Exhibit 10.55



Exhibit 10.55 
 
AMENDMENT NO. 4 
TO 
SERIES 2000-1 TERMS SUPPLEMENT 
 
AMENDMENT NO. 4, dated as of February 14, 2003, between MCG
Master Trust (the “Issuer”) and Wells Fargo Bank Minnesota, National Association (f/k/a Norwest Bank Minnesota, National Association), as Indenture Trustee (the “Indenture Trustee”). 
 
WHEREAS, the Issuer and the Indenture Trustee entered into the
Indenture dated as of June 1, 2000 (as amended, the “Indenture”) and the Series 2000-1 Terms Supplement to the Indenture dated as of June 1, 2000 (as amended, the “Series 2000-1 Terms Supplement”) in connection with the issuance
by the Issuer of the MCG Master Trust Notes, Series 2000-1 (the “Notes”); and 
 
WHEREAS, Section 9.02 of the Indenture and Section 5.5 of the Series 2000-1 Terms Supplement permit the Series 2000-1 Terms Supplement to be amended from time to time pursuant to the conditions set
forth therein; and 
 
WHEREAS, the parties hereto
wish to amend the Series 2000-1 Terms Supplement 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 agrees as follows: 
 
1.    Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed thereto in the Series 2000-1 Terms Supplement and in Appendix A to the Sale and Servicing Agreement dated as of June 1, 2000, as amended, among the Issuer, MCG Finance II, LLC (f/k/a MCG Finance
Corporation II) and MCG Capital Corporation (f/k/a MCG Credit Corporation). 
 
2.    Clause (vii) of the definition “TERMINATION EVENT” is hereby deleted and replaced with the following: 
 
as of any Determination Date through and including June 30,
2003, the Average Portfolio Charged-Off Ratio is greater than 7.00% or, as of any Determination Date occurring thereafter, the Average Portfolio Charged-Off Ratio is greater than 3.00%; or 
 
3.    Clause (a) of Section 3.4 is hereby deleted and replaced with the following:

 
At all times that Advances are outstanding, if
the Average Portfolio Yield is less than 4.75%, the Issuer shall enter into one or more Hedge Transactions, provided that each such Hedge Transaction shall: 







 
4.    Clause (a)(ii) of Section 3.4 is hereby deleted and replaced with the following: 
 
have a notional amount such that the Hedge Notional Amount in effect during any Interest Accrual Period shall be equal to at least 100% of
the product of the Applicable Percentage for Series 2000-1 and the aggregate Principal Balance of all Eligible Loans that are not Variable Rate Loans (or if the Average Portfolio Yield is less than 1.75%, 100% of the product of the Applicable
Percentage for Series 2000-1 and the aggregate Principal Balance of all Eligible Loans). 
 
5.    Except as otherwise set forth herein, the Series 2000-1 Terms Supplement shall continue in full force and effect in accordance with its terms. 
 
6.    This Amendment No. 4 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. 
 
7.    The provisions of this Amendment No. 4 are subject to (i) the receipt by the
Administrative Agent of executed counterparts (or other evidence of execution, including facsimile signatures, satisfactory to Administrative Agent) of this Amendment and of the letter agreement dated February 14, 2003 among Wachovia Securities,
Inc., as Deal Agent, MCG Capital Corporation, MCG Master Trust, and Variable Funding Capital Corporation (the “Letter”), in each case, duly executed on behalf of each of the parties hereto and thereto and (ii) the satisfaction of the
conditions precedent set forth in paragraph 6 of the Letter. 
 
[SIGNATURE PAGE TO FOLLOW] 
 

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IN WITNESS
WHEREOF, the undersigned have executed this Amendment No. 4 to Series 2001-1 Terms Supplement as of the day and year first above written. 
 
MCG MASTER TRUST: 
 

	 By:
	 	 MCG CAPITAL CORPORATION
 (f/k/a MCG Credit Corporation)

	
	 By:
	 	 /s/    SAMUEL G.
RUBENSTEIN

	 	 	

	 	 	 Name:  Samuel G. Rubenstein

	 	 	 Title:    General Counsel and
Executive
            Vice President



 

	 	 	 WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (f/k/a Norwest Bank Minnesota, National Association), not in its
individual capacity but solely as Indenture Trustee

	
	 By:
	 	 /s/    TIMOTHY
MATYI

	 	 	

	 	 	 Name:  Timothy Matyi

	 	 	 Title:    Assistant Vice President



 

	 CONSENTED TO:

	
	 WACHOVIA SECURITIES, INC.
 (f/k/a First Union Securities, Inc.),

	 as Administrative Agent

	
	 By
	 	 /s/    RAJ SHAH

	 	 	

	 	 	 Name:  Raj Shah

	 	 	 Title:    Director

	
	 VARIABLE FUNDING CAPITAL CORPORATION,
 as Sole Noteholder

	
	 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


 

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