AGREEMENT OF AMENDMENT NO. 4

AGREEMENT OF AMENDMENT NO. 4

Dated as of December 3, 2012

Reference is made to (i) 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 Xxx Xxxxxx Dynamic Credit Opportunities Fund (the “Borrower”), CHARTA, LLC (“CHARTA”), CAFCO, LLC (“CAFCO”), CRC Funding, LLC (“CRC Funding”), and XXXXXX, LLC (together with CHARTA, CAFCO, and CRC Funding, the “Conduit Lenders”), Citibank, N.A. (the “Secondary Lender”), State Street Bank and Trust Company (the “Direct Lender”) and Citibank, N.A., as program agent (together with its successors and assigns, the “Program Agent”), (ii) that certain Fee Letter dated as of August 20, 2010 (as from time to time amended, supplemented, waived or modified, the “Program Agent Fee Letter”) between the Program Agent and the Borrower, (iii) that certain Fee Letter dated as of August 20, 2010 (as from time to time amended, supplemented, waived or modified, the “Direct Lender Fee Letter”) between the Direct Lender and the Borrower, and (iv) that certain Letter Agreement dated as of August 20, 2010 (as from time to time amended, supplemented, waived or modified, the “Letter Agreement”) among the Program Agent and Invesco Advisers, Inc. (the “Adviser”). 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, each reference in the Credit Agreement, Letter Agreement, the Program Agent Fee Letter, the Direct Lender Fee Letter, and the other Program Documents to “Invesco Xxx Xxxxxx Dynamic Credit Opportunities Fund” shall be deemed to be a reference to “Invesco Dynamic Credit Opportunities Fund.”

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 is hereby amended by replacing it in its entirety with the following:

““Collateral Account” means a collective reference to account number 00000000, ABA Number 000-000-000, account number JL2X, each established at State Street Bank and Trust Company and each entitled “INVESCO DYN CR OP PL CITI JL2X”.”

The parties hereto agree that, as of the date hereof, Section 4.0l(i) of the Credit Agreement shall be amended by replacing it in its entirety with the following:

“(i) Principal Office; Organization. The Borrower’s principal place of business and chief executive office is at the addresses referred to in Section 5.01(d), the Borrower’s jurisdiction of organization is the State of Delaware and the Borrower has not transacted any business under any name other than “Invesco Dynamic Credit Opportunities Fund,” “Invesco Xxx Xxxxxx Dynamic Credit Opportunities Fund” and “Xxx Xxxxxx Dynamic Credit Opportunities Fund”.”

The parties hereto agree that, effective as of the date hereof, Schedule II to the Credit Agreement shall be amended by deleting clause (ii) set forth opposite the heading “Borrower’s Account” therein in its entirety.

The Borrower represents and warrants to the Program Agent, the Lenders, the Secondary Lenders and the Direct Lender that immediately after giving effect to this Agreement of Amendment No. 4, the Agreement of Amendment No. 2 to Control and Collateral Agency Agreement, dated as of the date hereof, among the Borrower, the Program Agent and State Street Bank and Trust Company, the amendment to the Advisory Agreement, dated as of the date hereof, and the amendment to the Custodial Agreement, dated as of the date hereof, (i) its representations and warranties set forth in the Credit Agreement are true and correct in all material respects, (ii) no Default or Event of Default shall have occurred and be continuing, and (iii) the change of the name of the Borrower to “Invesco Dynamic Credit Opportunities Fund” is solely a name change and the Borrower is the same legal entity as “Invesco Xxx Xxxxxx Dynamic Credit Opportunities Fund” and remains liable for all of its obligations which existed immediately preceding the effectiveness of this Agreement of Amendment No. 4, including without limitation, its obligations under the Credit Agreement and the other Program Documents (as defined in the Credit Agreement) to which it is a party.

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

The parties hereto agree that (i) any modification of the Borrower’s organizational documents solely to effect the Borrower’s name change from “Invesco Xxx Xxxxxx Dynamic Credit Opportunities Fund” to “Invesco Dynamic Credit Opportunities Fund” (such name change, the “Name Change”) shall not be deemed to be a “material” amendment for purposes of Section 5.02(g) of the Credit Agreement, (ii) any modification to the Custodial Agreement solely to effect the Name Change shall not be deemed to be “material” for purposes of Section 5.02(f) of the Credit Agreement, (iii) any modification to the Advisory Agreement solely to effect the Name Change shall not be deemed to be “material” for purposes of Section 6.0l(m) of the Credit Agreement, and (iv) the email notice of the Name Change, provided by Xxxxxxxxx Xxxxxx, in an email dated November 14, 2012 to xxxx.x.xxxxxxxxx@xxxx.xxx and xxxxxxx@xxxxxxxxxxx.xxx, is hereby deemed to be sufficient notice for purposes of the Name Change under Sections 9.02 and 5.02(n) of the Credit Agreement.

This Agreement of Amendment No. 4 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. 4 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature Page Follows]

2

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.

CITIBANK, N.A., as Program Agent						CITIBANK, N.A., as Secondary Lender
By:		/s/ Xxxx X. Xxxxxxxxx				By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx				Name:		Xxxx X. Xxxxxxxxx
Title:		Vice President				Title:		Vice President
CHARTA, LLC, as Conduit Lender						CAFCO, LLC, as Conduit Lender
By:		Citibank, N.A., as				By:		Citibank, N.A., as
		Attorney-in-Fact						Attorney-in-Fact
By:		/s/ Xxxx X. Xxxxxxxxx				By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx				Name:		Xxxx X. Xxxxxxxxx
Title:		Vice President				Title:		Vice President
CRC FUNDING, LLC, as Conduit Lender						XXXXXX, LLC, as Conduit Lender
By:		Citibank, N.A., as				By:		Citibank, N.A., as
		Attorney-in-Fact						Attorney-in-Fact
By:		/s/ Xxxx X. Xxxxxxxxx				By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx				Name:		Xxxx X. Xxxxxxxxx
Title:		Vice President				Title:		Vice President
STATE STREET BANK AND TRUST COMPANY, as Direct Lender						INVESCO XXX XXXXXX DYNAMIC CREDIT OPPORTUNITIES FUND as Borrower
By:						By:
Name:						Name:
Title:						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.

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

CITIBANK, N.A., as Program Agent						CITIBANK, N.A., as Secondary Lender
By:						By:
Name:						Name:
Title:						Title:
CHARTA, LLC, as Conduit Lender						CAFCO, LLC, as Conduit Lender
By:		Citibank, N.A., as				By:		Citibank, N.A., as
		Attorney-in-Fact						Attorney-in-Fact
By:						By:
Name:						Name:
Title:						Title:
CRC FUNDING, LLC, as Conduit Lender						XXXXXX, LLC, as Conduit Lender
By:		Citibank, N.A., as				By:		Citibank, N.A., as
		Attorney-in-Fact						Attorney-in-Fact
By:						By:
Name:						Name:
Title:						Title:
STATE STREET BANK AND TRUST COMPANY, as Direct Lender						INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND as Borrower
By:						By:		/s/ Xxxxxxxxx Xxxxxx
Name:						Name:		XXXXXXXXX XXXXXX
Title:						Title:		ASSISTANT SECRETARY

INVESCO ADVISERS, INC., as Adviser
By:		/s/ P. Xxxxxxxx Xxxxx
Name:		P. Xxxxxxxx Xxxxx
Title:		Vice President