Exhibit 10.1
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") dated as of March
29, 2007, is entered into among GLADSTONE BUSINESS INVESTMENT, LLC, as the
Borrower, DEUTSCHE BANK AG, CAYMAN ISLAND BRANCH, as a Committed Lender (the
"Committed Lender"), DEUTSCHE BANK AG, NEW YORK BRANCH ("Deutsche Bank") as
Managing Agent (in such capacity, collectively the "Managing Agent") 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 Credit Agreement dated as of
October 19, 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 4 HEREOF, THE PARTIES HERETO HEREBY AGREE:
(A)
TO DELETE CLAUSE (A) IN THE DEFINITION OF "COMMITMENT" IN SECTION
1.1 OF THE CREDIT AGREEMENT AND SUBSTITUTE THE FOLLOWING THEREFOR:
(a) for Deutsche Bank AG, Cayman Island Branch, the commitment of such Committed
Lender to fund any Advance to the Borrower in an amount not to exceed
$200,000,000, as such amount may be modified in accordance with the terms
hereof; and
(B)
TO DELETE THE DEFINITION OF "FACILITY AMOUNT" IN SECTION 1.1 OF
THE CREDIT AGREEMENT AND SUBSTITUTE THE FOLLOWING THEREFOR:
"Facility Amount" means, at any time, $200,000,000; provided, however, that on
or after the Termination Date, the Facility Amount shall be equal to the amount
of Advances Outstanding.
(C)
TO DELETE THE DEFINITION OF "REQUIRED EQUITY INVESTMENT" IN
SECTION 1.1 OF THE CREDIT AGREEMENT AND SUBSTITUTE THE FOLLOWING THEREFOR:
"Required Equity Investment" means 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.
SECTION 2.
RAMP-UP PERIOD.
NOTWITHSTANDING THE PROVISIONS OF SECTION
1, FOR ALL PURPOSES HEREUNDER AND UNDER THE CREDIT AGREEMENT, INCLUDING FOR THE
PURPOSE OF CALCULATING THE COMMITMENT FEE AND THE PROGRAM FEE RATE, DURING THE
PERIOD FROM THE EFFECTIVE DATE TO THE EARLIER OF (A) THE DATE THAT IS 90 DAYS
AFTER THE EFFECTIVE DATE, OR (B) A BUSINESS DAY CHOSEN BY THE BORROWER UPON 3
BUSINESS DAYS WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT, THE AMOUNTS SET FORTH
IN SECTION 1(A) AND (B) ABOVE (I.E. THE COMMITMENT AND THE FACILITY AMOUNT)
SHALL BOTH BE DEEMED TO BE $150,000,000, AND THEREAFTER SHALL BE $200,000,000 AS
STATED ABOVE.