Exhibit 10.1


 


AMENDMENT NO. 6 TO LOAN AND SERVICING
AGREEMENT


 


(BDCA
FUNDING I, LLC)


 


THIS AMENDMENT NO.
6 TO THE LOAN AND SERVICING AGREEMENT, dated as of November 4, 2015 (this “Amendment”), is entered into by and
among BDCA Funding I, LLC, as the borrower (in such capacity, the “Borrower”), Business Development Corporation
of America, as the servicer (in such capacity, the “Servicer”), Wells Fargo Bank, National Association, as the
required lender as of the date hereof (in such capacity, the “Required Lender”), and Wells Fargo Securities, LLC,
as the administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined
herein have the meanings provided in the Agreement (as defined below).


 


R E C I T A L S


 


WHEREAS, reference
is made to the Loan and Servicing Agreement, dated as of July 24, 2012 (as amended, modified, waived, supplemented or restated
from time to time, the “Agreement”), by and among the Borrower, the Servicer, the Conduit Lenders, the Institutional
Lenders, the Swingline Lender, the Lender Agents, the Administrative Agent, and U.S. Bank National Association, as the collateral
agent, the account bank and the collateral custodian; and


 


WHEREAS, the
Borrower and the Servicer request that the Lenders and the Administrative Agent amend the Agreement upon and subject to the terms
and conditions set forth in this Amendment;


 


WHEREAS, the
parties hereto desire to amend the Agreement in certain respects as specified herein, pursuant to and in accordance with Section
11.01 of the Agreement;


 


NOW, THEREFORE,
based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


SECTION 1.             AMENDMENT.             


 


Section 1.01 of the
Agreement is hereby amended as follows:


 


(a)             The definition
of “Management Agreement” is hereby amended and restated in its entirety as follows:


 


““Management
Agreement” means the Amended and Restated Investment Advisory and Management Services Agreement, dated as of June 23,
2011, between BDCA and BDCA Adviser, LLC, or the investment advisory agreement entered into in replacement thereof between BDCA
and BDCA Adviser, LLC that was approved by a majority of the outstanding stockholders of BDCA at a special meeting of the shareholders
held on September 30, 2015.”


 






     


     


    

 


(b)             Clause (i) of
the definition of “Servicer Termination Event” is hereby amended and restated in its entirety as follows:


 


“(i)             any
change in the management of the Servicer (whether by resignation, termination, disability, death or lack of day-to-day management)
relating to any of Peter Budko, Robert Grunewald and William Kahane failing to be an employee or partner of BDCA, AR Capital, LLC,
or AR Global Investments, LLC, as applicable, that is actively involved in the management of BDCA’s daily activities including,
but not limited to, general management, management of the Collateral Portfolio, underwriting, and the credit approval process and
credit monitoring activities, and such individuals are not replaced with other individuals reasonably acceptable to the Administrative
Agent within 60 days of such event;”


 


SECTION 2.             Agreement
in Full Force and Effect as AMENDED AND Waived.


 


Except as specifically
amended and waived hereby, all provisions of the Agreement and the other Transaction Documents (including all Obligations of the
Borrower and rights of the Administrative Agent and the Lender thereunder) shall remain in full force and effect. After this Amendment
becomes effective, all references to the Agreement and corresponding references thereto or therein such as “hereof”,
“herein”, or words of similar effect referring to the Agreement shall be deemed to mean the Agreement as amended hereby.
This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement or other
Transaction Documents other than as expressly set forth herein.


 


SECTION 3.             Representations.


 


Each of the Borrower and the Servicer, severally
for itself only, represents and warrants as of the date of this Amendment as follows:


 


(i)             it
is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or
organization;


 


(ii)             the
execution, delivery and performance by it of this Amendment and the Agreement as amended hereby are within its powers, have been
duly authorized, and do not contravene (A) its charter, by-laws, or other organizational documents, or (B) any Applicable Law;


 


(iii)             no
consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental authority,
is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment and the Agreement
as amended hereby by or against it;


 


(iv)             this
Amendment has been duly executed and delivered by it and is effective to amend the Agreement as contemplated by the amendment provisions
thereof;


 


(v)             each
of this Amendment and the Agreement as amended hereby constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; and


 






     


     


    

 


(vi)             there
is no Unmatured Event of Default, Event of Default or Servicer Termination Event.


 


SECTION 4.             Conditions
to Effectiveness.


 


The effectiveness of
this Amendment is conditioned upon the receipt by the Administrative Agent of executed counterparts of this Amendment.


 


SECTION 5.             Miscellaneous.


 


(a)             This Amendment may be executed in
any number of counterparts (including by facsimile or e-mail), and by the different parties hereto on the same or separate counterparts,
each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.


 


(b)             The descriptive headings of the various
sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction
of any of the provisions hereof.


 


(a)             This Amendment
may not be amended or otherwise modified except as provided in the Agreement.


 


(b)             The failure
or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.


 


(c)             Whenever the
context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural
number, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine
and feminine.


 


(d)             This Amendment
and the Agreement represent the final agreement among the parties with respect to the matters set forth therein and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements among the parties. There are no unwritten oral
agreements among the parties with respect to such matters.


 


(b)             THIS AMENDMENT
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS
OF THE AGREEMENT.


 


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


 


	 	BDCA FUNDING I, LLC,
	 	as the Borrower
	 	 
	 	By: 	BUSINESS DEVELOPMENT CORPORATION OF AMERICA, Member of BDCA Funding I, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Robert K. Grunewald
	 	 	Name: Robert K. Grunewald
Title: President and CIO
	 	 	 
	 	 	 
	 	BUSINESS DEVELOPMENT CORPORATION OF AMERICA,
	 	as the Servicer
	 	 	 
	 	 	 
	 	By:	/s/ Robert K. Grunewald
	 	 	Name: Robert K. Grunewald
Title: President and CIO



 


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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as the Required Lender
	 	  	 
	 	 	 
	 	By:	/s/ Allan Schmitt
	 	 	Name: Allan Schmitt
Title: Director
	 	 	 
	 	 	 
	 	WELLS FARGO SECURITIES, LLC,
	 	as the Administrative Agent
	 	 	 
	 	 	 
	 	By:	/s/ Beale Pope
	 	 	Name: Beale Pope
Title: Vice President