Exhibit
10.1


Execution
Version


AMENDMENT NO. 3 

TO

AMENDED AND RESTATED CREDIT AGREEMENT


THIS
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
dated as of May 25, 2007, is entered into among GLADSTONE BUSINESS LOAN, LLC,
(the “Borrower”), DEUTSCHE BANK AG, NEW YORK BRANCH (“Deutsche Bank”)
and KEYBANK, NATIONAL ASSOCIATION (“KeyBank”), as Committed Lenders
(collectively, the “Committed Lenders”), Deutsche Bank and KeyBank as
Managing Agents (in such capacity, collectively the “Managing Agents”)
and Deutsche Bank 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 Amended and Restated Credit Agreement, dated as of May 26, 2006,
among the Borrower, Gladstone Management Corporation, as Servicer, the CP
Lenders, the Committed Lenders, the Managing Agents and the Administrative
Agent (as amended, modified or supplemented 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
set forth in Section 3 hereof, the parties hereto hereby agree:


(a)           to delete the definition of “Availability”
in Section 1.1 of the Credit Agreement and substitute the following therefor:


Availability: 
On any day, the lesser of (i) the amount by which the sum of (1) the
Borrowing Base plus (2) the amount of cash in the Pending Account exceeds the
sum of (A) Advances Outstanding and (B) the aggregate outstanding
unfunded commitments under the Revolver Loans on such day and (ii) the amount by which the Facility
Amount exceeds the sum of (A) Advances Outstanding and (B) the aggregate
outstanding unfunded commitments under the Revolver Loans on such day; provided, however,
during the Amortization Period, the Availability shall be zero.


(b)           to delete clause (a) in the
definition of “Commitment” in Section 1.1 of the Credit Agreement and
substitute the following therefor:


(a) For each Committed Lender, the commitment of such
Committed Lender to fund any Advance to the Borrower in an amount not to exceed
$110,000,000, as such amount may be modified in accordance with the terms
hereof;













(c)           to delete the definition of “Commitment
Termination Date” in Section 1.1 of the Credit Agreement and substitute the
following therefor:


Commitment
Termination Date:  May 23, 2008, or such later
date to which the Commitment Termination Date may be extended (if extended) in
the sole discretion of the Lenders in accordance with the terms of Section
2.1(b).


(d)           to delete clause (xxiii) of the definition
of “Eligible Loan” in Section 1.1 of the Credit Agreement and substitute
the following therefor:


(xxiii)  if such Loan is
a Revolver Loan, the revolving credit commitment of the Borrower to the
applicable Obligor thereunder (A) is between (1) $500,000 and (2) an amount
equal to $8,800,000 and (B) shall have a term to maturity of three years or
less; and


(e)           to delete the definition of “Facility
Amount” in Section 1.1 of the Credit Agreement and substitute the following
therefor:


Facility Amount: 
At any time, $220,000,000; provided,
however, that on or after the Termination
Date, the Facility Amount shall be equal to the amount of Advances outstanding.


(f)            to delete the definition of “Large
Loan Limit” in Section 1.1 of the Credit Agreement and substitute the
following therefor:


Large Loan Limit: 
For Eligible Loans of each Obligor, an amount equal to $17,600,000.


(g)           to delete the definition of “Moody’s
Industry Classifications” in Section 1.1 of the Credit Agreement and
substitute the following therefor:


Moody’s Industry
Classifications:
The classifications as set forth in Exhibit N. The classification under which
an Eligible Loan is categorized shall be determined on the date of origination
in the reasonable discretion of the Borrower.


(h)           to delete the definition of “Payment
Date” in Section 1.1 of the Credit Agreement and substitute the following
therefor:


Payment Date: 
The ninth (9th) day of each calendar month or, if such day is not a
Business Day, the next succeeding Business Day; provided that for
purposes of distributions required pursuant to Section 2.8(a)(vii) only,
“Payment Date” shall mean any Business Day.



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(i)            to insert the following definition
of “Pending Account” in Section 1.1 of the Credit Agreement in
appropriate alphabetical order therein:


Pending Account: 
An account, subject to a control agreement in form and substance
acceptable to the Administrative Agent, maintained in the name of the Borrower
for the purpose of receiving the proceeds of Advances.


(j)            to delete the definition of “Required
Equity Investment” in Section 1.1 of the Credit Agreement and substitute
the following therefor:


Required Equity
Investment:  The minimum amount of equity investment in
the Borrower which shall be maintained by the Originator, in the form of Eligible
Loans and/or cash having an outstanding principal balance at all times prior to
the Termination Date of an amount equal to the greater of (i) $75,000,000 or
(ii) the sum of the Outstanding Loan Balances of the five largest Eligible
Loans included as part of the Collateral.


(k)           to delete Section 2.2(e) of
the Credit Agreement in its entirety, and to substitute the following therefor:


(e)  Each
Funding Request shall specify the aggregate amount of the requested Advance,
which shall be in an amount equal to at least $500,000.  Each Funding Request shall be accompanied by
(i) a Borrower Notice, depicting the outstanding amount of Advances under this
Agreement and representing that all conditions precedent for a funding have
been met, including a representation by the Borrower that the requested Advance
shall not, on the Funding Date thereof, exceed the Availability on such day,
(ii) a calculation of the Borrowing Base as of the applicable Funding Date
(which calculation may, for avoidance of doubt, take into account (i) Loans
which will become Transferred Loans on or prior to such Funding Date and (ii)
any portion of such Advance which is to be deposited in the Pending Account at
funding), (iii) an updated Loan List including each Loan that is subject to the
requested Advance, (iv) the proposed Funding Date, and (v) wire transfer
instructions for the Advance.  A Funding
Request shall be irrevocable when delivered; provided  however,
that if the Borrowing Base calculation delivered pursuant to 



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clause (ii) above includes a Loan which does not
become a Transferred Loan on or before the applicable Funding Date as
anticipated, and the Borrower cannot otherwise make the representations
required pursuant to clause (i) above, the Borrower shall revise the Funding Request
accordingly, and shall pay any loss, cost or expense incurred by any Lender in
connection with the broken funding evidenced by such revised Funding Request.


(l)            to insert the following Section
2.15 in the Credit Agreement in appropriate numeric order therein:


Section 2.15  Pending Account.


(a)  The
Borrower or the Servicer on its behalf shall cause to be established, on or
before the Closing Date, and maintained in the name of the Borrower and
assigned to the Administrative Agent as agent for the Secured Parties, with an
office or branch of a depository institution or trust company organized under
the laws of the United States or any one of the States thereof or the District
of Columbia (or any domestic branch of a foreign bank) a segregated corporate trust
account (the “Pending Account”) for the purpose
of receiving proceeds of Advances and funding purchases of Eligible Loans.


(b)  Funds
deposited in the Pending Account shall be used to purchase Eligible Loans
within 3 Business Days of deposit.  Any
funds not used within such 3 Business Day period shall, unless otherwise
approved by the Administrative Agent in its sole discretion, be used to make a
prepayment of the Advances Outstanding pursuant to Section 2.3(b).  Notice of such prepayment shall be given on
the Business Day immediately succeeding the expiration of such 3 Business Day
period, and such prepayment shall take place on the earliest possible Business
Day following such notice.


(m)          to amend Section 11.1(a)(ii)(A)
of the Credit Agreement to delete the words “(A) to any other issuer of
commercial paper notes sponsored or administered by the Managing Agent of such
CP Lender’s Lender Group” and substitute “(A) to any other issuer of commercial
paper notes sponsored or administered by the Managing Agent of such CP Lender’s
Lender Group (or, in the case of the Lender Group for which KeyBank, National
Association acts as Managing Agent, to any other issuer of commercial paper
notes sponsored or administered by such Managing Agent or for which Liberty Hampshire
Company, LLC provides services)” therefor



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(n)           Exhibit N of the Credit
Agreement is hereby deleted in its entirety, and Exhibit N attached hereto
subsituted therefor.


SECTION
2.  Representations and Warranties.  The Borrower hereby represents and warrants
to each of the 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 Termination Event or Unmatured Termination Event
has occurred and is continuing.


SECTION 3.  Conditions.


(a)           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 (including all other amendments thereto), 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.


(c)           The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any 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 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 all of which taken together shall constitute but
one and the same instrument.  Delivery of
an executed counterpart of a signature page to this Amendment by telecopier or
electronic delivery shall be effective as delivery of a manually executed
counterpart of this Amendment.



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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 and shall not constitute a
part of this Amendment for any other purpose.


SECTION 8.  Fees and Expenses.  The Borrower further hereby confirms 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 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 counsel to the Administrative Agent, Managing Agents
or Lenders with respect thereto.


 


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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, as Borrower

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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Signature Page to
Amendment No. 3











 


	
  

  	
   

  	
  DEUTSCHE BANK AG, NEW YORK BRANCH, 

  as a Committed Lender,

  Managing Agent and Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  TAHOE FUNDING CORP., as CP Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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Signature Page to
Amendment No. 3


 











 


	
  

  	
   

  	
  KEYBANK, NATIONAL ASSOCIATION,

  as a Committed
  Lender and Managing Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  PUBLIC SQUARE FUNDING LLC, as CP Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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Signature Page to
Amendment No. 3


 











 


EXHIBIT N


	
  1

  	
   

  	
  Aerospace and Defense

  
	
  2

  	
   

  	
  Automobile

  
	
  3

  	
   

  	
  Banking

  
	
  4

  	
   

  	
  Beverage, Food and Tobacco

  
	
  5

  	
   

  	
  Buildings and Real Estate

  
	
  6

  	
   

  	
  Chemicals, Plastics and Rubber

  
	
  7

  	
   

  	
  Containers, Packaging and Glass

  
	
  8

  	
   

  	
  Personal and Non-Durable Consumer Products (Manufacturing
  Only)

  
	
  9

  	
   

  	
  Diversified/Conglomerate Manufacturing

  
	
  10

  	
   

  	
  Diversified/Conglomerate Service

  
	
  11

  	
   

  	
  Diversified Natural Resources, Precious Metals and
  Minerals

  
	
  12

  	
   

  	
  Ecological

  
	
  13

  	
   

  	
  Electronics

  
	
  14

  	
   

  	
  Finance

  
	
  15

  	
   

  	
  Farming and Agriculture

  
	
  16

  	
   

  	
  Grocery

  
	
  17

  	
   

  	
  Healthcare, Education and Childcare

  
	
  18

  	
   

  	
  Home and Office Furnishings, Housewares and Durable
  Consumer Products

  
	
  19

  	
   

  	
  Hotels, Motels, Inns and Gaming

  
	
  20

  	
   

  	
  Insurance

  
	
  21

  	
   

  	
  Leisure, Amusement, Motion Pictures, Entertainment

  
	
  22

  	
   

  	
  Machinery (Non-Agriculture, Non-Construction and
  Non-Electronic)

  
	
  23

  	
   

  	
  Mining, Steel, Iron and Non-Precious Metals

  
	
  24

  	
   

  	
  Oil and Gas

  
	
  25

  	
   

  	
  Personal, Food and Miscellaneous Services

  
	
  26

  	
   

  	
  Printing and Publishing

  
	
  27

  	
   

  	
  Cargo Transport

  
	
  28

  	
   

  	
  Retail Store

  
	
  29

  	
   

  	
  Telecommunications

  
	
  30

  	
   

  	
  Textiles and Leather

  
	
  31

  	
   

  	
  Personal Transportation

  
	
  32

  	
   

  	
  Utilities

  
	
  33

  	
   

  	
  Broadcasting and Entertainment

  
	
  34

  	
   

  	
  CDO/ABS