**Exhibit 10.17**

 

**EXECUTION COPY**

 

AMENDMENT NO. I TOCREDIT AGREEMENT

 

THISAMENDMENT NO. I TO CREDIT AGREEMENT (this “Amendment”) dated as ofSeptember 17, 2003, is entered into among GLADSTONE BUSINESS LOAN, LLC, asthe Borrower, CONCORD MINUTEMEN CAPITAL COMPANY, LLC and PUBLIC SQUARE FUNDINGLLC, as CP Lenders (collectivdy, the “CP Lenders”), CANADIAN IMPERIALBANK OF COMMERCE (“CIBC”) and KEYBANK, NATIONAL ASSOCIATION (“KeyBank”),as Committed Lenders (col1ectively, the “Committed Lenders”), (CIBCand KeyBank as Managing Agents (in such capacity, collectively the “ManagingAgents”) and (CIBC as Administrative Agent (in such capacity, the “AdministrativeAgent”). Capitalized terms used herein without definition shall have themeanings ascribed thereto in the “Credit Agreement” referred to below.

 

PRELIMINARY STATEMENTS

 

A.Reference is made to that certain Credit Agreement dated as of May 19,2003 among the Borrower, Gladstone Advisers, Inc., as Servicer, the CP Lenders,the Committed Lenders, the Managing Agents and the Administrative Agent (asamended, restated, supplemented or modified from time to time, the “CreditAgreement”).

 

B.The parties hereto have agreed to amend certain provisions of the CreditAgreement upon the terms and conditions set forth herein.

 

SECTION 1.Amendment. Subject to the satisfaction of the conditions precedent setforth in Section 3 hereof, the parties hereto hereby agree:

 

(i) to delete clause (xviii) of the definition of “EligibleLoan” and substitute the following therefor:

 

(xviii)the addition of which to the Transferred Loans will not cause (a) the remainingweighted average life of the Transferred Loans to exceed 48 months, (b) theweighted average interest rate in respect of Transferred Loans which accrueinterest at a fixed rate to be less than 8.0%, (c) the weighted averageinterest rate in respect of Transferred Loans which accrue interest at afloating rate (A) if the weighted average risk rating of the portfolio isgreater than or equal to 4.5 (or the equivalent of a rating greater than B-/B3by S&P and Moody’s respectively), as detennined by the Scrvicer’s riskrating model, for such Transferred Loans which are Senior Debt Loans, to beless than the sum of the LIBO Rate plus 4.0% and for all other Transferred Loans,(x) to be less than the sum of the LIBO Rate plus 5.00% or (y) to be less than8.0% or (B) if the weighted average risk

 

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ratingof the portfolio is less than 4.5, as detennined by the Servicer’s risk ratingmodel, (x) to be less than the sum of the LIBO Rate plus 5.00% or (y) to beless than 8.0% or (d) the weighted average risk rating of the portfolio to beless than 4 (or the equivalent of B-/B3 by S&P and Moody’s respectively),as determined by the Servicer’s risk rating model; and

 

(ii) to amend Section 1.1 to insert thefollowing defined term in appropriate alphabetical order therein:

 

“Senior Debt Loan” means a Loan which (a) has a risk rating equal to or greater than 5.5(or the equivalent of a rating greater than *B/B2*by S&P and Moody’s respectively), as determined by theServicer’s risk rating model and (b) is not subordinated to any otherindebtedness of the applicable Obligor.

 

SECTION 2.Representations and Warranties. The Borrower hereby represents andwarrants to each ofthe other parties hereto, that:

 

(a) this Amendment constitutes its legal, valid andbinding obligation, enforceable against it in accordance with its terms; and

 

(b) on the date hereof, before and after givingeffect to this Amendment, other than as amended or waived pursuant to thisAmendment, no Early Tennination Event or Unmatured Termination Event hasoccurred and is continuing.

 

SECTION 3.Conditions Precedent. This Amendment shall become effective on the firstBusiness Day (the “Effective Date”) on which the Administrative Agent orits counsel has received counterpart signature pages of this Amendment,executed by each of the parties hereto.

 

SECTION 4.Reference to and Effect on the Transaction Documents.

 

(a) Upon the effectiveness of this Amendment, (i)each reference in the Credit Agreement to “this Credit Agreement”, “thisAgreement”, “hereunder”, “hereof’, “herein” or words of like import shall meanand be a reference to the Credit Agreement as amended or otherwise modifiedhereby, and (ii) each reference to the Credit Agreement in any otherTransaction Document or any other document, instrument or agreement executedand/or delivered in connection therewith, shall mean and be a reference to theCredit Agreement as amended or otherwise modified hereby.

 

(b) Except as specifically amended, terminated orotherwise modified above, the terms and conditions of the Credit Agreement, ofall other Transaction Documents and any other documents, instruments andagreements executed and/or delivered in connection therewith, shall remain infull force and effect and are hereby ratified and confirmed.

 

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(c) The execution, delivery and effectiveness ofthis Amendment shall not operate as a waiver of any light, power or remedyofthe Administrative Agent, any Managing Agent or any Lender under the CreditAgreement or any other Transaction Document or any other document, instrumentor agreement executed in connection therewith, nor constitute a waiver of anyprovision contained therein, in each case except as specifically set forthherein.

 

SECTION 5.Execution in Counterparts. This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which when so executed and delivered shall be deemed to be an original andan of which taken together shall constitute bur one and the same instrument.Delivery of an executed counterpart of a signature page to this Amendment bytelecopier shall be effective as delivery of a manually executed counterpart ofthis Amendment.

 

SECTION 6.Goveming Law. This Amendment shall be govemed by and construed inaccordance with the laws of the State of New York.

 

SECTION 7.Headings. Section headings in this Amendment are included hereinfor convenience of reference only and shall not constitute a part ofthisAmendment for any other purpose.

 

SECTION 8.Fees and Expenses. Seller hereby confinns its af,rreement to pay ondemand all reasonable costs and expenses of the Administrative Agent, ManagingAgents or Lenders in connection with the preparation, execution and delivery ofthis Amendment and any of the other instruments, documents and agreements to heexecuted and/or delivered in connection herewith, including, withoutlimitation, the reasonable fees and out-of-pocket expenses of counsel to theAdministrative Agent, Managing Agents or Lenders with respect thereto.

 

[Remainder of Page Deliberately Left Blank]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to beduly executed by their respective officers as of the date first above written.

 

 
|   | GLADSTONE BUSINESS LOAN, LLC |
|--------|------------------------------|
|   |                         |   |   |
|   |                         |   |   |
|   |                         | By: | /s/ David Gladstone |   |
|   |                         |   | Name: David Gladstone |
|   |                         |   | Title:  Chairman |

 

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|   | CONCORD MINUTEMEN CAPITAL COMPANY, LLC |
|--------|----------------------------------------|
|   |                                   |   |
|   |                                   | By: | /s/ R. Scott Chisholm |   |
|   |                                   | Name: R. Scott Chisholm |
|   |                                   | Title:  Authorized Signer |
|        |                                        |  |  |  |  |

 

 
|   | CANADIAN IMPERIAL BANK OF COMMERCE, as a  Committed Lender, Managing Agent and Administrative  Agent |
|--------|------------------------------------------------------------------------------------------------------|

 

 
|   | By:    | /s/ Mark D. O’Keefe          |   |
|--------|--------|-----------------------------------|--------|
|   |   | Name: Mark D. O’Keefe        |
|   |   | Title:  Authorized Signatory |

 

 
|   | By:    | /s/ Jim Lees                      |   |
|--------|--------|-----------------------------------|--------|
|   |   | Name: Jim Lees                    |
|   |   | Title:  Authorized Signatory |

 

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|   | PUBLIC SQUARE FUNDING LLC, as CP Lender and  Committed Lender  |
|--------|---------------------------------------------------------------------|
|   |                                                                |   |   |
|   |                                                                |   |   |
|   |                                                                |   | By: | /s/ Douglas K. Johnson |   |
|   |                                                                |   | Name: Douglas K. Johnson |
|   |                                                                |   | Title:  President |
|        |                                                                     |  |  |  |  |  |

 

 
|   | KEYBANK, NATIONAL ASSOCIATION, as Managing Agent  |
|--------|--------------------------------------------------------|
|   |                                                   |
|   |                                                   |
|   |                                                   | By: | /s/ Anthony Bulic |   |
|   |                                                   | Name: Anthony Bulic |
|   |                                                   | Title:  Vice President |

 

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