Exhibit 4.2


 


EXECUTION VERSION


 


FIRST SUPPLEMENTAL INDENTURE 


 


between 


 


BUSINESS DEVELOPMENT CORPORATION OF AMERICA


 


and 


 


U.S. BANK NATIONAL ASSOCIATION, 


 


as Trustee 


 


Dated as of December 19, 2017 


 





 



 


FIRST SUPPLEMENTAL INDENTURE 


 


THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental
Indenture”), dated as of December 19, 2017, is between Business Development Corporation of America, a Maryland corporation
(the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms
used herein shall have the meaning set forth in the Base Indenture (as defined below).


 


RECITALS OF THE COMPANY 


 


The Company and the Trustee executed and delivered an Indenture,
dated as of December 19, 2017 (the “Base Indenture” and, as supplemented by this First Supplemental Indenture, the
“Indenture”), to provide for the issuance by the Company from time to time of the Company’s debt securities (the
“Securities”), to be issued in one or more series as provided in the Base Indenture.


 


The Company desires to issue and sell up to $150,000,000 aggregate
principal amount of the Company’s 4.75% Notes due 2022 (the “Notes”).


 


Sections 901(4) and 901(6) of the Base Indenture provide that
without the consent of Holders of the Securities of any series issued under the Indenture, the Company, when authorized by or pursuant
to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to
the Base Indenture to (i) change or eliminate any of the provisions of the Indenture when there is no Security Outstanding
of any series created prior to the execution of the supplemental indenture that is entitled to the benefit of such provision and
(ii) establish the form or terms of Securities of any series as permitted by Section 201 and Section 301 of the
Base Indenture.


 


The Company desires to establish the form and terms of the Notes
and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit of the Holders of the Notes
(except as may be provided in a future supplemental indenture to the Indenture (“Future Supplemental Indenture”)).


 


The Company has duly authorized the execution and delivery of
this First Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to make this First
Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of the Company,
in accordance with its terms, have been done and performed.


 


NOW, THEREFORE, for and in consideration of the premises and
the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders
of the Notes, as follows:


 




     


     


    

 



ARTICLE I 


TERMS OF THE NOTES 


 


Section 1.01 Terms of the Notes. The following
terms relating to the Notes are hereby established:


 


(a) The Notes shall constitute a series of Senior Securities
having the title “4.75% Notes due 2022.” The Notes offered and sold to QIBs in reliance on Rule 144A shall bear a CUSIP
number of 12325J AB7 and an ISIN number of US12325JAB70 and the Notes offered and sold to IAIs under Rule 501(a)(1),(2),(3) or
(7) under the Securities Act shall bear a CUSIP number of 12325J AC5 and an ISIN number of US12325JAC53.


 


(b) The aggregate principal amount of the Notes that may be
initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer
of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Base Indenture, and except
for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered
under the Indenture) shall be unlimited. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or
an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes
(in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms
as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references
to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.


 


(c) The entire outstanding principal of the Notes shall be payable
on December 30, 2022.


 


(d) The rate at which the Notes shall bear interest shall be
4.75% per annum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall
be December 19, 2017, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment
Dates for the Notes shall be June 30 and December 30 of each year, commencing June 30, 2018 (if an Interest Payment Date falls
on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and
no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and
including December 19, 2017, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be
the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity,
as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid
to the Person in whose name the Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest, which shall be June 15 or December 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at
the office of the Company located at 9 West 57th Street, 49th Floor, Suite 4920, New York, NY 10019 and at such other address as
designated by the Company, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made
by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided,
further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer
in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed
on the basis of a 360-day year of twelve 30-day months.


 


(e) The Notes offered and sold to QIBs in reliance on Rule 144A
shall be initially issuable in global form (each such Note, a “144A Global Note”) which, along with the Trustee’s
certificate of authentication for such 144A Global Note, shall be substantially in the form of Exhibit A to this First Supplemental
Indenture. The Notes offered and sold to IAIs under Rule 501(a)(1),(2),(3) or (7) under the Securities Act shall be initially issuable
in global form (each such Note, a “IAI Global Note,” together with each 144A Global Notes, the “Global Notes”)
which, along with the Trustee’s certificate of authentication for such IAI Global Note, shall be substantially in the form
of Exhibit B to this First Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified
therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon
and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate,
to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the
amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections
203 and 305 of the Base Indenture.


 


(f) The depository for such Global Notes (the “Depository”)
shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the
Trustee.


 


 




     


     


    

 


(g) The Notes shall be defeasible pursuant to Section 1302
or Section 1303 of the Base Indenture. Covenant defeasance contained in Section 1303 of the Base Indenture shall apply
to the covenants contained in Sections 1005, 1006, and 1007 of the Indenture.


 


(h) The Notes shall be redeemable pursuant to Section 1101
of the Base Indenture and as follows:


 


(i) The Notes will be redeemable in whole or in part
at any time or from time to time, at the option of the Company, on or after November 30, 2022, at a redemption price equal 100%
of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding the Redemption
Date.


 


(ii) Notice of redemption shall be given in writing
and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to
be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s
address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104
of the Base Indenture.


 


(iii) Any exercise of the Company’s option to
redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.


 


(iv) If the Company elects to redeem only a portion
of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with the Investment
Company Act, to the extent applicable.


 


(v) Unless the Company defaults in payment of the
Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.


 


(i) The Notes shall not be subject to any sinking fund.


 


(j) Holders of the Notes will not have the option to have the
Notes repaid prior to the Stated Maturity.


 


(l) The Notes are hereby designated as “Senior Securities”
under the Indenture.


 


ARTICLE II 


MISCELLANEOUS 


 


Section 201 This First Supplemental Indenture and the
Notes shall be governed by and construed in accordance with the law of the State of New York. This First Supplemental Indenture
is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent
applicable, be governed by such provisions.


 


Section 202 In case any provision in this First Supplemental
Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Section 203 This First Supplemental Indenture may be
executed in counterparts, each of which will be an original, but such counterparts will together constitute but one and the same
First Supplemental Indenture. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile,
..pdf transmission, email or other electronic means shall constitute effective execution and delivery of this First Supplemental
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other electronic
means shall be deemed to be their original signatures for all purposes.


 


Section 204 The Base Indenture, as supplemented and amended
by this First Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this First Supplemental
Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions included
in this First Supplemental Indenture supersede any conflicting provisions included in the Base Indenture with respect to the Notes,
unless not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this First Supplemental
Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this First Supplemental
Indenture.


 




     


     


    

 


Section 205 The provisions of this First Supplemental
Indenture shall become effective as of the date hereof.


 


Section 206 Notwithstanding anything else to the contrary
herein, the terms and provisions of this First Supplemental Indenture shall apply only to the Notes and shall not apply to any
other series of Securities under the Indenture and this First Supplemental Indenture shall not and does not otherwise affect, modify,
alter, supplement or change the terms and provisions of any other series of Securities under the Indenture, whether now or hereafter
issued and Outstanding.


 


Section 207 The recitals contained herein and in the
Notes shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this First Supplemental Indenture, the Notes or any Additional Notes,
except that the Trustee represents that it is duly authorized to execute and deliver this First Supplemental Indenture, authenticate
the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall not be accountable for the use or application
by the Company of the Notes or any Additional Notes or the proceeds thereof.


 


[Signature page follows]


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date first above written.


 


	 	BUSINESS DEVELOPMENT CORPORATION OF AMERICA
		 
	
	
        By:
	
        /s/  Corinne Pankovcin

	 	Name:	Corinne Pankovcin
	 	Title:	CFO


 


[Signature page to First Supplemental
Indenture]


 




     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	
        /s/  Allison Lancaster-Poole

	 	Name:	Allison Lancaster-Poole
	 	Title:	Vice President 


 


[Signature Page to First Supplemental
Indenture]


 




     


     


    

 


Exhibit A – Form of 144A Global
Note 


 


BUSINESS DEVELOPMENT CORPORATION OF
AMERICA


 


4.75% Notes due 2022


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW
YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.


 


THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
(“RULE 144A”)) AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) WHICH IS SIX MONTHS (OR SUCH OTHER DATE WHEN RESALES OF SECURITIES BY NON-AFFILIATES ARE
FIRST PERMITTED UNDER RULE 144(d)) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS SECURITY) OR THE
DATE OF ANY SUBSEQUENT REOPENING OF THE SECURITIES AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY OTHER JURISDICTION, INCLUDING ANY STATE
OF THE UNITED STATES, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO EACH OF THEM AND/OR A CERTIFICATE OF TRANSFER OR EXCHANGE IN THE
FORM PRESCRIBED IN THE INDENTURE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.


 




     


     


    

 


BY ITS ACQUISITION AND HOLDING OF THIS
SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED THAT EITHER (I) IT IS NOT AND WILL NOT BE
FOR SO LONG AS IT HOLDS ANY SECURITY (OR INTEREST IN A SECURITY) AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE FIDUCIARY
RESPONSIBILITY REQUIREMENT OF TITLE I OF U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
A “PLAN” OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH EMPLOYEE BENEFIT PLAN OR PLAN’S INVESTMENT IN
THE ENTITY, OR A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER
LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”),
OR (II) THE PURCHASE, HOLDING AND DISPOSITION OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN, A SIMILAR VIOLATION
UNDER ANY APPLICABLE SIMILAR LAWS.


 


Business Development Corporation of
America


 


	No. [_____]	Principal Amount $[•]
	 	 
	ISIN No. US12325JAB70	CUSIP No. 12325J AB7 


 


4.75% Notes due 2022


 


Business Development
Corporation of America, a corporation duly organized and existing under the laws of Maryland (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of [•] (U.S. $[•]), as revised by the Schedule of Increases
and Decreases in Global Security attached hereto, on December 30, 2022.


 


Interest Payment Dates: June 30 and December
30, commencing on June 30, 2018


 


Record Dates: June 15 and December 15


 


Additional provisions of this Security
are set forth on the other side of this Security.


 




     


     


    

 


IN WITNESS WHEREOF,
the Company has caused this Security to be duly executed.


 


	Dated:    December 19, 2017	 
	 	BUSINESS DEVELOPMENT CORPORATION OF AMERICA
	 	 
	 	By:	 
	 	 	 
	 	 	Name:
	 	 	 
	 	 	Title:


 


	Attest:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 




     


     


    

 


TRUSTEE CERTIFICATE OF AUTHENTICATION


 


This Security is one of the Securities
of the series referred to in the within-mentioned Indenture.


 


	Dated:  December 19, 2017	 	 
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	 
	 	as Trustee 
	 	 	 
	 	By:	 
	 	 	 
	 	 	Authorized Signatory


 




     


     


    

 


[FORM OF REVERSE SIDE OF SECURITY]


 


Business Development Corporation of America


 


4.75% Notes due 2022


 


Capitalized terms used
herein and not defined herein have the meanings ascribed thereto in the Indenture.


 


1.       Interest


 


Business Development
Corporation of America, a Maryland corporation, promises to pay interest on the principal amount of this Security at 4.75% per
annum from December 19, 2017 until maturity. The Company will pay interest semi-annually in arrears every June 30 and December
30 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment
Date”). Interest on the Securities of this series shall accrue from the most recent date to which interest has been paid
or if no interest has been paid, from the date of issuance; provided, that the first Interest Payment Date shall be June 30, 2018.
The Company shall pay interest on overdue principal at the rate specified herein, and it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace
period) at the same rate to the extent lawful. Interest on the Securities will be computed on the basis of a 360-day year comprised
of twelve 30-day months.


 


2.       Method
of Payment


 


Payment of interest
on any Security which is payable, and is timely paid or duly provided for, on any Interest Payment Date shall be made at the Corporate
Trust Office of the Trustee in such Currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts. At the option of the Company, all payments of interest may be paid by check to the registered Holder
of the Registered Security or other person entitled thereto against surrender of such Security.


 


Payments of principal
of (and premium, if any, on) and interest, if any, on Securities represented by Global Securities that are registered in the name
of or held by DTC or its nominee shall be made by wire transfer of immediately available funds to the accounts specified by DTC
or its nominee, as the case may be, as the Holder of such Global Securities.


 


No reference herein
to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.


 


3.       Paying
Agent and Registrar


 


The Company initially
appoints U.S. Bank National Association (the “Trustee”) as Registrar and Paying Agent for the Securities. The
Company may change any Registrar or Paying Agent without prior notice to the Holders. The Company may act as Paying Agent, Registrar
or transfer agent.


 


4.       Indenture


 


The Company issued
the Securities under an Indenture dated as of December 19, 2017 (as it may be amended or supplemented from time to time in accordance
with the terms thereof, the “Indenture”), among the Company and the Trustee. This Security is one of the series
designated on the face hereof, initially limited in aggregate principal amount to $150,000,000. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Securities are subject to all terms
and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms.


 




     


     


    

 


5.       Redemption


 


The Securities of this
series are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, at a redemption
price per Security equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to but excluding
the Redemption Date:


 


		a.	100% of the principal amount of such Securities to be redeemed plus accrued and unpaid interest
to but excluding the Redemption Date; and



 


		b.	the sum of the present values of the remaining scheduled payments of principal and interest (exclusive
of accrued and unpaid interest to but excluding the Redemption Date) on the Securities to be redeemed, discounted to the Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus
50 basis points.



 


All determinations
with respect to the Redemption Price made by any Reference Treasury Dealer, including the Quotation Agent, shall be final and binding
absent manifest error.


 


Notice of redemption
shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each
Holder of the Securities to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date,
at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth
in Section 1104 of the Indenture.


 


Any exercise of the
Company’s option to redeem the Securities will be done in compliance with the Investment Company Act of 1940, as amended,
to the extent applicable.


 


If less than all the
Securities of this series issued on the same day with the same terms are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the Trustee in compliance with the requirements of DTC,
from the Outstanding Securities of this series issued on such date with the same terms not previously called for redemption, in
compliance with the requirements of the principal national securities exchange on which the Securities are listed (if the Securities
are listed on any national securities exchange), or if the Securities are not held through DTC or listed on any national securities
exchange, or DTC prescribed no method of selection, on a pro rata basis, or by such method as the Trustee shall deem fair and appropriate
and subject to and otherwise in accordance with the procedures of the applicable Depository; provided that such method complies
with the rules of any national securities exchange or quotation system on which the Securities are listed, and may provide for
the selection for redemption of portions (equal to the minimum authorized denomination for such Securities or any integral multiple
thereof) of the principal amount of Securities of a denomination larger than the minimum authorized denomination for Securities;
provided, however that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to
less than $1,000.


 


Unless the Company
defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities
called for redemption.


 


6.       Repurchase
Provisions


 


Holders will have the
right to require the Company to repurchase their Securities upon the occurrence of a Change of Control Repurchase Event as set
forth in the Indenture.


 


7.       Denominations;
Transfer; Exchange


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.


 




     


     


    

 


The Securities of this
series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiples of $1,000 in
excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series and of like tenor, of a different authorized denomination,
as requested by the Holder surrendering the same.


 


No service charge shall
be made for any such registration of transfer or exchange, but the Company or Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.


 


Prior to due presentment
of this Security for registration of transfer the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


8.       Persons
Deemed Owners


 


The registered Holder
of this Security may be treated as the owner of it for all purposes.


 


9.       Discharge
and Defeasance


 


The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.


 


10.       Amendment,
Supplement, Waiver


 


Subject to certain
exceptions contained in the Indenture, the Indenture and the Securities of this series may be amended, or a Default thereunder
may be waived, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Securities of this
series. Without notice to or the consent of any Holder, the Company, and the Trustee may amend or supplement the Indenture and
the Securities as provided in the Indenture.


 


11.       Defaults
and Remedies


 


If an Event of Default
(other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) with respect
to Securities of this series occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in
principal amount of the outstanding Securities of this series by notice to the Company and the Trustee, may declare the principal
of, premium, if any, and accrued and unpaid interest, and any other monetary obligations on all the Securities of this series to
be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, interest and other monetary
obligations will be due and payable immediately. If a bankruptcy, insolvency or reorganization of the Company occurs and is continuing,
the principal of, premium, if any, and accrued and unpaid interest and any other monetary obligations on all the Securities of
this series will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any
Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities of this series
may rescind any such acceleration with respect to the Securities of this series and its consequences.


 


As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have
made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
indemnity, security, or both, satisfactory to the Trustee, against the costs, expenses and liabilities to be incurred in compliance
with such request, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of
this series at the time Outstanding a direction inconsistent with such request within sixty (60) days after receipt of such notice,
and the Trustee shall have failed to institute any such proceeding for sixty (60) days after receipt of such notice, request and
offer of indemnity and/or security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.


 




     


     


    

 


12.       Trustee
Dealings with the Company


 


Subject to certain
limitations set forth in the Indenture, the Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.
In addition, the Trustee shall be permitted to engage in transactions with the Company; provided, however, that if the Trustee
acquires any conflicting interest under the TIA, the Trustee must (i) eliminate such conflict within 90 days of acquiring such
conflicting interest or (ii) resign.


 


13.       No
Recourse Against Others


 


No director, manager,
officer, employee, incorporator, shareholder or member of the Company or any of its Subsidiaries or Affiliates, as such, shall
have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect
of, or by reason of such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Securities. Such waiver may not be effective to waive
liabilities under the U.S. federal securities laws and it is the view of the SEC that such a waiver is against public policy.


 


14.       Authentication


 


This Security shall
not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.


 


15.       Abbreviations


 


Customary abbreviations
may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety),
JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift
to Minors Act).


 


16.       CUSIP
and ISIN Numbers


 


The Company has caused
CUSIP numbers, if applicable, to be printed on the Securities and have directed the Trustee to use CUSIP numbers, if applicable,
in notices of redemption or purchase as a convenience to Holders. No representation is made as to the accuracy of such numbers
either as printed on the Securities or as contained in any notice of redemption or purchase and reliance may be placed only on
the other identification numbers placed thereon.


 


17.       Governing
Law; Conflict; Request for Indenture


 


This Security shall
be governed by, and construed in accordance with, the laws of the State of New York. To the extent any provision of this Security
conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


 


The Company will furnish
to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to:


 


Business Development Corporation of America


 


9 West 57th Street, 49th Floor, Suite 4920


 


New York, New York 10019


 


Attention: Chief Financial Officer


 


Facsimile: (844) 643-0430


 


 




     


     


    

 


[ASSIGNMENT FORM]


 


To assign this Security, fill in
the form below:


 


I or we assign and transfer this Security
to:


 


(Print or type assignee’s name, address
and zip code)


 


(Insert assignee’s social security
or U.S. tax I.D. No.)


 


and irrevocably appoint _______________
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


Date:_________________       Your Signature:      __________________


 


Signature Guarantee:        __________________________


 


(Signature must be guaranteed)


 


Sign exactly as your name appears on the
other side of this Security.


 


The signature(s) should be guaranteed by
an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.


 


The undersigned hereby certifies that it
 ̈ is /  ̈ is not an Affiliate of
the Company and that, to its knowledge, the proposed transferee  ̈ is /  ̈
is not an Affiliate of the Company.


 


In connection with
any transfer or exchange of any of the Securities evidenced by this certificate occurring prior to the Resale Restriction Termination
Date, the undersigned confirms that such Securities are being:


 


CHECK ONE BOX BELOW:


 


	 	(1)	 ̈	acquired for the undersigned’s own account, without transfer; or
	 	 	 	 
	 	(2)	 ̈	transferred to the Company; or
	 	 	 	 
	 	(3)	 ̈	transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or
	 	 	 	 
	 	(4)	 ̈	transferred pursuant to an effective registration statement under the Securities Act; or
	 	 	 	 
	 	(5)	 ̈	transferred pursuant to and in compliance with Regulation S under the Securities Act; or
	 	 	 	 
	 	(6)	 ̈	transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act), that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter appears below); or
	 	 	 	 
	 	(7)	 ̈	transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended.




 


Unless one of the boxes
is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof, provided, however, that if box (5), (6) or (7) is checked, the Company may require, prior to
registering any such transfer of the Securities, in its sole discretion, such legal opinions, certifications and other information
as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act of 1933, as amended, such as the exemption provided by Rule
144 under such Act.


 




     


     


    

 


Signature        ____________________


 


Signature Guarantee:       _________________________


 


(Signature must be guaranteed)


 


The signature(s) should be guaranteed by
an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.


 


TO BE COMPLETED BY PURCHASER IF BOX (1)
OR (3) ABOVE IS CHECKED.


 


The undersigned represents
and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations
in order to claim the exemption from registration provided by Rule 144A.


 


Dated:        __________________


 




     


     


    

 


SCHEDULE OF INCREASES AND DECREASES
IN THE GLOBAL SECURITY


 


The following increases
or decreases in the principal amount of this Global Security have been made:


 


	
        Date
	 	Amount of

decrease in

principal amount

of this Global

Security	 	Amount of

increase in

principal amount

of this Global

Security	 	Principal amount

of this Global

Security following

such increase or

decrease	 	Signature of

authorized officer

of Trustee as

Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




     


     


    

 


[FORM OF LETTER TO BE DELIVERED IN
CONNECTION WITH TRANSFERS

TO ACCREDITED INVESTORS]


 


Business Development Corporation of America


 


9 West 57th Street, 49th Floor, Suite 4920


 


New York, New York 10019


 


Attention: Chief Financial Officer


 


Facsimile: (844) 643-0430


 


U.S. Bank National Association


 


111 Fillmore Ave. E., 2nd Floor


 


St. Paul, Minnesota 55107


 


Facsimile: (651) 466-7368


 


Attention: Corporate Trust, DWAC UNIT


 


Re: Business Development Corporation of
America (the “Company”)


 


Ladies and Gentlemen:


 


This certificate is delivered to request
a transfer of $[____________] principal amount of the 4.75% Notes due 2022 (the “Securities”) of Business Development
Corporation of America (the “Company”).


 


Upon transfer, the Securities would be
registered in the name of the new beneficial owner as follows:


 


	Name:__________________________________________	 
	 	 
	Address: _______________________________________	 
	 	 
	Taxpayer ID Number: ______________________________	 


 


The undersigned represents and warrants
to you that:


 


		1.	I am an “accredited investor” (as defined in Rule 501(a)(4) under the U.S. Securities
Act of 1933, as amended (the “Securities Act”)) and I am acquiring the Securities not with a view to, or for
offer or sale in connection with, any distribution in violation of the Securities Act. I have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and risk of my investment in the Securities and I invest
in or purchase securities similar to the Securities in the normal course of my business. I am able to bear the economic risk of
my investment.



 




     


     


    

 


		2.	I understand that the Securities have not been registered under the Securities Act and, unless
so registered, may not be sold except as permitted in the following sentence. I agree on my own behalf to offer, sell or otherwise
transfer such Securities prior to the Resale Restriction Termination Date only (a) to the Company or any Subsidiary thereof, (b)
pursuant to an effective registration statement under the Securities Act, (c) in a transaction complying with the requirements
of Rule 144A under the Securities Act, to a person I reasonably believe is a “qualified institutional buyer” under
Rule 144A of the Securities Act (a “QIB”) that is purchasing for its own account or for the account of a QIB
and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S.
persons that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional
“accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing
for its own account or for the account of such an institutional “accredited investor,” in each case for investment
purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act or
(f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of my property be at all times within my control and in compliance
with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to any offer, sale or other
transfer prior to the Resale Restriction Termination Date of the Securities pursuant to clauses (d), (e) or (f) above to require
the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee.



 


		3.	I understand and acknowledge that upon the issuance thereof, and until such time as the same is
no longer required under applicable requirements of the Securities Act or state securities laws, the Securities that I acquire
will be certificated Securities that will bear, and all certificates issued in exchange therefor or in substitution thereof will
bear, a restrictive legend set forth in Section 203 of the Indenture.



 


		4.	I am [not] an Affiliate of the Company.



 


	 	TRANSFEREE
	 	 
	 	[Insert Name of Transferee]
	 	 
	 	 
	 	 
	 	Name:
	 	 
	 	Title: 


 




     


     


    

 


[FORM OF LETTER TO BE DELIVERED IN
CONNECTION WITH TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS]


 


Business Development Corporation of America


 


9 West 57th Street, 49th Floor, Suite 4920


 


New York, New York 10019


 


Attention: Chief Financial Officer


 


Facsimile: (844) 643-0430


 


U.S. Bank National Association


 


111 Fillmore Ave. E., 2nd Floor


 


St. Paul, Minnesota 55107


 


Facsimile: (651) 466-7368


 


Attention: Corporate Trust, DWAC UNIT


 


Re: Business Development Corporation of
America (the “Company”)


 


Ladies and Gentlemen:


 


This certificate is delivered to request
a transfer of $[___________] principal amount of the 4.75% Notes due 2022 (the “Securities”) of Business Development
Corporation of America (the “Company”).


 


Upon transfer, the Securities would be
registered in the name of the new beneficial owner as follows:


 


	Name:__________________________________________	 
	 	 
	Address: _______________________________________	 
	 	 
	Taxpayer ID Number: ______________________________	 


 


The undersigned represents and warrants
to you that:


 


		1.	We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or
for the account of such an institutional “accredited investor,” and we are acquiring the Securities not with a view
to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Securities and we
invest in or purchase securities similar to the Securities in the normal course of our business. We and any accounts for which
we are acting are each able to bear the economic risk of our or its investment.



 




     


     


    

 


		2.	We understand that the Securities have not been registered under the Securities Act and, unless
so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Securities to offer, sell or otherwise transfer such Securities prior to the Resale Restriction
Termination Date only (a) to the Company or any Subsidiary thereof, (b) pursuant to an effective registration statement under the
Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act, to a person we reasonably
believe is a “qualified institutional buyer” under Rule 144A of the Securities Act (a “QIB”) that
is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance
on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation
S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501 (a)(1), (2),
(3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited
investor,” in each case for investment purposes and not with a view to or for offer or sale in connection with any distribution
in violation of the Securities Act or (f) pursuant to any other available exemption from the registration requirements of the Securities
Act, subject in each of the foregoing cases to any requirement of law that the disposition of property or the property of such
investor account or accounts be at all times within our or their control and in compliance with any applicable state securities
laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale
or other transfer of the Securities is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination
Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” (within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Securities for investment
purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination Date of the Securities
pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information
satisfactory to the Company and the Trustee.



 


		3.	We [are][are not] an Affiliate of the Company.



 


	 	TRANSFEREE
	 	 
	 	[Insert Name of Transferee]
	 	 
	 	 
	 	 
	 	Name:
	 	 
	 	Title: 


 




     


     


    

 


Exhibit B – Form of IAI Global
Note


 


BUSINESS DEVELOPMENT CORPORATION OF
AMERICA


 


4.75% Notes due 2022


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW
YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.


 


THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
HEREOF (1) REPRESENTS THAT IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN
THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”)
WHICH IS SIX MONTHS (OR SUCH OTHER DATE WHEN RESALES OF SECURITIES BY NON-AFFILIATES ARE FIRST PERMITTED UNDER RULE 144(d)) AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS SECURITY) OR THE DATE OF ANY SUBSEQUENT REOPENING OF THE
SECURITIES AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO
A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (D) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER
THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER INSTITUTIONAL ACCREDITED INVESTOR OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY OTHER JURISDICTION, INCLUDING ANY STATE OF THE UNITED STATES, SUBJECT TO THE
COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL SATISFACTORY TO EACH OF THEM AND/OR A CERTIFICATE OF TRANSFER OR EXCHANGE IN THE FORM PRESCRIBED IN THE INDENTURE. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 




     


     


    

 


BY ITS ACQUISITION AND HOLDING OF THIS
SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED THAT EITHER (I) IT IS NOT AND WILL NOT BE
FOR SO LONG AS IT HOLDS ANY SECURITY (OR INTEREST IN A SECURITY) AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE FIDUCIARY
RESPONSIBILITY REQUIREMENT OF TITLE I OF U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
A “PLAN” OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH EMPLOYEE BENEFIT PLAN OR PLAN’S INVESTMENT IN
THE ENTITY, OR A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER
LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”),
OR (II) THE PURCHASE, HOLDING AND DISPOSITION OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN, A SIMILAR VIOLATION
UNDER ANY APPLICABLE SIMILAR LAWS.


 


Business Development Corporation of
America


 


	No. [_____]	Principal Amount $[•]
	 	 
	ISIN No. US12325JAC53	CUSIP No. 12325J AC5 


 


4.75% Notes due 2022


 


Business Development
Corporation of America, a corporation duly organized and existing under the laws of Maryland (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of [•] (U.S. $[•]), as revised by the Schedule of Increases
and Decreases in Global Security attached hereto, on December 30, 2022.


 


Interest Payment Dates: June 30 and December
30, commencing on June 30, 2018


 


Record Dates: June 15 and December 15


 


Additional provisions of this Security
are set forth on the other side of this Security.


 




     


     


    

 


IN WITNESS WHEREOF,
the Company has caused this Security to be duly executed.


 


	Dated:   December 19, 2017	 
	 	 
	 	BUSINESS DEVELOPMENT CORPORATION OF AMERICA
	 	 
	 	By:	 
	 	 	 
	 	 	Name:
	 	 	 
	 	 	Title:


 


	Attest:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 




     


     


    

 


TRUSTEE CERTIFICATE OF AUTHENTICATION


 


This Security is one of the Securities
of the series referred to in the within-mentioned Indenture.


 


	Dated:December 19, 2017	 
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, 
	 	 
	 	as Trustee
	 	 
	 	By:	 
	 	 	 
	 	 	Authorized Signatory


 




     


     


    

 


[FORM OF REVERSE SIDE OF SECURITY]


 


Business Development Corporation of America


 


4.75% Notes due 2022


 


Capitalized terms used
herein and not defined herein have the meanings ascribed thereto in the Indenture.


 


1.       Interest


 


Business Development
Corporation of America, a Maryland corporation, promises to pay interest on the principal amount of this Security at 4.75% per
annum from December 19, 2017 until maturity. The Company will pay interest semi-annually in arrears every June 30 and December
30 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment
Date”). Interest on the Securities of this series shall accrue from the most recent date to which interest has been paid
or if no interest has been paid, from the date of issuance; provided, that the first Interest Payment Date shall be June 30, 2018.
The Company shall pay interest on overdue principal at the rate specified herein, and it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace
period) at the same rate to the extent lawful. Interest on the Securities will be computed on the basis of a 360-day year comprised
of twelve 30-day months.


 


2.       Method
of Payment


 


Payment of interest
on any Security which is payable, and is timely paid or duly provided for, on any Interest Payment Date shall be made at the Corporate
Trust Office of the Trustee in such Currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts. At the option of the Company, all payments of interest may be paid by check to the registered Holder
of the Registered Security or other person entitled thereto against surrender of such Security.


 


Payments of principal
of (and premium, if any, on) and interest, if any, on Securities represented by Global Securities that are registered in the name
of or held by DTC or its nominee shall be made by wire transfer of immediately available funds to the accounts specified by DTC
or its nominee, as the case may be, as the Holder of such Global Securities.


 


No reference herein
to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.


 


3.       Paying
Agent and Registrar


 


The Company initially
appoints U.S. Bank National Association (the “Trustee”) as Registrar and Paying Agent for the Securities. The
Company may change any Registrar or Paying Agent without prior notice to the Holders. The Company may act as Paying Agent, Registrar
or transfer agent.


 


4.       Indenture


 


The Company issued
the Securities under an Indenture dated as of December 19, 2017 (as it may be amended or supplemented from time to time in accordance
with the terms thereof, the “Indenture”), among the Company and the Trustee. This Security is one of the series
designated on the face hereof, initially limited in aggregate principal amount to $150,000,000. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Securities are subject to all terms
and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms.


 




     


     


    

 


5.       Redemption


 


The Securities of this
series are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, at a redemption
price per Security equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to but excluding
the Redemption Date:


 


		a.	100% of the principal amount of such Securities to be redeemed plus accrued and unpaid interest
to but excluding the Redemption Date; and



 


		b.	the sum of the present values of the remaining scheduled payments of principal and interest (exclusive
of accrued and unpaid interest to but excluding the Redemption Date) on the Securities to be redeemed, discounted to the Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus
50 basis points.



 


All determinations
with respect to the Redemption Price made by any Reference Treasury Dealer, including the Quotation Agent, shall be final and binding
absent manifest error.


 


Notice of redemption
shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each
Holder of the Securities to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date,
at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth
in Section 1104 of the Indenture.


 


Any exercise of the
Company’s option to redeem the Securities will be done in compliance with the Investment Company Act of 1940, as amended,
to the extent applicable.


 


If less than all the
Securities of this series issued on the same day with the same terms are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the Trustee in compliance with the requirements of DTC,
from the Outstanding Securities of this series issued on such date with the same terms not previously called for redemption, in
compliance with the requirements of the principal national securities exchange on which the Securities are listed (if the Securities
are listed on any national securities exchange), or if the Securities are not held through DTC or listed on any national securities
exchange, or DTC prescribed no method of selection, on a pro rata basis, or by such method as the Trustee shall deem fair and appropriate
and subject to and otherwise in accordance with the procedures of the applicable Depository; provided that such method complies
with the rules of any national securities exchange or quotation system on which the Securities are listed, and may provide for
the selection for redemption of portions (equal to the minimum authorized denomination for such Securities or any integral multiple
thereof) of the principal amount of Securities of a denomination larger than the minimum authorized denomination for Securities;
provided, however that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to
less than $1,000.


 


Unless the Company
defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities
called for redemption.


 


6.       Repurchase
Provisions


 


Holders will have the
right to require the Company to repurchase their Securities upon the occurrence of a Change of Control Repurchase Event as set
forth in the Indenture.


 


7.       Denominations;
Transfer; Exchange


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.


 




     


     


    

 


The Securities of this
series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiples of $1,000 in
excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series and of like tenor, of a different authorized denomination,
as requested by the Holder surrendering the same.


 


No service charge shall
be made for any such registration of transfer or exchange, but the Company or Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.


 


Prior to due presentment
of this Security for registration of transfer the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


8.       Persons
Deemed Owners


 


The registered Holder
of this Security may be treated as the owner of it for all purposes.


 


9.       Discharge
and Defeasance


 


The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.


 


10.       Amendment,
Supplement, Waiver


 


Subject to certain
exceptions contained in the Indenture, the Indenture and the Securities of this series may be amended, or a Default thereunder
may be waived, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Securities of this
series. Without notice to or the consent of any Holder, the Company, and the Trustee may amend or supplement the Indenture and
the Securities as provided in the Indenture.


 


11.       Defaults
and Remedies


 


If an Event of Default
(other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) with respect
to Securities of this series occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in
principal amount of the outstanding Securities of this series by notice to the Company and the Trustee, may declare the principal
of, premium, if any, and accrued and unpaid interest, and any other monetary obligations on all the Securities of this series to
be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, interest and other monetary
obligations will be due and payable immediately. If a bankruptcy, insolvency or reorganization of the Company occurs and is continuing,
the principal of, premium, if any, and accrued and unpaid interest and any other monetary obligations on all the Securities of
this series will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any
Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities of this series
may rescind any such acceleration with respect to the Securities of this series and its consequences.


 


As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have
made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
indemnity, security, or both, satisfactory to the Trustee, against the costs, expenses and liabilities to be incurred in compliance
with such request, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of
this series at the time Outstanding a direction inconsistent with such request within sixty (60) days after receipt of such notice,
and the Trustee shall have failed to institute any such proceeding for sixty (60) days after receipt of such notice, request and
offer of indemnity and/or security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.


 




     


     


    

 


12.       Trustee
Dealings with the Company


 


Subject to certain
limitations set forth in the Indenture, the Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.
In addition, the Trustee shall be permitted to engage in transactions with the Company; provided, however, that if the Trustee
acquires any conflicting interest under the TIA, the Trustee must (i) eliminate such conflict within 90 days of acquiring such
conflicting interest or (ii) resign.


 


13.       No
Recourse Against Others


 


No director, manager,
officer, employee, incorporator, shareholder or member of the Company or any of its Subsidiaries or Affiliates, as such, shall
have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect
of, or by reason of such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Securities. Such waiver may not be effective to waive
liabilities under the U.S. federal securities laws and it is the view of the SEC that such a waiver is against public policy.


 


14.       Authentication


 


This Security shall
not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.


 


15.       Abbreviations


 


Customary abbreviations
may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety),
JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift
to Minors Act).


 


16.       CUSIP
and ISIN Numbers


 


The Company has caused
CUSIP numbers, if applicable, to be printed on the Securities and have directed the Trustee to use CUSIP numbers, if applicable,
in notices of redemption or purchase as a convenience to Holders. No representation is made as to the accuracy of such numbers
either as printed on the Securities or as contained in any notice of redemption or purchase and reliance may be placed only on
the other identification numbers placed thereon.


 


17.       Governing
Law; Conflict; Request for Indenture


 


This Security shall
be governed by, and construed in accordance with, the laws of the State of New York. To the extent any provision of this Security
conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


 


The Company will furnish
to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to:


 


Business Development Corporation of America


 


9 West 57th Street, 49th Floor, Suite 4920


 


New York, New York 10019


 


Attention: Chief Financial Officer


 


Facsimile: (844) 643-0430


 




     


     


    

 


[ASSIGNMENT FORM]


 


To assign this Security, fill in
the form below:


 


I or we assign and transfer this Security
to:


 


(Print or type assignee’s name, address
and zip code)


 


(Insert assignee’s social security
or U.S. tax I.D. No.)


 


and irrevocably appoint _______________
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


Date:_________________       Your Signature:__________________


 


Signature Guarantee:__________________________


 


(Signature must be guaranteed)


 


Sign exactly as your name appears on the
other side of this Security.


 


The signature(s) should be guaranteed by
an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.


 


The undersigned hereby certifies that it
 ̈ is /  ̈ is not an Affiliate of
the Company and that, to its knowledge, the proposed transferee  ̈ is /  ̈
is not an Affiliate of the Company.


 


In connection with
any transfer or exchange of any of the Securities evidenced by this certificate occurring prior to the Resale Restriction Termination
Date, the undersigned confirms that such Securities are being:


 


CHECK ONE BOX BELOW:


 


	 	(1)	 ̈	acquired for the undersigned’s own account, without transfer; or
	 	 	 	 
	 	(2)	 ̈	transferred to the Company; or
	 	 	 	 
	 	(3)	 ̈	transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or
	 	 	 	 
	 	(4)	 ̈	transferred pursuant to an effective registration statement under the Securities Act; or
	 	 	 	 
	 	(5)	 ̈	transferred pursuant to and in compliance with Regulation S under the Securities Act; or
	 	 	 	 
	 	(6)	 ̈	transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act), that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter appears below); or
	 	 	 	 
	 	(7)	 ̈	transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended.




 


Unless one of the boxes
is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof, provided, however, that if box (5), (6) or (7) is checked, the Company may require, prior to
registering any such transfer of the Securities, in its sole discretion, such legal opinions, certifications and other information
as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act of 1933, as amended, such as the exemption provided by Rule
144 under such Act.


 




     


     


    

 


Signature      ____________________


 


Signature Guarantee:       _________________________


 


(Signature must be guaranteed)


 


The signature(s) should be guaranteed by
an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.


 


TO BE COMPLETED BY PURCHASER IF BOX (1)
OR (3) ABOVE IS CHECKED.


 


The undersigned represents
and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations
in order to claim the exemption from registration provided by Rule 144A.


 


Dated:      __________________


 




     


     


    

 


SCHEDULE OF INCREASES AND DECREASES
IN THE GLOBAL SECURITY


 


The following increases
or decreases in the principal amount of this Global Security have been made:


 


	
        Date
	 	Amount of

decrease in

principal amount

of this Global

Security	 	
        Amount of

        increase in

        principal amount

        of this Global

        Security
	 	Principal amount

of this Global

Security following

such increase or

decrease	 	Signature of

authorized officer

of Trustee as

Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




     


     


    

 


[FORM OF LETTER TO BE DELIVERED IN
CONNECTION WITH TRANSFERS

TO ACCREDITED INVESTORS]


 


Business Development Corporation of America


 


9 West 57th Street, 49th Floor, Suite 4920


 


New York, New York 10019


 


Attention: Chief Financial Officer


 


Facsimile: (844) 643-0430


 


U.S. Bank National Association


 


111 Fillmore Ave. E., 2nd Floor


 


St. Paul, Minnesota 55107


 


Facsimile: (651) 466-7368


 


Attention: Corporate Trust, DWAC UNIT


 


Re: Business Development Corporation of
America (the “Company”)


 


Ladies and Gentlemen:


 


This certificate is delivered to request
a transfer of $[____________] principal amount of the 4.75% Notes due 2022 (the “Securities”) of Business Development
Corporation of America (the “Company”).


 


Upon transfer, the Securities would be
registered in the name of the new beneficial owner as follows:


 


	Name:___________________________________________	 
	 	 
	Address: ________________________________________	 
	 	 
	Taxpayer ID Number: _______________________________	 


 


The undersigned represents and warrants
to you that:


 


		1.	I am an “accredited investor” (as defined in Rule 501(a)(4) under the U.S. Securities
Act of 1933, as amended (the “Securities Act”)) and I am acquiring the Securities not with a view to, or for
offer or sale in connection with, any distribution in violation of the Securities Act. I have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and risk of my investment in the Securities and I invest
in or purchase securities similar to the Securities in the normal course of my business. I am able to bear the economic risk of
my investment.



 




     


     


    

 


		2.	I understand that the Securities have not been registered under the Securities Act and, unless
so registered, may not be sold except as permitted in the following sentence. I agree on my own behalf to offer, sell or otherwise
transfer such Securities prior to the Resale Restriction Termination Date only (a) to the Company or any Subsidiary thereof, (b)
pursuant to an effective registration statement under the Securities Act, (c) in a transaction complying with the requirements
of Rule 144A under the Securities Act, to a person I reasonably believe is a “qualified institutional buyer” under
Rule 144A of the Securities Act (a “QIB”) that is purchasing for its own account or for the account of a QIB
and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S.
persons that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional
“accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing
for its own account or for the account of such an institutional “accredited investor,” in each case for investment
purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act or
(f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of my property be at all times within my control and in compliance
with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to any offer, sale or other
transfer prior to the Resale Restriction Termination Date of the Securities pursuant to clauses (d), (e) or (f) above to require
the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee.



 


		3.	I understand and acknowledge that upon the issuance thereof, and until such time as the same is
no longer required under applicable requirements of the Securities Act or state securities laws, the Securities that I acquire
will be certificated Securities that will bear, and all certificates issued in exchange therefor or in substitution thereof will
bear, a restrictive legend set forth in Section 203 of the Indenture.



 


		4.	I am [not] an Affiliate of the Company.



 


	 	TRANSFEREE
	 	 
	 	[Insert Name of Transferee]
	 	 
	 	 
	 	 
	 	Name:
	 	 
	 	Title: 


 




     


     


    

 


[FORM OF LETTER TO BE DELIVERED IN
CONNECTION WITH TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS]


 


Business Development Corporation of America


 


9 West 57th Street, 49th Floor, Suite 4920


 


New York, New York 10019


 


Attention: Chief Financial Officer


 


Facsimile: (844) 643-0430


 


U.S. Bank National Association


 


111 Fillmore Ave. E., 2nd Floor


 


St. Paul, Minnesota 55107


 


Facsimile: (651) 466-7368


 


Attention: Corporate Trust, DWAC UNIT


 


Re: Business Development Corporation of
America (the “Company”)


 


Ladies and Gentlemen:


 


This certificate is delivered to request
a transfer of $[___________] principal amount of the 4.75% Notes due 2022 (the “Securities”) of Business Development
Corporation of America (the “Company”).


 


Upon transfer, the Securities would be
registered in the name of the new beneficial owner as follows:


 


	Name:__________________________________________	 
	 	 
	Address: _______________________________________	 
	 	 
	Taxpayer ID Number: ______________________________	 


 


The undersigned represents and warrants
to you that:


 


		1.	We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or
for the account of such an institutional “accredited investor,” and we are acquiring the Securities not with a view
to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Securities and we
invest in or purchase securities similar to the Securities in the normal course of our business. We and any accounts for which
we are acting are each able to bear the economic risk of our or its investment.



 




     


     


    

 


		2.	We understand that the Securities have not been registered under the Securities Act and, unless
so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Securities to offer, sell or otherwise transfer such Securities prior to the Resale Restriction
Termination Date only (a) to the Company or any Subsidiary thereof, (b) pursuant to an effective registration statement under the
Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act, to a person we reasonably
believe is a “qualified institutional buyer” under Rule 144A of the Securities Act (a “QIB”) that
is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance
on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation
S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501 (a)(1), (2),
(3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited
investor,” in each case for investment purposes and not with a view to or for offer or sale in connection with any distribution
in violation of the Securities Act or (f) pursuant to any other available exemption from the registration requirements of the Securities
Act, subject in each of the foregoing cases to any requirement of law that the disposition of property or the property of such
investor account or accounts be at all times within our or their control and in compliance with any applicable state securities
laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale
or other transfer of the Securities is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination
Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” (within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Securities for investment
purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination Date of the Securities
pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information
satisfactory to the Company and the Trustee.



 


		3.	We [are][are not] an Affiliate of the Company.



 


	 	TRANSFEREE
	 	 
	 	[Insert Name of Transferee]
	 	 
	 	 
	 	 
	 	Name:
	 	 
	 	Title: