SETTLEMENT
PROCEDURES" IN ITS ENTIRETY AND SUBSTITUTE THE SECTION SET FORTH IN ANNEX I
THEREFOR;
(XII)
TO REPLACE ALL REFERENCES TO "CIBC" IN (A) THE
DEFINITIONS OF FEDERAL FUNDS RATE, LIBO RATE AND PRIME RATE AND (B) SECTION 10.1
WITH REFERENCES TO "DEUTSCHE BANK";
(XIII)
TO AMEND SECTION 2.11 TO DELETE THE PHRASE "AS A
RESULT OF ANY PREPAYMENT OF AN ADVANCE (AND INTEREST THEREON)" AND SUBSTITUTE
THE PHRASE "AS A RESULT OF ANY PREPAYMENT OF AN ADVANCE (AND INTEREST THEREON)
ARISING UNDER THIS AGREEMENT AND THE LIQUIDITY AGREEMENTS" THEREFOR.
(XIV)
TO REPLACE THE REFERENCE TO SECTION 7.7 IN
SECTION 3.2(A)(I) WITH SECTION 7.8;
(XV)
TO REPLACE THE REFERENCE TO "SERVICER" IN
SECTION 7.18(A)(X) WITH A REFERENCE TO "PERFORMANCE GUARANTOR";
(XVI)
TO ADD EXHIBIT N CONTAINING THE SCHEDULE ENTITLED
"MOODY'S INDUSTRY CLASSIFICATIONS" SET FORTH IN ANNEX II HERETO.
5
SECTION 2.
SWINGLINE EXPOSURE.
THE BORROWER
HEREBY COVENANTS AND AGREES THAT IT WILL NOT PERMIT GLADSTONE CAPITAL
CORPORATION TO INCUR OR MAINTAIN ANY BORROWINGS UNDER THE "LINE OF CREDIT"
PROVIDED FOR PURSUANT TO THAT CERTAIN LOAN AGREEMENT DATED AS OF JUNE 22, 2004
BETWEEN BRANCH BANKING AND TRUST COMPANY AND GLADSTONE CAPITAL CORPORATION (THE
"LOAN AGREEMENT") UNTIL THE FOLLOWING CONDITIONS SHALL BE SATISFIED:
(I) THE
DEFINITION OF "CIBC CREDIT AGREEMENT" CONTAINED IN SECTION 8.11 OF THE LOAN
AGREEMENT SHALL BE MODIFIED TO REFLECT THE ASSIGNMENT OF CANADIAN IMPERIAL BANK
OF COMMERCE'S INTERESTS UNDER THE CREDIT AGREEMENT TO DEUTSCHE BANK AG, NEW YORK
BRANCH AND TO PERMIT FUTURE AMENDMENTS TO THE CREDIT AGREEMENT TO BE CAPTURED
UNDER THE DEFINITION THEREOF AND (II) THE DEFINITION OF "CIBC CREDIT AGREEMENT"
CONTAINED IN SECTION 1(D) OF THE GENERAL SECURITY AGREEMENT DATED AS OF JUNE 22,
2004 BETWEEN BRANCH BANKING AND TRUST COMPANY AND GLADSTONE CAPITAL CORPORATION
SHALL BE MODIFIED LIKEWISE.
SECTION 3.
SERVICER TRANSITION DATE.
THE
"SERVICER TRANSITION DATE" DEFINED IN THAT CERTAIN AMENDMENT NO. 3 AND CONSENT
TO CREDIT AGREEMENT DATED AS OF MAY 28, 2004 AMONG THE BORROWER, GLADSTONE
ADVISERS, INC., AS SERVICER, THE CP LENDERS, THE COMMITTED LENDERS, THE MANAGING
AGENTS AND THE ADMINISTRATIVE AGENT IS HEREBY AMENDED TO DELETE THE PHRASE "ON
OR AROUND JULY 1, 2004" AND SUBSTITUTE THE PHRASE "ON OR AROUND OCTOBER 1, 2004,
OR SUCH LATER DATE AS MAY BE NOTIFIED TO THE MANAGING AGENTS IN WRITING PRIOR TO
OCTOBER 1, 2004" THEREFOR.
SECTION 4.
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 5.
CONDITIONS PRECEDENT.
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