Exhibit 2.j.3
Gladstone Business Investment, LLC
1521 Westbranch Drive, Suite 200
McLean, VA 22102
April 14, 2009
The Bank of New York Mellon Trust Company, N.A.
600 E. Las Colinas Blvd., Suite 1300
Irving, Texas 75039
Deutsche Bank AG, New York Branch
60 Wall Street, NYC60-1915
New York, NY 10005-2858
Branch Banking and Trust Company
200 West Second Street, 16th Floor
Winston-Salem, NC 27101
Re: | Amendment No. 1 to Custodial Agreement dated as of October 19, 2006 (together with all exhibits, schedules, annexes and supplements thereto, the Custodial Agreement), by and among Gladstone Business Investment, LLC (the Borrower), Gladstone Management Corporation (Servicer), Gladstone Investment Corporation (the Originator), The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Custodian), and Deutsche Bank AG, New York Branch (Former Administrative Agent) |
Ladies and Gentlemen:
Reference is made to the Second Amended and Restated Credit Agreement of even date herewith and as amended, restated, supplemented or otherwise modified from time to time (the Second Amended and Restated Credit Agreement), among the Borrower, the Servicer, the Committed Lenders, CP Lenders and Managing Agents identified therein, and Branch Banking and Trust Company, as Administrative Agent (the Successor Administrative Agent), which Second Amended and Restated Credit Agreement, among other things, amends and restates the Credit Agreement originally identified in the Custodial Agreement in its entirety and provides for the Successor Administrative Agent to succeed and replace the Former Administrative Agent. In connection with the Second Amended and Restated Credit Agreement and in accordance with the provisions of Section 20 of the Custodial Agreement, this letter amends the Custodial Agreement as follows:
(i) From and after the date hereof, each reference in the Custodial Agreement to the Administrative Agent shall be deemed to be a reference to Branch Banking and Trust Company, as Successor Administrative Agent to Deutsche Bank AG, New York Branch;
(ii) From and after the date hereof, each reference in the Custodial Agreement to the Credit Agreement shall be deemed to be a reference to the Second Amended and Restated Credit Agreement;
(iii) From and after the date hereof any notice or document (including any Trust Receipt) to be delivered to the Administrative Agent under the Custodial Agreement shall be addressed to the Administrative Agent as follows:
Branch Banking and Trust Company
200 West Second Street, 16th Floor
Winston-Salem, North Carolina 27101
Attention: Greg Drabik
Facsimile No.: (336) 733-2740
Confirmation No.: (336) 733-2730
E-mail: gdrabik@bbandt.com;
and
From and after the date hereof any notice or document to be delivered to the Custodian under the Custodial Agreement shall be addressed to the Custodian as follows:
Address for Notices:
The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle, Suite 1020
Chicago, IL 60602
Attention: Maricella Marquez
Facsimile No.: (312) 827-8562
Confirmation No.: (312) 827-8571
E-mail: maricela.marquez@bnymellon.com
Address for Document Delivery:
The Bank of New York Mellon Corp
2 Hanson Place, 6th Floor
Brooklyn, NY 11217
Attention: Corporate Trust NY Doc Service
Facsimile: 212-495-1493
Dennis G. Rosen - Manager
Phone: 718-315-4317
Marcia A. Williams - Daily Activity
Phone: 718-315-4314
(iv) Pursuant to Section 19 and Annex 6 of the Custodial Agreement, the Incumbency Certificate of the Administrative Agent shall be replaced by the Incumbency Certificate of the Successor Administrative Agent delivered in connection with this amendment letter.
In all other respects the Custodial Agreement is hereby ratified and confirmed.
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Please indicate your approval of the foregoing by arranging to have this letter countersigned by your authorized officer in the space provided below and returning the same to the Borrower as soon as possible. Upon receipt of all countersigned pages, the amendment set forth herein shall be deemed effective as of the date hereof.
Sincerely,
GLADSTONE BUSINESS INVESTMENT, LLC | ||
By: | /s/ David Dullum | |
Name: | David Dullum | |
Title: | President |
GLADSTONE MANAGEMENT CORPORATION, as Servicer | ||
By: | /s/ George Stelljes, III | |
Name: | George Stelljes, III | |
Title: | President |
GLADSTONE INVESTMENT CORPORATION, as Originator | ||
By: | /s/ David Gladstone | |
Name: | David Gladstone | |
Title: | Chairman |
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Agreed and Accepted as of the date hereof: | ||||||||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity, but solely as Custodian |
DEUTSCHE BANK AG, NEW YORK BRANCH, as former Administrative Agent | |||||||
By: | /s/ SHANTELLE JONES-HARRIS | By: | ||||||
Name: | SHANTELLE JONES-HARRIS |
Name: | ||||||
Title: | ASSISTANT VICE PRESIDENT |
Title: | ||||||
BRANCH BANKING AND TRUST COMPANY, as successor Administrative Agent |
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By: |
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Name: |
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Title: |
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Agreed and Accepted as of the date hereof: | ||||||||||||||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity, but solely as Custodian | DEUTSCHE BANK AG, NEW YORK BRANCH, as former Administrative Agent | |||||||||||||
By: | By: | /s/ MICHAEL CHENG | /s/ PETER CHUANG | |||||||||||
Name: | Name: | MICHAEL CHENG | PETER CHUANG | |||||||||||
Title: | Title: | DIRECTOR | VICE PRESIDENT | |||||||||||
BRANCH BANKING AND TRUST COMPANY, as successor Administrative Agent |
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By: | ||||||||||||||
Name: | ||||||||||||||
Title: |
[Signature Page to Amendment No. 1 to Custodial Agreement]
Agreed and Accepted as of the date hereof: | ||||||||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N A., not in its individual capacity, but solely as Custodian |
DEUTSCHE BANK AG, NEW YORK BRANCH, as former Administrative Agent | |||||||
By: | By: | |||||||
Name: | Name: | |||||||
Title: | Title: | |||||||
BRANCH BANKING AND TRUST COMPANY, as successor Administrative Agent |
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By: |
/s/ Greg Drabik | |||||||
Name: |
Greg Drabik | |||||||
Title: |
Vice President |
[Signature Page to Amendment No. 1 to Custodial Agreement]