Exhibit f.2
EXECUTION COPY
AMENDMENT NO. 2
TO
NOTE PURCHASE AGREEMENT
AMENDMENT NO. 2, dated as of May 20, 2002, among MCG Master
Trust (the "Issuer"), MCG Capital Corporation (f/k/a MCG Credit Corporation)
(the "Servicer"), Variable Funding Capital Corporation (the "Purchaser"), First
Union Securities, Inc. (the "VFCC Deal Agent" and the "Administrative Agent")
and Wachovia Bank, National Association (f/k/a First Union National Bank)
("Wachovia"), to that certain Note Purchase Agreement dated as of June 1, 2000
(as amended by Amendment No. 1 and the Omnibus Amendment thereto, the "Note
Purchase Agreement") among the Issuer, the Servicer, the Purchaser and the VFCC
Deal Agent.
WHEREAS, the Issuer, the Servicer, the Purchaser and the VFCC
Deal Agent entered into the Note Purchase Agreement in connection with the
issuance by the Issuer of the MCG Master Trust Notes; and
WHEREAS, Section 9.1 of the Note Purchase Agreement permits
the Note Purchase Agreement to be amended from time to time pursuant to the
conditions set forth therein; and
WHEREAS, the parties hereto wish to amend the Note Purchase
Agreement as set forth herein;
NOW THEREFORE, in consideration of the above premises and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby 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 (as defined in Section 1.1(a) of the Note Purchase Agreement).
2. The definition of "Minimum Subordination Amount" is
hereby amended in its entirety to read as follows:
Minimum Subordination Amount: For any date of
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determination, the greater of (i) the excess of (x)
the Outstanding Amount of the Class A Notes divided
by 1.00 minus the Minimum Subordination Percentage
over (y) the Outstanding Amount of the Class A Notes
and (ii) $30 million prior to July 8 2002, and $0
thereafter; provided, however, that from and after
the occurrence of an Event of Default (unless such
Event of Default is waived pursuant to the terms of
the Basic Documents) the Minimum Subordination Amount
shall equal the Outstanding Amount of the Class A
Notes.
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3. Annex I (Form of Series 2000-1 Borrowing Base Report) is hereby amended
in its entirety to read as set forth on the attachment hereto.
4. Section 2.1(b) is hereby amended by inserting the phrase "and the
Issuer Net Worth would be less than the Required Net Worth" after the phrase
"the Minimum Subordination Amount" appearing in clause (X)(ii) thereof.
5. Section 2.2(b) is hereby amended by inserting the phrase "and
the Issuer Net Worth would be less than the Required Net Worth" after the phrase
"the Minimum Subordination Amount" appearing in clause (ii) of the proviso
thereof.
6. Section 3.2(iii) is hereby amended in its entirety to read as follows:
(iii) On and as of such day, after giving effect to
such Purchase (A) the Outstanding Amount of the Class A Notes does not
exceed the lesser of (x) the Purchase Limit, or (y) the amount such
that the Subordination Amount for the Series 2000-1 Notes would be less
than the Minimum Subordination Amount and (B) the Issuer Net Worth is
at least equal to the Required Net Worth;
7. Clause (iv) of Exhibit A is hereby amended in its entirety to read as
follows:
(iv) As of the date hereof (after giving effect to
the Purchase requested hereby) (A) the Outstanding Amount of
the Class A Notes does not exceed the lesser of (x) the
Purchase Limit or (y) the amount such that the Subordination
Amount for the Series 2000-1 Notes would be less than the
Minimum Subordination Amount and (B) the Issuer Net Worth is
at least equal to the Required Net Worth. For purposes hereof,
such calculations have been re-calculated by the Issuer based
upon amounts and percentages as of the date hereof (after
giving effect to the Purchase requested hereby).
8. Except as otherwise set forth herein, the Note Purchase Agreement shall
continue in full force and effect in accordance with its terms.
9. This Amendment No. 2 may be executed in one or more counterparts, each
of which, when so executed, shall be deemed an original; such counterparts,
together, shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
THE ISSUER: MCG MASTER TRUST
By: MCG CAPITAL CORPORATION
(f/k/a MCG Credit Corporation)
By /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President and
Chief Operating Officer
THE SERVICER: MCG CAPITAL CORPORATION
(f/k/a MCG Credit Corporation)
By /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President and
Chief Operating Officer
THE PURCHASERS: VARIABLE FUNDING CAPITAL
Commitment: $200,000,000 CORPORATION, a Delaware corporation
By: First Union Securities, Inc., as
Attorney-in-fact
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Vice President
Variable Funding Capital Corporation
c/o First Union Securities, Inc.
One Wachovia Center, TW9
Attention: Conduit Administration
Facsimile Number (000) 000-0000
Telephone Number: (000) 000-0000
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THE DEAL AGENTS FIRST UNION SECURITIES, INC.
("VFCC Deal Agent") and THE
ADMINISTRATIVE AGENT:
By: /s/ Xxxx Xxxxxxxxx Xxxx
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Name: Xxxx Xxxxxxxxx Xxxx
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Title: Vice President
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First Union Securities, Inc.
Xxx Xxxxxxxx Xxxxxx, XX0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Conduit Administration
Facsimile Number: (000) 000-0000
Telephone Number: (000) 000-0000
WACHOVIA BANK, NATIONAL ASSOCIATION
(f/k/a First Union National Bank)
By: /s/ Xxx Xxxx
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Name: Xxx Xxxx
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Title: Director
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