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
Re: Total Return Swap TransactionsMaster Confirmation • February 16th, 2007 • Highland Distressed Opportunities, Inc.
STRUCTURING FEE AGREEMENTStructuring Fee 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.
], 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:Agreement Regarding Payment of Sales Load • February 16th, 2007 • Highland Distressed Opportunities, Inc.
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:
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”).
