Exhibit 77Q1a
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
OPERATING AGREEMENT
OF
SPECIAL VALUE OPPORTUNITIES FUND, LLC
This First Amendment (this "Amendment") is entered into as of February 1,
2013, (the "Effective Date"), pursuant to Section 10.3(e) of the Second Amended
and Restated Operating Agreement of Special Value Opportunities Fund, LLC (the
"Fund"), entered into as of July 12, 2004 (the "Agreement"), on behalf of the
members of the Company.
Preliminary Statements
A. Pursuant to Section 4 of the Agreement, the term of the Fund is
scheduled to expire on July 13, 2014 (the "Term");
B. Pursuant to Section 4 of the Agreement, the Term may be extended for
up to two one-year extensions if requested by ▇▇▇▇▇▇▇▇▇▇ Capital
Partners, LLC (the "Investment Manager") and approved by a majority
of the outstanding common limited liability company interests of the
Fund and the Series Z Preferred Shares of the Fund (collectively,
the "Shares"), voting as a single class;
C. The Investment Manager has requested two one-year extensions of the
Term and the Board of Directors has determined that it is in the
best interest of the Fund to extend the Term; and
D. The holders of a majority of the outstanding Shares, pursuant to a
consent solicitation statement dated as of January 16, 2013, wish to
extend the Term;
NOW, THEREFORE, in consideration of the premises hereof and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the undersigned, it is agreed as follows:
1. The Term is hereby extended to the close of business on July 13,
2016.
2. Each capitalized term set forth in this Amendment shall, unless
otherwise defined herein, have the meaning ascribed such term in the
Agreement.
3. Subject to the amendments made herein, the Agreement shall remain in
full force and effect.
4. This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original copy and all of which
shall constitute one agreement regarding the matters set forth in
this Amendment, binding on all of the Members of the Fund.
IN WITNESS WHEREOF, this Amendment has been executed by the undersigned as
of the Effective Date.
SPECIAL VALUE OPPORTUNITIES FUND, LLC
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Secretary
