EX-10.5.2






Exhibit 10.5.2


EXECUTION COPY




CONSENT, WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT




          This CONSENT AND WAIVER AND AMENDMENT NO. 2 (this “Amendment”), dated as of April 28, 2009, to
the Credit Agreement, dated as of October 30, 2007 (as further amended, supplemented or otherwise
modified, the “Credit Agreement”), among FA SUB 3 LIMITED, a British Virgin Islands Business
Company (the “Borrower”), GLG PARTNERS, INC. (formerly known as Freedom Acquisition Holdings,
Inc.), a Delaware corporation (the “Parent”), FA SUB 1 LIMITED, a British Virgin Islands Business
Company (“Holdco I”), FA SUB 2 LIMITED, a British Virgin Islands Business Company (“Holdco II”, and
together with Holdco I, the “Holdcos”, and together with the Borrower and Parent, the “GLG
Parties”), the financial institutions from time to time party thereto as lenders (the
“Lenders”) and CITICORP USA, INC. as agent for the Lenders and as agent for the Secured Parties
under the Collateral Documents (in such capacity,  the “Administrative Agent”).



W I T N E S S E T H:




          WHEREAS, on December 19, 2008, the Parent, GLG FA Sub 4 Limited, a private company limited by
guarantee incorporated under the laws of England and Wales and a Subsidiary of the Parent (“FA Sub
4”), and Société Générale Asset Management S.A. (the “Seller”), entered into that certain
acquisition agreement (the “Acquisition Agreement”), pursuant to which FA Sub 4 will purchase from
the Seller for an amount equal to £4,500,000 (the “Purchase Price”) the entire issued share capital
of Société Générale Asset Management Group Limited (such purchase being the “SGAM Acquisition”);



          WHEREAS, prior to and on and following the date of completion of the SGAM Acquisition (the
“Acquisition Closing Date”), the Parent intends to effectuate a restructuring of its UK business
based upon the step plan attached hereto as Schedule I (the “Step Plan”);



          WHEREAS, the Lenders party to this Amendment (constituting the Requisite Lenders), the GLG
Parties and the Administrative Agent have agreed, subject to certain limitations and conditions set
forth below, to provide their consent to the transactions and to waive and amend certain provisions
of the Credit Agreement in connection with actions set forth in the Step Plan, as more specifically
set forth below; and



          WHEREAS, the Lenders party to this Amendment and the GLG Parties have agreed to amend certain
provisions of the Credit Agreement, as more specifically set forth below;



          NOW, THEREFORE, in consideration of the premises and the covenants and obligations contained
herein the parties hereto agree as follows:



     Section 1. Definitions; Rules of Construction



     Except as otherwise expressly provided herein, capitalized terms used herein shall have the
meanings set forth in the Credit Agreement, and the rules of construction set forth in Sections 1.2
through 1.5 of the Credit Agreement shall apply to this Amendment.



 









 





     Section 2. Consents and Waivers Regarding Step Plan



     (a) With respect to Step 2 of the Step Plan, each Lender party to this Amendment (each, a
“Lender Party”):




     (i) agrees that SGL and SHL (each as defined in the Step Plan) need not be in
compliance with Section 7.11 of the Credit Agreement until the date that is 30 days
following the Acquisition Closing Date (or such later date as the Administrative Agent may
agree); provided, however, that SGL and SHL must comply with the guaranty requirements set
forth in Section 7.11 of the Credit Agreement by April 23, 2009 (or such later date as the
Administrative Agent may agree); provided, further that each of SGL and SHL shall not be
deemed to be a Loan Party until it has fully complied with the requirements of Section 7.11
of the Credit Agreement;




     (ii) waives compliance with Sections 8.1 and 8.9 of the Credit Agreement in connection with
the existence of the redeemable preference shares issued by each of SHL, SIL, SUK and SIF, set
forth on Schedule II hereto so long as such redeemable preference shares are not
transferred to any other Person (other than to a Group Member that is a Loan Party).



     (b) With respect to Step 3 of the Step Plan, each Lender Party:




     (i) waives compliance with Sections 8.3 and 8.9 of the Credit Agreement in connection
with the Investment by the Borrower in Newco (as defined in the Step Plan);




     (ii) waives compliance with Sections 8.4 and 8.9 of the Credit Agreement in connection
with the Asset Sale by Newco to the Borrower of the Stock of Newco;




     (iii) waives compliance with Section 8.7(d) of the Credit Agreement in connection with
Newco becoming a Subsidiary of the Borrower;




     (iv) agrees that as of the date that Newco becomes a Subsidiary of the Borrower, Newco
shall be deemed a Restricted Entity for purposes of the Credit Agreement and the other Loan
Documents; provided, however, that if, at any time following the date that is 210 days
after Newco becomes a Subsidiary of the Borrower (or such later date as the Administrative
Agent may agree), it is not a Restricted Entity pursuant to the definition thereof, Newco
shall cease to be deemed a Restricted Entity and shall be required to fully comply with
Section 7.11 of the Credit Agreement; and




     (v) agrees that the Borrower need not pledge the Class A Shares (as defined in the
Step Plan) of Newco in compliance with Section 7.11 of the Credit Agreement until April 30,
2009 (or such later date as the Administrative Agent may agree).



     (c) With respect to Step 4 of the Step Plan, each Lender Party:




     (i) waives compliance Sections 8.3 and 8.9 of the Credit Agreement in connection with
the Investment by Newco in GLG Partners LP; and



2









 






     (ii) waives compliance with Sections 8.4 and 8.9 of the Credit Agreement in connection
with the Asset Sale by GLG Partners LP to Newco of a limited partnership interest in GLG
Partners LP.



     (d) With respect to Step 5 of the Step Plan, each Lender Party:




     (i) waives compliance with Sections 8.3 and 8.9 of the Credit Agreement in connection
with the Investment by GLG Partners LP consisting of the purchase by GLG Partners LP of the
assets and employment contracts of SHL; and




     (ii) waives compliance with Sections 8.4 and 8.9 of the Credit Agreement in connection
with the Asset Sale by SHL to GLG Partners LP of SHL’s assets and employment contracts.



     (e) With respect to Step 6 of the Step Plan, each Lender Party:




     (i) waives compliance with Sections 8.3 and 8.9 of the Credit Agreement in connection
with (A) the Investment by Newco represented by Newco’s purchase from SIL, SUK and SIL of
their respective investment management contracts and (B) the Investment by each of SIL, SUK
and SIF in Newco evidenced by the Class B Shares (as defined in the Step Plan); and




     (ii) waives compliance with Sections 8.4 and 8.9 of the Credit Agreement in connection
with the Asset Sale to Newco by SIL, SUK and SIF of their respective investment management
contracts in consideration of the allotment to them of Class B Shares.



     Section 3. Additional Waiver and Amendment



     (a) Each Lender Party agrees that Laurel Heights LLP shall be permitted to change its fiscal
year from December 31 to March 31, effective for the fiscal year ending March 31, 2009, and each
Lender Party waives compliance with Section 8.12 of the Credit Agreement in connection with such
fiscal year change.



     (b) Section 8.4(j) of the Credit Agreement is hereby amended by adding the following as clause
(iii) thereof:




“and (iii) any Asset Sale that also constitutes a Permitted Intercompany Merger”



     Section 4. Conditions Precedent to Effectiveness



     This Amendment shall become effective when each of the following conditions precedent shall
have been satisfied or duly waived (the “Effective Date”):



     (a) This Amendment shall have been executed and delivered by the GLG Parties and the Requisite
Lenders.



3









 





     (b) The representations and warranties set forth in Section 5 hereof shall be true and correct
as of the Effective Date.



     (c) The GLG Parties shall have paid all Obligations due, after giving effect to this
Amendment, on or before the later of the date hereof and the Effective Date including, without
limitation, the fees set forth in Section 6 hereof and all costs and expenses of the Administrative
Agent in connection with the preparation, reproduction, execution and delivery of this Amendment
and all other Loan Documents entered into in connection herewith (including, without limitation,
the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect
thereto and with respect to all other Loan Documents) and all other costs, expenses and fees due
under any Loan Document.



     Section 5. Representations and Warranties



     On and as of the Effective Date, after giving effect to this Amendment, the GLG Parties hereby
represent and warrant to the Administrative Agent and each Lender as follows:



     (a) this Amendment has been duly authorized, executed and delivered by the GLG Parties;



     (b) each of this Amendment and the Credit Agreement constitutes the legal, valid and binding
obligation of the GLG Parties, enforceable against the GLG Parties in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or at law);



     (c) each of the representations and warranties contained in Article IV (Representations and
Warranties) of the Credit Agreement, in the other Loan Documents or in any certificate, document or
financial or other statement furnished at any time under or in connection therewith are true and
correct in all material respects on and as of the Effective Date, in each case as if made on and as
of the Effective Date, except to the extent that such representations and warranties specifically
relate to a specific date, in which case such representations and warranties shall be true and
correct in all material respects as of such specific date; provided, however, that references
therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended and
waived hereby;



     (d) no Default or Event of Default has occurred and is continuing or would result therefrom;



     (e) no litigation has been commenced against any Loan Party or any of its Subsidiaries seeking
to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any
action by any Loan Party required or contemplated by this Amendment, the Credit Agreement or any
other Loan Document, in each case as amended or waived hereby (if applicable); and



     (f) (i) each of SIL, SUK and SIF are “Restricted Entities” as such term is defined in the
Credit Agreement because they are each regulated by the FSA and (ii) the description of



4









 







redeemable preference shares issued by each of SHL, SIL, SUK and SIF, set forth on
Schedule II hereto, is true and correct in all respects.



     Section 6. Fees and Expenses



     The GLG Parties agree to pay on demand in accordance with the terms of Section 11.3 (Costs and
Expenses) of the Credit Agreement all reasonable costs and expenses of the Administrative Agent in
connection with the preparation, execution and delivery of this Amendment and all other Loan
Documents entered into in connection herewith (including, without limitation, the reasonable fees
and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with
respect to all other Loan Documents).



     Section 7. Reference to the Effect on the Loan Documents



     (a) As of the Effective Date, each reference in the Credit Agreement to “this Amendment,”
“hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan
Documents to the Credit Agreement (including, without limitation, by means of words like
“thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit
Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and
construed as a single instrument.



     (b) Except as expressly amended or waived hereby, all of the terms and provisions of the
Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are
hereby ratified and confirmed.



     (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders, Arranger or the
Administrative Agent under any of the Loan Documents, or constitute an amendment of any other
provision of any of the Loan Documents for any purpose except as expressly set forth herein.



     (d) This Amendment is a Loan Document.



     Section 8. Execution in Counterparts



     This Amendment may be executed in any number of counterparts and by different parties in
separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Signature pages may be detached
from multiple separate counterparts and attached to a single counterpart so that all signature
pages are attached to the same document. Delivery of an executed counterpart by telecopy or e-mail
shall be effective as delivery of a manually executed counterpart of this Amendment.



     Section 9. Consent of Guarantors



     Each Guarantor hereby consents to this Amendment and agrees that the terms hereof shall not
affect in any way its obligations and liabilities under the Loan Documents (as amended and
otherwise expressly modified hereby), all of which obligations and liabilities shall remain in



5









 







full force and effect and each of which is hereby reaffirmed (as amended and otherwise expressly
modified hereby).



     Section 10. Governing Law



     This Amendment shall be governed by and construed in accordance with the law of the State of
New York.



     Section 11. Section Titles



     The section titles contained in this Amendment are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the parties hereto,
except when used to reference a section. Any reference to the number of a clause, sub-clause or
subsection of any Loan Document immediately followed by a reference in parenthesis to the title of
the section of such Loan Document containing such clause, sub-clause or subsection is a reference
to such clause, sub-clause or subsection and not to the entire section; provided, however, that, in
case of direct conflict between the reference to the title and the reference to the number of such
section, the reference to the title shall govern absent manifest error. If any reference to the
number of a section (but not to any clause, sub-clause or subsection thereof) of any Loan Document
is followed immediately by a reference in parenthesis to the title of a section of any Loan
Document, the title reference shall govern in case of direct conflict absent manifest error.



     Section 12. Notices



     All communications and notices hereunder shall be given as provided in the Credit Agreement
or, as the case may be, the Guaranty.



     Section 13. Severability



     The fact that any term or provision of this Amendment is held invalid, illegal or
unenforceable as to any person in any situation in any jurisdiction shall not affect the validity,
enforceability or legality of the remaining terms or provisions hereof or the validity,
enforceability or legality of such offending term or provision in any other situation or
jurisdiction or as applied to any person



     Section 14. Successors



     The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the
parties hereto and their respective successors and assigns.



     Section 15. Waiver of Jury Trial



     EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH
RESPECT TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT.



6









 





[Remainder of page intentionally left blank; signature pages follow]



7









 







     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
authorized signatories as of the day and year first above written.



	 	 	 	 	 
	 	FA SUB 3 LIMITED, as Borrower

 	 
	 	By:  	/s/ Noam Gottesman
 	 
	 	 	Name:  	Noam Gottesman 	 
	 	 	Title:  	Director 	 
	 



[SIGNATURE PAGE TO GLG AMENDMENT #2]















 





	 	 	 	 	 
	 	Guarantors:



GLG PARTNERS, INC., as Parent

 	 
	 	By:  	/s/ Alejandro San Miguel
 	 
	 	 	Name:  	Alejandro San Miguel 	 
	 	 	Title:  	General Counsel & Corporate
Secretary 	 
	 
	 	FA SUB 1 LIMITED, as Holdco 1

 	 
	 	By:  	/s/ Alejandro San Miguel
 	 
	 	 	Name:  	Alejandro San Miguel 	 
	 	 	Title:  	Director 	 
	 
	 	FA SUB 2 LIMITED, as Holdco 2

 	 
	 	By:  	/s/ Alejandro San Miguel
 	 
	 	 	Name:  	Alejandro San Miguel 	 
	 	 	Title:  	Director 	 
	 
	 	GLG FA SUB 4 LIMITED, as a Guarantor

 	 
	 	By:  	/s/ Victoria Parry
 	 
	 	 	Name:  	Victoria Parry 	 
	 	 	Title:  	Director & Secretary 	 
	 



[SIGNATURE PAGE TO GLG AMENDMENT #2]





 









 





	 	 	 	 	 
	 	MOUNT GARNET LIMITED,

as a Guarantor

 	 
	 	By:  	/s/ Leslie J. Schreyer
 	 
	 	 	Name:  	Leslie J. Schreyer 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	KNOX PINES LTD.,

as a Guarantor

 	 
	 	By:  	/s/ Alejandro San Miguel
 	 
	 	 	Name:  	Alejandro San Miguel 	 
	 	 	Title:  	Secretary 	 
	 
	 	GLG PARTNERS SERVICES LIMITED,

as a Guarantor

 	 
	 	By:  	/s/ Leslie J. Schreyer
 	 
	 	 	Name:  	Leslie J. Schreyer 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	BETAPOINT CORPORATION,

as a Guarantor

 	 
	 	By:  	/s/ Leslie J. Schreyer
 	 
	 	 	Name:  	Leslie J. Schreyer 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	GLG PARTNERS SERVICES LIMITED,

acting as General Partner of



GLG PARTNERS SERVICES LP,

as a Guarantor

 	 
	 	By:  	                /s/ Leslie J. Schreyer
 	 
	 	 	Name:  	Leslie J. Schreyer 	 
	 	 	Title:  	Assistant Secretary 	 
	 



[SIGNATURE PAGE TO GLG AMENDMENT #2]





 









 








	 	 	 	 	 
	 	GLG PARTNERS INTERNATIONAL 

(CAYMAN) LIMITED,

as a Guarantor

 	 
	 	By:  	/s/ Alejandro San Miguel
 	 
	 	 	Name:  	Alejandro San Miguel 	 
	 	 	Title:  	Director 	 
	 
	 	GLG PARTNERS CORP.,

as a Guarantor

 	 
	 	By:  	/s/ Leslie J. Schreyer
 	 
	 	 	Name:  	Leslie J. Schreyer 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	GLG PARTNERS SERVICES INTERNATIONAL LTD.,

as a Guarantor

 	 
	 	By:  	/s/ Alejandro San Miguel
 	 
	 	 	Name:  	Alejandro San Miguel 	 
	 	 	Title:  	Director 	 
	 
	 	GLG HOLDINGS INC.,

as a Guarantor

 	 
	 	By:  	/s/ John Small
 	 
	 	 	Name:  	John Small 	 
	 	 	Title:  	President 	 
	 
	 	GLG INC.,

as a Guarantor

 	 
	 	By:  	/s/ John Small
 	 
	 	 	Name:  	John Small 	 
	 	 	Title:  	President 	 
	 



[SIGNATURE PAGE TO GLG AMENDMENT #2]





 









 








	 	 	 	 	 
	 	CITICORP USA, INC., as Administrative Agent and

Lender

 	 
	 	By:  	/s/ Maureen Maroney
 	 
	 	 	Name:  	Maureen R. Maroney 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[SIGNATURE PAGE TO GLG AMENDMENT #2]





 









 





	 	 	 	 	 
	 	CALYON,

as Lender

 	 
	 	By:  	/s/ Glen Barnes
 	 
	 	 	Name:  	Glen Barnes 	 
	 	 	Title:  	Risk Department 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Lee Browne
 	 
	 	 	Name:  	Lee Browne 	 
	 	 	Title:  	Head of Client Service Unit 	 


[SIGNATURE PAGE TO GLG AMENDMENT #2]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MORGAN STANLEY SENIOR FUNDING, INC.,

as Lender

 	 
	 	By:  	/s/ Melissa James
 	 
	 	 	Name:  	Melissa James 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO GLG AMENDMENT #2]





 









 








	 	 	 	 	 
	 	DEUTSCHE BANK AG,

NEW YORK BRANCH,

as Lender

 	 
	 	By:  	/s/ Kathleen Bowers
 	 
	 	 	Name:  	Kathleen Bowers 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Michael Campites
 	 
	 	 	Name:  	Michael Campites 	 
	 	 	Title:  	Vice President