exv4w1







 




    Exhibit 4.1




 




    FORM OF
    AMENDMENT NO. 1 TO



 




    SECOND
    AMENDED AND RESTATED WARRANT AGREEMENT



 



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



 



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



 



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



 



    WHEREAS, on March 5, 2010, the Company entered into
    a Business Combination Agreement (as amended from time to time,
    the “Business Combination Agreement”) with
    PRISA (and subsequently joined by Liberty Virginia), pursuant to
    which, upon the consummation of the transactions contemplated by
    the Business Combination Agreement, the stockholders of the
    Company will come to own newly issued American Depositary
    Receipts representing newly issued (i) Class A
    Ordinary Shares of PRISA and (ii) convertible non-voting
    shares (acción sin voto convertible) of PRISA;



 



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



 



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



 



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



 



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



 



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



 



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



 



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





    

    1








 







    1. Amendment of Existing Warrant Agreement.



 



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



 



    “6 Mandatory Exchange of Securities.



 



    6.1 Definitions.



 



    Capitalized terms used in this Section 6, but not otherwise
    defined in this Agreement, shall have the meanings given to such
    terms in the Business Combination Agreement, dated as of
    March 5, 2010, by and between Promotora de Informaciones,
    S.A., a sociedad anónima organized under the laws of
    Spain (“PRISA”) and Liberty Acquisition
    Holdings Corp. (the “Business Combination
    Agreement”), a copy of which is included in the PRISA
    prospectus dated
    [          ],
    2010 and previously delivered to Registered Holders in
    connection with soliciting consents for Amendment No. 1 to
    this Agreement.



 



    6.2 Exchange.



 



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



 



    (i) a payment by Liberty Virginia in cash in the amount of
    US$1.043195 (the “Cash Consideration”) to be
    delivered by or at the direction of Liberty Virginia;



 



    (ii) the exchange by PRISA of 0.115327 newly issued PRISA
    Class A Ordinary Shares (the “Ordinary Share
    Consideration”) to be delivered by PRISA to the
    Depositary as provided for herein; and



 



    (iii) the exchange by PRISA of 0.05534 newly issued PRISA
    Convertible Non-Voting Shares (the “Convertible
    Non-Voting Share Consideration”, and together with the
    Cash Consideration and the Ordinary Share Consideration, the
    “Consideration”) to be delivered by PRISA to
    the Depositary as provided for herein.



 



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



 



    6.3 Delivery of Consideration.



 



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



 



    6.3.2 The aggregate Cash Consideration payable to each
    former Registered Holder shall be rounded down to the nearest
    whole cent after multiplying the aggregate number of outstanding
    Warrants held by such former Registered Holder by the Cash
    Consideration. By way of example, a Registered Holder of 10,500
    outstanding warrants would receive aggregate Cash Consideration
    of $10,953.54.



 



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





    

    2








 







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



 



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



 



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



 



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



 



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



 



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



 



    2. Miscellaneous Provisions.



 



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



 



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



 



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



 



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



 



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



 



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





    

    3








 







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



 



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



 



    [Signatures Appear on Following Page]





    

    4








 







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



 



    LIBERTY ACQUISITION HOLDINGS CORP.



 



    By: 







    Name: 








    Title: 






 



    LIBERTY ACQUISITION HOLDINGS VIRGINIA, INC.




 



    By: 







    Name: 








    Title: 








 



    CONTINENTAL STOCK TRANSFER & TRUST COMPANY



 


    By: 







    Name: 








    Title: 






 



    PROMOTORA DE INFORMACIONES, S.A.



 



    By: 







    Name: 








    Title: 






 



    [Signature Page to Warrant Agreement Amendment]





    

    5