Exhibit 10.1
SENIOR SECURED REVOLVING CREDIT AGREEMENT
DATED AS OF DECEMBER 29, 2006
by and among
GLADSTONE COMMERCIAL LIMITED PARTNERSHIP,
AS BORROWER,
GLADSTONE COMMERCIAL CORPORATION,
AS A GUARANTOR,
KEYBANK NATIONAL ASSOCIATION,
THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT
and
OTHER LENDERS THAT MAY BECOME
PARTIES TO THIS AGREEMENT,
KEYBANK NATIONAL ASSOCIATION,
AS AGENT,
and
KEYBANC CAPITAL MARKETS,
AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER
SENIOR SECURED REVOLVING CREDIT AGREEMENT
THIS SENIOR SECURED REVOLVING CREDIT AGREEMENT (this "Agreement") is made
as of the 29th day of December, 2006, by and among GLADSTONE COMMERCIAL LIMITED
PARTNERSHIP, a Delaware limited partnership ("Borrower"), GLADSTONE COMMERCIAL
CORPORATION, a Maryland corporation ("Parent"), KEYBANK NATIONAL ASSOCIATION
("KeyBank"), the other lending institutions which are parties to this Agreement
as "Lenders", and the other lending institutions that may become parties hereto
pursuant to §18 (together with KeyBank, the "Lenders"), KEYBANK NATIONAL
ASSOCIATION, as Agent for the Lenders (the "Agent"), and KEYBANC CAPITAL
MARKETS, as Sole Lead Arranger and Sole Book Manager.
R E C I T A L S
WHEREAS, Borrower has requested that the Lenders provide a revolving credit
facility to Borrower; and
WHEREAS, the Agent and the Lenders are willing to provide such revolving
credit facility to Borrower on and subject to the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the recitals herein and mutual
covenants and agreements contained herein, the parties hereto hereby covenant
and agree as follows:
§1. DEFINITIONS AND RULES OF INTERPRETATION.
§1.1 Definitions. The following terms shall have the meanings set forth in
this §l or elsewhere in the provisions of this Agreement referred to below:
Acknowledgments. The Acknowledgments executed by a Subsidiary Guarantor in
favor of the Agent, acknowledging the pledge of Equity Interests in such
Subsidiary Guarantor to Agent, such Acknowledgments to be substantially in the
form attached hereto as Exhibit J, as the same may be modified, amended or
restated.
Additional Commitment Request Notice. See §2.10(a).
Additional Guarantor. Each additional Subsidiary of Borrower which becomes
a Guarantor pursuant to §5.5.
Adjusted Consolidated EBITDA. On any date of determination, the sum of
(a) the Consolidated EBITDA for the four (4) fiscal quarters most recently ended
less (b) the Capital Expenditures for such period.
Affected Lender. See §4.15.
Affiliate. An Affiliate, as applied to any Person, shall mean any other
Person directly or indirectly controlling, controlled by, or under common
control with, that Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as applied to any Person, means (a) the
possession, directly or indirectly, of the power to vote ten percent (10%) or
more of the stock, shares, voting trust certificates, beneficial interest,
partnership interests, member interests or other interests having voting power
for the election of directors of such Person or otherwise to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise, or (b)