Exhibit 10.1
AMENDMENT NO. 5
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment")
dated as of February 26, 2008, is entered into among GLADSTONE BUSINESS LOAN,
LLC, (the "Borrower"), TAHOE FUNDING CORP., as CP Lender, RELATIONSHIP FUNDING
COMPANY, LLC, as CP Lender, DEUTSCHE BANK AG, NEW YORK BRANCH ("Deutsche Bank")
and KEYBANK, NATIONAL ASSOCIATION ("KeyBank"), as Committed Lenders
(collectively, the "Committed Lenders"), Deutsche Bank and KeyBank as Managing
Agents (in such capacity, collectively the "Managing Agents") 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 Amended
and Restated Credit Agreement, dated as of May 26, 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 CONDITION SET FORTH
IN SECTION 3 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 each Committed Lender, the commitment of such Committed Lender to fund
any Advance to the Borrower in an amount not to exceed $125,000,000, as such
amount may be modified in accordance with the terms hereof;
(B)
TO DELETE THE DEFINITION OF "FACILITY
AMOUNT" IN SECTION 1.1 OF THE CREDIT AGREEMENT AND SUBSTITUTE THE FOLLOWING
THEREFOR:
Facility Amount:
At any time, $250,000,000; provided, however, that on or after
the Termination Date, the Facility Amount shall be equal to the amount of
Advances outstanding.
SECTION 2.
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 3.
CONDITION.
(A)
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 HERETO.
SECTION 4.
REFERENCE TO AND EFFECT ON THE TRANSACTION DOCUMENTS.
(A)
UPON THE EFFECTIVE DATE, (I) EACH REFERENCE
IN THE CREDIT AGREEMENT TO "THIS CREDIT AGREEMENT", "THIS AGREEMENT",
"HEREUNDER", "HEREOF", "HEREIN" OR WORDS OF LIKE IMPORT SHALL MEAN AND BE A
REFERENCE TO THE CREDIT AGREEMENT AS AMENDED OR OTHERWISE MODIFIED HEREBY, AND
(II) EACH REFERENCE TO THE CREDIT AGREEMENT IN ANY OTHER TRANSACTION DOCUMENT OR