EX-10.1






Exhibit 10.1




$20,000,000.00 December 21, 2007



FOR VALUE RECEIVED, the undersigned, GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware
limited partnership (“Maker”), hereby promises to pay to KeyBank National Association (“Payee”), or
order, in accordance with the terms of that certain Unsecured Term Loan Agreement, dated as of
December 21, 2007, as from time to time in effect, among Maker, Gladstone Commercial Corporation,
KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time
to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the
Maturity Date, the principal sum of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000.00), or such
amount as may be advanced by the Payee under the Credit Agreement as a Loan with daily interest
from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof
from time to time unpaid, at a rate per annum on each portion of the principal amount which shall
at all times be equal to the rate of interest applicable to such portion in accordance with the
Credit Agreement, and with interest on overdue principal and, to the extent permitted by applicable
law, on overdue installments of interest and late charges at the rates provided in the Credit
Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that
all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the
prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall
have the meanings set forth in the Credit Agreement.



Payments hereunder shall be made to the Agent for the Payee at 127 Public Square, Cleveland,
Ohio 44114-1306, or at such other address as Agent may designate from time to time.



This Note is one of one or more Notes evidencing borrowings under and is entitled to the
benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be
due and payable in whole or in part prior to the Maturity Date and is subject to mandatory
prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be
prepaid in whole or from time to time in part, all as set forth in the Credit Agreement.



Notwithstanding anything in this Note to the contrary, all agreements between the undersigned
Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written
or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the
maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or
received by the Lenders exceed the maximum amount permissible under applicable law. If, from any
circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the
maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount
permitted under applicable law; and if from any circumstance the Lenders shall ever receive
anything of value deemed interest by applicable law in excess of the maximum lawful amount, an
amount equal to any excessive interest shall be applied to the reduction of the principal balance
of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive
interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such
excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the
Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and
spread throughout the full period until payment in full of the principal of the Obligations of the
undersigned Maker (including the period of any renewal or extension thereof) so that the interest
thereon for such full period shall not exceed the maximum amount permitted by applicable law. This
paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent.



In case an Event of Default shall occur, the entire principal amount of this Note may become
or be declared due and payable in the manner and with the effect provided in said Credit Agreement.



This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by
the laws of the State of New York.



The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand,
notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of
acceleration of the indebtedness evidenced hereby and all other demands and notices in connection
with the delivery, acceptance, performance and enforcement of this Note, except as specifically
otherwise provided in the Credit Agreement, and assent to extensions of time of payment or
forbearance or other indulgence without notice.



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IN WITNESS WHEREOF, the undersigned has by its duly authorized officer executed this
Note on the day and year first above written.




GLADSTONE COMMERCIAL LIMITED


PARTNERSHIP, a Delaware limited partnership




	 	 	 	By: GCLP Business
Trust II, a Massachusetts business trust, its sole
general partner






	 	 	 	By:






Name:




Title:




	 	 	 	By:






Name:




Title:



(SEAL)





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