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EX-10.1 - GLADSTONE COMMERCIAL CORP | v206836_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO
SECTION
13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported)
December
28, 2010
Gladstone
Commercial Corporation
(Exact
name of registrant as specified in its charter)
Maryland
(State
or other jurisdiction
of
incorporation)
|
001-33097
(Commission
File
Number)
|
02-0681276
(IRS
Employer
Identification
No.)
|
1521
Westbranch Drive, Suite 200
McLean,
Virginia
(Address
of principal executive offices)
|
22102
(Zip
Code)
|
Registrant’s
telephone number, including area code: (703)
287-5800
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
December 28, 2010, Gladstone Commercial Corporation (the “Company”),
through its wholly-owned subsidiary, Gladstone Commercial Limited Partnership
(the “Borrower”), entered into a Credit Agreement (the “New Line of Credit”)
with Capital One, N.A., as Administrative Agent (the “Administrative Agent”) and
Branch Banking and Trust Company (“BB&T”) as an additional
lender.
The New
Line of Credit replaces the Senior Secured Revolving Credit Agreement, dated as
of December 29, 2006, by and among the Borrower, the Company, KeyBank National
Association, N.A., as agent, and the other lenders (the “Prior Line of Credit”).
The Prior Line of Credit provided for a senior secured revolving credit facility
in the amount of $50 million and was scheduled to mature on December 29,
2010.
The New
Line of Credit provides for a $50 million senior secured revolving credit
facility, which may, upon satisfaction of certain conditions, be expanded up to
$75 million by the Administrative Agent and BB&T. The New Line of Credit has
a term of three years. The interest rate per annum applicable to the
New Line of Credit is equal to LIBOR, plus an applicable margin of up to three
hundred basis points based upon its then existing leverage, and will be charged
an annual fee of twenty-five basis points on the $50 million
commitment. Additionally, the Company paid an upfront fee of
seventy-five basis points on the $50 million commitment.
The
foregoing description of the New Credit Facility does not purport to be complete
and is qualified in its entirety by the full text of the New Credit Facility, a
copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form
8-K and which is incorporated by reference herein.
Item 1.02
Termination of a Material Definitive Agreement.
No
material early termination penalties or fees were incurred in connection with
the repayment of the Prior Line of Credit.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d)
|
Exhibits.
|
Exhibit No.
|
Description
|
|
10.1
|
Credit
Agreement, dated as of December 28, 2010, by and among Gladstone
Commercial Limited Partnership, Gladstone Commercial Corporation, each of
the financial institutions initially a signatory thereto together with
their successors and assignees under Section 12.6 thereof and Capital One,
N.A.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
GLADSTONE
COMMERCIAL CORPORATION
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Date:
December 30, 2010
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By:
|
/s/
David J. Gladstone
|
David
J. Gladstone
|
||
Chairman
and Chief Executive
Officer
|
INDEX
TO EXHIBITS
Exhibit No.
|
Description
|
|
10.1
|
Credit
Agreement, dated as of December 28, 2010, by and among Gladstone
Commercial Limited Partnership, Gladstone Commercial Corporation, each of
the financial institutions initially a signatory thereto together with
their successors and assignees under Section 12.6 thereof and Capital One,
N.A.
|