Exhibit 10.20
EXECUTION COPY
AMENDMENT No. 3 AND CONSENT
TO
CREDIT AGREEMENT
THIS AMENDMENT No. 3 AND CONSENT TO CREDIT AGREEMENT (this "Amendment") dated as
of May 28, 2004, is entered into among GLADSTONE BUSINESS LOAN, LLC, as the
Borrower, GLADSTONE ADVISERS, INC. (the "Existing Servicer"), GLADSTONE
MANAGEMENT CORPORATION (the "Successor Servicer"), CONCORD MINUTEMEN CAPITAL
COMPANY, LLC ("Concord") and PUBLIC SQUARE FUNDING LLC, as CP Lenders
(collectively, the "CP Lenders"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC")
and KEYBANK, NATIONAL ASSOCIATION ("KeyBank"), as Committed Lenders
(collectively, the "Committed Lenders"), CIBC and KeyBank as Managing Agents (in
such capacity, collectively the "Managing Agents") and CIBC 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 May 19, 2003 among the Borrower, Gladstone Advisers, Inc.,
as Servicer, the CP Lenders, the Committed Lenders, the Managing Agents and the
Administrative Agent (as amended, restated, supplemented or modified 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 PRECEDENT
SET FORTH IN SECTION 3 HEREOF, THE PARTIES HERETO HEREBY AGREE:
(i) to delete in its entirety the definition of "Commitment Termination Date"
and to substitute in its entirety the following therefor:
Commitment Termination Date:
May 30, 2005 or such later date to which the
Commitment Termination Date may be extended (if extended) in the sole discretion
of the Lenders in accordance with the terms of Section 2.1(b).
SECTION 2.
CONSENT.
SUBJECT TO (X) THE SATISFACTION OF THE CONDITIONS
PRECEDENT SET FORTH IN SECTION 3 HEREOF AND (Y) THE AMENDMENT OF THAT CERTAIN
PERFORMANCE GUARANTY DATED AS OF MAY 19, 2003 ISSUED BY GLADSTONE CAPITAL
CORPORATION IN FAVOR OF GLADSTONE BUSINESS LOAN, LLC, REPLACING GLADSTONE
ADVISER, INC. AS SERVICER WITH GLADSTONE MANAGEMENT CORPORATION, THE PARTIES
HERETO HEREBY CONSENT TO (I) THE TERMINATION OF GLADSTONE ADVISERS, INC. AS
SERVICER UNDER THE CREDIT AGREEMENT ON OR AROUND JULY 1, 2004 (THE "SERVICER
TRANSITION DATE"), AND (II)
THE APPOINTMENT OF GLADSTONE MANAGEMENT CORPORATION AS THE SUCCESSOR SERVICER AS
OF THE SERVICER TRANSITION DATE.
FROM AND AFTER THE SERVICER TRANSITION DATE,
THE SUCCESSOR SERVICER AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR
TERMS ALL OF THE DUTIES, OBLIGATIONS, AND OTHER UNDERTAKINGS WHICH BY THE TERMS
OF THE CREDIT AGREEMENT AND OTHER TRANSACTION DOCUMENTS ARE REQUIRED TO BE
PERFORMED BY IT AS SERVICER, INCLUDING, WITHOUT LIMITATION, SECTIONS 12.9 AND
12.10 OF THE CREDIT AGREEMENT.
SECTION 3.
REPRESENTATIONS AND WARRANTIES.
THE BORROWER HEREBY REPRESENTS AND
WARRANTS TO EACH OF THE OTHER PARTIES HERETO, THAT:
(A)
THE SUCCESSOR SERVICER HAS EQUAL OR GREATER
CAPABILITY THAN THAT OF THE EXISTING SERVICER IN PERFORMING THE DUTIES AND
OBLIGATIONS OF SERVICER UNDER THE CREDIT AGREEMENT;
(B)
THIS AMENDMENT CONSTITUTES ITS LEGAL, VALID
AND