Administrative Agent), in form and substance satisfactory to the Administrative Agent and insufficient copies for each Lender:               (i) this Amendment, duly executed by the GLG Parties and the Administrative Agent; and               (ii) Lenders’ Consents executed by Lenders constituting Requisite Lenders.          (b) The representations and warranties set forth in Section 3 hereof shall be true and correctas of the Amendment Effective Date.          (c) *Fees and Expenses Paid*. The GLG Parties shall have paid all Obligations due, after givingeffect to this Amendment, on or before the later of the date hereof and the Amendment EffectiveDate including, without limitation, the fees set forth in *Section 4 (Fees and Expenses)*hereof andall 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 inconnection herewith (including, without limitation, the reasonable fees and out-of-pocket expensesof counsel for the Administrative Agent with respect thereto and with respect to all other LoanDocuments) and all other costs, expenses and fees due under any Loan Document.     ***Section 3. Representations and Warranties***          On and as of the date hereof and as of the Amendment Effective Date, after giving effect tothis Amendment, the GLG Parties hereby represent and warrant to the Administrative Agent and eachLender 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 as amended hereby constitutes a legal,valid and binding obligation of the GLG Parties, enforceable against the GLG Parties in accordancewith its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generallyand by general equitable principles (whether enforcement is sought by proceedings in equity or atlaw);          (c) each of the representations and warranties contained in *Article IV (Representations andWarranties)*of the Credit Agreement, in the other Loan Documents or in any certificate, document orfinancial or other statement furnished at any time under or in connection therewith are true andcorrect in all material respects on and as of the date hereof and the Amendment Effective Date, ineach case as if made on and as of such date and 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 hereby;
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          (d) no Default or Event of Default has occurred and is continuing; and          (e) no litigation has been commenced against any Loan Party or any of its Subsidiaries seekingto restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of anyaction by any Loan Party required or contemplated by this Amendment, the Credit Agreement or anyother Loan Document, in each case as amended hereby (if applicable).     ***Section 4. Fees and Expenses***          The GLG Parties and each other Loan Party agree to pay on demand in accordance with the termsof *Section 11.3 (Costs and Expenses)*of the Credit Agreement all costs and expenses of theAdministrative Agent in connection with the preparation, reproduction, execution and delivery ofthis Amendment and all other Loan Documents entered into in connection herewith (including, withoutlimitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agentwith respect thereto and with respect to all other Loan Documents).     ***Section 5. Reference to the Effect on the Loan Documents***          (a) As of the Amendment Effective Date, each reference in the Credit Agreement to “*thisAgreement*,” “*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 hereby, all of the terms and provisions of the CreditAgreement and all other Loan Documents are and shall remain in full force and effect and are herebyratified and confirmed.          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expresslyprovided herein, operate as a waiver of any right, power or remedy of the Lenders, Arranger or theAdministrative Agent under any of the Loan Documents, or constitute a waiver or amendment of anyother provision of any of the Loan Documents for any purpose except as expressly set forth herein.          (d) This Amendment is a Loan Document.     ***Section 6. 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).
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     ***Section 7. 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.     ***Section 8. Governing Law***          This Amendment shall be governed by and construed in accordance with the law of the State ofNew York.     ***Section 9. 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 10. Notices***          All communications and notices hereunder shall be given as provided in the Credit Agreementor, as the case may be, the Guaranty.     ***Section 11. 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 12. 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 13. 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.[SIGNATURE PAGES FOLLOW]
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          **IN WITNESS WHEREOF,**the parties hereto have caused this Amendment to be executed by theirrespective officers and general partners thereunto duly authorized, as of the date first writtenabove.      FA SUB 3 LIMITED,