(b) waives compliance with Section 8.9 of the Credit Agreement in connection withany Investment by the Group Member that owns the Stock of a Designated Future Subsidiary (each, a*“Parent Company”*) in such Designated Future Subsidiary;     (c) waives compliance with Section 8.3 of the Credit Agreement in connection withequity Investments by GPS LP in the Hong Kong Subsidiary in an amount not to exceed U.S. $2,500,000in the aggregate to comply with the paid-up capital and liquid capital requirements of theSecurities and Futures Commission of Hong Kong;     (d) waives compliance with Section 8.3 of the Credit Agreement in connection withequity Investments by each Parent Company in the Designated Future Subsidiary owned by each ParentCompany in an amount not to exceed U.S. $2,500,000 in the aggregate for each such Designated FutureSubsidiary to comply with any applicable capital requirements imposed on such Designated FutureSubsidiary by any Governmental Authority;     (e) waives compliance with Sections 8.4 and 8.9 of the Credit Agreement inconnection with any Asset Sale by the Hong Kong Subsidiary to GPS LP of the Stock of the Hong KongSubsidiary; and     (f) waives compliance with Sections 8.4 and 8.9 of the Credit Agreement inconnection with any Asset Sale by each Designated Future Subsidiary to its Parent Company of theStock of such Designated Future Subsidiary.     **Section 3. Additional Amendment**     (a) *Section 1.1 (Defined Terms)*of the Credit Agreement is hereby amended by inserting thefollowing definitions in its proper alphabetical order therein:          “*Amendment No. 4*” means Amendment No. 4 to the Credit Agreement, dated as of February 9, 2010,among the Administrative Agent, the Borrower, the Parent, the Holdcos, the Subsidiary Guarantorsand the Lenders party thereto.          “*Designated Future Subsidiary*” means a Subsidiary of a Group Member operating in Switzerland,the United Arab Emirates or the People’s Republic of China and designated by the Borrower as a“*Designated Future Subsidiary*” pursuant to *Section 8.**20(d)(i)**(Designated New Subsidiaries)*;*provided*, that there shall be no more than one “*Designated Future Subsidiary*” in each ofSwitzerland, the United Arab Emirates and the People’s Republic of China.          “*Designated New Subsidiary*” means each Designated Future Subsidiary and the Hong KongSubsidiary.          “*Hong Kong Subsidiary*” means GLG Partners Hong Kong Limited, a company incorporated under theCompanies Ordinance of Hong Kong whose company number is 24925.          “*Parent Company*” means each Group Member that owns the Stock of a Designated New Subsidiary.
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     (b) The definition of “*Restricted Entity*” set forth in *Section 1.1.*(*Defined Terms*) of theCredit Agreement is hereby amended by deleting clause (b) through to the proviso thereof andreplacing it with the following:     “(b) following the Closing Date, (i) any other Subsidiary of the Parent acquired orestablished in connection with a Permitted Acquisition and that is or becomes regulated bya Governmental Authority in the European Economic Area (a “*Permitted Regulated Entity*”),(ii) any other Subsidiary of the Parent that is established for the purpose of becomingregulated by a Governmental Authority that has jurisdiction over investment advisory, assetmanagement, securities trading or similar business activities operating in Hong Kong,Switzerland, the United Arab Emirates or the People’s Republic of China (together with aPermitted Regulated Entity, “*Regulated Entities*”) or (iii) any other Subsidiary of theParent that a Governmental Authority having jurisdiction over a Regulated Entity deems partof a consolidated group for the purposes of the consolidated supervision on a quantitativebasis of one or more such Regulated Entities;”     (c) *Article VIII (Negative Covenants)*of the Credit Agreement is hereby amended by insertingthe following as a new *Section 8.20*:     ***Section 8.20 Designated New Subsidiaries***     Notwithstanding anything contained in this Agreement to the contrary:     (a) The Fair Market Value of Investments made by Group Members in any Designated NewSubsidiary shall not at any time exceed U.S. $2,500,000 in the aggregate.     (b) At no time shall any Parent Company cease to be a Loan Party and each ParentCompany shall comply at all times with the requirements of *Section 7.**11(c)**(AdditionalCollateral and Guaranties)*with respect to the Stock and Stock Equivalents of eachDesignated New Subsidiary.     (c) In the event that either (i) the Hong Kong Subsidiary does not become regulated bya Governmental Authority overseeing investment advisory, asset management and/or securitiestrading activities on or before the date 210 days after the Hong Kong Subsidiary becomes aSubsidiary of GLG Partners Services LP (or such later date as the Administrative Agent mayagree) or (ii) at any time following the date that is 210 days after the Hong KongSubsidiary becomes a Subsidiary of GLG Partners Services LP (or such later date as theAdministrative Agent may agree), it ceases to be regulated by a Governmental Authorityoverseeing investment advisory, asset management and/or securities trading activities, theHong Kong Subsidiary shall cease to be deemed a Restricted Entity and shall be required tofully comply with *Section 7.11 (Additional Collateral and Guaranties)*.     (d) Within 30 days (or such later time as may be agreed by the Administrative Agent)of the formation of any Designated Future Subsidiary, the GLG Parties shall cause to bedelivered to the Administrative Agent: (i) a certificate of a Responsible Officer of theBorrower designating such Designated Future Subsidiary a
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“*Designated Future Subsidiary*”, naming the Governmental Authority by which suchDesignated Future Subsidiary is, becomes, or is established for the purpose of becoming,regulated and stating the aggregate amount of equity Investments that must be made in suchDesignated Future Subsidiary by its Parent Company in order to comply with any applicablecapital requirements imposed on such Designated Future Subsidiary by any GovernmentalAuthority, (ii) a pledge agreement governed by the law of the jurisdiction in which suchDesignated Future Subsidiary was formed, duly executed by the Parent Company of suchDesignated Future Subsidiary, with respect to the Stock of such Designated FutureSubsidiary, in form and substance satisfactory to the Administrative Agent, together withall certificates, instruments and other documents representing Pledged Stock and undatedstock powers (or instruments of transfer, as applicable), with respect to the same, (iii)legal opinions, in form and substance satisfactory to the Administrative Agent, of counselto the Loan Parties in the jurisdiction of the Designated Future Subsidiary and its ParentCompany, in each case addressed to the Administrative Agent and the Lenders addressing suchmatters as the Administrative Agent may reasonably request and (iv) such other informationthat the Administrative Agent may request in its reasonable discretion.     (e) If a Designated Future Subsidiary does not become regulated by a GovernmentalAuthority with jurisdiction over investment advisory, asset management, securities tradingor similar business activities operating in Switzerland, the United Arab Emirates or thePeople’s Republic of China, as applicable, on or before the date that is 210 days after theformation of such Designated Future Subsidiary, subject to extension by the AdministrativeAgent, such Designated Future Subsidiary shall (i) be dissolved as promptly as possible or(ii) cease to be deemed a Restricted Entity pursuant to the definition thereof (as amended)and shall be required to fully comply with *Section 7.11 (Additional Collateral andGuaranties)*.     **Section 4. Conditions Precedent to Effectiveness**     This Amendment shall become effective when each of the following conditions precedent shallhave been satisfied or duly waived (the “*Effective Date*”):     (a) This Amendment shall have been executed and delivered by the GLG Parties and theRequisite Lenders.     (b) The representations and warranties set forth in Section 5 hereof shall be trueand correct as of the Effective Date.     (c) The GLG Parties shall have paid all Obligations due, after giving effect to thisAmendment, on or before the later of the date hereof and the Effective Date including, withoutlimitation, the fees set forth in Section 6 hereof and all costs and expenses of the AdministrativeAgent in connection with the preparation, reproduction, execution and delivery of this Amendmentand 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 respectthereto and with respect to all other Loan Documents) and all other costs, expenses and fees dueunder any Loan Document.
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     (d) The Administrative Agent shall have received: (i) a pledge agreement, duly executed by GPSLP, with respect to the Stock of the Hong Kong Subsidiary, in form and substance satisfactory tothe Administrative Agent, together with all certificates, instruments and other documentsrepresenting Pledged Stock and undated stock powers (or instruments of transfer, as applicable),with respect to the same and (ii) a favorable opinion, in form and substance satisfactory to theAdministrative Agent of counsel to the Loan Parties in the Cayman Islands and Hong Kong.     **Section 5. Representations and Warranties**     On and as of the Effective Date, after giving effect to this Amendment, the GLG Parties herebyrepresent and warrant to the Administrative Agent and each Lender as follows:     (a) this Amendment is within the power and authority of and has been dulyauthorized, executed and delivered by the GLG Parties;     (b) each of this Amendment and the Credit Agreement as amended hereby constitutesthe legal, valid and binding obligation of the GLG Parties, enforceable against the GLG Parties inaccordance 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 proceedingsin 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 anycertificate, document or financial or other statement furnished at any time under or in connectiontherewith are true and correct in all material respects on and as of the Effective Date, in eachcase as if made on and as of the Effective Date, except to the extent that such representations andwarranties specifically relate to a specific date, in which case such representations andwarranties 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 CreditAgreement as amended and waived hereby;     (d) no Default or Event of Default has occurred and is continuing or would resulttherefrom;     (e) no litigation has been commenced against any Loan Party or any of itsSubsidiaries seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) theperformance of any action by any Loan Party required or contemplated by this Amendment, the CreditAgreement or any other Loan Document, in each case as amended or waived hereby (if applicable); and     (f) subject to the approval of a license application, the Hong Kong Subsidiary willbe regulated by the Securities and Futures Commission of Hong Kong and for this reason cannot be aLoan Party.
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     **Section 6. Fees and Expenses**     (a) The GLG Parties agree to pay on demand in accordance with the terms ofSection 11.3 *(Costs and Expenses)*of the Credit Agreement all reasonable costs and expenses of theAdministrative Agent in connection with the preparation, execution and delivery of this Amendmentand 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 respectthereto and with respect to all other Loan Documents).     (b) The Borrower agrees to pay to the Administrative Agent, for the account of each Lenderconsenting to this Amendment (other than the GLG Affiliate) from which the Administrative Agentshall have received (by facsimile or otherwise) an executed copy of this Amendment by 12:00 p.m.(New York time) on January 29, 2010 or such later date as the Administrative Agent and the Borrowermay agree (each, a *“Consenting Lender”*), a fee equal to 0.02% of such Consenting Lender’sCommitment currently in effect.     **Section 7. Reference to the Effect on the Loan Documents**     (a) As of the Effective Date, each reference in the Credit Agreement to “*thisAmendment*,” “*hereunder*,” “*hereof*,” “*herein*,” or words of like import, and each reference in theother 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 CreditAgreement as amended hereby, and this Amendment and the Credit Agreement shall be read together andconstrued as a single instrument.     (b) Except as expressly amended or waived hereby, all of the terms and provisions ofthe Credit Agreement and all other Loan Documents are and shall remain in full force and effect andare hereby ratified and confirmed.     (c) The execution, delivery and effectiveness of this Amendment shall not, except asexpressly 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 ofany other provision of any of the Loan Documents for any purpose except as expressly set forthherein.     (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 inseparate counterparts, each of which when so executed shall be deemed to be an original and all ofwhich taken together shall constitute one and the same agreement. Signature pages may be detachedfrom multiple separate counterparts and attached to a single counterpart so that all signaturepages are attached to the same document. Delivery of an executed counterpart by telecopy or e-mailshall be effective as delivery of a manually executed counterpart of this Amendment.
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     **Section 9. Consent of Guarantors**     Each Guarantor hereby consents to this Amendment and agrees that the terms hereof shall notaffect in any way its obligations and liabilities under the Loan Documents (as amended andotherwise expressly modified hereby), all of which obligations and liabilities shall remain in fullforce and effect and each of which is hereby reaffirmed (as amended and otherwise expresslymodified hereby).     **Section 10. Governing Law**     This Amendment shall be governed by and construed in accordance with the law of the State ofNew York.     **Section 11. Section Titles**     The section titles contained in this Amendment are and shall be without substantive meaning orcontent 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 orsubsection of any Loan Document immediately followed by a reference in parenthesis to the title ofthe section of such Loan Document containing such clause, sub-clause or subsection is a referenceto such clause, sub-clause or subsection and not to the entire section; *provided*, *however*, that, incase of direct conflict between the reference to the title and the reference to the number of suchsection, the reference to the title shall govern absent manifest error. If any reference to thenumber of a section (but not to any clause, sub-clause or subsection thereof) of any Loan Documentis followed immediately by a reference in parenthesis to the title of a section of any LoanDocument, 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 Agreementor, as the case may be, the Guaranty.     **Section 13. Severability**     The fact that any term or provision of this Amendment is held invalid, illegal orunenforceable 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 orjurisdiction 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, theparties hereto and their respective successors and assigns.
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     **Section 15. Waiver of Jury Trial**     EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITHRESPECT TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT.*[Remainder of page intentionally left blank; signature pages follow]*
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by theirauthorized signatories as of the day and year first above written.      FA SUB 3 LIMITED, *as Borrower*