving
Facility Loan.






“Sale” shall have the meaning given to that term in the Eleventh Amendment Agreement.




“Santillana” shall have the meaning given to that term in the Eleventh Amendment Agreement.




“Second Amendment Agreement” means the agreement made on the Second Amendment Date between
(among others) the Borrower, HSBC Bank plc and the Agent pursuant to the terms of which
certain amendments were made to this Agreement.




“Second Amendment Date” means the date of execution of the Second Amendment Agreement, being
19 February 2008.



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“Security” means means a mortgage, charge, pledge, lien or other security interest securing
any obligation of any person or any other agreement or arrangement in rem having a similar
effect.




“Security Documents” means each of the share pledges listed in Clause 21.23 (Security and
Guarantees), the Extension Pledges and any other document entered into by any Obligor
creating or expressed to create any Security over all or any part of its assets in respect
of the obligations of any of the Obligors under any of the Finance Documents.




“Selection Notice” means a notice substantially in the form set out in Part B of Schedule
2 given in accordance with Clause 10.1 (Selection of Interest Periods).




“Senior Agent” has the meaning given to the term “Agente” in the Existing Senior Facilities
Agreement.




“Senior Facilities” means the facilities made available under the terms of the Existing
Senior Facilities Agreement.




“Senior Finance Documents” has the meaning given to the term “Documentos Financieros” in the
Existing Senior Facilities Agreement.




“Senior Guarantees” has the meaning given to the term “Garantías” in the Existing Senior
Facilities Agreement.




“Senior Lenders” shall have the meaning given to the term “Acreditantes” in the Existing
Senior Facilities Agreement.




“Senior Obligors” shall have the meaning given to the term “Obligados” in the Existing
Senior Facilities Agreement.




“Senior Subordinated Debt” means the “Deuda Subordinada” (as such term is defined in the
Existing Senior Facilities Agreement) existing as of the date of this Agreement or otherwise
under the terms of the Existing Subordinated Facility Agreement.




“Senior Termination Date” has the meaning given to the term “Fecha de Vencimiento Final” in
the Existing Senior Facilities Agreement.




“Sogecuatro” means Sociedad General de Televisión Cuatro, S.A.U.




“Strategic Repositioning Plan” means the strategic repositioning plan for the Prisa Group to
be submitted to the Agent prior to 30 June 2009 including, but not limited to, financial
projections and a comprehensive description and justification of the strategies to be
pursued to leverage globally the capabilities of Prisa and enhance the value of the Prisa
Group.




“Subordinated Debt” means indebtedness subordinated to the present and future obligations of
(i) the Senior Obligors under the Senior Finance Documents and (ii) the Obligors under this
Agreement and (iii) under each of the existing bilateral facilities entered into by Prisa
and/or Santillana in accordance with the Refinancing Agreement and furthermore:



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	 	(a)	 	which does not establish obligations to repay the same (except for increases
in capital to offset indebtedness) until after the Maturity Date (as defined in the
Existing Senior Facilities Agreement) and the Termination Date;
	 
	 	(b)	 	whose creditors are not entitled to request the acceleration or the early
termination thereof until the obligations of (i) the Senior Obligors under the Senior
Finance Documents and (ii) the Obligors under this Agreement have been settled in full;
	 
	 	(c)	 	which is not secured by any type of security or in rem guarantees, unless such
guarantee or security is also subordinated; and
	 
	 	(d)	 	whose subordination and other characteristics described in this definition are
granted in favour of (i) the Senior Lenders, the lenders under the bilateral facilities
and the counterparties to the Financing Interest Rate Hedging Agreement (as defined in
the Existing Senior Facilities Agreement) and (ii) the Lenders either by way of an
agreement between creditors or as a stipulation in favour of a third party.






“Subordinated Facility” means the subordinated facility made available under the Existing
Subordinated Facility Agreement.




“Subordinated Lenders” means the “Lenders” as such term is defined in the Existing
Subordinated Facility Agreement.




“Subsidiary” means, in relation to any company or corporation (a “holding company”), a
company or corporation over which a holding company has direct or indirect Control.




“Subsidies” means payments made to members of the Prisa Group by local, regional or national
governments or governmental agencies or by the European Union or any of its agencies.




“Substitute EURIBOR” means, in relation to any Loan or any amount due under this Agreement
and in respect of any time period, EURIBOR for the time period of closest duration to the
relevant time period. For the purposes of this definition, the substitute
time period shall be shorter to the relevant period in respect of which Substitute EURIBOR
is being calculated.




“Syndication Date” means the date falling 180 days after the date hereof or such earlier
date specified by the Arranger as the date on which primary syndication of the Facilities is
completed.




“Syndication Letter” means the syndication letter dated 18 July 2008 between the Borrower,
the Agent and the Arranger.




“Target Facilities” means the facilities made available under the terms of the Target
Facilities Agreement.




“Target Facilities Agreement” means the facilities agreement dated 15 July 2005 between
(among others) the Target and HSBC Bank plc, Sucursal en España as agent.



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“Target Subordinated Indebtedness” means the indebtedness outstanding from time to time
under a subordinated facility between the Target and Telefónica, S.A.




“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature
levied to any person in accordance with the applicable regulations from time to time (and
references to “Taxation” shall be construed accordingly).




“Telecinco” means Gestevisión Telecinco S.A.




“Term Facility” means Facility A and Facility B.




“Termination Date” means 19 May 2013.




“Term Loan” means a Facility A Loan or a Facility B Loan.




“Third Amendment Agreement” means the agreement made or to be made on the Third Amendment
Date between the Borrower, HSBC and the Agent pursuant to the terms of which certain
amendments are made to this Agreement.




“Third Amendment Date” means the date of execution of the Third Amendment Agreement, being
on or about 20 May 2008.




“Total Commitments” means the aggregate of the Total Facility A Commitments, the Total
Facility B Commitments and the Total Revolving Facility Commitments




“Total Facility A Commitments” means the aggregate of the Facility A Commitments, being EUR
1,950,000,000.




“Total Facility B Commitments” means the aggregate of the Facility B Commitments, being EUR
2,052,000,000 at the date of this Agreement.




“Total Revolving Facility Commitments” means the aggregate of the Revolving Facility
Commitments of the Lenders, being EUR 142,000,000 at the date of this Agreement.




“Transaction Costs” means the costs, fees and expenses and stamp, registration, notarial and
similar Taxes incurred or recognised by members of the Prisa Group in connection with (i)
the negotiation, drafting and execution of this Agreement and the other Finance Documents
and (ii) the transactions contemplated under the Finance Documents (including, without
limitation, the Offer and the Acquisition).




“Transaction Security” means the Security created or expressed to be created in favour of
the Lenders pursuant to the Security Documents.




“Union Radio” shall have the meaning given to that term in the Eleventh Amendment Agreement.




“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance
Documents.




“Utilisation Date” means the date on which a Loan is made.



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“Utilisation Request” means a notice substantially in the form set out in Part A of
Schedule 2 (Requests).




“Working Capital” means, on any date, the difference between (i) the sum of all trade
(including accrued customer discounts), inventory and other receivables in respect of
operating items of each member of the Prisa Group including sundry debtors (but excluding
cash at bank and other equivalent liquid resources) maturing within twelve months from the
date of computation and (ii) the aggregate of all trade and other creditors and accrued
costs and expenses in respect of, in each case, operating items payable by each member of
the Prisa Group falling due within twelve months from the date of computation.




	1.2	 	Refinancing Agreement
	 
	 	 	This Agreement is subject to the Refinancing Agreement and, in the event of any
inconsistency between this Agreement and the Refinancing Agreement, the Refinancing
Agreement shall prevail.





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SECTION II. -

THE FACILITIES









	2.	 	THE FACILITIES
	 
	 	 	Subject to the terms of this Agreement, the Lenders make available to the Borrower:






	 	2.1.1	 	a term loan facility in an aggregate amount equal to the Total Facility A
Commitments;
	 
	 	2.1.2	 	a term loan facility in an aggregate amount equal to the Total Facility B
Commitments; and
	 
	 	2.1.3	 	a revolving credit facility in an aggregate amount equal to the Total
Revolving Commitments.










	3.	 	PURPOSE OF THE FACILITIES






	3.1	 	Purpose






	 	3.1.1	 	The Borrower shall apply all amounts borrowed under Facility A towards
funding (a) the consideration for the Offer Acquisition and (b) the Transaction Costs.
	 
	 	3.1.2	 	The Borrower shall apply all amounts borrowed under Facility B towards
refinancing the Senior Facilities and the Subordinated Facility (including, in each
case, breakage costs and, if any, hedge close out costs).
	 
	 	3.1.3	 	The Borrower shall apply all amounts borrowed under the Revolving Facility
towards:






	 	(a)	 	funding the consideration for any Market Purchase Acquisition up to a
maximum aggregate amount to be agreed in advance of any Uilisation for such
purpose between the Borrower and the Agent (acting on the instructions of the
Majority Lenders); and/or
	 
	 	(b)	 	financing or refinancing the general corporate and working capital
purposes of the Prisa Group (including, but not limited to, the Transaction
Costs).






	3.2	 	Monitoring
	 
	 	 	No Finance Party is bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement.










	4.	 	CONDITIONS OF UTILISATION






	4.1	 	Initial Conditions Precedent
	 
	 	 	A Utilisation will not be made unless the Agent has received (or is satisfied that it
will, contemporaneously with the first Utilisation of the Facilities, receive) all of the
documents and other evidence listed in Part A of Schedule 1 (Conditions Precedent to
Initial Utilisation) in form and substance satisfactory to the Agent (acting reasonably).
The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.




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	4.2	 	Further conditions precedent
	 
	 	 	Subject to Clause 4.4 (Certain Funds), the Lenders will only be obliged to comply with
Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the
proposed Utilisation Date:






	 	4.2.1	 	in the case of a Facility A Loan for the purposes of funding the Offer
Acquisition (i) the Agent has received a copy of the CNMV’s notice to the governing
body of the relevant stock exchange confirming the Offer has been successful or (ii) a
copy of the notice stating the same has been published in the Official Listing Bulletin
(Boletín de Cotización) of the relevant stock exchange or (iii) the Agent has received
a copy of the notice delivered to the Borrower by the bank appointed in the Prospectus
as the Offer settlement agent (Agente Liquidador de la Oferta) for the purposes of
settling the consideration for the Offer Acquisition or (iv) in the event of the Offer
is launched by means of an squeeze out, the CNMV has publicly announced that the
Borrower has decided that (a) the relevant squeeze out is to take place and (b) the
date on which such squeeze out will take place, and both (a) and (b) in accordance with
Article 48.4 of the Royal Decree 1066/2007, of 27 July, on the regime governing
takeover bids (Real Decreto 1066/2007, de 27 de julio, sobre el régimen de las ofertas
públicas de adquisición de valores);
	 
	 	4.2.2	 	in the case of a Rollover Loan, no Event of Default is continuing or would
result from the proposed Utilisation and, in the case of any other Utilisation, no
Default is continuing or would result from the proposed Utilisation; and
	 
	 	4.2.3	 	the Repeating Representations to be made by each Obligor are true and
accurate in all material respects in each case by reference to the facts and
circumstances then subsisting and will remain true and accurate immediately after the
Loan is made.






	4.3	 	Maximum number of Utilisations






	 	4.3.1	 	The Borrower may not deliver a Utilisation Request if as a result of the
proposed Utilisation:






	 	(a)	 	more than 5 Facility A Loans would be outstanding;
	 
	 	(b)	 	more than 3 Facility B Loans would be outstanding; or
	 
	 	(c)	 	more than 15 Revolving Facility Loans would be outstanding.






	4.4	 	Certain Funds
	 
	 	 	Each Lender agrees that, during the Certain Funds Period, it shall not:






	 	4.4.1	 	have the right to prevent or limit the making of any Term Loan, whether by
cancellation, rescission or termination of the Facilities or otherwise; or
	 
	 	4.4.2	 	make or enforce any claims it may have under the Finance Documents if the
effect of such claim or enforcement would prevent or limit the making of any Term Loan;
or




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	 	4.4.3	 	otherwise exercise during the Certain Funds Period any right of set-off or
similar right or remedy if to do so would prevent or limit the making of any Term Loan;
or
	 
	 	4.4.4	 	cancel or declare any of the Term Facilities immediately due and payable or
payable on demand,






in each case unless (a) a Major Default has occurred and is continuing or would result from
the making of any Loan, (b) a Major Representation is incorrect or misleading when made or
deemed to be made, (c) it is entitled to do so by virtue of the provisions of Clause 8.1
(Illegality in respect of a Lender) in respect of the Lender affected or (d) the Controlling
Shareholder no longer controls the Borrower and provided that, immediately upon the expiry
of the Certain Funds Period, all such rights, remedies and entitlements arising under the
Finance Documents shall be available to the Lenders notwithstanding that they may not have
been used or been available for use during the Certain Funds Period.




	5.	 	UTILISATION OF LOANS
	 
	5.1	 	Delivery of a Utilisation Request






	 	5.1.1	 	The Borrower may utilise Facility A for the purposes of funding the Offer
Acquisition, by delivery to the Agent of a duly completed Utilisation Request not later
than 11.00 a.m. on the second Business Day prior to the date on which the relevant
Utilisation is to be made provided that such date falls within the eight Business Days
after the end of the Offer Acceptance Period (or such other time as may be agreed by
the Agent and the Borrower).
	 
	 	5.1.2	 	The Borrower may utilise Facility B by delivery to the Agent of a duly
completed Utilisation Request not later than 11.00 a.m. on the fifth Business Day
following the date on which the Senior Agent declares, in accordance with clause 20.2
(Declaración de le resolución anticipada) of the Existing Senior Facilities Agreement,
that all amounts due thereunder by the Borrower are immediately due and payable (or
such other time as may be agreed by the Agent and the Borrower) and the amount of such
Utilisation Request shall also be deemed to include the amount necessary to refinance
all amounts outstanding under the Subordinated Facility.
	 
	 	5.1.3	 	The Borrower may utilise a Revolving Facility by delivery to the Agent of a
duly completed Utilisation Request not later than 11.00 a.m. on the third Business Day
prior to the date on which the relevant Utilisation is to be made (or such other time
as may be agreed by the Agent and the Borrower).






	5.2	 	Completion of a Utilisation Request






	 	5.2.1	 	Each Utilisation Request is irrevocable and will not be regarded as having
been duly completed unless:






	 	(a)	 	it identifies the Facility to be utilised (and, in the case of
Facility A and the Revolving Facility, the purpose);




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	 	(b)	 	the proposed Utilisation Date is a Business Day within the
Availability Period applicable to that Facility;
	 
	 	(c)	 	the amount of the requested Loan complies with Clause 5.3 (Amount);
and
	 
	 	(d)	 	the proposed Interest Period complies with Clause 10 (Interest
Periods).






	 	5.2.2	 	Only one Loan may be requested in each Utilisation Request.     






	5.3	 	Amount






	 	5.3.1	 	The amount of the proposed Loan must be an amount which is not more than the
Available Facility and which is (unless otherwise agreed between the Borrower and the
Agent):






	 	(a)	 	in the case of a Facility A Loan, either:






	 	(i)	 	in the case of an Utilisation to be used for the purposes of
funding the Offer Acquisition, an amount equal to the lower of the
following figures:






	 	(1)	 	the Total Facility A Commitments, and
	 
	 	(2)	 	an amount equal to the number of Shares to be acquired by
the Borrower as a result of the Offer multiplied by the Offer
Price; or






	 	(ii)	 	in the case of an Utilisation to be used for the purposes
described in paragraph (b) of sub-clause 3.1.1, an amount equal to the
Demand Amount (as defined in Clause 5.7 (Utilisations in respect of
demands under the Offer Guarantee(s)) below); or
	 
	 	(iii)	 	in the case of an Utilisation to be used for the purposes
described in paragraph (c) of sub-clause 3.1.1 an amount equal to the
relevant Transaction Costs provided that the Borrower delivers a
certificate to the Agent confirming such amount;






	 	(b)	 	in the case of a Facility B Loan, an amount equal to the aggregate of
all amounts due and unpaid under the Existing Senior Facilities Agreement and
the Existing Subordinated Facility Agreement (including, in each case,
breakage costs and hedge close out costs); or
	 
	 	(c)	 	in the case of a Revolving Facility Loan either:






	 	(i)	 	in the case of an Utilisation to be used for the purposes of
funding a Market Purchase Acquisition an amount equal to the number of
Shares to be acquired by the Borrower multiplied by the corresponding
price per Share (which purchase price per Share shall in no event be
higher than the Offer Price provided that at no time the aggregate
amounts of all outstanding Revolving Facility Loans used for the
purposes of funding a Market Purchase Acquisition shall be higher than
the amount agreed in advance of such




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	 	 	 	Utilisation between the Borrower
and the Agent (acting on the instructions of the Majority Lenders)); or
	 
	 	(ii)	 	in the case of an Utilisation to be used for the purposes of
financing the Transaction Costs, an amount equal to the relevant
Transaction Costs provided that the Borrower delivers a certificate to
the Agent confirming such amount;
	 
	 	(iii)	 	in the case of any other Utilisation under the Revolving
Facility (i.e. to be used for the purposes of financing or refinancing
the general corporate and working capital purposes of the Prisa Group
other than the Transaction Costs), a minimum of Euro 10,000,000 or, if
higher, an integral multiple of Euro 5,000,000 or, if less, the full
amount of the Available Facility at such time.






	5.4	 	Lenders’ participation






	 	5.4.1	 	If the conditions set out in this Agreement have been met, each Lender shall
make its participation in each Loan available on the Utilisation Date through its
Facility Office.
	 
	 	5.4.2	 	The amount of each Lender’s participation in each Loan will be equal to the
proportion borne by its Available Commitment to the Available Facility immediately
prior to making the Loan.






	5.5	 	Limitation on Utilisations






	 	5.5.1	 	Any Facility A Commitments, Facility B Commitments or Revolving Facility
Commitments which have not been drawn by the end of the Availability Period relating
thereto shall be cancelled and the relevant Commitments shall be reduced accordingly.
	 
	 	5.5.2	 	The Revolving Facility may be utilised in accordance with the terms of
paragraphs (c)(i) and (ii) of sub-clause 5.3.1 but otherwise may not be utilised until
Facility B has been utilised or unless it will simultaneously be utilised.






	5.6	 	Utilisation in respect of the Offer
	 
	 	 	The Borrower expressly instructs the Agent, on the relevant Utilisation Date, to
directly transfer the amounts of any Loan drawn down for the purpose of the financing of the
Offer to (i) the Account or (ii) in the event of a Utilisation in respect of demands under
Offer Guarantees (pursuant to Clause 5.7 (Utilisation in respect of demands
under Offer Guarantee(s)), to the account notified to the Agent by the Offer Guarantee
Banks.
	 
	5.7	 	Utilisations in respect of demands under the Offer Guarantee(s)
	 
	 	 	Notwithstanding the above, if either (A) the Agent (acting on the instructions of the
Majority Lenders) has declared all amounts due and payable pursuant to the terms of Clause
22.14 (Acceleration) (whether during the Certain Funds Period pursuant to its rights under
the provisions of Clause 4.4 (Certain Funds) or otherwise) and, as a consequence, a demand
has been deemed to be made under each Offer Guarantee or (B) any demand is made by any Offer
Guarantee Bank under an Offer Guarantee, whether in respect of the whole of the amount
guaranteed by it, or part only and whether in one or




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	 	 	any number of demands (the aggregate of
such amounts under either (A) or (B) above being the “Demand Amount”), the following
provisions shall apply:






	 	5.7.1	 	If a Facility A Loan has not been requested, the Borrower shall be deemed to
have irrevocably requested a Facility A Loan in an aggregate amount equal to the Demand
Amount (or, if less, the Available Facility in respect of Facility A). A Facility A
Loan shall have been deemed to have been made accordingly in such aggregate amount.
	 
	 	5.7.2	 	If a Facility A Loan has been requested but has not been made, such
Utilisation Request shall be cancelled and a Utilisation Request shall be deemed to
have been submitted and a Facility A Loan shall be deemed to have been made in an
amount equal to the Demand Amount (any Facility A Loan, whether deemed or actual, made
pursuant to sub-clauses 5.7.1 or 5.7.2 being an “Offer Guarantee Utilisation”).
	 
	 	5.7.3	 	If a Facility A Loan has been requested and made but not yet applied in
payment of the consideration for the Shares acquired as a result of the Offer, the
amount of such Facility A Loan, to the extent necessary, shall be paid to the Offer
Guarantee Banks.
	 
	 	5.7.4	 	For the purposes of sub-clauses 5.7.1 or 5.7.2, none of the conditions set
out in Clauses 4.2 (Further Conditions Precedent) or 4.4 (Certain Funds) shall apply.
	 
	 	5.7.5	 	The Agent shall immediately notify the Lenders that an Offer Guarantee
Utilisation has been made. Upon the occurrence of any of the events referred to in
sub-clauses 5.7.1 to 5.7.2 inclusive, the Lenders shall, if applicable, make
available their participation to such account notified to the Agent by the Offer
Guarantee Banks.
	 
	 	5.7.6	 	Nothing contained herein shall affect the rights and obligations of the
Parties to the Counter Guarantee Agreement.
	 
	 	5.7.7	 	The making of an Offer Guarantee Utilisation does not prevent the calling of
an Event of Default.






	5.8	 	Offer Guarantee Banks Counter-Indemnity
	 
	 	 	The liability of each Offer Guarantee Bank to make payments under an Offer Guarantee
will be counter-indemnified by (i) the Borrower and (ii) the Lenders in respect of Facility
A, in the case of the Lenders up to a maximum amount equal to its Guarantee Proportion in
accordance with the provisions of Clause 15.4 (Offer Guarantee Banks Counter-Indemnity).
	 
	5.9	 	Communication of Utilisation Requests






	 	5.9.1	 	Upon receipt by the Agent of an Utilisation Request, and provided that the
applicable conditions set out in Clause 4 (Conditions of Utilisation) have been
satisfied, the Agent shall promptly (and in any event no later than the next Business
Day following receipt of the Utilisation Request) give notice thereof to each Lender,
indicating the amount of their respective Commitments in respect




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	 	 	 	of the corresponding
Loan and the duration of the Interest Period selected by the Borrower for the first
Interest Period for that Loan.
	 
	 	5.9.2	 	Upon receipt by the Agent of (i) a demand made by the beneficiary under the
Offer Guarantees or (ii) a deemed demand pursuant to the terms of paragraph (A) of
Clause 5.7 (Utilisations in respect of demands under the Offer Guarantee(s)), the
Agent shall promptly on the same Business Day of such receipt deliver a copy of that
demand or a certificate confirming the value of the deemed demand to each Lender,
indicating the amount of their respective Commitments in respect
of the Demand Amount
(which shall be proportionate to their Commitments under Facility A).






	5.10	 	Funding of Utilisations






	 	5.10.1	 	Each Lender shall, before 10.00 a.m. on the corresponding Utilisation Date,
make funds available to the Agent in the amount set out in the notice referred to in
sub-clause 5.9.1.
	 
	 	5.10.2	 	Each Lender shall make available to the Agent funds in an amount equal to
their respective pro rata Commitments in the Demand Amount (as notified by the Agent
under sub-clause 5.9.2) for value on the same date of receipt of either (i) the copy
of the demand under the Offer Guarantee or (ii) the certificate confirming the value of
the deemed demand delivered in either case by the Agent pursant to sub-clause 5.9.2
(or, due to exceptional circumstances, on value date for the next Business Day).
	 
	 	5.10.3	 	The Lenders will make funds available to the Agent by means of transfer into
the OMF treasury account opened in the name of the Agent with the Bank of Spain (Banco
de España), account number 0162 or by means of TARGET. Each Lender shall confirm to
the Agent by fax, payment of funds by no later than the required time.
	 
	 	5.10.4	 	The Borrower acknowledges and accepts that the aforementioned transfers
satisfy all the legal requirements for delivery and constitute evidence of payment and
creation of debt.










	6.	 	FINANCE PARTIES RIGHTS AND OBLIGATIONS






	 	6.1.1	 	The obligations of each Finance Party under the Finance Documents are
several. Failure by a Finance Party to perform its obligations under the Finance
Documents does not affect the obligations of any other Party under the Finance
Documents. No Finance Party is responsible for the obligations of any other Finance
Party under the Finance Documents.
	 
	 	6.1.2	 	The rights of each Finance Party under or in connection with the Finance
Documents are separate and independent rights and any debt arising under the Finance
Documents to a Finance Party from an Obligor shall be a separate and independent debt.




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	 	6.1.3	 	A Finance Party may only separately enforce its rights under the Finance
Documents as a consequence of the occurrence of an Event of Default under Clause 22.1
(Non-payment).





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SECTION III -

REPAYMENT, PREPAYMENT AND CANCELLATION









	7.	 	REPAYMENT






	7.1	 	Repayment of Term Loans
	 
	 	 	Subject to Clause 8 (Prepayment and Cancellation), the Borrower shall repay the Term
Loans in full on the Termination Date.
	 
	7.2	 	Repayment of Revolving Loans
	 
	 	 	The Borrower shall repay each Revolving Loan on the last day of its Interest Period.
All Revolving Loans shall be paid in full on the Termination Date.










	8.	 	PREPAYMENT AND CANCELLATION






	8.1	 	Illegality in respect of a Lender
	 
	 	 	If it becomes unlawful in any applicable jurisdiction for a Lender as a result of any
change after the date it became a Lender in any applicable (or in the interpretation,
administration or application thereof) law or regulation to perform any of its obligations
as contemplated by this Agreement or to make, fund, issue or maintain its participation in
any Loan that Lender shall promptly notify the Agent upon becoming aware of that event and
upon the Agent notifying the Borrower:






	 	8.1.1	 	that Lender shall not thereafter be obliged to participate in any Loan and
the Commitments of that Lender shall immediately be reduced to zero and cancelled; and
	 
	 	8.1.2	 	the Borrower shall:






	 	(a)	 	on such date as the Agent shall have specified, repay that Lender’s
participation (or the relevant portion of that Lender’s participation) in the
Loans together with accrued interest on and all other amounts owing to that
Lender under the Finance Documents (such specified date being no earlier than
the last day of any applicable grace period permitted by law); or
	 
	 	(b)	 	require such Lender to (and such Lender shall) transfer all of its
rights and obligations under this Agreement to a Lender or another bank,
financial institution, trust, fund or other entity selected by the Borrower
(and approved by the Agent, such approval not to be unreasonably withheld)
which confirms its willingness to assume and does assume all obligations of
the transferring Lender for an amount equal to the outstanding principal
amount of such Lender’s participation in the outstanding Loans and all accrued
interest, fees and other amounts payable to that Lender at the time of such
transfer. On any prepayment being made to a Lender pursuant to this paragraph
(b), its Commitment shall be cancelled in full.






	8.2	 	Voluntary cancellation
	 
	 	 	The Borrower may, if it gives the Agent not less than ten Business Days’ (or such
shorter period as the Agent (acting on the instructions of the Majority Lenders) may agree)
prior





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	 	 	written notice, cancel the whole or any part of any of an Available Facility in a
minimum amount of Euro 5,000,000 (or, if higher, an integral multiple of Euro 1,000,000)
provided that no such cancellation in respect of Facility A shall be permitted to the extent
that it would reduce the Facility A Commitments to an amount which is less than the
outstanding aggregate liabilities of the Offer Guarantee Banks under the Offer Guarantees at
such time. Any cancellation under this Clause 8.2 shall reduce rateably the Commitments of
the Lenders under that Facility.
	 
	8.3	 	Voluntary prepayment of Term Loans






	 	8.3.1	 	The Borrower may, if it gives the Agent not less than ten Business Days’ (or
such shorter period as the Agent (acting on the instructions of the Majority Lenders)
may agree) prior written notice, prepay the whole or any part of a Term Loan (but, if
in part, by a minimum amount of Euro 5,000,000 (or, if higher, an integral multiple of
Euro 1,000,000) (or, the full amount of the Term Loan at that time).
	 
	 	8.3.2	 	A Term Loan may only be prepaid after the last day of the relevant
Availability Period (or, if earlier, the day on which the relevant Available Facility
is zero).






	8.4	 	Voluntary prepayment of Revolving Facility Loans
	 
	 	 	The Borrower may, if it gives the Agent not less than ten Business Days’ (or such
shorter period as the Agent (acting on the instructions of the Majority Lenders) may agree)
prior notice, prepay the whole or any part of a Revolving Facility Loan (but, if in part, by
a minimum amount of Euro 5,000,000 (or, if higher, an integral multiple of Euro 1,000,000)
(or, the full amount of the Term Loan at that time).
	 
	8.5	 	Right of repayment and cancellation in relation to a single Lender






	 	8.5.1	 	If:






	 	(a)	 	any sum payable to any Lender by an Obligor is required to be
increased under paragraph (c) of Clause 13.2 (Tax gross-up);
	 
	 	(b)	 	any Lender claims indemnification from an Obligor under Clause 13.3
(Tax indemnity) or Clause 14.1 (Increased costs); or
	 
	 	(c)	 	any Lender notifies the Agent of any Additional Cost Rate that
becomes applicable to it under paragraph 3 of Schedule 3 (Mandatory Cost
Formulae),






the Borrower may, whilst (in the case of paragraphs (a) and (b) above) the
circumstance giving rise to the requirement or indemnification continues or whilst
(in the case of paragraph (c) above) that Additional Cost Rate is greater than
zero, give the Agent notice of cancellation of the Commitments of that
Lender and its intention to procure the repayment of that Lender’s participation in
the Loans.




	 	8.5.2	 	On receipt of a notice from the Borrower referred to in sub-clause 8.5.1,
the Commitments of that Lender shall immediately be reduced to zero.




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	 	8.5.3	 	On the last day of each Interest Period which ends after the Borrower has
given notice under sub-clause 8.5.1 (or, if earlier, the date specified by the
Borrower in that notice), each Borrower to which a Loan is outstanding shall repay that
Lender’s participation in that Loan.






	8.6	 	Exit
	 
	 	 	Upon (i) the Controlling Shareholder ceasing to be the direct or indirect holder of at
least 30% of the share capital of the Borrower or (ii) any person other than the Borrower
directly or indirectly holds 30% or more of the share capital of the Borrower or (iii) a
change of Control of the Controlling Shareholder, the Facilities shall be immediately
cancelled in full and the Loans shall be immediately prepaid in full together with interest
thereunder and all other amounts accrued and owing by the Obligors under the Finance
Documents.
	 
	8.7	 	Mandatory Prepayment; Disposal and Insurance Proceeds






	 	8.7.1	 	For the purposes of this Clause 8.7:
	 
	 	 	 	“Disposal Proceeds” means the net cash consideration received by the Borrower
(including any amount received in repayment of intercompany debt) for any Disposal
after deducting:






	 	(a)	 	reasonable out of pocket expenses, costs and liabilities incurred by
any member of the Prisa Group under or in connection with such Disposal to
person(s) who are not members of the Prisa Group or as a result of the
movement of cash intra-group in order to make the prepayment pursuant to
paragraph (c) of sub-clause 8.7.2 below;
	 
	 	(b)	 	VAT and other taxes paid or payable or reasonably reserved by that
member of the Prisa Group as a direct result of such Disposal (with any unused
portion of any reserved amount to constitute Disposal Proceeds in the event it
is not required to pay the relevant tax) or as a result of the movement of
cash intra-group in order to make the prepayment pursuant to paragraph (c) of
sub-clause 8.7.2 below;
	 
	 	(c)	 	the amount of any reserve reasonably maintained by the relevant
member of the Prisa Group in accordance with the Accounting Principles with
respect to warranty or indemnification obligations owing pursuant to the
documentation by means of which such Disposal is effected (with any unused
portion of such reserve to constitute Disposal Proceeds on the date upon which
the warranty or indemnification obligations terminate or such reserve is
reduced other than in connection with a payment);
	 
	 	(d)	 	any amounts required to be held in escrow pending determination of
whether a purchase price adjustment or indemnity or other payment or
adjustment will be made, for so long as and to the extent held in escrow; and




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	 	(e)	 	any net cash consideration effectively paid under any warranty or
indemnity given in respect of the relevant Disposal prior to application
pursuant to this Clause 8.7.






“Insurance Proceeds” means the net cash proceeds (after deducting costs and
expenses, Taxes incurred or reasonably estimated to be incurred and reserved), of
any insurance claim received by the Borrower for loss or damage to property of any
member of the Prisa Group (excluding, for the avoidance of doubt, any business
interruption insurance proceeds and any proceeds which a member of the Prisa Group
is obliged to pay to any third party) after deducting any reasonable costs,
liabilities or expenses in relation to that claim which are incurred by any member
of the Prisa Group to persons who are not members of the Prisa Group or as a result
of the movement of cash intra-group in order to make the prepayment pursuant to
paragraph (a) of Clause 8.7.2.




	 	8.7.2	 	The Borrower shall (and shall ensure that each Obligor or Senior Obligor (as
appropriate) shall) ensure that:






	 	(a)	 	any Insurance Proceeds;
	 
	 	(b)	 	the net amount received by the Borrower by way of dividends arising
from any sale, lease, transfer or other disposal by Prisa Inmobiliaria, S.L.
of Property (whether voluntary or involuntary and whether as a single
transaction or a series of transactions);
	 
	 	(c)	 	the Disposal Proceeds from any Disposal;
	 
	 	(d)	 	the net amount received in respect of the Deeply Subordinated
Indebtedness;
	 
	 	(e)	 	the net amount received by the Borrower by way of dividends arising
from any Disposal of all or any part of the Pay-TV Business or a substantial
part of the assets of the Target and its Subsidiaries;
	 
	 	(f)	 	the net amount received by the Borrower by way of dividends or
intercompany loan (if legally feasible) arising from any sale, lease, transfer
or other disposal by a Subsidiary of the Borrower of any assets; and
	 
	 	(g)	 	the net amount received by the Borrower by way of dividends (through
a distribution of voluntary reserves) or intercompany loan (if legally
feasible) arising from any increase of share capital in a Subsidiary of the
Borrower (subscribed for by a party other than an existing shareholder of
that Subsidiary),






shall each be applied in prepayment of the Facilities in accordance with Clause
8.11 (Application of mandatory prepayments).




Notwithstanding the above, if the Total Leverage (as defined in Clause 20.1
(Financial definitions)) (based on the information contained in the Compliance



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Certificate to be supplied to the Agent in respect of the last Financial Year) is
less than 3.5x, the Borrower may reinvest the amount of any Disposal Proceeds or
Insurance Proceeds within 365 days of receipt of such proceeds. Any proceeds not
reinvested within 365 days of receipt of such proceeds shall be applied in
prepayment of the Facilities in accordance with Clause 8.11 (Application of
mandatory prepayments).




	8.8	 	Application of voluntary prepayment
	 
	 	 	If any of the Term Loans or Revolving Facility Loans are prepaid in accordance with
Clause 8.3 (Voluntary prepayment of Term Facility Loans) or Clause 8.4 (Voluntary
Prepayment of Revolving Facility Loans), then any such amounts prepaid shall be applied as
the Borrower may direct.
	 
	8.9	 	Flotation and public offer for the subscription of securities
	 
	 	 	For the purposes of this Clause 8.9:
	 
	 	 	“Flotation” means a listing of all or any part of the share capital of any company in which
the Borrower holds a stake on any recognised investment exchange or market of an OECD member
country.






	 	8.9.1	 	On any date on which a Flotation occurs, an amount equal to 100% of the net
cash proceeds (net of related fees, costs, liabilities and expenses (including
restructuring costs) reasonably incurred and any taxes incurred or reasonably estimated
to be incurred) received by the Borrower from the Flotation shall be applied in
prepayment of the Facilities in accordance with Clause 8.11 (Application of mandatory
prepayments).
	 
	 	8.9.2	 	On the date on which the Borrower receives the net cash proceeds of any
public offer for the subscription of securities made by the Borrower (excluding any
increase in capital to implement any employee’s share option plan), an amount equal to
100% of such net cash proceeds (net of related fees, costs, liabilities and expenses
(including restructuring costs) reasonably incurred and any taxes incurred or
reasonably estimated to be incurred) shall be applied in prepayment of the Facilities
in accordance with Clause 8.11 (Application of mandatory prepayments).
	 
	 	8.9.3	 	On the date on which the Borrower receives the net cash proceeds arising from
any increase of share capital in the Borrower (in which the preferential right of
subscription has been excluded), such net cash proceeds shall be
promptly applied in prepayment of the Facilities in accordance with Clause 8.11
(Application of mandatory prepayments).
	 
	 	8.9.4	 	On the date on which the Borrower receives the Minimum Equity Proceeds, the
balance of such proceeds (after the retention and/or application of the amounts
referred to in Clause 21.28 (Application of part of the Minimum Equity Proceeds))
shall be promptly applied in prepayment of the Facilities in accordance with Clause
8.11 (Application of mandatory prepayments).




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	 	8.9.5	 	Subject to Clause 21.27 (Application of the Best Effort Undertaking
Proceeds), any net cash proceeds from a Flotation or public offer for the subscription
of securities not required to be applied in prepayment of the Facilities in accordance
with the terms of Clause 8.11 (Application of mandatory prepayments) shall be
considered as free cash flow of the Prisa Group.






	8.10	 	Excess Cash Flow
	 
	 	 	The Borrower will procure that, within 5 Business Days of delivery pursuant to Clause
19.1 (Financial Information) of the Audited Consolidated Annual Financial Statements for
each Financial Year ending after 31 December 2010 (with the first such prepayment being due
in respect of the Financial Year ending on 31 December 2011), 50% of the Excess Cash Flow
for that Financial Year is applied in prepayment of the Facilities in accordance with Clause
8.11 (Application of mandatory prepayments).
	 
	8.11	 	Application of mandatory prepayments






	 	8.11.1	 	Unless otherwise stated in any Finance Document (including, without
limitation, the Eleventh Amendment Agreement, the Refinancing Agreement, Clause 21.27
(Application of Best Efforts Undertaking Proceeds) and Clause 21.28 (Application of
part of the Minimum Equity Proceeds)) prepayments to be made under sub-clause 8.7.2
and Clause 8.9 (Flotation and public offer for the subscription of securities) shall
be applied as follows:






	 	(a)	 	The amounts referred to in (i) paragraphs (a), (b) and (c) of
sub-clause 8.7.2, (ii) sub-clause 8.9.1, (iii) sub-clause 8.9.2 and (iv)
sub-clause 8.9.4 shall be promptly (and, in any event, within five Business
Days) applied in prepayment of the Senior Facilities and the Facilities pro
rata.
	 
	 	(b)	 	The amounts referred to in paragraph (d) of sub-clause 8.7.2 shall
be promptly (and, in any event, within five Business Days) applied in the
prepayment of the Facilities.
	 
	 	(c)	 	The amounts referred to in paragraph (e) of sub-clause 8.7.2 shall,
following any mandatory prepayment required to be made pursuant to the terms
of the financing agreements of the Target, be promptly (and, in any event,
within five Business Days) applied in the prepayment of (A) firstly, the
Senior Facilities and the Facilities pro rata and (B) secondly (once all
amounts outstanding under or in respect of the Senior Facilities and the
Facilities have been repaid), the Subordinated Facility.
	 
	 	(d)	 	The amounts referred to in paragraphs (f) and (g) of sub-clause
8.7.2 and sub-clause 8.9.3 shall be promptly (and, in any event, within five
Business Days) applied in prepayment of the Senior Facilities and the
Facilities pro rata.
	 
	 	(e)	 	The amounts referred to in Clause 8.10 (Excess Cash Flow) shall be
promptly applied in prepayment of the Facilities pro rata.
	 
	 	(f)	 	All other amounts obtained from any of the transactions carried out
to reduce the debt of the Prisa Group that are required to be applied in




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	 	 	 	prepayment under the Existing Senior Facilities Agreement and this Agreement
shall be promptly applied in prepayment of the Senior Facilities and the
Facilities pro rata.
	 
	 	(g)	 	The Senior Facilities shall not be prepaid in full prior to the date
on which the Facilities are prepaid in full.






	 	8.11.2	 	A prepayment made under this Clause 8 shall be applied in prepayment of
Term Loans pro rata.
	 
	 	8.11.3	 	The Agent shall notify the Lenders as soon as possible on becoming aware of
any prepayment to be made under this Clause 8.






	8.12	 	Restrictions






	 	8.12.1	 	Any notice of cancellation or prepayment given by any Party under this
Clause 8 shall be irrevocable and, unless a contrary indication appears in this
Agreement, shall specify the date or dates upon which the relevant cancellation or
prepayment is to be made and the amount of that cancellation or prepayment.
	 
	 	8.12.2	 	Any prepayment under this Agreement shall be made together with accrued
interest on the amount prepaid and, subject to any Break Costs, without premium or
penalty.
	 
	 	8.12.3	 	The Borrower may not re-borrow any part of any Term Facility which is
prepaid.
	 
	 	8.12.4	 	Unless a contrary indication appears in this Agreement, any part of the
Revolving Facility which is prepaid may be re-borrowed in accordance with the terms of
this Agreement.
	 
	 	8.12.5	 	The Borrower shall not repay or prepay all or any part of the Loans or
cancel all or any part of the Commitments except at the times and in the manner
expressly provided for in this Agreement.
	 
	 	8.12.6	 	No amount of the Total Commitments cancelled under this Agreement may be
subsequently reinstated.
	 
	 	8.12.7	 	If the Agent receives a notice under this Clause 8 it shall promptly
forward a copy of that notice to the Borrower or the affected Lenders, as appropriate.






	8.13	 	Prepayment impediment
	 
	 	 	All prepayments to be made under paragraphs (b), (e), (f) and (g) of Clause 8.7.2 and
Clause 8.10 (Excess Cashflow) are subject to permissibility under applicable law
(including, without limitation, financial assistance, corporate benefit restrictions on up
streaming of cash intra group and the fiduciary and statutory duties of the directors of the
relevant members of the Prisa Group). There will be no requirement to make any prepayment
if there is a material Tax or other cost to, or material cash leakage (other than by reason
of a requirement to make a pro rata payment to a minority shareholder of the relevant member
of the Prisa Group which is not a member of the Prisa Group) from the Prisa Group as a
direct result of making such payment and for these purposes the term “material” shall be
construed to mean that the amount of the relevant Tax, other cost





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or leakage exceeds 10 per
cent. of the relevant prepayment amount. The Borrower shall ensure that all members of the
Prisa Group will use their reasonable endeavours to overcome any restrictions and/or
minimise any costs of a prepayment (including, but not limited to, moving funds within the
Prisa Group so that any prepayment required under Clause 8.7 (Mandatory Prepayment:
Disposal and Insurance Proceeds) and Clause 8.10 (Excess Cashflow) is effectively made)
where the aggregate of the Taxes incurred on, and other costs or leakages resulting from,
the required movements of funds and such effective prepayment does not exceed the above 10
per cent. threshold). If at any time those restrictions are removed or the costs are
reduced so that the payment can be made without material cost any relevant proceeds will be
applied in prepayment of the Facilities as soon as is reasonably practicable in accordance
with the provisions of this Clause 8.




	8.14	 	Cancellation of the Facility
	 
	 	 	Where approval of the Offer is refused and such refusal is irrevocable or where the
Borrower, where so legally permitted, has withdrawn from making the Offer (notifying the
Agent of such facts in writing, with an indication of the laws that permit the Borrower not
to make the Offer) and, in both cases, provided that the Offer Guarantees were effective and
irrevocably cancelled and returned to the Offer Guarantee Banks, Facility A, and
consequently, the obligation of the Lenders in relation thereto, shall be wholly cancelled.






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SECTION IV

COSTS OF UTILISATIONS





	9.	 	INTEREST
	 
	9.1	 	Calculation of Ordinary Interest Rate
	 
	 	 	The Ordinary Interest Rate on each Loan for each Interest Period is the percentage rate
per annum which is the aggregate of the:






	 	9.1.1	 	the Margin;
	 
	 	9.1.2	 	EURIBOR for that Loan for that Interest Period; and
	 
	 	9.1.3	 	Mandatory Cost, if any.






	9.2	 	Calculation of Substitute Interest Rates






	 	9.2.1	 	Principal Substitute Interest Rate
	 
	 	 	 	In the event that the Ordinary Interest Rate on a Loan for a certain Interest
Period cannot be determined, the interest rate applicable on such Loan for the
Interest Period will be the percentage rate per annum (the “Principal Substitute
Interest Rate”) which is the aggregate of:






	 	(a)	 	the Margin;
	 
	 	(b)	 	Substitute EURIBOR for that Loan for that Interest Period; and
	 
	 	(c)	 	the Mandatory Cost, if any.
	 
	 	Any Interest Period during which the Principal Substitute Interest Rate is applied
will have a duration equivalent to the time period required for the calculation of
the Substitute EURIBOR.






	 	9.2.2	 	Secondary Substitute Interest Rate
	 
	 	 	 	If it is not possible to determine the Substitute EURIBOR on a Loan for a certain
Interest Period concerned, the interest rate applicable to such Loan for the
Interest Period concerned will be the percentage rate per annum (the “Secondary
Substitute Interest Rate” and together with the Principal Substitute Interest Rate,
the “Substitute Interest Rates”), which is the aggregate of:






	 	(a)	 	the arithmetic mean of the rates as supplied to the Agent at its
request quoted by the Reference Banks to leading banks in the European
interbank market as at 11.00 (Central European Time) on the second Business
Day immediately prior to the first day of such Interest Period for the
offering of deposits in Euro for a one (1) day period;
	 
	 	(b)	 	the Margin; and
	 
	 	(c)	 	the Mandatory Cost, if any.




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	 	 	 	The Secondary Substitute Interest Rate so determined shall apply on the same day it
is calculated, taking into account that, on those days which are non-Business Days,
the Secondary Substitute Interest Rate calculated for the immediately preceding
Business Day shall apply.
	 
	 	 	 	Any Interest Period during which a Secondary Substitute Interest Rate applies will
have a duration equivalent to the number of days during which such application has
taken place.






	 	9.2.3	 	Application of Substitute Interest Rates






	 	(a)	 	The Substitute Interest Rates shall apply so long as the
circumstances giving rise to its application continue and therefore, subject
to paragraph (b) below, the Ordinary Interest Rate will apply as soon as
market circumstances make it possible provided that prior written notice has
been given by the Agent to the Borrower and the Lenders.
	 
	 	(b)	 	In order to apply the Ordinary Interest Rate after the application of
any Substitute Interest Rate:






	 	(i)	 	in the event that the Principal Substitute Interest Rate has
been applied, two (2) Business Days prior to the end of the Interest
Period during which it has been applied, the Ordinary Interest Rate
shall be determined in accordance with Clause 9.1 (Calculation of
Ordinary Interest Rate) will begin; and
	 
	 	(ii)	 	in the event that the Secondary Substitute Interest Rate has
been applied, the new Interest Period shall start on the date falling
two (2) Business Days after the Agent gives the notice referred to in
paragraph (a) above.






	9.3	 	Payment of interest
	 
	 	 	The Borrower shall pay accrued interest on the Loan on each Interest Payment Date
applicable to such Loan.
	 
	9.4	 	Default interest






	 	9.4.1	 	If an Obligor fails to pay any amount payable by it under a Finance Document
on its due date, interest shall accrue on such Unpaid Sum from the due date up to the
date of actual payment (both before and after judgment) at a rate which, subject to
sub-clause 9.4.2, is two per cent higher than the rate which would have been payable if
such Unpaid Sum had, during the period of non-payment, constituted a Loan for
successive Interest Periods, each of a duration selected by the Agent (acting
reasonably). Any interest accruing under this Clause 9.4 shall be immediately payable
by the Obligor on demand by the Agent.
	 
	 	9.4.2	 	If any Unpaid Sum consists of all or part of a Loan which became due on a day
which was not the last day of an Interest Period relating to that Loan:




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	 	(a)	 	the first Interest Period for that Unpaid Sum shall have a duration
equal to the unexpired portion of the current Interest Period relating to that
Loan; and
	 
	 	(b)	 	the rate of interest applying to the Unpaid Sum during that first
Interest Period shall be two per cent. higher than the rate which would have
applied if the Unpaid Sum had not become due.






	 	9.4.3	 	Default interest (if unpaid) arising on an Unpaid Sum will be compounded with
the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but
will remain immediately due and payable.






	9.5	 	Notification of rates of interest






	 	9.5.1	 	The Agent shall promptly notify the Lenders and the Borrower of the
determination of a rate of interest under this Agreement and in any event:
	 
	 	9.5.2	 	the Ordinary Rate of Interest and the Principal Substitute Interest Rate
shall be notified by the Agent to the Borrower and the Lenders before 15h00 (Central
European Time) of the second Business Day prior to the date on which the corresponding
Interest Period is to be commenced; and
	 
	 	9.5.3	 	the Secondary Substitute Interest Rate shall be notified by the Agent to the
Borrower and the Lenders on the day of its determination.






	10.	 	INTEREST PERIODS
	 
	10.1	 	Selection of Interest Periods






	 	10.1.1	 	The Borrower may select an Interest Period for a Loan in the Utilisation
Request for that Loan or (if the Loan is a Term Loan and has already been borrowed) in
a Selection Notice.
	 
	 	10.1.2	 	Subject to this Clause 10, the Borrower may select an Interest Period of one
Month or three Months or any other period agreed between the Borrower and the Agent
(acting on the instructions of all the Lenders).
	 
	 	10.1.3	 	Each Selection Notice is irrevocable and must be delivered to the Agent by
the Borrower not later than 11:00 am (Central European Time) of the third Business Days
prior to the commencement of the Interest Period to which said Selection Notice is
referred to.
	 
	 	10.1.4	 	If the Borrower fails to deliver a Selection Notice to the Agent in
accordance with sub-clause 10.1.3, the relevant Interest Period will be one Month.
	 
	 	10.1.5	 	An Interest Period for a Loan shall not extend beyond the Termination Date.
	 
	 	10.1.6	 	Each Interest Period for a Term Loan shall start on the Utilisation Date or
(if a Loan has already been made) on the last day of its preceding Interest Period.
	 
	 	10.1.7	 	A Revolving Facility Loan has one Interest Period only.




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	10.2	 	Non-Business Days
	 
	 	 	If an Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period will instead end on the next Business Day in that calendar month (if there
is one) or the preceding Business Day (if there is not).
	 
	11.	 	CHANGES TO THE CALCULATION OF INTEREST
	 
	11.1	 	Market disruption






	 	11.1.1	 	If a Market Disruption Event occurs in relation to a Loan for any Interest
Period, then the rate of interest on the affected Lender’s or Lenders’ share of that
Loan for the Interest Period shall be the rate per annum which is the sum of:






	 	(a)	 	the Margin;
	 
	 	(b)	 	the rate notified to the Agent by each affected Lender as soon as
practicable and in any event before interest is due to be paid in respect of
that Interest Period, to be that which expresses as a percentage rate per
annum the cost to that Lender of funding its participation in that Loan from
whatever source it may reasonably select; and
	 
	 	(c)	 	the Mandatory Cost, if any, applicable to that Lender’s participation
in the Loan.






	 	11.1.2	 	In this Agreement “Market Disruption Event” means before close of business
in London on the second Business Days prior to the first day of the relevant Interest
Period, the Agent receiving notifications from a Lender or Lenders (whose
participations in a Loan exceed 50 per cent. of that Loan) that the cost to it of
obtaining matching deposits in the European interbank market would be in excess of
EURIBOR (or as applicable, Substitute EURIBOR or the percentage rate per annum referred
to in paragraph (a) of sub-clause 9.2.2) other than as a result of that Lender’s
creditworthiness.






	11.2	 	Alternative basis of interest or funding






	 	11.2.1	 	If a Market Disruption Event occurs and the Agent or the Borrower so
requires, the Agent and the Borrower shall enter into negotiations (for a period of not
more than thirty days) with a view to agreeing a substitute basis for determining the
rate of interest.
	 
	 	11.2.2	 	Any alternative basis agreed pursuant to sub-clause 11.2.1 shall, with the
prior consent of all the Lenders and the Borrower, be binding on all Parties.






	11.3	 	Break Costs






	 	11.3.1	 	The Borrower shall, within three Business Days of demand by a Finance Party,
pay to that Finance Party its Break Costs attributable to all or any part of a Loan or
Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest
Period for that Loan or Unpaid Sum.
	 
	 	11.3.2	 	Each Lender shall, as soon as reasonably practicable after a demand by the
Agent, provide a certificate confirming the amount of its Break Costs for any Interest
Period in which they accrue.




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	12.	 	FEES
	 
	12.1	 	Commitment fee






	 	12.1.1	 	The Borrower shall pay, or procure that there is paid, to the Agent (for the
account of each Lender) a fee in Euro computed at the rate of 35% of the Margin (at the
time of calculation) per annum on that Lender’s Available Commitment under Facility B
and the Revolving Facility for the period from (and including) 1 February 2008 and
ending on the last day of the Availability Period in respect of each of Facility B and
the Revolving Facility.
	 
	 	12.1.2	 	The accrued commitment fee is payable:






	 	(a)	 	on the last day of each successive period of one month which ends
during the relevant period for which the applicable fee accrues;
	 
	 	(b)	 	on the last day of the relevant Availability Period; and
	 
	 	(c)	 	on the cancelled amount of the relevant Lender’s Commitment at the
time the cancellation is effective.






	12.2	 	Arrangement fee
	 
	 	 	The Borrower shall pay, or procure there is paid, to the Arranger an arrangement fee in
the amount and at the times agreed in a Fee Letter.
	 
	12.3	 	Agency fee
	 
	 	 	The Borrower shall pay, or procure there is paid, to the Agent (for its own account) an
agency fee in the amount and at the times agreed in a Fee Letter.




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SECTION V

ADDITIONAL PAYMENT OBLIGATIONS





	13.	 	TAX GROSS UP AND INDEMNITIES
	 
	13.1	 	Definitions
	 
	 	 	In this Clause 13:
	 
	 	 	“Eligible Lender” means:






	 	(a)	 	a financial institution or fund:






	 	(i)	 	which is resident for tax purposes in a Suitable State;
	 
	 	(ii)	 	which does not operate through a territory which has the
status of tax haven under Spanish law (as provided by Royal Decree 1080/1991,
of 5 July); and
	 
	 	(iii)	 	which does not operate through a permanent establishment in
Spain or outside the European Union; or






	 	(b)	 	a National Lender.






	 	 	“National Lender” means (a) a credit institution or financial credit establishment as
referred to in sub-section (c) of Section 59 of Royal Decree 1777/2004, of 30 July,
promulgating the Corporation Tax Regulations (Reglamento del Impuesto sobre Sociedades); (b)
a permanent establishment in Spain of a financial institution not resident in Spanish
territory as referred to in the second paragraph of Section 8.1 of Royal Decree 1776/2004, of
30 July, promulgating the Regulations on Non-Resident Income Tax (Reglamento del Impuesto
sobre la Renta de No Residentes); or (c) a securitization fund of those referred to in
sub-section (k) of Section 59 of Royal Decree 1777/2004, of 30 July, promulgating the
Corporation Tax Regulations (Reglamento del Impuesto sobre Sociedades).
	 
	 	 	“Protected Party” means a Lender which is or will be, for or on account of Tax, subject to
any liability or required to make any payment in relation to a sum received or receivable
(or any sum deemed for the purposes of Tax to be received or receivable) under a Finance
Document.
	 
	 	 	“Suitable State” means (a) a European Union Member State other than Spain, or (b) a State
which has entered into and ratified a treaty with Spain for the avoidance of double taxation
currently in force which grants residents of such State full exemption from the imposition of
any withholding or deduction on account deriving from Spanish tax legislation on interest.
	 
	 	 	“Tax Credit” means a credit against, relief or remission for, or repayment of, any Tax.
	 
	 	 	“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment
under a Finance Document.




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	 	 	“Tax Payment” means either the increase in a payment made by the Borrower to a Protected
Party under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).
	 
	 	 	Unless a contrary indication appears, in this Clause 13 a reference to “determines” or
“determined” means a determination made in the absolute discretion of the person, acting in
good faith.






	13.2	 	Tax gross-up






	 	 	 	13.2.1






	 	(a)	 	The Borrower shall make all payments to be made by it without any Tax
Deduction, unless a Tax Deduction is required by law.
	 
	 	(b)	 	The Borrower shall promptly upon becoming aware that it must make a
Tax Deduction (or that there is any change in the rate or the basis of a Tax
Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the
Agent on becoming so aware in respect of a payment to that Lender. If the
Agent receives such notification from a Lender it shall notify the Borrower.
	 
	 	(c)	 	Subject to sub-clause 13.2.1(d) and 13.2.1(e) below, if a Tax
Deduction is required by law to be made by any Obligor the amount of the
payment due from that Obligor shall be increased to an amount which (after
making any Tax Deduction) leaves an amount equal to the payment which would
have been due if no Tax Deduction had been required (excluding the Spanish
Corporate Income Tax, the Non-Resident Income Tax levied on permanent
establishments in Spain of non-resident entities or the tax that may replace
them in the future, without prejudice to the Tax Deductions under this tax law
in accordance with this Clause 13).
	 
	 	(d)	 	No Obligor is required to make an increased payment to any Protected
Party under sub-clause 13.2.1(a) or (c) above for a Tax Deduction in respect
of Tax imposed from a payment under this Agreement on a Loan, if on the date
on which the payment falls due the payment could have been made to the
relevant Protected Party without a Tax Deduction if it was an Eligible Lender
with respect to that payment, but on that date that Protected Party is not or
has ceased to be an Eligible Lender with respect to that payment other than as
a result of any change after the date it became a Lender under this Agreement
in (or in the interpretation, administration, or application of) any law or
treaty or any published practice or concession of any relevant taxing
authority.
	 
	 	(e)	 	No Obligor that is a Spanish company shall be required to make an
increased payment under sub-clause 13.2.1(a) or (c) above to any Protected
Party which is an Eligible Lender, other than a National Lender, who has not
provided the Borrower with a certificate of residence issued by the competent
tax authorities demonstrating the tax residence of the Eligible Lender in a
Suitable State, (a) before the first date of the payment of interest hereunder
to such Eligible Lender and (b) provided that those





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	 	 	 	certificates are only valid for one (1) year term, before the date on which
such certificate expires; it is the understanding that the delivery of the
certificate of residence to the Borrower shall not be required if as a result
of a subsequent change in the Spanish law delivery of such certificates is
not required to make payments under this Agreement with no withholdings or if
withholdings are still applicable such withholdings are of a reduced rate;
	 
	 	(f)	 	A Lender must co-operate with an Obligor by using its reasonable
endeavours to complete any procedural formalities which are necessary for that
Obligor to make a payment without a Tax Deduction, to minimise the amount of
the Tax Deduction or for the recovery by that Obligor of a Tax Deduction.
	 
	 	(g)	 	If an Obligor is required to make a Tax Deduction, that Obligor shall
make that Tax Deduction and any payment required in connection with that Tax
Deduction within the time allowed and in the minimum amount required by law.
	 
	 	(h)	 	Within thirty days of making either a Tax Deduction or any payment
required in connection with that Tax Deduction, the Obligor making that Tax
Deduction shall deliver to the Agent for the Protected Party entitled to the
payment the original payment receipt (or a certified copy) issued by the
competent Taxing authority to evidence any appropriate payment made to the
relevant Taxing authority.






	13.3	 	Tax indemnity






	 	13.3.1	 	The Borrower shall (within five Business Days of demand by the Agent) pay to
a Protected Party an amount equal to the loss, liability or cost which that Protected
Party determines (acting reasonably) will be or has been (directly or indirectly)
suffered for or on account of Tax by that Protected Party in respect of a payment under
Finance Document.
	 
	 	13.3.2	 	Sub-clause 13.3.1 above shall not apply:






	 	(a)	 	with respect to any Tax assessed on a Finance Party:






	 	(i)	 	under the law of the jurisdiction in which that Finance Party is
incorporated and/or established or, if different, the jurisdiction (or
jurisdictions) in which that Finance Party is treated as resident for
tax purposes or operating through a permanent establishment; or
	 
	 	(ii)	 	under the law of the jurisdiction in which that Finance Party’s
Facility Office is located in respect of amounts received or receivable
in that jurisdiction,






	 	 	 	if that Tax is (x) an income or franchise Tax imposed on (or measured by) the
net income or net profits of the Finance Party, (y) any branch profits tax
imposed by the United States of America or any similar tax imposed by another
jurisdiction in which the Finance Party is located or (z)





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	 	 	 	imposed as a result of the Finance Party’s gross negligence or wilful
misconduct.






	 	(b)	 	to the extent a loss, liability or cost:






	 	(i)	 	is compensated for by an increased payment under Clause 13.2
(Tax gross-up); or
	 
	 	(ii)	 	would have been compensated for by an increased payment under
Clause 13.2 (Tax gross-up) but was not so compensated solely because one
of the exclusions in sub-clauses 13.2.1(d) or 13.2.1(e) of Clause 13.2
applied; or






	 	(c)	 	under the same conditions as set out in sub-clause 13.2.1(d) or
13.2.1(e) above.






	 	13.3.3	 	A Protected Party making, or intending to make a claim pursuant to
sub-clause 13.3.1 above shall promptly notify the Agent of the event which will give,
or has given, rise to the claim, following which the Agent shall notify the Borrower.
Any indemnification pursuant to Clause 13.3 shall be made within five Business Days
from the date of the Agent’s written demand to the Borrower, including with such demand
(x) an identification of the Taxes (together with the amount thereof) with respect to
which such demand for indemnification is made and (y) the original or certified copy of
a receipt evidencing payment by such Finance Party of the Taxes for which such Finance
Party is claiming indemnification or of any written assessment from the relevant
governmental authority demanding payment for such Taxes.
	 
	 	13.3.4	 	A Protected Party shall, on receiving a payment from an Obligor under this
Clause 13.3, notify the Agent.






	13.4	 	Tax Credit
	 
	 	 	If an Obligor makes a Tax Payment and the relevant Finance Party determines that:






	 	13.4.1	 	a Tax Credit is attributable to that Tax Payment; and
	 
	 	13.4.2	 	that Finance Party has obtained, utilised and retained that Tax Credit,






	 	 	the Finance Party shall pay an amount to the Obligor which that Finance Party determines
will leave it (after that payment) in the same after-Tax position as it would have been in
had the Tax Payment not been made by the Obligor.
	 
	13.5	 	Stamp Taxes
	 
	 	 	The Borrower shall pay and, within five Business Days of demand by the Agent, indemnify
each Finance Party against any cost, loss or liability that Finance Party incurs in relation
to all stamp duty, registration and other similar Taxes or fees payable in respect of any
Finance Document other than in relation to a Transfer Certificate and any Finance Document
to be executed in connection with a transfer or assignment by a Finance Party.




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	13.6	 	Value Added Tax






	 	13.6.1	 	All consideration expressed to be payable under a Finance Document by any
Party to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is
chargeable on any supply made by any Finance Party to any Party in connection with a
Finance Document, that Party shall pay to the Finance Party (in addition to and at the
same time as paying the consideration) an amount equal to the amount of the VAT on
production of a valid VAT invoice.
	 
	 	13.6.2	 	Where a Finance Document requires any Party to reimburse a Finance Party for
any costs or expenses, that Party shall also at the same time pay and indemnify that
Finance Party against all VAT incurred by the Finance Party in respect of the costs or
expenses to the extent that the Finance Party reasonably determines that it is not
entitled to credit or repayment of the VAT.






	13.7	 	Option of the Borrower
	 
	 	 	If the Borrower becomes obliged to make any payment to a Lender under this Clause 13,
the Borrower may, not later than 180 days after the Agent makes the relevant claim pursuant
to this Clause 13, prepay the whole Commitments of that Lender, together with accrued
interest and fees and all other amounts owing to that Lender under the Finance Documents,
whereupon that Lender’s Commitment shall be reduced to zero and cancelled in full.
	 
	14.	 	INCREASED COSTS
	 
	14.1	 	Increased costs






	 	14.1.1	 	Subject to Clause 14.4 (Exceptions) the Borrower shall, within five Business
Days of a receipt from the Agent of the certificate referred to in Clause 14.2
(Increased cost claims), pay for the account of a Finance Party the amount of any
Increased Costs incurred by that Finance Party as a result of (i) the introduction of
or any change in (or in the interpretation, administration or application of) any law
or regulation or (ii) compliance with any law or regulation made after the date of this
Agreement.
	 
	 	14.1.2	 	In this Agreement “Increased Costs” means:






	 	(a)	 	a reduction in the rate of return from a Facility or on a Finance
Party’s overall capital;
	 
	 	(b)	 	an additional or increased cost; or
	 
	 	(c)	 	a reduction of any amount due and payable under any Finance Document,






	 	 	 	which is incurred or suffered by a Finance Party to the extent that it is
attributable to that Finance Party having entered into its Commitments or funding
or performing its obligations under any Finance Document.






	14.2	 	Increased cost claims






	 	14.2.1	 	A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased
costs) shall give notice to the Agent of the event giving rise to the claim which





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	 	 	 	notice shall be accompanied by the certificate referred to in Clause 14.2 below,
following which the Agent shall promptly notify the Borrower.
	 
	 	14.2.2	 	Each Finance Party shall provide a certificate confirming the amount of its
Increased Costs which certificate, except for any manifest error, will be conclusive.






	14.3	 	Requirement to notify






	 	14.3.1	 	If a Finance Party does not notify the Agent of its intention to claim
pursuant to this Clause 14 within ninety days after the date on which that Finance
Party becomes aware of the relevant increased cost, reduction, payment or foregone
interest or other return, that Finance Party shall not be entitled to claim
indemnification for such increased costs, reduction, payment or foregone interest or
other return in respect of any period more than ninety days before the date on which
that Finance Party does notify the Agent of its intention to make such a claim.
	 
	 	14.3.2	 	No Finance Party shall be entitled to make any claim pursuant to this Clause
14 on any date falling later than nine months after the discharge of the obligations
(both actual and contingent) of the Obligors under this Agreement and the cancellation
of the Commitments in full.






	14.4	 	Exceptions






	 	14.4.1	 	Clause 14.1 (Increased costs) does not apply to the extent any Increased
Cost is:






	 	(a)	 	attributable to a Tax Deduction required by law to be made by an
Obligor;
	 
	 	(b)	 	compensated for by Clause 13.3 (Tax indemnity) (or would have been
compensated for under Clause 13.3 (Tax indemnity) but was not so compensated
solely because any of the exclusions in paragraph (b) of Clause 13.3 (Tax
indemnity) applied);
	 
	 	(c)	 	compensated for by the payment of the Mandatory Cost; or
	 
	 	(d)	 	attributable to the wilful breach by the relevant Finance Party or of
any law or regulation.






	 	14.4.2	 	In this Clause 14.4 reference to a “Tax Deduction” has the same meaning
given to the term in Clause 13.1 (Definitions).






	14.5	 	Option of the Borrower
	 
	 	 	If the Borrower becomes obliged to make any payment under this Clause 14, the Borrower
may, not later than 180 days after the Lender makes an increased cost claim pursuant to
Clause 14.2 (Increased cost claims), prepay the whole Commitment of that Lender (together
with accrued interest and fees and other such prepayment that Lender’s Commitment shall be
cancelled in full.




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	15.	 	OTHER INDEMNITIES
	 
	15.1	 	Currency indemnity






	 	15.1.1	 	If any sum due from an Obligor under the Finance Documents (a “Sum”), or any
order, judgment or award given or made in relation to a Sum, has to be converted from
the currency (the “First Currency”) in which that Sum is payable into another currency
(the “Second Currency”) for the purpose of:






	 	(a)	 	making or filing a claim or proof against that Obligor; or
	 
	 	(b)	 	obtaining or enforcing an order, judgment or award in relation to any
litigation or arbitration proceedings,






	 	 	 	that Obligor shall as an independent obligation, within three Business Days of
demand, indemnify each Finance Party to whom that Sum is due against any cost, loss
or liability arising out of or as a direct result of the conversion including any
discrepancy between (A) the rate of exchange used to convert that Sum from the
First Currency into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.
	 
	 	15.1.2	 	Notwithstanding any provisions in sub-clause 15.1.1 above, any Sum shall be
payable by each Obligor exclusively in Euros. Each Obligor waives any right it may have
in any jurisdiction to pay any amount under the Finance Documents in a currency or
currency unit other than that in which it is expressed to be payable.






	15.2	 	Other indemnities






	 	15.2.1	 	The Borrower shall (or shall procure that an Obligor shall), within three
Business Days of demand, indemnify each Finance Party against any cost, loss, expense
or liability (excluding loss of profit and any other indirect or consequential damage)
incurred by that Finance Party as a result of:






	 	(a)	 	the occurrence of any Event of Default;
	 
	 	(b)	 	a failure by an Obligor to pay any amount due under a Finance
Document on its due date, including without limitation, any cost, loss or
liability arising as a result of Clause 27 (Sharing among the Finance
Parties);
	 
	 	(c)	 	funding, or making arrangements to fund, its participation in a Loan
requested by the Borrower in a Utilisation Request but not made by reason of
the operation of any one or more of the provisions of this Agreement (other
than by reason of default or negligence by that Finance Party alone);
	 
	 	(d)	 	a Loan (or part of a Loan) not being prepaid in accordance with a
notice of prepayment given by the Borrower.






	 	15.2.2	 	The Borrower shall (or shall procure that an Obligor shall), promptly (and,
in any event, within three Business Days) indemnify each Finance Party and in each case
each of their Affiliates and each of their respective officers, directors and employees
(each, an “Indemnified Party”) from and against any and all





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	 	 	 	costs, losses or liabilities (excluding loss of profit and any other indirect or
consequential damage), in each case arising out of or in connection with the
Acquisition or the funding of the Acquisition (including, but not limited to those
incurred in connection with any litigation, arbitration or administrative
proceedings or regulatory enquiry concerning the Acquisition) except to the extent
that such cost, loss or liability is caused by such Indemnified Party’s gross
negligence or wilful misconduct.






	15.3	 	Indemnity to the Agent
	 
	 	 	The Borrower shall (or shall procure that an Obligor shall) promptly (and, in any
event, within five Business Days) indemnify the Agent against any cost, loss or liability
(excluding loss of profits and any other indirect or consequential damage) incurred by the
Agent (acting reasonably) as a result of:






	 	15.3.1	 	investigating any event which it reasonably believes is a Default; or
	 
	 	15.3.2	 	acting or relying on any notice, request or instruction of any Obligor which
it reasonably believes to be genuine, correct and appropriately authorised.






	15.4	 	Offer Guarantee Banks Counter-Indemnity






	 	15.4.1	 	The Borrower shall immediately on demand indemnify each Offer Guarantee Bank
against any cost, loss or liability (excluding loss of profit and any other indirect or
consequential damage) incurred by each Offer Guarantee Bank (otherwise than by reason
of such Offer Guarantee Bank’s gross negligence or wilful misconduct) in acting as the
Offer Guarantee Bank under an Offer Guarantee.
	 
	 	15.4.2	 	Each Lender shall (according to its Guarantee Proportion) immediately on
demand indemnify each Offer Guarantee Bank against any cost, loss or liability incurred
by such Offer Guarantee Bank (otherwise than by reason of such Offer Guarantee Bank’s
gross negligence or wilful misconduct) in acting as the Offer Guarantee Bank under an
Offer Guarantee (save to the extent that such Offer Guarantee Bank has been reimbursed
by an Obligor pursuant to a Finance Document) provided that:






	 	(i)	 	any actual or deemed Utilisation of the Facilities pursuant to
Clause 5.7 (Utilisations in respect of Offer Guarantee demands) in
relation to the Commitments of each Offer Guarantee Bank or its
relevant Affiliate shall be applied first in satisfaction of their
respective obligations under each Offer Guarantee; and
	 
	 	(ii)	 	all other payments made by the Lenders in order to satisfy
their respective obligations under this Clause 15.4 shall be divided
between the Offer Guarantee Banks in proportion to the percentage
amounts of their respective Offer Guarantees set out in clause 2 (The
Guarantee) of the Counter Guarantee Agreement,






	 	 	 	and if, following such payments being made, an Offer Guarantee Bank’s portion of
the costs, losses or liabilities referred to above which has not been





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	 	 	 	reimbursed or indemnified (the “unreimbursed loss”) is (other than as a result of
its gross negligence or wilful misconduct) greater than its proportion of the
percentage amounts of the Offer Guarantees set out in clause 2 (The Guarantee) of
the Counter Guarantee Agreement the Offer Guarantee Banks will (without prejudice
to the continuing obligations of the other Lenders and Obligors) make payments
amongst themselves in order to ensure that each Offer Guarantee Bank bears a
proportionate amount of any unreimbursed loss.






	 	15.4.3	 	If any Lender is not permitted (by its constitutional documents or any
applicable law) to comply with sub-clause 15.4.2, then that Lender will not be obliged
to comply with sub-clause 15.4.2 and shall instead be deemed to have taken, on the date
an Offer Guarantee is issued (or if later, on the date the Lender’s participation in
the Offer Guarantee is transferred or assigned to such Lender in accordance with the
terms of this Agreement), an undivided interest and participation in such Offer
Guarantee in an amount equal to its Guarantee Proportion of that Offer Guarantee. On
receipt of demand from the Agent, that Lender shall pay to the Agent (for the account
of the relevant Offer Guarantee Bank) an amount equal to its Guarantee Proportion of
the amount demanded.
	 
	 	15.4.4	 	The Borrower shall immediately on demand reimburse any Lender for any
payment it makes to an Offer Guarantee Bank under this Clause 15.4 in respect of that
Offer Guarantee.
	 
	 	15.4.5	 	The obligations of each Lender under this Clause are continuing obligations
and will extend to the ultimate balance of amounts payable by that Lender in respect of
any Offer Guarantee regardless of any intermediate payment or discharge in whole or in
part.
	 
	 	15.4.6	 	Notwithstanding anything to the contrary herein, the obligations of the
Lenders under this Clause 15.4 shall be satisfied by the actual or deemed utilisation
of the Facility A Loans pursuant to Clause 5.7 (Utilisations in respect of Offer
Guarantee demands).






	15.5	 	Rights of contribution
	 
	 	 	No Obligor will be entitled to any right of contribution or indemnity from any Finance
Party in respect of any payment it may make under this Clause 15.
	 
	15.6	 	Settlement Conditional
	 
	 	 	Any settlement or discharge between a Lender and an Offer Guarantee Bank shall be
conditional upon no security or payment to an Offer Guarantee Bank by a Lender or any other
person on behalf of a Lender being avoided or reduced by virtue of any laws relating to
bankruptcy, insolvency, liquidation or similar laws of general application and, if any such
security or payment is so avoided or reduced, an Offer Guarantee Bank shall be entitled to
recover the value or amount of such security or payment from such Lender subsequently as if
such settlement or discharge had not occurred.
	 
	15.7	 	Exercise of Rights
	 
	 	 	An Offer Guarantee Bank shall not be obliged before exercising any of the rights,
powers or remedies conferred upon it in respect of any Lender by this Agreement or by law:




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	 	15.7.1	 	to take any action or obtain judgment in any court against any Obligor;
	 
	 	15.7.2	 	to make or file any claim or proof in a winding-up or dissolution of any
Obligor; or
	 
	 	15.7.3	 	to enforce or seek to enforce any other security taken in respect of any of
the obligations of any Obligor under this Agreement.






	16.	 	MITIGATION BY THE LENDERS
	 
	16.1	 	Mitigation






	 	16.1.1	 	Each Finance Party shall, in consultation with the Borrower, take all
reasonable steps to mitigate any circumstances which arise and which would result in
any amount becoming payable under or pursuant to, or cancelled pursuant to, any of
Clause 8.1 (Illegality in respect of a Lender), Clause 13 (Tax Gross-up and
Indemnities) or Clause 14 (Increased Costs) or paragraph 3 of Schedule 3 (Mandatory
Cost Formulae) including (but not limited to) transferring its rights and obligations
under the Finance Documents to another Affiliate or Facility Office or to another third
party pursuant to Clause 23 (Changes to the Lenders).
	 
	 	16.1.2	 	Sub-clause 16.1.1 does not in any way limit the obligations of any Obligor
under the Finance Documents.






	16.2	 	Limitation of liability






	 	16.2.1	 	The Borrower will indemnify each Finance Party for all costs and expenses
reasonably incurred by that Finance Party as a result of steps taken by it under Clause
16.1 (Mitigation).
	 
	 	16.2.2	 	A Finance Party is not obliged to take any steps under Clause 16.1
(Mitigation) if, in the opinion of that Finance Party, to do so might be prejudicial to
it.






	17.	 	COSTS AND EXPENSES
	 
	17.1	 	Transaction expenses
	 
	 	 	The Borrower shall promptly (and in any event not later than ten Business Days after
any demand in this respect) pay (or shall procure that an Obligor will pay) the Agent and
the Arranger the amount of all reasonable and properly documented costs and expenses
previously approved by the Borrower (including legal fees and any value added tax thereon)
and all reasonable and properly documented out-of-pocket expenses incurred by any of them at
any time in connection with the negotiation, preparation, printing, execution, syndication
and perfection of:






	 	17.1.1	 	this Agreement and any other documents referred to in this Agreement; and
	 
	 	17.1.2	 	any other Finance Documents executed after the date of this Agreement.






	17.2	 	Amendment costs
	 
	 	 	If (a) an Obligor requests an amendment, waiver or consent, the Borrower shall, within
three Business Days of demand, reimburse (or procure reimbursement of) the Agent for the
amount of all reasonable and properly documented costs and expenses previously





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	 	 	approved by the Borrower (including legal fees) incurred by the Agent in responding to,
evaluating, negotiating or complying with that request or requirement.
	 
	17.3	 	Enforcement and preservation costs
	 
	 	 	The Borrower shall, within three Business Days of demand, pay (or procure payment) to
each Finance Party the amount of all costs and expenses (including legal fees) incurred by
that Finance Party in connection with the enforcement of or the preservation of any rights,
powers and remedies under any Finance Document.
	 
	17.4	 	Evidence
	 
	 	 	Any certificate provided by the relevant Finance Party in respect of the costs referred
to in this Clause 17 shall be (save for any manifest error) conclusive.




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SECTION VI




REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT





	18.	 	REPRESENTATIONS
	 
	 	 	The Borrower and (save where otherwise stated), each other Obligor makes the following
representations and warranties to each Finance Party at the times specified in Clause 18.18
(Times on which representations are made):
	 
	18.1	 	Status






	 	18.1.1	 	It and each Senior Obligor is a corporation, duly incorporated and validly
existing under the law of its jurisdiction of incorporation.
	 
	 	18.1.2	 	It has the power to own its assets and carry on its business as it is being
conducted.






	18.2	 	Power and authority






	 	18.2.1	 	It has (or, as the case may be, will have prior to the execution thereof)
the power to enter into and has taken (or, as the case may be, will take prior to
execution thereof) all necessary action to authorise its entry into the Finance
Documents to which it is or will be a party and the transactions contemplated by those
Finance Documents.
	 
	 	18.2.2	 	No limit on its powers will be exceeded as a result of the borrowing or
giving of guarantees or indemnities contemplated by the Finance Documents to which it
is or will be a party
	 
	 	18.2.3	 	It has (or, as the case may be, will have prior to the execution thereof)
the power to perform and deliver and has taken (or, as the case may be, will take prior
to execution thereof) all necessary action to authorise its performance and delivery of
the Finance Documents to which it is or will be a party and the transactions
contemplated by those Finance Documents.






	18.3	 	Insolvency
	 
	 	 	Other than in connection with any solvent reorganisation undertaken with the consent of
the Agent (acting on the instructions of the Majority Lenders), no:






	 	18.3.1	 	corporate action, legal proceeding or other procedure or step described in
paragraph (a) of Clause 22.7 (Insolvency); or
	 
	 	18.3.2	 	creditors process described in Clause 22.8
(Creditors’ process),
has been taken or, to its the knowledge, threatened in relation to itself or the Senior
Obligors.






	18.4	 	Binding obligations
	 
	 	 	The obligations expressed to be assumed by it in each Finance Document to which it is a
party at the date on which this representation is made or deemed made are legal, valid,
binding and enforceable obligations.




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	18.5	 	Non-conflict with other obligations
	 
	 	 	The entry into and performance by it of, and the transactions contemplated by, the
Finance Documents to which it is a party on the date on which this representation is made or
deemed made do not:






	 	18.5.1	 	conflict with any law, regulation, directive, judgment or order applicable
to which it is subject;
	 
	 	18.5.2	 	contravene its constitutional documents; or
	 
	 	18.5.3	 	breach in any material respect any material agreement or instrument binding
upon it or any of its assets (save for the Existing Senior Facilities Agreement and the
Existing Subordinated Facility Agreement).






	 	18.6	 	No withholding tax
	 
	 	 	 	Under Spanish Tax law in force as at the date hereof, no deduction or withholding for
or on account of Tax from payment under a Finance Document is required.
	 
	 	18.7	 	No filing or stamp taxes
	 
	 	 	 	Under the laws of its jurisdiction of incorporation in force as at the date hereof it
is not necessary that the Finance Documents be filed, recorded or enrolled with any court or
other authority in each such jurisdiction or that any stamp, registration, notarial or
similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions
contemplated by the Finance Documents except any filing, recording or enrolling or any tax
or fee payable in relation to the raising of this Agreement or any other Finance Document to
the status of a Spanish Public Document and which will be made or paid promptly after the
date the relevant Finance Document is entered into, and the applicable financial transaction
number (número de operación financiera) stamped by the Bank of Spain.
	 
	 	18.8	 	Financial statements






	 	18.8.1	 	The Audited Individual Annual Financial Statements of the Borrower for the
financial year ending on 31 December 2006 were prepared in accordance with the
Accounting Principles consistently applied and give a true and fair view of its
financial condition and operations during the relevant financial year.
	 
	 	18.8.2	 	The Audited Consolidated Annual Financial Statements of the Borrower for the
financial year ending on 31 December 2006 give, in accordance with IAS standards, a
true and fair view of its financial condition and operations during the relevant
financial year.
	 
	 	18.8.3	 	The unaudited consolidated accounts of the Borrower for the period from 1
January 2007 to 30 September 2007 (both inclusive) fairly represent, in accordance with
IAS standards, its financial condition and operations during the relevant period.






	18.9	 	Material Adverse Change
	 
	 	 	Since the date of the latest Audited Consolidated Annual Financial Statements delivered
to the Agent prior to the date hereof, there has been no development or event which has had,
or could reasonably be expected to have, a Material Adverse Effect.




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	18.10	 	Compliance






	 	18.10.1	 	It and each Senior Obligor has performed and observed in all material
respects any law or regulation applicable to it.
	 
	 	18.10.2	 	Save for those notified in writing to the Agent prior to the date hereof,
no claims are being or are reasonably expected to be asserted against it or against any
Senior Obligor with respect to Taxes.






	18.11	 	Licences






	 	18.11.1	 	Save as described in sub-clause 21.6.2, all material licences required to
enable it and each Senior Obligor to carry on its business as presently conducted have
been obtained or effected and are in full force and effect and no breach has occurred
in respect of the terms and conditions thereof which is reasonably expected to cause a
material prejudice to the Borrower or any Obligor which may result in the inability of
the Obligors to perform their obligations under the Finance Documents.
	 
	 	18.11.2	 	No notice has been received by it or any Senior Obligor in respect of any
amendment of the terms of the licences each of them holds as at the date hereof which
amendment has or could reasonably be expected to have a Material Adverse Effect.
	 
	 	18.11.3	 	No notice has been received from the competent authorities indicating the
absence of material licences or requesting the application for and obtaining of any
licence required to enable it or any Senior Obligor to carry on their business as
presently conducted.
	 
	 	18.11.4	 	As at the date hereof, there are no grounds for believing that any material
licence required to enable it and each Senior Obligor to carry on their business as
presently conducted may be revoked, annulled or cancelled.






	18.12	 	No proceedings pending or threatened
	 
	 	 	Save as notified in writing to the Agent prior to the date hereof, no litigation,
arbitration or administrative proceedings or investigations of or before any court, arbitral
body or agency has been commenced or (to the best of its knowledge and believe) is
threatened against it or any Senior Obligor (in respect of the business currently conducted
by them or their current assets) which is reasonably likely to be adversely determined and,
if so adversely determined, would have a Material Adverse Effect.
	 
	18.13	 	No default
No Event of Default has occurred and is continuing.
18.14 Pari passu ranking
	 
	 	 	Its payment obligations under the Finance Documents rank at least pari passu with the
claims of all its other unsecured and unsubordinated creditors, except for obligations
(i) mandatorily preferred by operation of law applying to companies generally or (ii)
guaranteed and/or secured by Permitted Guarantees and/or Permitted Security.




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	18.15	 	Insurances






	 	18.15.1	 	It and each Senior Obligor has entered into or given effect to insurance
policies with a substantial and reputable insurance office against any risks against
which any prudent company carrying on the same or substantially the same business would
in similar circumstances insure.
	 
	 	18.15.2	 	It and each Senior Obligor has punctually paid all premiums, calls or other
amounts payable in respect of the insurances referred to in sub-clause 18.15.1.






	18.16	 	No misleading information






	 	18.16.1	 	To the best of its knowledge and belief, having made due and careful
enquiry, any information provided by the Borrower contained in the Information Package
was true and accurate in all material respects as at the date of the Information
Package.
	 
	 	18.16.2	 	Any financial projections or forecasts contained in the Information Package
were prepared on the basis of then recent historical information and on the basis of
assumptions considered at the time to be fair and reasonable (in each case as at the
date of the relevant report or document containing the projection or forecast) and
arrived at after careful consideration (it being acknowledged by the Finance Parties
that such projections and forecast are subject to uncertainties and contingencies many
of which are beyond the Borrower’s control, and that they may differ from actual
results).
	 
	 	18.16.3	 	All material expressions of opinion or intention provided by or on behalf
of a member of the Prisa Group for the purposes of the Information Package were arrived
at after careful consideration and were considered at the time to be fair and based on
reasonable grounds.
	 
	 	18.16.4	 	No event or circumstance has occurred or arisen and no information has been
omitted from the Information Package and no information has been given or withheld that
results in any material factual information contained in the Information Package being
untrue or misleading in any material respect.
	 
	 	18.16.5	 	So far as it is aware, having made due and careful enquiry, any information
delivered to the Finance Parties prior to the date hereof (including by its advisers)
was true, complete and accurate in all material respects as at the date it was provided
and is not misleading in any material respect.
	 
	 	18.16.6	 	Any information provided by the Borrower for the purposes of the
preparation of the Initial Financial Model was true and accurate in all material
respects as at the date the Initial Financial Model was agreed and no event or
circumstance has occurred or arisen, and no information has been omitted or withheld,
since that date that results in any information contained in the Initial Financial
Memorandum being untrue in any material respects as at the date hereof.
	 
	 	18.16.7	 	The representations in this Clause 18.16 are made by the Borrower only.




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	18.17	 	Controlling Shareholder
	 
	 	 	As at the date hereof, the Controlling Shareholder is the direct or indirect holder of
63.915% of the share capital of the Borrower.
	 
	18.18	 	Distribution of dividends
	 
	 	 	As at the Extension Effective Date, the only contractual obligations on the part of the
Obligors to declare and/or pay dividends are those set out in Schedule 12 (Permitted
Dividends).
	 
	18.19	 	Times at which representations are made






	 	18.19.1	 	All the representations and warranties in this Clause 18 are made by each
Obligor in respect of itself and its Subsidiaries which are Material Prisa Subsidiaries
and, prior to the refinancing in full of the Senior Facilities, are made by the
Borrower also in respect of the Senior Obligors.
	 
	 	18.19.2	 	The Repeating Representations are deemed to be made by each Obligor to each
Finance Party on each Utilisation Date and on each Interest Payment Date by reference
to the facts and circumstances existing at the date on which the representation or
warranty is deemed to be made.
	 
	 	18.19.3	 	The representations set out in Clause 18.16 (No misleading information)
relating to the Information Package are deemed to be made on the date on which the
Information Package is approved by the Borrower and on the Syndication Date.






	19.	 	INFORMATION UNDERTAKINGS
	 
	 	 	The undertakings in this Clause 19 remain in force from the date of this Agreement for
so long as any amount is outstanding under the Finance Documents or any Commitment is in
force.
	 
	19.1	 	Financial Information






	 	19.1.1	 	Financial Statements






	 	(a)	 	The Borrower shall supply to the Agent in sufficient copies for all
the Lenders as soon as they are available but in any event (i) within 120 days
after the end of each Financial Year or (ii) if earlier, on the date on which
the annual general shareholders’ meeting of the Borrower for the immediately
following Financial Year is called and such financial information is made
public, the Audited Consolidated Annual Financial Statements and the Audited
Individual Annual Financial Statements for that Financial Year.
	 
	 	(b)	 	The Borrower shall supply to the Agent in sufficient copies for all
the Lenders as soon as they are available but in any event (i) within 45 days
after the end of each Financial Quarter ending on 31 March or 30 September or
(ii) within 60 days after the end of each Financial Quarter ending on 30 June
or 31 December, its Management Accounts for the relevant Financial Quarter.
For the avoidance of doubt, the Management Accounts shall not include
information which is different to that which is




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	 	 	 	submitted by the Borrower to the CNMV for the relevant Financial Quarter.
	 
	 	(c)	 	The Borrower shall:






	 	(i)	 	as soon as reasonably practicable and in any event within 5
Business Days of the Ninth Amendment Date, supply to the Agent (in
sufficient copies for all the Lenders) the Base Case Business Plan;
	 
	 	(ii)	 	on a regular (and, in any event, quarterly) basis, supply to
the Agent (to the maximum permitted by law) updated information on the
progress of the Strategic Repositioning Plan, related financial
projections and such other additional information as the Agent (acting
on the instructions of the Lenders) may reasonably request (including,
but not limited to, quarterly management results in form and substance
satisfactory to the Coordinating Banks);
	 
	 	(iii)	 	as soon as reasonably practicable and in any event prior to 30
May 2009, execute an engagement letter with the Lenders on the one hand
and HSBC Bank plc and any other bank agreed among the Lenders and the
Borrower as designated Coordinating Banks on the other hand, to confirm
their appointment as the Coordinating Banks; and
	 
	 	(iv)	 	on commercially reasonable terms to be agreed between the
Borrower and the Lenders, agree to the appointment by the Lenders of an
external advisor to assist the Lenders with their due diligence of the
Strategic Repositioning Plan and the Borrower shall provide any such
external advisor with access to any additional information, and make
available its key personnel and the Prisa Group’s other advisors for
meetings and/or presentations, as may be reasonably requested in
connection with such due diligence.






	 	19.1.2	 	Miscellaneous






	 	(a)	 	The Borrower shall promptly upon request supply to the Agent such
financial documentation, information or evidence as is reasonably requested by
the Agent (for itself or on behalf of any Lender).
	 
	 	(b)	 	Each set of Audited Consolidated Annual Financial Statements shall be
duly signed by the Chief Financial Officer of the Borrower and certified by
the Auditor in accordance with sub-clause 19.2.2.
	 
	 	(c)	 	Each set of Management Accounts shall be duly signed by the Chief
Financial Officer of the Borrower.






	19.2	 	Compliance Certificate






	 	19.2.1	 	The Borrower shall supply to the Agent simultaneously with the relevant
Consolidated Financial Statements provided pursuant to sub-clause 19.1.1 and, in any
event, (i) within 45 days of the Relevant Period ending on 31 March or




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	 	 	 	30 September or (ii) within 60 days after the end of the Relevant Period ending on
30 June or (iii) within 120 days of the Relevant Period ending 31 December (as
applicable), a Compliance Certificate setting out (in reasonable detail)
computations as to compliance with Clause 20 (Financial Covenants) as at the date
at which those financial statements were drawn up.
	 
	 	19.2.2	 	Each Compliance Certificate shall be duly signed by the Chief Financial
Officer of the Borrower and, if issued with respect to the Relevant Period ending 31
December, shall be certified by the Auditor on the terms substantially the same as
those set out in Annex 5 of the Existing Senior Facilities Agreement.
	 
	 	19.2.3	 	In no event shall the Borrower send a Compliance Certificate to the Agent
before communicating the financial information to the market in accordance with
applicable legislation.






	19.3	 	Information: general






	 	19.3.1	 	The Borrower shall notify the Agent of (i) any Default (and the steps, if
any, being taken to remedy it) and (ii) the occurrence of any of the mandatory
prepayment events described in Clause 8.6 (Exit), Clause 8.7 (Mandatory Prepayment;
Disposal and Insurance Proceeds) and Clause 8.9 (Flotation and Public Offer for the
subscription of Securities), promptly upon becoming aware of its occurrence (unless
that Obligor is aware that a notification has already been provided by another
Obligor).
	 
	 	19.3.2	 	Promptly upon receiving a written request from the Agent (which shall only
be entitled to make such request once per calendar year), the Borrower shall certify to
the Agent that (i) no Default is continuing (or if a Default is continuing, specifying
the Default and the steps, if any, being taken to remedy it), or as the case may be
(ii) none of the mandatory prepayment events described in Clause 8.6 (Exit), Clause 8.7
(Mandatory Prepayment; Disposal and Insurance Proceeds) and Clause 8.9 (Flotation and
Public Offer for the subscription of Securities) have occurred.
	 
	 	19.3.3	 	On each of 16 August 2010 and 31 December 2011, the Borrower shall supply to
the Agent in sufficient copies for all the Lenders a certificate signed by either the
Chief Financial Officer or a director of the Borrower providing reasonable detail and
information of the amount of the Minimum Equity Proceeds actually applied to that date
to the purposes referred to in paragraphs (b) and (c) of sub-clause 21.28.1.






	19.4	 	“Know your client” checks






	 	19.4.1	 	The Borrower shall promptly upon the request of the Agent or any Lender,
supply such documentation and other evidence as is reasonably requested by the Agent
(for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any
prospective New Lender) in order for the Agent, such Lender or any prospective New
Lender to carry out and be satisfied with the results of all necessary “know your
client” or other checks in relation to the identity of any person that it is, under
money laundering legislation applicable from time to




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	 	 	 	time, required to carry out in relation to the transactions contemplated in the
Finance Documents.
	 
	 	19.4.2	 	Sub-clause 19.4.1 shall not apply in respect of any information previously
delivered to the Agent or which is public information.
	 
	 	19.4.3	 	In the event of any prospective New Lender, the delivery of the information
contemplated in this Clause 19.4 shall be conditional upon the prior execution by such
prospective New Lender and the Borrower of a Confidentiality Undertaking.






	19.5	 	Trading on a secondary market
	 
	 	 	Whilst the shares of the members of the Prisa Group are listed on a recognised
investment exchange or market, the information undertakings of this Clause 19 shall only
apply to the extent the disclosure of said information is not (i) fordbidden by law or (ii)
conditioned to its general disclosure on the relevant investment exchange or market in
accordance with applicable rules.
	 
	20.	 	FINANCIAL COVENANTS
	 
	20.1	 	Financial Definitions
	 
	 	 	The following terms, ratios and financial amounts shall, in relation to this Agreement,
have the meanings hereinafter given, interpreted in accordance with IAS standards unless
expressly otherwise indicated, calculated on the basis of the Consolidated Financial
Statements:
	 
	 	 	“Consolidated EBITDA” means the operating profit and loss of the Prisa Group in each
Relevant Period as such concept is defined under and expressed in the Audited Consolidated
Annual Financial Statements plus provisions for depreciation of fixed assets, variations in
trading provisions and deterioration in goodwill.
	 
	 	 	“Consolidated Net Finance Charges” means the financial and similar expenses of the Prisa
Group in each Relevant Period (including the realized marked to market value of any gain or
loss in respect of any derivative transaction arising under the definition of paragraph (g)
of Financial Indebtedness but excluding the unrealized marked to market value of any gain or
loss in respect of any such derivative transaction) after deduction of other interest and
similar income, as the same appear in the Audited Consolidated Annual Financial Statements
(expressly excluding exchange rate differences (both positive and negative), inflation
adjustments and provisions and impairment of the financial assets of the Borrower’s
Subsidiaries (provisiones y deterioros procedentes de activos financieros entre empresas
vinculadas)).
	 
	 	 	“Consolidated Total Net Debt” means, in relation to the Prisa Group:






	 	(a)	 	the Senior Subordinated Debt, plus
	 
	 	(b)	 	the Deeply Subordinated Indebtedness, plus
	 
	 	(c)	 	the Target Subordinated Indebtedness, plus




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	 	(d)	 	any liability arising under the arrangements relating to any Disposal which
the Auditors determine the Borrower would be required to make a provision against and
which is reflected in the Audited Consolidated Annual Financial Statements and the
Audited Individual Annual Financial Statements, plus
	 
	 	(e)	 	long and short term Financial Indebtedness with financial cost, whether to
financial institutions or other third parties, plus
	 
	 	(f)	 	Financial Indebtedness deriving from the issue of bonds, promissory notes,
debentures convertible into shares or similar instruments, plus
	 
	 	(g)	 	guarantees and Security which may be given in favour of third parties and not
recorded under liabilities as payment obligations. For clarification the following
shall be excluded from the computation:






	 	(i)	 	commercial or technical guarantees and counter-guarantees or
those provided in favour of public authorities in the ordinary course
of business to secure obligations which do not constitute Financial
Indebtedness;
	 
	 	(ii)	 	the guarantees and counter-guarantees from one member of the
Prisa Group to another member of the Prisa Group; and
	 
	 	(iii)	 	individual guarantees in amounts less than five hundred
thousand euros (€500,000) but up to a maximum limit of twenty
million euros (€20,000,000), less






	 	(h)	 	cash at banks (including, but not limited to, cash and other equivalent liquid
resources, but excluding any consideration received by a member of the Prisa Group in
respect of any Disposal but only for so long as such amounts are required to be held in
escrow pending determination of whether any adjustment to the purchase price, indemnity
or other payment or adjustment will be made) and short term financial investments.






	 	 	“Financial Quarter” means the period commencing on the day after one Quarter Date and ending
on the next Quarter Date.
	 
	 	 	“Interest Cover” means the ratio of Consolidated EBITDA to Consolidated Net Finance Charges.
	 
	 	 	“Quarter Date” means each of 31 March, 30 June, 30 September and 31 December.
	 
	 	 	“Relevant Period” means each period of twelve months ending on each Quarter Date.
	 
	 	 	“Total Leverage” shall mean the ratio of Consolidated Total Net Debt at any time to
Consolidated EBITDA.
	 
	20.2	 	Financial Condition
	 
	 	 	The Borrower shall ensure that:




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	20.2.1	 	Total Leverage: Total Leverage in respect of any Relevant Period specified
in column 1 below shall not exceed the ratio set out in column 2 below opposite that
Relevant Period.





	 	 	 
	Column 1 - Relevant Period end date	 	Column 2 - Ratio
	31 December 2010

	 	6.10:1
	31 March 2011

	 	6.10:1
	30 June 2011

	 	5.80:1
	30 September 2011

	 	5.40:1
	31 December 2011

	 	5.00:1
	31 March 2012

	 	4.85:1
	30 June 2012

	 	4.75:1
	30 September 2012

	 	4.55:1
	31 December 2012

	 	4.40:1
	31 March 2013

	 	4.20:1







	20.2.2	 	Interest Cover: Interest Cover in respect of any Relevant Period specified
in column 1 below shall not be less than the ratio set out in column 2 below opposite
that Relevant Period.





	 	 	 
	Column 1 - Relevant Period end date	 	Column 2
	31 December 2010

	 	3.45:1
	31 March 2011

	 	3.45:1
	30 June 2011

	 	3.70:1
	30 September 2011

	 	3.80:1
	31 December 2011

	 	3.85:1
	31 March 2012

	 	3.90:1
	30 June 2012

	 	3.90:1
	30 September 2012

	 	3.95:1
	31 December 2012

	 	4.00:1
	31 March 2013

	 	4.00:1







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	20.3	 	Financial Testing






	 	20.3.1	 	The financial covenants set out in Clause  20.2 (Financial Condition) shall
be tested on a rolling twelve month basis by reference to the relevant financial
statements and/or each Compliance Certificate delivered pursuant to Clause  19.1
(Financial Information) or Clause  19.2 (Compliance Certificate) (as appropriate).
	 
	 	20.3.2	 	If, during a Relevant Period, any member of the Prisa Group ceases to
Control any other business or company over which, as at the Eleventh Amendment Date, it
exercises Control (such business or company being a “Sold Entity”), the earnings before
interest, tax, depreciation and amortisation of such Sold Entity (calculated using the
principles set out in this Clause  20 for the calculation of Consolidated EBITDA) in
respect of the part of the Relevant Period prior to the loss of Control shall be
excluded in determining Consolidated EBITDA for that Relevant Period.
	 
	 	20.3.3	 	The calculation of the financial covenants set out in Clause  20.2
(Financial Condition) shall be carried out in accordance with IAS standards, and in
particular those standards used in the Audited Consolidated Annual Financial Statements
as at 31 December 2007 and the figures set out therein shall furthermore be interpreted
in accordance with the provisions of such standards. If any change takes place in the
future to such standards or in the interpretation thereof, the Borrower and the Agent
shall agree on an equivalent calculation system which enables the maintenance of
enforceability of the financial covenants calculated in accordance with the aforesaid
criteria.
	 
	 	20.3.4	 	In the event of a discrepancy between the financial covenant ratios deriving
from the relevant Consolidated Financial Statements and the financial covenants ratios
appearing in the corresponding Compliance Certificate, and unless an agreement is
reached between the Agent and the Borrower within 20 Business Days of the Borrower or
the Agent becoming aware of such discrepancy, the Agent may refer the matter to the
Auditor to determine. The expenses associated with the resolution of any dispute by the
Auditor shall be for account of the Borrower.






	21.	 	GENERAL UNDERTAKINGS
	 
	 	 	The undertakings of the Obligors in this Clause  21 remain in force from the date of
this Agreement for so long as any amount is outstanding under the Finance Documents or any
Commitment is in force.
	 
	21.1	 	Purposes of the Facilities
	 
	 	 	The Borrower shall only apply the amounts borrowed under the Facilities towards the
financing purposes set forth in Clause  3 (Purpose of the Facilities).
	 
	21.2	 	Pari passu ranking
	 
	 	 	Each Obligor will ensure that its payment obligations under each of the Finance
Documents rank and will at all times rank at least pari passu in right and priority of




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	 	 	payment with all its other present and future unsecured and unsubordinated indebtedness
(actual or contingent) except indebtedness mandatorily preferred by operation of law or
guaranteed and/or secured by Permitted Guarantees and/or Permitted Security.
	 
	21.3	 	Negative pledge/Guarantees






	 	21.3.1	 	No Obligor shall create or permit to subsist any Security over any of its
present or future assets other than a Permitted Security or where such Security is
created by operation of law.
	 
	 	21.3.2	 	No Obligor will grant or agree to grant or permit to subsist any guarantee
other than a Permitted Guarantee or where such guarantee is created by operation of
law.
	 
	 	21.3.3	 	To the extent that any Permitted Financial Indebtedness referred to in
paragraph  (f) of the definition of Permitted Financial Indebtedness is to be
guaranteed by a member of the Prisa Group, the Borrower shall use its best efforts so
that any such guarantee is given by Santillana.






	21.4	 	Arm’s length basis
	 
	 	 	No Obligor shall enter into any transaction with any member of the Prisa Group except
on arm’s length terms.
	 
	21.5	 	Compliance with laws
	 
	 	 	Each Obligor shall comply in all material respects with all laws, rules, regulations
and orders to which it may be subject.
	 
	21.6	 	Licences






	 	21.6.1	 	Each Obligor shall promptly obtain, comply with and do all that is necessary
to maintain in full force and effect all material licences required from time to time
to enable it to carry on its business as conducted on the date of this Agreement.
	 
	 	21.6.2	 	Sub-clause  21.6.1 shall not apply in respect of local TV licences save to
the extent to which a failure to obtain or maintain such licences would result in the
inability of the Obligors to comply with their obligations under this Agreement.






	21.7	 	Insurance






	 	21.7.1	 	Each Obligor shall maintain insurances on and in relation to its business
and assets against those risks and to the extent as is usual for prudent companies
carrying on the same or substantially similar business.
	 
	 	21.7.2	 	The Obligors shall take all necessary action and comply with all
requirements which may be applicable to the insurances referred to in sub-clause
 21.7.1 (including the payment of any additional premiums or calls) so as to ensure
that claims under such insurances are enforceable.






	21.8	 	Acquisitions






	 	21.8.1	 	Except as permitted under sub-clause  21.8.2 below, no Obligor shall (and
the Borrower shall ensure that no company being a Material Prisa Subsidiary as of the
date hereof shall) incorporate or acquire a company or acquire (or acquire an interest
in) shares or equity securities or a business or assets where the




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	 	 	 	aggregate of the
consideration payable for, and indebtedness assumed by the Prisa Group in connection
with such acquisition, exceeds in any financial year of the Borrower the amount of EUR
30,000,000 (or its equivalent in any other currency).
	 
	 	21.8.2	 	Sub-clause  21.8.1 above shall not apply to:






	 	(a)	 	any Permitted Acquisition;
	 
	 	(b)	 	acquisitions (or the part thereof) financed out of the consideration
received for the disposal of assets of the Prisa Group where the principal
business of the company, business or assets being acquired (i) is the same or
substantially the same as, ancillary to, that carried on by or with the assets
disposed of, or (ii) constitutes any ordinary business or activity carried on
by the Prisa Group as at the time of such acquisition; and
	 
	 	(c)	 	Capital Expenditure of the Prisa Group where the aggregate of the
consideration payable for, and Financial Indebtedness assumed by the Prisa
Group in connection with, all such Capital Expenditure in any financial year
of the Borrower does not exceed (i) EUR 130,000,000 for the financial year
ending 31 December 2010 and (ii) EUR 90,000,000 for each financial year
thereafter(or, in each case, its equivalent in other currencies).






	21.9	 	Disposals






	 	21.9.1	 	Except as permitted under sub-clause  21.9.2 below, no Obligor shall make
any Disposals.
	 
	 	21.9.2	 	Sub-clause  21.9.1 above does not apply to the minority disposals referred
to in the Refinancing Agreement (to the extent carried out in accordance with the terms
thereof) and any Disposal of assets where the net proceeds of such disposal (after
deducting costs and expenses incurred on market terms for such transactions, amounts
required to be held in escrow pending determination of whether any adjustment to the
purchase price, indemnity or other payment or adjustment will be made for so long and
to the extent held in escrow and taxes applicable to the relevant transaction) or an
equivalent amount are applied in accordance with Clause  8.7 (Mandatory Prepayment;
Disposal and Insurance Proceeds).






	21.10	 	Financial Indebtedness incurred






	 	21.10.1	 	No Obligor shall (and the Borrower shall ensure that no company being a
Material Prisa Subsidiary shall) incur or allow to remain outstanding any Financial
Indebtedness (save for the Permitted Financial Indebtedness).
	 
	 	21.10.2	 	The Borrower shall procure that any Subordinated Debt incurred from the
Eleventh Amendment Date is subordinated to the Existing Bilateral Loans in similar
terms as it is subordinated to the to the present and future obligations of (i) the
Senior Obligors under the Senior Finance Documents and (ii) the




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	 	 	 	Obligors under this
Agreement as per the definition of Subordinated Debt contained in Clause  1.1
(Definitions).






	21.11	 	Loans and guarantees






	 	21.11.1	 	Subject to sub-clause  21.11.2 below, no Obligor shall (and the Borrower
shall ensure that no company being a Material Prisa Subsidiary shall):






	 	(a)	 	make any loan, or provide any form of credit or financial
accommodation, to any other person; or
	 
	 	(b)	 	give or issue any guarantee, indemnity, bond or letter of credit to
or for the benefit of, or in respect of liabilities or obligations of, any
other person or assume any liability (whether actual or contingent) of any
other person.






	 	21.11.2	 	Sub-clause  21.11.1 above does not apply to:






	 	(a)	 	any loans, guarantees, indemnities, commercial paper, or letters of
credit arisen under or expressly permitted in the Finance Documents;
	 
	 	(b)	 	a loan, credit or financial accommodation to an employee or director
of any member of the Prisa Group if the amount of that loan when aggregated
with the amount of all loans to employees and directors granted by the
Obligors does not exceed in any financial year 5% of the share capital of the
Borrower;
	 
	 	(c)	 	loans or credit made by a Guarantor in favour of another
Guarantor;1
	 
	 	(d)	 	loans or credit made by a Guarantor in favour of a member of the
Prisa Group which is not a Guarantor so long as the aggregate amount of the
Financial Indebtedness under such loans does not exceed EUR 75,000,000 (or its
equivalent) at any time;
	 
	 	(e)	 	loans or credit made by a member of the Prisa Group which is not a
Guarantor in favour of another member of the Prisa Group;
	 
	 	(f)	 	guarantees or financial accomodation made by a member of the Prisa
Group in favour of another member of the Prisa Group to guarantee any
Financial Indebtedness;
	 
	 	(g)	 	loans, credit, guarantees or financial accommodation to non members
of the Prisa Group provided that the maximum aggregate amount of the Financial
Indebtedness under any such loans, credit, guarantees or financial
accommodation made or given by Obligors does not exceed Euro 20,000,000 (or
its equivalent in other currency) at any time; and
	 
	 	(h)	 	credit granted to any buyer in respect of the acquisition price of
assets under any deferred purchase agreement entered into by an Obligor as
seller.







 




			
	1	 	Under discussion with Prisa.




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	21.12	 	Dividends and other payments






	 	21.12.1	 	The Borrower shall only declare, make or pay any dividend (whether in cash
or in kind) in each case on or in respect of its share capital (or any class of its
share capital) if:






	 	(a)	 	the Borrower provides a certificate to the Agent (together with
(based on the Audited Consolidated Annual Financial Statements) supporting
calculations set out in reasonable detail and reasonable information as
evidence) certifying that Total Leverage (as defined in Clause  20.1
(Financial definitions)) for the Financial Year immediately prior to the date
on which said dividend is intended to be declared, made or paid (and
calculated on a pro forma basis assuming that dividend has been declared, made
or paid) is less than 5.00x;
	 
	 	(b)	 	the scheduled amortisation instalment corresponding to December 2011
(and any other amortisation instalment which remains unpaid) under the
Existing Senior Facilities Agreement has been paid in full;
	 
	 	(c)	 	no Default has occurred or would arise as a consequence thereof; and
	 
	 	(d)	 	such dividend is only declared, made or paid after 31 December 2011.






	 	21.12.2	 	Sub-clause  21.12.1 shall not apply to:






	 	(a)	 	the distribution by a member of the Prisa Group other than the
Borrower; and
	 
	 	(b)	 	the payment of dividends referred to in paragraphs (ii) (b) and (ii)
(c) of the definition of Excess Cash Flow contained in Clause  1.1
(Definitions),






	 	 	 	which, save as set out above, shall not be restricted.
	 
	 	21.12.3	 	The Borrower shall only redeem, repurchase, defease, retire or repay any of
its share capital or resolve to do so, if mandatorily required to do so by operation of
law or to the extent that:






	 	(a)	 	the Borrower provides a certificate to the Agent (together with
supporting calculations set out in reasonable detail and reasonable
information as evidence) certifying that Total Leverage (as defined in Clause
 20.1 (Financial definitions)) for the Financial Year immediately prior to the
date on which said redemption, repurchase, defeasement, retirement or
repayment is intended to be made is equal to or less than 3.50x;
	 
	 	(b)	 	the scheduled amortisation instalment corresponding to December 2011
under the Existing Senior Facilities Agreement has been paid in full;
	 
	 	(c)	 	no Default has occurred or would arise as a consequence thereof; and
	 
	 	(d)	 	such redemption, repurchase, defeasement, retirement or repayment is
only declared, made or paid after 31 December 2011.




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	 	 	 	For the avoidance of doubt, sub-clause 21.12.3 shall not apply to payments by a
member of the Prisa Group other than the Borrower.






	21.13	 	Guarantees
	 
	 	 	Each Prisa Subsidiary which, in accordance with Clause 21.20 (Guarantor coverage) and
Clause  24.2 (Guarantors), is obliged to accede to this Agreement as a Guarantor, shall
promptly do all such acts or execute all such documents as may be necessary to create and
maintain the full validity and effectiveness of its respective Guarantee in accordance with
the terms thereof.
	 
	21.14	 	Audit
	 
	 	 	The Obligors, where applicable, shall ensure that its consolidated annual accounts and
management report are audited by a firm of accountants among the ones listed in the
definition of Auditor contained in Clause  1.1 (Definitions).
	 
	21.15	 	Change of business
	 
	 	 	No substantial change shall be made to the general nature of the business of the
Obligors as that is carried on at the date of this Agreement.
	 
	21.16	 	Corporate matters






	 	21.16.1	 	No Obligor shall amend, or agree to any amendment of, any provision of its
articles of association (Estatutos) which could reasonably be expected to cause it to
be in breach of any of its obligations under the Finance Documents (save for those
amendments required by law).
	 
	 	21.16.2	 	No Obligor shall, and each Obligor shall procure that none of its
Subsidiaries which are, as of the date of this Agreement, Material Prisa Subsidiaries,
shall, amalgamate, merge or consolidate with or into any other person or be the subject
of any reconstruction (any such amalgamation, merger, consolidation, dissolution,
liquidation or reconstruction being a “Merger”).
	 
	 	21.16.3	 	Sub-clause  21.16.2 shall not apply to:






	 	(a)	 	the transformation of joint stock companies (sociedades anomimas)
into private companies (sociedades de responsabilidad limitadas);
	 
	 	(b)	 	any Merger between Obligors or between an Obligor and a member of the
Prisa Group which is not an Obligor provided that (i) such Merger does not
(and will not) result in a Material Adverse Effect and (ii) the entity
resulting from such Merger becomes an Obligor;
	 
	 	(c)	 	any Merger or change in the articles of association (Estatutos)
required by law or resulting from the amalgamation, merger, consolidation,
dissolution, liquidation or reconstruction of Liberty Acquisition Holdings
Corp.; and
	 
	 	(d)	 	the capital in kind of Telecinco to be subscribed by Sogecable
through the delivery to Telecinco of all the shares in Sogecuatro.




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	21.17	 	Accounting principles
	 
	 	 	Saves as required by law, no Obligor shall make any change in the Accounting
Principles, accounting practices and reference periods used by it in the preparation of its
financial statements as at the date of this Agreement.
	 
	21.18	 	Evidence of indebtedness
	 
	 	 	At the end of the Availability Period in respect of Facility A and at the end of the
Availability Period in respect of Facility B, provided that they have been utilised, the
Borrower shall, not later than five Business Days after being so requested by the Agent,
appear before a public Notary and execute a notarised certificate for the purposes of
certifying the amounts due thereunder.
	 
	 	 	The first copy of such notarial certificate shall be delivered to the Agent within five
Business Days after its execution.
	 
	21.19	 	Financial Transaction Number
	 
	 	 	The Borrower shall apply for a Financial Transaction Number (Numero de Operación
Financiera, “NOF”) from the Bank of Spain (Banco de España) when so required according to
Spanish regulations.
	 
	21.20	 	Guarantor coverage






	 	21.20.1	 	The Borrower shall ensure that all Material Prisa Subsidiaries (other than
Santillana, Sogecable and its Subsidiaries, Media Capital and Unión Radio (other than
as set out in paragraphs (b) and (c) of Clause 21.20.2 below)) as of the Extension
Effective Date are Guarantors from (and including) the Extension Effective Date.
	 
	 	21.20.2	 	The Borrower shall ensure that:






	 	(a)	 	any member of the Prisa Group which becomes a Material Prisa
Subsidiary (other than, in accordance with paragraphs (b) to (d) below,
Santillana, Sogecable and its Subsidiaries (other than Digital +), Media
Capital, and Unión Radio) after the Extension Effective Date becomes a
Guarantor as soon as reasonably practicable and, in any event, within 20 days
of it becoming a Material Prisa Subsidiary;
	 
	 	(b)	 	Unión Radio shall be a Guarantor until the date on which the share
capital increase occurs in accordance with Clause 2.1.2 of the Guarantee and
Security Agreement; and
	 
	 	(c)	 	Santillana shall be a Guarantor until the date on which the condition
referred to in Clause 4.2 of the Refinancing Agreement (as required under
paragraph (b) of Clause 2.1.1 of the Guarantee and Security Agreement) is
fulfilled.






	 	21.20.3	 	The Borrower shall ensure that at all times after the Extension Effective
Date, the aggregate unconsolidated earnings before interest, tax, depreciation and
amortisation (calculated on the same basis as Consolidated EBITDA), aggregate
unconsolidated gross tangible assets and aggregate unconsolidated turnover of the
Guarantors and the Borrower (calculated on an unconsolidated basis and




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	 	 	 	excluding all
intra-group items) is equal to or higher than 90% of Consolidated EBITDA, the Prisa
Group Assets and the Prisa Group Income (respectively) (excluding, for these purposes
only, Santillana, Media Capital, Sogecable and Subsidiaries and Union Radio but, in the
case of Union Radio, Santillana and Media Capital, only to the extent that the relevant
Sale has occurred).
	 
	 	21.20.4	 	This Clause  21.20 shall be applied in accordance with the terms and
conditions set forth in sub-clause 19.3.21 (Guarantías Personales) of the Existing
Senior Facilities Agreement which the Parties acknowledge and accept and which will be
incorporated into this Clause  21.20 by reference with the same effect as if it were
reproduced herein in full.






	21.21	 	Offer
	 
	 	 	The Borrower undertakes that it:






	 	21.21.1	 	shall not increase the purchase price per Share with respect to the Offer
Price save where such increase is fully financed from any of the following (or a
combination thereof):






	 	(a)	 	own resources (fondos propios) or funds borrowed under profit
participating loan(s) (préstamo participativo) which are subordinated in all
respects to the Senior Facilities (or, after the refinancing in full of the
Senior Facilities, the Facilities), where such funds have been previously
received by it from its shareholders and provided that they are credited into
the Account; and/or
	 
	 	(b)	 	funds utilised under Permitted Financial Indebtedness, provided that
such indebtedness is neither secured nor guaranteed by, the Borrower or any
member of the Prisa Group (including, for the avoidance of doubt, promises for
the creation of security and/or the granting of guarantees).






	 	21.21.2	 	will provide the Agent with such information regarding the Offer as the
Agent may reasonably request (subject to any confidentiality or other equivalent
restrictions under Spanish law); and
	 
	 	21.21.3	 	will keep the Agent regularly informed as to the status and progress of the
Offer.






	21.22	 	Undertaking in respect of the Senior Obligors
	 
	 	 	The Borrower shall procure that the Senior Obligors comply with their obligations under
clause 19 (Obilgaciones de los Obligados) of the existing Senior Facilities Agreement.
	 
	21.23	 	Security Ranking
	 
	 	 	The Lenders acknowledge that the Transaction Security shall be (A) first ranking in
favour of (i) the Senior Lenders (in respect of the Borrower’s payment obligations under the
Senior Finance Documents), (ii) the counterparties of any Permitted Hedging Agreements (in
respect of the Borrower’s payment obligations under such Permitted Hedging Agreements),
(iii) the Lenders (in respect of the Borrower’s payment obligations under this Agreement),
and (iv) the lenders of the Extended Bilateral Loans




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	 	 	and (B) second ranking in favour of the
Subordinated Lenders (in respect of the Borrower’s payment obligations under the Existing
Subordinated Facility Agreement).
	 
	21.24	 	Disposal of the Pay-TV Business or other Target Assets
	 
	 	 	The Borrower shall take all necessary or desirable action and/or pass and/or take all
necessary or desirable decisions so that any of its Subsidiaries shall promptly distribute
to the Borrower by way of dividends the net proceeds arising from any Disposal of all or any
part of the Pay-TV Business or a substantial part of the assets of the Target or its
Subsidiaries (after prepayment of the Target Subordinated Indebtedness and the indebtedness
under the Target Facilities Agreement).
	 
	21.25	 	Best Efforts Undertaking
	 
	 	 	The Borrower shall use its best efforts to:






	 	21.25.1	 	refinance, in accordance with the Refinancing Agreement, certain Existing
Bilateral Loans, provided that (1) the relevant refinancing facilities will mature on
or after 31 May 2013 and (2) the aggregate amount of Financial Indebtedness in relation
to the Existing Bilateral Loans is not increased as a result of such refinancing; and
	 
	 	21.25.2	 	raise, on or before 31 December 2011, an amount of not less than EUR
500,000,000 from any available source (including, without limitation, Disposals,
Flotation, the issuance of further equity and/or deeply subordinated debt or
equity-like debt (together with any other amounts of deeply subordinated debt or
equity-like debt so raised being the “Deeply Subordinated Indebtedness”)) on the
condition that, in respect of the Deeply Subordinated Indebtedness:






	 	(a)	 	the instruments giving rise to such Deeply Subordinated Indebtedness
(the “Deep Debt Instruments”) are subordinated to the Senior Facilities, the
Facilities and the Subordinated Facility on terms that comply with the
definition of “Subordinated Debt”; and
	 
	 	(b)	 	the only interest payable on such Deep Debt Instruments is PIK.






	21.26	 	Additional Extension Fee
	 
	 	 	If:






	 	21.26.1	 	the Facilities have not been repaid during the period starting on (and
including) the Second Extension Effective Date and ending on (and including) 31
December 2011 in an aggregate amount at least equal to the aggregate amount applied in
repayment or prepayment of the Senior Facilities during such period multiplied by “A”,
where “A” is the ratio of (a) the total outstanding amount remaining due under the
Facilities to (b) the total outstanding amount remaining due under the Senior
Facilities, calculated as of the Second Extension Effective Date, and
	 
	 	21.26.2	 	the Total Leverage (as defined in Clause 20.1 (Financial definitions)) as
of 31 December 2011 (based on a the information contained in the Compliance




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	 	 	 	Certificate
to be supplied to the Agent in respect of the Financial Year ending on 31 December
2011) exceeds 3.75x,






	 	 	the Borrower shall, as soon as possible but in any event not later than 5 Business Days
after the date on which the relevant Compliance Certificate is delivered to the Agent, pay
to the Agent (for the account of the Lenders in proportion to each Lender’s Commitment as of
31 December 2011) an additional extension fee computed at the rate of 0.50 per cent. of the
total principal amount outstanding under the Facilities as of 31 December 2011.
	 
	21.27	 	Application of the Best Efforts Undertaking Proceeds
	 
	 	 	The Borrower shall procure that any amounts raised pursuant to the undertaking referred
to in sub-clause  21.25.2 of Clause  21.25 (Best Efforts Undertaking), to the extent not
required to be applied in accordance with Clause  8.11 (Application of mandatory
prepayments), shall be applied as follows:






	 	21.27.1	 	firstly, in prepayment of the Facilities in an amount equal to the amount
of the scheduled amortisation instalment corresponding to December 2011 under the
Existing Senior Facilities Agreement, and
	 
	 	21.27.2	 	thereafter, in prepayment of the Senior Facilities (against scheduled
amortisation instalments in chronological order) and the Facilities (first in
prepayment of the Term Loans pro rata, and thereafter in permanent prepayment and
cancellation of the Revolving Facility) pro rata.






	21.28	 	Application of part of the Minimum Equity Proceeds






	 	21.28.1	 	Notwithstanding the provisions of Clause  8.11 (Application of mandatory
prepayments) and subject to sub-clause  21.28.2 below, the Borrower shall be permitted
to retain an amount of not more than EUR 230,000,000 of the Minimum Equity Proceeds
provided that any amount so retained shall be applied as follows:






	 	(a)	 	EUR 75,000,000, to finance or refinance working capital of the Prisa
Group;
	 
	 	(b)	 	EUR 95,000,000 to fund the Cost Reduction Plan; and
	 
	 	(c)	 	EUR 60,000,000 to finance the Eleventh Amendment Transaction Costs.






	 	 	21.28.2






	 	(a)	 	In relation to paragraph (b) of Clause  21.28.1 above (and
notwithstanding anything to the contrary herein), the Borrower shall ensure
that an amount equal to EUR 95,000,000 is paid into a separate escrow account
with the Agent (the “Cost Reduction Account”).
	 
	 	(b)	 	Amounts shall only be released from the Cost Reduction Account upon
the delivery to the Agent of a certificate (in form and substance satisfactory
to the Agent (acting reasonably)) signed by a director or the chief financial
officer of the Borrower confirming (i) the amounts to be paid and (ii) that
these amounts are reflected in the Cost Reduction Plan.




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	 	21.28.3	 	If and to the extent that either (i) the Cost Reduction Plan has not been
completed by 31 December 2011 and/or (ii) the Eleventh Amendment Transaction Costs have
not been paid by the date falling one month after the date of receipt of the Minimum
Equity Proceeds (the “Transaction Costs Payment Date”), any balance remaining on either
(1) the Cost Reduction Account or (2) from the amounts retained under paragraph (c) of
sub-clause  21.28.1 above shall be applied in prepayment of the Facilities in
accordance with paragraph (d) of Clause  8.11.1 as if the remaining balance of those
proceeds had been received by the Borrower on, respectively, 31 December 2011 and the
Transaction Costs Payment Date (and KPMG shall confirm that the amount to be applied in
prepayment from the Cost Reduction Account is correct).






	21.29	 	Compliance with Eleventh Amendment Agreement
	 
	 	 	The Borrower shall procure that all amounts (including, but not limited to, any
consideration and equity proceeds) to be retained by the Prisa Group in accordance with the
Eleventh Amendment Agreement for application to certain purposes pursuant to the Eleventh
Amendment Agreement are effectively applied for the relevant purpose(s).
	 
	21.30	 	Pledge over DTS
	 
	 	 	The Borrower shall procure that Sogecable grants a pledge in favour of (among others)
the Lenders over its shares in DTS as security for the obligations of the Obligors under the
Finance Documents within one Month from the date on which the application of proceeds set
out in clause 4.3.1 of the Refinancing Agreement has been made and the Target
Facilities Agreement and the Target Subordinated Indebtedness have been fully repaid.
	 
	21.31	 	Sogecable existing indebtedness
	 
	 	 	The Borrower shall ensure that:






	 	21.31.1	 	Sogecable shall prepay in full any outstanding amounts under the Target
Facilities Agreement and the Target Subordinated Indebtedness with the proceeds
received from the disposal of a minority interest in DTS in accordance with the
provisions of Clause 2.3 of the Refinancing Agreement; and
	 
	 	21.31.2	 	copies of the relevant documents evidencing the cancellation of the Target
Facilities Agreement, the Target Subordinated Indebtedness and any related guarantees
or security shall be provided to the Agent within five (5) Business Days from the date
of the prepayment referred to above






	21.32	 	Obligor accession
	 
	 	 	The Borrower shall ensure that:






	 	21.32.1	 	Sogecable and each of its Subsidiaries other than Digital + becomes an
Obligor within 15 days of the date on which the Target Subordinated Indebtedness and
the indebtedness under the Target Facilities Agreement have been repaid in full; and
	 
	 	21.32.2	 	DTS shall be an Obligor to the extent that this does not result in a
default under the Sogecable Facilities Agreement, the sale and purchase agreement
  entered
 




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	 	 	 	into with Telefónica, S.A. on 25 November 2009 or the share purchase agreement
dated 14th April 2010 and entered into between Telecinco, Sogecable and
Prisa and provided that DTS shall cease to be an Obligor as soon as any of the
transactions related to DTS and set out in Clause 2.3 of the Refinancing Agreement is
completed.






	22.	 	EVENTS OF DEFAULT
	 
	 	 	Each of the events or circumstances set out in Clauses  22.1 (Non-Payment) to  22.11
(Cessation or change of business) is an Event of Default.
	 
	22.1	 	Non-payment
	 
	 	 	The Borrower does not pay on the due date any amount payable pursuant to a Finance Document
at the place at and in the currency in which it is expressed to be payable unless payment is
made within three days of its due date.
	 
	22.2	 	Other obligations






	 	22.2.1	 	An Obligor does not comply with any provision of the Finance Documents
(other than those referred to in Clause  22.1 (Non-payment) and Clause  21.25 (Best
Efforts Undertaking)).
	 
	 	22.2.2	 	No Event of Default under sub-clause  22.2.1 above will occur if:






	 	(a)	 	in relation to Clause  19.1 (Financial Information) or Clause  19.2
(Compliance Certificate), the failure to comply is capable of remedy and is
remedied within 7 Business Days; or
	 
	 	(b)	 	in relation to any other Clause, the failure to comply is capable of
remedy and is remedied within 15 Business Days,






	 		 	of the earlier of the Agent giving notice to the Borrower or relevant Obligor or
the Borrower or an Obligor becoming aware of the failure to comply, and






	 	(c)	 	in relation to paragraphs (b) and (c) of sub-clause  21.28.1, the
prepayments referred to in sub-clause  21.28.2 are made within the relevant
timeframe.






	22.3	 	Misrepresentation
	 
	 	 	Any representation or statement made or deemed to be made by an Obligor under Clause
 18 (Representations) is or proves to have been materially incorrect or materially
misleading when made or deemed to be made unless the circumstances giving rise to that
default are capable of remedy and are remedied within 15 Business Days of the earlier of the
Agent giving notice to Borrower or the relevant Obligor or the Borrower or any Obligor
becoming aware of the relevant matter.
	 
	22.4	 	Cross default






	 	22.4.1	 	Any Financial Indebtedness (other than any indebtedness incurred under the
Finance Documents) of any Obligor against any third party (other than a member of the
Prisa Group) is not paid when due or within any originally applicable grace period.




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	 	22.4.2	 	Subject to Clause  22.4.3 below, no Event of Default will occur under this
Clause  22.4 if the amount unpaid in respect of any Financial Indebtedness falling
within sub-clause  22.4.1 is equal to or less than Euro 20,000,000 (or its equivalent
in any other currency or currencies) or, being higher that said figure, is paid within
15 Business Days after its due date (or, where applicable, the end of any originally
applicable grace period)
	 
	 	22.4.3	 	The basket contained in Clause  22.4.2 above shall not apply to any
Financial Indebtedness of any Obligor to any of the Lenders which is not paid when due
or within any originally applicable grace period.






	22.5	 	Unlawfulness and invalidity
	 
	 	 	Any obligation of any Obligor under any Finance Documents is not or ceases to be legal,
valid, binding or enforceable.






	22.6	 	Material Adverse Change






	 	 	Any event or circumstance occurs which has or could reasonably be expected to have a
Material Adverse Effect unless such event or circumstance is capable of remedy and is
remedied within 15 Business Days of the earlier of the Agent giving notice to Borrower or
the relevant Obligor or the Borrower or any Obligor becoming aware of the relevant matter.






	22.7	 	Insolvency






	 	 	An Obligor or Senior Obligor submits an application for a moratorium or extra-judicial
creditors’ arrangement, an application for insolvency or similar procedure or an insolvency
or similar procedure has been commenced with respect thereto, or it is subject to judicial
administration or any other similar action is carried out, whether judicial or private,
which gives rise to similar effects or any other situation arises which evidences the actual
or imminent insolvency of an Obligor or Senior Obligor.






	22.8	 	Creditors’ process






	 	22.8.1	 	Any expropriation, attachment, sequestration, distress or execution or any
analogous process in any jurisdiction affects any asset or assets of an Obligor or
Senior Obligor having an aggregate value of at least Euro 20,000,000 (or its equivalent
in other currency).






	 	22.8.2	 	An Obligor or Senior Obligor is unable to generally pay its ordinary debts
as they fall due.






	 	22.8.3	 	An Obligor or Senior Obligor is, pursuant to a final judicial decision or
arbitral award, under an obligation to pay amounts to third parties which overall
exceed Euro 20,000,000 (or its equivalent in other currency) and which are not insured
in whole or in part by insurance policies such that the part payable which is not
incurred exceeds the said threshold.






	22.9	 	Guarantor coverage






	 	 	Any member of the Prisa Group (being or not a Material Prisa Group Subsidiary) which in
accordance with Clause 21.13 (Guarantees) and Clause 21.20 (Guarantor coverage) is required
to accede hereto as a Guarantor does not accede to this Agreement as a Guarantor within the
relevant time period.




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	22.10	 	Licences






	 	 	Any relevant licence required by an Obligor to carry on its business as conducted as at
the date of this Agreement is not obtained or is revoked, annulled or cancelled and such
circumstance results in the inability of the Obligors to comply with their obligations under
the Finance Documents.






	22.11	 	Cessation or change of business






	 	 	Save as permitted under this Agreement, any Obligor or Senior Obligor (i) ceases to
carry on all or a substantial part of its business, (ii) changes all or a substantial part
of its business, or (iii) agrees to effect its dissolution or liquidation.






	 	 	The Parties expressly acknowledge that a Merger between Obligors or Senior Obligors or the
capital in kind of Telecinco to be subscribed by Sogecable through the delivery to Telecinco
of all the shares in Sogecuatro does not constitute a cessation or change or business for
the purposes of this Clause  22.11.






	22.12	 	Clean-Up Period






	 	 	For the purpose of this Agreement if, during the Clean-Up Period, a matter or
circumstance exists in respect of Sogecable (or its Subsidiaries) which would constitute an
Event of Default under any of Clauses  22.2 (Other Obligations) to  22.6 (Material Adverse
Change) (both inclusive) and  22.9 (Guarantor Coverage) to  22.11 (Cessation or change of
Business) (both inclusive), such matter or circumstance will be deemed not to be an Event of
Default until after the end of the Clean-Up Period (if such Event of Default is continuing
at such time) if and for so long as the matter or circumstances giving rise to the relevant
Event of Default (i) are capable of remedy and the Majority Lenders consider that adequate
steps are being taken to remedy such Event of Default during the Clean-Up Period and (ii)
have not resulted in, or would not result in, a Material Adverse Effect and provided that,
if the relevant matter or circumstances are continuing at the end of the Clean-Up Period,
there shall be an Event of Default.






	22.13	 	Media Capital Sale






	 	 	The Media Capital Sale has not been completed on or prior to 31 December 2010 in
accordance with the terms of the Refinancing Agreement.






	22.14	 	Acceleration






	 	 	On and at any time after the occurrence of an Event of Default which is continuing the
Agent may (acting on the instructions of the Majority Lenders), by notice to the Borrower
via public Notary:






	 	22.14.1	 	declare the early termination of the Agreement; or






	 	22.14.2	 	(event in the event that specific performance has been previously requested
but not obtained), declare that all or part of the Loans, together with accrued
interest, and all other amounts accrued under the Finance Documents be immediately due
and payable, whereupon they shall become immediately due and payable; or






	 	22.14.3	 	request specific performance by the Borrower of its obligations under this
Agreement.




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SECTION VIII

CHANGES TO THE PARTIES





	23.	 	CHANGES TO THE LENDERS






	23.1	 	Assignments and transfers by the Lenders
	 
	 	 	Subject to this Clause  23, a Lender (the “Existing Lender”) may:






	 	23.1.1	 	assign any of its rights and benefits; or
	 
	 	23.1.2	 	transfer by novation any of its rights, benefits and obligations,






	 	 	to any third party (including asset securitisation funds, as such term is defined under
Royal Decree 926/1988) another bank or financial institution or to a trust, fund or other
entity which is regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial asset (the “New Lender”).






	23.2	 	Conditions of assignment or transfer






	 	23.2.1	 	An Existing Lender may assign its rights and benefits or transfer its
rights, benefits and obligations under this Agreement.






	 	23.2.2	 	An Existing Lender shall notify the Borrower prior to making any assignment
or transfer.






	 	23.2.3	 	Any transfer or assignment shall be notified to the Agent at least 3 days
prior to the effectiveness date of such transfer or assignment (“Transfer Date”).
Likewise, any transfer or assignment shall be notified to the Borrower by the Agent
within 3 Business Days of receipt the notice from the Existing Lender.






	 	23.2.4	 	Unless the Borrower otherwise agrees, a transfer or assignment of part of an
Existing Lender’s Commitment to a New Lender must be in a minimum amount of
EUR 10,000,000 (or, if higher, in an amount multiple of EUR 1,000,000 or, if less, the
Existing Lender’s Total Commitment under the Facilities), provided that the
participation of any Lender thereafter in the Facilities must be in a minimum amount of
EUR 5,000,000.






	 	23.2.5	 	No additional payment shall be made by the Borrower to a New Lender as a
result of circumstances existing on the date on which the assignment or transfer occurs
if the Existing Lender would not have been entitled to receive such payment if the
assignment or change had not occurred.






	23.3	 	Costs of transfer






	 	 	Any costs of any transfer or assignment pursuant to this Clause  23 shall be borne by
the relevant Lenders.






	23.4	 	Disclosure of information






	 	23.4.1	 	Save as permitted pursuant to sub-clause  23.4.2 below, no Lender may
disclose any information about any Obligor, the Prisa Group and the Finance Documents.




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	 	23.4.2	 	Notwithstanding sub-clause  23.4.1 above, any Lender may disclose to any of
its Affiliates and any other person:






	 	(a)	 	to (or through) whom that Lender assigns or transfers (or may
potentially assign or transfer) all or any of its rights and obligations under
the Finance Documents;






	 	(b)	 	with (or through) whom that Lender enters into (or may potentially
enter into) any sub-participation in relation to, or any other transaction
under which payments are to be made by reference to, the Finance Documents or
any Obligor; or






	 	(c)	 	to whom, and to the extent that, information is required to be
disclosed by any applicable law or regulation; and






	 	(d)	 	any Finance Party may disclose to a rating agency,






	 	 	 	any information about any Obligor, the Prisa Group and the Finance Documents as
that Lender shall consider appropriate if, in relation to paragraphs (a) and (b)
above, the person to whom the information is to be given has entered into a
Confidentiality Undertaking.






	24.	 	CHANGES TO THE OBLIGORS
	 
	24.1	 	Changes to the Borrower
	 
	 	 	Save with the prior written consent of all the Lenders, the Borrower may not assign any
of its rights or transfer any of its rights or obligations under the Finance Documents.
	 
	24.2	 	Guarantors






	 	24.2.1	 	The Borrower shall ensure that it is in compliance with Clause  21.20
(Guarantor Coverage) and therefore it shall ensure that members of the Prisa Group
other than the ones already Guarantors pursuant to this Agreement and any other Finance
Document, shall (as soon as reasonable practicable and, in any event, within 20 days
of it being in breach of Clause  21.20 (Guarantor Coverage)) become Guarantors as the
Agent may require in a number sufficient to ensure compliance with Clause  21.20
(Guarantor Coverage).
	 
	 	24.2.2	 	A member of the Prisa Group shall become a Guarantor if:






	 	(a)	 	the Borrower delivers to the Agent a duly completed and executed
Accession Letter; and
	 
	 	(b)	 	the Agent has received all of the documents and other evidence listed
in Part B (Conditions Precedent Required to be Delivered by an Additional
Guarantor) of  Schedule 1 (Conditions Precedent) in relation to that
Additional Guarantor, each in form and substance satisfactory to the Agent
(acting reasonably); and
	 
	 	(c)	 	the Borrower delivers to the Agent a Guarantee duly executed by the
Guarantor.




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	 	24.2.3	 	The Agent (acting reasonably) shall notify the Borrower and the Lenders
promptly upon being satisfied that it has received (in form and substance satisfactory
to it) all the documents and other evidence listed in Part II (Conditions Precedent
Required to be Delivered by a Guarantor) of  Schedule 1 (Conditions Precedent).






	24.3	 	Repetition of Representations
	 
	 	 	Delivery of an Accession Letter constitutes confirmation by the relevant member of the
Prisa Group that subject to the terms set forth in this Agreement, the Repeating
Representations are true and correct in relation to it as at the date of delivery as if made
by reference to the facts and circumstances then existing.




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SECTION IX

THE FINANCE PARTIES





	25.	 	ROLE OF THE AGENT
	 
	25.1	 	Appointment of the Agent






	 	25.1.1	 	Each of the Lenders and the Offer Guarantee Banks appoints the Agent to act
as its agent under and in connection with the Finance Documents.
	 
	 	25.1.2	 	HSBC accepts hereby its appointment as Agent (which the Borrower hereby
expressly consents).
	 
	 	25.1.3	 	Each of the Lenders and the Offer Guarantee Banks authorises the Agent to
exercise the rights, powers, authorities and discretions specifically given to the
Agent under or in connection with the Finance Documents together with any other
incidental rights, powers, authorities and discretions.
	 
	 	25.1.4	 	Notwithstanding the several nature of the obligations of the Lenders under
the Finance Documents, each of the Lenders authorises the Agent to act in respect of
the Finance Document either in its own name and account or in the name and on behalf of
the Lenders as each Lenders’ special and irrevocable representative.






	25.2	 	Duties of the Agent






	 	25.2.1	 	The Agent shall promptly forward to a Party the original or a copy of any
document which is delivered to the Agent for that Party by any other Party.
	 
	 	25.2.2	 	Except where a Finance Document specifically provides otherwise, the Agent
is not obliged to review or check the adequacy, accuracy or completeness of any
document it forwards to another Party.
	 
	 	25.2.3	 	If the Agent receives notice from a Party referring to this Agreement,
describing a Default and stating that the circumstance described is a Default, it shall
promptly notify the other Finance Parties.
	 
	 	25.2.4	 	If the Agent is aware of the non-payment of any principal, interest,
commitment fee or other fee payable to a Finance Party (other than the Agent or the
Arrangers) under this Agreement it shall promptly notify the other Finance Parties.
	 
	 	25.2.5	 	The Agent’s duties under the Finance Documents are solely mechanical and
administrative in nature.
	 
	 	25.2.6	 	The Agent shall not be bound to account for any Lender for any sum or the
profit element of any sum received by it for its own account.






	25.3	 	Business with the Prisa Group
	 
	 	 	The Agent may accept deposits from, lend money to and generally engage in any kind of
banking or other business with any member of the Prisa Group.




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	25.4	 	Rights and discretions






	 	25.4.1	 	The Agent may rely on:






	 	(a)	 	any representation, notice or document believed by it to be genuine,
correct and appropriately authorised; and
	 
	 	(b)	 	any statement made by a director, authorised signatory or employee of
any person regarding any matters which may reasonably be assumed to be within
his knowledge or within his power to verify.






	 	25.4.2	 	The Agent may assume (unless it has received notice to the contrary in its
capacity as agent for the Lenders) that:






	 	(a)	 	no Default has occurred (unless it has actual knowledge of a Default
arising under Clause  22.1 (Non-Payment));
	 
	 	(b)	 	any right, power, authority or discretion vested in any Party or the
Majority Lenders has not been exercised; and
	 
	 	(c)	 	any notice or request made by the Borrower (other than a Utilisation
Request or Selection Notice) is made on behalf of and with the consent and
knowledge of all the Obligors.






	 	25.4.3	 	The Agent may engage, pay for and rely on the advice or services of any
lawyers, accountants, surveyors or other experts.
	 
	 	25.4.4	 	The Agent may act in relation to the Finance Documents through its personnel
and agents. The Agent shall not be liable for the negligence or misconduct of such
agents.
	 
	 	25.4.5	 	The Agent may disclose to any other Party any information it reasonably
believes it has received as agent under this Agreement.
	 
	 	25.4.6	 	Notwithstanding any other provision of any Finance Document to the contrary,
the Agent is not obliged to do or omit to do anything if it would or might in its
reasonable opinion constitute a breach of any law or regulation or a breach of a
fiduciary duty or duty of confidentiality.






	25.5	 	Majority Lenders’ instructions






	 	25.5.1	 	Unless a contrary indication appears in a Finance Document, the Agent shall
(a) act in accordance with any instructions given to it by the Majority Lenders (or, if
so instructed by the Majority Lenders, refrain from acting or exercising any right,
power, authority or discretion vested in it as Agent) and (b) not be liable for any act
(or omission) if it acts (or refrains from taking any action) in accordance with such
an instruction of the Majority Lenders.
	 
	 	25.5.2	 	Unless a contrary indication appears in a Finance Document, any instructions
given by the Majority Lenders will be binding on all the Finance Parties.
	 
	 	25.5.3	 	The Agent may refrain from acting in accordance with the instructions of the
Majority Lenders (or, if appropriate, the Lenders) until it has received such




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	 	 	 	security
as it may require for any cost, loss or liability (together with any associated VAT)
which it may incur in complying with the instructions.
	 
	 	25.5.4	 	In the absence of instructions from the Majority Lenders, (or, if
appropriate, the Lenders) the Agent may act (or refrain from taking action) as it
considers to be in the best interest of the Lenders.
	 
	 	25.5.5	 	The Agent is not authorised to act on behalf of a Lender (without first
obtaining that Lender’s consent) in any legal or arbitration proceedings relating to
any Finance Document.






	25.6	 	Responsibility for documentation
	 
	 	 	The Agent:






	 	25.6.1	 	is not responsible for the adequacy, accuracy and/or completeness of any
information (whether oral or written) supplied by the Agent, an Obligor or any other
person given in or in connection with any Finance Document or the Offer, the
Acquisition or any other transaction contemplated in the Finance Documents; or
	 
	 	25.6.2	 	is not responsible for the legality, validity, effectiveness, adequacy or
enforceability of any Finance Document or any other agreement, arrangement or document
entered into, made or executed in anticipation of or in connection with any Finance
Document.






	25.7	 	Exclusion of liability






	 	25.7.1	 	Without limiting sub-clause  25.7.2 below, the Agent will not be liable for
any action taken by it under or in connection with any Finance Document, unless caused
by its gross negligence or wilful misconduct.
	 
	 	25.7.2	 	No Party (other than the Agent) may take any proceedings against any
officer, employee or agent of the Agent, in respect of any claim it might have against
the Agent or in respect of any act or omission of any kind by that officer, employee or
agent in relation to any Finance Document and any officer, employee or agent of the
Agent may rely on this Clause.
	 
	 	25.7.3	 	The Agent will not be liable for any delay (or any related consequences) in
crediting an account with an amount required under the Finance Documents to be paid by
the Agent if the Agent has taken all necessary steps as soon as reasonably practicable
to comply with the regulations or operating procedures of any recognised clearing or
settlement system used by the Agent for that purpose.






	25.8	 	Lenders’ indemnity to the Agent
	 
	 	 	Each Lender shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately prior to their
reduction to zero) indemnify the Agent, within three Business Days of demand, against any
cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross
negligence or wilful misconduct) in acting as Agent under the Finance




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	 	 	Documents (unless the
Agent has been reimbursed by an Obligor pursuant to a Finance Document).
	 
	25.9	 	Resignation of the Agent






	 	25.9.1	 	The Agent may resign by giving written notice to the Lenders and the
Borrower, in which case the Majority Lenders (with the prior consent of the Borrower
(which consent must not be unreasonably withheld and will be deemed given if the
Borrower does not give notice to the contrary to the resigning Agent within 10 days
after receipt of the notice of resignation referred to in this sub-clause  25.9.1)) may
appoint a successor Agent.
	 
	 	25.9.2	 	If the Majority Lenders have not appointed a successor Agent in accordance
with sub-clause  25.9.1 above within 30 days after notice of resignation was given, the
Agent (after having notified the Borrower) may appoint a successor Agent.
	 
	 	25.9.3	 	The Agent’s resignation notice shall only take effect upon the appointment
of a successor.
	 
	 	25.9.4	 	Upon the appointment of a successor, the retiring Agent shall be discharged
from any further obligation in respect of the Finance Documents but shall remain
entitled to the benefit of this Clause  25.9. Its successor and each of the other
Parties shall have the same rights and obligations amongst themselves as they would
have had if such successor had been an original Party.






	25.10	 	Confidentiality






	 	25.10.1	 	In acting as agent or representative for the Finance Parties, the Agent
shall be regarded as acting through its agency division which shall be treated as a
separate entity from any other of its divisions or departments.
	 
	 	25.10.2	 	If information is received by another division or department of the Agent,
it may be treated as confidential to that division or department and the Agent shall be
deemed to have notice of it.
	 
	 	25.10.3	 	Notwithstanding any other provision of any Finance Document to the
contrary, the Agent is not obliged to disclose to any other person (i) any confidential
information or (ii) any other information if the disclosure would or might in its
reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.






	25.11	 	Credit appraisal by the Finance Parties
	 
	 	 	Without affecting the responsibility of any Obligor for information supplied by it or
on its behalf in connection with any Finance Document, each Finance Party confirms to the
Agent that it has been, and will continue to be, solely responsible for making its own
independent appraisal and investigation of all risks arising under or in connection with any
Finance Document including but not limited to:






	 	25.11.1	 	the financial condition, status and nature of each member of the Prisa
Group;




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	 	25.11.2	 	the legality, validity, effectiveness, adequacy or enforceability of any
Finance Document and any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance Document;
	 
	 	25.11.3	 	whether that Finance Party has recourse, and the nature and extent of that
recourse, against any Party or any of its respective assets under or in connection with
any Finance Document, the transactions contemplated by the Finance Documents or any
other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Finance Document; and
	 
	 	25.11.4	 	the adequacy, accuracy and/or completeness of any information provided by
the Agent or by any other person under or in connection with any Finance Document, the
Offer, the Acquisition, any other transaction contemplated by the Finance Documents or
any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document.






	25.12	 	Deduction from amounts payable by the Agent
	 
	 	 	If any Party owes an amount to the Agent under the Finance Documents the Agent may,
after giving notice to that Party, deduct an amount not exceeding that amount from any
payment to that Party which the Agent would otherwise be obliged to make under the Finance
Documents and apply the amount deducted in or towards satisfaction of the amount owed. For
the purposes of the Finance Documents that Party shall be regarded as having received any
amount so deducted.
	 
	25.13	 	Payments to the Agent
	 
	 	 	In accordance with the provisions of Section 1.170 of the Spanish Civil Code, in the
event that any cheque or note delivered by the Borrower to the Agent were not made, such
delivery shall not have the effect of payment and shall not release the Borrower from its
obligation towards the Agent and the Agent shall, if it had made the relevant payments to
the Lenders, have the right to make a claim against the Lenders for such payments.
	 
	 	 	Any payment which is made by the Borrower or which the Borrower is required to make pursuant
to the Finance Documents shall be deemed to have been received by the Lenders when the
amount thereof is delivered to and received by the Agent, which receipt shall release the
Borrower from its obligation in respect of such payment as though such amount had been
received pro rata by each Lender.
	 
	26.	 	CONDUCT OF BUSINESS BY THE FINANCE PARTIES
	 
	 	 	No provision of this Agreement will:






	 	26.1.1	 	interfere with the right of any Finance Party to arrange its affairs (tax or
otherwise) in whatever manner it thinks fit;
	 
	 	26.1.2	 	oblige any Finance Party to investigate or claim any credit, relief,
remission or repayment available to it or the extent, order and manner of any claim; or




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	 	26.1.3	 	oblige any Finance Party to disclose any information relating to its affairs
(tax or otherwise) or any computations in respect of Tax (without prejudice to the
application of the provisions of Clause  13 (Tax Gross Up and Indemnities), provided,
however, that this sub-clause  26.1.3 shall not limit any Finance Party (or any of its
employees, representatives or other agents) from making any disclosures authorised by
Clause  23.4 (Disclosure of information) hereof.






	27.	 	SHARING AMONG THE FINANCE PARTIES
	 
	27.1	 	Payments to Finance Parties
	 
	 	 	If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from
an Obligor other than in accordance with Clause  28 (Payment mechanics) and applies that
amount to a payment due under the Finance Documents then:






	 	27.1.1	 	the Recovering Finance Party shall, within three Business Days, notify
details of the receipt or recovery to the Agent;
	 
	 	27.1.2	 	the Agent shall determine whether the receipt or recovery is in excess of
the amount the Recovering Finance Party would have been paid had the receipt or
recovery been received or made by the Agent and distributed in accordance with Clause
 28 (Payment mechanics), without taking account of any Tax which would be imposed on
the Agent in relation to the receipt, recovery or distribution; and
	 
	 	27.1.3	 	the Recovering Finance Party shall, within three Business Days of demand by
the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or
recovery less any amount which the Agent determines may be retained by the Recovering
Finance Party as its share of any payment to be made, in accordance with Clause  28.3
(Partial payments).






	27.2	 	Redistribution of payments
	 
	 	 	The Agent shall treat the Sharing Payment as if it had been paid by the relevant
Obligor and distribute it between the Finance Parties (other than the Recovering Finance
Party) in accordance with Clause  28.3 (Partial payments).
	 
	27.3	 	Recovering Finance Party’s rights






	 	27.3.1	 	On a distribution by the Agent under Clause  27.2 (Redistribution of
payments), the Recovering Finance Party will be subrogated to the rights of the Finance
Parties which have shared in the redistribution.
	 
	 	27.3.2	 	If and to the extent that the Recovering Finance Party is not able to rely
on its rights under sub-clause  27.3.1 above, the relevant Obligor shall be liable to
the Recovering Finance Party for a debt equal to the Sharing Payment which is
immediately due and payable.




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	27.4	 	Reversal of redistribution
	 
	 	 	If any part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party, then:






	 	27.4.1	 	each Finance Party which has received a share of the relevant Sharing
Payment pursuant to Clause  27.2 (Redistribution of payments) shall, upon request of
the Agent, pay to the Agent for account of that Recovering Finance Party an amount
equal to its share of the Sharing Payment (together with an amount as is necessary to
reimburse that Recovering Finance Party for its proportion of any interest on the
Sharing Payment which that Recovering Finance Party is required to pay); and
	 
	 	27.4.2	 	that Recovering Finance Party’s rights of subrogation in respect of any
reimbursement shall be cancelled and the relevant Obligor will be liable to the
reimbursing Finance Party for the amount so reimbursed.






	27.5	 	Exceptions






	 	27.5.1	 	This Clause  27 shall not apply to the extent that the Recovering Finance
Party would not, after making any payment pursuant to this Clause, have a valid and
enforceable claim against the relevant Obligor.
	 
	 	27.5.2	 	A Recovering Finance Party is not obliged to share with any other Finance
Party any amount which the Recovering Finance Party has received or recovered as a
result of taking legal or arbitration proceedings, if:






	 	(a)	 	it notified the other Finance Party of the legal or arbitration
proceedings; and
	 
	 	(b)	 	the other Finance Party had an opportunity to participate in those
legal or arbitration proceedings but did not do so as soon as reasonably
practicable having received notice or did not take separate legal or
arbitration proceedings.




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SECTION X

ADMINISTRATION






	28.	 	PAYMENT MECHANICS
	 
	28.1	 	Distributions to an Obligor
	 
	 	 	The Agent shall apply any amount received by it for any Obligor in or towards payment
(on the date and in the currency and funds of receipt) of any amount due from that Obligor
under the Finance Documents.
	 
	28.2	 	Clawback






	 	28.2.1	 	Where a sum is to be paid to the Agent under the Finance Documents for
another Party, the Agent is not obliged to pay that sum to that other Party (or to
enter into or perform any related exchange contract) until it has been able to
establish to its satisfaction that the Agent has actually received that sum.
	 
	 	28.2.2	 	If the Agent pays an amount to another Party and it proves to be the case
that the Agent had not actually received that amount, then the Party to whom that
amount (or the proceeds of any related exchange contract) was paid by the Agent shall
on demand refund the same to the Agent together with interest on that amount from the
date of payment to the date of receipt by the Agent, calculated by the Agent to reflect
its cost of funds.
	 
	 	28.2.3	 	All payments to be made by the Borrower (whether in respect of principal,
interest, fees, expenses or any other sum) under any Finance Document shall be made
before 10.00 A.M. (Central European Time) on the due date, for value that same day
according to the valuation rules of the Bank of Spain (Banco de España) (or, in its
absence, the European Central Bank), without the necessity of prior notice (in the case
of the Borrower), and by means of bank transfer into the Agent’s account notified from
time to time by the Agent in writing to the Borrower. In any event, the Borrower
irrevocably instructs the Agent to direct debit from the Account any amount due by the
Borrower under the Finance Documents.
	 
	 	28.2.4	 	Any payment to be made by the Borrower shall be deemed to be received by the
Lenders once it has been made available to the Agent in the account above mentioned,
whereby the Borrower’s obligation in respect of such payment shall be discharged as if
the payment had been directly received (in the relevant proportion) by the Lenders.






	28.3	 	Partial payments






	 	28.3.1	 	If the Agent receives a payment that is insufficient to discharge all the
amounts then due and payable by an Obligor under the Finance Documents, the Agent shall
apply that payment towards the obligations of that Obligor under the Finance Documents
in the following order:






	 	(a)	 	first, in or towards payment of Default Interest under this
Agreement;




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	 	(b)	 	secondly, in or towards payment of accrued interest (other than
Default Interest) due but unpaid under this Agreement;
	 
	 	(c)	 	thirdly, in or towards payment of fees and commissions under the
Finance Documents;
	 
	 	(d)	 	fourthly, in or towards payment of indemnities and additional costs
under the Finance Documents;
	 
	 	(e)	 	fifth, in or towards payment of judicial costs; and
	 
	 	(f)	 	sixth, in or towards payment of any principal outstandings due but
unpaid under this Agreement.






	 	28.3.2	 	The Agent, subject to sub-clause  27.4.1, shall apply payments initially in
discharge of the oldest debts.
	 
	 	28.3.3	 	Any partial payment caused by the insufficiency of funds to discharge any
Obligor’s obligations will operate as a waiver of the rights of the Finance Parties
under the Finance Documents.






	28.4	 	No set-off by Obligors
	 
	 	 	All payments to be made by an Obligor under the Finance Documents shall be calculated
and be made without (and free and clear of any deduction for) set-off or counterclaim.
	 
	28.5	 	Currency of account
	 
	 	 	Euro is the currency of account and payment for any sum due from an Obligor under any
Finance Document.
	 
	29.	 	SET-OFF
	 
	 	 	A Finance Party may set off any matured obligation due from an Obligor under the
Finance Documents (to the extent beneficially owned by that Finance Party) against any
matured obligation owed by that Finance Party to that Obligor, regardless of the place of
payment, booking branch or currency of either obligation. If the obligations are in
different currencies, the Finance Party may convert either obligation at a market rate of
exchange in its usual course of business for the purpose of the set-off.
	 
	30.	 	NOTICES
	 
	30.1	 	Communications in writing
	 
	 	 	Save as otherwise expressly stated, any communication to be made under or in connection
with the Finance Documents shall be made by letter, telex, telefax or any other form
(including electronic communications) which allows acknowledgement of receipt.
	 
	30.2	 	Addresses
	 
	 	 	The addresses and other communication details of the Parties are the ones contained in
 Schedule 8 (Information for Notices). Any substitution in the details contained in
 Schedule 8 (Information for Notices) shall be notified to the Agent or the Borrower, as
applicable, by not less than 5 days’ notice.




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	31.	 	CALCULATIONS, CERTIFICATES AND ENFORCEMENT
	 
	31.1	 	For the purposes of the Finance Documents, the Agent, acting in such capacity, will open
and record in its ledgers a special account in the name of the Borrower relating to the
Facilities, in which the Agent will debit the amount of the principal, ordinary interest,
commissions, fees, expenses, default interest, additional costs and other amounts owed by the
Borrower under the Finance Documents. In addition the Agent will credit into such special
account all the funds it receives to settle amounts owing by the Borrower under the Finance
Documents, in such a way that the balance in such account reflects at all times the total
amount owed by the Borrower under the Facilities by virtue of Finance Documents.
	 
	31.2	 	In addition to the unified account referred to in Clause  31.1 above,
each of the Finance Parties will open and record in their ledgers a special account in the
terms described in the preceding paragraph, in which the Finance Party in question will
reflect the amounts owed thereto by the Borrower under the Finance Documents, as well as the
amounts paid to the Finance Party in question by the Borrower, in such a way that the balance
in such account reflects at all times the total amount owed by the Borrower to the Finance
Party in question by virtue of the Finance Documents.






	31.3	 	Subject to Clause 22.14 (Acceleration) (according to which the declaration of the
early termination of this Agreement and the acceleration of the Facilities require the consent
of the Majority Lenders), it is expressly agreed that, in the case of any judicial claims
which may arise in relation to the Facilities, in accordance with its terms, any amounts owed
to the Agent or to any of the Finance Parties (and reflected in each of the accounts referred
to in Clauses  31.1 and  31.2 above) will be considered due, liquid
and payable.
	 
	31.4	 	For the purposes of the provisions of Section 572 of the Civil Procedure Act, the
parties expressly agree that, subject to Clause 22.14 (Acceleration) (according to which the
declaration of the early termination of this Agreement and the acceleration of the Facilities
require the consent of the Majority Lenders), enforcement may be made against the Borrower for
the amount resulting from the settlement made by the Agent or by the relevant Finance Parties
in the manner agreed by the parties to this Agreement, serving prior notice to the Borrower of
the amount resulting from the settlement. In order to bring the enforcement action, the Agent
or the relevant Finance Parties shall submit the deed of raising to a public document status
of this Agreement as well as the certificate issued by the Agent or the relevant Finance
Parties setting out the balance resulting from the settlement made and a statement of the
debit and credit items and those relating to the application of interest, attaching to the
same the certified document evidencing that the settlement was made in the manner agreed in
this Agreement.
	 
	 	 	The settlement set out in the above paragraphs shall include all the concepts or some of
them, following the Section 573.3 of the Civil Procedure Act, without implying any
resignation to any amount owed by the Borrower by virtue of this Agreement.
	 
	32.	 	VAT, TRANSFER TAX AND STAMP DUTY
	 
	 	 	The parties declare that this Agreement constitutes a transaction subject to Value
Added Tax, but exempt from the same according to section I, number 18.c of Article 20 of Law
37/1992, dated 28 December. This Agreement is not subject to Transfer Tax and Stamp




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	 	 	Duty,
in accordance with Articles 7.5 and 31.2 of the revised text of such Tax, approved by Royal
Legislative Decree 1/1993, dated 24 September.
	 
	33.	 	CALCULATION OF PERIODS OF TIME
	 
	 	 	The definitions contained in this Clause, unless stated to the contrary, will apply to
calculate the periods of time set out in the Finance Documents.
	 
	 	 	“Hours” will mean Madrid time, unless otherwise specified.
	 
	 	 	“Calendar Day” or “day” will mean all the days of the Gregorian calendar. In the case of
periods established by days, these will be understood as calendar days, unless otherwise
specified.
	 
		 	“Week” will mean the period running from a specific day until the same day of the following
week.
	 
	 	 	“Month” will mean the period running from a specific day until the day with the same number
in the following month, unless there is no day with the same number in such following month,
in which case this period will end on the last day of this following month.
	 
	 	 	“Quarter” or “three-month period” will mean the period running from a specific day until the
day with the same number in the following third month, unless there is no day with the same
number in such third month, in which case this period will end on the last day of this third
month.
	 
	 	 	“Semi-annual” or “six-month period” will mean the period running from a specific day until
the day with the same number in the following sixth month, unless there is no day with the
same number in such sixth month, in which case this period will end on the last day of this
sixth month.
	 
	 	 	“Year” or “twelve-month period” will mean the period running from a specific day until the
day with the same number in the following twelfth month, unless there is no day with the
same number in such twelfth month, in which case this period will end on the last day of
this twelfth month.
	 
	34.	 	REMEDIES, AMENDMENTS AND WAIVERS
	 
	34.1	 	Remedies and waivers
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of any Finance Party
or Secured Party, any right or remedy under the Finance Documents shall operate as a waiver,
nor shall any single or partial exercise of any right or remedy prevent any further or other
exercise or the exercise of any other right or remedy. The rights and remedies provided in
this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
	 
	34.2	 	Required consents






	 	34.2.1	 	Subject to Clause 34.3 (Exceptions) any term of the Finance Documents may be
amended or waived only with the consent of the Majority Lenders and the Borrower and
any such amendment or waiver will be binding on all Parties.




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	 	34.2.2	 	The Agent may effect, on behalf of any Finance Party, any amendment or
waiver permitted by this Clause  34.






	34.3	 	Exceptions






	 	34.3.1	 	An amendment or waiver that has the effect of changing or which relates to:






	 	(a)	 	the definition of “Majority Lenders” in Clause  1.1 (Definitions);
	 
	 	(b)	 	an extension to the date of payment of any amount under the Finance
Documents;
	 
	 	(c)	 	a reduction in the Margin or a reduction in the amount of any payment
of principal, interest, fees or commission payable other than (and subject to
paragraph (i) of this sub-clause  34.3.1) a waiver in respect of an Obligor’s
obligations under Clause  8.7 (Mandatory Prepayment; Disposal and Insurance
Proceeds);
	 
	 	(d)	 	an increase in or an extension of any Commitment;
	 
	 	(e)	 	any provision which expressly requires the consent of all the
Lenders;
	 
	 	(f)	 	Clause  6 (Finance Parties rights and obligations), Clause  23
(Changes to the Lenders) or this Clause  34;
	 
	 	(g)	 	the nature or scope of the Charged Property or the manner in which
the proceeds of enforcement of the Transaction Security are distributed
(except insofar as it relates to a sale or disposal of an asset which is the
subject of the Transaction Security where such sale or disposal is expressly
permitted under this Agreement or any other Finance Document);
	 
	 	(h)	 	the release of any Transaction Security unless permitted under this
Agreement or any other Finance Document or relating to a sale or disposal of
an asset which is the subject of the Transaction Security where such sale or
disposal is expressly permitted under this Agreement or any other Finance
Document; or
	 
	 	(i)	 	paragraphs (b), (d) and (e) of sub-clause  8.7.2, together with
paragraphs (a), (b) and (c) of sub-clause  8.11.1 to the extent that such
paragraphs refer to the same,






	 	 	 	shall not be made without the prior consent of all the Lenders.
	 
	 	34.3.2	 	An amendment or waiver which relates to the rights or obligations of the
Agent, the Arranger or the Offer Guarantee Banks may not be effected without the
consent of the Agent, the Arranger or the Offer Guarantee Banks at such time.






	34.4	 	Right of Replacement of a Single Lender






	 	34.4.1	 	If at any time any Lender does not agree to a consent, waiver, amendment or
any other variation of any provision of the Finance Documents which the Borrower has
requested and which is a matter requiring the agreement of all




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	 	 	 	Lenders and Lenders
representing (i) (if there are no Loans then outstanding) more than 85% per cent. of
the Total Commitments (or if the Total Commitments have been reduced to zero,
aggregated more than 85% per cent. of the Total Commitments immediately prior to that
reduction), or (ii) (at any other time), Lenders whose participation in the Loans then
outstanding aggregate more than 85% per cent. of all the aggregate Loans already made
at that time, have consented to such matter, then the Borrower may either (i) prepay at
par each dissident Lender’s participation (but not part thereof) in the Facilities (but
only to the extent all the rest of the Lenders accept this prepayment) or (ii) require
each dissident Lender to (and each dissident Lender shall) transfer pursuant to Clause
 23 (Changes to the Lenders) all of its rights and obligations under this Agreement to
a Lender or another bank, financial institution, trust, fund or other entity selected
by the Borrower for an amount equal to the outstanding par principal amount of each
dissident Lender’s participation in the outstanding Loans and all accrued interest and
fees and other amounts payable to each dissident Lender hereunder at the time of such
transfer. On any prepayment being made to a dissident Lender pursuant to this Clause
 34.4, its Commitment shall be cancelled in full.
	 
	 	34.4.2	 	The replacement of a Lender pursuant to this Clause  34.4 shall be subject
to the following conditions:






	 	(a)	 	neither the Agent nor any Lender shall have any obligation to the
Prisa Group to find a replacement Lender or other such entity; and
	 
	 	(b)	 	such replacement must take place no later than 30 days after the date
the Agent notified the Borrower of the failure to agree to any requested
consent, waiver or amendment to the Finance Documents.





SECTION XI

GOVERNING LAW AND JURISDICTION





	35.	 	GOVERNING LAW AND JURISDICTION
	 
	35.1	 	Governing Law
	 
	 	 	This Agreement will be governed and construed in accordance with Spanish law.


	 
	35.2	 	Jurisdiction
	 
	 	 	The Parties, expressly waiving any other forum they may be entitled to, irrevocably
submit to the jurisdiction of the Spanish Tribunals, particularly of Madrid (city), to the
extent that this is legally admissible, for the resolution of any dispute that may arise in
the fulfilment or interpretation of this Agreement.










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The Parties, stating their full conformity with the contents of this Agreement as drafted, execute
this Agreement by signing against their respective name and deliver this Agreement to the Notary
for its raising to public document status, on the date and in the place first above written.



Hereafter, at once, the Parties raise this Agreement to public document status by the execution of
a public Deed (escritura pública) certified by the Notary of Madrid Mr. Rodrigo Tena, for the
purposes of Section 517.2.4 of the Spanish Civil Procedural Law (Ley de Enjuiciamiento Civil),
Sections 1.216, 1.865, 1.924.3 and 1.929 of the Spanish Civil Code, Section 90.6 of the Spanish
Insolvency Law (Ley Concursal) and any other applicable legal provisions.





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SCHEDULE 1



Conditions Precedent



Part A



Conditions precedent to Initial Utilisation




	1.	 	Borrower






	 	(a)	 	A copy of the deed of incorporation (escritura de constitución) and the
by-laws (Estatutos) of the Borrower certified by the Secretary of the board of
directors of the Borrower.
	 
	 	(b)	 	A certificate issued by the President and the Secretary of the board of
directors of the Borrower (the signatures of which will be notarised) containing the
resolution of the board of directors of the Borrower:






	 	(i)	 	approving the terms of, and the transactions contemplated by,
the Finance Documents to which it is a party and resolving that it
execute the Finance Documents to which it is a party;
	 
	 	(ii)	 	authorising a specified person or persons to execute the
Finance Documents to which it is a party on its behalf; and
	 
	 	(iii)	 	authorising a specified person or persons, on its behalf, to
sign and/or despatch all documents and notices (including, if relevant,
any Utilisation Request and Selection Notice) to be signed and/or
despatched by it under or in connection with the Finance Documents to
which it is a party.






	2.	 	Finance Documents






	 	(a)	 	All the Fee Letters executed by all the parties thereto.
	 
	 	(b)	 	The Commitment Letter executed by all the parties thereto.
	 
	 	(c)	 	This Agreement executed by all the parties thereto.
	 
	 	(d)	 	The Counter Guarantee Agreement all the parties thereto.






	3.	 	Legal Opinions
	 
	 	 	The following legal opinions, each addressed to the Agent and the Original Lenders.






	 	(a)	 	A legal opinion of Clifford Chance LLP, legal advisers to the Arranger and the
Agent in Spain, as to Spanish law in form and substance satisfactory to the Agent.
	 
	 	(b)	 	A legal opinion of Uría Menéndez Abogados S.L.P., legal advisers to the
Borrower as to the capacity of the Borrower in respect of its entry into and the
performance of its obligations under, the Finance Documents to which they are a party
(in form and substance satisfactory to the Agent, acting reasonably).





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	4.	 	Other Documents






	 	(a)	 	The results of “know your customer” and other similar checks in relation to
the Borrower under any applicable laws and regulations being satisfactory in all
respects to the Arranger.
	 
	 	(b)	 	The Audited Individual Annual Financial Statements and the Audited
Consolidated Annual Financial Statements of the Borrower for the financial years ending
on 31 December 2005 and 31 December 2006.
	 
	 	(c)	 	The unaudited consolidated accounts of the Borrower for the period between 1
January and 30 September 2007.
	 
	 	(d)	 	For the Borrower, a financial transaction number (“numero de operación
financiera”) form PE-1, PE-2, as appropriate, duly stamped by the Bank of Spain.
	 
	 	(e)	 	A draft of the Prospectus.




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Part B



Conditions Precedent Required to be Delivered by a Guarantor




	(a)	 	An Accession Letter executed by the Guarantor and the Borrower.
	 
	(b)	 	A copy of the deed of incorporation (escritura de constitución) and the by-laws
(Estatutos) certified by the Secretary of the board of directors of each Guarantor.
	 
	(c)	 	A certificate issued by the President and the Secretary of the board of directors of
each Guarantor (the signatures of which will be notarised) containing the resolution of such
Guarantor:






	 	(i)	 	approving the terms of, and the transactions contemplated by, the
Finance Documents to which it is a party and resolving that it execute the
Finance Documents to which it is a party;
	 
	 	(ii)	 	authorising a specified person or persons to execute the Finance
Documents to which it is a party on its behalf; and
	 
	 	(iii)	 	authorising a specified person or persons, on its behalf, to sign
and/or despatch all documents and notices to be signed and/or despatched by it
under or in connection with the Finance Documents to which it is a party.






	(d)	 	In case the Guarantor is a private limited liability company (sociedad de
responsabilidad limitada), a duly notarised copy of a resolution signed by all the holders of
the issued shares in said Additional Guarantor, approving the terms of, and the transactions
contemplated by, the Finance Documents to which it is a party.
	 
	(e)	 	If available, the latest audited financial statements of the Guarantor.
	 
	(f)	 	A legal opinion of Clifford Chance LLP, legal advisers to the Agent in Spain, as to
Spanish law in form and substance satisfactory to the Agent.
	 
	(g)	 	A legal opinion of Uría Menéndez Abogados S.L.P., legal advisers to the Obligors as
to the capacity of the Guarantor in respect of its entry into and the performance of its
obligations under, the Finance Documents to which it is a party (in form and substance
satisfactory to the Agent, acting reasonably).
	 
	(h)	 	A Guarantee duly executed by the Guarantor.





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SCHEDULE 2



Requests



Part A



Utilisation Request




			
	From:	 	[Borrower]






			
	To:	 	[Agent]





Dated:




Dear Sirs




[•] – Facilities Agreement

dated [•] 2007 (the “Facilities Agreement”)





	1.	 	[We wish a Loan to be made on the following terms:





	 	 	 	 	 

	 

	 	(a) Borrower:
	 	[• ] 
	 
	 	 	 	 
	 

	 	(b) Proposed Utilisation Date:
	 	[• ] (or, if that is not a Business Day, the next Business Day)
	 
	 	 	 	 
	 

	 	(c) Facility to be utilised:
	 	[Facility A]/[Facility B]/[Revolving Facility]*
	 
	 	 	 	 
	 

	 	(d) Purpose:
	 	[• ] 
	 
	 	 	 	 
	 

	 	(e) Amount:
	 	[• ] or, if less, the Available Facility
	 
	 	 	 	 
	 

	 	(f) Interest Period:
	 	[• ] 







	5.	 	We confirm that each condition specified in Clause 4.2 (Further conditions precedent)
[in the case of a Certain Funds Utilisation during the Certain Funds Period only, subject to
Clause 4.4 (Certain Funds)] is satisfied on the date of this Utilisation Request.
	 
	6.	 	[The proceeds of this Loan should be credited to [account]].
	 
	7.	 	This Utilisation Request is irrevocable.
	 
	8.	 	Terms used in this Request which are not defined in this Request but are defined in
the Facilities Agreement shall have the meaning given to those terms in the Facilities
Agreement.





Yours faithfully




 


authorised signatory for

[insert name of Borrower]



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NOTES:






 




			
	*	 	Select the Facility to be utilised and delete references to the other Facilities.




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Part B

Selection Notice




Applicable to Term Loans




			
	From:	 	[Borrower]






			
	To:	 	[Agent]





Dated:




Dear Sirs




[ • ] – Facilities Agreement

dated [ • ] 2007 (the “Facilities Agreement”)





	1.	 	We refer to the following [Facility A Loan/Facility B Loan] with an Interest Period
ending on [ • ].
	 
	2.	 	[We request that the next Interest Period for the above [Facility A Loan/Facility B
Loan] is [ • ]].
	 
	3.	 	This Selection Notice is irrevocable.
	 
	4.	 	Terms used in this Request which are not defined in this Request but are defined in
the Facilities Agreement shall have the meaning given to those terms in the Facilities
Agreement.





Yours faithfully




 


authorised signatory for

[insert name of Relevant Borrower]



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SCHEDULE 3




Mandatory Cost Formulae





	1.	 	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the
cost of compliance with (a) the requirements of the Bank of England and/or the Financial
Services Authority (or, in either case, any other authority which replaces all or any of its
functions) or (b) the requirements of the European Central Bank.
	 
	2.	 	On the first day of each Interest Period (or as soon as possible thereafter) the Agent
shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in
accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the
Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to
the percentage participation of each Lender in the relevant Loan) and will be expressed as a
percentage rate per annum.
	 
	3.	 	The Additional Cost Rate for any Lender lending from a Facility Office in a
Participating Member State will be the percentage notified by that Lender to the Agent. This
percentage will be certified by that Lender in its notice to the Agent to be its reasonable
determination of the cost (expressed as a percentage of that Lender’s participation in all
Loans made from that Facility Office) of complying with the minimum reserve requirements of
the European Central Bank in respect of loans made from that Facility Office.
	 
	4.	 	The Additional Cost Rate for any Lender lending from a Facility Office in the United
Kingdom will be calculated by the Agent as follows:






	 	(a)	 	in relation to a sterling Loan:





	 	 	 	 	 

	 

	 	AB+C(B-D)
+ E ×0.01
100-(A+C)
	 	per cent. per annum







	 	(b)	 	in relation to a Loan in any currency other than sterling:





	 	 	 	 
	 

	 	E ×
0.01
300
	 per cent. per annum.







	 	 	Where:






	 	A	 	is the percentage of Eligible Liabilities (assuming these to be in excess of
any stated minimum) which that Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio
requirements.
	 
	 	B	 	is the percentage rate of interest (excluding the Margin and the Mandatory Cost
and, if the Loan is an Unpaid Sum, the additional rate of interest specified in
sub-clause 9.4.1) payable for the relevant Interest Period on the Loan.
	 
	 	C	 	is the percentage (if any) of Eligible Liabilities which that Lender is
required from time to time to maintain as interest bearing Special Deposits with the
Bank of England.




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	 	D	 	is the percentage rate per annum payable by the Bank of England to the Agent on
interest bearing Special Deposits.
	 
	 	E	 	is designed to compensate Lenders for amounts payable under the Fees Rules and
is calculated by the Agent as being the average of the most recent rates of charge
supplied by the Reference Banks to the Agent pursuant to paragraph 7 below and
expressed in pounds per £1,000,000.






	5.	 	For the purposes of this Schedule:






	 	(a)	 	“Eligible Liabilities” and “Special Deposits” have the meanings given to them
from time to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England;
	 
	 	(b)	 	“Fees Rules” means the rules on periodic fees contained in the FSA Supervision
Manual or such other law or regulation as may be in force from time to time in respect
of the payment of fees for the acceptance of deposits;
	 
	 	(c)	 	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules but taking into account any applicable discount
rate); and
	 
	 	(d)	 	“Tariff Base” has the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.






	6.	 	In application of the above formulae, A, B, C and D will be included in the formulae
as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting
figures shall be rounded to four decimal places.
	 
	7.	 	If requested by the Agent, each Reference Bank shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Agent, the rate of charge
payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules
in respect of the relevant financial year of the Financial Services Authority (calculated for
this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that
Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff
Base of that Reference Bank.
	 
	8.	 	Each Lender shall supply any information required by the Agent for the purpose of
calculating its Additional Cost Rate. In particular, but without limitation, each Lender
shall supply the following information on or prior to the date on which it becomes a Lender:






	 	(a)	 	the jurisdiction of its Facility Office; and
	 
	 	(b)	 	any other information that the Agent may reasonably require for such purpose.






	 	 	Each Lender shall promptly notify the Agent of any change to the information provided by it
pursuant to this paragraph.




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	9.	 	The percentages of each Lender for the purpose of A and C above and the rates of
charge of each Reference Bank for the purpose of E above shall be determined by the Agent
based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the
assumption that, unless a Lender notifies the Agent to the contrary, each Lender’s obligations
in relation to cash ratio deposits and Special Deposits are the same as those of a typical
bank from its jurisdiction of incorporation and/or establishment with a Facility Office in the
same jurisdiction as its Facility Office.
	 
	10.	 	The Agent shall have no liability to any person if such determination results in an
Additional Cost Rate which over or under compensates any Lender and shall be entitled to
assume that the information provided by any Lender or Reference Bank pursuant to paragraphs
3, 7 and 8 above is true and correct in all respects.
	 
	11.	 	The Agent shall distribute the additional amounts received as a result of the
Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based
on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3,
7 and 8 above.
	 
	12.	 	Any determination by the Agent pursuant to this Schedule in relation to a formula,
the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the
absence of manifest error, be conclusive and binding on all Parties.
	 
	13.	 	The Agent may from time to time, after consultation with the Company and the Lenders,
determine and notify to all Parties any amendments which are required to be made to this
Schedule in order to comply with any change in law, regulation or any requirements from time
to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error, be conclusive and binding
on all Parties.




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SCHEDULE 4


Form Of Accession Letter





			
	To:	 	[•] as Agent






			
	From:	 	[Member of the Prisa Group] and [the Borrower]




Dated:



Dear Sirs




[      ] – Facilities Agreement

dated [•] 2007 (the “Facilities Agreement”)





	1.	 	[Member of the Prisa Group] agrees to become a Guarantor and to be bound by the terms
of the Facilities Agreement and the other Finance Documents as a Guarantor pursuant to Clause
24.2 (Guarantors) of the Facilities Agreement. [Member of the Prisa Group] is a company duly
incorporated under the laws of [name of relevant jurisdiction] and is a limited liability
company and registered number [ • ].
	 
	2.	 	[Member of the Prisa Group] hereby confirms to each Finance Party that all funds to be
made available to it under the Finance Documents will be drawn for its own account and that
[Member of the Prisa Group] is the economic beneficiary of such funds.
	 
	3.	 	[Member of the Prisa Group’s] administrative details are as follows:
	 
	 	 	Address:
	 
	 	 	Fax No.:
	 
	 	 	Attention:
	 
	4.	 	This letter is governed by Spanish law.
	 
	5.	 	Terms which are used in this Accession Letter which are not defined in this Accession
Letter but are defined in the Facilities Agreement shall have the meaning given to those terms
in the Facilities Agreement.
	 
	 	 	[the Borrower]           [Member of the Prisa Group]





NOTES:



This Accession Letter shall be executed before a Public Notary.








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SCHEDULE 5




Form of Compliance Certificate





			
	To:	 	[•] as Agent






			
	From:	 	Promotora de Informaciones, S.A.






			
	Dated:	 	[•]





Dear Sirs




Promotora de Informaciones, S.A.– Bridge Facilities Agreement dated 20 December 2007

(as amended from time to time, the “Agreement”)





	1.	 	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the
Agreement have the same meaning when used in this Compliance Certificate unless given a
different meaning in this Compliance Certificate.
	 
	2.	 	By means of this Compliance Certificate, we confirm that we have made the financial
covenant calculations in accordance with clause 20 (Financial Covenants) of the Agreement,
regarding the [Audited Annual Consolidated Financial Statements]/[Management Accounts] dated
[•], a copy of which we attach as an annex to this Compliance Certificate.






	 	(a)	 	Total Leverage: Total Leverage, as calculated pursuant to the terms of the
Consolidated Financial Statements referred to above is [•], and this result arises from
the following calculations: [•]. Fulfilment of the said ratio: [YES/NO].
	 
	 	(b)	 	Interest Cover: Interest Cover, as calculated pursuant to the terms of the
Consolidated Financial Statements referred to above is [•], and this result arises from
the following calculations: [•]. Fulfilment of the said ratio: [YES/NO].






	3.	 	[We confirm that no Default is continuing.]





	 	 	 	 	 	 	 

	 

	 	Signed:	 	 	 	 
	 

	 	 	 	 

Chief Financial Officer
	 	 
	 

	 	 	 	of	 	 
	 

	 	 	 	Borrower	 	 
	 
	 	 	 	 	 	 
	 	 	[insert applicable certification language]
	 	 
	 
	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 	for and on behalf of	 	 
	 	 	[Auditors]	 	 






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SCHEDULE 6




Permitted acquisitions2




	 	 	 

	1
	 	2
	Year
	 	Amount in Euro
	 
	 	(million)
	 	 	 
	2007
	 	560
	 	 	 
	2008
	 	9








 




			
	2	 	Please note that these amounts do not include
the consideration to be paid for the Acquisition




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SCHEDULE 7



Existing Bank Debt



ANEXO 7 RELACIÓN DE FINANCIACIÓN EXISTENTE MARZO 2010



PÓLIZAS DE CRÉDITO

(miles de euros)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unidad	 	Límite	 	 	 	 	 	Fecha de	 	 	 	 
	de Negocio	 	Poliza	 	Moneda	 	Vencimiento	 	Tipo de Cambio	 	Importe €
	Promotora de Informaciones, S.A. (Total
Pólizas)
	 	 	150,000	 	 	EUR	 	Varios	 	 	1.0000	 	 	 	150,000.00	 
	Sogecable
	 	 	41,700	 	 	EUR	 	Varios	 	 	1.0000	 	 	 	41,700.00	 
	MEGLO — Media Global, SGPS, S.A.
	 	 	96,615	 	 	EUR	 	Varios	 	 	1.0000	 	 	 	96,615.00	 
	Kimberley Trading SA
	 	 	35,000	 	 	EUR	 	12-nov-12	 	 	1.0000	 	 	 	35,000.00	 
	Tesela P.C. Srl
	 	 	750	 	 	EUR	 	1-mar-10	 	 	1.0000	 	 	 	750.00	 
	Chip Audiovisual
	 	 	1,000	 	 	EUR	 	Varios	 	 	1.0000	 	 	 	1,000.00	 
	Antena 3 de Radio, SA
	 	 	10,000	 	 	EUR	 	17-nov-09	 	 	1.0000	 	 	 	10,000.00	 
	Cronos S.A.
	 	 	1,250	 	 	EUR	 	28-nov-10	 	 	1.0000	 	 	 	1,250.00	 
	Santillana España
	 	 	18,469	 	 	USD	 	31-mar-10	 	 	1.3482	 	 	 	13,698.74	 
	Santillana España
	 	 	20,000	 	 	USD	 	31-oct-10	 	 	1.3482	 	 	 	14,834.59	 
	Santillana España
	 	 	10,000	 	 	USD	 	31-mar-10	 	 	1.3482	 	 	 	7,417.30	 
	Constancia Editores (Portugal)
	 	 	800	 	 	EUR	 	30-jun-10	 	 	1.0000	 	 	 	800.00	 
	Constancia Editores (Portugal)
	 	 	750	 	 	EUR	 	30-jun-10	 	 	1.0000	 	 	 	750.00	 
	Aguilar Argentina
	 	 	1,000	 	 	ARS	 	28-feb-10	 	 	5.4980	 	 	 	181.88	 
	Aguilar Argentina
	 	 	300	 	 	ARS	 	30-ene-10	 	 	5.4980	 	 	 	54.57	 
	Santillana Argentina
	 	 	500	 	 	ARS	 	28-feb-10	 	 	5.4980	 	 	 	90.94	 
	Editora Moderna (Brasil)
	 	 	10,000	 	 	BRL	 	4-ene-10	 	 	2.4011	 	 	 	4,164.76	 
	Editora Moderna (Brasil)
	 	 	20,000	 	 	BRL	 	31-mar-10	 	 	2.4011	 	 	 	8,329.52	 
	Editora Moderna (Brasil)
	 	 	19,900	 	 	BRL	 	31-mar-10	 	 	2.4011	 	 	 	8,287.87	 
	Editora Moderna (Brasil)
	 	 	12,000	 	 	BRL	 	31-jul-10	 	 	2.4011	 	 	 	4,997.71	 
	Editora Objetiva (Brasil)
	 	 	500	 	 	BRL	 	28-feb-10	 	 	2.4011	 	 	 	208.24	 
	Agular Chilena de Ediciones
	 	 	50	 	 	USD	 	13-ene-10	 	 	1.3482	 	 	 	37.09	 
	Santillana del Pacífico
	 	 	1,918,264	 	 	CLP	 	13-ene-10	 	 	707.0770	 	 	 	2,712.95	 
	Editorial Santillana s.a. de c.v. (México)
	 	 	25,000	 	 	MXN	 	30-ene-10	 	 	16.8494	 	 	 	1,483.73	 
	Richmond Publishing s.a de c.v. (México)
	 	 	10,000	 	 	MXN	 	30-ene-10	 	 	16.8494	 	 	 	593.49	 
	Editorial Nuevo México
	 	 	3,000	 	 	MXN	 	30-ene-10	 	 	16.8494	 	 	 	178.05	 
	Santillana Ediciones Generales s.a. de
c.v. (México)
	 	 	12,000	 	 	MXN	 	30-ene-10	 	 	16.8494	 	 	 	712.19	 
	Santillana Venezuela
	 	 	3,000	 	 	VEB	 	21-nov-09	 	 	5.7973	 	 	 	517.48	 
	Santillana Venezuela
	 	 	4,000	 	 	VEB	 	3-dic-09	 	 	5.7973	 	 	 	689.98	 
	Santillana Venezuela
	 	 	10,000	 	 	VEB	 	6-nov-09	 	 	5.7973	 	 	 	1,724.94	 
	Santillana Venezuela
	 	 	5,000	 	 	VEB	 	17-dic-09	 	 	5.7973	 	 	 	862.47	 
	Santillana Venezuela
	 	 	5,000	 	 	VEB	 	18-feb-10	 	 	5.7973	 	 	 	862.47	 
	EDUCTRADE
	 	 	500	 	 	USD	 	6-mar-10	 	 	1.3482	 	 	 	370.86	 
	IUP
	 	 	1,000	 	 	EUR	 	26-jul-10	 	 	1.0000	 	 	 	1,000.00	 
	Santillana Colombia
	 	 	1,290	 	 	COP	 	31-oct-09	 	 	2.5931	 	 	 	497.47	 
	Santillana Colombia
	 	 	1,100	 	 	COP	 	30-nov-09	 	 	2.5931	 	 	 	424.20	 
	Santillana Colombia
	 	 	3,000	 	 	COP	 	13-feb-10	 	 	2.5931	 	 	 	1,156.92	 
	Richmond Colombia
	 	 	500	 	 	COP	 	20-mar-10	 	 	2.5931	 	 	 	192.82	 
	Richmond Colombia
	 	 	2,000	 	 	COP	 	13-feb-10	 	 	2.5931	 	 	 	771.28	 
	Richmond Colombia
	 	 	3,000	 	 	COP	 	6-abr-10	 	 	2.5931	 	 	 	1,156.92	 
	Dagata Colombia
	 	 	1,210	 	 	COP	 	31-oct-09	 	 	2.5931	 	 	 	466.62	 






Nota: Los tipos de cambio de las diferentes divisas han sido tomados a la fecha de cierre del mes
de Marzo 2010.




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PRESTAMOS

(miles de euros)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unidad	 	 	 	 	 	 	 	 	 	Fecha de	 	 	 	 
	de Negocio	 	Importe	 	Moneda	 	Vencimiento	 	Tipo de Cambio	 	Importe €
	Promotora de Informaciones, S.A.
	 	 	1,717,305	 	 	EUR	 	19-may-13	 	 	1.0000	 	 	 	1,717,305.00	 
	Promotora de Informaciones, S.A.
	 	 	1,835,837	 	 	EUR	 	31-mar-10	 	 	1.0000	 	 	 	1,835,837.07	 
	Promotora de Informaciones, S.A.
	 	 	134,000	 	 	EUR	 	19-may-13	 	 	1.0000	 	 	 	134,000.00	 
	Sogecable
	 	 	450,000	 	 	EUR	 	31-dic-11	 	 	1.0000	 	 	 	450,000.00	 
	Sogecable
	 	 	300,000	 	 	EUR	 	31-dic-11	 	 	1.0000	 	 	 	300,000.00	 
	Tesela Producciones Cinematográficas, S.L.
	 	 	570	 	 	EUR	 	12-dic-12	 	 	1.0000	 	 	 	570.00	 
	Tesela Producciones Cinematográficas, S.L.
	 	 	285	 	 	EUR	 	10-ago-12	 	 	1.0000	 	 	 	285.00	 
	Tesela Producciones Cinematográficas, S.L.
	 	 	879	 	 	EUR	 	3-jul-05	 	 	1.0000	 	 	 	879.00	 
	Promotora de Emisoras de Televisión, S.A.
	 	 	3,333	 	 	EUR	 	7-ene-11	 	 	1.0000	 	 	 	3,333.00	 
	Promotora de Emisoras de Televisión, S.A.
	 	 	12,000	 	 	EUR	 	30-abr-11	 	 	1.0000	 	 	 	12,000.00	 
	RADIO DIFUSORA NAVARRA
	 	 	295	 	 	EUR	 	16-abr-23	 	 	1.0000	 	 	 	295.40	 
	SOCIEDAT DE COMUNICACIO I PUBLICITAT
	 	 	89	 	 	EUR	 	30-ago-14	 	 	1.0000	 	 	 	88.85	 
	Grupo Latino de Publicidad Colombia
	 	 	988	 	 	COP	 	15-dic-10	 	 	2.5931	 	 	 	381.15	 
	Merchandising on Stage, S.L.
	 	 	8	 	 	EUR	 	5-jun-10	 	 	1.0000	 	 	 	7.50	 






Nota: Los tipos de cambio de las diferentes divisas han sido tomados a la fecha de cierre del mes
de Marzo 2010.




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OTRA DEUDA FINANCIERA

(miles de euros)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unidad	 	 	 	 	 	 	 	 	 	Fecha de	 	 	 	 
	de Negocio	 	Saldo	 	Moneda	 	Vencimiento	 	Tipo de Cambio	 	Importe €
	Sogecable
	 	 	1,821	 	 	EUR	 	8-nov-11	 	 	1.0000	 	 	 	1,821.17	 
	Sogecable
	 	 	5,026	 	 	EUR	 	3-may-13	 	 	1.0000	 	 	 	5,025.90	 
	Television de Oviedo
	 	 	129	 	 	EUR	 	30-nov-12	 	 	1.0000	 	 	 	129.00	 
	Television de Oviedo
	 	 	73	 	 	EUR	 	30-nov-12	 	 	1.0000	 	 	 	73.00	 
	DISTRITOLEDO, S.L.
	 	 	14	 	 	EUR	 	27-sep-12	 	 	1.0000	 	 	 	14.00	 
	Santillana del Pacífico (Chile)
	 	 	159	 	 	UF	 	1-nov-11	 	 	1.3482	 	 	 	117.94	 
	Santillana Puerto Rico
	 	 	31	 	 	USD	 	31-oct-09	 	 	1.3482	 	 	 	22.99	 
	Santillana Puerto Rico
	 	 	51	 	 	USD	 	31-dic-10	 	 	1.3482	 	 	 	37.83	 
	Santillana Puerto Rico
	 	 	70	 	 	USD	 	9-jun-13	 	 	1.3482	 	 	 	51.92	 
	MCE Media capital edicoes LDA
	 	 	18	 	 	EUR	 	1-ene-12	 	 	1.0000	 	 	 	18.00	 
	MCE Media capital edicoes LDA
	 	 	17	 	 	EUR	 	5-feb-12	 	 	1.0000	 	 	 	17.00	 
	MEDIA CAPITAL – Editora Multimédia, S.A.
	 	 	12	 	 	EUR	 	 	 	 	 	 	1.0000	 	 	 	11.56	 
	MEDIA CAPITAL – Editora Multimédia, S.A.
	 	 	7	 	 	EUR	 	 	 	 	 	 	1.0000	 	 	 	6.84	 
	MEDIA CAPITAL – Editora Multimédia, S.A.
	 	 	10	 	 	EUR	 	 	 	 	 	 	1.0000	 	 	 	9.62	 
	EMAV Empresa de Meios Audiovisuais Lda.
	 	 	5	 	 	EUR	 	5-ago-07	 	 	1.0000	 	 	 	4.62	 
	EMAV Empresa de Meios Audiovisuais Lda.
	 	 	5	 	 	EUR	 	25-jul-07	 	 	1.0000	 	 	 	4.61	 
	EMAV Empresa de Meios Audiovisuais Lda.
	 	 	100	 	 	EUR	 	2-jun-09	 	 	1.0000	 	 	 	100.45	 
	TVI – Televisão Independente, S.A.
	 	 	395	 	 	EUR	 	15-ago-08	 	 	1.0000	 	 	 	394.88	 
	TVI – Televisão Independente, S.A.
	 	 	124	 	 	EUR	 	15-ago-08	 	 	1.0000	 	 	 	124.14	 
	TVI – Televisão Independente, S.A.
	 	 	261	 	 	EUR	 	15-sep-08	 	 	1.0000	 	 	 	260.79	 
	TVI – Televisão Independente, S.A.
	 	 	120	 	 	EUR	 	15-oct-08	 	 	1.0000	 	 	 	119.52	 
	TVI – Televisão Independente, S.A.
	 	 	176	 	 	EUR	 	1-nov-08	 	 	1.0000	 	 	 	175.58	 
	TVI – Televisão Independente, S.A.
	 	 	192	 	 	EUR	 	15-nov-08	 	 	1.0000	 	 	 	192.35	 
	TVI – Televisão Independente, S.A.
	 	 	42	 	 	EUR	 	20-may-09	 	 	1.0000	 	 	 	41.95	 
	TVI – Televisão Independente, S.A.
	 	 	239	 	 	EUR	 	20-may-09	 	 	1.0000	 	 	 	238.86	 
	TVI – Televisão Independente, S.A.
	 	 	131	 	 	EUR	 	2-jun-09	 	 	1.0000	 	 	 	130.69	 
	Plural Entertainment Portugal S.A.
	 	 	1	 	 	EUR	 	7-mar-07	 	 	1.0000	 	 	 	0.67	 
	Plural Entertainment Portugal S.A.
	 	 	3	 	 	EUR	 	7-abr-07	 	 	1.0000	 	 	 	2.73	 
	Plural Entertainment Portugal S.A.
	 	 	2	 	 	EUR	 	15-abr-07	 	 	1.0000	 	 	 	1.75	 
	Plural Entertainment Portugal S.A.
	 	 	6	 	 	EUR	 	 	 	 	 	 	1.0000	 	 	 	5.68	 
	Plural Entertainment Portugal S.A.
	 	 	23	 	 	EUR	 	11-dic-07	 	 	1.0000	 	 	 	22.96	 
	Plural Entertainment Portugal S.A.
	 	 	72	 	 	EUR	 	26-dic-07	 	 	1.0000	 	 	 	72.41	 
	Plural Entertainment Portugal S.A.
	 	 	11	 	 	EUR	 	26-dic-07	 	 	1.0000	 	 	 	11.45	 
	Plural Entertainment Portugal S.A.
	 	 	14	 	 	EUR	 	26-dic-07	 	 	1.0000	 	 	 	13.72	 
	Plural Entertainment Portugal S.A.
	 	 	3	 	 	EUR	 	26-dic-07	 	 	1.0000	 	 	 	2.64	 
	Plural Entertainment Portugal S.A.
	 	 	21	 	 	EUR	 	26-dic-07	 	 	1.0000	 	 	 	20.87	 
	Plural Entertainment Portugal S.A.
	 	 	9	 	 	EUR	 	2-jun-09	 	 	1.0000	 	 	 	8.98	 
	Grupo Media Capital SGPS, S.A.
	 	 	20	 	 	EUR	 	 	 	 	 	 	1.0000	 	 	 	19.80	 






Nota: Los tipos de cambio de las diferentes divisas han sido tomados a la fecha de cierre del mes
de Marzo 2010.





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SCHEDULE 8




Information for Notices




	(1)	 	For the Borrower and the rest of Obligors:
	 
	 	 	Promotora de Informaciones S.A.





	 	 	 	 	 

	 

	 	Address:
	 	Gran Vía 32. 28013 Madrid
	 
	 	 	 	 
	 

	 	Phone:
	 	+ 34 91 330 10 12 
	 
	 	 	 	 
	 

	 	Fax:
	 	+ 34 91 330 10 70 
	 
	 	 	 	 
	 

	 	Attention:
	 	Secretario General
	 
	 	 	 	 
	 

	 	C/c:
	 	Dirección Financiera
	 
	 	 	 	 
	 

	 	Phone:
	 	+34 91 330 11 18 
	 
	 	 	 	 
	 

	 	Fax:
	 	+34 91 330 10 88 







	(2)	 	For the Agent:
	 
	 	 	HSBC Bank plc, Sucursal en España





	 	 	 	 	 

	 

	 	Address:
	 	Torre Picasso planta 33. Plaza de Pablo Ruiz Picasso s/n. 28020 Madrid
	 
	 	 	 	 
	 

	 	Phone:
	 	+ 34 91 456 6175
	 
	 	 	 	 
	 

	 	Fax:
	 	+ 34 91 456 6113
	 
	 	 	 	 
	 

	 	E-mail:
	 	francisconeira@hsbc.com / javierrubio@hsbc.com
	 
	 	 	 	 
	 

	 	Attention:
	 	Francisco Neira / Javier Rubio







	(3)	 	For the Original Lenders:
	 
	 	 	HSBC Bank plc





	 	 	 	 	 

	 

	 	Address:
	 	Level 3, 8 Canada Square, London E14 5HQ
	 
	 	 	 	 
	 

	 	Phone:
	 	+ 44 (0)20 7991 1458
	 
	 	 	 	 
	 

	 	Fax:
	 	+ 44 (0)20 7992 4989
	 
	 	 	 	 
	 

	 	E-mail:
	 	graham.tufts@hsbcib.com; rachel.c.watson@hsbcib.com
	 
	 	 	 	 
	 

	 	Attention:
	 	Graham Tufts/ Rachel Watson







	(4)	 	For the Original Offer Guarantee Bank:
	 
	 	 	HSBC Bank plc





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	 	Address:
	 	Level 3, 8 Canada Square, London E14 5HQ
	 
	 	 	 	 
	 

	 	Phone:
	 	+ 44 (0)20 7991 1458
	 
	 	 	 	 
	 

	 	Fax:
	 	+ 44 (0)20 7992 4989
	 
	 	 	 	 
	 

	 	E-mail:
	 	graham.tufts@hsbcib.com; rachel.c.watson@hsbcib.com
	 
	 	 	 	 
	 

	 	Attention:
	 	Graham Tufts/ Rachel Watson






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SCHEDULE 9





Form of First Demand
Guarantee3




	 	 	Capitalised terms used in this guarantee shall have the same meaning as in the bridge
facilities agreement dated [ ] between Promotora de Informaciones S.A. as borrower and
others relating to facilities in an aggregate amount of up to Euro [ ], a copy of which is
annexed hereto as Schedule [ ] (Bridge Facilities Agreement) (hereinafter, the “Bridge
Facilities Agreement”).
	 
	1)	 	Notwithstanding the unlimited personal liability of the Borrower, each of the
Guarantors hereby constitutes in favour of the Finance Parties, each of which accept the
same, a first demand guarantee (Garantía a Primer Requerimiento) guaranteeing, jointly and
severally, performance by the Borrower of its payment obligations under the Finance
Documents (including principal, accrued interest, fees, expenses and any other unpaid
sum), on the same terms and conditions established for the Borrower in the Finance
Documents.
	 
	2)	 	This guarantee (i) is a continuing guarantee, (ii) will extend to the ultimate
balance of amounts payable by the Borrower under the Finance Documents, regardless of any
intermediate payment or discharge in whole or in part, or any extension, renewal, novation
or amendment (however fundamental and whether express or tacit) of a Finance Document, and
therefore (iii) will continue in full force and effect until the payment obligations of
the Borrower under the Finance Documents have been fully and irrevocably paid or
discharged and the Total Commitments reduced to nil.
	 
	3)	 	Each of the Guarantors expressly acknowledges that this guarantee is constituted as a
first demand guarantee (Garantía a Primer Requerimiento) and not as a bond such as
established in Sections 1822 et seq. of the Spanish Civil Code, and therefore the benefits
of order, division and surety are not applicable.
	 
	4)	 	As a consequence of the above, the obligations of each Guarantor under this guarantee
are of an autonomous and abstract nature, will continue in full force and effect and will
not be affected by any unenforceability, illegality or invalidiy of any obligation of any
Obligor under any Finance Document, in which case each of the Guarantors jointly and
severally shall indemnify each Finance Party immediately on demand against any cost, loss
or liability suffered by that Finance Party.
	 
	 	 	Moreover, each of the Guarantors expressly declares that its obligations under this
Guarantee will not be affected by any act of any of the Finance Parties in respect of the
agreement which, as the case may be, might arise as a result of insolvency proceedings
relating to the Borrower (including, for the avoidance of doubt, the approval of such
agreement by any Finance Party).
	 
	 	 	Any claims arising under this guarantee will be made by the Agent in the name and on behalf
of the affected Finance Parties.







 




			
	3	 	This Guarantee shall be executed before a
Public Notary




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	 	 	Any claim made under this guarantee only requires specification in respect of the amount
claimed and a statement that the Borrower has breached its payment obligations under the
Finance Documents, which breach has not been remedied within the applicable cure period,
and upon such claim the Guarantor shall immediately pay that amount.






	 	 	Each of the Guarantors expressly waives the right to carry out any investigation, seek any
confirmation from any other person, make any challenge or claim any compensation or set-off
of any nature whatsoever against the Finance Parties, except for any challenge or claim
based on the actual payment of the guaranteed obligations.






	 	 	If a Guarantor fails to pay immediately on demand any amount payable by it under the
guarantee constituted herein, interest shall accrue on the overdue amount from the due date
up to the date of actual payment in accordance with the provisions of Clause 9.4 (Default
Interest) of the Bridge Facilities Agreement.






	 	 	The guarantee of each Guarantor shall continue in full force and effect until the payment
obligations of the Borrower have been fully and irrevocably paid or discharged and the
Total Commitments reduced to nil, regardless of any intermediate claim made by the Finance
Parties thereunder. This guarantee of each Guarantor is in addition to and is not in any
way prejudiced by any other guarantee or security now or subsequently held by any Finance
Party.






	 	 	For the purposes of determining the amounts the Finance Parties may claim from time to time
under this guarantee each Guarantor expressly acknowledges and ratifies Clause 31
(Calculations, Certificates and Enforcement) of the Bridge Facilities Agreement.






	 	 	Until all amounts which may be or become payable by the Borrower under or in connection
with the Finance Documents have been irrevocably paid in full and unless the Agent
otherwise directs, no Guarantor will exercise any rights which it may have by reason of
performance by it of its obligations under the Finance Documents:






	a)	 	to be indemnified by an Obligor;






	b)	 	to claim any contribution from any other Guarantor of any Obligor’s obligations
under the Finance Documents; and/or






	c)	 	to take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Finance Parties under the Finance Documents or of any
other guarantee or security taken pursuant to, or in connection with, the Finance
Documents by any Finance Party.






	 	 	The liability of each Spanish Guarantor under this guarantee shall not include any
obligation or liability which could cause the financial assistance limitations provided,
where the Spanish Guarantor is a Joint Stock Company (Sociedad Anonima) in Section 81 of
the Spanish Law on Joint Stock Companies (Ley de Sociedades Anónimas) or, where the Spanish
Guarantor is a Limited Liability Company (Sociedad de Responsabilidad Limitada), Section 40
of the Spanish Law on Limited Liability Companies (Ley de Sociedades de Responsabilidad
Limitada) to be breached.




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	 	 	Notwithstanding the provisions above, this guarantee shall be automatically cancelled with
respect to any Guarantor that ceases to be: (i) a Prisa Subsidiary (provided that any
Disposal of a Prisa Subsidiary shall comply with Clause 21.9 (Disposals) of the Bridge
Facilities Agreement); or (ii) a Material Prisa Subsidiary (as calculated by reference to
the most recent Audited Consolidated Annual Financial Statements).






	 	 	Likewise, this guarantee shall be automatically cancelled with respect to a certain
Guarantor, upon the written notice of the Borrower to the Agent identifying such Guarantor
which notice shall provide a certificate (together with supportive calculations set out in
reasonable detail and reasonably information to evidence) certifying that after the relase
of such Guarantor from its obligations under this guarantee, Clause 21.20 (Guarantor
Coverage) of the Bridge Facilities Agreement shall be complied with.




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SCHEDULE 10




Existing Intragroup Financial Indebtedness



	 	 	 	 	 
	 	 	Mill. €
	PRISA TO MEDIA CAPITAL
	 	 	26.1	 
	 
	 	 	 	 
	PRISA TO UNIÓN RADIO
	 	 	2.8	 
	 
	 	 	 	 
	PRISA TO DÉDALO [•]
	 	 	92.4	 






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SCHEDULE 11




Existing Intragroup Guarantees



	 	 	 	 	 
	 	 	Mill. €
	PRISA TO DÉDALO [•]
	 	 	130.0	 
	 
	PRISA TO [IBERBANDA]
	 	 	28.8	 






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SCHEDULE 12




Permitted Dividend Payments


- Grupo Santillana: Distribution of a 7% of the investment made by DLJSAP.



- Unión Radio: Distribution of the highest of: (i) 50% of the net profit; and (ii) 30% of the
earnings before taxes.



- New shareholder: At least a 7% of the amount of the preferred shares on an annual basis.



- Digital+: At least a 50% of the annual distributable profit and losses.







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SIGNATURES




Borrower: PROMOTORA DE INFORMACIONES S.A.




By: Mr. Juan Luis Cebrián Echarri




Agent: HSBC BANK PLC SUCURSAL EN ESPAÑA




By: Mr. Francisco Javier Neira Menéndez and Mr. Mark Hall




Arranger: HSBC BANK PLC




By: Mr. Francisco Javier Neira Menéndez and Mr. Mark Hall




Underwriter: HSBC BANK PLC




By: Mr. Francisco Javier Neira Menéndez and Mr. Mark Hall




Original Offer Guarantee Bank: HSBC BANK PLC




By: Mr. Francisco Javier Neira Menéndez and Mr. Mark Hall




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