0001193125-12-013841 Sample Contracts

AMENDMENT NO. 4 TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT
Sale and Servicing Agreement • January 17th, 2012 • MCG Capital Corp • New York

THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of January 17, 2012 (this “Amendment”), is entered into by and among MCG Commercial Loan Funding Trust, as the seller (in such capacity, the “Seller”), MCG Capital Corporation, as the originator (in such capacity, the “Originator”) and as the servicer (in such capacity, the “Servicer”), Three Pillars Funding LLC, as a purchaser (“Three Pillars”), 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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PREPAYMENT AND WAIVER AGREEMENT
Prepayment and Waiver Agreement • January 17th, 2012 • MCG Capital Corp • New York

THIS PREPAYMENT AND WAIVER AGREEMENT, dated as of January 17, 2012 (this “Agreement”), 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 (as amended and reissued, the “Series 2007-A Notes”), as amended from time to time (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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