EX-10.4






Exhibit 10.4



JOINDER AGREEMENT




Reference is made to that certain Fifth Amended and Restated Credit Agreement dated as of
April 30, 2013 by and among Gladstone Business Investment, LLC, Gladstone Management Corporation,
as Servicer, the Lenders and Managing Agents parties thereto from time to time, and Key Equipment
Finance, a division of KeyBank National Association, as Administrative Agent (as amended, modified
or restated from time to time, the “Credit Agreement”). Capitalized terms used and not
otherwise defined herein are used with the meanings set forth or incorporated by reference in the
Credit Agreement.



Talmer Bank and Trust (the “New Managing Agent”), Talmer Bank and Trust (the “New
Lender”; and together with the New Managing Agent, the “New Lender Group”), the
Administrative Agent, the Borrower and the Servicer agree as follows:



1. Borrower has requested that the New Lender Group become a “Lender Group” under the Credit
Agreement.



2. The effective date (the “Effective Date”) of this Joinder Agreement shall be the
later of (i) the date on which a fully executed copy of this Joinder Agreement is delivered to the
Administrative Agent and (ii) the date of this Joinder Agreement.



3. By executing and delivering this Joinder Agreement, each of the New Managing Agent and the
New Lender (i) confirms that it has received a copy of the Credit Agreement and such Transaction
Documents and other documents and information requested by it, and that it has, independently and
without reliance upon Borrower, Servicer, any Lender, any Managing Agent or the Administrative
Agent, and based on such documentation and information as it has deemed appropriate, made its own
decision to enter into this Joinder Agreement; (ii) agrees that it shall, independently and without
reliance upon Borrower, Servicer, any Lender, any Managing Agent or the Administrative Agent, and
based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Credit Agreement and any of the
Transaction Documents; (iii) appoints and authorizes the Administrative Agent to take such action
on its behalf and to exercise such powers and discretion under the Credit Agreement and the
Transaction Documents as are delegated to the Administrative Agent by the terms hereof and thereof,
together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it
shall perform in accordance with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Managing Agent and a Lender, respectively; (v)
specifies as its address for notices the office set forth beneath its name on the signature pages
of this Joinder Agreement; and (vi) in the case of the New Lender, appoints and authorizes the New
Managing Agent as its Managing Agent to take such action as a managing agent on its behalf and to
exercise such powers under the Credit Agreement, as are delegated to the Managing Agents by the
terms thereof.



4. On the Effective Date of this Joinder Agreement, both of the New Managing Agent and the New
Lender shall join in and be a party to the Credit Agreement and, to the extent provided in this
Joinder Agreement, shall have the rights and obligations of a Managing Agent, and a Lender,
respectively, under the Credit Agreement.



5. This Joinder Agreement may be executed by one or more of the parties on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute
one and the same instrument.



6. This Joinder Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.



IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first written below, such
execution being made on Schedule I hereto.



* * * * *





1






Schedule I

to

Joinder Agreement

Dated September 19, 2014




	 	 	 	 	 
	Section 1.
	 	 	 	 
	 
	 	 	 	 
	The “Commitment” with respect to the New Lender is:

	Talmer Bank and Trust
	 	$	10,000,000.00	 






	 	 	 
	Section 2.
	 	


	 
	 	


	The “Group Advance Limit” with respect to the New Lender Group is $10,000,000.00.
	NEW LENDER:
	 	TALMER BANK AND TRUST

By:      /s/ Mark Smaizys—

	 	 	 

	 	 	Name: Mark Smaizys

Title: Associate Managing Director

Address for notices:

	NEW MANAGING AGENT:
	 	[2301 Big Beaver Road, Suite 525

Troy, Michigan 48804

Fax:       ]

[333 West Wacker Drive, Suite 710

Chicago, Illinois 60606

Attn: Mark Smaizys

Fax:       ]

TALMER BANK AND TRUST








	 	 	By:      /s/ Mark Smaizys      

Name: Mark Smaizys

Title: Associate Managing Director





Address for notices:




[2301 Big Beaver Road, Suite 525


Troy, Michigan 48804


Fax:       ]




[333 West Wacker Drive, Suite 710


Chicago, Illinois 60606


Attn: Mark Smaizys


Fax:       ]



Consented to this       19th       day of September, 2014 by:



KEY EQUIPMENT FINANCE,


A DIVISION OF KEYBANK NATIONAL ASSOCIATION,


as Administrative Agent



By:      /s/ Richard S. Andersen      

Name: Richard S. Andersen

Title: Designated Signer




GLADSTONE BUSINESS INVESTMENT, LLC,





as Borrower



By:      /s/ David Watson—

Name: David Watson

Title: CFO and Treasurer




GLADSTONE MANAGEMENT CORPORATION,





as Servicer



By:            /s/ David Gladstone      

Name: David Gladstone

Title: Chairman and CEO





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