EX-10.2






EXHIBIT 10.2




FIRST AMENDMENT TO CREDIT AGREEMENT




THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 20,
2007, by and among GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership
(“Borrower”), the “Guarantors” a party hereto (the “Guarantors”), KEYBANK NATIONAL
ASSOCIATION (“KeyBank”), as Agent for itself and the other Lenders from time to time a
party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is
hereinafter referred to as “Agent”), and each of the undersigned “Lenders” (hereinafter
referred to collectively as the “Lenders”).



W I T N E S S E T H:




WHEREAS, the Borrower, KeyBank, Agent and the other Lenders, among others, are party to that
certain Senior Secured Revolving Credit Agreement dated as of December 29, 2006, (as the same may
be varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated,
the “Credit Agreement”); and



WHEREAS, the Borrower has requested that the Lenders modify the Credit Agreement in certain
respects and the Lenders have agreed to modifications on the terms and conditions set forth below;



NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth
hereinbelow, and for other good and valuable consideration, the receipt, adequacy, and sufficiency
of which are hereby acknowledged, and as a material inducement to the Lenders to agree to such
modifications, the parties do hereby covenant and agree as follows:



Definitions. Capitalized terms used in this Amendment, but which are not otherwise
expressly defined in this Amendment, shall have the respective meanings given thereto in the Credit
Agreement.



Modifications of the Credit Agreement. The Borrower, Agent and the Lenders do hereby
modify and amend the Credit Agreement as follows:




	 	 	Section 5.3(a) of the Credit Agreement is hereby deleted in its entirety and the following is
inserted in lieu thereof:






“§5.3 Addition of Equity Interests.




(a) After the Closing Date, the Borrower shall have the right, subject to the
consent of the Agent and the Required Lenders (which consent may be withheld in
their sole and absolute discretion) and the satisfaction by the Borrower of the
conditions set forth in this §5.3, to add Potential Collateral to the Collateral for
the purpose of increasing the Borrowing Base Value. In the event the Borrower
desires to add additional Potential Collateral as aforesaid, the Borrower shall
provide written notice to the Agent of such request (which the Agent shall promptly
furnish to the Lenders), together with all documentation and other information
reasonably required to permit the Agent to determine whether the assets to which
such Potential Collateral relates are Eligible Real Estate or an Eligible Note
Receivable. Agent shall provide the documentation and other information described
in §5.3(a)(i)-(vii) to the Lenders within three (3) Business Days of receipt. Upon
receipt by the Agent and the Lenders of the documentation and other information
described in §5.3(a)(i), (ii), (vi) and (vii), the Agent shall have ten (10)
Business Days from the date of the receipt of the last of such documentation and
other information to advise the Borrower whether the Required Lenders consent to the
acceptance of such Potential Collateral. If a Lender shall fail to respond within
such ten (10) Business Day period, such Lender shall be deemed to have approved such
proposed Potential Collateral. Subject to clause (B) of the last paragraph of this
§5.3(a) and notwithstanding the foregoing, no Potential Collateral shall be included
as Collateral unless and until the following conditions precedent shall have been
satisfied:




(i) Borrower shall have delivered to Agent a written request to add such
Potential Collateral as Collateral, together with a description of such Potential
Collateral;




(ii) the owner of the Eligible Real Estate or Eligible Note Receivable shall be
a wholly-owned Subsidiary of Borrower;




(iii) the owner of such Eligible Real Estate or Eligible Note Receivable (and
any indirect owner of such Subsidiary) shall have executed a Joinder Agreement and
satisfied the conditions of §5.5;




(iv) the Borrower or such Subsidiary, as applicable, shall have executed and
delivered to the Agent all Eligible Real Estate Qualification Documents, all of
which instruments, documents or agreements shall be in form and substance reasonably
satisfactory to the Agent;




(v) Agent and Borrower shall have entered into an amendment to the Assignment
of Interests such that Agent shall have a first priority perfected lien on 100% of
the Equity Interests in such Subsidiary owning such Eligible Real Estate or Eligible
Note Receivable, and Borrower shall have delivered to Agent certificates evidencing
such Equity Interests together with such transfer powers or assignments as Agent may
reasonably require, and Agent shall have recorded such UCC financing statements or
amendments thereto reflecting such pledge as Agent may reasonably require (Agent
agreeing to promptly send for filing such amendments);




(vi) prior to or contemporaneously with such addition, Borrower shall have
submitted to Agent a Borrowing Base Certificate prepared on a pro forma basis (and
adjusted to give effect to such addition) and shall certify that after giving effect
of such addition, no Default or Event of Default shall exist;




(vii) after giving effect to the inclusion of such Potential Collateral, each
of the representations and warranties made by or on behalf of the Borrower or the
Guarantors or any of their respective Subsidiaries contained in this Agreement, the
other Loan Documents or in any document or instrument delivered pursuant to or in
connection with this Agreement shall be true in all material respects both as of the
date as of which it was made and shall also be true as of the time of the addition
of such Potential Collateral, with the same effect as if made at and as of that time
(it being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct only
as of such specified date) and except to the extent of any changes resulting from
transactions permitted by this Agreement that singly or in the aggregate have not
had or could not reasonably be expected to have a Material Adverse Effect, and no
Default or Event of Default shall have occurred and be continuing (including,
without limitation, any Default under §7.18), and the Agent shall have received a
certificate of the Borrower to such effect; and




(viii) Agent shall have received the prior written consent of the Required
Lenders to the inclusion of such Potential Collateral as Collateral.




Notwithstanding anything to the contrary herein, (A) in the event such
Potential Collateral can not qualify as such, such Potential Collateral shall be
included as Collateral so long as the Agent shall have received the prior written
consent of each of the Required Lenders to the inclusion of such Potential
Collateral and (B) Potential Collateral shall be deemed to be included as Collateral
and a Borrowing Base Asset upon receipt by Borrower of written confirmation from
Agent that Borrower has satisfied the conditions precedent set forth in clauses (i),
(ii), (vi), (vii) and (viii) of this §5.3(a) (it being understood that for purposes
of satisfying such clauses (ii) and (vii), Borrower may deliver a certification
covering such matters, in form and substance satisfactory to Agent) and that the
Eligible Real Estate Qualification Documents listed as items (h) and (j) through (n)
on Schedule 1.2 to this Agreement have been received and approved by the Agent (the
“Agent’s Confirmation”). Agent shall, within ten (10) Business Days from the date
of the receipt of the last of such documentation and other information, either
deliver to Borrower the Agent’s Confirmation or notify Borrower of any additional
documentation or other information required to satisfy such conditions; provided
that, if Agent shall fail to so respond within such ten (10) Business Day period
Agent shall be deemed to have delivered the Agent’s Confirmation to Borrower.
Notwithstanding any consent or deemed consent by the Required Lenders to the
inclusion of any Potential Collateral as Collateral and a Borrowing Base Asset or
receipt or deemed receipt of the Agent’s Confirmation, with respect to such
Potential Collateral, absent the satisfaction of all other previously unsatisfied
conditions precedent set forth in this §5.3(a), including, without limitation, the
delivery of any previously undelivered Eligible Real Estate Qualification Documents,
within forty-five (45) days following the date of receipt or deemed receipt by
Borrower of Agent’s Confirmation, the inclusion of such Potential Collateral as
Collateral shall be deemed ineffective at the end of such forty-five (45) day
period, and such Collateral shall immediately be removed as a Borrowing Base Asset.”




	 	 	Clause (f) of Schedule 1.2 of the Credit Agreement is hereby deleted in its entirety and the
following is inserted in lieu thereof:






“(f) UCC Search. A report from a title insurance company, records
search firm, or counsel satisfactory to the Agent that a search of the appropriate
public records disclosed no financing statements or notice filings which affect any
property, rights or interests of the Borrower or such Subsidiary Guarantor that are
or are intended to be subject to the security interest, security title, assignments,
and mortgage liens created by the Security Documents or affecting the Eligible Real
Estate or Eligible Note Receivable except to the extent that the same are discharged
and removed prior to or simultaneously with the inclusion of the Equity Interests in
the Collateral.”



Conditions. The effectiveness of this Amendment shall be subject to the satisfaction
of the following conditions precedent (the date all such conditions have been satisfied or waived
in writing by the Lenders hereinafter referred to as the “Amendment Effective Date”):




	 	 	No Default. There shall exist no Default or Event of Default.






	 	 	Representations and Warranties. The representations and warranties contained in Section 6
of the Loan Agreement shall have been true and correct in all material respects when made and
shall also be true and correct in all material respects on the Amendment Effective Date
(except to the extent such representations and warranties specifically relate to an earlier
date, in which case they shall have been true and correct in all material respects as of such
earlier date).





References to Loan Agreement. All references in the Loan Documents to the Credit
Agreement shall be deemed a reference to the Credit Agreement, as modified and amended herein.



Consent of Borrower and Guarantors. Borrower and Guarantors hereby acknowledge,
represent and agree that the Loan Documents remain in full force and effect and constitute the
valid and legally binding obligations of the Borrower and the Guarantors enforceable against such
Persons in accordance with their respective terms.



Representations. Each of the Borrower and each Guarantor represents and warrants to
Agent and the Lenders as follows:



Authorization. The execution, delivery and performance of this Amendment and the
transactions contemplated hereby (i) are within the authority of the Borrower and such Guarantor,
(ii) have been duly authorized by all necessary proceedings on the part of the Borrower and such
Guarantor, (iii) do not and will not conflict with or result in any breach or contravention of any
provision of law, statute, rule or regulation to which the Borrower or such Guarantor is subject or
any judgment, order, writ, injunction, license or permit applicable to the Borrower or such
Guarantor, (iv) do not and will not conflict with or constitute a default (whether with the passage
of time or the giving of notice, or both) under any provision of the articles of incorporation,
bylaws, operating agreement, partnership agreement, declaration of trust or other charter documents
of, or any agreement or other instrument binding upon, the Borrower or such Guarantor, or any of
their respective properties, (v) do not and will not result in or require the imposition of any
lien or other encumbrance on any of the properties, assets or rights of the Borrower or any
Guarantor, and (vi) do not require the approval or consent of any Person other than those already
obtained and delivered to Agent, except, in the case of clauses (iii), (iv) or (vi) above, to the
extent not reasonably expected to have a Material Adverse Effect.



Enforceability. The execution and delivery of this Amendment are valid and legally
binding obligations of the Borrower and the Guarantors, enforceable in accordance with the
respective terms and provisions hereof, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors’ rights and except to the extent that availability of the remedy of
specific performance or injunctive relief is subject to the discretion of the court before which
any proceeding therefor may be brought.



Approvals. The execution, delivery and performance of this Amendment and the
transactions contemplated hereby and thereby do not require the approval or consent of, or filing
with, any governmental agency or authority other than those already obtained.



No Default. By execution hereof, the Borrower certifies that no Default or Event of
Default has occurred and is continuing.



Waiver of Claims. Each of the Borrower and each Guarantor acknowledges, represents and
agrees that it has no defenses, setoffs, claims, counterclaims or causes of action of any kind or
nature whatsoever with respect to the Loan Documents, the administration or funding of the Loan or
with respect to any acts or omissions of Agent or any Lender, or any past or present officers,
agents or employees of Agent or any Lender, and the Borrower does hereby expressly waive, release
and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action, if
any.



Ratification. Except as hereinabove set forth, all terms, covenants and provisions of
the Credit Agreement remain unaltered and in full force and effect, and the parties hereto do
hereby expressly ratify and confirm the Loan Documents and the Credit Agreement as modified and
amended herein. Nothing in this Amendment shall be deemed or construed to constitute, and there
has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or
substitution of the indebtedness evidenced by the Notes or the other obligations of the Borrower or
any Guarantor under the Loan Documents.



Amendment as Loan Document. This Amendment shall constitute a Loan Document.



Counterparts. This Amendment may be executed in any number of counterparts which
shall together constitute but one and the same agreement.



Miscellaneous. This Amendment shall be construed and enforced in accordance with the
laws of the State of New York. This Amendment shall be effective upon the execution hereof by
Borrower, Guarantors, Agent and the Lenders and shall be binding upon and shall inure to the
benefit of the parties hereto and their respective permitted successors, successors-in-title and
assigns as provided in the Credit Agreement. All captions in this Amendment are included herein
for convenience of reference only and shall not constitute part of this Amendment for any other
purpose.



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IN WITNESS WHEREOF, the parties hereto, acting by and through their respective duly
authorized officers and/or other representatives, have duly executed this Amendment, under seal, as
of the day and year first above written.




BORROWER:




GLADSTONE COMMERCIAL LIMITED


PARTNERSHIP, a Delaware limited partnership




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






By:

Name: David Gladstone

Title: Trustee





By:

Name: George Stelljes III

Title: Trustee




(SEAL)





GUARANTORS:




GLADSTONE COMMERCIAL CORPORATION, a Maryland
corporation




By:

Name:

Title:




1




GLADSTONE LENDING LLC, a Delaware limited liability




company




By: Gladstone Commercial Limited Partnership, a
Delaware limited partnership, its Manager




By: GCLP Business Trust II, a Massachusetts
business trust, its General Partner




By:

Name: David Gladstone

Title: Trustee





By:

Name: George Stelljes III

Title: Trustee




(SEAL)





CMS06-3 LLC, a Delaware limited liability company




By: Gladstone Commercial Limited Partnership, a
Delaware limited partnership, its Manager




By: GCLP Business Trust II, a Massachusetts
business trust, its General Partner




By:

Name: David Gladstone

Title: Trustee





By:

Name: George Stelljes III

Title: Trustee




(SEAL)





2







GCC NORFOLK LLC, a Delaware limited liability company




By: Gladstone Commercial Limited Partnership, a
Delaware limited partnership, its Manager




By: GCLP Business Trust II, a Massachusetts
business trust, its General Partner




By:

Name: David Gladstone

Title: Trustee





By:

Name: George Stelljes III

Title: Trustee




(SEAL)





MPI 06 MASON OH LLC, a Delaware limited liability
company




By: Gladstone Commercial Limited Partnership, a
Delaware limited partnership, its Manager




By: GCLP Business Trust II, a Massachusetts
business trust, its General Partner




By:

Name: David Gladstone

Title: Trustee





By:

Name: George Stelljes III

Title: Trustee




(SEAL)






3







WPI07 TULSA OK LLC, a Delaware limited liability
company




By: Gladstone Commercial Limited Partnership, a
Delaware limited partnership, its Manager




By: GCLP Business Trust II, a Massachusetts
business trust, its General Partner




By:

Name: David Gladstone

Title: Trustee





By:

Name: George Stelljes III

Title: Trustee




(SEAL)





APML07 HIALEAH FL LLC, a Delaware limited liability
company




By: Gladstone Commercial Limited Partnership, a
Delaware limited partnership, its Manager




By: GCLP Business Trust II, a Massachusetts
business trust, its General Partner




By:

Name: David Gladstone

Title: Trustee





By:

Name: George Stelljes III

Title: Trustee




(SEAL)






4







EI07 TEWKSBURY MA LLC, a Delaware limited liability
company




By: Gladstone Commercial Limited Partnership, a
Delaware limited partnership, its Manager




By: GCLP Business Trust II, a Massachusetts
business trust, its General Partner




By:

Name: David Gladstone

Title: Trustee





By:

Name: George Stelljes III

Title: Trustee




(SEAL)





NJT06 STERLING HEIGHTS MI LLC,


a Michigan limited liability company




By: Gladstone Commercial Limited Partnership, a
Delaware limited partnership, its General Partner




By: GCLP Business Trust II, a Massachusetts
business trust, its General Partner




By:      

Name: David Gladstone

Title: Trustee





By:

Name: George Stelljes III

Title: Trustee




(SEAL)



5




LENDERS:




KEYBANK NATIONAL ASSOCIATION, individually and as
Agent




By:

Name:

Title:





EMIGRANT REALTY FINANCE LLC




By:

Name:

Title:





BRANCH BANKING AND TRUST COMPANY




By:

Name:

Title:





FIRST HORIZON BANK, a division of First Tennessee




Bank, NA




By:

Name:

Title:






6