Exhibit 10.4


 


EXECUTION VERSION


 


TERMINATION LETTER


 


June 3, 2016


 


BDCA 2L Funding I, LLC


450 Park Avenue, 14th Floor


New York, NY 10022


Attention: General Counsel


Facsimile No.: (646) 861-7804


 


Ladies and Gentlemen:


 


We have been
requested to provide this letter setting forth the amount necessary, as of June 3, 2016 (the “Payoff
Date”), to pay all Obligations of the Borrower under that certain Loan Financing and Servicing Agreement dated as
of February 21, 2014 (as amended, restated, supplemented and otherwise modified from time to time, the “Loan
Financing and Servicing Agreement”) among BDCA 2L Funding I, LLC, as the borrower (the
“Borrower”), Business Development Corporation of America, as the equityholder and the servicer, the
lenders from time to time parties thereto (the “Lenders “), Deutsche Bank AG, New York Branch, as the
administrative agent (the “Administrative Agent”), the other agents parties thereto and U.S. Bank National
Association (“U.S. Bank “) as collateral agent and collateral custodian. Capitalized terms used but not
otherwise defined herein shall have the respective meanings provided therefor in the Loan Financing and
Servicing Agreement.


 


1.          In
accordance with the foregoing, Deutsche Bank AG, New York Branch acknowledges that the Borrower has paid to Deutsche Bank AG, New
York Branch, in its capacity as a Committed Lender (the “Committed Lender”) under the Loan Financing and Servicing
Agreement, an amount equal to (a) $60,000,000.00, in repayment of all outstanding principal owed to the Committed Lender under
the Loan Financing and Servicing Agreement as of the Payoff Date and (b) $10,307.42, in repayment of outstanding interest and fees
owed to the Committed Lender and other Secured Parties under the Loan Financing and Servicing Agreement as of the Payoff Date.


 


2.          Each
of the Borrower, the Servicer and the Administrative Agent hereby waives all conditions set forth in the Loan Financing and Servicing
Agreement and the other Transaction Documents in connection with the permanent reduction of the Facility Amount in whole.


 


3.          Each
Secured Party hereby acknowledges receipt of all amounts owing to it under the Terminated Transaction Documents (as hereinafter
defined), as each is specified on Schedule I hereto. The parties hereto agree and acknowledge that (i) all the security
interests, liens and pledges in favor of the Collateral Agent securing the above referenced Loans and Collateral under the Transaction
Documents are automatically released with no further action on the part of the Borrower, (ii) all obligations of the Borrower in
respect of the Terminated Transaction Documents are deemed to be paid off, satisfied and discharged in full, (iii) the Commitments
are terminated and (iv) each of the Loan Financing and Servicing Agreement, the Notes, the Sale and Contribution Agreement and
the Fee Letter (each a “Terminated Transaction Document” and collectively, the “Terminated Transaction
Documents”) is deemed terminated and of no further force and effect, except for indemnification and other provisions
of the Terminated Transaction Documents which by their express terms survive the termination of the Loan Financing and Servicing
Agreement or such other Terminated Transaction Document. For the avoidance of doubt, the parties hereto agree that each of the
Account Control Agreement, as amended, restated or otherwise modified, and the Collateral Agent and Collateral Custodian Fee Letter
(to the extent such Collateral Agent and Collateral Custodian Fee Letter applies to the services provided under the Account Control
Agreement, as amended, restated or otherwise modified) remains in effect.


 




     


     


    

 


4.          The
Borrower hereby requests that the Collateral Custodian promptly deliver to the Borrower any Collateral and Collateral Obligation
Files held by the Collateral Custodian. The foregoing shall be at the sole cost and expense of the Borrower with no liability to
the Collateral Custodian.


 


5.          The
parties hereto acknowledge that the recipient hereof will rely on this letter and the acknowledgments, certifications, confirmations
and agreements of the Secured Parties contained herein. The parties hereto authorize the filing of termination statements on form
UCC-3 or other security interest terminations with respect to the Transaction Documents and we shall procure, deliver or execute
and deliver all further instruments and documents, and take any other actions, which are reasonably required to evidence the consummation
of the payoff contemplated hereby.


 


6.          This
letter may be executed by the parties hereto individually or in any combination, in one or more counterparts, each of which shall
be an original and all of which shall constitute one and the same letter. Delivery of an executed counterpart of a signature page
to this letter agreement by telecopy shall be effective as delivery of a manually executed counterpart of this letter.


 


7.          EACH
OF THE BORROWER AND EACH SECURED PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


8.          This
letter shall be governed by, and construed in accordance with, the laws of the State of New York.


 


9.          The
Administrative Agent hereby authorizes and directs U.S. Bank, in its capacity as Collateral Agent and as Custodian under the Loan
Financing and Servicing Agreement, to execute and perform this Termination Letter.


 




    	 	-2-	 



     


    

  


The instructions set forth above are irrevocable
instructions which can only be changed by an instruction signed by the parties hereto.


 


	 	Very truly yours,
	 	 
	 	DEUTSCHE BANK AG, NEW YORK
    BRANCH,
	 	as Administrative Agent and as a Committed
    Lender
	 	 
	 	By: 	/s/ KEITH
    ALLMAN
	 	 	Name: KEITH
    ALLMAN
	 	 	Title: DIRECTOR
	 	 
	 	By: 	/s/ MARY
    CONNER
	 	 	Name: MARY
    CONNER
	 	 	Title:
    Director
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Collateral Agent and as Collateral
    Custodian
	 	 
	 	By: 	/s/ Jeffrey B. Stone
	 	 	Name: Jeffrey B. Stone
	 	 	Title: Vice President
	 	 
	 	BUSINESS DEVELOPMENT CORPORATION
    OF AMERICA, as Equityholder and as Servicer
	 	 
	 	By: 	/s/ Corinne Pankovcin
	 	 	Name: Corinne Pankovcin
	 	 	Title: Chief Financial Officer


 


[Signature Page to Termination Letter]


 









     


     


    

  


	ACKNOWLEDGED AND AGREED 

    as of the date first set forth above:	 
	 	 
	BDCA 2L FUNDING I, LLC, as
    Borrower	 
	 	 	 
	By:	BUSINESS DEVELOPMENT

    CORPORATION OF AMERICA, its sole member	 
		 	 
	By:  	/s/ Corinne Pankovcin	 
	Name:	Corinne Pankovcin	 
	Title:	Chief Financial Officer	 


 


[Signature Page to Termination Letter]