FOURTH AMENDMENT TO SALE AND SERVICING AGREEMENT

FOURTH AMENDMENT

TO

SALE AND SERVICING AGREEMENT

THIS FOURTH AMENDMENT TO THE SALE AND SERVICING AGREEMENT, dated as of April 17, 2006 (this “Amendment”), is entered into by and among MCG Commercial Loan Funding Trust, as the seller (in such capacity, the “Seller”), and MCG Capital Corporation, as the originator (in such capacity, the “Originator”) and as the servicer (in such capacity, the “Servicer”), and Three Pillars Funding LLC, as a purchaser (“Three Pillars”), and SunTrust Capital Markets, Inc., as the administrative agent (in such capacity, the “Administrative Agent”), and Xxxxx Fargo Bank, National Association, as the backup servicer (in such capacity, the “Backup Servicer”) and as trustee (in such capacity, the “Trustee”).

RECITALS

1. The Seller, the Originator, the Servicer, Three Pillars, the Administrative Agent, the Backup Servicer and the Trustee are parties to the Sale and Servicing Agreement dated as of November 10, 2004 (the “Agreement”); and

2. Such parties hereto desire to amend the Agreement as hereinafter set forth.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Certain Defined Terms. Capitalized terms that are used herein without definition and that are defined in the Agreement (including terms incorporated by reference in the Agreement) shall have the same meanings herein as therein defined.

2. Amendments to the Agreement. The Agreement is hereby amended as follows:

2.1 Clause (3) of the definition of “Pool Concentration Criteria” in Section 1.1 of the Agreement is hereby amended to add a new industry segment entitled “Education” as set forth below:

Segment		Percentage Limit		SIC Code(s) or Descriptions
Education		30%		Division I (Services), Major Group 82 (Educational Services)

2.2 Clause (3) of the definition of Pool Concentration Criteria in Section 1.1 of the Agreement is hereby amended to add “Education” to the “Combined Limit to segments other than Radio, Television, Community Newspapers, Publishing, Towers, Cable Television Operators, Business

Information Services, Security Alarm Leasing Companies, Manufacturing and Services” as follows:

Segment		Percentage Limit		SIC Code(s) or Descriptions
Combined Limit to segments other than Radio, Television, Community Newspapers, Publishing, Towers, Cable Television Operators, Business Information Services, Security Alarm Leasing Companies, Manufacturing, Services and Education (as defined above)		45%		See codes above and definitions

2.3. Clause (3) of the definition of “Pool Concentration Criteria” in Section 1.1 of the Agreement is hereby amended to exclude “Education” from the industry segment entitled “Services” as set forth below:

Segment		Percentage Limit		SIC Code(s) or Descriptions
Services		20%		Division I (Services), Major Groups 70 through 89, but excluding (a) the following SIC Codes within Major Group 73 (Business Services): Business Information Services (7375, 7379), Technology (7371, 7372, 7373), and Security Alarm Leasing Companies (7382) and (b) all SIC Codes within Major Group 82 (Educational Services)

2.4. Clause (3) of the definition of Pool Concentration Criteria in Section 1.1 of the Agreement is hereby amended to increase the limitations for the industry segments entitled “Publishing” and “Manufacturing” as follows:

Segment		Percentage Limit		SIC Code(s) or Descriptions
Publishing		30%		2721, 2741
Manufacturing		40%		Division D (Manufacturing), Major Groups 20 through 39, but excluding Major Groups 21 (Tobacco), 22 (Textiles), 23 (Apparel), 25 (Furniture and Fixtures), 27 (Printing, Publishing and Allied Industries) and 36 (Electronics)

2.5. Clause (11) of the definition of “Pool Concentration Criteria” in Section 1.1 of the Agreement (with respect to the Senior B Loans) is hereby amended to increase the percentage therein from “35%” to “50%”.

3. No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party under the Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.

4. Conditions to Effectiveness. The effectiveness of the amendments in Section 2 hereof is subject to the condition precedent that each of the parties hereto shall have received counterparts of this Amendment, duly executed by all the parties hereto.

5. Reaffirmation of Covenants, Representations and Warranties. Upon the effectiveness of this Amendment, each of the Seller, the Originator and the Servicer hereby reaffirms all covenants, representations and warranties made in the Agreement and the other Transaction Documents and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

6. Representations and Warranties. Each of the Seller, the Originator and the Servicer hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms and (ii) upon the effectiveness of this Amendment, no Termination Event shall exist.

7. Ratification. All of the provisions of this Amendment are incorporated by reference into the Agreement, as if set forth in full therein. The Agreement, as amended hereby, remains in full force and effect. Any reference to the Agreement from and after the date hereof shall be deemed to refer to the Agreement as amended hereby. As amended, the Agreement is hereby ratified and reaffirmed by the parties hereto.

8. Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts (including by facsimile), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

9. Governing Law. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

10. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

MCG COMMERCIAL LOAN FUNDING TRUST, as Seller
By:		Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee
By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Senior Financial Services Officer
MCG CAPITAL CORPORATION, as Originator and as Servicer
By:		/s/ Xxxxxxx X. XxXxxxxxx
		Name:		Xxxxxxx X. XxXxxxxxx
		Title:		Chief Financial Officer
THREE PILLARS FUNDING LLC, as a Purchaser
By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Vice President
SUNTRUST CAPITAL MARKETS, INC., as Administrative Agent
By:		/s/ Xxxx Xxxxxxxx
		Name:		Xxxx Xxxxxxxx
		Title:		Director

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XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Backup Servicer
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Assistant Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Assistant Vice President

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