Exhibit f.11.1
OMNIBUS AMENDMENT
OMNIBUS AMENDMENT, dated as of December 27, 2001, to the documents listed
on Schedule A hereto (collectively, along with the schedules, exhibits,
appendices and annexes thereto, the "Basic Documents").
WHEREAS, the parties hereto have entered into one or more of the Basic
Documents in connection with the issuance of the Series 2000-1 Notes by MCG
Master Trust; and
WHEREAS, MCG Finance Corporation II, a Delaware corporation, desires to
convert into MCG Finance II, LLC, a Delaware limited liability company (the
"Conversion"); and
WHEREAS, subject to the conditions set forth herein the parties hereto
desire to amend the Basic Documents to substitute MCG Finance Corporation II
with MCG Finance II, LLC and to substitute MCG Credit Corporation with MCG
Capital Corporation;
NOW, THEREFORE, in consideration of the above premises and for other good
and valuable consideration, the receipt and sufficiency of which are herby
acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in Appendix A to the Sale and Servicing Agreement
(the "Sale and Servicing Agreement") dated as of June 1, 2000, as amended, among
MCG Master Trust, MCG Finance Corporation II and MCG Credit Corporation, or if
not defined therein, the Basic Documents (as defined in the Sale and Servicing
Agreement).
2. From and after the date this Omnibus Amendment is signed by all
the parties thereto, any reference to "MCG Finance Corporation II" in the Basic
Documents shall be deemed a reference to "MCG Finance II, LLC" and all
references to corporate standing, action or documents shall be deemed references
to the corresponding standing, action and documents of a limited liability
company.
3. From and after the date this Omnibus Amendment is signed by all
the parties thereto, any reference to "MCG Credit Corporation" in the Basic
Documents shall be deemed to be references to "MCG Capital Corporation."
4. All conditions precedent in the Basic Documents required in
connection with the transactions contemplated by this Omnibus Amendment are
deemed to satisfied or waived, as the case may be.
5. All conditions precedent to the conversion of MCG Finance
Corporation II set forth in the letter agreement dated October 29, 2001 between
First Union Securities, Inc. and MCG are deemed satisfied or waived.
6. Paragraph 5(a)(vii) of the Commercial Loan Sale Agreement is
amended and restated in its entirety as follows:
"At all times where the Originator is required to be registered as an
investment company under the Investment Company Act of 1940 (the "40
Act") the Originator will maintain such registration in accordance
with the 40 Act;"
7. The Basic Documents are amended to take into account the requirements of
the UCC as revised July 1, 2001 (the "Revised UCC").
8. All representations and covenants of the parties are amended to take
into account the requirements of the Revised UCC and the changes in names
reflected in this Omnibus Amendment.
9. Except as otherwise set forth herein, the Basic Documents shall continue
in full force and effect in accordance with its terms.
10. This Omnibus Amendment may be executed in one or more counterparts
(including by facsimile), each of which, when so executed, shall be deemed an
original; such counterparts, together, shall constitute one and the same
agreement.
11. This Omnibus Amendment shall be effective upon all parties executing
the same.
IN WITNESS WHEREOF, the undersigned have executed this Omnibus Amendment as
of the day and year first above written.
2
MCG CAPITAL CORPORATION,
as Seller and Servicer
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: General Counsel and
Executive Vice President
MCG FINANCE CORPORATION II,
as Purchaser, Depositor and Holder of all
the Certificates
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: General Counsel and
Executive Vice President
MCG MASTER TRUST
By: MCG Capital Corporation,
as Servicer
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: General Counsel and
Executive Vice President
XXXXX FARGO BANK
MINNESOTA, NATIONAL
ASSOCIATION,
as Indenture Trustee
By: /s/ Xxx Xxxxxx
--------------------------------------
Name: Xxx Xxxxxx
Title: Assistant Vice President
3
WILMINGTON TRUST COMPANY,
As Owner Trustee
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
VARIABLE FUNDING CAPITAL CORPORATION,
as Holder of all the Series 2000-1 Notes
By: First Union Securities, Inc.,
as attorney-in-fact
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
FIRST UNION SECURITIES, INC.,
As Deal Agent and Administrative Agent
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
4
Schedule A
List of Basic Documents
1. Commercial Loan Sale Agreement dated as of June 1, 2000 between MCG Credit
Corporation ("MCG") and MCG Finance Corporation II ("XxxXx"), as amended.
2. Sale and Servicing Agreement dated as of June 1, 2000 among MCG Master Trust
(the "Trust"), XxxXx and MCG, as amended, including Appendix A thereto, as
amended.
3. Trust Agreement dated as of June 1, 2000 between XxxXx and Wilmington Trust
Company, as Owner Trustee, as amended.
4. Note Purchase Agreement dated as of June 1, 2000 among the Trust, MCG,
Variable Funding Capital Corporation and First Union Securities Inc., as
amended.
5. Indenture dated as of June 1, 2000 between the Trust and Xxxxx Fargo Bank
Minnesota, National Association (formerly-know as Norwest Bank Minnesota,
National Association), as amended.
6. Series 2000-1 Terms Supplement dated as of June 1, 2000 between the Trust
and the Indenture Trustee, as amended.
7. Fee Letter dated as of June 1, 2000 between the Issuer and VFCC Deal Agent,
as amended.
8. All other documents and agreements executed in connection with any of the
documents listed above in 1-7.
