**Exhibit10.20**

 

**EXECUTION COPY**

 

 

AMENDMENT No. 3 ANDCONSENTTOCREDIT AGREEMENT

 

THIS AMENDMENT No. 3 ANDCONSENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 28, 2004,is entered into among GLADSTONE BUSINESS LOAN, LLC, as the Borrower, GLADSTONEADVISERS, INC. (the “Existing Servicer”), GLADSTONE MANAGEMENTCORPORATION (the “Successor Servicer”), CONCORD MINUTEMEN CAPITALCOMPANY, LLC (“Concord”) and PUBLIC SQUARE FUNDING LLC, as CP Lenders(collectively, the “CP Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE (“CIBC”)and KEYBANK, NATIONAL ASSOCIATION (“KeyBank”), as Committed Lenders(collectively, the “Committed Lenders”), CIBC and KeyBank as ManagingAgents (in such capacity, collectively the “Managing Agents”) and CIBCas Administrative Agent (in such capacity, the “Administrative Agent”).  Capitalized terms used herein withoutdefinition shall have the meanings ascribed thereto in the “Credit Agreement”referred to below.

 

PRELIMINARY STATEMENTS

 

A.                                   Referenceis made to that certain Credit Agreement dated as of May 19, 2003 among theBorrower, Gladstone Advisers, Inc., as Servicer, the CP Lenders, the CommittedLenders, the Managing Agents and the Administrative Agent (as amended,restated, supplemented or modified from time to time, the “Credit Agreement”).

 

B.                                     Theparties hereto have agreed to amend certain provisions of the Credit Agreementupon the terms and conditions set forth herein.

 

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

##  

(i) to delete in its entirety the definition of “CommitmentTermination Date” and to substitute in its entirety the following therefor:

 

Commitment Termination Date:  May 30, 2005 or such later date to which theCommitment Termination Date may be extended (if extended) in the solediscretion of the Lenders in accordance with the terms of Section 2.1(b).

 

## SECTION 2.  Consent.  Subject to (x) the satisfaction of the conditions precedent setforth in Section 3 hereof and (y) the amendment of that certainPerformance Guaranty dated as of May 19, 2003 issued by Gladstone CapitalCorporation in favor of Gladstone Business Loan, LLC, replacing GladstoneAdviser, Inc. as Servicer with Gladstone Management Corporation, the partieshereto hereby consent to (i) the termination of Gladstone Advisers, Inc. asServicer under the Credit Agreement on or around July 1, 2004 (the “ServicerTransition Date”), and (ii)

 

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## the appointment of Gladstone Management Corporation asthe Successor Servicer as of the Servicer Transition Date.  From and after the Servicer Transition Date,the Successor Servicer agrees that it will perform in accordance with theirterms all of the duties, obligations, and other undertakings which by the termsof the Credit Agreement and other Transaction Documents are required to beperformed by it as Servicer, including, without limitation, Sections 12.9 and12.10 of the Credit Agreement.

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## SECTION 3.  Representations and Warranties.  The Borrower hereby represents and warrantsto each of the other parties hereto, that:

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### (a)                                  The Successor Servicer has equal orgreater capability than that of the Existing Servicer in performing the dutiesand obligations of Servicer under the Credit Agreement;

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### (b)                                 this Amendment constitutes its legal,valid and binding obligation, enforceable against it in accordance with itsterms; and

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### (c)                                  on the date hereof, before and aftergiving effect to this Amendment, other than as amended or waived pursuant tothis Amendment, no Early Termination Event or Unmatured Termination Event hasoccurred and is continuing.

###  

## SECTION 4.  Conditions Precedent.  This Amendment shall become effective on thefirst Business Day (the “Effective Date”) on which the AdministrativeAgent or its counsel has received counterpart signature pages of thisAmendment, executed by each of the parties hereto.

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## SECTION 5.  Reference to and Effect on theTransaction Documents.

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### (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 other TransactionDocument or any other document, instrument or agreement executed and/ordelivered in connection therewith, shall mean and be a reference to the CreditAgreement as amended or otherwise modified hereby.

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### (b)                                 Except as specifically amended,terminated or otherwise modified above, the terms and conditions of the CreditAgreement, of all other Transaction Documents and any other documents,instruments and agreements executed and/or delivered in connection therewith,shall remain in full force and effect and are hereby ratified and confirmed.

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### (c)                                  The execution, delivery and effectivenessof this Amendment shall not operate as a waiver of any right, power or remedyof the 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.

 

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## SECTION 6.  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 andall of which taken together shall constitute but one and the sameinstrument.  Delivery of an executedcounterpart of a signature page to this Amendment by telecopier shall beeffective as delivery of a manually executed counterpart of this Amendment.

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## SECTION 7.  Governing Law.  This Amendment shall be governed by andconstrued in accordance with the laws of the State of New York.

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## SECTION 8.  Headings.  Section headings in this Amendment are included herein forconvenience of reference only and shall not constitute a part of this Amendmentfor any other purpose.

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## SECTION 9.  Fees and Expenses.   Seller hereby confirms its agreement to payon demand all reasonable costs and expenses of the Administrative Agent,Managing Agents or Lenders in connection with the preparation, execution anddelivery of this Amendment and any of the other instruments, documents andagreements to be executed and/or delivered in connection herewith, including,without limitation, the reasonable fees and out-of-pocket expenses of counselto the Administrative Agent, Managing Agents or Lenders with respect thereto.

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## SECTION 10.  BankruptcyPetitions Against Concord.Gladstone Management Corporation hereby covenants and agrees that, prior to thedate which is one year and one day after the payment in full of all outstandingcommercial paper and any other debt securities of Concord rated, at the requestof Concord, by an internationally recognized rating agency, it will notinstitute against, or join any other person in instituting against, Concord anybankruptcy, reorganization, arrangement, insolvency or liquidation proceedingsor other similar proceeding under the laws of any jurisdiction. This provisionshall survive the termination of the Credit Agreement.

 

[Remainder of PageDeliberately Left Blank]

 

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IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be duly executed by theirrespective officers as of the date first above written.

 

 
|   | GLADSTONE BUSINESS LOAN,  LLC     |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               | /s/ David  Gladstone |   |
|   |                              | Name: | David Gladstone |
|   |                              | Title: | Chairman |
|   |                              |   |
|   |                              |   |
|   | GLADSTONE ADVISERS,  INC.         |
|   |                              |   |
|   |                              |   |
|   | By:                               | /s/ David  Gladstone |   |
|   |                              | Name: | David Gladstone |
|   |                              | Title: | Chairman |
|   |                              |   |
|   |                              |   |
|   | GLADSTONE MANAGEMENT  CORPORATION |
|   |                              |   |
|   |                              |   |
|   | By:                               | /s/ David  Gladstone |   |
|   |                              | Name: | David Gladstone |
|   |                              | Title: | Chairman |
|        |                                   |  |  |  |

 

Signature Page toAmendment No. 3 and Consent to Credit Agreement

 

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|   | CONCORD MINUTEMEN  CAPITAL COMPANY, LLC                                                              |
|--------|------------------------------------------------------------------------------------------------------|
|   |                                                                                                 |
|   |                                                                                                 |
|   | By:                                                                                                  | /s/ Thomas J.  Irvin |   |
|   |                                                                                                 | Name: | Thomas J. Irvin |
|   |                                                                                                 | Title: | Manager |
|   |                                                                                                 |   |
|   |                                                                                                 |   |
|   | CANADIAN IMPERIAL BANK  OF COMMERCE, as a  Committed Lender, Managing Agent and Administrative Agent |
|   |                                                                                                 |
|   |                                                                                                 |
|   | By:                                                                                                  | /s/ Jeffrey C.  Bazoian |   |
|   |                                                                                                 | Name: | Jeffrey C.  Bazoian |
|   |                                                                                                 | Title: | Authorized  Signatory |
|   |                                                                                                 |   |
|   |                                                                                                 |   |
|   | By:                                                                                                  | /s/ Jim Lees |   |
|   |                                                                                                 | Name: | Jim Lees |
|   |                                                                                                 | Title: | Authorized  Signatory |
|   |                                                                                                 |   |
|   |                                                                                                 |   |
|        |                                                                                                      |  |  |  |  |  |

 

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|   | PUBLIC SQUARE FUNDING  LLC                                                |
|--------|---------------------------------------------------------------------------|
|   |                                                                      |
|   |                                                                      |
|   | By:                                                                       | /s/ Evelyn  Echevarria |   |
|   |                                                                      | Name: | Evelyn  Echevarria |
|   |                                                                      | Title: | Vice President |
|   |                                                                      |   |
|   |                                                                      |   |
|   | KEYBANK, NATIONAL  ASSOCIATION, as a  Committed Lender and Managing Agent |
|   |                                                                      |
|   |                                                                      |
|   | By:                                                                       | /s/ Paul Henson |   |
|   |                                                                      | Name: | Paul Henson |
|   |                                                                      | Title: | Executive Vice  President |
|   |                                                                      |   |
|   |                                                                      |   |
|        |                                                                           |  |  |  |  |

 

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