Exhibit (2)(a)(2)
AMENDMENT
TO THE
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
▇▇▇▇▇ ▇▇▇ FLOATING RATE LIMITED LIABILITY COMPANY
The undersigned, being the duly appointed Secretary of Highland Floating
Rate Limited Liability Company, a Delaware limited liability company (the
"Fund"), and operating pursuant to authority delegated to such officer by the
Board of Managers of the Fund, desires to amend the Amended and Restated Limited
Liability Company Agreement of ▇▇▇▇▇ ▇▇▇ Floating Rate Limited Liability
Company, dated as of November 3, 1998 (the "Fund Agreement"), to clarify that
the name of the Fund was changed pursuant to the filing of a Certificate of
Amendment to the Fund's Certificate of Formation with the Secretary of State of
the State of Delaware on October 8, 2004 (the "Certificate").
WHEREAS, on October 8, 2004, the Fund, acting pursuant to a duly
adopted resolution of the Board of Managers of the Fund, filed the Certificate
which changed the name of the Fund to "Highland Floating Rate Limited Liability
Company";
WHEREAS, the Secretary of the Fund desires to amend the fund
Agreement to clarify that the Fund's name is now "Highland Floating Rate Limited
Liability Company";
WHEREAS, Section 15.3 of the Fund Agreement does not require
that the Feeder Funds (as defined in the Fund Agreement) approve an amendment to
the Fund Agreement if the purpose of the amendment is to change the name of the
Fund;
NOW, THEREFORE, the Secretary of the Fund, acting pursuant to
authority delegated to the Secretary of the Fund by the Board of Managers of the
Fund, hereby adopts the following resolution to the Fund Agreement in order to
clarify that the name of the Fund was changed on October 8, 2004:
l. AMENDMENT. The Fund Agreement is hereby amended to replace the words
"▇▇▇▇▇ ▇▇▇ Floating Rate Limited Liability Company" with the words
"Highland Floating Rate Limited Liability Company" each time the words
"▇▇▇▇▇ ▇▇▇ Floating Rate Limited Liability Company" is used in the Fund
Agreement.
2. EFFECTIVENESS OF AMENDMENT. This amendment shall be effective as of
October 8, 2004, the date the Certificate was filed with the Secretary
of State of the State of Delaware.
3. CONFIRMATION OF AGREEMENT. Except as modified by this amendment, the
terms, conditions and agreements set forth in the Fund Agreement are
hereby ratified and confirmed and shall continue in full force and
effect.
4. GOVERNING LAW. This amendment shall be governed by the laws of the State
of Delaware without regard to the principles of conflicts of laws
thereof.
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IN WITNESS WHEREOF, the undersigned has duly executed this amendment as
of December 20, 2005.
HIGHLAND FLOATING RATE LIMITED
LIABILITY COMPANY
By: M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Secretary
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