FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “ Amendment ”) is made and
entered into as of January 26, 2009, by and between HENNESSY ADVISORS, INC. , a California corporation (“ Borrower ”), and
U.S. BANK NATIONAL ASSOCIATION , a national banking association (“ Lender ”), and has reference to the following facts
and circumstances (the “ Recitals ”):
A. Borrower and Lender entered into the Amended and Restated Loan Agreement dated as of July 1, 2005, as amended by
the First Amendment to Amended and Restated Loan Agreement dated as of February 1, 2007, the Second Amendment to
Amended and Restated Loan Agreement dated as of February 1, 2008, the Third Amendment to Amended and Restated Loan
Agreement dated as of June 25, 2008, and the Fourth Amendment to Amended and Restated Loan Agreement dated as of
September 20, 2008 (as amended, the “ Agreement ”; all capitalized terms used and not otherwise defined in this Amendment
shall have the respective meanings ascribed to them in the Agreement as amended by this Amendment).
B. Borrower has requested another amendment to the Agreement as described below, and Lender has agreed to further
amend the Agreement in the manner hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:
1. Recitals . The Recitals are true and correct, and, together with the defined terms set forth therein, are incorporated
herein by this reference.
2. Amendment to Agreement . The Agreement is amended as follows:
(a) The definition of “Consolidated Fixed Charge Coverage Ratio” in Section 1.01 of the Agreement is deleted and replaced
with the following:
“ Consolidated Fixed Charge Coverage Ratio shall mean, for the period in question, the ratio of: (a) Consolidated
EBITDA during such period minus the sum of Borrower