Exhibit 10.17


 


EXECUTION COPY


 


AMENDMENT NO. I TO

CREDIT AGREEMENT


 


THIS
AMENDMENT NO. I TO CREDIT AGREEMENT (this “Amendment”) dated as of
September 17, 2003, is entered into among GLADSTONE BUSINESS LOAN, LLC, as
the Borrower, CONCORD MINUTEMEN CAPITAL COMPANY, LLC and PUBLIC SQUARE FUNDING
LLC, as CP Lenders (collectivdy, the “CP Lenders”), CANADIAN IMPERIAL
BANK OF COMMERCE (“CIBC”) and KEYBANK, NATIONAL ASSOCIATION (“KeyBank”),
as Committed Lenders (col1ectively, the “Committed Lenders”), (CIBC
and KeyBank as Managing Agents (in such capacity, collectively the “Managing
Agents”) and (CIBC as Administrative Agent (in such capacity, the “Administrative
Agent”). Capitalized terms used herein without definition shall have the
meanings ascribed thereto in the “Credit Agreement” referred to below.


 


PRELIMINARY STATEMENTS


 


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


 


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


 


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


 


(i) to delete clause (xviii) of the definition of “Eligible
Loan” and substitute the following therefor:


 


(xviii)
the addition of which to the Transferred Loans will not cause (a) the remaining
weighted average life of the Transferred Loans to exceed 48 months, (b) the
weighted average interest rate in respect of Transferred Loans which accrue
interest at a fixed rate to be less than 8.0%, (c) the weighted average
interest rate in respect of Transferred Loans which accrue interest at a
floating rate (A) if the weighted average risk rating of the portfolio is
greater than or equal to 4.5 (or the equivalent of a rating greater than B-/B3
by S&P and Moody’s respectively), as detennined by the Scrvicer’s risk
rating model, for such Transferred Loans which are Senior Debt Loans, to be
less than the sum of the LIBO Rate plus 4.0% and for all other Transferred Loans,
(x) to be less than the sum of the LIBO Rate plus 5.00% or (y) to be less than
8.0% or (B) if the weighted average risk


 

















 


rating
of the portfolio is less than 4.5, as detennined by the Servicer’s risk rating
model, (x) to be less than the sum of the LIBO Rate plus 5.00% or (y) to be
less than 8.0% or (d) the weighted average risk rating of the portfolio to be
less than 4 (or the equivalent of B-/B3 by S&P and Moody’s respectively),
as determined by the Servicer’s risk rating model; and


 


(ii) to amend Section 1.1 to insert the
following defined term in appropriate alphabetical order therein:


 


“Senior Debt Loan” means a Loan which (a) has a risk rating equal to or greater than 5.5
(or the equivalent of a rating greater than B/B2
by S&P and Moody’s respectively), as determined by the
Servicer’s risk rating model and (b) is not subordinated to any other
indebtedness of the applicable Obligor.


 


SECTION 2.
Representations and Warranties. The Borrower hereby represents and
warrants to each ofthe other parties hereto, that:


 


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


 


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


 


SECTION 3.
Conditions Precedent. This Amendment shall become effective on the first
Business 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 Credit Agreement”, “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) each reference 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 otherwise modified hereby.


 


(b) Except as specifically amended, terminated or
otherwise modified above, the terms and conditions 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 and confirmed.


 


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(c) The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any light, power or remedy
ofthe 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 a waiver of any
provision contained therein, in each case except as specifically set forth
herein.


 


SECTION 5.
Execution in Counterparts. 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
an of which taken together shall constitute bur 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.
Goveming Law. This Amendment shall be govemed 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 and shall not constitute a part ofthis
Amendment for any other purpose.


 


SECTION 8.
Fees and Expenses. Seller hereby confinns its af,rreement 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 of the other instruments, documents and agreements to he
executed and/or delivered in connection herewith, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel to the
Administrative Agent, Managing Agents or Lenders with respect thereto.


 


[Remainder of Page Deliberately Left Blank]


 


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


 


 


	
   

  	
  GLADSTONE BUSINESS LOAN, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David Gladstone

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Gladstone

  
	
   

  	
   

  	
   

  	
  Title:  Chairman

  



 

















 


 


	
   

  	
  CONCORD MINUTEMEN CAPITAL COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ R. Scott Chisholm

  	
   

  
	
   

  	
   

  	
  Name: R. Scott Chisholm

  
	
   

  	
   

  	
  Title:  Authorized Signer

  
						



 


 


	
   

  	
  CANADIAN IMPERIAL BANK OF COMMERCE, as a

  Committed Lender, Managing Agent and Administrative

  Agent

  



 


 


	
   

  	
  By:

  	
  /s/ Mark D. O’Keefe

  	
   

  
	
   

  	
   

  	
  Name: Mark D. O’Keefe

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  



 


 


	
   

  	
  By:

  	
  /s/ Jim Lees

  	
   

  
	
   

  	
   

  	
  Name: Jim Lees

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  



 

















 


	
   

  	
  PUBLIC SQUARE FUNDING LLC, as CP Lender and

  Committed Lender  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Douglas K. Johnson

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Douglas K. Johnson

  
	
   

  	
   

  	
   

  	
  Title:  President

  
							



 


 


	
   

  	
  KEYBANK, NATIONAL ASSOCIATION, as Managing Agent  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Anthony Bulic

  	
   

  
	
   

  	
   

  	
  Name: Anthony Bulic

  
	
   

  	
   

  	
  Title:  Vice President