0001193125-08-221756 Sample Contracts

RESTRICTED STOCK AGREEMENT FOR MCG EMPLOYEE UNDER 2008 RETENTION PROGRAM
Restricted Stock Agreement • October 31st, 2008 • MCG Capital Corp • Delaware

This Restricted Stock Agreement (“Agreement”) is effective as of the [ ] day of [ ], 2008, (the “Award Date”) by and between MCG Capital Corporation, a Delaware corporation (the “Company”), and [ ] (“Employee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • October 31st, 2008 • MCG Capital Corp • Virginia

THIS EMPLOYMENT AGREEMENT entered into as of the 28th day of October, 2008 (the “Effective Date”), by and between MCG Capital Corporation (the “Company”), a Delaware corporation, and Stephen J. Bacica, an individual (the “Executive”) (hereinafter collectively referred to as the “Parties”).

TENTH AMENDMENT TO SALE AND SERVICING AGREEMENT
Sale and Servicing Agreement • October 31st, 2008 • MCG Capital Corp • New York

THIS TENTH AMENDMENT TO THE SALE AND SERVICING AGREEMENT, dated as of July 9, 2008 (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 Robinson Humphrey, Inc., as the administrative agent (in such capacity, the “Administrative Agent”), and Wells Fargo Bank, National Association, as the backup servicer (in such capacity, the “Backup Servicer”) and as trustee (in such capacity, the “Trustee”).

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