EX-10.1






EXHIBIT 10.1




GOOD 11/SECOND AMENDMENT TO CREDIT AGREEMENT AND UNCONDITIONAL GUARANTY OF PAYMENT AND

PERFORMANCE




THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND UNCONDITIONAL GUARANTY OF PAYMENT AND
PERFORMANCE (this “Amendment”), dated as of November  20 , 2014, 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, Agent, KeyBank and the other Lenders, among others, are party to that
certain Credit Agreement dated as of August 7, 2013, as amended by that certain First Amendment to
Credit Agreement dated as of March 28, 2014 (as so amended, the “Credit Agreement”);



WHEREAS, in connection with the Credit Agreement, Gladstone Commercial Corporation, a Maryland
corporation, AL13 Brookwood LLC, a Delaware limited liability company, CMS06-3 LLC, a Delaware
limited liability company , EI07 Tewksbury MA LLC, a Delaware limited liability company, NJT06
Sterling Heights MI LLC, a Delaware limited liability company (“Sterling Heights”), RB08
Concord OH LLC, a Delaware limited liability company, DBPI07 Bolingbrook IL LLC, a Delaware limited
liability company, RCOG07 Georgia LLC, a Delaware limited liability company, and APML07 Hialeah FL
LLC, a Delaware limited liability company, executed and delivered to Agent and Lenders that certain
Unconditional Guaranty of Payment and Performance dated as of August 7, 2013 (the
“Guaranty”);



WHEREAS, OH14 Columbus LLC, a Delaware limited liability company, executed that certain
Joinder Agreement dated as of May 13, 2014, thereby becoming a “Subsidiary Guarantor” and
“Guarantor” under the Loan Documents (as defined in the Guaranty), including, without limitation,
the Guaranty and the Contribution Agreement;



WHEREAS, Sterling Heights was released as a Guarantor under the Guaranty pursuant to that
certain letter agreement dated as of June 9, 2014 executed by Agent;



WHEREAS, CO14 Aurora LLC, a Delaware limited liability company, executed that certain Joinder
Agreement dated as of July 1, 2014, thereby becoming a “Subsidiary Guarantor” and “Guarantor” under
the Loan Documents, including, without limitation, the Guaranty and the Contribution Agreement;



WHEREAS, CO14 Denver LLC, a Delaware limited liability company, executed that certain Joinder
Agreement dated as of October 31, 2014, thereby becoming a “Subsidiary Guarantor” and “Guarantor”
under the Loan Documents, including, without limitation, the Guaranty and the Contribution
Agreement;



WHEREAS, the Borrower and Guarantors have requested that the Agent and the Lenders modify the
terms of the Credit Agreement and the Guaranty in certain respects; and



WHEREAS, the Agent and the Lenders have agreed to make such modifications subject to the
execution and delivery by Borrower and Guarantors of this Amendment.



NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto do hereby covenant and agree as follows:



1. 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.



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



(a) By deleting the reference to “$60,000,000.00” appearing in the definition of “Loan” and
“Loans” in §1.1 of the Credit Agreement, and inserting in lieu thereof “$75,000,000.00”;



(b) By deleting the reference to “$60,000,000.00” appearing in the definition of “Total
Commitment” in §1.1 of the Credit Agreement, and inserting in lieu thereof “$75,000,000.00”;



(c) By deleting the reference to “$75,000,000.00” appearing in the definition of “Commitment
Increase” in §1.1 of the Credit Agreement, and inserting in lieu thereof “$100,000,000.00”;



(d) By deleting the reference to “$75,000,000.00” appearing in the first sentence of §2.10(a)
of the Credit Agreement, and inserting in lieu thereof “$100,000,000.00”; and



(e) By deleting in its entirety Schedule 1 attached to the Credit Agreement, and
inserting in lieu thereof Schedule 1 attached hereto.



3. Modification of Guaranty. Guarantors, Agent and Lenders do hereby modify and amend
the Guaranty as follows:



(a) By deleting the reference to “$60,000,000.00” appearing in the third (3rd) line of
paragraph (a) of the Guaranty, appearing on the first (1st) page thereof, and inserting
in lieu thereof “$75,000,000.00”; and



(b) By deleting the reference to “$75,000,000.00” appearing in the eighth (8th) line of
paragraph (e) of the Guaranty, appearing on the second (2nd) page thereof, and inserting
in lieu thereof “$100,000,000.00”.



4. Commitments.



(a) Borrower hereby requests an increase in the Total Commitment from $60,000,000.00 to
$75,000,000.00 pursuant to Section 2.10 of the Credit Agreement (the “Commitment Increase”)



(b) Borrower and Guarantors hereby acknowledge and agree that as of the effective date of this
Amendment and following satisfaction of all conditions thereto as provided herein, the amount of
each Lender’s Commitment shall be the amount set forth on Schedule 1 attached hereto. In
connection with the Commitment Increase, each of Comerica Bank, Citizens Bank of Pennsylvania and
KeyBank shall be issued a replacement Note in the amount of its Commitment, and (i) KeyBank will
promptly return to Borrower its existing Note in the principal face amount of $30,000,000.00 marked
“Replaced”, (ii) Citizens Bank of Pennsylvania will promptly return to Borrower its existing Note
in the principal face amount of $20,000,000.00 marked “Replaced” and (iii) Comerica Bank will
promptly return to Borrower its existing Note in the principal face amount of $10,000,000.00 marked
“Replaced”.



(c) On the effective date of this Amendment the outstanding principal balance of the Loans
shall be reallocated among the Lenders such that the outstanding principal amount of the Loans owed
to each Lender shall be equal to such Lender’s Commitment Percentage of the outstanding principal
amount of all Loans. The participation interests of the Lenders in Letters of Credit shall be
similarly adjusted.



5. 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”):



(a) No Default. As of the date hereof, both immediately before and after giving
effect to the Commitment Increase, there exists and shall exist no Default or Event of Default.



(b) Representations and Warranties. The representations and warranties made by
Borrower and Guarantors in the Loan Documents or otherwise made by or on behalf of Borrower and
Guarantors in connection therewith or after the date thereof 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
date hereof (except to the extent of any changes resulting from transactions permitted by this
Agreement, and except to the extent such representations relate expressly to an earlier date, which
representations shall be required to be true and correct only as of such specified date), both
immediately before and after the Total Commitment is increased.



(d) Opinion. Borrower shall deliver to Agent an opinion of counsel to Borrowers and
Guarantors addressed to the Agent and Lenders covering such matters as the Agent may reasonably
request and in form and substance reasonably satisfactory to the Agent.



(e) Compliance Certificate. Agent shall have received a duly completed Compliance
Certificate (demonstrating Borrower will be in compliance with the financial covenants in the
Credit Agreement after giving effect to the amendments to the Credit Agreement contemplated
herein).



(f) Certificates. Agent shall have received such other assurances, certificates,
documents, or consents as the Agent or the Lenders may reasonably request.



(g) Fees. Borrower has paid all fees required by the Agreement Regarding Fees and
Section 2.10(d)(i) of the Credit Agreement with respect to the Commitment Increase.



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



7. Acknowledgment 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.



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



(a) 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.



(b) 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.



(c) 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.



9. No Default. By execution hereof, the Borrower certifies that no Default or Event
of Default has occurred and is continuing as of the date hereof or as of the Amendment Effective
Date, both immediately before and after giving effect to the Commitment Increase.



10. 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.



11. 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 and
Guaranty 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.



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



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



13. Miscellaneous. This Amendment shall, pursuant to New York General Obligations Law
Section 5-1401, 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.



[remainder of this page intentionally left blank]




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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: Danielle Jones

Title: Trustee

By:

	 

	Name: Robert Cutlip

Title: Trustee

(SEAL)

	GUARANTORS:

	 

	GLADSTONE COMMERCIAL CORPORATION, a Maryland corporation

By:

	 

	Name: Danielle Jones

Title: Chief Financial Officer







[Signatures Continued on Next Page]






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	AL13 BROOKWOOD LLC, a Delaware limited liability company

Gladstone Commercial Limited Partnership, a Delaware limited partnership, its

manager

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

partner

By:

	 

	Name: Danielle Jones

Title: Trustee

By:

	 

	Name: Robert Cutlip

Title: Trustee

CMS06-3 LLC, a Delaware limited liability company

Gladstone Commercial Limited Partnership, a Delaware limited partnership, its

manager

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

partner

By:

	 

	Name: Danielle Jones

Title: Trustee

By:

	 

	Name: Robert Cutlip

Title: Trustee







[Signatures Continued on Next Page]




	 	 	 
	EI07 TE
	 	WKSBURY MA LLC, a Delaware limited liability company

Gladstone Commercial Limited Partnership, a Delaware limited

partnership, its manager

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

general partner

By:

	 	 	 

	 	 	Name: Danielle Jones

Title: Trustee

By:

	 	 	 

	 	 	Name: Robert Cutlip

Title: Trustee

RB08 CONCORD OH LLC, a Delaware limited liability company

Gladstone Commercial Limited Partnership, a Delaware limited

partnership, its manager

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

general partner

By:

	 	 	 

	 	 	Name: Danielle Jones

Title: Trustee

By:

	 	 	 

	 	 	Name: Robert Cutlip

Title: Trustee







[Signatures Continued on Next Page]






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	DBPI07 BOLINGBROOK IL LLC, a Delaware limited liability company

Gladstone Commercial Limited Partnership, a Delaware limited partnership, its

manager

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

partner

By:

	 

	Name: Danielle Jones

Title: Trustee

By:

	 

	Name: Robert Cutlip

Title: Trustee

RCOG07 GEORGIA LLC, a Delaware limited liability company

Gladstone Commercial Limited Partnership, a Delaware limited partnership, its

manager

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

partner

By:

	 

	Name: Danielle Jones

Title: Trustee

By:

	 

	Name: Robert Cutlip

Title: Trustee







[Signatures Continued on Next Page]





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	APML07 HIALEAH FL LLC, a Delaware limited liability company

Gladstone Commercial Limited Partnership, a Delaware limited partnership, its

manager

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

partner

By:

	 

	Name: Danielle Jones

Title: Trustee

By:

	 

	Name: Robert Cutlip

Title: Trustee

OH14 COLUMBUS LLC, a Delaware limited liability company

By:

	 

	Name: Robert Cutlip

Title: Secretary

CO14 AURORA LLC, a Delaware limited liability company

By:

	 

	Name: Robert Cutlip

Title: Secretary

CO14 DENVER LLC, a Delaware limited liability company

By:

	 

	Name: Robert Cutlip

Title: Secretary







[Signatures Continued on Next Page]





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LENDERS:




KEYBANK NATIONAL ASSOCIATION, individually and as Agent




By:

Name:

Title:





CITIZENS BANK OF PENNSYLVANIA




By:

Name:

Title:





COMERICA BANK




By:

Name:

Title:










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SCHEDULE 1.1

LENDERS AND COMMITMENTS




	 	 	 	 	 	 	 	 	 
	Name and Address

	 	Commitment
	 	Commitment Percentage

	 

	 	 	 	 	 	 	 	 
	KeyBank National Association

127 Public Square

Cleveland, Ohio 44114-1306

Attention: Jason R. Weaver

Telephone: 216-689-7984

Facsimile: 216-689-5819

	 	$35,000,000.00











	 	46.666666666667%












	 

	 	 	 	 	 	 	 	 
	LIBOR Lending Office:

	 	

	 	


	Same as Above

	 	

	 	


	 

	 	

	 	


	Citizens Bank of Pennsylvania

c/o Citizens Bank, N.A.

1215 Superior Avenue

Cleveland, Ohio 44114

Attention: David Jablonowski

Facsimile: 216-277-7106

	 	$25,000,000.00











	 	33.333333333333%












	
 
	 	 	 	 	 	 	 	 
	LIBOR Lending Office:

	 	

	 	


	Same as Above

	 	

	 	


	 

	 	

	 	


	Comerica Bank

3351 Hamlin Road MC2390

Auburn Hills, Michigan 48326

Attention: Michael T. Shea

Telephone: 248-371-6313

Facsimile: 248-371-7920

	 	$15,000,000.00











	 	20.000000000000%












	 

	 	 	 	 	 	 	 	 
	LIBOR Lending Office:

	 	

	 	


	Same as Above

	 	

	 	


	 

	 	

	 	


	TOTAL

	 	$	75,000,000.00	 	 	 	100.0	%
	 

	 	 	 	 	 	 	 	 







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