**Exhibit 10.1**

**Execution Version**

AMENDMENT NO. 5 

TO 

FOURTH AMENDEDAND RESTATED CREDIT AGREEMENT 

THIS AMENDMENT NO. 5 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this“Amendment”) dated as of February 21, 2013, is entered into among GLADSTONE BUSINESS LOAN, LLC, as Borrower (the “Borrower”), GLADSTONE MANAGEMENT CORPORATION, as Servicer (the “Servicer”),KEYBANK NATIONAL ASSOCIATION, BRANCH BANKING AND TRUST COMPANY (“BB&T”) and ING CAPITAL LLC (“ING”), as Lenders (collectively, the “Lenders”), KEY EQUIPMENT FINANCE INC.(“KEF”), BB&T and ING, as Managing Agents (in such capacity, collectively the “Managing Agents”) and KEF, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalizedterms used but not otherwise defined herein shall have the meanings ascribed thereto in the “Credit Agreement” referred to below. 

PRELIMINARY STATEMENTS 

A. Reference is made to that certain Fourth Amended andRestated Credit Agreement dated as of March 15, 2010 by and among the Borrower, the Servicer, the Lenders, the Managing Agents and the Administrative Agent (as amended, modified, supplemented or otherwise modified prior to the date hereof, the“Credit Agreement”). 

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

NOW, THEREFORE, in consideration of the premises set forth above, and othergood and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

SECTION 1. Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the definition of “Key Man Event” set forth in the CreditAgreement is hereby deleted in its entirety, and the following substituted therefor: 

“Key Man Event” means(i) either of David Gladstone or Terry Brubaker shall cease to be an executive officer of the Originator, and such individual has not within 180 days thereafter been replaced with an officer or officers, as the case may be, satisfactory to theAdministrative Agent and the Required Lenders, as determined in their reasonable discretion; or (ii) both David Gladstone and Terry Brubaker shall cease to be executive officers of the Originator. 

SECTION 2. Representations and Warranties. The Borrower and the Servicer each hereby represents and warrants to each of the otherparties hereto, that: 

(a) this Amendment constitutes its legal, valid and binding obligation, enforceableagainst it in accordance with its terms; and 

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

SECTION 3. Conditions Precedent. This Amendment shall become effective on the firstBusiness Day (the “Effective Date”) on which the Administrative Agent or its 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 CreditAgreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Credit Agreement as amended or otherwise modified hereby, and (ii) eachreference to the Credit Agreement in any other Transaction Document or any other document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to the Credit Agreement as amended or otherwisemodified hereby. 

(b) Except as specifically amended, terminated or otherwise modified above, the terms andconditions of the Credit Agreement, 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 andconfirmed. 

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver ofany right, power or remedy of the Administrative Agent, any Managing Agent or any Lender under the Credit Agreement or any other Transaction Document or any other document, instrument or agreement executed in connection therewith, nor constitute awaiver of any provision contained therein, in each case except as specifically set forth herein. 

SECTION 5. Execution inCounterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken togethershall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. 

SECTION 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 7. Headings. Section headings in this Amendment are included herein for convenience of reference only andshall not constitute a part of this Amendment for any other purpose. 

SECTION 8. Fees and Expenses. The Borrower herebyconfirms its agreement to pay on demand all reasonable costs and expenses of the Administrative Agent, Managing Agents or Lenders in connection with the preparation, execution and delivery of this Amendment and any

 
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of the other instruments, documents and agreements 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. 

[Signature Pages Follow] 

 
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed bytheir respective officers as of the date first above written. 

 
GLADSTONE BUSINESS LOAN, LLCBy: 
*/s/ David Gladstone*
 Name: David Gladstone Title: Chairman and CEOGLADSTONE MANAGEMENT CORPORATIONBy: 
*/s/ David Gladstone*
 Name: David Gladstone Title: Chairman and CEO
Signature Page to Amendment No. 5 

KEY EQUIPMENT FINANCE INC., as Administrative Agent and a Managing AgentBy: 
*/s/ Richard S. Andersen*
 Name: Richard S. Andersen Title: Vice PresidentKEYBANK NATIONAL ASSOCIATION, as a LenderBy: 
*/s/ Philip G. Turner*
 Name: Philip G. Turner Title: Executive Vice President
Signature Page to Amendment No. 5 

BRANCH BANK AND TRUST COMPANY, as a Lender and a Managing AgentBy: 
*/s/ James E. Davis*
 Name: James E. Davis Title: Senior Vice President
Signature Page to Amendment No. 5 

ING CAPITAL LLC, as a Lender and a Managing AgentBy: 
*/s/ Patrick Frisch*
 Name: Patrick Frisch Title: Managing Director
Signature Page to Amendment No. 5