ContractHighland Financial Partners, L.P. • April 30th, 2007 • Finance services
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, OR PLEDGED EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3), (7) OR (8) UNDER THE SECURITIES ACT), OR (C) HE OR SHE IS AN INDIVIDUAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A) (4), (5) OR (6) UNDER SECURITIES ACT); (2) AGREES THAT HE, SHE OR IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER THEREOF OF ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) TO AN ACCREDITED INVESTOR THAT IS PURCHASING THE UNITS FOR HIS, HER OR ITS OWN ACCOUNT, OR FOR THE
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2007 • Highland Financial Partners, L.P. • Finance services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 26, 2006, among Highland Financial Trust, a Delaware statutory trust (the “Company”), and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (collectively, the “Initial Purchasers/Placement Agents”) for the benefit of the Initial Purchasers/Placement Agents and the Holders (as defined below).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • April 30th, 2007 • Highland Financial Partners, L.P. • Finance services • New York
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (the “Agreement”) is made and entered into as of April 17, 2007 by and among HIGHLAND FINANCIAL PARTNERS, L.P., a Delaware limited partnership (the “Company”), each of the subsidiaries set forth from time to time on Annex 1 hereto that has become a signatory hereto (each a “Subsidiary” and collectively the “Subsidiaries”), each of the other entities set forth from time to time on Annex 2 hereto that has become a signatory hereto (each an “Additional Party” and collectively the “Additional Parties”) and HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (together with its permitted assignees, the “Manager”). This Agreement amends and restates in its entirety the MANAGEMENT AGREEMENT, dated as of February 3, 2006.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HIGHLAND FINANCIAL PARTNERS, L.P. April 17, 2007Limited Partnership Agreement • April 30th, 2007 • Highland Financial Partners, L.P. • Finance services • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) of HIGHLAND FINANCIAL PARTNERS, L.P. (the “Partnership”) dated as of April 17, 2007 is entered into by and among HFP GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who have or will become Partners in the Partnership or parties hereto as provided herein. This Agreement amends and restates in its entirety the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of February 3, 2006.
