EXHIBIT A
Notice of Borrowing (Section 2.2)
EXHIBIT B
Form of Note (Section 1.1)
EXHIBIT C
Form of Assignment and Acceptance (Section 1.1) (Section 9.7(C))
EXHIBIT D
Form of Company's Certificate respecting Additional Borrowing Base Assets
(Section 2.14)
EXHIBIT E
Acquisition Credit and Collection Policy (Section 1.1) (Section 4.36)
EXHIBIT F
Form of Borrowing Base Asset Release
EXHIBIT G-1
Form of Organizational Documents for LLC Subsidiaries (Section 4.8)
(Section 5.12)
EXHIBIT G-2
Form of Organizational Documents for Limited Partnership Subsidiaries
(Section 4.8) (Section 5.12)
EXHIBIT H
Form of Request for Release of Loan Documents and Receipt
EXHIBIT I
Form of Assignment of Mortgage
EXHIBIT J
Form of Officer's Certificate as to Organizational Documents, Operating
Documents and Organizational Action (Section 3.1(E))
EXHIBIT K
Officer's Closing Certificate (Section 3.1(D))
EXHIBIT L
[Intentionally Deleted]
EXHIBIT M
Compliance Certificate (Section 5.1(C))
EXHIBIT N
Borrowing Base Certification Report (Section 1.1)
EXHIBIT O
Subordination, Nondisturbance and Attornment Agreement (Section 1.1)
EXHIBIT P
Form of Opinion of Counsel to Loan Parties (Section 3.1(C))
EXHIBIT Q
[Intentionally Deleted]
EXHIBIT R
Amended and Restated Equity Pledge Agreement (Section 5.25)
EXHIBIT S
Addition of New Borrowing Base Assets Agreement (Section 2.14(B))
(Section 5.25)
SCHEDULE I
Schedule of Documents
SCHEDULE II
List of Borrowing Base Assets
SCHEDULE III
Location of Files respecting Borrowing Base Assets
SCHEDULE 2.14
List of Initial Borrowing Base Assets
SCHEDULE 4.8
Subsidiaries
SCHEDULE 4.22
Investments
SCHEDULE 4.24
Ownership Structure
SCHEDULE 4.32
Material Contracts
SCHEDULE 5.11
Liens
SCHEDULE 5.29
Existing Debt
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of March 17,
2006, among GLADSTONE COMMERCIAL CORPORATION, a Maryland corporation, and
GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership, as
borrowers, the INITIAL GUARANTORS listed on the signature pages hereof, as
guarantors, the BANKS listed on the signature pages hereof and BRANCH BANKING
AND TRUST COMPANY, as Administrative Agent.
The Borrowers, Guarantors, the Administrative Agent and the Banks are
parties to the Original Credit Agreement (as defined herein) which provides for
the making of loans by the Banks to the Borrower in an aggregate principal
amount at any one time outstanding not exceeding $75,000,000.
The parties hereto wish to amend the Original Credit Agreement in
certain respects and to restate the Original Credit Agreement, to read in its
entirety as set forth below. Accordingly, the parties hereto agree that
effective on the dated hereof, the Original Credit Agreement is amended and
restated in its entirety as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. The terms as defined in this Section 1.1 shall,
for all purposes of this Agreement and any amendment hereto (except as otherwise
expressly provided or unless the context otherwise requires), have the meanings
set forth herein:
"Acquisition" means the acquisition of (i) a controlling equity
interest in another Person (including the purchase of an option, warrant or
convertible or similar type security to acquire such a controlling interest at
the time it becomes exercisable by the holder thereof), whether by purchase of
such equity interest or upon exercise