CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • July 2nd, 2014 • Business Development Corp of America • New York
CREDIT AND SECURITY AGREEMENT, dated as of June 27, 2014, among BDCA-CB Funding, LLC, a Delaware limited liability company, as borrower (the “Borrower”), the LENDERS from time to time party hereto, CITIBANK, N.A. (“Citibank”), as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Administrative Agent”), U.S. Bank National Association (“U.S. Bank”), as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Collateral Agent”) and as collateral custodian for the Secured Parties (in such capacity, the “Custodian”), and Business Development Corporation of America, a Maryland corporation (“BDCA”), as collateral manager (in such capacity, the “Collateral Manager”).
ACCOUNT CONTROL AGREEMENTAccount Control Agreement • July 2nd, 2014 • Business Development Corp of America • New York
ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of June 27, 2014, among BDCA-CB FUNDING, LLC, as pledgor (the “Pledgor”), U.S. BANK NATIONAL ASSOCIATION, as collateral agent on behalf of the Secured Parties to the Credit Agreement defined below (in such capacity, the “Secured Party”) and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (in such capacity, the “Securities Intermediary”).
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • July 2nd, 2014 • Business Development Corp of America • New York
This COLLATERAL ADMINISTRATION AGREEMENT, dated as of June 27, 2014 (this “Agreement”), is entered into by and among BDCA-CB FUNDING, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), BUSINESS DEVELOPMENT CORPORATION OF AMERICA, a Maryland corporation, as collateral manager (in such capacity, the “Collateral Manager”), CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as collateral administrator under and for purposes of this Agreement (in such capacity, the “Collateral Administrator”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 2nd, 2014 • Business Development Corp of America • Delaware
WHEREAS, each Constituent Entity deems it advisable and in the best interest of such Constituent Entity that the Constituent Entities merge (the “Merger”) into a single entity pursuant to this Agreement and the Delaware Limited Liability Company Act, as amended (the “LLCA”), and that the surviving entity in the Merger be the Company, a limited liability company existing under the laws of the State of Delaware;
SALE AND CONTRIBUTION AGREEMENT between BUSINESS DEVELOPMENT CORPORATION OF AMERICA, as Seller and BDCA-CB FUNDING, LLC, as Purchaser Dated as of June 27, 2014Sale and Contribution Agreement • July 2nd, 2014 • Business Development Corp of America • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of June 27, 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between BUSINESS DEVELOPMENT CORPORATION OF AMERICA, a Maryland corporation, as seller (in such capacity, the “Seller”) and BDCA-CB FUNDING, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
TERMINATION ACKNOWLEDGMENTTermination Acknowledgment • July 2nd, 2014 • Business Development Corp of America • New York
Reference is hereby made to the ISDA Master Agreement, dated as of July 13, 2012, including the Schedule and Credit Support Annex thereto, the Confirmation, dated July 13, 2012 and amended and restated as of May 6, 2014 (the “Master Confirmation”) and any additional Confirmations exchanged under the ISDA Master Agreement (collectively, the “Master Agreement”) between Citibank, N.A. (“Citibank”) and BDCA-CB Funding, LLC (formerly known as 405 TRS I, LLC), a Delaware limited liability company (the “Counterparty”).
