0001104659-13-018920 Sample Contracts

Avenue Capital Management II, L.P. New York, New York 10022
Letter Agreement • March 8th, 2013 • Avenue Income Credit Strategies Fund • New York

Reference is made to that certain Investment Advisory Agreement (the “Advisory Agreement”) between Avenue Income Credit Strategies Fund (the “Fund”) and Avenue Capital Management II, L.P. (the “Adviser”). Reference is further made to that certain Letter Agreement, dated as of December 8, 2011, between the Fund and the Adviser (the “Letter Agreement”). The parties hereto intend hereby to amend and restate the Letter Agreement to extend the term of the Limitation Period (as defined below). Therefore, the Adviser, intending to be legally bound, hereby confirms its agreement as follows in respect of the Fund:

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