425

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 16, 2010 (August 13, 2010)

LIBERTY ACQUISITION HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

001-33862
(Commission File Number) 26-0490500
(IRS Employer Identification Number)

1114 Avenue of the Americas, 41^st Floor
New York, New York 10036
(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 380-2230

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þ     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 3.02. Unregistered Sales of Securities.
	Item 5.03. Amendment of Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-10.1
EX-10.2

ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

     ON MAY 7, 2010, IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION (THE “BUSINESS COMBINATION”) BETWEEN PROMOTORA DE INFORMACIONES, S.A. (“PRISA”) AND LIBERTY ACQUISITION HOLDINGS CORP. (“LIBERTY”), PRISA FILED A REGISTRATION STATEMENT ON FORM F-4 (THE “REGISTRATION STATEMENT”) WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) THAT INCLUDES A PRELIMINARY PROXY STATEMENT OF LIBERTY FOR THE PROPOSED BUSINESS COMBINATION AND PROPOSED WARRANT AMENDMENT THAT WILL ALSO CONSTITUTE A PROSPECTUS OF PRISA. PRISA EXPECTS TO FILE AN AMENDMENT TO ITS REGISTRATION STATEMENT WHICH WILL, AMONG OTHER THINGS, REFLECT THE TERMS OF THE AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT ENTERED INTO BETWEEN PRISA AND LIBERTY ON AUGUST 4, 2010 (THE “AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT”). LIBERTY INTENDS TO MAIL A DEFINITIVE PROXY STATEMENT/PROSPECTUS FOR THE PROPOSED BUSINESS COMBINATION AND PROPOSED WARRANT AMENDMENT TO ITS STOCKHOLDERS AND WARRANTHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED BUSINESS COMBINATION. LIBERTY STOCKHOLDERS AND WARRANTHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING LIBERTY, PRISA, THE PROPOSED BUSINESS COMBINATION, THE PROPOSED WARRANT AMENDMENT AND RELATED MATTERS.

     STOCKHOLDERS AND WARRANTHOLDERS MAY OBTAIN A COPY OF THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AND ANY OTHER DOCUMENTS FILED BY LIBERTY OR PRISA WITH THE SEC, FREE OF CHARGE, AT THE SEC’S WEBSITE (WWW.SEC.GOV) OR BY SENDING A REQUEST TO LIBERTY, 1114 AVENUE OF THE AMERICAS, 41ST FLOOR, NEW YORK, NEW YORK 10036, OR BY CALLING LIBERTY AT (212) 380-2230. PRISA WILL ALSO FILE CERTAIN DOCUMENTS WITH THE SPANISH COMISIÓN NACIONAL DEL MERCADO DE VALORES (THE “CNMV”) IN CONNECTION WITH ITS SHAREHOLDERS’ MEETING TO BE HELD IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION, WHICH WILL BE AVAILABLE ON THE CNMV’S WEBSITE AT WWW.CNMV.ES.

     LIBERTY AND ITS DIRECTORS AND OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM LIBERTY’S STOCKHOLDERS IN RESPECT OF THE PROPOSED BUSINESS COMBINATION AND FROM THE WARRANTHOLDERS OF LIBERTY IN CONNECTION WITH THE PROPOSED WARRANT AMENDMENT. INFORMATION REGARDING THE OFFICERS AND DIRECTORS OF LIBERTY IS AVAILABLE IN LIBERTY’S PRELIMINARY PROXY STATEMENT CONTAINED IN THE REGISTRATION STATEMENT, WHICH HAS BEEN FILED WITH THE SEC. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF SUCH POTENTIAL PARTICIPANTS IS ALSO INCLUDED IN THE REGISTRATION STATEMENT (AND WILL BE INCLUDED IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS) AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE SEC.

     PRISA AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF LIBERTY IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AND FROM THE WARRANTHOLDERS OF LIBERTY IN CONNECTION WITH THE PROPOSED WARRANT

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AMENDMENT. INFORMATION REGARDING THE INTERESTS OF THESE DIRECTORS AND EXECUTIVE OFFICERS IN THE BUSINESS COMBINATION IS INCLUDED IN THE REGISTRATION STATEMENT (AND WILL BE INCLUDED IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS) AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE SEC.

     THIS REPORT MAY INCLUDE “FORWARD LOOKING STATEMENTS” WITHIN THE MEANING OF THE “SAFE HARBOR” PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF WORDS SUCH AS “ANTICIPATE”, “BELIEVE”, “EXPECT”, “ESTIMATE”, “PLAN”, “OUTLOOK”, AND “PROJECT” AND OTHER SIMILAR EXPRESSIONS THAT PREDICT OR INDICATE FUTURE EVENTS OR TRENDS OR THAT ARE NOT STATEMENTS OF HISTORICAL MATTERS. INVESTORS ARE CAUTIONED THAT SUCH FORWARD LOOKING STATEMENTS WITH RESPECT TO REVENUES, EARNINGS, PERFORMANCE, STRATEGIES, PROSPECTS AND OTHER ASPECTS OF THE BUSINESSES OF PRISA, LIBERTY AND THE COMBINED GROUP AFTER COMPLETION OF THE PROPOSED BUSINESS COMBINATION ARE BASED ON CURRENT EXPECTATIONS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES. A NUMBER OF FACTORS COULD CAUSE ACTUAL RESULTS OR OUTCOMES TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: (1) THE OCCURRENCE OF ANY EVENT, CHANGE OR OTHER CIRCUMSTANCES THAT COULD GIVE RISE TO THE TERMINATION OF THE AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT; (2) THE OUTCOME OF ANY LEGAL PROCEEDINGS THAT MAY BE INSTITUTED AGAINST PRISA AND OTHERS FOLLOWING ANNOUNCEMENT OF THE AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT AND TRANSACTIONS CONTEMPLATED THEREIN; (3) THE INABILITY TO COMPLETE THE TRANSACTIONS CONTEMPLATED BY THE AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT DUE TO THE FAILURE TO OBTAIN LIBERTY STOCKHOLDER APPROVAL, LIBERTY WARRANTHOLDER APPROVAL OR PRISA SHAREHOLDER APPROVAL; (4) DELAYS IN OBTAINING, ADVERSE CONDITIONS CONTAINED IN, OR THE INABILITY TO OBTAIN NECESSARY REGULATORY APPROVALS REQUIRED TO COMPLETE THE TRANSACTIONS CONTEMPLATED BY THE AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT; (5) THE RISKS THAT PRISA’S PLANNED ASSET DISPOSITIONS AND/OR RESTRUCTURING OF ITS CREDIT FACILITIES WILL FAIL TO BE COMPLETED OR FAIL TO BE COMPLETED ON THE TERMS CURRENTLY ANTICIPATED OR THAT PRISA WILL NOT RECEIVE THE NECESSARY CONSENTS UNDER ITS REFINANCING MASTER AGREEMENT TO THE TERMS OF THE BUSINESS COMBINATION; (6) THE RISK THAT HOLDERS OF MORE THAN 80 MILLION SHARES OF LIBERTY COMMON STOCK WILL ELECT TO RECEIVE CASH OR WILL ELECT TO REDEEM THEIR SHARES; (7) THE RISK THAT OTHER CONDITIONS TO CLOSING MAY NOT BE SATISFIED; (8) THE RISK THAT SECURITIES MARKETS WILL REACT NEGATIVELY TO THE BUSINESS COMBINATION OR OTHER ACTIONS BY PRISA AND THE HOLDERS OF LIBERTY COMMON STOCK WILL NOT FIND THIS TO BE MORE ATTRACTIVE THAN THE FORMER TERMS OF THE BUSINESS COMBINATION OR HAVE A DIFFERENT VIEW OF THE VALUE AND LONG-TERM PROSPECTS OF PRISA; (9) THE RISK THAT THE PROPOSED TRANSACTION DISRUPTS CURRENT PLANS AND OPERATIONS AS A RESULT OF THE ANNOUNCEMENT AND CONSUMMATION OF THE TRANSACTIONS DESCRIBED HEREIN; (10) THE ABILITY TO RECOGNIZE THE ANTICIPATED BENEFITS OF THE COMBINATION OF PRISA AND LIBERTY AND OF PRISA TO TAKE ADVANTAGE OF STRATEGIC OPPORTUNITIES; (11) COSTS RELATED TO THE PROPOSED BUSINESS COMBINATION; (12) THE LIMITED LIQUIDITY AND TRADING OF LIBERTY’S SECURITIES; (13) CHANGES IN APPLICABLE LAWS OR REGULATIONS; (14) THE POSSIBILITY THAT PRISA MAY BE ADVERSELY AFFECTED BY OTHER ECONOMIC, BUSINESS, AND/OR COMPETITIVE FACTORS; AND (15) OTHER RISKS

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AND UNCERTAINTIES INDICATED FROM TIME TO TIME IN PRISA’S OR LIBERTY’S FILINGS WITH THE SEC.

     READERS ARE REFERRED TO LIBERTY’S MOST RECENT REPORTS FILED WITH THE SEC, INCLUDING ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009 AND ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2010. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON ANY FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE, AND LIBERTY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE THE FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

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Item 1.01. Entry into a Material Definitive Agreement.

Preferred Stock Purchase Agreements for Sale of Series E Preferred Stock

     On August 13, 2010, Liberty Acquisition Holdings Corp. (“Liberty”) entered into separately negotiated Preferred Stock Purchase Agreements (each, a “Preferred Stock Purchase Agreement”) with certain entities (each, an “Investor”), pursuant to which those Investors agreed to purchase shares of a new series of Liberty preferred stock to be designated as Series E Preferred Stock (the “Liberty Series E Preferred Stock”), for a purchase price of $1,000 per share. Such sales of Liberty Series E Preferred Stock were contemplated and permitted by the terms of the Amended and Restated Business Combination Agreement, dated as of August 4, 2010 (the “Amended and Restated Business Combination Agreement”), by and among Promotora de Informaciones, S.A. (“Prisa”), Liberty and Liberty Acquisition Holdings Virginia, Inc., a Virginia corporation and wholly owned subsidiary of Liberty (“Liberty Virginia”). The aggregate proceeds from the sale of all such shares of Liberty Series E Preferred Stock will be $100 million. Such proceeds, together with the proceeds of the sale of the preferred stock of Liberty designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (together with the Liberty Series E Preferred Stock, the “Liberty Preferred Stock”) to be received pursuant to the preferred stock purchase agreements entered into by Liberty and certain purchasers (together with the Investors, the “Purchasers”) on August 4, 2010, and described in the Current Report on Form 8-K filed by Liberty on August 9, 2010 (the “Prior Report”), may be used to help fund the required payments pursuant to the share exchange to be effected pursuant to the Amended and Restated Business Combination Agreement (the “Share Exchange”) to those stockholders of Liberty who elect to receive $10.00 in cash in exchange for their shares of Liberty common stock pursuant to the terms of the Amended and Restated Business Combination Agreement (the “Cash Consideration” and such election, the “Cash Election”). Each Investor was previously known to either Liberty or Prisa and each Preferred Stock Purchase Agreement was negotiated with each Investor separately. Under the terms of the several Preferred Stock Purchase Agreements Liberty will issue and sell 50,000 shares of Liberty Series E Preferred Stock to HSBC Bank plc (“HSBC”), 25,000 shares of Liberty Series E Preferred Stock to Banco Santander and a total of 25,000 shares of Liberty Series E Preferred Stock to Pentwater Growth Fund Ltd. and two related funds.

     Pursuant to the terms of the Preferred Stock Purchase Agreements, the closing of the sale of the Liberty Series E Preferred Stock will occur on the business day that is ten business days prior to the date of the meeting of Liberty stockholders (the “Liberty Stockholder Meeting”) to be held for the purpose of voting upon the Amended and Restated Business Combination Agreement and the transactions contemplated thereby (or at such other time as the Investor and Liberty may mutually agree) (the “Investment Closing Date”). At the closing, each Investor will pay the applicable purchase price to an interest bearing escrow account (the “Escrow Account”) to be established by Liberty with Citibank, N.A., as escrow agent, pursuant to an escrow agreement (the “Escrow Agreement”) to be entered into among Liberty, the Investors, the other Purchasers and the escrow agent. The funds in the Escrow Account may be used solely to fund (1) payments to holders of Liberty common stock that make the Cash Election, (2) amounts payable to holders of Liberty Preferred Stock in the Share Exchange and (3) payments to holders of Liberty Preferred Stock upon any redemption of the Liberty Preferred Stock, as described below. The closings for the sale of all other series of Liberty Preferred Stock will also be held on the Investment Closing Date.

     The Liberty Series E Preferred Stock will not be entitled to receive any dividends and will have no voting rights other than as required by law, except that the vote or written consent of holders of at least two-thirds of the outstanding shares of Liberty Series E Preferred Stock will be required for Liberty to take certain actions that would impact the rights of the Liberty Series E Preferred Stock. The rights, privileges and restrictions applicable to the Liberty Series E Preferred Stock will be set forth in a certificate of designations to be filed prior to the closing of the transactions contemplated by the Preferred

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Stock Purchase Agreements, the form of which certificate of designations is attached as Exhibit 4.1 to this Current Report on Form 8-K (the “Certificate of Designations”) and incorporated herein by reference.

     Each Investor’s obligation to purchase shares of Liberty Series E Preferred Stock pursuant to the Preferred Stock Purchase Agreement to which it is a party is subject to the conditions that (1) the Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware, (2) each other Purchaser shall consummate its purchase of Liberty Preferred Stock on or prior to the Investment Closing Date, (3) either Amendment No. 1 (as defined below) to the Amended and Restated Business Combination Agreement shall be in full force in effect or such Investor shall otherwise be satisfied with an amendment to the Amended and Restated Business Combination Agreement providing for the rights of the holders of Liberty Series E Preferred Stock in connection with the Share Exchange and (4) with respect to HSBC, Prisa and HSBC shall have entered into an agreement providing for Prisa to maintain an effective registration statement for a period of one year after the consummation of the Share Exchange with respect to the resale to the public of the Prisa American Depositary Shares (“ADSs”) issued to HSBC in the Share Exchange, to the extent necessary to legally allow such resales.

     Under the Preferred Stock Purchase Agreements, each Investor has agreed that until 45 days following the date of the consummation of the Share Exchange such Investor shall not, without Liberty’s prior written consent, (1) offer, issue, pledge, lend, sell or contract to sell, issue options in respect of or otherwise dispose of, directly or indirectly, or announce an offering or issue of, any Prisa ADSs issued in exchange for the shares of Liberty Preferred Stock purchased by such Investor or any other securities convertible into or exchangeable or exercisable for such shares or (2) enter into any swap or other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such Prisa ADSs.

     Each Preferred Stock Purchase Agreement may be terminated by the Investor party thereto if (in each case, unless the applicable circumstance occurs or fails to occur as a result of a breach of the Preferred Stock Purchase Agreement by such Investor):

• the closing of the sale of Preferred Stock pursuant to such Preferred Stock Purchase Agreement has not occurred by November 15, 2010, or the closing of the Business Combination has not occurred by December 6, 2010;

• the Amended and Restated Business Combination Agreement is terminated;

• any order, injunction or decree is issued by any court or agency of competent jurisdiction or other legal restraint or prohibition making the transactions contemplated by the Preferred Stock Purchase Agreement illegal or preventing the consummation of the transactions contemplated by the Preferred Stock Purchase Agreement, or any statute, rule, regulation, order, injunction or decree has been enacted, entered, promulgated or enforced by any governmental entity that prohibits or makes illegal the consummation of the transactions contemplated by the Preferred Stock Purchase Agreement;

• the Amended and Restated Business Combination Agreement is amended (other than pursuant to Amendment No. 1), or any waiver is given by Liberty under the Amended and Restated Business Combination Agreement, in either case without the prior written consent of the Investor and which decreases the consideration due such Investor pursuant to the terms of the Preferred Stock or otherwise materially and adversely affects such Investor (or, in the case of certain specified provisions, which adversely affects such Investor), or the Escrow Agreement is amended without the consent of such Investor;

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• Any person other than Liberty or the Purchasers shall have entered into an agreement to purchase, or shall have purchased, from Liberty or the Sponsors any Preferred Stock or other securities of Liberty, or the terms of the preferred stock purchase agreement to which any other Purchaser is party shall have been (or shall have been amended to become) more favorable to the other Purchaser than the terms of the applicable Preferred Stock Purchase Agreement, in each case without the prior written consent of such Investor;

• Liberty shall have declared or paid any dividend or distribution of any kind with a record date prior to the second day after the Liberty Stockholder Meeting;

• the requisite approval of Liberty’s common stockholders or of Liberty’s warrantholders to approve the business combination or the warrant amendment, respectively, contemplated by the Amended and Restated Business Combination Agreement, is not obtained at the meeting of Liberty’s stockholders to be held pursuant to the Amended and Restated Business Combination Agreement; or

• the registration statement on Form F-4 originally filed by Prisa on May 7, 2010, at any time after the proxy statement/prospectus contained therein is mailed to holders of Liberty common stock and Liberty warrants, shall fail to be effective for the registration by such Investor (or, in the case of HSBC, the registration of the resale by HSBC) of the shares to be issued in the Share Exchange to such Investor.

     If a Preferred Stock Purchase Agreement is terminated, neither party will have any further obligation to the other under the Preferred Stock Purchase Agreement except that, if the termination occurs after the closing of the sale of the Liberty Preferred Stock pursuant thereto, Liberty will be required to redeem, within five business days following such termination, all of the shares of Liberty Preferred Stock purchased by the applicable Investor for a price equal to the original purchase price for such shares, plus a pro rata portion of the interest earned on the Escrow Account.

     The foregoing is a summary of the material terms of the Preferred Stock Purchase Agreements, a copy of the form of which (and a schedule of the material differences thereto) is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment No. 1 to Amended and Restated Business Combination Agreement

     Pursuant to the terms of the Amended and Restated Business Combination Agreement, as described in the Prior Report, as a result of Liberty and the Investors entering into the Preferred Stock Purchase Agreements, Amendment No. 1 to the Amended and Restated Business Combination Agreement, in the form attached as Schedule III to the Amended and Restated Business Combination Agreement (“Amendment No. 1”) automatically became operative, and the Amended and Restated Business Combination Agreement has been amended as set forth in Amendment No. 1.

     The Amended and Restated Business Combination Agreement, as amended by Amendment No. 1, provides that, pursuant to the Share Exchange, each share of Liberty Series E Preferred Stock will receive a mixture of Prisa securities and/or cash based on the aggregate amount of cash to be paid in the Share Exchange to holders of shares of Liberty Virginia common stock for which the holder of such shares has either: (1) made a valid election to receive the Cash Consideration (such shares, the “Cash Election Shares”) or (2) validly exercised its redemption rights pursuant to the Liberty restated certificate of incorporation and has otherwise complied with the requirements for such valid exercise (such aggregate amount of cash, the “Total Cash-Out Amount”). Pursuant to Amendment No. 1, all of the outstanding shares of Liberty Series E Preferred Stock will be exchanged, pursuant to the Share Exchange, for the following aggregate consideration:

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• If the Total Cash-Out Amount is $700 million or less: (1) $100 million in cash, (2) the Mixed Consideration which would be payable with respect to 500,000 shares of Liberty Virginia common stock had the Mixed Consideration Election been made for such shares and (3) the pro rata portion of the interest earned on the Escrow Account due to the holders of the Liberty Virginia Series E Preferred Stock; or

• If the Total Cash-Out Amount is more than $700 million: (1) cash in an amount equal to the amount by which $800 million exceeds the Total Cash-Out Amount (except that if the Total Cash-Out Amount is $800 million or more, then no cash will be payable), (2) the Mixed Consideration which would be payable with respect to that number of shares of Liberty Virginia common stock calculated as the amount by which the Total Cash-Out Amount divided by $10 exceeds 70 million (except that the total number of shares for which the Mixed Consideration shall be so payable may not exceed ten million) had the Mixed Consideration Election been made for such shares, (3) if the Total Cash-Out Amount is $750 million or less, the Mixed Consideration which would be payable with respect to 500,000 shares of Liberty Virginia common stock had the Mixed Consideration Election been made for such shares, (4) if the Total Cash-Out Amount is more than $750 million, the Mixed Consideration which would be payable with respect to one million shares of Liberty Virginia common stock had the Mixed Consideration Election been made for such shares and (5) the pro rata portion of the interest earned on the Escrow Account due to the holders of the Liberty Virginia Series D Preferred Stock.

     Also pursuant to Amendment No. 1, certain conditions to closing of the business combination have been modified as described in the Prior Report, including that Liberty shall have purchased from the Liberty sponsors, for nominal consideration, either an additional 500,000 or one million shares of Liberty common stock pursuant to the Amended and Restated Securities Surrender Agreement (as defined in the Prior Report), and the total number of shares of Liberty common stock which shall have been validly redeemed or for which a valid Cash Election shall have been made shall not exceed 80 million (increased from 70 million shares). In addition, one of the termination rights contained in the Amended and Restated Business Combination Agreement has been modified, such that either Prisa or Liberty may terminate the Amended and Restated Business Combination if, as of the date of the Liberty Stockholder Meeting, the number of Cash Election Shares and shares as to which the holder has validly exercised its redemption rights shall exceed, in the aggregate, 80 million (increased from 70 million shares).

     The foregoing is a summary of the material terms of Amendment No. 1, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sales of Securities.

     The information provided in Item 1.01 of this Current Report is incorporated in this Item 3.02 by reference in its entirety.

Item 5.03. Amendment of Articles of Incorporation or Bylaws; Change in Fiscal Year.

     The information provided in Item 1.01 of this Current Report is incorporated in this Item 5.03 by reference in its entirety.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
4.1	Form of Certificate of Designations, Preferences and Rights of Series E Preferred Stock*
10.1	Form of Preferred Stock Purchase Agreement, dated August 13, 2010 among Liberty and each of the Investors (and schedule of material differences thereto)
10.2	Amendment No. 1 to Amended and Restated Business Combination Agreement.

* Incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by the registrant on August 9, 2010.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIBERTY ACQUISITION HOLDINGS CORP.
Date: August 16, 2010	By:	/s/ Jared Bluestein
		Name:	Jared Bluestein
		Title:	Secretary

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EXHIBIT INDEX

Exhibit
Number	Description
4.1	Form of Certificate of Designations, Preferences and Rights of Series E Preferred Stock*
10.1	Form of Preferred Stock Purchase Agreement, dated August 13, 2010 among Liberty and each of the Investors (and schedule of material differences thereto)
10.2	Amendment No. 1 to Amended and Restated Business Combination Agreement.

* Incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by the registrant on August 9, 2010.

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EX-10.1

Exhibit 10.1

EXECUTION COPY

PREFERRED STOCK PURCHASE AGREEMENT

     PREFERRED STOCK PURCHASE AGREEMENT, dated as of August 13, 2010 (this “Agreement”), between [•] (the “Investor”), and LIBERTY ACQUISITION HOLDINGS CORP., a Delaware corporation (the “Company”).

WITNESSETH:

     WHEREAS, the Company, Liberty Acquisition Holdings Virginia, Inc. (“Liberty Virginia”) and Promotora de Informaciones, S.A., a Spanish sociedad anónima (“Prisa”), have entered into that certain Business Combination Agreement, dated March 5, 2010 (as amended through August 4, 2010, the “Business Combination Agreement”);

     WHEREAS, in connection with the transactions contemplated by the Business Combination Agreement, Prisa filed, on May 7, 2010, with the United States Securities and Exchange Commission a Registration Statement on Form F-4 which includes the Proxy Statement of the Company (as such Registration Statement may be amended and mailed to the holders of Liberty Common Stock and Liberty Warrants, the “Registration Statement and Proxy”) relating to, among other things, the approval by the Company’s stockholders and warrantholders of the transactions contemplated by the Business Combination Agreement, including the proposed exchange (the “Share Exchange”) of shares of Liberty Common Stock, Preferred Stock (as defined herein) and Liberty Warrants for newly issued Prisa American Depositary Shares (the “Prisa Exchange Securities”) and other consideration; and

     WHEREAS, in connection with the transactions contemplated by the Amended and Restated Business Combination Agreement (as defined herein), the Company has determined, with the requisite consent of Prisa, to, among other things, (i) create a new series of preferred stock to be designated as the “Series A Preferred Stock” (the “Series A Preferred Stock”) with an aggregate stated value of $50.0 million to be issued in the amounts shown on Annex A to this Agreement to the Sponsors (the “Series A Participants”), (ii) create a new series of preferred stock to be designated as the “Series B Preferred Stock” (the “Series B Preferred Stock”) with an aggregate stated value of $300.0 million to be issued in the amounts shown on Annex A to this Agreement to the Investor and an unrelated third party investor (the “Series B Participants”), (iii) create a new series of preferred stock to be designated as the “Series C Preferred Stock” (the “Series C Preferred Stock”) with an aggregate stated value of $10.00 to be issued in the amounts shown on Annex A to this Agreement to an unrelated third party investor (the “Series C Participant”), (iv) create a new series of preferred stock to be designated as the “Series D Preferred Stock” (the “Series D Preferred Stock”) with an aggregate stated value of $50.0 million to be issued in the amounts shown on Annex A to this Agreement to an unrelated third party investor (the “Series D Participant”), and, (v) create an additional new series of preferred stock to be designated as the “Series E Preferred Stock” (the “Series E Preferred Stock”, together with the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock, the “Preferred Stock”) with the Series E Preferred Stock having a maximum, aggregate stated value of $100.0 million, to be

issued to [the Investor and, if appropriate,] unrelated third parties (the “Series E Participants”, and together with the Series A Participants, the Series B Participants, the Series C Participant and the Series D Participant, the “Participants”), and (vi) issue to the Investor [•] shares of Series E Preferred Stock (such shares to be issued to the Investor being herein referred to as the “Shares”); and

     WHEREAS, capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Amended and Restated Business Combination Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF SECURITIES

     1.1 Issuance of Shares/Acknowledgements.

          (a) Upon the terms and subject to the conditions set forth in this Agreement, the Investor hereby subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue and deliver to the Investor on the Investment Closing Date, [•] shares of Series E Preferred Stock at a purchase price of $1,000 per share ($[•] million in the aggregate, the “Purchase Price”). The “Investment Closing Date” means the New York business day ten (10) New York business days prior to the Liberty Stockholder Meeting (or such other time upon which the Company and the Investor shall mutually agree).

          (b) The closing of the purchase and sale of the Shares described in Section 1.1(a) (the “Investment Closing”) shall be held at the offices of Greenberg Traurig, LLP, MetLife Building, 200 Park Avenue, New York, NY 10166, on the Investment Closing Date (or at such other place upon which the Company and the Investor shall mutually agree). At the Investment Closing, the Company shall deliver to the Investor a certificate or certificates, registered in the name of the Investor (or its designee), representing the Shares, and the Investor shall pay the Purchase Price therefor to the Company by wire transfer to an interest bearing escrow account (the “Escrow Account”) to be established by the Company at Citibank, N.A. (the “Escrow Agent”) pursuant to an escrow agreement in form mutually agreeable to the Investor, the Company and the Escrow Agent (the “Escrow Agreement”), such Escrow Account to be used solely to fund payments to holders of Liberty Common Stock that make the Cash Election or for payments to the Participants upon redemption or exchange of the Preferred Stock, as provided herein.

          (c) The parties hereto acknowledge and agree that:

               (i) the Series A Preferred Stock will have the rights, privileges and restrictions set forth in the Certificate of Designations of the Series A Preferred Stock attached hereto as Exhibit A-1;

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               (ii) the Series B Preferred Stock will have the rights, privileges and restrictions set forth in the Certificate of Designations of the Series B Preferred Stock attached hereto as Exhibit A-2;

               (iii) the Series C Preferred Stock will have the rights, privileges and restrictions set forth in the Certificate of Designations of the Series C Preferred Stock attached hereto as Exhibit A-3;

               (iv) the Series D Preferred Stock, will have the rights, privileges and restrictions set forth in the Certificate of Designations of the Series D Preferred Stock attached hereto as Exhibit A-4;

               (v) the Series E Preferred Stock, will have the rights, privileges and restrictions set forth in the Certificate of Designations of the Series E Preferred Stock attached hereto as Exhibit A-5;

               (vi) on August 4, 2010, the Company entered into the Amended and Restated Business Combination Agreement, in the form attached hereto as Exhibit B (as so amended and restated, the “Amended and Restated Business Combination Agreement”);

               (vii) all of the consideration to be issued to the Participants in connection with the Reorganization are described in the Amended and Restated Business Combination Agreement;

               (viii) the Investor hereby acknowledges receipt of the Registration Statement and Proxy attached hereto as Exhibit C, the Form 8-K and press release attached hereto as Exhibit D, the Certificate of Designations of each series of Preferred Stock, and the Amended and Restated Business Combination Agreement. The Investor acknowledges that neither the Company, Prisa nor any of their representatives or affiliates, has made any representation, express, or implied, to the Investor with respect to the Company or Prisa, the Shares or Prisa Exchange Securities or the accuracy, completeness or adequacy of any financial or other information concerning the Company or Prisa, the Shares or Prisa Exchange Securities, other than as set forth herein. The Investor has such information concerning the Company, Prisa, the Shares and the Prisa Exchange Securities as it has deemed necessary to make an investment decision and has made its own assessment concerning the relevant tax, legal and other economic considerations relevant to its investment;

               (ix) the Investor’s obligation to purchase the Shares at the Investment Closing is subject to the conditions precedent that (A) the Certificates of Designations described above shall have been filed with the Secretary of State of the State of Delaware in the form attached, (B) each other Participant shall be consummating the purchase of Preferred Stock in the amounts shown on Annex A to this Agreement on, or prior to, the Investment Closing Date, [and] (C) [Prisa and the Investor shall have agreed, in writing, to Registration Rights Arrangements (as defined herein) and] (D) either (y) the Form of Amendment No. 1 to the Amended and Restated Business Combination Agreement (“Amendment No. 1”), as attached at Exhibit B hereto, shall be in full force and effect or, if Amendment No. 1 is not in full force and effect, (z) the Investor is otherwise satisfied, in its sole discretion, with an amendment to the

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Amended and Restated Business Combination Agreement providing for the rights of the holders of Series E Preferred Stock in connection with the Share Exchange;

               (x) if the Share Exchange is consummated, the Investor shall be entitled to receive the Per Share Series E Consideration as set forth in the Amended and Restated Business Combination Agreement [and additional cash from the Company in the amount of $2.0 million (the “Additional Cash”)]; and

               (xi) this Agreement is being entered into, and the transactions contemplated hereby are being consummated, in connection with the transactions contemplated by the Amended and Restated Business Combination Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to the Investor as follows, on and as of the date of this Agreement and the Investment Closing Date:

     2.1 Organization; Good Standing; Qualification. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.

     2.2 Authority; Approvals; No Violation.

          (a) The Company has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by the Investor) constitutes legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

          (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the terms or provisions hereof will (i) violate any provision of the Company’s Organizational Documents or (ii) (A) violate any Law or Order applicable to the Company or any of its Assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation or require consent or give rise to a right of first refusal under, accelerate the performance required by, or result in the creation of any Encumbrance upon any of the Assets of the Company under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company is a party, or by which it or any of its Assets may be bound or affected.

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          (c) The Board of Directors of the Company has duly adopted the resolutions necessary to authorize (i) the creation of the Preferred Stock, (ii) the filing of the Certificates of Designations relating thereto and (iii) the issuance of the shares of Preferred Stock contemplated by this Agreement.

     2.3 Consents and Approvals. Except for (i) the filing by the Company with the SEC of a Current Report on Form 8-K no later than four (4) SEC business days following the date of this Agreement, (ii) the filing by the Company with the Secretary of State of the State of Delaware of the Certificates of Designations relating to each series of Preferred Stock, and (iii) the filing by the Company with the Secretary of State of the State of Virginia of amended and restated Articles of Incorporation of Liberty Virginia including the terms of the Preferred Stock, no consents or approvals of or filings or registrations with any Governmental Entity, or of or with any third party, are necessary in connection with the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby and compliance by the Company with any of the provisions hereof or thereof.

     2.4 Capitalization; Valid Issuance of the Shares. Except for the issuances of the Preferred Stock to the Participants, the capitalization of the Company, as of the date of this Agreement, is as set forth in the Registration Statement and Proxy, as it was filed with the SEC on May 7, 2010. The Shares are duly authorized, and when issued, paid for by and delivered to the Investor in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable. The powers, designations, preferences and relative, participating, optional and other rights and the qualifications, limitations and restrictions of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, as set forth in the respective Certificates of Designations, are permitted by the Delaware General Corporation Law and the Virginia Stock Corporation Act.

     2.5 SEC Reports and Financial Statements

          (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by it with the SEC since the IPO (collectively, the “Company SEC Reports”). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

          (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules)

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(collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto.

          (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

     The Investor represents and warrants to the Company as follows, on and as of the date of this Agreement and the Investment Closing Date:

     3.1 Organization; Good Standing; Qualification. The Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.

     3.2 Authority; Approvals; No Violation.

          (a) The Investor has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Investor and (assuming due authorization, execution and delivery by the Company) constitutes legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

          (b) Except for any filing or disclosures that may be required by the Investor in respect of the transactions contemplated by this Agreement (i) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or (ii) in Spain with the CNMV pursuant to the Spanish Securities Act 24/1988, of July 28 (as amended) or any ancillary regulations thereof, neither the execution and delivery by the Investor of this Agreement nor the consummation by the Investor of the transactions contemplated hereby, nor compliance by the Investor with any of the terms or provisions hereof will (i) violate any provision of the Investor’s Organizational

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Documents or (ii) (A) violate any Law or Order applicable to the Investor or any of its Assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation or require consent or give rise to a right of first refusal under, accelerate the performance required by, or result in the creation of any Encumbrance upon any of the Assets of the Investor under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party, or by which it or any of its Assets may be bound or affected, as a result of which the Investor could reasonably be expected to be unable to consummate the transactions contemplated by this Agreement.

     3.3 Ownership of Liberty Securities; No Voting Agreements. As of the date of this Agreement, (i) the Investor and its affiliates beneficially own or have an interest in [•] shares of Liberty Common Stock and no Liberty Warrants; (ii) neither the Investor nor any of its affiliates has any short positions in the Liberty Common Stock or the Liberty Warrants; (iii) [the Investor has agreed to purchase 150,000 shares of Series B Preferred Stock; (iv)] the Investor and its affiliates hold for their own accounts [•] Prisa Ordinary Shares; and (v) neither the Investor nor any of its affiliates has any short positions in the Prisa Ordinary Shares. The Investor has not entered into any arrangement or agreement with any Person with respect to any vote of Liberty Common Stock or Liberty Warrants at any time, except as described in this Agreement.

     3.4 No Pre-Existing Arrangements. Other than as previously disclosed to the Company, the Investor does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Prisa Exchange Securities, any shares of Liberty Common Stock or Liberty Warrants.

     3.5 Information. The Investor acknowledges that (i) it can bear the economic risk, including complete loss, of its investment in the Preferred Stock and Prisa Exchange Securities, and (ii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Preferred Stock and Prisa Exchange Securities.

     3.6 Accredited Investor. The Investor is an “Accredited Investor,” as such term is defined in Rule 501(a) under the Securities Act (without reliance on Rule 501(a)(4) thereof). The Shares acquired by the Investor pursuant to this Agreement are being acquired for Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act or any applicable state securities laws.

     3.7 No Registration; Other Acknowledgements. The Investor hereby acknowledges and agrees as follows:

          (a) The Investor understands that the Shares are not registered under the Securities Act and are only transferable with the consent of the Company, and as such, the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of either an effective registration statement covering such Shares or an available exemption from registration under the

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Securities Act, the Shares must be held for so long as is required by the Securities Act and the rules and regulations thereunder. To the extent applicable, the Investor understands and agrees that the certificate or any other document evidencing any of the Shares shall be endorsed with a legend to the foregoing effect.

          (b) The Shares, when issued and delivered in accordance with the terms of this Agreement, will not, except as otherwise provided by the terms of the Certificate of Designations relating to such Shares, be entitled to (i) redemption rights in connection with the transactions contemplated by the Amended and Restated Business Combination Agreement (or any other Business Combination) or (ii) participate in any liquidating distribution if the Company fails to consummate the transactions contemplated by the Amended and Restated Business Combination Agreement.

     3.8 Investigation; Consequences of Laws. The Investor hereby acknowledges and agrees as follows:

          (a) The Investor made its own independent investigation and appraisal of the business, results, financial condition, prospects, creditworthiness, status and affairs of the Company and Prisa and has made its own investment decision to acquire the Shares with the knowledge they may be converted into Prisa Exchange Securities. The Investor is aware and understands that an investment in the Shares and Prisa Exchange Securities involves a considerable degree of risk and no United States federal or state or non-US agency has made any finding or determination as to the fairness for investment or any recommendation or endorsement of any such investment.

          (b) The Investor understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Shares and receipt of, and investment in, Prisa Exchange Securities, and it has made such investigation and consulted its own independent advisers or otherwise with respect thereto.

ARTICLE IV

ADDITIONAL AGREEMENTS

     4.1 Investor Transfer Restrictions with Respect to Preferred Exchange Shares.

          (a) Until the date that is forty-five (45) days following the date of the closing of the Share Exchange, the Investor shall not, except as previously disclosed, without the prior written consent of the Company:

               (i) offer, issue, pledge, lend, sell or contract to sell, issue options in respect of or otherwise dispose of, directly or indirectly, or announce an offering or issue of, any Prisa Exchange Securities issued in exchange for the Shares (the “Preferred Exchange Shares”)(or any interest therein or in respect thereof) or any other securities convertible into or exchangeable or exercisable for such Preferred Exchange Shares; or

               (ii) enter into any swap or any other agreements or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of

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such Preferred Exchange Shares, whether any such swap transaction is to be settled by delivery of Preferred Exchange Shares or other securities, in cash or otherwise, or agree to do, any of the foregoing. For the avoidance of doubt, the limitations in this Section 4.1(a) shall not apply to any securities of the Company or Prisa owned or acquired by the Investor, other than the Preferred Exchange Shares.

          (b) The Investor shall not make any sale, transfer or other disposition of Prisa Exchange Securities (or the underlying Prisa Class A Ordinary Shares or Prisa Convertible Non-Voting Shares) in violation of the Securities Act or the Rules and Regulations promulgated thereunder. The Investor understands and agrees that this clause 4.1(b) shall apply to all securities of Prisa that are deemed to be beneficially owned by the Investor pursuant to applicable federal securities laws.

     4.2 Waiver of Claims Against the Trust Account. The Investor has read the Company’s Prospectus, dated December 6, 2007 (“Prospectus”) and understands that the Company has established the Trust Account (initially in an amount of $1,016,702,500) for the benefit of its public stockholders and that it may disburse monies from the Trust Account only as set forth in the Prospectus. The Investor agrees that it does not have any right, title, interest or claim of any kind (“Claim”) in or to any monies in the Trust Fund (other than with respect to its liquidation or redemption rights as a holder of Liberty Common Stock) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company (including this Agreement) and will not seek recourse against the Trust Account for any reason whatsoever (other than with respect to its liquidation or redemption rights as a holder of Liberty Common Stock).

     4.3 Compliance with Laws; Further Assurances. Each of the parties hereby agrees that it shall comply with all applicable Laws. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use its reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate the transactions contemplated by this Agreement, including the delivery to the Company, as soon as practicable, of all material information reasonably required for the completion of the Registration Statement and Proxy and prompt notification of the Company if any such information becomes materially untrue or inaccurate.

     4.4 Disclosure of Material Non-Public Information Provided to the Investor. To the extent that the Company shall have provided the Investor with any material non-public information concerning the transactions contemplated by the Amended and Restated Business Combination Agreement on or prior to the date hereof, such information shall be disclosed in the Form F-4 at the time of the amended filing with the SEC and in the Registration Statement and Proxy.

     4.5 Disclosure. The Form 8-K to be filed by the Company following the execution of this Agreement and the press release announcing, among other things, the execution of this Agreement, shall contain disclosure regarding the Investor and this Agreement substantially in the form attached to this Agreement as Exhibit D. The Company is not aware of any material non-public information about the Company or Prisa, which has been provided to the Investor, which will not be included in the aforesaid Form 8-K. The Company shall use reasonable

9

commercial efforts to obtain from Prisa prior to the filing thereof, and supply to the Investor, a copy of any “hecho relevante” to be filed by Prisa following the execution of this Agreement. Prior to making any other disclosure identifying the Investor or relating to or describing this Agreement or the purchase by the Investor of the Shares, the Company shall provide the Investor with a draft of such disclosure and a reasonable opportunity to comment on such disclosure.

     4.6 Prisa Shareholders’ Resolutions. Immediately following receipt of the draft resolutions for the Prisa’s shareholders’ general meeting regarding the issuance of Prisa Class E Convertible Non-Voting Shares, the Company shall provide the Investor with a copy of such draft resolutions. The Company shall include in its comments to such draft resolutions provided to Prisa all reasonable comments the Investor may make to such draft resolutions for purposes of protecting any rights of the holders of such securities set forth in Schedule I and Exhibit G of the Business Combination Agreement as well as under applicable Spanish corporate law.

     4.7 [Registration Rights Arrangements. The Investor will promptly enter into good faith negotiations with Prisa in order to reach a mutually acceptable agreement providing for Prisa to maintain, at its own expense, and subject to agreed limitations, an effective registration statement on Form F-4 or F-1 for a period of one year after the consummation of the Share Exchange with respect to the resale to the public of the Prisa Exchange Securities held by the Investor, but only for so long as Investor reasonably determines, based on advice of outside counsel, that such registration is necessary in order for such resales to be conducted lawfully (the “Registration Rights Arrangements”).]

     4.8 Restriction on Sale of Preferred Stock. The Company shall not take any action which would give rise to a termination right pursuant to Section 5.2(b)(iv) of this Agreement.

ARTICLE V
GENERAL PROVISIONS

     5.1 Non-survival of Representations and Warranties. None of the representations and warranties in this Agreement shall survive the Closing or termination of this Agreement.

     5.2 Termination. The Investor shall have the right to terminate this Agreement by giving written notice to the Company in the following circumstances (provided, however, that the Investor shall not have the right to terminate this Agreement if any of the following circumstances occur or fail to occur as a result of the breach of the terms hereof by the Investor):

          (a) If the Investment Closing has not occurred on or before November 15, 2010, or if the Closing has not occurred on or before December 6, 2010, in each case, at any time after such date, with or without cause; or

          (b) in case any of the following circumstances occur:

               (i) termination of the Amended and Restated Business Combination Agreement;

               (ii) any (x) Order or other legal restraint or prohibition making the transactions contemplated by this Agreement illegal or otherwise preventing the consummation

10

of the transactions contemplated by this Agreement shall be in effect or Action therefor shall have been commenced by a Governmental Entity or (y) statute, rule, regulation, Order shall have been enacted, entered, promulgated or enforced by any Governmental Entity that prohibits, or makes illegal consummation of the transactions contemplated by this Agreement;

               (iii) any (w) amendment is made to the Amended and Restated Business Combination Agreement (other than Amendment No. 1 thereto as set forth in Schedule III thereof (“Amendment No. 1”)), (x) waiver is given by the Company under the Amended and Restated Business Combination Agreement, in either case, without the prior written consent of the Investor and which (A) directly or indirectly, decreases the Per Share Series E Consideration, in absolute terms or relative to the Liberty Common Stock or the Per Share Series A, B, C or D Consideration, or (B) otherwise materially and adversely affects the Investor, (y) amendment is made to the Escrow Agreement without the consent of the Investor or (z) amendment is made to section 2.4, 2.7 or 3.5 of the Amended and Restated Business Combination Agreement (other than Amendment No. 1) without the consent of the Investor, which amendment adversely affects the Investor;

               (iv) (y) any Person other than the Company, the Participants shown on Annex A or purchasers of Series E Preferred Stock in connection with Amendment No. 1, shall have entered into an agreement to purchase, or shall have purchased from the Company or the Sponsors, Preferred Stock or any other security of Liberty, or (z) the terms of the purchase agreement and any related agreement pursuant to which any other Person purchases Preferred Stock shall have been (or shall have been amended to become) more favorable to such Person than the terms of this Agreement are to the Investor, in each case, without the prior written consent of the Investor;

               (v) the Company shall declare or pay any dividend or distribution of any kind with a record date prior to the second day after the Liberty Stockholder Meeting;

               (vi) the Liberty Stockholder Approval or the Liberty Warrantholder Approval is not obtained at the Liberty Stockholder Meeting; or

               (vii) the Form F-4, at any time from and after the date the Registration Statement and Proxy is mailed to holders of Liberty Common Stock and Liberty Warrants, shall fail to be effective for the registration of [the resale by the Investor of] any and all Prisa Exchange Securities held by the Investor following the Share Exchange.

     5.3 Effects of Termination.

          (a) In the event of termination of this Agreement by the Investor as provided in Section 5.2 prior to the occurrence of the Investment Closing, this Agreement (other than this Section 5.3 and the agreements contained in Section 4.2) shall be of no further force and effect and no party shall have any obligation to the other party hereunder.

          (b) In the event of termination of this Agreement by the Investor as provided in Section 5.2 after the occurrence of the Investment Closing:

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               (i) the Company shall, promptly, but in no event more than five (5) New York business days following the termination of this Agreement, redeem the Shares by paying the Investor (A) the Stated Value of the Shares (as defined in the Certificates of Designations relating to the Shares) plus (B) a pro rata amount of the monies remaining in the Escrow Account after payment of the Stated Value on all shares of outstanding Preferred Stock, following which payment the Shares shall be cancelled; and

               (ii) this Agreement (other than this Section 5.3 and the agreements contained in Sections 4.2) shall be of no further force and effect and no party shall have any obligation to the other party hereunder.

     5.4 Delay or Waivers. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter. No provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought.

     5.5 No Partnership or Joint Venture. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or Participants, constitute any party the agent of another party or Participant, nor authorize any party to make or enter into any commitments for or on behalf of any other party or Participant.

     5.6 Further Assurance. At its own expense, each party shall and shall use all reasonable endeavors to procure that any necessary third party shall promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this Agreement.

     5.7 Time of the Essence. Time shall be of the essence in respect of any dates, times and periods specified in this Agreement and in respect of any dates, times and periods which may be substituted for them in accordance with this Agreement, or by agreement in writing between the parties. Time shall not be of the essence in respect of any other obligation in this Agreement.

     5.8 Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

     5.9 Expenses. All fees and other expenses incurred hereunder shall be paid by the party incurring such expense.

     5.10 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given (i) upon personal delivery to the party to be notified; (ii) when received when sent by email or facsimile by the party to be notified, provided, however, that notice given by email or facsimile shall not be effective unless either (a) a duplicate copy of such email or fax notice is promptly given by one of the other methods described in this Section 5.10 or (b) the receiving party delivers a written confirmation of receipt for such notice either by email or fax or any other method described in this Section 5.10; or (iii) when delivered by an express courier

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(with confirmation of delivery); in each case to the party to be notified at the following address (or at such other address for a party as shall be specified by like notice):

          (a) if to the Company to:

Liberty Acquisition Holdings Corp.
1114 Avenue of the Americas
41st Floor
New York, NY 10036
Facsimile No.: +1 (212) 207-8784
Attention: James Hauslein, Director
Email: jim@hauslein.com

          With a copy to:

Greenberg Traurig
401 E. Las Olas Boulevard
Suite 2000
Ft. Lauderdale, FL 33301
Facsimile No.: +1 (954) 765-1477
Attention: Donn Beloff, Esq.
Email: beloffd@gtlaw.com

          (b) if to Investor, to:

[•]
[•]
[•]
Facsimile No.: [•]
Attention: [•]
Email: [•]

          With a copy to:

[•]
[•]
[•]
Facsimile No.: [•]
Attention: [•]
E-mail: [•]

     5.11 Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or

13

“including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. References to “$” refer to U.S. Dollars.

     5.12 Counterparts. This Agreement may be executed in counterparts, and by facsimile or portable document format (pdf) transmission, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

     5.13 Entire Agreement; Severability.

          (a) This Agreement constitutes the entire agreement among the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

          (b) If any term or other provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

     5.14 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York.

     5.15 Jurisdiction. Each of the Investor and the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Federal court (or, if jurisdiction is unavailable in such Federal court, a state court of competent jurisdiction) sitting in the State of New York, and each of the Investor and the Company hereby (i) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than Federal court (or, if jurisdiction is unavailable in such Federal court, a state court of competent jurisdiction) sitting in the State of New York. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 5.10. Each of the Investor and the

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Company hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 5.15, (iii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iv) to the fullest extent permitted by Applicable Law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

     5.16 Assignment

          (a) This Agreement is personal to the parties and no party shall assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other party, except for transfers to affiliates (as defined under Rule 144 of the Securities Act of 1933, as amended) of the Investor upon notice to the Company.

          (b) Each party confirms it is acting on its own behalf and not for the benefit of any other Person. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

     5.17 Third Party Rights. A person who is not a party to this Agreement shall have no right to enforce the terms of this Agreement. Nothing in this Agreement shall restrict the rights of the parties hereto to amend, vary or waive any of the terms of this Agreement, and accordingly, they may do so in their sole discretion.

     5.18 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specified terms or was otherwise breached and that remedies at law may be inadequate to protect against a breach of the obligations under this Agreement. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to specific performance of the terms and provisions hereof in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

[Signature Page to Follow]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

COMPANY: LIBERTY ACQUISITION HOLDINGS CORP.
By:
	Name:
	Title:

[Signature Page to Preferred Stock Purchase Agreement]

INVESTOR: [•]
By:
	Name:
	Title:

[Signature Page to Preferred Stock Purchase Agreement]

Annex A

Participants

Class	Investor	Amount
Series A	Berggruen Acquisition Holdings Ltd	$	25	million
Series A	Marlin Equities II, LLC	$	25	million
Series B	Tyrus Capital Event Master Fund Ltd.	$	150	million
Series B	HSBC Bank plc	$	150	million
Series C	Tyrus Capital Event Master Fund Ltd.	$	10
Series D	Centaurus Capital	$	50	million
Series E	HSBC Bank plc	$	50.0	million
Series E	Banco Santander	$	25.0	million
Series E	Pentwater Growth Fund Ltd.	$	6.044	million
Series E	Pentwater Equity Opportunities Master Fund Ltd.	$	10.165	million
Series E	Oceana Master Fund Ltd.	$	8.791	million

Schedule of Material Differences to Exhibit 10.1

	Number of Shares of
	Series E Preferred
	Stock to be		Total Purchase
Name of Investor	Purchased		Price	Other
HSBC Bank plc		50,000	$50 million		*
Banco Santander		25,000	$25 million		**
Pentwater Growth Fund Ltd., Pentwater Equity Opportunities Master Fund Ltd. and Oceana Master Fund Ltd.		25,000	$25 million		**

*	Entitled to receive additional cash in the amount of $2 million from Liberty upon consummation of the Share Exchange.
**	No requirement that the Investor enter into an agreement with Prisa to maintain an effective resale registration statement for the shares issued to it in the Share Exchange.

EX-10.2

Exhibit 10.2

AMENDMENT NO. 1 TO AMENDED AND RESTATED BUSINESS COMBINATION
AGREEMENT

     This Amendment No.1 to Amended and Restated Business Combination Agreement (this “Amendment”) is dated as of August 13, 2010 and, if the conditions set forth in Section 9.22 of said agreement so provide, amends that certain Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), dated as of August 4, 2010, by and among Promotora de Informaciones, S.A., a Spanish sociedad anónima (“Prisa”), Liberty Acquisition Holdings Corp., a Delaware corporation (“Liberty”) and Liberty Acquisition Holdings Virginia, Inc., a Virginia corporation (“Liberty Virginia”) Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.

     WHEREAS, pursuant to Section 11.3 of the Business Combination Agreement, Prisa and Liberty may amend the Business Combination Agreement by action taken or authorized by their respective Boards of Directors in a writing signed on behalf of each of Prisa, Liberty and Liberty Virginia.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

     1. Amendments.

          (a) Plan of Merger. The Business Combination Agreement is hereby amended by replacing Exhibit B attached thereto in its entirety with Exhibit B attached hereto.

          (b) Liberty Virginia Articles. The Business Combination Agreement is hereby amended by replacing Exhibit C attached thereto in its entirety with Exhibit C attached hereto.

          (c) Plan of Share Exchange. The Business Combination Agreement is hereby amended by replacing Exhibit E attached thereto in its entirety with Exhibit E attached hereto.

          (d) Definitions. The Defined Terms in Section 1.1 of the Business Combination Agreement are amended as follows:

i)	The definition of Aggregate Preferred Stock Mixed Consideration Cash shall be deleted in its entirely and replaced with the following:
	“Aggregate Preferred Stock Mixed Consideration Cash” shall mean the aggregate amount of cash payable (before giving effect to Section 4.2(e)) in respect of (v) clause (ii) of the definition of Aggregate Series A Consideration, (w) clause (i)(B), clauses (ii)(A) and (C), clause (iii)(A), or clauses (iv)(A), (C) and (E), as

	applicable, of the definition of Aggregate Series B Consideration, (x) the Aggregate Series C Consideration, (y) clause (i)(B), clauses (ii)(A) and (C), clause (iii)(A), or clauses (iv)(A) and (C), as applicable of the definition of Aggregate Series D Consideration and (z) clause (i)(B) or clauses (ii)(A), (C) and (D), of the definition of Aggregate Series E Consideration.
ii)	The definition of Aggregate Pro Rata Interest Due shall be deleted in its entirely and replaced with the following:
	“Aggregate Pro Rata Interest Due” shall mean, with respect to the Liberty Series A Preferred Stock, the Liberty Series B Preferred Stock, the Liberty Series D Preferred Stock or the Liberty Series E Preferred Stock, the product of (i) the aggregate amount of any interest earned on the funds deposited in the Liberty Preferred Stock Account, and (ii) a fraction, the numerator of which shall be the total number of shares issued and outstanding of such series of Liberty Preferred Stock and the denominator of which shall be the total number of shares of Liberty Preferred Stock issued and outstanding of any class other than the Liberty Series C Preferred Stock.
iii)	The definition of Liberty Preferred Stock Purchase Agreements shall be deleted in its entirely and replaced with the following:
	“Liberty Preferred Stock Purchase Agreements” shall mean (a) (i) that certain Preferred Stock Purchase Agreement between Tyrus Capital Event Master Fund Ltd. and Liberty, (ii) that certain Preferred Stock Purchase Agreement between HSBC Bank plc and Liberty and (iii) that certain Preferred Stock Purchase Agreement between Centaurus Capital and Liberty, in each case being entered into substantially simultaneously with this Agreement, (b) (i) that certain Preferred Stock Purchase Agreement between HSBC Bank plc and Liberty dated August 13, 2010, (ii) that certain Preferred Stock Purchase Agreement between Banco Santander and Liberty dated August 13, 2010 and (iii) that certain Preferred Stock Purchase Agreement between Pentwater Growth Fund Ltd. and related funds and Liberty dated August 13, 2010 (with each party to such agreements in clauses (a) and (b) hereof, other than Liberty, being an “Investor”) and (c) (i) that certain Preferred Stock Purchase Agreement between Berggruen Acquisition Holings Ltd and Liberty and (ii) that certain Preferred Stock purchase Agreement between Marlin Equities II, LLC, in each case being entered into substantially simultaneously with this Agreement.

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          (e) Glossary of Other Defined Terms. The following terms shall be added to the table setting forth the location of definitions of capitalized terms defined in the Business Combination Agreement in alphabetical order:

Term	Section
“Aggregate Series E Consideration	3.5(f)”
“Liberty Virginia Series E Preferred Stock	2.4(a)”
“Per Share Series E Consideration	3.5(f)”

          (f) Conversion of Liberty Stock. Section 2.4(a) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:

“Subject to Section 2.5, at the Reincorporation Effective Time, by virtue of the Reincorporation Merger and without any action on the part of Liberty, Liberty Virginia or any holder of common stock, par value $0.0001 per share, of Liberty (“Liberty Common Stock”) or Liberty Preferred Stock, (i) each share of Liberty Common Stock issued and outstanding immediately prior to the Reincorporation Effective Time shall be converted into one share of common stock, par value $0.0001 per share, of Liberty Virginia (“Liberty Virginia Common Stock”), (ii) each share of Liberty Series A Preferred Stock issued and outstanding immediately prior to the Reincorporation Effective Time shall be converted into one share of Series A Preferred Stock, par value $0.0001 per share, of Liberty Virginia (“Liberty Virginia Series A Preferred Stock”), (iii) each share of Liberty Series B Preferred Stock issued and outstanding immediately prior to the Reincorporation Effective Time shall be converted into one share of Series B Preferred Stock, par value $0.0001 per share, of Liberty Virginia (“Liberty Virginia Series B Preferred Stock”), each share of Liberty Series C Preferred Stock issued and outstanding immediately prior to the Reincorporation Effective Time shall be converted into one share of Series C Preferred Stock, par value $0.0001 per share, of Liberty Virginia (“Liberty Virginia Series C Preferred Stock”), (v) each share of Liberty Series D Preferred Stock issued and outstanding immediately prior to the Reincorporation Effective Time shall be converted into one share of Series D Preferred Stock, par value $0.0001 per share, of Liberty Virginia (“Liberty Virginia Series D Preferred Stock”), (vi) each share of Liberty Series E Preferred Stock issued and outstanding immediately prior to the Reincorporation Effective Time shall be converted into one share of Series E Preferred Stock, par value $0.0001 per share, of Liberty Virginia (“Liberty Virginia Series E Preferred Stock and together with the Liberty Virginia Series A Preferred Stock, the Liberty Virginia Series B Preferred Stock, the Liberty Virginia Series C Preferred Stock and the Liberty Virginia Series D Preferred Stock, the

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“Liberty Virginia Preferred Stock,” and collectively with the Liberty Virginia Common Stock, the “Liberty Virginia Stock”), (vii) each share of Liberty Stock held in the treasury of Liberty immediately prior to the Reincorporation Effective Time shall be canceled and (viii) each share of Liberty Virginia Stock issued and outstanding or held in treasury immediately prior to the Reincorporation Effective Time shall be cancelled.”

          (g) Exchange Effective Time; Effect of the Share Exchange. Section 3.3(c) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:

“At the Exchange Effective Time, by virtue of the Share Exchange and as set forth in this Agreement, the Plan of Share Exchange and Sections 13.1-717 and 13.1-721 of the VSCA, PRISA shall automatically become the holder and owner of 100% of the outstanding shares of the Liberty Virginia Stock, with the former holders of such outstanding shares being entitled to receive only either the Per Share Cash Election Consideration, the Per Share Mixed Election Consideration, the Per Share Series A Consideration, the Per Share Series B Consideration, the Per Share Series C Consideration, the Per Share Series D Consideration or the Per Share Series E Consideration, as applicable, pursuant to Section 3.5. Liberty Virginia shall deliver to PRISA, at the Exchange Effective Time, the Liberty Virginia Exchange Certificates representing PRISA’s ownership of all such outstanding shares of Liberty Virginia Stock, free and clear of all Encumbrances, in exchange for the aggregate Per Share Cash Election Consideration and the aggregate Per Share Mixed Election Consideration, the Aggregate Series A Consideration, the Aggregate Series B Consideration, the Aggregate Series C Consideration, the Aggregate Series D Consideration and the Aggregate Series E Consideration.”

          (h) Per Share Consideration. Section 3.5(f) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:

“Subject to Section 4.2(e), the holders of the Liberty Virginia Series E Preferred Stock shall be entitled to receive, in the aggregate, the following consideration (the “Aggregate Series E Consideration”):

(i) If the Total Required Cash-Out Amount is $700,000,000 or less then (A) an amount in cash equal to $100,000,000 (plus the Aggregate Pro Rata Interest Due to the holders of the Liberty Virginia Series E Preferred Stock) and (B) an amount of PRISA Shares and cash as is equal to the Per Share Mixed Election Consideration which would be payable with respect to 500,000 shares of Liberty Virginia Common Stock for which a Mixed Consideration Election had been made.

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(ii) If the Total Required Cash-Out Amount is greater than $700,000,000 then:

(A)	An amount of PRISA Shares and cash as is equal to the Per Share Mixed Election Consideration which would be payable with respect to a number of shares of Liberty Virginia Common Stock equal to the E Equivalent Shares Number if a Mixed Consideration Election had been made for such number of shares of Liberty Virginia Common Stock, where the “E Equivalent Shares Number” is (x) (I) the Total Required Cash-Out Amount divided by (II) $10.00, minus (y) 70,000,000 (provided that the maximum number of shares of Liberty Virginia Common Stock for which the Per Share Mixed Election Consideration will be payable pursuant to this Section 3.5(f)(ii)(A) shall be 10,000,000);
(B)	cash in the amount of the greater of (I) $800,000,000 minus the Total Required Cash-Out Amount and (II) 0;
(C)	if the Total Required Cash-Out Amount is less than or equal to $750,000,000, then PRISA shares and cash in an amount equal to the Per Share Mixed Election Consideration which would be payable with respect to 500,000 shares of Liberty Virginia Common Stock for which a Mixed Consideration Election had been made;
(D)	if the Total Required Cash-Out Amount is greater than $750,000,000, then PRISA shares and cash in an amount equal to the Per Share Mixed Election Consideration which would be payable with respect to 1,000,000 shares of Liberty Virginia Common Stock for which a Mixed Consideration Election had been made; and
(E)	cash equal to the amount of the Aggregate Pro Rata Interest Due to the holders of the Liberty Virginia Series E Preferred Stock;

The Aggregate Series E Consideration shall be divided among the holders of the Liberty Virginia Series E Preferred Stock pro rata based upon the number of shares of Liberty Virginia Series E Preferred Stock held by each holder (the “Per Share Series E Consideration”).”

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          (i) Per Share Consideration. Section 3.5(g) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:

“The PRISA Shares delivered pursuant to paragraphs (a), (b), (c), (d), (e) and (f) of this Section 3.5 shall then be registered and the ADRs delivered pursuant to Section 3.4(b).”

          (j) Per Share Consideration. Section 3.5(h) of the Business Combination Agreement is hereby amended by replacing the number “$400,000,000” with “$500,000,000”.

          (k) Per Share Consideration. Section 3.5(j) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:

“If, between the date of this Agreement and the Exchange Effective Time, PRISA, Liberty or Liberty Virginia undergoes a reorganization, recapitalization, reclassification, issues a stock dividend, or effects a stock split or reverse stock split, or other similar change in capitalization (other than the Reincorporation Merger), an appropriate and proportionate adjustment shall be made to the Per Share Cash Election Consideration, the Per Share Mixed Election Consideration, the Aggregate Series A Consideration, the Aggregate Series B Consideration, the Aggregate Series C Consideration, the Aggregate Series D Consideration, the Aggregate Series E Consideration and Warrant Consideration in order to preserve the economic benefits of the Reorganization to the parties.”

          (l) Exchange of Shares and Warrants. Section 4.2(a) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:

“As soon as practicable after the Exchange Effective Time, and in no event later than five Business Days thereafter, the Exchange Agent shall mail to each Liberty Virginia Stockholder of record (other than former holders of the Liberty Virginia Redemption Shares and holders who submitted valid Forms of Election pursuant to Section 3.5(f) with respect to all of their shares held) and each registered Liberty Warrantholder (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Liberty Virginia Common Certificates, Liberty Virginia Preferred Certificates and Liberty Warrants shall pass, only upon delivery of the Liberty Virginia Common Certificates, Liberty Virginia Preferred Certificates or Liberty Warrants, as applicable, to the Exchange Agent and (ii) instructions for effecting the surrender of the Liberty Virginia Common Certificates and Liberty Virginia Preferred Certificates in exchange for PRISA ADSs, Per Share Mixed Consideration Election Cash, any cash amounts due in respect of the Per Share Series A Consideration, the Per Share Series B Consideration, the Per Share Series C Consideration, the Per Share Series D Consideration or the Per Share Series E Consideration and, if any, Fractional Share Cash and the surrender of the Liberty Warrants in exchange for the Warrant

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Consideration (as defined below). Upon proper surrender to the Exchange Agent of a Liberty Virginia Common Certificate, a Liberty Virginia Preferred Certificate or Liberty Warrant for exchange and cancellation, together with such properly completed letter of transmittal, duly executed, such Liberty Virginia Stockholder or Liberty Warrantholder shall be entitled to receive in exchange therefor an ADR representing that number of whole PRISA ADSs in book entry form to which such securityholder shall have become entitled pursuant to the provisions of Article III and the Warrant Amendment Agreement, Fractional Share Cash, if any, the Per Share Mixed Consideration Election Cash, and any cash amounts due in respect of the Per Share Series A Consideration, the Per Share Series B Consideration, the Per Share Series C Consideration, the Per Share Series D Consideration and the Per Share Series E Consideration and, in the case of Liberty Warrantholders, cash pursuant to the terms of the Warrant Amendment Agreement.”

          (m) Exchange of Shares and Warrants. Section 4.2(f) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:

“Any portion of the Exchange Fund that remains unclaimed by the Liberty Virginia Stockholders or the Liberty Warrantholders for six months after the Exchange Effective Time shall be returned to PRISA. Any former Liberty Virginia Stockholders or Liberty Warrantholders who have not theretofore complied with this Article IV shall thereafter look only to PRISA for payment of the Per Share Cash Election Consideration, Per Share Mixed Election Consideration, Per Share Series A Consideration, the Per Share Series B Consideration, the Per Share Series C Consideration, the Per Share Series D Consideration, the Per Share Series E Consideration the Warrant Consideration, any Fractional Share Cash and any PRISA Distribution, in each case, without any interest thereon. Notwithstanding the foregoing, none of Liberty, Liberty Virginia, PRISA, the Exchange Agent, the Depositary or any other person shall be liable to any former holder of shares of Liberty Virginia Common Stock, Liberty Preferred Stock or Liberty Warrants for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws.”

          (n) Exchange of Shares and Warrants. Section 4.2(g) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:

“In the event any Liberty Virginia Common Certificate, Liberty Virginia Preferred Certificate or Liberty Warrant shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Liberty Virginia Common Certificate, Liberty Virginia Preferred Certificate or Liberty Warrant to be lost, stolen or destroyed and, if reasonably required by PRISA, the posting by such person of a bond in such amount as PRISA may determine is reasonably necessary as

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indemnity against any claim that may be made against it with respect to such Liberty Virginia Common Certificate, Liberty Virginia Preferred Certificate or Liberty Warrant, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Liberty Virginia Common Certificate, Liberty Virginia Preferred Certificate or Liberty Warrant, the Per Share Cash Election Consideration, Per Share Mixed Election Consideration, Per Share Series A Consideration, the Per Share Series B Consideration, the Per Share Series C Consideration, the Per Share Series D Consideration, the Per Share Series E Consideration or Warrant Consideration and any Fractional Share Cash to which the holder is entitled.”

          (o) Prisa Capitalization. Section 7.2(a) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:

“As of the date hereof, the issued share capital of PRISA is EUR 21,913,550, represented by 219,135,500 ordinary shares, nominal value of EUR 0.10 each (the “PRISA Capital Stock”). All of the issued and outstanding shares of the PRISA Capital Stock have been, and all of the PRISA Shares to be delivered as Per Share Mixed Election Consideration, Per Share Series A Consideration, Per Share Series B Consideration, Per Share Series C Consideration, Per Share Series D Consideration, Per Share Series E Consideration and Warrant Consideration will be duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights arising out of the PRISA Organizational Documents or any contract binding upon PRISA, with no personal liability attaching to the ownership thereof. As of the date of this Agreement, there are no bonds, debentures, notes or other indebtedness of PRISA or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which PRISA shareholders may vote (“Voting Debt”). As of the date of this Agreement, except pursuant to this Agreement or the Ancillary Agreements, PRISA does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the issuance of shares of PRISA Capital Stock, Voting Debt or any other equity securities of PRISA or any securities representing the right to have any share of PRISA Capital Stock issued, Voting Debt or any other equity securities of PRISA issued.”

          (p) Securities Purchase From Sponsors. Section 9.19 of the Business Combination Agreement is hereby amended by replacing the number “2,796,000” with “3,296,000” and by replacing the number “2,600,000” with “3,100,000”.

          (q) Number of Prisa Shares: Section 10.2(e) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:

“Number of PRISA Shares. Provided that Liberty’s representations set forth in Section 6.2 are true and correct at Closing and that the Liberty

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Preferred Stock Account contains $500,000,000 of proceeds from the sale of the Liberty Preferred Stock (in excess of any interest earned thereon) fully available to make payments under Section 3.5, at the Exchange Effective Time: (a) the total number of PRISA Class A Ordinary Shares to be delivered pursuant to the Share Exchange and the Warrant Exchange, before giving effect to any cash in lieu of fractional shares, shall be not less than the sum of the PRISA Class A Ordinary Shares included in (i) the Per Share Mixed Consideration for all outstanding Mixed Consideration Electing Shares, (ii) the Per Share Series A Consideration for all outstanding shares of Liberty Virginia Series A Preferred Stock, (iii) the Per Share Series B Consideration for all outstanding shares of Liberty Virginia Series B Preferred Stock, (iv) the Per Share Series C Consideration for all outstanding shares of Liberty Virginia Series C Preferred Stock (v) the Per Share Series D Consideration for all outstanding shares of Liberty Virginia Series D Preferred Stock, (vi) the Per Share Series E Consideration for all outstanding shares of Liberty Virginia Series E Preferred Stock, and (vii) the Ordinary Share Consideration (as defined in the Warrant Amendment Agreement) for all outstanding Liberty Warrants; and (b) the total number of PRISA Class B Convertible Non-Voting Shares to be delivered pursuant to the Share Exchange, before giving effect to any cash in lieu of fractional shares, shall be not less than the sum of the PRISA Class B Convertible Non-Voting Shares included in (i) the Per Share Mixed Consideration for all outstanding Mixed Consideration Electing Shares, (ii) the Per Share Series A Consideration for all outstanding shares of Liberty Virginia Series A Preferred Stock, (iii) the Per Share Series B Consideration for all outstanding shares of Liberty Virginia Series B Preferred Stock, (iv) the Per Share Series C Consideration for all outstanding shares of Liberty Virginia Series C Preferred Stock (v) the Per Share Series D Consideration for all outstanding shares of Liberty Virginia Series D Preferred Stock and (v) the Per Share Series E Consideration for all outstanding shares of Liberty Virginia Series E Preferred Stock.”

          (r) Liberty Share Purchase. Section 10.3(h) of the Business Combination Agreement is hereby amended by replacing the number “2,796,000” with “3,296,000” and by replacing the number “2,600,000” with “3,100,000”

          (s) Maximum Cash Electing Shares and Liberty Virginia Redemption Shares. Section 10.3(i) of the Business Combination Agreement is hereby amended by replacing the number “70,000,000” with “80,000,000”.

          (t) Termination. Section 11.1(g) of the Business Combination Agreement is hereby amended by replacing the number “70,000,000” with “80,000,000”.

     2. No Other Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Business Combination

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Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

     3. Miscellaneous. The provisions of Sections 12.4 (Interpretation), 12.5 (Counterparts), 12.6 (Entire Agreement; Severability), 12.7 (Governing Law) and 12.10 (Submission to Jurisdiction; Waivers; Consent to Service of Process) of the Business Combination Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Amendment and the parties hereto mutatis mutandis.

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