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 ”).
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
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(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
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