AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

EXECUTION COPY

AMENDMENT NO. 2

TO

AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 2 (this “Amendment”), dated as of May 9, 2014, to the Amended and Restated Credit Agreement, dated as of May 16, 2013, by and among NEXPOINT CREDIT STRATEGIES FUND, a Delaware statutory trust (herein referred to as the “Borrower”), the Banks party thereto from time to time and STATE STREET BANK AND TRUST COMPANY, as agent for the Banks (in such capacity, the “Agent”), as amended by Amendment Xx. 0, xxxxx xx xx Xxxxxxx 0, 0000 (xx the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

RECITALS

I. Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein.

II. The Borrower desires an amendment to the Loan Documents upon the terms and conditions herein contained, and the Banks have agreed thereto upon the terms and conditions herein contained.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. The defined term “Termination Date” contained in Section 1.01 of the Credit Agreement is hereby amended by replacing the date “May 15, 2014” contained therein with the date “May 8, 2015”.

2. Section 5.07(e) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(e) Debt in an aggregate principal amount not to exceed $250,000,000 at any one time outstanding to BNP;

3. Schedule 1 to the Credit Agreement is hereby amended and restated in the form of Schedule 1 attached hereto.

4. Paragraphs 1, 2 and 3 of this Amendment shall not be effective until each of the following conditions is satisfied (the date, if any, on which such conditions shall have first been satisfied being referred to herein as the “Amendment Effective Date”):

(a) the Agent shall have received from the Borrower and each Bank either (i) a counterpart of this Amendment executed on behalf of such party, or (ii) written evidence satisfactory to the Agent (which may include electronic mail transmission (in printable format) or facsimile of a signed signature page of this Amendment) that each such party has executed a counterpart of this Amendment;

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(b) the Agent shall have received from the Borrower a manually signed certificate from the Secretary or Assistant Secretary of the Borrower, in all respects satisfactory to the Agent, (i) certifying as to the incumbency of authorized persons of the Borrower executing this Amendment, (ii) attaching true, complete and correct copies of the resolutions duly adopted by the board of directors of the Borrower approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the date hereof, and (iii) certifying that the Borrower’s Charter Documents have not been amended, supplemented or otherwise modified since January 9, 2014 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification;

(c) the Agent shall have received from the Borrower a manually signed certificate from an Authorized Signatory, in all respects satisfactory to the Agent, certifying that neither the execution and delivery by the Borrower of this Amendment nor the consummation of the transactions contemplated by the Amendment and the Credit Agreement, as amended hereby, nor compliance with the terms, conditions and provisions hereof or thereof by the Borrower will conflict with, or result in a breach or violation of, or constitute a default under any contractual restriction (including any such contractual restriction governing the BNP Debt) binding on or affecting the Borrower or any of its assets;

(d) receipt by the Agent on behalf of each Bank of a duly completed Form FR U-1 signed by the Borrower;

(e) receipt by the Agent of the legal opinion of Dechert LLP, outside counsel for the Borrower, addressed to the Agent and the Banks and covering such matters relating to the transactions contemplated hereby as the Agent may reasonably request; and

(f) the Borrower shall have paid all out-of-pocket fees and expenses incurred by the Agent (including, without limitation, reasonable legal fees and disbursements of counsel to the Agent) in connection herewith to the extent they have been invoiced prior to the date hereof and are payable by the Borrower pursuant to Section 9.03 of the Credit Agreement.

5. The Borrower (a) reaffirms and admits the validity and enforceability of each Loan Document to which it is a party and all of its obligations thereunder (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing) and agrees and admits that (i) it has no defense to any such obligation and (ii) it shall not exercise any setoff or offset to any such obligation, and (b) (1) represents and warrants that, as of the date of execution and delivery hereof by the Borrower, after giving effect to the amendments contained in this Amendment, no Default has occurred and is continuing and (2) after giving effect to the amendments contained in this Amendment, the representations and warranties of the Borrower contained in the Credit Agreement and the other Loan Documents (including, without limitation,

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the representations and warranties in Section 4.03 of the Credit Agreement with respect to any and all agreements with respect to the BNP Debt) are true and correct in all material respects on and as of the date hereof with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

6. Except as expressly set forth herein, the Loan Documents shall remain in full force and effect, and no amendment in respect of any term or condition of any Loan Document shall be deemed to be an amendment in respect of any other term or condition contained in any Loan Document.

7. This Amendment may be executed in any number of counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be charged. Delivery of an electronic counterpart to this Amendment (which may include electronic mail transmission (in printable format) or facsimile of a signed signature page of this Amendment) shall be as effective as delivery of an original counterpart.

8. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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IN WITNESS WHEREOF, each party hereto, intending this Amendment No. 2 to the Amended and Restated Credit Agreement to take effect as an agreement under seal, has caused this agreement to be duly executed by its duly authorized representative(s) as of the day and year first above written.

NEXPOINT CREDIT STRATEGIES FUND
By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title:   Treasurer
STATE STREET BANK AND TRUST COMPANY, individually and as Agent
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title:   Vice President

SCHEDULE 1

BORROWER:

NEXPOINT CREDIT STRATEGIES FUND

000 Xxxxxxxx Xxxxx, Xxxxx 000

Xxxxxx, Xxxxx 00000

Attention: Xxxxx Xxxxx

Phone: 000-000-0000

Email: xxxxxx@xxxxxxxxxxxxx.xxx

SCHEDULE I

BANKS:		COMMITMENT AMOUNT				COMMITMENT PERCENTAGE
STATE STREET BANK AND TRUST COMPANY For funding or payment notices: Domestic Lending Office: Mutual Fund Lending Department Xxxxxx Place, Tower 1 Xxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxxx, Assistant Vice President - CSU Manager Tel: (000) 000-0000 Fax: (000) 000-0000 Email: xxx-xxxxxxx-xxx@xxxxxxxxxxx.xxx		$	250,000,000				100	%
LIBOR Lending Office: Mutual Fund Lending Department Xxxxxx Place, Tower 1 Xxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxxx, Assistant Vice President - CSU Manager Tel: (000) 000-0000 Fax: (000) 000-0000 Email: xxx-xxxxxxx-xxx@xxxxxxxxxxx.xxx
For all other notices: State Street Bank and Trust Company Mutual Fund Lending Department For Overnight Deliveries: 000 Xxxxxxxxxx Xxxxxx Tower 1, 4th Floor Xxxxxx, Xxxxxxxxxxxxx 00000 For USPS Deliveries: Xxx 0000 Xxxxxx, Xxxxxxxxxxxxx 00000 Attention:      Xxxxx Xxxxxxxx Facsimile:     (000) 000-0000 Telephone:    (000) 000-0000

SCHEDULE I