0001193125-09-047953 Sample Contracts

RESTRICTED STOCK AGREEMENT FOR MCG EMPLOYEE
Restricted Stock Agreement • March 9th, 2009 • 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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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 9th, 2009 • MCG Capital Corp

THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT entered into by and between MCG Capital Corporation (the “Company”), a Delaware corporation and Robert J. Merrick, an individual (the “Executive”) (hereinafter collectively referred to as the “Parties”).

RESTRICTED STOCK AGREEMENT FOR EXECUTIVE OFFICER
Restricted Stock Agreement • March 9th, 2009 • MCG Capital Corp • Delaware

This Restricted Stock Agreement (“Agreement”) is made this 21st day of November, 2006, (the “Award Date”) by and between MCG Capital Corporation, a Delaware corporation (the “Company”), and Steven F. Tunney (“Employee”).

AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • March 9th, 2009 • MCG Capital Corp • Minnesota

AMENDED AND RESTATED CUSTODY AGREEMENT, dated as of December 11, 2008 (as may be amended and modified from time to time, this “Agreement”), by and between MCG Capital Corporation (“MCG”) and Wells Fargo Bank, National Association, as custodian (the “Custodian”).

PARTIAL TERMINATION OF DEED OF LEASE
Partial Termination of Deed of Lease • March 9th, 2009 • MCG Capital Corp
EIGHTH AMENDMENT TO SALE AND SERVICING AGREEMENT
Sale and Servicing Agreement • March 9th, 2009 • MCG Capital Corp • New York

THIS EIGHTH AMENDMENT TO THE SALE AND SERVICING AGREEMENT, dated as of November 16, 2007 (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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