AMENDMENT NO. 3 TO NOTEPURCHASE AGREEMENT

 

 

AMENDMENT NO. 3, dated as of July 8, 2002, among MCG Master Trust (the “Issuer”), MCG Capital Corporation (f/k/a MCG Credit Corporation) (the “Servicer”), Variable Funding Capital Corporation (the “Purchaser”), Wachovia Securities, Inc. (f/k/a First Union Securities, Inc.) (the “VFCC Deal Agent” and the “Administrative Agent”) and Wachovia Bank, National Association (f/k/a First Union National Bank) (“Wachovia”), to that certain Note Purchase Agreement dated as of June 1, 2000 (as amended by Amendment No. 1, the Omnibus Amendment thereto and Amendment No. 2, the “Note Purchase Agreement”) among the Issuer, the Servicer, the Purchaser and the VFCC Deal Agent.

 

WHEREAS, the Issuer, the Servicer, the Purchaser and the VFCC Deal Agent entered into the Note Purchase Agreement in connection with the issuance by the Issuer of the MCG Master Trust Notes; and

 

WHEREAS, Section 9.1 of the Note Purchase Agreement permits the Note Purchase Agreement to be amended from time to time pursuant to the conditions set forth therein; and

 

WHEREAS, the parties hereto wish to amend the Note Purchase Agreement 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 agree as follows:

 

1. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in Appendix A to the Sale and Servicing Agreement (as defined in Section 1.1(a) of the Note Purchase Agreement).

 

2. The definition of “Facility Termination Date” is hereby amended in its entirety to read as follows:

 

Facility Termination Date: July 7, 2005, or such other date to which the Facility Termination Date may be modified in accordance with the terms of Section 2.1.

 

3. Except as otherwise set forth herein, the Note Purchase Agreement shall continue in full force and effect in accordance with its terms.

 

4. This Amendment No. 3 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.

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IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

THE ISSUER:		MCG MASTER TRUST
		By:		MCG CAPITAL CORPORATION (f/k/a MCG Credit Corporation)
				By    /s/ STEVEN F. TUNNEY        Name:  Steven F. Tunney        Title:    President and Chief Operating Officer
THE SERVICER:		MCG CAPITAL CORPORATION (f/k/a MCG Credit Corporation)
				By    /s/ STEVEN F. TUNNEY        Name:  Steven F. Tunney       Title:    President and Chief Operating Officer
THE PURCHASERS:		VARIABLE FUNDING CAPITAL
Commitment: $200,000,000		CORPORATION, a Delaware corporation   By: WACHOVIA SECURITIES, INC. (f/k/a First Union Securities, Inc.), as Attorney-in-fact
				By:     /s/ DOUGLAS R. WILSON, SR.
				Name:  Douglas R. Wilson, Sr.
				Title:   Vice President
		Variable Funding Capital Corporation c/o Wachovia Securities, Inc. One Wachovia Center, TW9 Attention: Conduit Administration Facsimile Number ###-###-#### Telephone Number: (704) 383-6036

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THE DEAL AGENTS		WACHOVIA SECURITIES, INC. (f/k/a First Union Securities Inc.)
(“VFCC Deal Agent”) and THE ADMINISTRATIVE AGENT:
		By:    /s/ MARY KATHERINE JETT
		Name:  Mary  Katherine  Jett
		Title:  Vice President
		Wachovia Securities, Inc. One Wachovia Center, TW9 Charlotte, North Carolina 28288 Attention: Conduit Administration Facsimile Number: (704) 374-2520 Telephone Number: (704) 383-6036
		WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a First Union National Bank)
		By:   /s/ RAJ SHAH
		Name: Raj Shah
		Title:   Director

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