Gladstone Business Investment, LLC

Exhibit 2.j.3

Gladstone Business Investment, LLC

0000 Xxxxxxxxxx Xxxxx, Xxxxx 000

XxXxxx, XX 00000

April 14, 0000

Xxx Xxxx xx Xxx Xxxx Xxxxxx Trust Company, N.A.

000 X. Xxx Xxxxxxx Xxxx., Xxxxx 0000

Xxxxxx, Xxxxx 00000

Deutsche Bank AG, New York Branch

00 Xxxx Xxxxxx, XXX00-0000

Xxx Xxxx, XX 00000-0000

Branch Banking and Trust Company

000 Xxxx Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxx-Xxxxx, XX 00000

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

000 Xxxx Xxxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000

Attention: Xxxx Xxxxxx

Facsimile No.: (000) 000-0000

Confirmation No.: (000) 000-0000

E-mail: xxxxxxx@xxxxxx.xxx;

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.

0 Xxxxx XxXxxxx, Xxxxx 0000

Xxxxxxx, XX 00000

Attention: Xxxxxxxxx Xxxxxxx

Facsimile No.: (000) 000-0000

Confirmation No.: (000) 000-0000

E-mail: xxxxxxxx.xxxxxxx@xxxxxxxxx.xxx

Address for Document Delivery:

The Bank of New York Mellon Corp

0 Xxxxxx Xxxxx, 0xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Corporate Trust NY Doc Service

Facsimile: 212-495-1493

Xxxxxx X. Xxxxx - Manager

Phone: 000-000-0000

Xxxxxx X. Xxxxxxxx - Daily Activity

Phone: 000-000-0000

(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.

- 2 -

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/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		President

GLADSTONE MANAGEMENT CORPORATION, as Servicer
By:		/s/ Xxxxxx Xxxxxxxx, III
Name:		Xxxxxx Xxxxxxxx, III
Title:		President

GLADSTONE INVESTMENT CORPORATION, as Originator
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Chairman

- 3 -

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/ XXXXXXXXX XXXXX-XXXXXX				By:
Name:		XXXXXXXXX XXXXX-XXXXXX				Name:
Title:		ASSISTANT VICE PRESIDENT				Title:
BRANCH BANKING AND TRUST COMPANY, as successor Administrative Agent
By:
Name:
Title:

- 4 -

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/ XXXXXXX XXXXX

/s/ XXXXX XXXXXX

Name:

Name:

XXXXXXX XXXXX

XXXXX XXXXXX

Title:

Title:

DIRECTOR

VICE PRESIDENT

BRANCH BANKING AND TRUST COMPANY, as successor Administrative Agent

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
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Vice President

[Signature Page to Amendment No. 1 to Custodial Agreement]