EXECUTION COPY


 





AMENDMENT NO. 4 TO 

LOAN AND SERVICING AGREEMENT


 


THIS AMENDMENT NO.
4 TO LOAN AND SERVICING AGREEMENT, dated as of June 30, 2014 (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 (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 by certain Amendment No. 1 to the Loan and Servicing
Agreement, dated as of January 14, 2013, certain Amendment No. 2 to the Loan and Servicing Agreement, dated as of April 26, 2013
and certain Amendment No. 3 to the Loan and Servicing Agreement, dated as of September 6, 2013, each by and among the Borrower,
the Servicer, the Lender and the Administrative Agent and as further 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 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
parties hereto desire to further 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.


 


The Agreement is hereby
amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text)
and to add the bold and double-underlined text (indicated textually in the same manner as the following example:
bold and double-underlined text) as set forth on the pages of the Agreement attached as Exhibit A hereto.


 


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


 


Except as specifically
amended hereby, all provisions of the Agreement 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 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;


 


(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: (i) payment of the invoiced outstanding fees and disbursements of the Administrative Agent
and the Lenders (if any); (ii) delivery of opinions of counsel as reasonably requested by, and in form and substance satisfactory
to, the Administrative Agent and (iii) delivery of executed signature pages by all parties hereto to the Administrative Agent.


 


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.


 


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


 




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


 


(e)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.


 


(f)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.


 


(g)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.


 


[Remainder of Page Intentionally Left Blank]


 


 


 




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IN WITNESS WHEREOF,
the parties have caused this Amendment No. 4 to be executed by their respective officers thereunto duly authorized, as of the date
first above written.


 


	 	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: Chief Investment Officer
	 	 	 
	 	 	 
	 	BUSINESS DEVELOPMENT 
	 	CORPORATION OF AMERICA,
	 	as the Servicer
	 	 
	 	 
	 	By:	/s/ Robert K. Grunewald
	 	 	Name: Robert K. Grunewald 
	 	 	Title: Chief Investment Officer


 


 


[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


 





BDCA Funding I, LLC


Amendment No. 4 to LSA







 




    	 



    	 



    

 






 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,
	 	as the Required Lender
	 	 	 
	 	 
	 	By:	/s/ Raj Shah
	 	 	Name: Raj Shah
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	WELLS FARGO SECURITIES, LLC,
	 	as the Administrative Agent
	 	 
	 	 
	 	By:	/s/ Mike Romanzo
	 	 	Name: Mike Romanzo, CFA 
	 	 	Title: Director


 




 


BDCA Funding I, LLC


Amendment No. 4 to LSA







 




    	 



    	 



    

EXHIBIT A


 


[To Be Attached]


 





BDCA Funding I, LLC


Amendment No. 4 to LSA