exv10w2






Exhibit 10.2




Liberty Acquisition Holdings Corp.

1114 Avenue of the Americas

41st Floor

New York, New York 10036




May 7, 2010




Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013




Barclays Capital Inc.

745 Seventh Ave

New York, NY 10019




Re: Deferred Discount Reduction




Ladies and Gentlemen:




     Reference is made to the following agreements:




	 	(i)	 	the Underwriting Agreement, dated as of December 6, 2007 (the “Underwriting
Agreement”), between Liberty Acquisition Holdings Corp. (the “Company”) and
Citigroup Global Markets Inc. (“Citi”), as Representative on behalf of the several
underwriters named in Schedule I thereto (the “Underwriters”);
	 
	 	(ii)	 	the Business Combination Agreement, dated as of March 5, 2010 (as amended, the
“Business Combination Agreement”), between the Company and Promotora de
Informaciones, S.A.; and
	 
	 	(iii)	 	the proposed Securities Surrender Agreement (the “Surrender Agreement”), dated
on or about the date hereof, among the Company, Berggruen Holdings and Marlin Equities.





     Capitalized terms used but not defined herein shall have the meaning set forth in the
Underwriting Agreement.



     As you are aware, pursuant to the Surrender Agreement, the Company has agreed to acquire from
the Sponsors an aggregate of 3,000,000 shares of the Company’s Common Stock (such acquisition being
referred to herein as the “Acquisition”) for an aggregate purchase price of $300, effective
immediately prior to the closing of the transactions contemplated by the Business Combination
Agreement. In light of the foregoing, and notwithstanding anything set forth in the Underwriting
Agreement, and subject to the consummation of the Acquisition at the purchase price set forth
herein, each of the Underwriters agrees that in the event that the Deferred Discount becomes
payable from the Trust Account upon the Company’s consummation of the transactions contemplated by
the Business Combination Agreement, such aggregate Deferred Discount shall be reduced by $3,000,000
to $24,427,500.



          Each of the undersigned represents and warrants that the undersigned are the only parties
entitled to a portion of the Deferred Discount and thereby are the parties authorized to agree to
the aforementioned reduction to the Deferred Discount. Each of the undersigned acknowledges that
the undersigned are making the foregoing amendment in consideration of efforts that are being
expended by the Company in pursuing a Business Combination and further acknowledges that the
Company is






 









 







pursuing the structuring of such Business Combination in reliance on this letter. This letter
shall be null and void if the Acquisition is not consummated in accordance with the terms and
provisions of the Surrender Agreement. This letter sets forth the entire agreement with respect to
the Deferred Discount and may only be amended by a writing signed by the Company and the
Underwriters.




[Signature Page to Follow]











2









 








	 	 	 	 	 	 	 

	 	 	LIBERTY ACQUISITION HOLDINGS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	

 


	 	 
	 

	 	Title:
	 		 	 






[Signature Page to Deferred Discount Amendment Letter]






 









 








Agreed to and Acknowledged:




CITIGROUP GLOBAL MARKETS INC.




	 	 	 	 	 

	By: 

Name:

	 	

 


	 	 
	Title:

	 		 	 
	 
	 	 	 	 
	BARCLAYS CAPITAL INC. (as successor to Lehman Brothers)
	 
	 	 	 	 
	By: 

Name:

	 	

 


	 	 
	Title:

	 		 	 
	 

	 	 

	 	 






[Signature Page to Deferred Discount Amendment Letter]