to
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS
AMENDMENT NO. 2 TO REVOLVING CREDIT AND SECURITY AGREEMENT (this
“ Amendment ”) is made as of April 14, 2009
by and among HIGHLAND DISTRESSED OPPORTUNITIES, INC. (the “
Borrower ”), LIBERTY STREET FUNDING LLC, as the
Conduit Lender (the “ Lender ”), THE BANK OF
NOVA SCOTIA, ACTING THROUGH ITS NEW YORK AGENCY, as Secondary
Lender (the “ Secondary Lender ”), and THE BANK
OF NOVA SCOTIA, ACTING THROUGH ITS NEW YORK AGENCY, as Agent (the
“ Agent ”) under that certain Revolving Credit
and Security Agreement dated as of June 27, 2008 by and among
the Borrower, the Lender, the Secondary Lender and the Agent (as
amended, restated, supplemented or otherwise modified from time to
time, the “ Credit Agreement ”). Defined terms
used herein and not otherwise defined herein shall have the meaning
given to them in the Credit Agreement.
WHEREAS,
the Borrower, the Lender, the Secondary Lender and the Agent are
parties to the Credit Agreement and have agreed to amend the Credit
Agreement on the terms and conditions set forth herein.
NOW,
THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1.
Amendments to the Credit Agreement . Subject to the
satisfaction of the condition precedent set forth in
Section 2 below, the definition of “Total
Commitment” set forth in Section 1.01 of the
Credit Agreement is hereby amended to delete therefrom the figure
“$60,000,000” and to insert therefor the following
figure: “$10,000,000”.
2.
Conditions of Effectiveness . The effectiveness of this
Amendment is subject to the condition precedent that the Agent
shall have received:
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(a)
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duly executed counterparts of this
Amendment from each of the Borrower, the Lender, the Secondary
Lender and the Agent; and
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(b)
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such other documents, instruments
and agreements as the Agent shall reasonably request.
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3.
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Representations and Warranties of
the Borrower .
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3.1.
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The
Borrower hereby represents and warrants that this Amendment and the
Credit Agreement as previously executed and as amended hereby
constitute legal, valid and binding obligations of the Borrower and
are enforceable against the Borrower in accordance with their terms
(except as enforceability may be limited by bankruptcy, insolvency,
or similar laws aff
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