AMENDMENT AGREEMENT NO. 2

AMENDMENT AGREEMENT NO. 2

This AMENDMENT AGREEMENT NO. 2 (this “Amendment”) is made as of December 7, 2017, by and among INVESCO SENIOR INCOME TRUST, a Delaware statutory trust and a closed-end management investment company (the “Borrower”), the lending institutions listed on the signature pages hereof and referred to as “Banks” in the Credit Agreement (as hereinafter defined) and STATE STREET BANK AND TRUST COMPANY, as agent for itself and the Banks (in such capacity, the “Agent”).

WHEREAS, the Borrower, the Banks and the Agent are parties to that certain Credit Agreement, dated as of December 10, 2015 (as amended and in effect from time to time, the “Credit Agreement”); and

WHEREAS, U.S. Bank National Association (“US Bank”) has elected not to extend its Commitment and as such, on the date hereof, US Bank’s Commitment will be reduced to $0 and it shall cease to be a Bank under the Credit Agreement; and

WHEREAS, one or more of the Banks have elected to increase their Commitment Amounts on the Effective Date (as hereinafter defined) (each such Bank, an “Increasing Bank”); and

WHEREAS, the parties hereto wish to amend the Credit Agreement as more fully set forth herein;

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

§1. Definitions. Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.

§2. Amendment to Section 1.01 of the Credit Agreement. The definition of “Termination Date” contained in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and restating such definition as follows:

“Termination Date” means December 6, 2018, or such earlier date on which the Commitments terminate or are terminated pursuant to the terms hereof, provides) that the Termination Date (and some or all of the Banks’ Commitments to make Loans to the Borrower hereunder) may be extended in accordance with Section 2.09.

§3. Amendment to Section 2.08 of the Credit Agreement. Section 2.08(a) of the Credit Agreement is hereby amended by c)e1eting the words “calculated at the rate of 0.10% per annum” and substituting in place thereof the words “calculated at the rate of 0.15% per annum”.

§4. Amendment to Section 5.01(c) of the Credit Agreement. Section 5.01(c) o1 the Credit Agreement is hereby amended by deleting Section 5.01(c) in its entirety and restating it as follows:

(c) as soon as available and in any event not later than the second Business Day after the end of each calendar month, a compliance report (including, without limitation, a detailed calculation of the Borrowing Base as set forth on the Borrowing Base Report, a detailed calculation of the Borrower’s Adjusted Net Assets, a detailed calculation showing compliance with the covenants set forth in Section 5.19 hereof and a certification of no Default or Event of Default);

§5. Amendment to Schedule 1 to the Credit Agreement. Schedule 1 to the Credit Agreement is hereby amended by deleting Schec4ule 1 in its entirety and replacing it with the Schedule 1 attached hereto as Exhibit A.

§6. Representations and Warranties. The Borrower hereby represents and warrants as follows:

(a) Representations and Warranties Credit Agreement. The representations and warranties of the Borrower contained in the Credit Agreement were true and correct as of the date made and are also true on and as of the crate hereof and with the same force and effect as if mac4e on and as of such date (on if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

(b) No Default. No Default or Event of Default has occurred) and is continuing.

(c) Authority, Etc. The execution and delivery by the Borrower of this Amendment and the Borrower’s performance of this Amendment and the Credit Agreement as amended) hereby (as so amended, the “Amended Agreement”) (i) are within the Borrower’s statutory trust powers, (ii) have been duly authorized by all necessary action on the part of the Borrower, (iii) do not require the Borrower to obtain any Governmental Authorization, Private Authorization or make any Governmental Filing (other than any Governmental Authorization, Private Authorization or Governmental Filing that has already been obtained or made, as applicable), (iv) do not contravene the terms of the Charter Documents; (v) do not conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (1) any provision of any security issued by the Borrower or of any agreement, instrument or other undertaking to which the Borrower is a Farty or by which it or any of its property is bound (other than pursuant to the terms of the Loan Documents) or (2) any order, injunction, writ or decree of any Authority or any arbitral award to which fire Borrower or its property is subject, unless such conflict, breach or contravention could not reasonably be expected to have a Material Adverse Effect; (v) violate any Law except where such violation could not reasonably be expected to have a Material Adverse Effect; or (vi) result in any Adverse Claim upon any asset of the Borrower other than Liens permitted under Section 5.08(a) of the Agreement.

(d) Enforceability of Obligations. This Amendment has been duly executed and delivered by the Borrower. Each of this Amendment and the Amended Agreement constitutes the valid and legally binding agreement of the Borrower, in each case enforceable in accordance with their respective term, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally anal by general principles of equity (regardless of whether enforcement is sought by proceedings in equity or at law).

§7. Effectiveness. This Amendment shall become effective on the date that each of the following conditions shall have been satisfied (the “Effective Date”):

(a) receipt by the Agent of this Amendment, duly executed and delivered by the Borrower, the Agent and each Bank;

(b) to the extent so requested by any Increasing Bank, a duly executed and de1ivered Note in favor of such Increasing Bank;

(c) receipt by the Agent of a duly executed and delivered Form FR U-1 for each Increasing Bank;

(d) receipt by the Agent of a manually signed certificate from the Secretary or Assistant Secretary of the Borrower in form and substance reasonably satisfactory to the Agent and dated as of the date hereof as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under this Amendment, the Agreement and the other Loan Documents for and on behalf of the Borrower (or a certification that no changes have been made to the certification regarding incumbency made in the Assistant Secretary’s Certificate dated as of the Effective Date and delivered pursuant to Section 3.01(f) of the Credit Agreement (the “Closing Date Certificate”), and certifying and attaching copies of (i) Charter Documents, with all amendments thereto (or a certification that no changes have been made to the Charter Documents delivered to the Agent pursuant to the Closing Date Certificate, (ii) the resolutions of the Borrower’s Board of Trustees authorizing the transactions contemplated hereby, (iii) the investment advisory agreement between the Borrower and the Investment Manager as then in effect (or a certification that no changes have been made to the investment advisory agreement delivered to the Agent pursuant to the Closing Date Certificate), (iv) the Custody Agreement then in effect (or a certification that no changes have been made to the Custody Agreement delivered to the Agent pursuant to the Closing Date Certificate) and (v) the Prospectus of the Borrower then in effect (or a certification that no changes have been made to the Prospectus dated June 26, 2007 and delivered to the Agent pursuant to the Closing Date Certificate);

(e) receipt by the Agent of a legal existence and good standing certificate for the Borrower from the Secretary of State of the State of Delaware, dated as of a recent date;

(f) receipt by the Agent of a certificate of trust of the Borrower, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware;

(g) receipt by the Agent of the legal opinion of Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP, counsel for the Borrower, covering such matters relating to the transactions contemplated hereby as the Agent and the Banks may reasonably request; and

(h) receipt by the Agent of a fee letter dated as of the date hereof between the Borrower and the Agent (the “Fee Letter”) and payment by the Borrower to the Agent, in cash, (i) for the pro rata accounts of the Banks, of a non-refundable upfront fee equal to ten (10) basis points on the Aggregate Commitment Amount and (ii) such other fees as are contemplated by such Fee Letter.

In addition, the parties hereto hereby agree that on the effective date hereof, the Banks shall make all such necessary assignments and reallocations so that upon the Effective Date all outstanding Commitments, Commitment Amounts, Commitment Percentages and Loans shall be held in accordance with the applicable Aggregate Commitment Amount and Commitment Percentages set North on Schedule 1.

§8. Ratification of the Borrower. The Borrower ratifies and confirms in all respects all of its obligations to the Agent and the Banks under the Amended Agreement and the other Loan Documents. The Credit Agreement and this Amendment shall be read and construed as a single agreement. All references in the Credit Agreement or any related agreement or instrument to the Credit Agreement shall hereafter refer to the Amended Agreement.

§9. Miscellaneous. This Amendment shall be a Loan Document for all purposes under the Credit Agreement. This Amendment shall be governed by and construec4 in accordance with the laws of the State of New York. Except as specifically amended by this Amendment, the Credit Agreement and all other agreements and instruments executed and delivered in connection with the Credit Agreement shall remain in full force and effect. This Amendment is limited specifically to the matters set forth herein and does not constitute directly or by implication an amendment or waiver of any other provision of the Credit Agreement or any of the other Loan Documents. Except as expressly set forth in this Amendment, nothing contained herein shall constitute a waiver of, impair or otherwise affect any Obligations, any other obligation of the Borrower or any rights of the Agents and the Banks consequent thereon. This Amendment may be executed in several counterparts and by each party on a seperate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Amendment it shall not be necessary to produce or account for more than one such counterpart signed toy the party against whom enforcement is sought.

[Signature page follows.]

IN WITNESSWHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.

INVESCO SENIOR INCOME TRUST

By: /s/ Xxxxxxxxx Xxxxxx                                                                         

Name: Xxxxxxxxx Xxxxxx

Title:   Assistant Secretary

STATE STREET BANK AND TRUST COMPANY,

as a Bank and as the Agent

By: /s/ Xxxxx X. Xxxxx                                                                          

Title:   Vice President

THE BANK OF NOVA SCOTIA, as a Bank

By: /s/ Xxxxx Xxxx                                                                        

Title:   Director

THE TORONTO DOMINION BANK, NEW YORK
BRANCH, as a Bank

By: /s/ Xxxxx Xxxxxx                                                                        

Title:   Authorized Signatory

Exhibit A To Amendment

SCHEDULE 1

Banks		Commitment Amount				Commitment Percentage
State Street Bank and Trust Company		$	217,499,670			62.142763%

Domestic Lending Office:

Mutual Fund Lending Department

Credit Services Division

State Street Bank and Trust Company

Xxxxxxx Xxxxxx Xxxxxxxx

0 Xxxx Xxxxxx

Xxxxxx, XX 00000

Attn. Xxxxx X. Xxxxxxx, Assistant Vice President - CSU Manager

Te1: (000) 000-0000

Fax: (000) 000-0000

Email: xxxxxxxxx@xxxxxxxxxxx.xxx

LIBOR Lending Office:

Mutual Fund Lending Department

Credit Services Division

State Street Bank and Trust Company

Xxxxxxx Xxxxxx Xxxxxxxx

0 Xxxx Xxxxxx

Xxxxxx, XX 00000

Attn: Xxxxx X. Xxxxxxx, Assistant Vice President - CSU Manager

Te1: (000) 000-0000

Fax: (000) 000-0000

Email: xxxxxxxxx@xxxxxxxxxxx.xxx

For non-funding or payment notices:

Mutual Fund Lending Department

Credit Services Division

email xxx-xxxxxxx-xxx@xxxxxxxxxxx.xxx

The Bank of Nova Scotia $ 109,167,000 31.000000 % 

Domestic and LIBOR Lending Offices:

000 Xxxx Xxxxxx Xxxx, 0xx Xxxxx

Xxxxxxx, Xxxxxxx X0X 0X0

Xxxxxx

Primary Credit Contact:

Xxxxx Xxxx

The Bank of Nova Scotia

00 Xxxx Xxxxxx Xxxx, 00xx Xxxxx

Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0

Tel: (000)000-0000

email: xxxxx.xxxx@xxxxxxxxxx.xxx

Operations Contact:

Xxxxxxxxx Xx, Senior Loan Officer

The Bank of Nova Scotia

000 Xxxx Xxxxxx Xxxx, 0xx Xxxxx

Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0

Te1: (000)000-0000

Fax: (000)000-0000

email: Xxxxxxxxx.xx@xxxxxxxxxx.xxx

The Toronto-Dominion Bank, New York Branch $ 23,333,330 6.000000 % 

Domestic and LIBOR Lending Offices:

00 X 00xx Xxxxxx

Xxx Xxxx, XX 00000

Credit Contacts:

Attn: Xxxxx Xxxxxx, Analyst

Tel:(000) 000-0000 (KS) and (000)000-0000 (CN)

email: Xxxxx.Xxxxxx@xxxxxxxxxxxx.xxx

email: Xxxxx.Xx@xxxxxxxxxxxx.xxx

Operations Contacts:

TD Securities

00 Xxxx Xx. X. 00xx Xxxxx

Xxxxxxx, Xxxxxxx X0X 0X0

Tel: (000)000-0000

Fax: (000)000-0000

Email: Xxxxx.Xxx@xxxxxxxxxxxx.xxx and XxxxxxXxxxxXxxx@xxxxxxxxxxxx.xxx

TOTAL: $ 350,000,000 100 % 

Borrower:

Invesco Senior Income Trust

Two Peachtree Pointe

0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000

Xxxxxxx, Xxxxxxx 00000

With a copy to:

Invesco

0000 Xxxxx Xxxx, Xxxxx 000

Xxxxxxx Xxxxx, Xxxxxxxx 00000

Attn: Xxxx Xxxxxx

Tel: (000)000-0000

Email: xxxxxx.xxxxxx@xxxxxxx.xxx