Corporate Capital Trust 8-K


Exhibit 10.2










AMENDING
AGREEMENT


 


 


THIS
AMENDING AGREEMENT dated as of the 22 day of July, 2013 MADE BETWEEN:


 


 


THE
BANK OF NOVA SCOTIA


(“Scotia”)


AND:


HALIFAX
FUNDING LLC


(“Halifax”)


AND:


CORPORATE
CAPITAL TRUST, INC.


   (“CCT”)


AND:


THE
BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK


 





(“BNSTrust”)


 


 


WHEREAS
Scotia and Halifax have entered into an ISDA Master Agreement, dated as of November 15, 2012 (as amended, the “Master
Agreement”) and an ISDA Credit Support Annex, dated as of November 15, 2012 (as amended, the “Credit
Support Annex”);


 


AND
WHEREAS Scotia and Halifax have entered into Total Return Swap Transaction Master Confirmation, dated November 15, 2012 (the
“Master Confirmation”);


 


AND
WHEREAS Scotia, Halifax, CCT and BNSTrust have entered into a Custodian Agreement, dated November 15, 2012 (as amended the
“Custodian Agreement”);


 


AND
WHEREAS the parties hereto wish to effect certain amendments to the terms of the Schedule to the Master Agreement and the
Credit Support Annex;


 


AND
WHEREAS the parties hereto wish to terminate the Custodian Agreement;


 


NOW
THEREFORE THIS AMENDING AGREEMENT WITNESSETH THAT in consideration of the premises and other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties hereby agree as follows:


 


		(1)	Notwithstanding
                                                                                                                           the
                                                                                                                           terms
                                                                                                                           of
                                                                                                                           the
                                                                                                                           Master
                                                                                                                           Confirmation,
                                                                                                                           if,
                                                                                                                           at
                                                                                                                           any
                                                                                                                           time
                                                                                                                           following
                                                                                                                           the
                                                                                                                           occurrence
                                                                                                                           of
                                                                                                                           a Credit
                                                                                                                           Rating
                                                                                                                           Decline
                                                                                                                           Event,
                                                                                                                           Halifax
                                                                                                                           exercises
                                                                                                                           its
                                                                                                                           rights
                                                                                                                           under
                                                                                                                           Section
                                                                                                                           4(A)
                                                                                                                           of
                                                                                                                           the
                                                                                                                           Master
                                                                                                                           Confirmation
                                                                                                                           to
                                                                                                                           delete
                                                                                                                           all
                                                                                                                           of
                                                                                                                           the
                                                                                                                           Trade
                                                                                                                           Face
                                                                                                                           Amounts
                                                                                                                           of
                                                                                                                           all
                                                                                                                           of
                                                                                                                           the
                                                                                                                           Reference
                                                                                                                           Obligations
                                                                                                                           comprised
                                                                                                                           in
                                                                                                                           the
                                                                                                                           Portfolio,
                                                                                                                           the
                                                                                                                           Make-Whole
                                                                                                                           Spread
                                                                                                                           Amount
                                                                                                                           shall
                                                                                                                           be
                                                                                                                           deemed
                                                                                                                           to
                                                                                                                           be
                                                                                                                           zero
                                                                                                                           but
                                                                                                                           only
                                                                                                                           if
                                                                                                                           such
                                                                                                                           Credit
                                                                                                                           Rating
                                                                                                                           Decline
                                                                                                                           Event
                                                                                                                           is
                                                                                                                           continuing
                                                                                                                           as
                                                                                                                           at
                                                                                                                           the
                                                                                                                           time
                                                                                                                           Halifax
                                                                                                                           elects
                                                                                                                           to
                                                                                                                           delete
                                                                                                                           such
                                                                                                                           Reference
                                                                                                                           Obligations.



For
purposes hereof, “Credit Rating Decline Event” means Party A’s credit rating with respect to its
long-term, senior unsecured indebtedness as determined by Standard & Poor’s Rating Services, a division of The McGraw-Hill
Companies, Inc., or its successor (“S&P”) or Moody's Investors Services, Inc., or its successor
(“Moody’s”) (or if neither S&P or Moody’s ratings are available, any other nationally
recognized ratings service) declines below “BBB+” or “Baa1”.


		(2)	Part
                                                                                                                           4(f)
                                                                                                                           of
                                                                                                                           the
                                                                                                                           Schedule
                                                                                                                           to
                                                                                                                           the
                                                                                                                           Master
                                                                                                                           Agreement
                                                                                                                           as
                                                                                                                           it
                                                                                                                           applies
                                                                                                                           to
                                                                                                                           Halifax
                                                                                                                           is
                                                                                                                           hereby
                                                                                                                           deleted
                                                                                                                           in
                                                                                                                           its
                                                                                                                           entirety
                                                                                                                           and
                                                                                                                           replaced
                                                                                                                           with
                                                                                                                           the
                                                                                                                           following:



		“In
                                                relation to Party B:	(1)
the Credit Support Annex, dated November 15, 2012, between Party A and Party B, and (2) the Control Agreement, dated July 22,
2013, between Party A, Party B and State Street Bank and Trust Company.”



 



    	 



    	 



    




		(3)	Paragraph
                                                                                                                           13(b)(ii)
                                                                                                                           of
                                                                                                                           the
                                                                                                                           Schedule
                                                                                                                           to
                                                                                                                           the
                                                                                                                           Credit
                                                                                                                           Support
                                                                                                                           Annex
                                                                                                                           is
                                                                                                                           hereby
                                                                                                                           deleted
                                                                                                                           in
                                                                                                                           its
                                                                                                                           entirety
                                                                                                                           and
                                                                                                                           replaced
                                                                                                                           with
                                                                                                                           the
                                                                                                                           following:






“(ii)Eligible
Collateral. The following items will qualify as “Eligible Collateral” for the party specified:


	 	Eligible
    Collateral	Party
    A	Party
    B	Valuation
    Percentage
	 	Cash	n/a	X	100%
	 	Certificates
    of Deposit	n/a	X	Where
    the relevant Certificate of Deposit is (x) issued by Party A,100%, and (y) not issued by Party A, 95%


			



 


For
purposes hereof, “Certificate of Deposit” means a USD-denominated, negotiable, certificated certificate
of deposit issued by The Bank of Nova Scotia having a remaining term to maturity of not more than 365 days and that can paid or
delivered by book entry on the books of The Depository Trust Company; provided, however, that if Party A’s credit rating
with respect to its long-term, senior unsecured indebtedness as determined by S&P or Moody's (as defined in the Master Confirmation)
(or if neither S&P or Moody’s ratings are available, any other nationally recognized ratings service) declines below
“BBB+” or “Baa1, Party B may elect to satisfy any Delivery Amount through the Transfer of any USD-denominated,
negotiable, certificated certificate of deposit (i) having a remaining term to maturity of not more than 365 days, (ii) which
can be paid or delivered by book entry on the books of The Depository Trust Company, and (iii) that is issued by a U.S. domestic,
FDIC-insured commercial bank or trust company organized under the laws of the United States, or a political subdivision thereof,
that has at all times (1) a market capitalization of at least USD 10,000,000,000; and (3) a long-term debt or deposit rating of
at least A3 from Moody’s and A- from S&P.”


 


		(4)	Paragraph
                                                                                                                           13(i)
                                                                                                                           of
                                                                                                                           the
                                                                                                                           Schedule
                                                                                                                           to
                                                                                                                           the
                                                                                                                           Credit
                                                                                                                           Support
                                                                                                                           Annex
                                                                                                                           is
                                                                                                                           hereby
                                                                                                                           deleted
                                                                                                                           in
                                                                                                                           its
                                                                                                                           entirety
                                                                                                                           and
                                                                                                                           replaced
                                                                                                                           with
                                                                                                                           the
                                                                                                                           following:



			“Eligibility
                                                        to Hold Posted Collateral; Custodians. Notwithstanding Paragraph 6(b)(i),
                                                        Party A shall hold Posted Collateral pursuant to Paragraph 6(b) only through
                                                        State Street Bank and Trust Company (notwithstanding Paragraph 6(b)(i),
                                                        the “Custodian”) subject to the provisions of the Control
                                                        Agreement (as specified below).



Use
of Posted Collateral. The provisions of Paragraph 6(c) will not apply. Party A shall not exercise its rights under the Control
Agreement to instruct the Custodian to release Collateral (as defined therein) as directed by Party A unless and until a Net Shortfall
(as defined in the Total Return Swap Transaction Master Confirmation, dated November 15, 2012, between Party A and Party B (the
“Master Confirmation”)) is owing by Party B pursuant to the terms of the Master Confirmation or an Event of
Default or Termination Event with respect to Party B has occurred and is continuing or an Early Termination Date has been designated
as a result of an Event of Default, Termination Event with respect to Party B.”



    	2



    	 



    
		(5)	Paragraph
                                                                                                                           8(b)
                                                                                                                           of
                                                                                                                           the
                                                                                                                           Credit
                                                                                                                           Support
                                                                                                                           Annex
                                                                                                                           shall
                                                                                                                           not
                                                                                                                           apply
                                                                                                                           in
                                                                                                                           respect
                                                                                                                           of
                                                                                                                           any
                                                                                                                           Posted
                                                                                                                           Collateral
                                                                                                                           in
                                                                                                                           respect
                                                                                                                           of
                                                                                                                           which
                                                                                                                           Party
                                                                                                                           A has
                                                                                                                           issued
                                                                                                                           the
                                                                                                                           relevant
                                                                                                                           written
                                                                                                                           direction
                                                                                                                           to
                                                                                                                           the
                                                                                                                           Custodian
                                                                                                                           in
                                                                                                                           accordance
                                                                                                                           with
                                                                                                                           the
                                                                                                                           definition
                                                                                                                           of
                                                                                                                           “Transfer”.



		(6)	All
                                                                                                                           references
                                                                                                                           in
                                                                                                                           the
                                                                                                                           Credit
                                                                                                                           Support
                                                                                                                           Annex
                                                                                                                           to
                                                                                                                           (i)
                                                                                                                           “Custodian
                                                                                                                           Agreement”
                                                                                                                           shall
                                                                                                                           be
                                                                                                                           deemed
                                                                                                                           references
                                                                                                                           to
                                                                                                                           the
                                                                                                                           Control
                                                                                                                           Agreement,
                                                                                                                           dated
                                                                                                                           July
                                                                                                                           22,
                                                                                                                           2013,
                                                                                                                           between
                                                                                                                           Party
                                                                                                                           A,
                                                                                                                           Party
                                                                                                                           B and
                                                                                                                           State
                                                                                                                           Street
                                                                                                                           Bank
                                                                                                                           and
                                                                                                                           Trust
                                                                                                                           Company
                                                                                                                           (the
                                                                                                                           “Control
                                                                                                                           Agreement”),
                                                                                                                           (ii)
                                                                                                                           “Collateral
                                                                                                                           Account”
                                                                                                                           shall
                                                                                                                           be
                                                                                                                           deemed
                                                                                                                           references
                                                                                                                           to
                                                                                                                           the
                                                                                                                           Securities
                                                                                                                           Account,
                                                                                                                           the
                                                                                                                           Deposit
                                                                                                                           Account
                                                                                                                           or
                                                                                                                           both
                                                                                                                           (as
                                                                                                                           each
                                                                                                                           is
                                                                                                                           defined
                                                                                                                           in
                                                                                                                           the
                                                                                                                           Control
                                                                                                                           Agreement),
                                                                                                                           and
                                                                                                                           (iii)
                                                                                                                           “Depository
                                                                                                                           Account”
                                                                                                                           shall
                                                                                                                           be
                                                                                                                           deemed
                                                                                                                           references
                                                                                                                           to
                                                                                                                           the
                                                                                                                           Deposit
                                                                                                                           Account
                                                                                                                           (as
                                                                                                                           defined
                                                                                                                           in
                                                                                                                           the
                                                                                                                           Control
                                                                                                                           Agreement).



		(7)	The
                                                                                                                           definition
                                                                                                                           of
                                                                                                                           “Transfer”
                                                                                                                           set
                                                                                                                           out
                                                                                                                           in
                                                                                                                           Paragraph
                                                                                                                           13(m)(xiv)
                                                                                                                           of
                                                                                                                           the
                                                                                                                           Schedule
                                                                                                                           to
                                                                                                                           the
                                                                                                                           Credit
                                                                                                                           Support
                                                                                                                           Annex
                                                                                                                           is
                                                                                                                           hereby
                                                                                                                           deleted
                                                                                                                           in
                                                                                                                           its
                                                                                                                           entirety
                                                                                                                           and
                                                                                                                           replaced
                                                                                                                           with
                                                                                                                           the
                                                                                                                           following:



			“Paragraph
                                                        (i) of the definition of “Transfer” shall be deleted and replaced
                                                        with the following:



		“(i)	in
                                                                                                                                    the
                                                                                                                                    case
                                                                                                                                    of
                                                                                                                                    Cash
                                                                                                                                    to
                                                                                                                                    be
                                                                                                                                    Transferred
                                                                                                                                    by
                                                                                                                                    Party
                                                                                                                                    B,
                                                                                                                                    by
                                                                                                                                    wire
                                                                                                                                    transfer
                                                                                                                                    into
                                                                                                                                    the
                                                                                                                                    Deposit
                                                                                                                                    Account
                                                                                                                                    (as
                                                                                                                                    defined
                                                                                                                                    in
                                                                                                                                    the
                                                                                                                                    Control
                                                                                                                                    Agreement)
                                                                                                                                    and
                                                                                                                                    in
                                                                                                                                    the
                                                                                                                                    case
                                                                                                                                    of
                                                                                                                                    Cash
                                                                                                                                    to
                                                                                                                                    be
                                                                                                                                    Transferred
                                                                                                                                    by
                                                                                                                                    Party
                                                                                                                                    A,
                                                                                                                                    by
                                                                                                                                    the
                                                                                                                                    issuance
                                                                                                                                    of
                                                                                                                                    a
                                                                                                                                    written
                                                                                                                                    direction
                                                                                                                                    to
                                                                                                                                    the
                                                                                                                                    Custodian
                                                                                                                                    directing
                                                                                                                                    the
                                                                                                                                    payment
                                                                                                                                    to
                                                                                                                                    Party
                                                                                                                                    B
                                                                                                                                    out
                                                                                                                                    of
                                                                                                                                    such
                                                                                                                                    Deposit
                                                                                                                                    Account
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    requisite
                                                                                                                                    amount
                                                                                                                                    of
                                                                                                                                    cash
                                                                                                                                    subject
                                                                                                                                    to
                                                                                                                                    the
                                                                                                                                    existing
                                                                                                                                    balance
                                                                                                                                    of
                                                                                                                                    the
                                                                                                                                    Deposit
                                                                                                                                    Account;
                                                                                                                                    and



		(ii)	in
                                                                                                                              the
                                                                                                                              case
                                                                                                                              of
                                                                                                                              Certificates
                                                                                                                              of
                                                                                                                              Deposit
                                                                                                                              to
                                                                                                                              be
                                                                                                                              Transferred
                                                                                                                              by
                                                                                                                              Party
                                                                                                                              B,
                                                                                                                              the
                                                                                                                              book
                                                                                                                              entry
                                                                                                                              transfer
                                                                                                                              thereof
                                                                                                                              on
                                                                                                                              the
                                                                                                                              books
                                                                                                                              of
                                                                                                                              The
                                                                                                                              Depository
                                                                                                                              Trust
                                                                                                                              Company
                                                                                                                              to
                                                                                                                              the
                                                                                                                              Securities
                                                                                                                              Account
                                                                                                                              in
                                                                                                                              the
                                                                                                                              name
                                                                                                                              of
                                                                                                                              the
                                                                                                                              Custodian
                                                                                                                              (as
                                                                                                                              specified
                                                                                                                              in
                                                                                                                              the
                                                                                                                              Control
                                                                                                                              Agreement),
                                                                                                                              and,
                                                                                                                              in
                                                                                                                              the
                                                                                                                              case
                                                                                                                              of
                                                                                                                              Certificates
                                                                                                                              of
                                                                                                                              Deposit
                                                                                                                              to
                                                                                                                              be
                                                                                                                              Transferred
                                                                                                                              by
                                                                                                                              Party
                                                                                                                              A,
                                                                                                                              by
                                                                                                                              the
                                                                                                                              issuance
                                                                                                                              of
                                                                                                                              a
                                                                                                                              written
                                                                                                                              direction
                                                                                                                              to
                                                                                                                              Custodian
                                                                                                                              directing
                                                                                                                              the
                                                                                                                              release
                                                                                                                              to
                                                                                                                              Party
                                                                                                                              B
                                                                                                                              out
                                                                                                                              of
                                                                                                                              the
                                                                                                                              Securities
                                                                                                                              Account
                                                                                                                              of
                                                                                                                              such
                                                                                                                              Certificates
                                                                                                                              of
                                                                                                                              Deposit.”



 


		(8)	The
                                                                                                                           definition
                                                                                                                           of
                                                                                                                           “Custodian
                                                                                                                           Agreement”
                                                                                                                           set
                                                                                                                           out
                                                                                                                           in
                                                                                                                           Paragraph
                                                                                                                           13(m)(xiv)
                                                                                                                           of
                                                                                                                           the
                                                                                                                           Schedule
                                                                                                                           to
                                                                                                                           the
                                                                                                                           Credit
                                                                                                                           Support
                                                                                                                           Annex
                                                                                                                           is
                                                                                                                           hereby
                                                                                                                           deleted.



 


		(9)	Paragraph
                                                                                                                           13(m)(xvi)
                                                                                                                           of
                                                                                                                           the
                                                                                                                           Schedule
                                                                                                                           to
                                                                                                                           the
                                                                                                                           Credit
                                                                                                                           Support
                                                                                                                           Annex
                                                                                                                           is
                                                                                                                           hereby
                                                                                                                           amended
                                                                                                                           by
                                                                                                                           deleting
                                                                                                                           the
                                                                                                                           words
                                                                                                                           “the
                                                                                                                           Account
                                                                                                                           Documents
                                                                                                                           (as
                                                                                                                           defined
                                                                                                                           in
                                                                                                                           the
                                                                                                                           Custodian
                                                                                                                           Agreement)”
                                                                                                                           and
                                                                                                                           substituting
                                                                                                                           “the
                                                                                                                           relevant
                                                                                                                           documents
                                                                                                                           and
                                                                                                                           agreements
                                                                                                                           evidencing
                                                                                                                           the
                                                                                                                           Collateral
                                                                                                                           Accounts
                                                                                                                           entered
                                                                                                                           into
                                                                                                                           between
                                                                                                                           Party
                                                                                                                           B and
                                                                                                                           the
                                                                                                                           Custodian”.



 


(10)For
all purposes of the Credit Support Annex, “Value” means, in the context of a Certificate of Deposit issued
by Party A, the principal amount thereof so long as such Certificate of Deposit constitutes a primary issuance arranged through
a Designated Party (as defined in the Master Confirmation) of Party A on behalf of Party B or its custodian for the express purpose
of enabling Party B to satisfy any Delivery Amount obligation and was not acquired by Party B or its custodian from any vendor
in any secondary trading market in which certificates of deposit may trade. The Value of any posted Certificate of Deposit issued
by Party A which does not satisfy the foregoing shall be deemed to be zero. In respect of any Certificated of Deposit not issued
by Party A, the Value thereof shall be equal to the bid price obtained by the Valuation Agent on the relevant Valuation Date multiplied
by the Valuation Percentage.


 



    	3



    	 



    




		(11)	The
                                                                                                                            parties
                                                                                                                            hereto
                                                                                                                            hereby
                                                                                                                            agree
                                                                                                                            that
                                                                                                                            the
                                                                                                                            Custodian
                                                                                                                            Agreement
                                                                                                                            is
                                                                                                                            hereby
                                                                                                                            terminated
                                                                                                                            saving
                                                                                                                            and
                                                                                                                            excepting
                                                                                                                            those
                                                                                                                            provisions
                                                                                                                            thereof
                                                                                                                            which
                                                                                                                            are
                                                                                                                            expressly
                                                                                                                            stated
                                                                                                                            to
                                                                                                                            remain
                                                                                                                            in
                                                                                                                            full
                                                                                                                            force
                                                                                                                            and
                                                                                                                            effect
                                                                                                                            notwithstanding
                                                                                                                            the
                                                                                                                            termination
                                                                                                                            of
                                                                                                                            such
                                                                                                                            agreement.



		(12)	Each
                                                                                                                            of
                                                                                                                            the
                                                                                                                            parties
                                                                                                                            hereto
                                                                                                                            makes
                                                                                                                            with
                                                                                                                            respect
                                                                                                                            to
                                                                                                                            itself
                                                                                                                            the
                                                                                                                            representations
                                                                                                                            and
                                                                                                                            warranties
                                                                                                                            set
                                                                                                                            forth
                                                                                                                            in
                                                                                                                            Section
                                                                                                                            3(a)
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Master
                                                                                                                            Agreement,
                                                                                                                            except
                                                                                                                            that,
                                                                                                                            all
                                                                                                                            references
                                                                                                                            in
                                                                                                                            such
                                                                                                                            Section
                                                                                                                            3(a)
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Master
                                                                                                                            Agreement
                                                                                                                            to
                                                                                                                            "this
                                                                                                                            Agreement"
                                                                                                                            (or
                                                                                                                            words
                                                                                                                            or
                                                                                                                            phrases
                                                                                                                            of
                                                                                                                            similar
                                                                                                                            meaning)
                                                                                                                            shall
                                                                                                                            be
                                                                                                                            deemed
                                                                                                                            to
                                                                                                                            be
                                                                                                                            references
                                                                                                                            to
                                                                                                                            this
                                                                                                                            Amending
                                                                                                                            Agreement
                                                                                                                            and
                                                                                                                            the
                                                                                                                            Schedule
                                                                                                                            to
                                                                                                                            the
                                                                                                                            Master
                                                                                                                            Agreement
                                                                                                                            and
                                                                                                                            the
                                                                                                                            Schedule
                                                                                                                            to
                                                                                                                            the
                                                                                                                            Credit
                                                                                                                            Support
                                                                                                                            Annex
                                                                                                                            as
                                                                                                                            amended
                                                                                                                            hereby.



		(13)	From
                                                                                                                            and
                                                                                                                            after
                                                                                                                            the
                                                                                                                            date
                                                                                                                            of
                                                                                                                            this
                                                                                                                            Amending
                                                                                                                            Agreement,
                                                                                                                            all
                                                                                                                            references
                                                                                                                            in
                                                                                                                            the
                                                                                                                            Master
                                                                                                                            Agreement
                                                                                                                            or
                                                                                                                            the
                                                                                                                            Credit
                                                                                                                            Support
                                                                                                                            Annex
                                                                                                                            to
                                                                                                                            "this
                                                                                                                            Agreement"
                                                                                                                            (or
                                                                                                                            words
                                                                                                                            or
                                                                                                                            phrases
                                                                                                                            of
                                                                                                                            similar
                                                                                                                            meaning)
                                                                                                                            and
                                                                                                                            all
                                                                                                                            references
                                                                                                                            to
                                                                                                                            “this
                                                                                                                            Annex”
                                                                                                                            (or
                                                                                                                            words
                                                                                                                            or
                                                                                                                            phrases
                                                                                                                            of
                                                                                                                            similar
                                                                                                                            meaning)
                                                                                                                            shall
                                                                                                                            be
                                                                                                                            deemed
                                                                                                                            to
                                                                                                                            be
                                                                                                                            references
                                                                                                                            to
                                                                                                                            the
                                                                                                                            Master
                                                                                                                            Agreement
                                                                                                                            and
                                                                                                                            the
                                                                                                                            Credit
                                                                                                                            Support
                                                                                                                            Annex
                                                                                                                            as
                                                                                                                            amended
                                                                                                                            hereby.



 


		(14)	This
                                                                                                                            Amending
                                                                                                                            Agreement
                                                                                                                            shall
                                                                                                                            be
                                                                                                                            governed
                                                                                                                            and
                                                                                                                            construed
                                                                                                                            in
                                                                                                                            accordance
                                                                                                                            with
                                                                                                                            the
                                                                                                                            laws
                                                                                                                            of
                                                                                                                            the
                                                                                                                            State
                                                                                                                            of
                                                                                                                            New
                                                                                                                            York.



 


		(15)	All
                                                                                                                            capitalized
                                                                                                                            terms
                                                                                                                            used
                                                                                                                            but
                                                                                                                            not
                                                                                                                            defined
                                                                                                                            herein
                                                                                                                            shall
                                                                                                                            have
                                                                                                                            the
                                                                                                                            meaning
                                                                                                                            ascribed
                                                                                                                            to
                                                                                                                            such
                                                                                                                            terms
                                                                                                                            in
                                                                                                                            the
                                                                                                                            Master
                                                                                                                            Agreement.



 


		(16)	All
                                                                                                                            other
                                                                                                                            provisions
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Master
                                                                                                                            Agreement
                                                                                                                            and
                                                                                                                            the
                                                                                                                            Credit
                                                                                                                            Support
                                                                                                                            Annex
                                                                                                                            shall
                                                                                                                            remain
                                                                                                                            in
                                                                                                                            full
                                                                                                                            force
                                                                                                                            and
                                                                                                                            effect
                                                                                                                            unamended
                                                                                                                            and
                                                                                                                            are
                                                                                                                            hereby
                                                                                                                            ratified
                                                                                                                            by
                                                                                                                            the
                                                                                                                            parties
                                                                                                                            hereto
                                                                                                                            in
                                                                                                                            all
                                                                                                                            respects.



 


		(17)	This
                                                                                                                            Amending
                                                                                                                            Agreement
                                                                                                                            may
                                                                                                                            be
                                                                                                                            executed
                                                                                                                            and
                                                                                                                            delivered
                                                                                                                            in
                                                                                                                            counterparts
                                                                                                                            which
                                                                                                                            when
                                                                                                                            taken
                                                                                                                            together
                                                                                                                            shall
                                                                                                                            constitute
                                                                                                                            a
                                                                                                                            single
                                                                                                                            and
                                                                                                                            original
                                                                                                                            agreement
                                                                                                                            between
                                                                                                                            the
                                                                                                                            parties.



 


		(18)	This
                                                                                                                            Amending
                                                                                                                            Agreement
                                                                                                                            shall
                                                                                                                            enure
                                                                                                                            to
                                                                                                                            the
                                                                                                                            benefit
                                                                                                                            of
                                                                                                                            and
                                                                                                                            be
                                                                                                                            binding
                                                                                                                            upon
                                                                                                                            the
                                                                                                                            parties
                                                                                                                            hereto
                                                                                                                            and
                                                                                                                            their
                                                                                                                            respective
                                                                                                                            successors
                                                                                                                            and
                                                                                                                            assigns.





    	4



    	 



    

IN
WITNESS WHEREOF the parties hereto have executed this Amending Agreement as of the day and year first above written. 


 


 


	THE
    BANK OF NOVA SCOTIA HALIFAX FUNDING LLC	 	HALIFAX
    FUNDING LLC
		
	 	By:	Corporate
                                                                                              Capital Trust, Inc., its Designated
                                                                                              Manager

	 	 	 	 	 
	 	 	 	 	 
	By:	/s/
    Ronny Sirizzoti	 	By:	/s/
    Paul S. Saint-Pierre
	Name/Title:	Ronny
    Sirizzoti/Director	 	Name/Title:	Paul
    S. Saint-Pierre/Chief Financial Officer







 
                       








		
	 		

		 	 	By:	 
	 	 	 	Name/Title:	 







 



 


	CORPORATE
    CAPITAL TRUST, INC.	 	THE
    BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
		
	 		

	 	 	 	 	 
	 	 	 	 	 
	By:	/s/
    Paul S. Saint-Pierre	 	By:	/s/
    John F. Neylan
	Name/Title:	 
    Paul S. Saint-Pierre/chief Financial Officer	 	Name/Title:	John
    F. Neylan/Trust Officer








 


  











	By:	 	 	By:	 
	Name/Title:	 	 	Name/Title:	 



 


 






    	5