0001141299-09-000006 Sample Contracts

SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • October 29th, 2009 • MCG Capital Corp • New York

SECOND AMENDMENT AGREEMENT, dated as of October 28, 2009 (this “Agreement” or "Second Amendment"), is entered into by and among MCG CAPITAL CORPORATION, a Delaware corporation (the “Company”), and the holders of the Notes party hereto relating to the Note Purchase Agreement, dated as of October 11, 2005, between the Company and each of the purchasers listed therein pursuant to which the Company issued $50,000,000 aggregate principal amount of its 6.73% Series 2005-A Senior Notes due October 11, 2010 (the “Notes” or "Existing Notes") , as amended by that certain First Amendment Agreement (the "First Amendment" dated as of February 26, 2009 and that certain Consent Request dated July 13, 2009 (as amended, the “Note Purchase Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Note Purchase Agreement.

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SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • October 29th, 2009 • MCG Capital Corp • New York

SECOND AMENDMENT AGREEMENT, dated as of October 28 2009 (this "Agreement" or "Second Amendment"), is entered into by and among MCG CAPITAL CORPORATION, a Delaware corporation (the "Company"), and the holders of the Notes party hereto relating to the Note Purchase Agreement, dated as of October 3, 2007, between the Company and each of the purchasers listed therein pursuant to which the Company issued $25,000,000 aggregate principal amount of its 6.71% Series 2007-A Senior Notes due October 3, 2012 (the "Notes""), as amended by that certain First Amendment Agreement (the "First Amendment" dated as of February 26, 2009 and that certain Consent Request dated July 13, 2009 (as amended, the "Note Purchase Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Note Purchase Agreement.

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