AGREEMENT OF AMENDMENT No. 1

AGREEMENT OF AMENDMENT No. 1

Dated as of February 15, 2011

Reference is made to that certain Revolving Credit and Security Agreement dated as of August 20, 2010 (as from time to time amended, supplemented, waived or modified, the “Credit Agreement”) among Invesco ▇▇▇ ▇▇▇▇▇▇ Dynamic Credit Opportunities Fund (the “Borrower”), ▇▇▇▇▇▇, LLC (the “Conduit Lender”), Citibank, N.A. (the “Secondary Lender”), State Street Bank and Trust Company (the “Direct Lender”) and Citibank, N.A., as program agent (the “Program Agent”). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Credit Agreement.

The parties hereto agree that, effective as of the date hereof, the definition of “Borrower’s Account” set forth in Section 1.01 of the Credit Agreement shall be amended by replacing it in its entirety with the following:

““Borrower’s Account” means a collective reference to each account of the Borrower designated on Schedule II hereto, or such other account as the Borrower shall from time to time designate in writing to other parties hereto.”

The parties hereto agree that, effective as of the date hereof, the definition of “Collateral Account” set forth in Section 1.01 of the Credit Agreement shall be amended by replacing it in its entirety with the following:

““Collateral Account” means a collective reference to account number ▇▇▇▇▇▇▇▇, ABA Number 011-000-028, account number JL2X, account number ▇▇▇▇▇▇▇▇, ABA Number 011-000-028, and account number JL2Y, each established at State Street Bank and Trust Company and each entitled “Citibank as Secured Party-Invesco ▇▇▇ ▇▇▇▇▇▇ Dynamic Credit Opportunities Fund”.”

The parties hereto agree that, effective as of the date hereof, Section 9.02 of the Credit Agreement shall be amended by replacing the information set forth therein under each of the headings “If to the Conduit Lender”, “If to the Program Agent” and “If to Citibank” with the following, as applicable:

“If to the Conduit Lender:		▇▇▇▇▇▇, LLC
		▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇ Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇

With a copy to:		Citibank, N.A.
		▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇
If to the Program Agent:		Citibank, N.A.
		▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇
With a copy to:		Citibank, N.A.
		▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇ Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇
If to Citibank:		Citibank, N.A.
		▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇
With a copy to:		Citibank, N.A.
		▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇ Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇”.

The parties hereto agree that, effective as of the date hereof, Schedule II to the Credit Agreement shall be amended by replacing it in its entirety with Exhibit A attached hereto.

The Borrower represents and warrants to the Program Agent, the Conduit Lender, the Secondary Lender and the Direct Lender that immediately after giving effect to this Agreement of Amendment No.1, (i) its representations and warranties set forth in the Credit Agreement are true and correct in all material respects (unless made with respect to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default shall have occurred and be continuing.

2

All references to the Credit Agreement on and after the date hereof shall be deemed to refer to the Credit Agreement as amended hereby, and the parties hereto agree that on and after the date hereof the Credit Agreement, as amended hereby, is in full force and effect.

This Agreement of Amendment No. 1 may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

THIS AGREEMENT OF AMENDMENT NO. 1 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature Page Follows]

3

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and delivered by their duly authorized officers as of the date first above written.

INVESCO ▇▇▇ ▇▇▇▇▇▇ DYNAMIC CREDIT OPPORTUNITIES FUND, as Borrower						CITIBANK, N.A., as Program Agent
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇				By:
Name:						Name:
Title:						Title:
▇▇▇▇▇▇, LLC,						CITIBANK, N.A.,
as Conduit Lender						as Secondary Lender
By:		Citibank, N.A.,
		as Attorney-in-Fact
By:						By:
Name:						Name:
Title:						Title:
STATE STREET BANK AND TRUST COMPANY, as Direct Lender
By:
Name:
Title:

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and delivered by their duly authorized officers as of the date first above written.

INVESCO ▇▇▇ ▇▇▇▇▇▇ DYNAMIC CREDIT OPPORTUNITIES FUND, as Borrower						CITIBANK, N.A., as Program Agent
By:						By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name:						Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title:						Title:		Vice President
▇▇▇▇▇▇, LLC,						CITIBANK, N.A.,
as Conduit Lender						as Secondary Lender
By:		Citibank, N.A.,
		as Attorney-in-Fact
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇				By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇				Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title:		Vice President				Title:		Vice President
STATE STREET BANK AND TRUST COMPANY, as Direct Lender
By:
Name:
Title:

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and delivered by their duly authorized officers as of the date first above written.

INVESCO ▇▇▇ ▇▇▇▇▇▇ DYNAMIC CREDIT OPPORTUNITIES FUND, as Borrower						CITIBANK, N.A., as Program Agent
By:						By:
Name:						Name:
Title:						Title:
▇▇▇▇▇▇, LLC,						CITIBANK, N.A.,
as Conduit Lender						as Secondary Lender
By:		Citibank, N.A.,
		as Attorney-in-Fact
By:						By:
Name:						Name:
Title:						Title:
STATE STREET BANK AND TRUST COMPANY, as Direct Lender
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:		Vice President

EXHIBIT A

TO

AGREEMENT OF AMENDMENT NO. 1

SCHEDULE II

PAYMENT ACCOUNTS

Program Agent’s Account Citibank, N.A., as Program Agent:		The special account (Acct. No. 4063-6636, ABA ▇▇. ▇▇▇▇▇▇▇▇▇) ▇▇ ▇▇▇▇▇▇▇▇, ▇.▇., as Program Agent maintained at the offices of Citibank, N.A. at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇.
Direct Lender’s Account State Street Bank and Trust Company, as Direct Lender		The account (Acct. No. 0006-3321, ABA No. 011-00-0028) of State Street Bank and Trust Company, maintained with State Street Bank and Trust Company at Boston, MA.
Borrower’s Account		(i) The account (Acct. No. ▇▇▇▇▇▇▇▇, ABA No. 011-00-0028) of Invesco ▇▇▇ ▇▇▇▇▇▇ Dynamic Credit Opportunities Fund maintained with State Street Bank and Trust Company at Quincy, MA.
		(ii) The account (Acct. No. ▇▇▇▇▇▇▇▇, ABA No. 011-00-0028) of Invesco ▇▇▇ ▇▇▇▇▇▇ Dynamic Credit Opportunities Fund maintained with State Street Bank and Trust Company at Quincy, MA.