HIGHLAND DISTRESSED OPPORTUNITIES, INC. 11,700,000 Common Shares Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2007 • Highland Distressed Opportunities, Inc. • New York
Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wachovia Capital Markets, LLC As Representatives of the several Underwriters
AGREEMENT AMONG INSUREDS with respect to the JOINT INSURED FIDELITY BOND ICI Mutual Insurance Company, File No. 04704108B (the “Fidelity Bond”)Agreement • September 26th, 2008 • Highland Distressed Opportunities, Inc.
AGREEMENT, made as of July 31, 2008 among the undersigned registered management investment companies and business development company (each an “Insured” and together, the “Insureds”) pursuant to paragraph (f) of Rule 17g-1 promulgated under the Investment Company Act of 1940 (the “1940 Act”) relating to the Fidelity Bond.
ACCOUNTING SERVICES AGREEMENTAccounting Services Agreement • January 18th, 2007 • Highland Distressed Opportunities Fund, Inc.
THIS AGREEMENT is made as of , 2006 by and between HIGHLAND DISTRESSED OPPORTUNITIES FUND, INC., a Delaware corporation (the “Company”), and PFPC INC., a Massachusetts corporation (“PFPC”).
Re: Total Return Swap TransactionsHighland Distressed Opportunities, Inc. • February 16th, 2007
SUB-ADMINISTRATION SERVICES AGREEMENTSub-Administration Services Agreement • January 18th, 2007 • Highland Distressed Opportunities Fund, Inc.
THIS AGREEMENT is made as of ___, 2006 by and between HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and PFPC INC., a Massachusetts corporation (“PFPC”).
AMENDMENT NO. 1 TO ADMINISTRATION SERVICES AGREEMENTAdministration Services Agreement • August 8th, 2008 • Highland Distressed Opportunities, Inc.
This Amendment No. 1 dated June 6, 2008 is made to the Administration Services Agreement dated as of February 27, 2007 (the “Agreement”) by and between HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and HIGHLAND DISTRESSED OPPORTUNITIES, INC., a Delaware corporation (the “Company”).
CUSTODIAN SERVICES AGREEMENTCustodian Services Agreement • January 18th, 2007 • Highland Distressed Opportunities Fund, Inc.
THIS AGREEMENT is made as of , 2006 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”), and HIGHLAND DISTRESSED OPPORTUNITIES FUND, INC., a Delaware corporation (the “Company”).
STRUCTURING FEE AGREEMENTIndemnification Agreement • February 16th, 2007 • Highland Distressed Opportunities, Inc. • New York
Reference is made to the Underwriting Agreement dated the date hereof (the “Underwriting Agreement”), by and among Highland Distressed Opportunities, Inc. (the “Fund”), Highland Capital Management, L.P. (the “Adviser”) and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s Common Shares, as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
TRANSFER AGENCY SERVICES AGREEMENTTransfer Agency Services Agreement • January 18th, 2007 • Highland Distressed Opportunities Fund, Inc.
THIS AGREEMENT is made as of , 2006 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and HIGHLAND DISTRESSED OPPORTUNITIES FUND, INC., a Delaware corporation (the “Company”).
], 2007 Highland Capital Management, L.P. Two Galleria Tower 13455 Noel Road, Suite 800 Dallas, Texas 75240 Re: Agreement Regarding Payment of Sales Load Ladies and Gentlemen:Highland Distressed Opportunities, Inc. • February 16th, 2007
In connection with your agreement to pay an amount equal to an additional 1.0% sales load to the underwriters in connection with the initial public offering (the “IPO”) of Highland Distressed Opportunities Fund, Inc. (the “Company”), we hereby agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • February 16th, 2007 • Highland Distressed Opportunities, Inc.
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is entered into as of January 18, 2007, between Highland Distressed Opportunities Fund, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), and Highland Capital Management, L.P. (the “Purchaser”). The parties to this Agreement hereby agree as follows:
Exhibit 99.2 AGREEMENT AMONG INSUREDS WITH RESPECT TO THE JOINT INSURED FIDELITY BOND FEDERAL INSURANCE COMPANY BOND NO. 81911329 (THE "FIDELITY BOND") AGREEMENT, made as of November 20, 2006 among the undersigned registered management investment...Agreement • March 16th, 2007 • Highland Distressed Opportunities, Inc.
AGREEMENT AMONG INSUREDS WITH RESPECT TO THE JOINT INSURED FIDELITY BOND FEDERAL INSURANCE COMPANY BOND NO. 81911329 (THE "FIDELITY BOND")
REVOLVING CREDIT AND SECURITY AGREEMENT among HIGHLAND DISTRESSED OPPORTUNITIES, INC., as Borrower LIBERTY STREET FUNDING LLC, as Conduit Lender THE BANK OF NOVA SCOTIA, ACTING THROUGH ITS NEW YORK AGENCY, as Secondary Lender and THE BANK OF NOVA...Credit and Security Agreement • August 8th, 2008 • Highland Distressed Opportunities, Inc. • New York
REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of June 27, 2008, among LIBERTY STREET FUNDING LLC, as the Conduit Lender, THE BANK OF NOVA SCOTIA, ACTING THROUGH ITS NEW YORK AGENCY and the other Secondary Lenders (as hereinafter defined) from time to time parties hereto, THE BANK OF NOVA SCOTIA, ACTING THROUGH ITS NEW YORK AGENCY, as agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Agent”), and HIGHLAND DISTRESSED OPPORTUNITIES, INC., a Delaware corporation (together with its permitted successors and assigns, the “Borrower”).
AMENDMENT NO. 1 to REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • February 27th, 2009 • Highland Distressed Opportunities, Inc. • New York
THIS AMENDMENT NO. 1 TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of November 25, 2008 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.
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENTInvestment Advisory and Management Agreement • January 18th, 2007 • Highland Distressed Opportunities Fund, Inc. • Delaware
AGREEMENT made as of [ ], 2007, by and between Highland Capital Management, L.P., a Delaware limited partnership (the “Investment Adviser”), and Highland Distressed Opportunities Fund, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 2 to REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • May 7th, 2009 • Highland Distressed Opportunities, Inc. • New York
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.
ADMINISTRATION SERVICES AGREEMENTAdministration Services Agreement • February 16th, 2007 • Highland Distressed Opportunities, Inc. • Highland
THIS AGREEMENT is made as of February ___, 2007 by and between HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and HIGHLAND DISTRESSED OPPORTUNITIES, INC., a Delaware corporation (the “Company”).
