EX-99.K.IV.2 15 d97766dex99kiv2.htm EX-99.K.IV.2 EX-99.K.IV.2

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 Van Kampen Dynamic Credit Opportunities Fund (the “Borrower”), CIESCO, 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 00298950, ABA Number 011-000-028, account number JL2X, account number 00298935, 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 Van Kampen 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:    CIESCO, LLC
  

750 Washington Boulevard

Stamford, CT 06901

Attention: Robert Kohl

Telephone No. (203) 975-6383

Facsimile No. (914) 274-9038

Email: robert.kohl@citi.com


With a copy to:    Citibank, N.A.
  

390 Greenwich Street, 1st Floor

New York, New York 10013

Attention: Junette Earl

Telephone No.: (212) 723-3704

Facsimile No.: (646) 843-3661

Email: junette.earl@citi.com

If to the Program Agent:    Citibank, N.A.
  

390 Greenwich Street, 1st Floor

New York, New York 10013

Attention: Junette Earl

Telephone No.: (212) 723-3704

Facsimile No.: (646) 843-3661

Email: junette.earl@citi.com

With a copy to:    Citibank, N.A.
  

750 Washington Boulevard

Stamford, CT 06901

Attention: Robert Kohl

Telephone No. (203) 975-6383

Facsimile No. (914) 274-9038

Email: robert.kohl@citi.com

If to Citibank:    Citibank, N.A.
  

390 Greenwich Street, 1st Floor

New York, New York 10013

Attention: Junette Earl

Telephone No.: (212) 723-3704

Facsimile No.: (646) 843-3661

Email: junette.earl@citi.com

With a copy to:    Citibank, N.A.
  

750 Washington Boulevard

Stamford, CT 06901

Attention: Robert Kohl

Telephone No. (203) 975-6383

Facsimile No. (914) 274-9038

Email: robert.kohl@citi.com”.

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.

 

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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]

 

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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 VAN KAMPEN DYNAMIC

CREDIT OPPORTUNITIES FUND,

as Borrower

   

CITIBANK, N.A.,

as Program Agent

By:  

/s/ John M. Zerr

    By:  

 

Name:       Name:  
Title:       Title:  
CIESCO, 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 VAN KAMPEN DYNAMIC

CREDIT OPPORTUNITIES FUND,

as Borrower

   

CITIBANK, N.A.,

as Program Agent

By:  

 

    By:  

/s/ Junette M. Earl

Name:       Name:   JUNETTE M. EARL
Title:       Title:   Vice President
CIESCO, LLC,     CITIBANK, N.A.,
as Conduit Lender     as Secondary Lender
By:   Citibank, N.A.,      
  as Attorney-in-Fact      
By:  

/s/ Junette M. Earl

    By:  

/s/ Junette M. Earl

Name:   JUNETTE M. EARL     Name:   JUNETTE M. EARL
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 VAN KAMPEN DYNAMIC

CREDIT OPPORTUNITIES FUND,

as Borrower

   

CITIBANK, N.A.,

as Program Agent

By:  

 

    By:  

 

Name:       Name:  
Title:       Title:  
CIESCO, 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/ Karen A. Gallagher

     
Name:   Karen A. Gallagher      
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 No. 021000089) of Citibank, N.A., as Program Agent maintained at the offices of Citibank, N.A. at 399 Park Avenue, New York, New York.

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. 00298950, ABA No. 011-00-0028) of Invesco Van Kampen Dynamic Credit Opportunities Fund maintained with State Street Bank and Trust Company at Quincy, MA.
   (ii) The account (Acct. No. 00298935, ABA No. 011-00-0028) of Invesco Van Kampen Dynamic Credit Opportunities Fund maintained with State Street Bank and Trust Company at Quincy, MA.