REFINANCING MASTER AGREEMENT

Exhibit 10.01


		XXXXXXXX CHANCE S.L. ABOGADOS

REFINANCING MASTER AGREEMENT

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In Madrid, on 19 April 2010

BETWEEN

OF THE ONE PART:

BANCA MARCH, S.A., with registered offices at Palma, Xxxxxxx Xxxxxxxxx Xxxxxxx 0, and Spanish Tax Identity Number A-07004021 (hereinafter, “Banca March”), represented by Xx. Xxxxxxx Xxxxxxx Mayoral with Spanish Identity Card number 51.385.238-H and Mr. Xxxxxx Xxxxxxx Masa with Spanish Identity Card number 50.149.879-N, both duly empowered for these purposes.

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., with registered offices at Xxxxxx, Xxxxx xx Xxx Xxxxxxx 0, and Spanish Tax Identity Number A-48265169 (hereinafter, “BBVA”), represented by Xx. Xxxxx Xxxxxx xx Xxxxxx Xxxxxxxx with Spanish Identity Card number 5.250.487-R and Xx. Xxxxxx Xxxxxx-Xxxxxx Xxxxxxxx with Spanish Identity Card number 51.410.186-B, both duly empowered for these purposes.

BANCO BIZKAIA KUTXA, AURREZKI KUTXA ETA BAHITETXEA,with registered offices at Bilbao, Gran Vía 30, and Spanish Tax Identity Number G-48412720 (hereinafter, “BBK”), represented by Mr. Xxxxxx Xxxxxx Asensio with Spanish Identity Card number 2.088.033-R and Ms. Victoria Xxxxxxx Xxxxx Xxxxxx with Spanish Identity Card number 11.854.286-V, both duly empowered for these purposes.

BANCO BPI, S.A., SUCURSAL EN ESPAÑA, with registered offices at Xxxxxx, Xxxxx xx xx Xxxxxxxxxx 00, Bis, and Spanish Tax Identity Number A-0401036I (hereinafter, “BPI”), represented by Xx. Xxxxxx de Xxxxx Xxxx Xxxx with Spanish Identity Card number 50.815.067-V and Xx. Xxxxxxx Xxxxx Xxxxx with Spanish Identity Card number 50.036.424-Q, both duly empowered for these purposes.

BANCO CAIXA GERAL, S.A., with registered offices at Xxxxxx, xxxxx Xxxxxxxxx Xxxx, 0, and Spanish Tax Identity Number A-28226157 (hereinafter, “Caixa Geral”), represented by Xx. Xxxxxx Xxxxx Xxxxxx Xxxx with Spanish Identity Card number 51.958.230-B and Mr. Francisco Xxxxxx Xxxxxx Xxxxxxx with Spanish Identity Card number 50.411.292-F, both duly empowered for these purposes.

BANCO COOPERATIVO ESPAÑOL, S.A., with registered offices in Madrid, calle Virgen de los Peligros 4-6, and Spanish Tax Identity Number A-79496055 (hereinafter,

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“Banco Cooperativo”), represented by Xx. Xxxxxxx Xxxxxxxx Xxxxxxxxx-Xxxxxx, with Spanish Identity Card number 50.300.773-A, and Xx. Xxxxx Xxxxx Xxxxxxxxx Xxxxx, with Spanish Identity Card number 2.634.844-X, both duly empowered for these purposes.

BANCO DE SABADELL, S.A., with registered offices at calle XX xx Xxxx Xxx 00, Xxxxxxxx, Xxxxxxxxx, and Spanish Tax Identity Number A-28226157 (hereinafter, “Sabadell”), represented by Ms. Xxxxx Ángeles Fosar Mico with Spanish Identity Card number 50.824.616-K and Mr. Francisco Xxxxxx Xxxxxxxx Moñux with Spanish Identity Card number 50.947.033-D, both duly empowered for these purposes.

BANCO ESPAÑOL DE CRÉDITO, S.A, with registered offices at Madrid, Avenida Gran Vía de Hortaleza n.º 3, and Spanish Tax Identity Number A-28000032 (hereinafter, “Banesto”), represented by Xx. Xxxxx Xxxxxxxx Linaza with Spanish Identity Card number 78.880.194-S and Xx. Xxxx Xxxxxx Xxxxxxxxx Xxxxxxx with Spanish Identity Card number 50.304.905-H, both duly empowered for these purposes.

BANCO ESPIRITO SANTO, S.A., Sucursal en España with registered offices Xxxxx Xxxxxxx 00, 00000, Xxxxxx, and Spanish Tax Identity Number N0102800J (hereinafter, “Espirito Santo”), represented by Xx. Xxxxxx Xxxxxxx Xxxxxx-Loygorri Xxxxxx- Xxxxxxxx with Spanish Identity Card number 01.175.887-N and Xx. Xxxxxx Xxxxx Xxxxx Xxxxxx with Spanish Identity Card number 02.652.808-B, both duly empowered for these purposes.

BANCO ITAÚ EUROPA, S.A. – LONDON BRANCH with registered offices 00 Xxxxxxxx Xxxxxx, 0xx xxxxx, Xxxxxx XX0X 0XX , and registered with the Register of Companies for England and Wales under number FCO24329 (hereinafter, “Banco Itáu Europa”), represented by Xx. Xxxxxx Xxxxxxx Xxxxxxx with Spanish Identity Card number 24.271.916-Q, duly empowered for these purposes.

BANCA MONTE DEI PASCHI DI SIENA SpA, SUCURSAL EN LONDRES, with registered offices in London (UK) 00 Xxxx Xxxxxxx Xxxxxx, planta 6 (hereinafter, “Monte dei Paschi”), represented by Mr. Francisco Xxxxxx Xxxxx Xxxxxxxx, with Spanish Identity Card number 02.531.784-J, and Mr. Xxxx Xxxx, with Passport number 704.930.986, both duly empowered for these purposes.

BANCO PASTOR, S.A., with registered offices at La Coruña, cantón pequeño 1-3, Spanish Tax Identity Number A-15000128 (hereinafter, “Banco Pastor”), represented by Mr. Pablo

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Xxxxxxx Xxxxxx, with Spanish Identity Card number 33.525.540-G, duly empowered for these purposes.

BANCO POPULAR ESPAÑOL S.A., with registered offices xxxxx Xxxxxxxxx, 00, 00000 Xxxxxx, and Spanish Tax Identity Number A-28000727 (hereinafter, “Banco Popular”), represented by Xx. Xxx Xxxxxxx Ares with Spanish Identity Card number 71.125.788-J and Xx. Xxxxxxx Xxxx Xxxxxxx Xxxxxxx with Spanish Identity Card number 43.128.691-B, both duly empowered for these purposes.

BANCO SANTANDER, S.A., with registered offices at Santander, Paseo xx Xxxxxx 9-12, and Spanish Tax Identity Number A-39000013 (hereinafter, “Santander”), represented by Xx. Xxxx Xxxxxxx Xxxxxxxxx with Spanish Identity Card number 7.227.353-V and Xx. Xxxxxx Xxxxxxxx de Xxxxxx with Spanish Identity Card number 52.477.632-G, both duly empowered for these purposes.

BANK AUDI SARADAR FRANCE, with registered offices at 00, Xxxxxx xxx Xxxxxx-Xxxxxxx, Xxxxx and registered under number B 315766176 in the commercial register of paris (hereinafter, “Audi”), represented by Mr. Francisco Xxxxxx Xxxxx Xxxxxxxx with Spanish Identity Card Number 02.531.784-J and Mr. Xxxx Xxxx with British Passport Number 704.930.986, both duly empowered for these purposes.

BANKINTER, S.A. with registered offices at Xxxxx xx xx Xxxxxxxxxx, 00, Xxxxxx and Spanish Tax Identity number A-28157360 (hereinafter, “Bankinter”), represented by Xx. Xxxx Xxxxxx Ochoarrearte Xxxxxxxxxx with Spanish identity Card Number 27.336.203-J and Mr. Xxxxx de las Xxxx Capa with Spanish Identity Card Number 2.491.775-R, both duly empowered for these purposes.

BANKOA, S.A., with registered offices at xxxxx xxxxxxxx xx xxxxxxx 00 and spanish tax identity number A-20043717 (hereinafter, “Bankoa”), represented by Xx. Xxxxxxxxx Xxxxxxx Riaza with Spanish Identity Card Number 50.786.085-S and Xx. Xxxxx Xxxx Xxxxxxxxx-Xxxxxx Oyón with Spanish Identity Card number 16.551.373-K, both duly empowered for these purposes.

BNP PARIBAS, SUCURSAL EN ESPAÑA, with registered offices at Madrid, Ribera del Loira nº 28, and Spanish Tax Identity Number A-0011117-I (hereinafter, “BNP Spain”), represented by Xx. Xxxxxx Xxxx Xxxxxx with Spanish Identity Card number 25.084.965-S and Xx. Xxxxxx Xxxxxxxxxxx Xxxxx with Spanish Identity Card number 50.303.379-X, both duly empowered for these purposes.

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CAIXA BANCO DE INVESTIMENTO, S.A. SUCURSAL FINANCEIRA EXTERIOR, with registered offices at Rua Barata Salgueiro, number 33, Lisbon and Tax Identity Number 501898417, registered in the Lisbon Comercial Registry (hereinafter, “Caixa BI”), represented by Xx. Xxxxx Xxxxxxx Xxxxxxx with Spanish Identity Card number 30.207.134-S and Ms. Xxx Xxxxxx Lareu with Spanish Identity Card number 02.624.612-J, both duly empowered for these purposes.

CAIXA DE AFORROS DE VIGO, OURENSE Y PONTEVEDRA, with registered offices in Xxxxxxx Xxxxxx Xxxxxx, 0 xxx 0, 00000 Xxxx and Spanish Tax Identity Number G-36600369 (hereinafter, “Caixanova”) represented by Ms. Arancha Xxxxxxx Xxxxx with Spanish Identity Card number 44.446.276-H, duly empowered for these purposes.

CAIXA DE AHORROS XX XXXXXXX, with registered offices in e la Coruña, Xxx Xxxxx, 00-00 Xxxxxxx Tax Identity Number G-15028947 (hereinafter, “Caixa Galicia”), represented by Xx. Xxxxxx Xxxxxxxx Cachaza with Spanish Identity Card number 32.756.081-X, duly empowered for these purposes.

CAIXA D’ESTALVIS I PENSIONS DE BARCELONA (CAJA DE AHORROS Y PENSIONES DE BARCELONA) with registered offices at Barcelona, Avenida Diagonal número 621-629 and Spanish Tax Identity Number G-58.899.998 (hereinafter, “la Caixa) represented by Xx. Xxxxxx xx Xxxxxx Halcón with Spanish Identity Card number 27.312.996-J and Mr. Xxxxx Xxxxxxx Bargos with Spanish Identity Card number 00.837.908-H, both duly empowered for these purposes.

CAJA DE AHORROS DE ASTURIAS, with registered offices in Xxxxxx, Xxxxx xx xx Xxxxxxxxxxx, xxxxxx 0 and Spanish Tax Identity Number G-33001884 (hereinafter, “Caja Asturias”), represented by Xx. Xxxxxx Xxxxxxx Xxxxxxx with Spanish Identity Card number 50.697.840-K, duly empowered for these purposes.

CAJA DE AHORROS XX XXXXXXXX, XXXXXXXXX Y ALICANTE (BANCAJA), with registered offices at xxxxx Xxxxxxxxxx, xxxxxx 0, Xxxxxxxxx with Spanish Tax Identity Number G-46002804 (hereinafter, “Bancaja”), represented by Xx. Xxxx Xxxxxx Xxxxx Xxxxx with Spanish Identity Card number 45.423.027-M, duly empowered for these purposes.

CAJA DE AHORROS DE VITORIA Y ÁLAVA, with registered offices at calle Xxxxx xx xx Xxxxxxxx xxxxxx 0 with Spanish Tax Identity Number G-01104256 (hereinafter, “Caja Vital”), represented by Xx. Xxxx Xxxxx Xxxxxxxx Xxxxxx with Spanish Identity Card number 1.398.423-T, duly empowered for these purposes.

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CAJA DE AHORROS DEL MEDITERRÁNEO, with registered offices in Alicante, calle San Xxxxxxxx 40, with Spanish Tax Identity Number G-03046562 (hereinafter, “CAM”), represented by Xx. Xxxxxxx Xxxxxxx Xxxxxxxxxx, with Spanish Identity Card number 05.380.719-F, duly empowered for these purposes.

CAJA DE AHORROS Y MONTE DE XXXXXX XX XXXXXX with registered offices at Madrid, Plaza de Celenque nº 2 and Spanish Tax Identity Number G-28029007 (hereinafter, “Caja Madrid”), represented by Mr. Francisco Xxxxxx Xxxxxxxxx-Xxxxxx Xxxxx-Xxxxxx with Spanish Identity Card number 50.298.754-P and Xx. Xxxx Xxxx Xxxxxx Xxxxx with Spanish Identity Card number 821.184-S, both duly empowered for these purposes.

CAJA DE AHORROS Y MONTE DE XXXXXX XX XXXXXXX with registered offices at Xxxxxxx, Xxxxxxx xx Xxxxxxxxx Xxxxxxx, 0 and Spanish Tax Identity Number G-40000192 (hereinafter, “Caja Xxxxxxx”), represented by Xx. Xxxxxxx Xxxxxx Xxxxxx with Spanish Identity Card number 5.347.871-A, duly empowered for these purposes

CAJA DE AHORROS Y MONTE DE XXXXXX XX XXXXXXXX, XXXXXX Y RIOJA (IBERCAJA) with registered offices at Xxxxxxxx Plaza de Xxxxxxx Xxxxxxx number 2 and Spanish Tax Identity Number G-50000652 (hereinafter, “Ibercaja”), represented by Xx. Xxxxxxx Xxxxx Criado with Spanish Identity Card number 50.300.392-J, duly empowered for these purposes.

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, SUCURSAL EN ESPAÑA with registered offices at Xxxxx xx xx Xxxxxxxxxx 0, Xxxxxx 00000 and Spanish Tax Identity Number A-00110043-G (hereinafter, “Calyon”), represented by Xx. Xxxxxx Xxxxxxxxxxx Aranzana with Spanish Identity Card number 13.164.280-T and Xx. Xxxxx Xxxx Xxxxxxx with Spanish Identity Card number 5.411.775-J, both duly empowered for these purposes.

CITIBANK INTERNATIONAL PLC, SPANISH BRANCH, with registered offices at Spain, calle Xxxx Xxxxxx y Gasset, 29, Edificio Xxxxxxx and Spanish Tax Identity Number N0066134H (hereinafter, “Citibank”), represented by Xx. Xxxxx Xxxxx-Xxxxxxx Xxxxxxxxx-Xxxxxxx with Spanish Identity Card number 50.812.595-Y.

COMMERZBANK AKTIENGESELLSCHAFT with registered offices at Spain, Paseo de la Castellana, number 110 and Spanish Tax Identity Number A-0041282E (hereinafter, “Commerzbank”), represented by Xx. Xxxxxx Xxxx of Austrian nationality with Spanish residence card X-2280472-E and Xx. Xxxxxxx Xxxxxxxx Xxxxx with British Passport Number 702.826.963, both duly empowered for these purposes.

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COÖPERATIEVE CENTRALE RAIFEEISEN-BOERENLEENBANK, B.A., SUCURSAL EN ESPAÑA, with registered offices, calle Xxxxxxx 30, Spanish Tax Identity Number F-0031750-C registered Commercial Registry of Madrid (volume 12.663, folio 129, sección 8^a, page M-202798) (hereinafter, “Rabobank”), represented by Mr. Marco Xxxxxxx Xxxxxx Xxxxxx, with Spanish Identity Card number 01.929.126-R, and Xx. Xxxxx Xxxxxxx Xxxxxx-Xxxxxxx, with Spanish Identity Card number 44.431.056-R, both duly empowered for these purposes.

FORTIS BANK, S.A., SUCURSAL EN ESPAÑA, with registered offices at calle Xxxxxxx 73 and Spanish Tax Identity Number A-0021127 (hereinafter, “Fortis”), represented by Xx. Xxxxxxxx Xxxxxx de xx Xxxxxx with Spanish Identity Card number 2.516.247-R and Xx. Xxxxxxx Xxxx Aldeanueva with Spanish Identity Card number 3.101.793-J, both duly empowered for these purposes.

HSBC BANK PLC, SUCURSAL EN ESPAÑA, with registered offices at Madrid, Plaza Xxxxx Xxxx Xxxxxxx s/n, Xxxxx Picasso, 33rd floor, and Spanish Tax Identity Number W-0061401F (hereinafter, “HSBC”), represented by Mr. Francisco Xxxxxx Xxxxx Xxxxxxxx with Spanish Identity Card number 02.531.784-J and Mr. Xxxx Xxxx with British Passport Number 704.930.986, both duly empowered for these purposes.

INSTITUTO DE CRÉDITO OFICIAL, Public Spanish Company with registered offices at Xxxxxx, Xxxxx xxx Xxxxx 0 and Spanish Tax Identity Number Q-28-76002C (hereinafter, “ICO”), represented by Ms. Xxxxxx Xxxxx Xxxxxx with Spanish Identity Card number 50.848.182-N.

XXXXX XX XXXXXX Y CAJA GENERAL DE AHORROS DE BADAJOZ, with registered offices at Badajoz, Xxxxx xx Xxx Xxxxxxxxx, 00 and Spanish Tax Identity Number 32339889A (hereinafter, “Caja Badajoz”), represented by Xx. Xxxxx Xxxxxxxxxx Xxxxxxxx with Spanish Identity Card number 5.269.619-C.

NATIXIS, SUCURSAL EN ESPAÑA with registered offices at Madrid, Paseo de Recoletos 7 y 9 and Spanish Tax Identity Number N-0013055-1 (hereinafter, “Natixis”), represented by Xx. Xxxx Xxxx Xxxxxxx Xxxxxx with Spanish Identity Card number 46.112.737-Z and Xx. Xxxxx Xxxxxxxx Xxxxxxxx with Spanish Identity Card number 405.859-R, both duly empowered for these purposes.

SOCIÉTÉ GÉNÉRALE, S.A., with registered offices in Paris (France), 00 Xxxxxxxxx Xxxxxxxxx registered in Commercial Registry of Paris and France Tax Identity Number 552.120.222 RCS (en lo sucesivo, “SocGen”), represented by Xx. Xxxxxxxx Xxxxxxx Xxxxx

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xx Xxxxxx, with Spanish Identity Card number 15.896.203-Y, and Mr. Xxxxx Xxxxx Damlaimcourt Xxxxxxx, with Spanish Identity Card number 50.716.456-F, both duly empowered for these purposes.

THE ROYAL BANK OF SCOTLAND, PLC, with registered offices at 00 Xx. Xxxxxx Xxxxxx, Xxxxxxxxx XX00XX and Scotish Tax Identity Number 90312 (hereinafter, “RBS”), duly represented.

The “Senior Lenders”

OF ANOTHER PART:

BNP PARIBAS, SUCURSAL EN ESPAÑA, with registered offices at Madrid, Ribera del Loira nº 28, and Spanish Tax Identity Number A-0011117-I (hereinafter, “BNP Spain”), represented by Xx. Xxxxxx Xxxx Xxxxxx with Spanish Identity Card number 25.084.965-S and Xx. Xxxxxx Xxxxxxxxxxx Xxxxx with Spanish Identity Card number 50.303.379-X, both duly empowered for these purposes.

CAIXA D’ESTALVIS I PENSIONS DE BARCELONA (CAJA DE AHORROS Y PENSIONES DE BARCELONA) with registered offices at Barcelona, Xxxxxxx Xxxxxxxx

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xxxxxx 000-000 and Spanish Tax Identity Number G-58899998 (hereinafter, “la Caixa represented by Xx. Xxxxxx xx Xxxxxx Halcón with Spanish Identity Card number 27.312.996-J and Mr. Xxxxx Xxxxxxx Bargos with Spanish Identity Card number 00.837.908-H, both duly empowered for these purposes.

HSBC BANK PLC, with registered offices at Xxxxx 0, Xxxxxx Xxxxxx, Xxxxxx X00 0XX, registered at the Registration Office of Companies of England and Wales under the No. 14259 (hereinafter, “HSBC London”), represented by Mr. Francisco Xxxxxx Xxxxx Xxxxxxxx with Spanish Identity Card number 02.531.784-J and Mr. Xxxx Xxxx with British Passport Number 704.930.986, both duly empowered for these purposes.

HSBC BANK PLC, SUCURSAL EN ESPAÑA, with registered offices at Madrid, Plaza Xxxxx Xxxx Xxxxxxx s/n, Torre Picasso, 33rd floor, and Spanish Tax Identity Number W-0061401F (hereinafter, “HSBC”), represented by Mr. Francisco Xxxxxx Xxxxx Xxxxxxxx with Spanish Identity Card number 02.531.784-J and Mr. Xxxx Xxxx with British Passport Number 704.930.986, both duly empowered for these purposes.

The “Bridge Lenders”

OF ANOTHER PART:

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CAIXA D’ESTALVIS I PENSIONS DE BARCELONA (CAJA DE AHORROS Y PENSIONES DE BARCELONA) with registered offices at Barcelona, Avenida Diagonal número 621-629 and Spanish Tax Identity Number G-58899998 (hereinafter, “la Caixa represented by Xx. Xxxxxx xx Xxxxxx Halcón with Spanish Identity Card number 27.312.996-J and Mr. Xxxxx Xxxxxxx Bargos with Spanish Identity Card number 00.837.908-H, both duly empowered for these purposes.

The “Bilateral Lenders”

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The Senior Lenders, the Bridge Lenders and the Bilateral Lenders will be hereinafter jointly referred to as the “Lenders”.

OF ANOTHER PART:

BNP PARIBAS, SUCURSAL EN ESPAÑA, with registered offices at Madrid, Ribera del Loira nº 28, and Spanish Tax Identity Number A-0011117-I (hereinafter, “BNP Spain”), represented by Xx. Xxxxxx Xxxx Xxxxxx with Spanish Identity Card number 25.084.965-S and Xx. Xxxxxx Xxxxxxxxxxx Xxxxx with Spanish Identity Card number 50.303.379-X, both duly empowered for these purposes.

CAIXA D’ESTALVIS I PENSIONS DE BARCELONA (CAJA DE AHORROS Y PENSIONES DE BARCELONA) with registered offices at Barcelona, Avenida Diagonal número 621-629 and Spanish Tax Identity Number G-58899998 (hereinafter, “la Caixa represented by Xx. Xxxxxx xx Xxxxxx Halcón with Spanish Identity Card number 27.312.996-J and Mr. Xxxxx Xxxxxxx Bargos with Spanish Identity Card number 00.837.908-H, both duly empowered for these purposes.

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with Spanish Identity Card number 50.298.754-P and Xx. Xxxx Xxxx Xxxxxx Xxxxx with Spanish Identity Card number 821.184-S, both duly empowered for these purposes.

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, with registered offices at 0 Xxxx xx Xxxxxxxxx Xxxx Xxxxxx, 0000, Xxxxx La Défense Cedex, and French Tax Identity Number 304 187 701 (hereinafter, “Crédit Agricole”), represented by Xx. Xxxxxx Xxxxxxxxxxx Aranzana with Spanish Identity Card number 13.164.280-T and Xx. Xxxxx Xxxx Xxxxxxx with Spanish Identity Card number 5.411.775-J, both duly empowered for these purposes.

CITIBANK INTERNATIONAL PLC, LONDON BRANCH, with registered offices at London, 00 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, X00 0XX (hereinafter, “Citibank London”), represented by Xx. Xxxxx Xxxxx Cardenal, with Spanish Identity Card number 00.810.653-H.

The “Hedge Counterparties”

OF ANOTHER PART:

The “Subordinated Lender”

HSBC BANK PLC, SUCURSAL EN ESPAÑA is also acting in this Agreement in its capacity as Agent of the Lenders and the Hedge Counterparties.

The Bilateral Lenders hereby expressly appoint HSBC BANK PLC, SUCURSAL EN ESPAÑA to act as their Agent under this Agreement and under the Guarantee and Security Agreement described below.

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AND OF THE OTHER PART:

PROMOTORA DE INFORMACIONES, S.A., a company duly incorporated under the laws of Spain, with registered offices at Madrid, Gran Vía 32, and Spanish Tax Identity Number A-28.297.059 (hereinafter, “PRISA” or the “Borrower”), duly represented by Xx. Xxxx Xxxx Xxxxxxx Echarri, with Spanish Identity Card number 00.551.854-S, duly empowered for these purposes.

OF ANOTHER PART:

GRUPO EMPRESARIAL DE MEDIOS IMPRESOS, S.L., a company duly incorporated under the laws of Spain, with registered offices at Xxxxxx, Xxxx Xxx 00,xxx Spanish Tax Identity Number 82.499.856 (hereinafter, “GMI”), duly represented by Xx. Xxxx Xxxxx Xxxxxx Xxxx, with Spanish Identity Card number 22.711.002-C, duly empowered for these purposes.

DIARIO EL XXXX, X.X., a company duly incorporated under the laws of Spain, with registered offices at Madrid, Calle Xxxxxx Xxxxx 40 and Spanish Tax Identity Number B-78.426.046 (hereinafter, “Diario El País”), duly represented by Xx. Xxxx Xxxxx Xxxxxx Xxxx, with Spanish Identity Card number 22.711.002-C, duly empowered for these purposes.

VERTIX, S.G.P.S, S.A., a company duly incorporated under the laws of Portugal, with registered offices at Xxxxxxx xx Xxxxxxxx, 000, Xxxxxxxxx – Oerias, registered with the commercial registry of Cascais with Number 82.499.856 (hereinafter, “Vertix”), duly represented by Xx. Xxxxxx Xxxxxxx Xxxxxx, with Spanish Identity Card number 50.307.639-S, duly empowered for these purposes.

GRUPO XXXXXXXXXX DE EDICIONES, S.L., a company duly incorporated under the laws of Spain, with registered offices at Xxxxxx, xxxxx Xxxxxxxxxxx 00 and Spanish Tax Identity Number B-28.095.420 (hereinafter, “Xxxxxxxxxx”), duly represented by Xx. Xxxxxx Xxxxx Xxxxxxx Xxxxxxxxx, with Spanish Identity Card number 13.093.494-A, duly empowered for these purposes.

SOCIEDAD DE SERVICIOS RADIOFÓNICOS UNIÓN RADIO, S.L. a company duly incorporated under the laws of Spain, with registered offices at Madrid, Gran Vía 32 nd Spanish Tax Identity Number B-80.739.063 (hereinafter, “Unión Radio”). duly represented by Xx. Xxxxxxx Delkader Xxxx, with Spanish Identity Card number 31.183.680-G, duly empowered for these purposes.

The “Guarantors”

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SOGECABLE, S.A., a Spanish company with registered address at Tres Cantos, Xxxx. xx xxx Xxxxxxxxx, 0, and C.I.F. number A-79.114.815 (hereinafter, indistinctly, “Sogecable”), represented by Mr. Xxxxx Xxxxxx Xxxxxxx, with Spanish Identity Card number 2.601.897-E, duly authorised for this purpose.

PRISA, the Guarantors, Sogecable, the Lenders, the Hedge Counterparties and the Subordinated Lender will be hereinafter jointly referred to as the “Parties”, and individually, as the or one “Party”.

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THEY HEREBY DECLARE

I		That on 19 May 2006 PRISA and the Senior Lenders, with HSBC Sucursal en España acting as Agent (the “Senior Agent”), entered into a syndicated credit agreement up to one thousand and six hundred million euros (€1,600,000,000) that was amended on 19 June 2007 for the purposes of, among others, increase the maximum amount up to two thousand and fifty million euros (€2,050,000,000) and on 24 March 2010 (hereinafter, such agreement as amended from time to time, the “Senior Facility Agreement” or “SFA”).

		The maturity date of the Senior Facility Agreement is 19 May 2013 (the “Senior Facility Maturity Date”).

		The Senior Lenders are listed in Annex I.

II		That on 20 December 2007 PRISA and the Bridge Lenders, with HSBC Sucursal en España acting as Agent (the “Bridge Agent”), entered into a syndicated credit agreement up to four thousand and two hundred and thirty million euros (€4,230,000,000) that was amended on 27 December 2007, on 29 February 2008, on 22 May 2008, on 20 June 2008, on 18 July 2008, 10 November 2008, 31 March 2009, 30 April 2009 and 13 May 2009 and on 30 March 2010 (hereinafter, such agreement, as amended, supplemented or restated, from time to time, (the “Bridge Facility Agreement” or “BFA”).

		The maturity date of the Bridge Facility Agreement is 19 April 2010 (the “Bridge Facility Maturity Date”).

		The Bridge Lenders are listed in Annex II.

III		That PRISA and its subsidiary Xxxxxxxxxx have signed bilateral financing agreements with certain financial entities: these agreements are listed in Annex III.

		The financial entities listed in Annex III, and in relation to the amount of bilateral financing set out therein opposite such financial entity’s name, will be hereinafter referred to as the “Bilateral Lenders”, and these facilities will be referred to as the “Bilateral Facilities Agreements”.

		Hereinafter, the Senior Facilities Agreement, the Bridge Facilities Agreement and the Bilateral Facilities Agreements will be referred to as the “Facilities Agreements”.

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IV		That on 15 July 2005 Sogecable S.A., currently a 100% subsidiary to PRISA (“Sogecable”) and certain financial entities, with HSBC Sucursal en España acting as Agent (the “Sogecable Agent”), entered into a syndicated credit agreement up to one thousand and six hundred million euros (€1,600,000,000) (hereinafter, such agreement the “Sogecable Facility Agreement”).

V		That on 20 December 2007 Sogecable and Telefónica de España S.A. (“Telefónica”) entered into a subordinated debt agreement which is in an amount outstanding as at the date hereof of two hundred and thirty two million euro (€232 Million) (hereinafter, such agreement the “Telefónica Subordinated Debt”).

VI		That on 20 December 2007, HSBC and PRISA entered into a subordinated facility agreement up to two hundred million euros (€200,000,000) (hereinafter, such agreement the “PRISA Subordinated Agreement”).

VII		That on 18 July 2008, and on the context of the request made by PRISA to the Senior Lenders for a waiver of certain aspects of the Senior Facility Agreement, PRISA executed, before Xx Xxxxxxx Xxxx Xxxxxxx, Notary Public in Madrid, and under number 2,032 of his official records, a public deed confirming certain undertakings (the “Ratification of Undertakings Deed”).

VIII		That PRISA has also entered into certain hedging agreements with the Hedge Counterparties. Those agreements and the relevant Hedge Counterparties are listed in Annex IV.

IX		That the guarantees and/or security granted as of today by PRISA and the Guarantors in favour of the Lenders, the Hedge Counterparties and the Subordinated Lender are described in the chart attached to this agreement as Annex V.

X		That PRISA wishes to restructure its debt and ensure its medium-term financial stability in order to exploit its strength on the market and brand leadership, expecting to thus generate greater economic value for its shareholders and financial creditors (the “Debt Restructuring”).

XI		That the Debt Restructuring is based on the following basic principles, namely, (i) a reduction of the current level of debt maintained by PRISA with the Senior Lenders and the Bridge Lenders under the Senior Facility Agreement and the Bridge Facility Agreement respectively; (ii) the extension of (a) the Bridge Facility Maturity Date and (b) the Bilateral Facilities Agreements maturity dates (the “Bilateral Facilities

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		Maturity Dates”) to the same date as the Senior Facility Maturity Date; (iii) the amendment of certain terms and conditions of both the Senior Facility Agreement and the Bridge Facility Agreement; and (iv) the granting by PRISA of New Security (as this term is defined in Clause 8) in the terms and conditions set out in Clause 8.

		With a view to generating the funds necessary to proceed with the reduction of the debt mentioned in paragraph (i) above, PRISA is in the process of implementing (a) the sale of certain assets, as described in Clause 2 and (b) the increase of its equity, as described in Clause 3, by means of (1) a capital increase in kind to be subscribed by the stockholders of Liberty Acquisitions Holdings Corp. (“Liberty”) by means of an exchange of securities involving the delivery of all outstanding Liberty shares and warrants against newly issued shares of PRISA and (2) a capital increase to be subscribed in cash by its current shareholders.

		For the purposes of paragraph (ii) above mentioned, the extension of the Bridge Facility Maturity Date is subject to the terms and conditions set out in Clause 5.

XII		That (a) the application of the funds received from the transactions described in Recital XI above, as well as (b) the release by the Lenders, the Hedge Counterparties and the Subordinated Lender of certain personal or in rem guarantees granted in their favour are essential elements for the Debt Restructuring, which requires the consent of the Senior Lenders and the Bridge Lenders on certain points, pursuant to the provisions of the Senior Facility Agreement and Bridge Facility Agreement, respectively.

XIII		And as the Parties wish to set out the basis and conditions pursuant to which the Debt Restructuring will be carried out in this master agreement, they agree to enter into this REFINANCING MASTER AGREEMENT (the “Agreement”) pursuant to the following

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CLAUSES

0. DEFINITIONS

“Amended December 2009 Instalment” means the amortization installment due in December 2009 under the Senior Facility Agreement as amended by a novation agreement entered into, among others, the Senior Lenders and PRISA on 24 March 2010, with effects as of 18 March 2010, on a public document executed before the Public Notary of Madrid Xx. Xxxxxxx Xxxx Xxxxxxx.

“Audited Consolidated Annual Financial Statements “ means the audited consolidated annual financial statements of the PRISA Group for the financial year ending on 31 December 2009 (in sufficient copies for the Lenders) with no other qualification than the Final Bridge Facility Maturity Date Extension being conditional only upon satisfaction of the conditions precedent set out in Schedule 2;

“Auditor” means Deloitte, S.L.;

“Business day” means, in order to calculate interest rates and to make payments, any day (except for Saturdays and Sundays) on which TARGET 2 (Trans-European Automated Real-time Gross Settlement Express Transfer 2 payment system) is open for settlement of payments in Euro, and for other concepts, any day of the week except Saturdays, Sundays and holidays according to the official calendars for Madrid, Barcelona and London;

“Digital +” means the direct-to-home satellite TV operation of Sogecable, S.A.;

“Event of Default” means the event of default caused by the breach of PRISA or any of its subsidiaries of any of their obligations under this Agreement;

“Media Capital” means GRUPO MEDIA CAPITAL, S.G.P.S, S.A.;

“Net Proceeds” means in relation to the Media Capital Disposal or, as applicable, the Xxxxxxxxxx Disposal, the net cash proceeds received by the PRISA Group (including any amount received in repayment of intercompany debt other than from a member of the PRISA Group which remains a member of the PRISA Group) under or in relation to the Media Capital Disposal or, as applicable, the Xxxxxxxxxx Disposal, after deducting:

(a)

reasonable out of pocket expenses, costs and liabilities incurred by any member of the PRISA Group under or in connection with the Media Capital Disposal or, as applicable, the Xxxxxxxxxx Disposal.

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	(b)		VAT and other taxes paid or payable or reasonably reserved by any member of the PRISA Group as a direct result of the Media Capital Disposal or, as applicable, the Xxxxxxxxxx Disposal;

	(c)		any amounts required to be held in escrow pending determination of whether a purchase price adjustment or indemnity or other payment or adjustment will be made, for so long as and to the extent held in escrow; and

	(d)		any net cash proceeds effectively paid under any warranty or indemnity given in respect of the Media Capital Disposal or, as applicable, the Xxxxxxxxxx Disposal.

“New Equity Investment Documents” means, amongst other documents, (1) a “business combination agreement” (the “Business Combination Agreement”), dated 5 March 2010 and entered into by the Borrower and Liberty (2) an “agreement of commitment to vote in favour of the resolution for increase of capital in Promotora de Informaciones S.A.” dated 5 March 2010 and entered into by Xxxxxxxx X.X. and Liberty, (3) a “sponsor support agreement” dated 5 March 2010 and entered into by the Borrower, Berggruen Acquisition Holdings Ltd. And Xxxxxx Equitis II LLC, and (4) an “amendment agreement” to a Second Amended and Restated Warrant Agreement between Continental Stock Transfer & Trust Company and Liberty and dated 6 December 2007, such amendment agreement dated 5 March 2010 and entered into by, amongst others, Liberty and the Borrower, all such documents evidencing an agreement between the Borrower and Liberty to increase the share capital of the Borrower by an in-kind share exchange through the delivery to the Borrower of all the shares in Liberty and any warrants over shares in Liberty that may exist from time to time, for a combination of ordinary and non-voting convertible shares of the Borrower, on the condition that the Borrower shall actually acquire, once the merger between Liberty and a newly formed, wholly owned subsidiary of Liberty incorporated in the Commonwealth of Virginia takes place on the terms set out in the Business Combination Agreement, a cash net amount in USD of not less than, once converted into EUR at an EUR/USD exchange rate of 1.364 and together with the net proceeds effectively received by the Borrower as a consequence of the Rights Issue, EUR 450,000,000 (and shall include, without limitation, evidence of the filing of the related form 8-K with the United States Securities and Exchange Commission Written as required pursuant to Rule 425 under the Securities Act (17 CFR 230.425) (Commission File Number 001-33862)).

“Novation Agreement” means the novation agreement of the Senior Facility Agreement entered into, among others, the Senior Lenders and PRISA on 24 March 2010, with effects as

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of 18 March 2010, on a public document executed before the Public Notary of Madrid Xx. Xxxxxxx Xxxx Xxxxxxx;

“Ongoing” means Ongoing Media SGPS, S.A.;

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

“Rights Issue” means the offer to be made by PRISA to its shareholders in accordance with the terms of Clauses 9.3(d) and 9.18 of the Business Combination Agreement to subscribe in cash for the increase of its share capital in an amount of up to EUR 150,000,000.

“Xxxxxxxxxx” means Grupo Xxxxxxxxxx de Ediciones S.L.;

“Sogecable” means Sogecable, S.A.;

“Sogecuatro” means a 100% subsidiary of Sogecable to which the assets and liabilities of the free-to-air TV channel of Sogecable (Cuatro) have been spun-off;

“Subsidiary” means in relation to any company or corporation, a company or corporation:

	(a)		which is controlled, directly or indirectly, by PRISA;

	(b)		more than half of the issued share capital of which is owned, directly or indirectly (through one or more companies or corporations) by PRISA; or

	(c)		which is a Subsidiary of another Subsidiary of PRISA,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able (directly or indirectly) to direct its affairs and/or to control the composition of its board of directors or equivalent body;

“Telecinco” means Gestevisión Telecinco, S.A.;

“Vertix” means VERTIX, S.G.P.S, S.A.

“Unión Radio” means Sociedad de Servicios Radiofónicos Unión Radio S.L.

OBJECT OF THE AGREEMENT

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		The object of this Agreement is to set the terms and conditions under which PRISA will carry out the Debt Restructuring, in the terms set out below, with the consent of the Senior Lenders, the Bridge Lenders, the Bilateral Lenders, the Hedge Counterparties and the Subordinated Lender, as appropriate in each case.

		PRISA’s Debt Restructuring will be implemented along the following principles:

	(a)		the reduction of the current level of debt maintained by PRISA with the Lenders, via (i) the disposal of certain assets owned by PRISA and/or certain of its subsidiaries and equity raising and (ii) the application of the funds obtained in this way to the partial prepayment of the Senior Facility Agreement and the Bridge Facility Agreement;

	(b)		the extension of the Bridge Facility Maturity Date and the Bilateral Facilities Maturity Dates to the Senior Facility Maturity Date; and

	(c)		the amendment of certain terms and conditions of both the Senior Facility Agreement and the Bridge Facility Agreement; the granting of New Security (as this term is defined in Clause 8.2.) in the terms and conditions set out in Clause 8.

2.		DISPOSAL OF ASSETS

		For the purposes of the Debt Restructuring, PRISA is currently carrying out the following asset disposals:

2.1		Disposal of a minority interest in Media Capital.

		Media Capital is a 94,69% subsidiary of Vertix, which is in turn a 100% subsidiary of PRISA. Vertix entered into a Share Purchase Agreement with Ongoing dated 28 September 2009 to sell a 29.69% stake in the stock capital of Media Capital for a Net Proceeds of €100M. However this transaction was not approved by the Portuguese competition authorities as Ongoing did not satisfy the conditions imposed by the Entidade Reguladora para a Comunicação Social.

		As a consequence, Vertix hereby formally undertakes to (i) reinitiate a sale process with the view of selecting, as soon as possible, a buyer for the said stake in Media Capital, for an amount of not less than one hundred million Euros (€100,000,000) and on substantially the same terms and conditions as the Share Purchase Agreement with Ongoing and (ii) to complete the transaction by no later than 31 December 2010 (the

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		“Media Capital Disposal”). It is anticipated that the completion of the disposal will be conditional upon the partial release by the Lenders, the Hedge Counterparties and the Subordinated Lender, in accordance with Annex V, of the currently existing pledge over 100% of the shares owned by Vertix in the stock capital of Media Capital (the “Media Capital Pledge”).

2.2		Disposal of a minority interest in Xxxxxxxxxx.

		Xxxxxxxxxx is a 99.99% subsidiary of PRISA. PRISA has entered into a Share Purchase Agreement with the funds managed by DLJSAP Publishing Coöperatief U.A. dated 15 December 2009 to sell approximately a 25% stake in the stock capital of Xxxxxxxxxx for Net Proceeds of € 230 Million (the “Xxxxxxxxxx Disposal”). Completion of the disposal is conditional upon (i) the release by the Lenders and the Subordinated Lender of the currently existing guarantee issued by Xxxxxxxxxx in favour of the Lenders and the Subordinated Lender securing PRISA’s obligations under the Facilities Agreements and the PRISA Subordinated Agreement (the “Xxxxxxxxxx Guarantee”) as well as the partial release by the Lenders, the Hedge Counterparties and the Subordinated Lender of the currently existing pledge over 99.99% of the shares owned by PRISA in the stock capital of Xxxxxxxxxx (the “Xxxxxxxxxx Pledge”); and (ii) the approval by the Senior Lenders, the Bridge Lenders, and the Subordinated Lender of the conditions required by DLJSAP Publishing Coöperatief U.A. on the document annexed to the Share Purchase Agreement dated 15 December 2009 and that is hereby attached as Annex VI to this Agreement.

		The Senior Lenders, the Bridge Lenders and the Subordinated Lender hereby acknowledge and approve the conditions expressly listed in Annex VI (for the sake of clarity, they are not approving other conditions not expressly mentioned in Annex VI). Furthermore, the Agent is hereby authorised by each of the Senior Lenders, the Bridge Lenders and the Subordinated Lender, to sign any document that might be necessary or requested by DLJSAP Publishing Coöperatief U.A. for documenting the waiver and/or the approval of all the conditions expressly listed in Annex VI.

2.3		Disposal of a minority interest in DTS.

		Distribuidora de Televisión Digital S.A. (“DTS”) is a 100% subsidiary of Sogecable and, indirectly, a 100% subsidiary of PRISA. PRISA has agreed

(i)

to restructure the corporate organization of Sogecable, and in particular, transfer the business operation of Digital + to DTS;

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	(ii)		that Sogecable will sell a 22% stake in DTS to Telefónica pursuant to the terms and conditions of a Share Purchase Agreement dated 25 November 2009; and

	(iii)		that Sogecable will sell a further 22% stake in DTS to Telecinco, pursuant to the terms and conditions of a share purchase agreement dated 14 April 2010 entered into between Telecinco, Sogecable and PRISA.

		The transactions described under (i), (ii) and (iii) above will be hereinafter referred to as the “Digital + Disposal”.

		The total purchase price expected to be received by Sogecable is € 970 Million (of which €738 Million would be in cash and €232 Million would offset against the Telefónica Subordinated Debt).

3.		EQUITY RAISING.

		PRISA has (i) entered into a business combination agreement on 5 March 2010 with Liberty whereby pursuant to a share exchange the Liberty shareholders will become holders of PRISA securities and PRISA will become the sole shareholder of Liberty and owner of its cash deposit; and (ii) announced a rights offering for an amount of € 150 Million to be offered for subscription in cash by its current shareholders.

		The transaction referred to in (i) above will amount to a cash net amount in USD of not less than, once converted into EUR at an EUR/USD exchange rate of 1.364 and, together with the net proceeds effectively received by the Borrower as a consequence of the Rights Issue, € 450 Million, and is contingent on the Debt Restructuring being approved and certain other conditions.

		Hereinafter, the transactions mentioned in (i) and (ii) above will be referred to as the “Equity Raising”.

4.		APPLICATION OF PROCEEDS DERIVED FROM THE TRANSACTIONS DESCRIBED IN THE SECOND AND THIRD CLAUSES AND LENDERS’ CONSENT.

4.0		Initial application of proceeds

		Notwithstanding the application of proceeds rules stated under Clauses 4.1, 4.2 and 4.4 below, the parties hereto expressly agree that any proceeds obtained by PRISA

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		under any of the transactions described in Clauses 4.1, 4.2 and 4.4 below up to €70,115,116.84 shall be applied first to pay in full the Amended December 2009 Instalment.

4.1		Regarding the Media Capital Disposal

4.1.1.		The Lenders, the Hedge Counterparties and the Subordinated Lender hereby agree to release part of the Media Capital Pledge, but only in relation to the required number of shares of Media Capital as to permit the sale by Vertix of such shares under the Media Capital Disposal free of liens and encumbrances.

		This release will be conditional only upon the simultaneous receipt by Vertix of the Net Proceeds from the Media Capital Disposal and application of the funds as set out in Clause 4.1.2. below.

		The Agent is hereby authorized by each of the Lenders, the Subordinated Lender and the Hedge Counterparties, once the conditions for the release of the Media Capital Pledge have been met to the satisfaction of the Agent, to sign any document that might be necessary for documenting the release of the Media Capital Pledge.

4.1.2.		The Senior Lenders and the Bridge Lenders consent to the Net Proceeds received by Vertix under this transaction being upstreamed to PRISA through the most efficient mechanism and to the extent legally possible and being applied by PRISA to the Amended December 2009 Instalment in an amount of €70,115,116.84.

		It is expressly agreed that, if at the time on which the Media Capital Disposal is completed, the Amended December 2009 Instalment has already been paid, pursuant to the provisions of Clause 4.0, €70,115,116.84 of the Net Proceeds from the Media Capital Disposal shall be applied in prepayment of the Senior Facility Agreement and the Bridge Facility Agreement pro-rata amongst themselves (application of proceeds will be made against the Senior Facility Agreement scheduled amortisations in chronological order). Up to € 30 Million of the remaining Net Proceeds (following payment of the December 2009 Instalment) received from the Media Capital Disposal may be retained by PRISA. Any amount in excess of € 100 Million must be applied pro-rata against the Senior Facility Agreement and the Bridge Facility Agreement.

4.1.3.		PRISA accepts and undertakes to apply the Net Proceeds as set out in section 4.1.2 above within three (3) Business Days as from the date on which Vertix has effectively received such Net Proceeds.

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4.2		Regarding the Xxxxxxxxxx Disposal

4.2.1		The Lenders and the Subordinated Lender hereby agree to release (i) in full the Xxxxxxxxxx Guarantee; and (ii) together with the Hedge Counterparties, part of the Xxxxxxxxxx Pledge, but only in relation to the required number of shares of Xxxxxxxxxx as to permit the sale by PRISA of such shares under the Xxxxxxxxxx Disposal free of liens and encumbrances.

		The releases under (i) and (ii) above will be conditional only upon the simultaneous receipt by PRISA of the Net Proceeds from the Xxxxxxxxxx Disposal and application of the corresponding funds as set out in Clause 4.2.2. below.

		The Agent is hereby authorized by each of the Lenders, the Subordinated Lender and the Hedge Counterparties, once the conditions for the release of the Xxxxxxxxxx Guarantee and the Xxxxxxxxxx Pledge in accordance with paragraphs (i) and (ii) above have been met to the satisfaction of the Agent, to sign any document that might be necessary for documenting the release of the Xxxxxxxxxx Guarantee and Xxxxxxxxxx Pledge.

4.2.2		The Lenders hereby consent to the Net Proceeds received by PRISA pursuant to the Xxxxxxxxxx Disposal being applied as follows:

	(i)		€ 108 Million to the mandatory prepayment of the Bridge Facility Agreement

	(ii)		€ 97 Million to the mandatory prepayment of the amortisation instalment due under the Senior Facility Agreement for December 2010.

	(iii)		€ 25 Million to be retained by PRISA for working capital purposes

		It is expressly agreed that, if at the time on which the Xxxxxxxxxx Disposal is completed, the Amended December 2009 Instalment is to be repaid with the funds obtained by PRISA from the Xxxxxxxxxx Disposal, pursuant to the provisions of Clause 4.0, the amounts to be applied under paragraphs (i) and (ii) of this Section 4.2.2. shall be proportionally decreased in the same percentage than each of these amounts represent in the amount of €205 Million.

4.2.3		PRISA accepts and undertakes to apply the Net Proceeds on the way set out in section 4.2.2, and, in particular, to make the prepayments of the Senior Facility Agreement and the Bridge Facility Agreement before 30 June 2010.

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4.3		Regarding the Digital + Disposal

4.3.1		The Lenders hereby consent to the Net Proceeds received by Sogecable pursuant to the Digital+ Disposal being applied as follows:

	—		€ 232 Million to the prepayment of the Telefónica Subordinated Debt, which will be effected by way of set-off.

	—		€ 734 Million to the mandatory prepayment of the Sogecable Syndicated Facility.

4.3.2		PRISA accepts and undertakes to take all necessary actions for Sogecable to apply the proceeds as set out in the preceding paragraph, and, in particular, to make the prepayments of the Sogecable Syndicated Facility on three (3) Business Days from the date on which Sogecable has effectively received such Net Proceeds.

4.4		Regarding the Equity Raising

4.4.1		The Lenders agree to the Net Proceeds received by PRISA under, or immediately following the completion of the Equity Raising, being applied as follows:

(i)

Up to € 230 Million to be retained by PRISA to be applied as follows:

	(i)		€ 75 Million for working capital purposes;

	(ii)		up to € 95 Million to be held in an escrow account with the Agent (the “Cost Reduction Account”) to fund the planned cost reduction plan (the “Cost Reduction Plan”) before 31 December 2011. Amounts shall only be released from the Cost Reduction Account upon the delivery to the Agent of a certificate (in form and substance satisfactory to the Agent (acting reasonably)) signed by a director or the chief financial officer of the Borrower confirming (i) the amounts to be paid and (ii) that these amounts are reflected in the Cost Reduction Plan.

			If and to the extent that either the Cost Reduction Plan has not been completed by 31 December 2011, any balance remaining on the Cost Reduction Account shall be applied in prepayment of the Facilities in a pro-rata basis on 31 December 2011 (and

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			KPMG shall confirm that the amount to be applied in prepayment from the Cost Reduction Account is correct).

	(iii)		up to € 60 Million to cover transaction costs, such amount to be used within one (1) month from the date on which the injection of the equity has taken place, and any remaining amount to be applied in a pro-rata prepayment of all amounts outstanding under the Senior Facility Agreement and the Bridge Facility Agreement on 30 July 2010.

			On each of the date in which one month has elapsed from the date on which the injection of the equity has taken place and 31 December 2011, PRISA shall supply to the Agent, in sufficient copies for all the Lenders a certificate signed by either its Chief Financial Officer or a director providing reasonable detail and information on the amounts arising from the Equity Raising actually applied to that date to the purposes referred to in paragraphs (ii) and (iii) above.

	(ii)		up to € 31 Million for the repayment of the bilateral loans set out in Annex VII to this Agreement, and to the extent that one or more bilateral loans listed therein have been extended or renewed, any remaining amount not applied for this purpose shall be applied in a pro-rata prepayment of all amounts outstanding under the Senior Facility Agreement and the Bridge Facility Agreement.

	(iii)		the balance of the Equity Raising is to be applied in pro-rata prepayment of all amounts outstanding under the Senior Facility Agreement and the Bridge Facility Agreement.

		The application of the above proceeds will be made against the Senior Facility Agreement scheduled amortisations in chronological order.

		It is expressly agreed that, if at the time on which the Equity Raising is completed, the Amended December 2009 Instalment is to be repaid with the funds obtained by PRISA from the Equity Raising, pursuant to the provisions of Clause 4.0, the amount to be applied under paragraph (iii) of this Section 4.4.1. will be proportionally decreased. The amounts to be applied under paragraphs (i) and (ii) of this Section 4.4.1. will, in any case, remain unchanged.

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4.4.2		PRISA accepts and undertakes to apply the proceeds on the way set out in section 4.4.1 and, in particular, to make the prepayments of the bilateral loans described under Annex VII to this Agreement, the Senior Facility Agreement and the Bridge Facility Agreement on three (3) Business Days from the date on which it has effectively received such proceeds.

4.5		Restructuring Fee (the “Restructuring Fee”)

		PRISA will pay:

		(i) to the Senior Lenders, through the Senior Agent, a Restructuring Fee of 0.75% over the outstanding amount of the Senior Facility Agreement, to be distributed among the Senior Lenders according to their participation in the Senior Facility Agreement; and

		(ii) to the Bridge Lenders, through the Bridge Agent, a Restructuring Fee of 0.50% over the outstanding amount of the Bridge Facility Agreement, to be distributed among the Bridge Lenders according to their participation in the Bridge Facility Agreement.

		The Restructuring Fee will be paid within one (1) Business Day from the date on which Condition 5 of Schedule 2 has been met and PRISA effectively receives the funds arising out of the Equity Raising.

5.		AMENDMENT OF THE BRIDGE FACILITY AGREEMENT

		PRISA and the Bridge Lenders agree to modify the Bridge Facility Agreement pursuant to the terms and conditions of the Bridge Facility Amendment Agreement (the “Bridge Facility Amendment Agreement”), which is to be signed by PRISA and the Bridge Lenders on even date.

		The Bridge Facility Maturity Date set out in the Amendment Agreement is extended in two steps and subject to the following conditions:

5.1		Interim Bridge Facility Maturity Date Extension

		PRISA and the Bridge Lenders agree to extend the Bridge Facility Maturity Date until 30 July 2010 (the “Interim Bridge Facility Maturity Date Extension”), such extension coming into effect upon the Bridge Agent confirming to the Lenders that it has received from PRISA, on or before 19 April 2010, each of the documents listed in

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		Schedule 1, in each case in form and substance satisfactory to the Agent (the “Interim Conditions Precedent”).

		In the event any of the Interim Conditions Precedent have not been met by 19 April 2010, it will be understood that the Bridge Facility Amendment Agreement has not become effective and that Bridge Facility Maturity Date remains unaltered and therefore the Bridge Facility Maturity Date is 19 April 2010.

5.2		Final Bridge Facility Maturity Date Extension

		PRISA and the Bridge Lenders agree that, once the Interim Bridge Facility Maturity Date Extension has become effective and, if the conditions precedent listed in Schedule 2 (the “Final Conditions Precedent”) have been met on or prior to 30 July 2010 (and to this effect the Bridge Agent will have to confirm to the Lenders that it has received from PRISA, on or before 30 July 2010, each of the documents listed in Schedule 2 in each case in form and substance satisfactory to the Bridge Agent) the Bridge Facility Agreement shall be further amended on the term and conditions set out in the Schedule 2 part B of the Bridge Facility Amendment Agreement, such further amendment including an extension of the Bridge Facility Maturity Date until 19 May 2013 (the “Final Bridge Facility Maturity Date Extension”).

6.		AMENDMENT OF THE SENIOR FACILITY AGREEMENT

		PRISA and the Senior Lenders agree to amend the Senior Facility Agreement pursuant to the terms and conditions of the Senior Facility Amendment Agreement (the “Senior Facility Amendment Agreement”), which is to be signed by PRISA and the Senior Lenders on even date.

		Such amendment will become effective once the Final Conditions Precedent have been met on or prior to 30 July 2010 (and to this effect the Senior Agent will have to confirm to the Lenders that it has received from PRISA, on or before 30 July 2010, each of the documents listed in Schedule 2 in each case in form and substance satisfactory to the Agent).

6 BIS. AMENDMENT OF THE PRISA SUBORDINATED AGREEMENT

HSBC agrees there will be no improvement in the terms and conditions of the PRISA Subordinated Agreement, as long as PRISA’s existing bridge and syndicated loans under the Senior Facility Agreement and the Bridge Facility Agreement have not been repaid, refinanced, restructured or amended to improve its terms and conditions.

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7.		EXTENSION OF THE BILATERAL FACILITIES MATURITY DATES

7.1.		PRISA, Xxxxxxxxxx and the Bilateral Lenders, with the consent of the Senior Lenders, Bridge Lenders, Hedge Counterparties and the Subordinated Lender hereby agree to extend the maturity dates of the Bilateral Facilities Agreements subject to the same conditions applicable to the extension of the maturity date of the Bridge Facilities Agreement set out under Clause 5.1. and 5.2., that is to say, (i) until 30 July 2010, such extension being only conditional upon the conditions set out in Schedule 1 (the “Interim Bilateral Facilities Maturity Date Extension”) and, (ii) afterwards, until 19 May 2013, such extension being only conditional upon the conditions set out in Schedule 2 (the “Final Bilateral Facilities Maturity Date Extension”).

		For the purpose of this Clause 7.1, by executing this Agreement Xxxxxxxxxx is obliged to (and/or to make any of its subsidiaries to) carry out any actions and to grant any documents that may be necessary or appropriate to extend:

	7.1.1		the ten promissory notes mentioned in Annex III B) 1) of this Agreement according to the laws of the State of New York;

	7.1.2		the credit facility agreement whose current maximum amount is ten million US dollars (USD10,000,000) dated 17 July 2008, entered into with Santander and mentioned in Annex III B) 2) of this Agreement according to its applicable law,

		as soon as practicable.

7.2.		PRISA and Xxxxxxxxxx hereby represent and warrant that as of the date of this Agreement they have not entered into any further bilateral facilities agreement other than those listed under Annex III.

7.3		Subject to the condition that the Final Bilateral Facilities Maturity Date Extension has become effective, the Bilateral Lenders will share the same guarantees and security than the Senior Lenders and the Bridge Lenders (the “Security”) and, for this purposes, they will enter on even date into the Guarantee and Security Agreement with PRISA and certain of its subsidiaries.

		For the avoidance of doubt, the term Security includes both the currently existing guarantees and security in favour of the Senior Lenders and the Bridge Lenders and the New Security, as this term is defined in Clause 8 of this Agreement.

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7.4.		It is expressly agreed that all the Bilateral Lenders (i) not being a Senior Lender or a Bridge Lender and (ii) that will share the Security on the terms and conditions set out in Section 7.3. above, will be deemed to have given its consent to the release of the appropriate guarantees and/ or security under the Security to the extent that all the Senior Lenders and the Bridge Lenders have agreed to do so following a request of PRISA and /or any of its subsidiaries to sale an asset which is secured under the Security.

7.5.		It is also expressly agreed, in accordance with the provisions of the Guarantee and Security Agreement, that any Bilateral Lender sharing the Security on the terms and conditions set out in Sections 7.3. or 7.4. above will not be entitled to declare, separately to the Senior Lenders and the Bridge Lenders (that is to say, to the extent that the Senior Lenders and the Bridge Lenders have not previously declared the early termination of the Senior Facility Agreement and the Bridge Facility Agreement), an early termination of its respective Bilateral Facility Agreement vis-à-vis PRISA as a consequence of an event of default under such Bilateral Facility Agreement, but will be only entitled to claim against PRISA separately to the Senior Lenders and the Bridge Lenders any amount due and unpaid by PRISA under the Bilateral Facility Agreement.

7.6		Notwithstanding what it has been agreed in Sections 7.1 to 7.4, Caixa Galicia hereby agrees to extend the Bilateral Facility Agreement mentioned in Annex III, (A)(6) for a maximum amount of four million euros (€4,000,000) (the “Caixa Galicia’s Bilateral”) in the terms set out in Section 7.3 only until 30 July 2010, and reserves the right to a further extension until 19 May 2013 also in the terms and conditions set out in Section 7.3.

		If Caixa Galicia opts for the extension until 19 May 2013 they will send a notice to Prisa and the Agent and within 5 Business Days from the reception of such notice Prisa and Caixa Galicia will document such further extension on a public deed and once the extension until 19 May 2013 has been made, Prisa will grant the Security to Caixa Galicia under the same terms and conditions as those governing the Security for the rest of the Lenders and Hedge Counterparties in a pari passu basis with them.

		For the avoidance of doubt Caixa Galicia’s Bilateral will not share the Security until the moment on which it is extended until 19 May 2013 and then Section 7.5 will also apply to Caixa Galicia.

8.		OBLIGATION OF PRISA TO GRANT NEW SECURITY

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8.1

PRISA undertakes to grant in favour of the Lenders, the Hedge Counterparties and the Subordinated Lender (in this case on a subordinated basis), to the extent legally possible, on terms substantially similar to those set out in Clause 5 of the Guarantee and Security Agreement, and as security of the Lenders, the Hedge Counterparties and the Subordinated Lender:

(i)

a pari passu first ranking pledge over the shares owned by PRISA (or any other company of PRISA’s Group) in Unión Radio (the “Unión Radio New Security”).

8.2

Sogecable undertakes to grant in favour of the Lenders, the Hedge Counterparties and the Subordinated Lender (in this case on a subordinated basis), to the extent legally possible, on terms substantially similar to those set out in Clause 5 of the Guarantee and Security Agreement, and as security of the Lenders, the Hedge Counterparties and the Subordinated Lender:

	(i)		a pari passu first ranking pledge over the shares that it will own in Telecinco once the Telecinco Capital Increase (as this term is defined in Clause 8.3) has been completed (the “Telecinco New Security”); and

	(ii)		a pari passu first ranking pledge over the shares owned by Sogecable in DTS and representing 56% of the issued share capital of DTS, once the disposals described under Clause 2.3 above have been completed (the “Digital + New Security”).

		The Digital + New Security, the Unión Radio New Security and the Telecinco New Security will be hereinafter referred to as the “New Security”.

8.3		(a) PRISA will grant the Unión Radio New Security immediately after the execution of this Agreement, as contemplated in Clause 6 of the Guarantee and Security Agreement (as this term is defined in Clause 9).

(b)		Sogecable will grant the Digital + New Security within one month from the date on which the application of proceeds set out in Clause 4.3.1. has been carried out and the Sogecable Facility Agreement has been fully repaid.

(c)		Sogecable will grant the Telecinco New Security within one month from the date on which the Telecinco Capital Increase has been registered in the Mercantile Registry. If on such date, the Sogecable Facility Agreement has not been yet fully

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		repaid, Sogecable will have to grant the Telecinco New Security within one month from the date on which the Sogecable Facility Agreement has been fully repaid. For the purpose of this Clause, “Telecinco Capital Increase” means the increase of capital of Telecinco to be subscribed by Sogecable by means of the contribution in kind by Sogecable of Sogecuatro.

8.4		The Parties hereby expressly agree that in the event any financial institution enters into any interest rate hedging agreement with PRISA, in accordance with the terms of the Bridge Facility Agreement, these financial institutions will share the Security with the Senior Lenders, the Bridge Lenders and, if applicable, the Bilateral Lenders and, for such purposes, they will enter into the relevant guarantee and security agreements with PRISA and its relevant subsidiaries in terms and conditions similar to those set out under the Guarantee and Security Agreement.

8.5		For the avoidance of doubt, it is expressly agreed that the obligations assumed by PRISA, Vertix and Sogecable under Clauses 2.1, 4 and 8 under this Agreement have been a fundamental element for the Lenders to agree the terms of the Debt Restructuring set out under this Agreement; therefore, the breach by each of PRISA, Vertix and Sogecable of any of its obligations under this Agreement will be considered as a “condición resolutoria expresa” and will entitle the Senior Agent and the Bridge Agent, following the decision of the majority of the Lenders under the Senior Facilities Agreement, the Bridge Facilities Agreement and the Bilateral Facilities Agreements, to terminate this Agreement. For these purposes, it will be understood that the term “majority” means sixty six and two thirds per cent (66 2/3% ) of the outstanding amounts under the Senior Facilities Agreement, the Bridge Facilities Agreement and the Bilateral Facilities Agreements. Furthermore, such breach will be considered as an event of default under the Senior Facility Agreement, the Bridge Facility Agreement and each of the Bilateral Facilities Agreements, as amended.

9.		Ratification of guarantees and security

		As far as the Senior Facility Agreement, the Bridge Facility Agreement and the Bilateral Facilities Agreements under Section 7.1 are amended as a consequence of PRISA entering into this Agreement, it is expressly agreed that the guarantees and security listed in Annex V, and to the extent they have not been released according to this Agreement, remain as guarantee and security of the Senior Facility Agreement, the Bridge Facility Agreement and the Bilateral Facilities Agreements as amended,

- 34 -

and for these purposes the Parties will execute on even date an agreement for, among other purposes, the ratification of such guarantees and security in the terms set out under said agreement (the “Guarantee and Security Agreement”).

10.		GENERAL

10.1		Assignments and transfers

		PRISA may not assign or transfer any of its rights or obligations under this Agreement.

		If any Lender transfers or assigns its participation under the Facilities, it shall be understood that it transfer or assign its rights and obligations hereunder to such assignee or transferee, and in particular, it shall be understood that the assignee or transferee has consented in the terms provided for in Clause 4 in the same terms that the assignor.

10.2		Communications

		Any communications to be made in connection with this Agreement shall be made in writing and in English and sent to the addressees at:

	–		in the case of PRISA the address or facsimile number set out beneath its name on the signing pages of this Agreement;

	–		in the case of the Agent, the address or facsimile number set out for such purposes in this Agreement;

	–		in the case of the Lenders, the addresses or facsimile numbers provided to the Senior Agent or, as the case may be, the Bridge Agent prior to the date of this Agreement;

	–		in the case of the Bilateral Lenders, the addresses or facsimile numbers set out for such purposes in each of the Bilateral Facilities;

Any communication delivered by one person to another under this Agreement will only be effective (a) if by way of fax, when received in legible form; or (b) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that

- 35 -

address and, if a particular department or officer is specified as part of its address details, if addressed to that department or officer.

Any communication to be made between any of the Lenders, the Bilateral Lenders and PRISA in connection with this Agreement may be made by electronic mail or other electronic means, if the relevant Party and PRISA:

	(a)		agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

	(b)		notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

	(c)		notify each other of any change to their address or any other such information supplied by them.

		Any electronic communication made between the Parties will be effective only when actually received in readable form.

10.3		Costs and Expenses

		The Company shall promptly on demand pay the amount of all costs and expenses reasonably incurred by the Lenders in connection with the Debt Restructuring (including in connection with the negotiation, preparation, printing, execution, notarisation and perfection of this Agreement and any other documents referred to in this Agreement).

10.4		Amendments and Waivers


	10.4.1		Any term of this Agreement relating to:

	(a)		The obligation of Vertix to complete the Media Capital Disposal by not later than 31 December of 2010 as set out in second paragraph of Clause 2.1;

	(b)		Clause 4;

	(c)		The Final Bridge Facility Maturity Date Extension;

	(d)		Clause 6;

- 36 -

(e)		Clause 7.1;

(f)		Clause 7.3;

(g)		Clause 8;

(h)		This Clause 10.4; and

(i)		Schedules 1 and 2 of this Agreement;

may be amended or waived only with the unanimous consent of the Lenders and the Hedge Counterparties.

Should an unanimous decision be requested in accordance with this Section, in the event that the consent of the Lenders and the Hedge Counterparties representing at least 85% of the outstanding amounts under the Facilities Agreements and the Hedge Agreements have been obtained, it will be considered that the Lenders and Hedge Counterparties representing the remaining 15% have tacitly consented, save that they have expressly denied the consent within 10 Business Days from the date on which they received a notification for these purposes.

For the purposes of determining the outstanding amount under the Hedging Agreements, the participations of each of the Hedge Counterparties shall be equal to:

(a)		in the event that the hedging agreement in instrumented in CMOF (Contrato Marco de Operaciones Financieras) format, the Amounts to be Paid (Cantidades a Pagar) that may become due and payable in case that the hedging contracted under the relevant Hedging Agreement were early terminated on the relevant date, being such date an Early Termination Date (Fecha de Vencimiento Anticipado) and Prisa the defaulting Party (Parte incumplidora). In any case such amounts shall be proved by the Hedging Agreement in accordance with the provisions of the Financial Transactions Master Agreement (Contrato Marco de Operaciones Financieras) published by the Spanish Association of Bankers (Asociación Española de Banca).

		The terms Early Termination Date (Fecha de Vencimiento Anticipado) and Amounts to be Paid (Cantidades a Pagar), and the concept of

- 37 -

			defaulting Party (Parte incumplidora) shall have the meaning attributed to those terms in the Financial Transactions Master Agreement (Contrato Marco de Operaciones Financieras) published by the Spanish Association of Bankers (Asociación Española de Banca); or

	(b)		in the event that the hedging agreement in instrumented in ISDA (International Swap and Derivatives Association) format, the Settlement Amounts that may become due and payable in case that the hedging contracted under the relevant Hedging Agreement were early terminated on the relevant date, being such date an Early Termination Date and Prisa the Defaulting Party. In any case such amounts shall be proved by the Hedging Agreement in accordance with the provisions of the ISDA Master Agreement published by the International Swap and Derivatives Association, Inc.

			The terms Early Termination Date and Settlement Amounts, and the concept of Defaulting Party shall have the meaning attributed to those terms in the ISDA Master Agreement published by the International Swap and Derivatives Association, Inc.

10.4.2

Any other term of this Agreement not mentioned in paragraph 10.4.1 above may be amended and/or waived by the consent of the Lenders and the Hedge Counterparties representing at least 85% of the outstanding amounts under the Facilities Agreements and the Hedge Agreements. For this purpose calculation of this majority shall be made in accordance with Clause 10.4.1.

10.5		Faculties

		In the event that any of the Lenders or the Hedge Counterparties is not entitled to grant to the Agent the representation faculties referred to in Clauses 2.2, 4.1.1 and 4.2.1 under this Agreement it shall be obliged to appear with the Agent, upon the request of the Agent, to formalise any actions or measures that should be required.

10.6		Governing Law and Jurisdiction

		This Agreement and all non-contractual obligations arising from or connected with it are governed by Spanish law.

- 38 -

		The courts of Madrid have exclusive jurisdiction to settle any dispute relating to non-contractual obligations arising from or in connection with this Agreement, or any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement.

11.		RAISING TO PUBLIC STATUS

		The Parties commit themselves to raise this Agreement to a public status as of the date hereof.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

- 39 -

SCHEDULE 1

INTERIM CONDITIONS PRECEDENT

Evidence of the execution of the New Equity Investment Documents by all parties thereto and that they have not been terminated (unless they have terminated due to the merger and the share exchange referred to in the definition of New Equity Investment Documents contained in Clause 1.2 having been consummated);

The Audited Consolidated Annual Financial Statements of the PRISA Group for the year ending December 2009, with no other qualification than the Final Bridge Facility Maturity Date Extension being conditional only upon satisfaction of the conditions precedent set out in Schedule 2.

Execution of the Novation Agreement.

Evidence that, in respect of PRISA and each other of its Subsidiaries party to this Agreement, each signatory has the necessary authority to execute on its behalf such this Agreement, the Senior Facility Amendment Agreement, the Bridge Facility Amendment Agreement and the Guarantee and Security Agreement.

Evidence of the execution of (i) the Senior Facility Amendment Agreement; (ii) the Bridge Facility Amendment Agreement and (iii) the Guarantee and Security Agreement by all the parties thereto.

In respect of this Agreement, the Senior Facility Amendment Agreement, the Bridge Facility Amendment Agreement and the Guarantee and Security Agreement, (i) a legal opinion of Xxxxxxxx Chance S.L., legal advisers to the Agent in Spain as to the Spanish Law and (ii) a legal opinion of Xxxxxx Xxxxxxxx, legal advisers to the Agent in Portugal as to the Portuguese law in connection with the Guarantee and Security Agreement as relates the ratification of the Media Capital Pledge and the extension of the Vertix Guarantee (as this term is defined in Recital (H) (iv) of the Guarantee and Security Agreement), in both cases in form and substance satisfactory to the Agent.

Evidence of the execution of a share purchase agreement with Telecinco for the transaction identified under Clause 2.3 (ii) of this Agreement and confirmation that it has not been terminated.

- 40 -

SCHEDULE 2

FINAL CONDITIONS PRECEDENT

Completion of the Xxxxxxxxxx Disposal and application of proceeds in accordance with Clause 4.2.

In relation to the sale of a minority stake in Media Capital, PRISA having provided signed binding heads of terms with buyer in accordance with the terms of Clause 2.1 of this Agreement or, in case such a sale has been ruled out, evidence that it has mandated initial public offering (IPO) banks.

Payment of the Amended December 2009 Instalment.

Receipt by PRISA of a cash net amount in USD of not less than, once converted into EUR at an EUR/USD exchange rate of 1.364 and together with the net proceeds effectively received by the Borrower as a consequence of the Rights Issue, € 450 Million arising out of the Equity Raising or obtained as a consequence of the Equity Raising and application of proceeds in accordance with Clause 4.4.

In respect of Digital + New Security and Tele 5 New Security, and to the extent that such security have been granted in accordance with the Guarantee and Security Agreement, (a) evidence that the Digital + New Security and/or the Tele 5 New Security have been executed by signatories duly authorized; and (b) a legal opinion of Xxxxxxxx Chance S.L., legal advisers to the Agent in Spain as to the Spanish Law in form and substance satisfactory to the Agent.

Evidence that the Restructuring Fee has been paid or will be paid.

For the avoidance of doubt, each of the Parties to this Agreement acknowledges and agrees that a copy of the irrevocable instructions of PRISA to pay the Restructuring Fee within the relevant timeframe into the account notified by the Agent for this purpose, satisfies the above evidence.

- 41 -

PROMOTORA DE INFORMACIONES, S.A.


p.p.:		/s/ Xxxx Xxxx Xxxxxxx


		Xx. Xxxx Xxxx Xxxxxxx Echarri

DIARIO EL XXXX, X.X.

p.p.:		/s/ X.X. Xxxxxx Xxxx


		Xx. Xxxx Xxxxx Xxxxxx Xxxx

VERTIX S.G.P.S., S.A.

p.p.:		/s/ X. Xxxxxxx


		Xx. Xxxxxx Xxxxxxx Xxxxxx

GRUPO XXXXXXXXXX DE EDICIONES, S.L.,

p.p.:		/s/ M.A. Xxxxxxx Xxxxxxxxx


		Xx. Xxxxxx Xxxxx Xxxxxxx Xxxxxxxxx

SOCIEDAD DE SERVICIOS RADIOFÓNICOS UNIÓN RADIO, S.L.

p.p.:		/s/ A.D. Xxxx


		Xx. Xxxxxxx Delkader Xxxx

- 42 -

GRUPO EMPRESARIAL DE MEDIOS IMPRESOS, S.L.



p.p.:		/s/ Xxxx Xxxxx Xxxxxx Xxxx


		Xx. Xxxx Xxxxx Xxxxxx Xxxx

SOGECABLE, S.A.

p.p.:		/s/ Xxxxx Xxxxxx Xxxxxxx


		Mr. Xxxxx Xxxxxx Xxxxxxx

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

p.p.:		/s/ Xxxxx Xxxxxx xx Xxxxxx Xxxxxxxx


		Xx. Xxxxx Xxxxxx xx Xxxxxx Xxxxxxxx

p.p.:		/s/ Xxxxxx Xxxxxx- Xxxxxx Xxxxxxxx


		Xx. Xxxxxx Xxxxxx- Xxxxxx Xxxxxxxx

BANCO ESPAÑOL DE CRÉDITO, S.A.

p.p.:		/s/ Xxxxx Xxxxxxxx Linaza


		Xx. Xxxxx Xxxxxxxx Linaza

p.p.:		/s/ Xxxx Xxxxxx Xxxxxxxxx Xxxxxxx


		Xx. Xxxx Xxxxxx Xxxxxxxxx Xxxxxxx

- 43 -

BANCO SANTANDER, S.A.



p.p.:		/s/ X. X. Xxxxxxxxx


		Xx. Xxxx Xxxxxxx Xxxxxxxxx

p.p.:		/s/ X. Xxxxxxxx de Xxxxxx


		Xx. Xxxxxx Xxxxxxxx de Xxxxxx

BNP PARIBAS, S.A., SUCURSAL EN ESPAÑA

p.p.:		/s/ Xxxxxx Xxxxxxxxxxx Xxxxx


		Xx. Xxxxxx Xxxxxxxxxxx Xxxxx

p.p.:		/s/ Xxxxxx Xxxx Xxxxxx


		Xx. Xxxxxx Xxxx Xxxxxx

CAIXA D’ESTALVIS I PENSIONS DE BARCELONA

p.p.:		/s/ Xxxxxx xx Xxxxxx Halcón


		Xx. Xxxxxx xx Xxxxxx Halcón

p.p.:		/s/ X. Xxxxxxx Bargos


		Mr. Xxxxx Xxxxxxx Bargos

- 44 -

CAJA DE AHORROS Y MONTE DE XXXXXX XX XXXXXX



p.p.:		/s/ X.X. Xxxxxxxxx-Xxxxxx Xxxxx-Xxxxxx


		Mr. Francisco Xxxxxx Xxxxxxxxx-Xxxxxx Xxxxx-Xxxxxx

p.p.:		/s/ X.X. Xxxxxx Xxxxx


		Xx. Xxxx Xxxx Xxxxxx Xxxxx

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

p.p.:		/s/ X. Xxxxxxxxxxx Aranzana


		Xx. Xxxxxx Xxxxxxxxxxx Aranzana

p.p.:		/s/ X. Xxxx Maynaro


		Xx. Xxxxx Xxxx Maynaro

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, SUCURSAL EN ESPAÑA

p.p.:		/s/ X. Xxxxxxxxxxx Aranzana


		Xx. Xxxxxx Xxxxxxxxxxx Aranzana

p.p.:		/s/ X. Xxxx Mayrano


		Xx. Xxxxx Xxxx Maynaro

CITIBANK INTERNATIONAL PLC, SUCURSAL EN ESPAÑA

p.p.:		/s/ X. Xxxxx-Xxxxxxx Xxxxxxxxx-Xxxxxxx


		Xx. Xxxxx Xxxxx-Xxxxxxx Xxxxxxxxx-Xxxxxxx

- 45 -

CITIBANK INTERNATIONAL PLC, LONDON BRANCH



p.p.:		/s/ Xxxxx Xxxxx Cardenal


		Xx. Xxxxx Xxxxx Xxxxxxxx

HSBC BANK PLC, SUCURSAL EN ESPAÑA

p.p.:		/s/ Xxxxxxxxx X. Xxxxx Xxxxxxxx


		Mr. Francisco Xxxxxx Xxxxx Xxxxxxxx

p.p.:		/s/ Xxxx Xxxx


		Mr. Xxxx Xxxx

NATIXIS, SUCURSAL EN ESPAÑA

p.p.:		/s/ Xxxx Xxxx Xxxxxxx Xxxxxx


		Xx. Xxxx Xxxx Xxxxxxx Xxxxxx

p.p.:		/s/ Xxxxx Xxxxxxxx


		Xx. Xxxxx Xxxxxxxx Xxxxxxxx

THE ROYAL BANK OF SCOTLAND PLC

p.p.:		/s/ X. Xxxxxx Xxxxx


		Xx. Xxxx Xxxxxx Xxxxx

p.p.:		/s/ Xxxxxxx Xxxxxxxx Xxxxxxxxx


		Xx. Xxxxxxx Xxxxxxxx Xxxxxxxxx

- 46 -



BANCO BPI, SUCURSAL EN ESPAÑA

p.p.:		/s/ M. de Xxxxx Xxxx Xxxx


		Xx. Xxxxxx de Xxxxx Xxxx Xxxx

p.p.:		/s/ D. Xxxxx Xxxxx


		Xx. Xxxxxxx Xxxxx Xxxxx

BANCO DE SABADELL, S.A.

p.p.:		/s/ M. Ángeles Fosar Mico


		Ms. Xxxxx Ángeles Fosar Mico

p.p.:		/s/ F. Xxxxxx Xxxxxxxx Moñux


		Mr. Francisco Xxxxxx Xxxxxxxx Moñux

BANCO CAIXA GERAL, S.A.

p.p.:		/s/ M. Xxxxx Xxxxxx Xxxx


		Xx. Xxxxxx Xxxxx Xxxxxx Xxxx

p.p.:		/s/ X. X. Xxxxxx Xxxxxxx


		Mr. Francisco Xxxxxx Xxxxxx Xxxxxxx

- 47 -



BANKINTER, S.A.

p.p.:		/s/ X. X. Ochorrearte Xxxxxxxxxx


		Xx. Xxxx Xxxxxx Ochorrearte Xxxxxxxxxx

p.p.:		/s/ J. de las Xxxx Capa


		Mr. Xxxxx de las Xxxx Capa

CAIXA BANCO DE INVESTIMENTO, S.A. SUCURSAL FINANCEIRA EXTERIOR

p.p.:		/s/ X. Xxxxxxx Xxxxxxx


		Xx. Xxxxx Xxxxxxx Xxxxxxx

p.p.:		/s/ X. Xxxxxx Lareu


		Ms. Xxx Xxxxxx Lareu

CAJA DE AHORROS XX XXXXXXX

p.p.:		/s/ X. Xxxxxxxx Cachaza


		Xx. Xxxxxx Xxxxxxxx Cachaza

- 48 -


COÖPERATIEVE CENTRALE RAIFEEISEN-BOERENLEENBANK, B.A., SUCURSAL EN ESPAÑA

p.p.:		/s/ Xxxxx X. Xxxxxx Xxxxxx


		Mr. Marco Xxxxxxx Xxxxxx Xxxxxx

p.p.:		/s/ Xxxxx Xxxxxxx


		Xx. Xxxxx Xxxxxxx Xxxxxx-Xxxxxxx

FORTIS BANK, S.A., SUCURSAL EN ESPAÑA

p.p.:		/s/ Xxxxxxx Xxxx


		Xx. Xxxxxxx Xxxx Aldeanueva

p.p.:		/s/ Xxxxxxxx Xxxxxx de xx Xxxxxx


		Xx. Xxxxxxxx Xxxxxx de xx Xxxxxx

BANCO ITAÚ EUROPA, S.A.- LONDON BRANCH

p.p.:		/s/ Xxxxxx Xxxxxxx


		Xx. Xxxxxx Xxxxxxx Xxxxxxx

CAJA DE AHORROS DEL MEDITERRÁNEO

p.p.:		/s/ Xxxxxxx Xxxxxxx


		Xx. Xxxxxxx Xxxxxxx Xxxxxxxxxx

- 49 -


COMMERZBANK ATKIENGESELLSCHAFT, SUCURSAL EN ESPAÑA

p.p.:		/s/ X. Xxxx


		Xx. Xxxxxx Xxxx

p.p.:		/s/ X.X. Xxxxx


		Xx. Xxxxxxx Xxxxxxxx Xxxxx

SOCIÉTÉ GÉNÉRALE, S.A.

p.p.:		/s/ X.X. Xxxxx


		Xx. Xxxxxxxx Xxxxxxx Xxxxx xx Xxxxxx

p.p.:		/s/ L.P. Damlaimcourt


		Mr. Xxxxx Xxxxx Damlaimcourt Xxxxxxx

BANCA MARCH, S.A.

p.p.:		/s/ Xxxxxxx Xxxxxxx Mayoral


		Xx. Xxxxxxx Xxxxxxx Mayoral

p.p.:		/s/ Xxxxxx Xxxxxxx Masa


		Mr. Xxxxxx Xxxxxxx Masa

- 50 -


BANCA MONTE DEI PASCHI DI SIENA SpA, SUCURSAL DE LONDRES

p.p.:		/s/ Xxxxxxxxx X. Xxxxx Xxxxxxxx


		Mr. Francisco Xxxxxx Xxxxx Xxxxxxxx

p.p.:


		Mr. Xxxx Xxxx

BANCO PASTOR, S.A.

p.p.:		/s/ Xxxxx Xxxxxxx Blanch


		Xx. Xxxxx Xxxxxxx Xxxxxx

BANCO POPULAR ESPAÑOL, S.A.

p.p.:		/s/ Xxx Xxxxxxx Ares


		Xx. Xxx Xxxxxxx Ares

p.p.:		/s/ Xxxxxxx Xxxx Xxxxxxx Xxxxxxx


		Xx. Xxxxxxx Xxxx Xxxxxxx Xxxxxxx

XXXXXX BIZKAIA KUTXA, AURREZKI KUTXA ETA BAHITETXA

p.p.:		/s/ Xxxxxx Xxxxxx Asensio


		Mr. Xxxxxx Xxxxxx Xxxxxxx

p.p.:		/s/ Victoria Xxxxxxx Xxxxx Xxxxxx


		Ms. Victoria Xxxxxxx Xxxxx Xxxxxx

- 51 -



CAIXA DE AHORROS DE VIGO, OURENSE E PONTEVEDRA (CAIXANOVA)

p.p.:		/s/ Arancha Xxxxxxx Xxxxx


		Ms. Arancha Xxxxxxx Xxxxx

CAJA DE AHORROS XX XXXXXXXX, XXXXXXXXX Y ALICANTE, BANCAJA

p.p.:		/s/ Xxxx Xxxxxx Xxxxx Xxxxx


		Xx. Xxxx Xxxxxx Xxxxx Xxxxx

CAJA DE AHORROS DE VITORIA Y ÁLAVA

p.p.:		/s/ Xxxx Xxxxx Xxxxxxxx Xxxxxx


		Xx. Xxxx Xxxxx Xxxxxxxx Xxxxxx

XXXX DE XXXXXXX X XXXXX XX XXXXXX XX XXXXXXXX, XXXXXX X RIOJA

p.p.:		/s/ Xxxxxxx Xxxxx Criado


		Xx. Xxxxxxx Xxxxx Xxxxxx

- 52 -


BANCO ESPIRITO SANTO S.A., SUCURSAL EN ESPAÑA

p.p.:		/s/ Xxxxxx Xxxxxxx Xxxxxx-Loygorri Xxxxxx- Xxxxxxxx


		Xx. Xxxxxx Xxxxxxx Xxxxxx-Loygorri Xxxxxx- Xxxxxxxx

p.p.:		/s/ Xxxxxx Xxxxx Hicar Xxxxxx


		Xx. Xxxxxx Xxxxx Xxxxx Xxxxxx

BANCO COOPERATIVO ESPAÑOL, S.A.

p.p.:		/s/ Xxxxx Xxxxx Xxxxxxxxx Xxxxx


		Xx. Xxxxx Xxxxx Xxxxxxxxx Xxxxx

p.p.:		/s/ Xxxxxxx Xxxxxxxx Xxxxxxxxx-Xxxxxx


		Xx. Xxxxxxx Xxxxxxxx Xxxxxxxxx-Xxxxxx

XXXXX XX XXXXXX Y CAJA GENERAL DE AHORROS DE BADAJOZ

p.p.:		/s/ Xxxxx Xxxxxxxxxx Xxxxxxxx


		Xx. Xxxxx Xxxxxxxxxx Xxxxxxxx

BANKOA, S.A.

p.p.:		/s/ Xxxxx Xxxx Xxxxxxxxx-Xxxxxx Oyón


		Xx. Xxxxx Xxxx Xxxxxxxxx-Xxxxxx Oyón

p.p.:		/s/ Xxxxxxxxx Xxxxxxx Riaza


		Xx. Xxxxxxxxx Xxxxxxx Xxxxx

- 00 -


XXXX XXXX XXXXXXX XXXXXX

p.p.:		/s/ Francisco Xxxxxx Xxxxx Xxxxxxxx


		Mr. Francisco Xxxxxx Xxxxx Xxxxxxxx

p.p.:		/s/ Xxxx Xxxx


		Mr. Xxxx Xxxx

CAJA DE AHORROS DE ASTURIAS

p.p.:		/s/ Xxxxxx Xxxxxxx Xxxxxxx


		Xx. Xxxxxx Xxxxxxx Xxxxxxx

CAJA DE AHORROS Y MONTE DE XXXXXX XX XXXXXXX

p.p.:


		Xx. Xxxxxxxx Xxxxxx Xxxxxxxx

p.p.:


		Xx. Xxxxx Xxxxx Xxxxxxxxx

p.p.:		/s/ Xxxxxxx Xxxxxx Xxxxxx


		Xx. Xxxxxxx Xxxxxx Xxxxxx

- 54 -


HSBC BANK PLC

p.p.:		/s/ Francisco Xxxxxx Xxxxx Xxxxxxxx


		Mr. Francisco Xxxxxx Xxxxx Xxxxxxxx

p.p.:		/s/ Xxxx Xxxx


		Mr. Xxxx Xxxx

INSTITUTO DE CRÉDITO OFICIAL

p.p.:		/s/ Xxxxxx Xxxxx Xxxxxx


		Ms. Xxxxxx Xxxxx Xxxxxx

- 55 -

ANNEX I
LIST OF SENIOR LENDERS

- 56 -

CAJA DE XXXXXXX X XXXXX XX XXXXXX XX XXXXXXXX, XXXXXX X RIOJA (IBERCAJA)

BANCO ESPIRITO SANTO, S.A., Sucursal en España

BANCO SANTANDER, S.A

BANCO COOPERATIVO ESPAÑOL, S.A.

BANCO ITAÚ EUROPA, S.A. — LONDON BRANCH

BANCA MARCH, S.A.

BANCO PASTOR, S.A.

BANCO POPULAR ESPAÑOL, S.A.

BANCO DE SABADELL, S.A.

CAJA DE AHORROS XX XXXXXXXX, XXXXXXXXX Y ALICANTE, BANCAJA

BANCO ESPAÑOL DE CRÉDITO, S.A.

BANK AUDI SARADAR FRANCE

BANKINTER, S.A.

BANKOA, S.A.

BANCO BIZKAIA KUTXA, AURREZKI KUTXA ETA BAHITETXEA

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

BNP PARIBAS, S.A., SUCURSAL EN ESPAÑA

BANCO BPI, S.A. SUCURSAL EN ESPAÑA

CAIXA DE AHORROS DE GALICIA

BANCO CAIXA GERAL, S.A.

CAIXA BANCO DE INVESTIMENTO SUCURSAL FINANCIERA EXTERIOR

CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA (CAIXANOVA)

CAJA DE AHORROS DE ASTURIAS

- 57 -

XXXXX XX XXXXXX Y CAJA GENERAL DE AHORROS DE BADAJOZ

CAJA DE AHORROS Y MONTE DE XXXXXX XX XXXXXX

CAJA DE AHORROS Y MONTE DE XXXXXX XX XXXXXXX

CAJA DE AHORROS DE VITORIA Y ÁLAVA

CALYON, SUCURSAL EN ESPAÑA

CAJA DE AHORROS DEL MEDITERRÁNEO

CITIBANK INTERNATIONAL, PLC, Sucursal en España

COMMERZBANK AKTIENGESELLSCHAFT, SUCURSAL EN ESPAÑA

FORTIS BANK, S.A., SUCURSAL EN ESPAÑA

HSBC BANK PLC, SUCURSAL EN ESPAÑA

INSTITUTO DE CRÉDITO OFICIAL

CAIXA D’ESTALVIS I PENSIONS DE BARCELONA.

BANCA MONTE DEI PASCHI DI SIENA SPA, SUCURSAL EN LONDRES

NATIXIS, SUCURSAL EN ESPAÑA

COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., SUCURSAL EN ESPAÑA

THE ROYAL BANK OF SCOTLAND PLC

SOCIÉTÉ GÉNÉRAL, S.A.

- 58 -

ANNEX II — BRIDGE LENDERS

BANCO ESPAÑOL DE CRÉDITO, S.A (BANESTO)

BANCO SANTANDER, S.A. (SANTANDER)

BNP PARIBAS, SUCURSAL EN ESPAÑA

CAJA DE AHORROS Y MONTE DE XXXXXX XX XXXXXX (CAJA MADRID)

CAIXA D’ESTALVIS I PENSIONS DE BARCELONA (CAJA DE AHORROS Y PENSIONES DE BARCELONA) (LA CAIXA)

HSBC BANK PLC

HSBC BANK PLC, SUCURSAL EN ESPAÑA

NATIXIS, SUCURSAL EN ESPAÑA

- 59 -

ANNEX III — BILATERAL FACILITIES AGREEMENTS

Bilateral facilities agreement entered into by Prisa (as amended and/or extended from time to time):

	1.		Credit facility agreement whose current maximum amount is twenty million euros (€20,000,000) dated 29 July 2002 and entered into with BBVA;

	2.		Credit facility agreement whose current maximum amount is twenty five million euros (€25,000,000) dated 1 June 2009 and entered into with la Caixa;

	3.		Credit facility agreement whose current maximum amount is twenty million euros (€20,000,000) dated 27 November 2008 and entered into with Santander;

	4.		Credit facility agreement whose current maximum amount is twenty five million euros (€25,000,000) dated 17 October 2002 and entered into with Banesto;

	5.		Credit facility agreement whose current maximum amount is twenty five million euros (€25,000,000) dated 7 October 2002 and entered into with Caja Madrid;

	6.		Credit facility agreement whose current maximum amount is five million euros (€5,000,000) dated 12 March 2009 and entered into with Caixa Galicia;

	7.		Credit facility agreement whose current maximum amount is fifteen million euros (€15,000,000) dated 1 June 2007 and entered into with Sabadell; and

	8.		Credit facility agreement whose current maximum amount is fifteen million euros (€15,000,000) dated 21 November 2002 entered into with Bankinter.

Bilateral facilities agreement entered into by Xxxxxxxxxx (as amended and/or extended from time to time):

	1.		Ten promissory notes issued by Xxxxxxxxxx and/or companies of the Xxxxxxxxxx group under the State of New York law and covered by the letter of guarantee granted by Xxxxxxxxxx on 19 April 2010 whose maximum amount is up to eighteen million five hundred and fifty thousand US Dollars (USD 18,550,000) (USD 18,550,000);

	2.		Credit facility agreement whose current maximum amount is ten million US dollars (USD10,000,000) dated 17 July 2008 and entered into with Santander; and

	3.		Credit facility agreement whose current maximum amount is twenty million US dollars (USD20,000,000) with maturity date on 30 October 2009 and entered into with Sabadell.

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ANNEX IV — HEDGING AGREEMENTS

1.		Hedging agreement entered into with HSBC and instrumented by means of a confirmation dated 30 May 2006 named rate swap transaction confirmation in CMOF (Contrato Marco de Operaciones Financieras) format, with reference number 483206MD;

2.		Hedging agreement entered into with Banesto dated 13 June 2006, instrumented by means of a confirmation in CMOF (Contrato Marco de Operaciones Financieras) format, with reference number 4730011941;

3.		Hedging agreement entered into with BNP Spain dated 13 June 2006 and instrumented by means of a confirmation named interest rate swap transaction in CMOF (Contrato Marco de Operaciones Financieras) format, with reference number 2070462/XX0000000;

4.		Hedging agreement entered into with la Caixa dated 15 June 2006 instrumented by means of a confirmation in CMOF (Contrato Marco de Operaciones Financieras) format, with reference number 478790/ 478880/ 478890/ 478900/ 478910/ 478920/ 478930;

5.		Hedging agreement entered into with Caja Madrid dated 30 May 2006 instrumented by means of a confirmation named interest rate swap confirmation in CMOF (Contrato Marco de Operaciones Financieras) format, with reference number 84928 84874 84884;

6.		Hedging agreement entered into with Santander instrumented by means of a confirmation dated 30 May 2006 in CMOF (Contrato Marco de Operaciones Financieras) format, with reference number 71189.21;

7.		Hedging agreement entered into with Banco Bilbao Vizcaya Argetaria, S.A. dated 12 June 2006 and instrumented by means of a confirmation named swap+collar confirmation in CMOF (Contrato Marco de Operaciones Financieras) format, with reference number B00001142965;

8.		Hedging agreement entered into with Citibank London instrumented by means of a confirmation dated 22 March 2006 in ISDA (Internacional Swaps and Derivatives Association, Inc.) format, with reference number 6427; and

9.		Hedging agreement entered into with Calyon dated 31 May 2006 instrumented by means of a confirmation in CMOF (Contrato Marco de Operaciones Financieras) format, with reference number 967480C / P06129SRAT.

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ANNEX V

Senior

Subordinated

Bilateral

Lenders

Bridge Lenders

Lender

Lenders

El País Guarantee

GMI Guarantee

Xxxxxxxxxx Guarantee

Unión Radio Guarantee

Vertix Guarantee

X (except for BBVA)

Senior

Bridge

Hedging

Subordinated

Bilateral

Lenders

Counterparties

Lender

Lenders

Sogecable Pledge

Media Capital Pledge

Xxxxxxxxxx Pledge

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ANNEX VI — DOCUMENT ANNEXED TO THE XXXXXXXXXX SHARE
PURCHASE AGREEMENT DATED 15 DECEMBER 2009

“De acuerdo con lo previsto en la Cláusula 3.1 (i) y (ii) del Acuerdo de Inversión del que el presente Anexo es parte integrante, para la perfección de la compraventa los Bancos Acreedores de Prisa deberán autorizar las actuaciones previstas en el Acuerdo de Inversión y en el Pacto de Socios y por consiguiente renunciar expresamente a las siguientes obligaciones asumidas por Prisa y/x Xxxxxxxxxx en el marco de los contratos de financiación que se especifican a continuación.

Asimismo, los Bancos Acreedores de Prisa deberán declarar que, una vez renunciadas las obligaciones contraídas por Xxxxxxxxxx a las que se refieren los siguientes apartados, esta sociedad quedará completamente liberada de cualesquiera garantías u obligaciones de toda índole en relación a los contratos de financiación que se especifican en este Anexo.

1. XXXXXXXX XX XXXXXXXXXXXX XXXXXX XX XXXXX 00 XX XXXX XX 2006 SUSCRITO, ENTRE OTROS, POR PRISA COMO ACREDITADA Y HSBC BANK PLC, SUCURSAL EN ESPAÑA COMO AGENTE (el “Contrato de Financiación Senior”)

Los Bancos Acreedores de Prisa deberán declarar su conocimiento y aceptación del contenido del Acuerdo de Inversión y del Pacto de Socios y renunciar a exigir a Xxxxxxxxxx el cumplimiento de cualesquiera de las obligaciones bajo el Contrato de Financiación Sénior que pudiera impedir a cada una de las partes la ejecución de sus derechos y obligaciones bajo los mencionados Pacto de Socios o el Acuerdo de Inversión de acuerdo con sus propios términos, en particular:

i. Renunciar a cualquier restricción contractual que pueda limitar o impedir de cualquier modo la aprobación y reparto del Dividendo Preferente por Xxxxxxxxxx y los eventuales importes que habiéndose devengado en concepto de Dividendo Preferente en ejercicios anteriores (y, por tanto, acumulado) estén pendientes de pago, más sus intereses, a favor de los socios titulares de participaciones de Tipo B xx Xxxxxxxxxx.

ii. Renunciar a cualquier restricción contractual que pueda limitar o impedir de cualquier modo que PRISA compense a Xxxxxxxxxx en

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concepto de indemnizaciones por Xxxxx, conforme a lo dispuesto en la cláusula 9.2 del Acuerdo de Inversión.

iii. Eliminar xx xxxxxxxxxx por parte xx Xxxxxxxxxx de constituir una garantía a primer requerimiento que garantice el cumplimiento de las obligaciones de pago de PRISA contenida en el Contrato de Financiación Sénior y cancelar, específicamente, la garantía personal xxxxxxxx xx 00 xx xxxx xx 0000.

iv. Aceptar el contenido del contrato de prestación de servicios de centralización de tesorería (cash pooling) cuyos términos y condiciones figuran como Anexo 2 al Pacto de Socios.

2. XXXXXXXX XX XXXXXXXXXXXX XXXXXX XX 00 XX XXXXXXXXX XX 2007 SUSCRITO, ENTRE OTROS, POR PRISA COMO ACREDITADA Y HSBC BANK PLC, SUCURSAL EN ESPAÑA COMO AGENTE (el “Contrato de Financiación Xxxxxx”)

En el caso de que Xxxxxxxxxx xx hubiera adherido a este Contrato en condición de garante, Los Bancos Acreedores de Prisa deberán declarar conocer el contenido del Acuerdo de Inversión y del Pacto de Socios y renunciar a exigir a Xxxxxxxxxx el cumplimiento de cualesquiera de las obligaciones bajo el Contrato de Financiación Xxxxxx que impidieran a cada una de las partes la ejecución de sus derechos y obligaciones bajo los mencionados Pacto de Socios o el Acuerdo de Inversión de acuerdo con sus propios términos, en particular:

ii. Renunciar a cualquier restricción contractual que pueda limitar o impedir de cualquier modo que PRISA compense a Xxxxxxxxxx en concepto de indemnizaciones por Xxxxx, conforme a lo dispuesto en la cláusula 9.2 del Acuerdo de Inversión.

iii. Eliminar xx xxxxxxxxxx por parte xx Xxxxxxxxxx de constituir una garantía a primer requerimiento que garantice el cumplimiento de las obligaciones de pago de PRISA contenida en el Contrato de Financiación Xxxxxx y cancelar, específicamente, la garantía personal xxxxxxxx xx 00 xx xxxx xx 0000.

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v. Aceptar el contenido del contrato de prestación de servicios de centralización de tesorería (cash pooling) cuyos términos y condiciones figuran como Anexo 2 al Pacto de Socios.

3. PRENDA SOBRE LAS PARTICIPACIONES XX XXXXXXXXXX, OTORGADA EN ESCRITURA PÚBLICA EL XXX 00 XX XXXX XX 0000 XXXX EL NOTARIO DE MADRID D. RODRIGO XXXX XXXXXXX, CON EL NÚMERO 1.159 DE ORDEN DE SU PROTOCOLO

i. Necesidad de autorizar la transformación de las participaciones que serán objeto de la compraventa en Participaciones Privilegiadas, así como las modificaciones estatutarias previstas en el Acuerdo de Inversión y el Pacto de Socios.

ii. Necesidad de liberar la prenda sobre las participaciones objeto de la compraventa.”

English translation for information purposes:

“In accordance with the provisions of Clause 3.1 (i) and (ii) of the Investment Agreement of which this Annex is an integral part, in order to complete the sale, Prisa’s Creditor Banks must authorize the actions set out in the Investment Agreement and the Shareholder Agreement and therefore expressly waive the following obligations assumed by Prisa and / or Xxxxxxxxxx within the framework of the financing contracts as specified below.

Likewise, Prisa’s Lenders must declare that, once they have waived Xxxxxxxxxx’x obligations as referred to in the following paragraphs, the company will be entirely released from whichever guarantees or obligations of any type related to the financing agreements that are specified in this Appendix.

1. SENIOR SYNDICATED AGREEMENT DATED 19TH MAY, 2006 ENTERED INTO BY, AMONGST OTHERS, PRISA AS OBLIGOR AND HSBC BANK PLC, BRANCH IN SPAIN AS AGENT (“SENIOR SYNDICATED FACILITY”)

Prisa’s Senior Lenders must declare their acknowledgement of, and agreement to, the content of the Investment Agreement and the Shareholder Agreement and waive the requirement for Xxxxxxxxxx to comply with any obligation under the Senior Syndicated Facility that could prevent each and any of the parties from enforcing their rights and obligations under the

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aforementioned Shareholder Agreement or Investment Agreement, in accordance with their respective terms, in particular:

i. Waive any contractual restrictions that may limit or prevent in any way the approval and allocation of the Preferred Dividend by Xxxxxxxxxx and any amounts having been earned in respect of Preferred Dividends in prior years (and therefore aggregated) which remain unpaid, plus interest, for Type B shareholders in Xxxxxxxxxx.

ii. Waive any contractual restrictions that may limit or prevent PRISA in any way from making payment to Xxxxxxxxxx as compensation for damages, as provided in Section 9.2 of the Investment Agreement.

iii. Eliminate the obligation for Xxxxxxxxxx to constitute a guarantee of first resort in securing the fulfillment of Prisa’s payment obligations contained in the Bridge Financing Agreement, and to cancel, specifically, the personal guarantee given on 14 May 2009.

iv. Accept the contents of the cash pooling agreement, whose terms and conditions are set out in Annex 2 of the Shareholder Agreement.

2. BRIDGE FINANCING AGREEMENT OF 20 DECEMBER 2007 ENTERED INTO BY, AMONG OTHERS, PRISA AS OBLIGOR AND HSBC BANK PLC, BRANCH IN SPAIN, AS AGENT (the “Bridge Financing Agreement”)

In the event that Xxxxxxxxxx should accede to this Agreement as guarantor, Prisa’s creditor banks must declare their acknowledgement of, and agreement to, the content of the Investment Agreement and the Shareholder Agreement and waive the requirement for Xxxxxxxxxx to comply with any obligation under the Bridge Financing Agreement that could prevent each and any of the parties from enforcing their rights and obligations under the aforementioned Shareholder Agreement or Investment Agreement, in accordance with their respective terms, in particular:

i. To waive any contractual restrictions that may limit or prevent in any way the approval and allocation of the Preferred Dividend by Xxxxxxxxxx and any amounts having been earned in respect of Preferred Dividends in prior years (and therefore aggregated) which remain unpaid, plus interest, for Type B shareholders in Xxxxxxxxxx.

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ii. To waive any contractual restrictions that may limit or prevent PRISA in any way from making payment to Xxxxxxxxxx as compensation for damages, as provided in Section 9.2 of the Investment Agreement.

iii. To eliminate the obligation for Xxxxxxxxxx to constitute a guarantee of first resort in securing the fulfillment of Prisa’s payment obligations contained in the Bridge Financing Agreement, and to cancel, specifically, the personal guarantee given on 14 May 2009.

iv. To accept the contents of the cash pooling agreement, whose terms and conditions are set out in Annex 2 of the Shareholder Agreement.

3. PLEDGE OVER XXXXXXXXXX SHARES, NOTARIZED ON 15 MAY 2009 BEFORE THE NOTARY OF MADRID XX. XXXXXXX XXXX XXXXXXX, HOLDING ORDER PROTOCOL NUMBER 1159.

i. It is necessary to authorize the conversion of the shares which are the object of the sale of preference shares, as well as statutory amendments foreseen under the Investment Agreement and the Shareholder Agreement.

ii. It is necessary to release the pledge over the shares which are the object of the sale.”

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ANNEX VII


		EUR’000 FALLING
BORROWER	LENDER	DUE IN 2010		RATIONALE FOR REPAYMENT
MEGLO — Media Global, SGPS, S.A.	Caixa Geral Depósitos		5,000	Subsidiary of Media Capital. Invoice discounting facilities terminating in 2010.
MEGLO — Media Global, SGPS, S.A.	Banco BPI		7,500
Tesela P.C. Srl	Santander		600	Subsidiary of Media Capital. Amortising term loans which finance Tesela’s movie production activities
Tesela P.C. Srl	Santander		142
Moderna (Brasil)	Banco do Brasil		1,919	Xxxxxxxxxx group companies. Facilities assigned to specific business campaigns. Prisa’s will endeavour to renew, however facilities are not with core Prisa level banks
Moderna (Brasil)	Banco Bradesco Brasil		2,687
Xxxxxxxxxx del Pacifico (Chile)	Banco de Xxxxx		000
Xxxxxxxxxx (Xxxxxxxx)	Xxxxx xx Xxxxxxx		000
Xxxxxxxx (Xxxxxxxx)	Banco de Crédito		568
Xxxxxxxxxx Venezuela, S.A.	Bancaribe		1,587
Xxxxxx (Colombia)	Banco Davivienda		430
Pretesa	Caja Madrid		2,667	‘Localia’ FTA channel business. Amounts falling due are scheduled amortisations under existing facilitities, which cannot be renewed as this operation has closed down
Pretesa	Natixis		5,333
57 other small lines	Various		1,517
	TOTAL EURm FALLING DUE:		30,870

Note: Prisa is attempting to renew the facilities detailed above. To the extent that these loans, or a element thereof, are extended, then the relevant proceeds will be applied in pro rata prepayment of the Syndicated and Eridge Facilities

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REFINANCING MASTER AGREEMENT

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