Exhibit 10.53



 
 
Exhibit 10.53 
 
January 27, 2003 
 

	 MCG Master Trust
 c/o MCG Capital Corporation
 1100 Wilson Boulevard, Suite 800
 Arlington, VA 22209
 Attn: Chief Financial Officer and
             General Counsel
  
 MCG Capital Corporation
 1100 Wilson Boulevard, Suite 800
 Arlington, VA
22209
 Attn: Chief Financial Officer and
             General Counsel
  
	  	 Wachovia Bank, National Association,
 As Liquidity Agent
 One Wachovia Center, Mail Code: NC0610
 Charlotte, North Carolina 28288
 Attention:
Capital Markets Credit
                     Administration
 Facsimile No. (704) 374-3254
 Confirmation No.: (704) 374-4001

	 Variable Funding Capital Corporation
 c/o Wachovia Securities, Inc.
 One Wachovia Center
 Charlotte, North Carolina 28288
 Attention: Conduit
Administration
 Facsimile No.: (704) 383-6036
 Confirmation No.: (704) 383-9343
	  	 Wells Fargo Bank Minnesota,
 National Association
 6th and Marquette Streets
 MAC# N9311-161
 Minneapolis, MN 55679
 Attn: Corporate Trust Services –
             Asset Backed Admin.


 
 

	Re:	 	Note Purchase Agreement dated as of June 1, 2000 (as amended, the “Agreement”) among MCG Capital Corporation, as Servicer (“MCG”), MCG Master
Trust, as Issuer (the “Issuer”), Variable Funding Capital Corporation, as a CP Purchaser (“VFCC”) and Wachovia Securities, Inc., as VFCC Deal Agent and as Administrative Agent  

 
Ladies and Gentlemen: 
 
Reference is hereby made to the Agreement. Capitalized terms
used in this letter (the “Letter”) and not otherwise defined herein shall have the meanings given to such terms in the Agreement or in Appendix A to the Sale and Servicing Agreement (as defined in the Agreement) or in the Terms Supplement
relating to the Series 2000-1 Notes. 
 
For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 
 









 

	1.	 	Waiver. The parties hereto agree that for purposes of any reports required to be prepared, and any tests required to be satisfied, under the Basic Documents
on or before January 27, 2003 (including, without limitation, any reports or tests as of December 31, 2002), the requirement that the Average Portfolio Charged-Off Ratio not exceed a specified percentage is hereby waived. This is a one-time waiver
and shall not be construed to be (i) a modification or waiver as to future compliance with the Average Portfolio Charged-Off Ratio, (ii) a waiver of any Termination Event or Potential Termination Event that may exist on or after January 28, 2003 or
(iii) an amendment or modification to the Agreement or any other Basic Document except as expressly set forth in this Letter or otherwise with respect to any period on or after January 28, 2003. This limited waiver is expressly subject to the terms
of this Letter. 

 

	2.	 	Representations and Warranties. Upon giving effect to paragraph 1 of this Letter, each of MCG and the Trust represents and warrants that as of the date hereof
no event has occurred and is continuing which constitutes a Termination Event or a Potential Termination Event. 

 

	3.	 	Effect of Modification. Except as expressly modified in this Letter, all of the terms, provisions and conditions of the Agreement and the other Basic
Documents are hereby ratified and confirmed and shall remain unchanged and in full force and effect. 

 

	4.	 	Expenses. MCG agrees to pay all reasonable costs and expenses incurred in connection with the preparation, execution and delivery of this Letter, including
the reasonable fees and expenses of the Deal Agent’s legal counsel. 

 

	5.	 	Condition Precedent. The effectiveness of this Letter is subject to the receipt by the Deal Agent of executed counterparts (or other evidence of execution,
including facsimile signatures, satisfactory to Deal Agent) of this Letter, which collectively shall have been duly executed on behalf of each of the parties hereto. The effectiveness of this Letter also is subject to MCG’s covenant not to
request a Swingline Advance on January 27, 2003. 

 

	6.	 	Counterparts/Telecopy. This Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all
of which shall constitute one and the same instrument. Delivery of executed counterparts by telecopy shall be effective as an original and shall constitute a representation that an original will be delivered (provided that failure of an original to
be delivered shall not impair the effectiveness of this Letter). 

 

	7.	 	GOVERNING LAW. THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW. 

 

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	8.	 	ENTIRETY. THIS LETTER, THE AGREEMENT AND THE OTHER BASIC DOCUMENTS EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF. THIS LETTER, THE AGREEMENT AND THE OTHER BASIC DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. 

 

	 Sincerely,
  
 WACHOVIA SECURITIES, INC.,
 as Deal
Agent

	
	 By:
	 	 /s/ RAJ SHAH      


	 Name
	 	 Raj Shah

	 Title:
	 	 Director



 
Accepted and
Agreed: 
 
MCG CAPITAL CORPORATION


	
	 By:
	 	 /s/ STEVEN F. TUNNEY         


	 Name:
	 	 Steven F. Tunney

	 Title:
	 	 President
  


 
MCG MASTER TRUST 

	
	 By:
	 	 MCG CAPITAL CORPORATION
 (as Servicer)


 

	
	 By:
	 	 /s/ STEVEN F. TUNNEY       


	 Name:
	 	 Steven F. Tunney

	 Title:
	 	 President


 
VARIABLE FUNDING CAPITAL 
CORPORATION, 

	 By:
	 	 Wachovia Securities, Inc.,       

	 as attorney-in-fact


 

	
	 By:
	 	 /s/ DOUGLAS R. WILSON, SR.       


	 Name:
	 	 Douglas R. Wilson, Sr.

	 Title:
	 	 Vice President


 

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