Exhibit f.9
EXECUTION COPY
AMENDMENT NO. 2
TO
SERIES 2000-1 TERMS SUPPLEMENT
AMENDMENT NO. 1, dated as of May 20, 2002, between MCG Master Trust
(the "Issuer") and Xxxxx Fargo Bank Minnesota, National Association (f/k/a
Norwest Bank Minnesota, National Association), as Indenture Trustee (the
"Indenture Trustee").
WHEREAS, the Issuer and the Indenture Trustee entered into the
Indenture dated as of June 1, 2000 (as amended, the "Indenture") and the Series
2000-1 Terms Supplement to the Indenture dated as of June 1, 2000 (as amended,
the "Series 2000-1 Terms Supplement") in connection with the issuance by the
Issuer of the MCG Master Trust Notes, Series 2000-1 (the "Notes"); and
WHEREAS, Section 9.02 of the Indenture and Section 5.5 of the Series
2000-1 Terms Supplement permit the Series 2000-1 Terms Supplement to be amended
from time to time pursuant to the conditions set forth therein; and
WHEREAS, the parties hereto wish to amend the Series 2000-1 Terms
Supplement 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 agrees as follows:
1. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed thereto in the Series 2000-1 Terms Supplement and in Appendix
A to the Sale and Servicing Agreement dated as of June 1, 2000, as amended,
among the Issuer, MCG Finance II, LLC (f/k/a MCG Finance Corporation II) and MCG
Capital Corporation (f/k/a MCG Credit Corporation).
2. A new definition of "Issuer Net Worth" is hereby added to read in its
entirety as follows:
ISSUER NET WORTH: As of any date of determination
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an amount equal to the excess, if any, of (i) the sum of(x) the AOLB plus
(y) all Principal Collections on deposit in the Principal and Interest
Account or the Funding Account,over (ii) the Outstanding Amount of the
Notes.
3. A new definition of "Required Net Worth" is hereby added to read in
its entirety as follows:
REQUIRED NET WORTH: As of any date (i) prior to July
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8, 2002, $0 and (ii) on or after July 8, 2002,$75,000,000.
4. The definition of "Termination Event" is hereby amended as
follows:
A new clause (xviii) is hereby added to such definition to read
in its entirety as follows:
(xviii) as of any date, the Issuer Net Worth is less than the
Required Net Worth and such condition exists for a period of 5 consecutive
Business Days.
5. Exhibit C (Form of Series 2000-1 Monthly Servicer Report) is
hereby amended in its entirety to read as set forth on the attachment hereto.
6. Except as otherwise set forth herein, the Series 2000-1 Terms
Supplement shall continue in full force and effect in accordance with
its terms.
7. 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.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2
to Series 2001-1 Terms Supplement as of the day and year first above written.
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
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION(f/k/a
Norwest Bank Minnesota,
National Association), not in
its individual capacity but
solely as Indenture Trustee
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Assistant Vice President
CONSENTED TO:
FIRST UNION SECURITIES, INC.,
as Administrative Agent
By /s/ Xxxx Xxxxxxxxx Xxxx
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Name: Xxxx Xxxxxxxxx Xxxx
Title: Vice President
VARIABLE FUNDING CAPITAL CORPORATION,
as Sole Noteholder
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
EXHIBIT C
MCG
SERIES 2000-1 Monthly Servicer Report
