EXHIBIT 10.1



 Exhibit 10.1 
 EXECUTION COPY 
 AMENDMENT NO. 2 

TO 

AMENDED AND RESTATED SALE AND SERVICING AGREEMENT 
 THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of January 25, 2011 (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”). 
 RECITALS 
 WHEREAS, the Seller, the Originator, the Servicer, Three Pillars, the
Administrative Agent, the Backup Servicer and the Trustee are parties to the Amended and Restated Sale and Servicing Agreement dated as of February 26, 2009, as amended by an Amendment No. 1 dated as of February 17, 2010 (as so
amended, the “Agreement”); and 
 WHEREAS, such parties hereto desire to amend the Agreement as hereinafter set forth.

 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows: 
 1. Certain Defined Terms. Each capitalized term that is used herein without definition and that is
defined or incorporated by reference in the Agreement shall have the same meaning herein as therein defined or incorporated. 

2. Amendments to the Agreement. The Agreement is hereby amended as follows: 

2.1 The definition of “Amendment Date” is hereby added to Section 1.1 of the Agreement in its
correct alphabetical order to read as follows: 
 “Amendment Date”: January 25, 2011.

 2.2 The definition of “Borrowing Base” in Section 1.1 of the Agreement is hereby amended
to add the phrase “, minus (iv) the CCC Haircut Amount” at the end thereof. 







 2.3 The definition of “Business Day” in Section 1.1 of
the Agreement is hereby amended and restated in its entirety to read as follows: 
 “Business
Day”: Any day other than a Saturday or a Sunday on which (a) banks are not required or authorized to be closed in the States of Minnesota, New York, Georgia or Virginia, (b) if the term “Business Day” is used in
connection with the determination of the LIBOR Rate, dealings in United States dollar deposits are carried on in the London interbank market and (c) if the term “Business Day” is used in connection with the determination of the CP
Rate, commercial paper markets in the United States are open. 
 2.4 The definition of “CCC Excess
Loans” is hereby added to Section 1.1 of the Agreement in its correct alphabetical order to read as follows: 
 “CCC Excess Loans”: The Outstanding Loan Balance of CCC Loans in excess of (a) from the Amendment Date, 60%, (b) after March 31, 2011, 55%, (c) after June 30,
2011, 50%, (d) after September 30, 2011, 45%, (e) after December 31, 2011, 40%, (f) after March 31, 2012, 35%, (g) after June 30, 2012, 30%, (h) after September 30, 2012, 25%, and (i) after
December 31, 2012, 20% of the Aggregate Outstanding Loan Balance; provided however, following the completion of a follow-on equity offering by MCG Capital and at the request of the Administrative Agent, CCC Excess Loans shall
equal the Outstanding Loan Balance of CCC Loans in excess of 20% of the Aggregate Outstanding Loan Balance. The CCC Excess Loans shall be determined by ranking all CCC Loans, as of any date of determination, from lowest Fair Market Value Percentage
to highest Fair Market Value Percentage, with those ranking lowest in Fair Market Value Percentage and having an aggregate Outstanding Loan Balance in excess of the applicable threshold above constituting “CCC Excess Loans” in the manner
set forth in the example attached as Schedule VIII. 
 2.5 The definition of “CCC Haircut
Amount” is hereby added to Section 1.1 of the Agreement in its correct alphabetical order to read as follows: 
 “CCC Haircut Amount”: On any day of determination, an amount equal to the sum of the amounts, if any, for each CCC Excess Loan by which (a) the Outstanding Loan Balance for such Loan
exceeds (b) the product of (i) 60% times (ii) sum of (a) all future Scheduled Payments becoming due under or with respect to such Loan plus (b) any past due Scheduled Payments with respect to such Loan, calculated in the
manner set forth in the example attached as Schedule VIII. 
 2.6 The definition of “CCC
Loans” is hereby added to Section 1.1 of the Agreement in its correct alphabetical order to read as follows: 
 “CCC Loans”: With respect to any date of determination, any Eligible Loan that (a) has a Moody’s Rating of “Caa1” or below or (b) has an S&P Rating of
“CCC+” or below; provided that the calculation of CCC Loans for purposes of this definition and the definition of “CCC Excess Loans” shall be net of (and exclude) Loans identified by the Servicer that are included in the
Excess Concentration Amount calculation by virtue of clause (6) of the definition of “Pool Concentration Criteria”. 

  
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 2.7 Clause (29) of the definition of “Eligible Loan”
in Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows: 

(29) if added prior to the Amendment Date, such Loan is a Senior Secured Loan or Junior Subordinated Loan or a Senior
Subordinated Loan that was previously a Junior Subordinated Loan and if such Loan is added after the Amendment Date, such Loan is a Senior Secured Loan, excluding Senior B Loans; 

2.8 Clause (32) of the definition of “Eligible Loan” in Section 1.1 of the Agreement is
hereby amended and restated in its entirety to read as follows: 
 (32) such Loan (i) has an Investment
Rating of 3.00 or better, (ii) is not a Modified Loan and (iii) is not rated below “CCC-” by S&P or below “Caa3” by Moody’s; 

2.9 The following new clause (45) is hereby added to the definition of “Eligible Loan” in
Section 1.1 of the Agreement to read as follows: 
 (45) such Loan (i) does not allow for
interest to be paid less frequently than semi-annually and (ii) is not a PIK Loan; and 
 2.10 The following
new clause (46) is hereby added to the definition of “Eligible Loan” in Section 1.1 of the Agreement to read as follows: 
 (46) the Obligor on such Loan is not in an industry segment with SIC codes “Radio (without FCC licenses) 4832” or “Paging 517211”. 

2.11 The definition of “Fair Market Value Percentage” is hereby added to Section 1.1 of the
Agreement in its correct alphabetical order to read as follows: 
 “Fair Market Value
Percentage”: With respect to any Loan, and of any date of determination, an amount (expressed as a percentage) equal to (i) the Fair Market Value of such Loan divided by (ii) the sum of (a) all future Scheduled Payments
becoming due under or with respect to such Loan plus (b) any past due Scheduled Payments with respect to such Loan. 
 2.12 The definition of “Financing Subsidiary” is hereby added to Section 1.1 of the Agreement in its correct alphabetical order to read as follows: 

“Financing Subsidiary”: A wholly-owned Subsidiary of MCG Capital that is a bankruptcy remote special
purpose entity established in connection with a Permitted Securitization Transaction. 
 2.13 The definition of
“Interest Rate” in Section 1.1 of the Agreement is hereby amended in its entirety to read as follows: 
 “Interest Rate”: For any Accrual Period and for each Advance outstanding by a Purchaser for each day during such Accrual Period: 

(i) to the extent the Purchaser has funded the applicable Advance through the issuance of commercial paper, a rate equal to the applicable
CP Rate plus the Applicable Margin; or 

  
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 (ii) to the extent the Purchaser did not fund the applicable Advance through the issuance of
commercial paper, a rate equal to the Alternative Rate plus the Applicable Margin; 
 provided, however, that the
Interest Rate shall be the Base Rate for any Accrual Period for any Advance as to which the related Purchaser has funded the making or maintenance thereof by a sale of an interest therein to any Liquidity Bank under the applicable Liquidity
Agreement on any day other than the first day of such Accrual Period and without giving such Liquidity Bank(s) at least three Business Days’ prior notice of such assignment; provided, further, that from and after the occurrence
and continuation of any Termination Event that has not been waived, the Interest Rate shall be a per annum rate equal to the Base Rate, plus 3.0%. 
 2.14 The definition of “Legal Final Maturity Date” in Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows: 

“Legal Final Maturity Date”: The date which is 12 months following the Termination Date. 

2.15 The definition of “LIBOR Rate” in Section 1.1 of the Agreement is hereby amended and restated
in its entirety to read as follows: 
 “LIBOR Rate”: For any day during any Accrual Period, a
rate per annum equal to: 
 (1) the rate per annum for one month deposits appearing on page BBAM on the
Bloomberg Terminal (successor to Telerate page 3750) (“Page BBAM”) (or any other page that may replace such page from time to time for the purpose of displaying offered rates of leading banks for London interbank deposits for one
month in United States dollars) at approximately 11:00 a.m. (London time) on the Business Day which is the second (2nd) Business Day immediately preceding the applicable Funding Date (with respect to the initial Accrual Period for such Advance)
and as of the second (2nd) Business Day immediately preceding the first (1st) day of the applicable Accrual Period (with respect to all subsequent Accrual Periods for such Advance); 

(2) if no such rate is shown, the LIBOR Rate shall be the rate per annum (rounded upwards, if necessary, to the nearest
1/100th of one percent) based on the rates at which Dollar deposits for one month are displayed on page “LIBOR” of the Reuters Screen as of 11:00 a.m. (London time) on the Business Day which is the second (2nd) Business Day
immediately preceding the applicable Funding Date (with respect to the initial Accrual Period for such Advance) and as of the second (2nd) Business Day immediately preceding the first (1st) day of the applicable Accrual Period (with
respect to all subsequent Accrual Periods for such Advance) (it being understood that if at least two (2) such rates appear on such page, the rate will be the arithmetic mean of such displayed rates); or 

(3) in the event that fewer than two (2) such rates are displayed, or if no such rate is relevant, the LIBOR Rate
shall be the rate per annum equal to the average of the rates at which deposits in Dollars are offered by SunTrust Bank at approximately 11:00 a.m. (London time) on the Business Day which is the second (2nd) Business Day


  
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immediately preceding the applicable Funding Date (with respect to the initial Accrual Period for such Advance) and as of the second (2nd) Business Day immediately preceding the first
(1st) day of the applicable Accrual Period (with respect to all subsequent Accrual Periods for such Advance) to prime banks in the London interbank market for a one month period. 

2.16 The definition of “Moody’s Rating” in Section 1.1 of the Agreement is hereby amended and
restated in its entirety to read as follows: 
 “Moody’s Rating”: With respect to any Loan, (a) if the
Obligor of such Loan has a senior implied rating from Moody’s, then the Moody’s Rating of such Loan shall be such implied rating, (b) if the Obligor of such Loan does not have a senior implied rating from Moody’s but the Loan is
rated by Moody’s, then the Moody’s Rating of such Loan shall be such rating, (c) if the Obligor of such Loan does not have senior implied rating from Moody’s and such Loan is not rated by Moody’s but the Obligor has a senior
unsecured obligation publicly rated by Moody’s, then the Moody’s Rating of such Loan shall be such rating, (d) if the Obligor of such Loan does not have senior implied rating from Moody’s and neither such Loan nor any senior
unsecured obligation of the Obligor has been publicly rated by Moody’s, then the Moody’s Rating of such Loan shall be a rating estimate as assigned by Moody’s at the request of the Seller (or the Servicer on behalf of the Seller), and
(e) (i) for Loans that have not been rated by Moody’s, the Moody’s Rating shall be determined assuming a rating of “Caa1” (provided that such “Caa1” assumption may be revised by Moody’s at any time based
on its further review of the Loans in the Asset Pool unless clause (ii) below applies) and (ii) for Loans that have not been rated by Moody’s but for which the documentation with respect to such Loans has been submitted to
Moody’s within 15 days of acquisition of the applicable Loan by the Seller in order to permit Moody’s to issue a shadow rating, but such shadow rating has not yet been issued by Moody’s, then, provided that there is no Termination
Event or Unmatured Termination Event that has occurred and is continuing at such time, the Moody’s Rating shall be determined using the rating assigned to such Loans by the Servicer (consistent with the Investment Rating of such Loans
determined in accordance with the Credit and Collection Policy) but in no event shall the rating used be higher than “B1”; provided, that (x) from and after the date Moody’s issues a shadow rating for
any Loan described in clause (e)(i) or clause (e)(ii) above, the Moody’s Rating shall be determined in accordance with clause (d) above and (y) in the event that a Moody’s shadow rating is not issued for any Loan described in
clause (e)(ii) above within 90 days of acquisition of the applicable Loan by the Seller, the Moody’s Rating shall be determined in accordance with clause (e)(i) above; and provided, further, that no
more than 10% of the Aggregate Outstanding Loan Balance may consist of Eligible Loans with a Moody’s Rating determined in accordance with clause (e)(ii) above (the Moody’s Rating of any excess of such applicable percentage to be


  
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determined in accordance with clause (e)(i) above); and provided, further, that if a Loan (A) is placed on a watch list for possible upgrade by Moody’s, the
Moody’s Rating applicable to such Loan shall be one rating subcategory above the Moody’s Rating applicable to such Loan immediately prior to such Loan being placed on such watch list, (B) if a Loan is placed on a watch list for
possible downgrade by Moody’s, the Moody’s Rating applicable to such Loan shall be one rating subcategory below the Moody’s Rating applicable to such Loan immediately prior to such Loan being placed on such watch list, and
(C) from and after the one-year anniversary of the Amendment Date, if a Loan has rating reaffirmation which is older than twelve (12) months, such Loan shall be deemed to have a rating equal to the lower of (a) “Caa2” or its
equivalent and (b) the prior rating of such Loan. 
 2.17 The second and third sentences of the definition
of “Moody’s Weighted Average Rating” in Section 1.1 of the Agreement are hereby amended and restated in their entirety to read as follows: 
 The “Moody’s Rating Factor” for each Eligible Loan shall be determined using the Moody’s Rating. 

2.18 The definition of “Optional Sale Date” in Section 1.1 of the Agreement is hereby amended and
restated in its entirety to read as follows: 
 “Optional Sale Date”: Any Business Day during
the Revolving Period, provided the requisite written notice is given in accordance with Section 2.17(a). 
 2.19 Clause (1) of the definition of “Pool Concentration Criteria” in Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

 (1) the sum of the Outstanding Loan Balances of all Eligible Loans to a single Obligor (including any
Affiliates thereof) shall not exceed $10,000,000 unless such Obligor held a sum in excess of $10,000,000 prior to the Amendment Date and, in such case, such Obligor (including any Affiliates thereof) shall have a limit equal to the lesser of
(i) $20,000,000 and (ii) the sum of the Outstanding Loan Balances of its Eligible Loans on the Amendment Date (and no additional Eligible Loans or increases in the Outstanding Loan Balance for such Obligor (including any Affiliates
thereof) shall be permitted until such level shall not exceed $10,000,000 (at which time the $10,000,000 limit shall apply)); 
 2.20 The table in clause (3) of the definition of “Pool Concentration Criteria” in Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as
follows: 
 (3) the sum of the Outstanding Loan Balances of all Eligible Loans the Obligors of which are in the
same industry segment (as assigned by the Servicer from the S&P industry classification attached as Schedule IX) shall not exceed (i) 20% for the three largest industry segments, (ii) 15% for the fourth largest industry segment
and (iii) 10% for all other industry segments; 

  
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 2.21 Clause (4) of the definition of “Pool Concentration
Criteria” in Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows: 
 (4) the average Outstanding Loan Balance of the Eligible Loans shall not exceed $7,500,000; 
 2.22 Clause (6) of the definition of “Pool Concentration Criteria” in Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

 (6) the sum of the Outstanding Loan Balances of Eligible Loans the Obligors of which have been assigned an
“Investment Rating” (in accordance with the Credit and Collection Policy) of 3 shall not exceed 40%; 

2.23 Clause (10) of the definition of “Pool Concentration Criteria” in Section 1.1 of
the Agreement is hereby amended and restated in its entirety to read as follows: 
 (10) the sum of the
Outstanding Loan Balances of all Eligible Loans with current semi-annual interest payments shall not exceed 5.0%; 
 2.24 Clause (7) of the definition of “Pool Concentration Criteria” in Section 1.1 of the Agreement is hereby amended in its entirety to read as “[Reserved]”.

 2.25 Clause (15) of the definition of “Pool Concentration Criteria” in
Section 1.1 of the Agreement is hereby amended in its entirety to read as follows: 
 (15) The sum of the Outstanding
Loan Balances of all Warehouse Loans shall not exceed 10%; 
 2.26 Clauses (21) and
(22) of the definition of “Pool Concentration Criteria” in Section 1.1 of the Agreement are hereby deleted in their entirety. 
 2.27 The definition of “Rating Confirmation” in Section 1.1 of the Agreement is hereby deleted in its entirety. 

2.28 The definition of “Required Advance Reduction Amount” in Section 1.1 of the Agreement is hereby
amended and restated in its entirety to read as follows: 
 “Required Advance Reduction Amount”:
As of any Payment Date, the amount of Advances Outstanding required to be repaid in order to cause the Availability to equal or exceed $0. 
 2.29 The last sentence of the definition of “S&P CDO Evaluator Test” in Section 1.1 of the Agreement is hereby deleted in its entirety. 

  
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 2.30 The definition of “S&P Rating” is hereby added to
Section 1.1 of the Agreement in its correct alphabetical order to read as follows: 

“S&P Rating”: With respect to any Loan, the S&P Rating shall be determined in the following
manner: (i) for Loans rated or shadow rated by S&P, such rating, (ii) for Loans that have not been rated by S&P, the S&P Rating shall be determined assuming a rating of “CCC” unless clause (iii) applies, and
(iii) for Loans that have not been rated by S&P but for which the documentation with respect to such Loans has been submitted to S&P within 15 days of acquisition of the applicable Loan by the Seller in order to permit S&P to issue
a shadow rating, then, provided that there is no Termination Event or Unmatured Termination Event that has occurred and is continuing at such time, the S&P Rating shall be determined using the rating assigned to such Loans by the Servicer
(consistent with the Investment Rating of such Loans determined in accordance with the Credit and Collection Policy); provided, that, (x) from and after the date S&P issues a shadow rating for any Loan described
in clause (ii) or (iii) above, the S&P Rating shall be determined in accordance with clause (i) above and (y) in the event that an S&P shadow rating is not issued for any Loan described in clause (iii) above within
90 days of acquisition of the applicable Loan by the Seller, the S&P Rating shall be determined in accordance with clause (ii) above; provided further, that, from and after the one-year anniversary of the
Amendment Date, each Loan which has rating reaffirmation which is older than twelve (12) months shall be deemed to have a rating equal to the lower of (a) “CCC” or its equivalent and (b) the prior rating of such Loan.

 2.31 The definition of “Rule 17g-5” is hereby added to Section 1.1 of the Agreement in
its correct alphabetical order to read as follows: 
 “Rule 17g-5” shall mean Rule 17g-5 under
the Securities Exchange Act of 1934 as such may be amended from time to time, and subject to such clarification and interpretation as has been provided by the Securities and Exchange Commission in the adopting release (Amendments to Rules for
Nationally Recognized Statistical Rating Organizations, Exchange Act Release No. 34-61050, 74 Fed. Reg. 63,832, 63,865 (Dec. 4, 2009)) and subject to such clarification and interpretation as may be provided by the Securities and Exchange
Commission or its staff from time to time. 
 2.32 The definition of “Scheduled Termination Date” in
Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows: 

“Scheduled Termination Date”: January 25, 2013 or such later date to which such date may be extended
in accordance with Section 2.1(c). 
 2.33 The definition of “Termination Date” in
Section 1.1 of the Agreement is hereby amended in its entirety to read as follows: 

“Termination Date”: The earlier of (i) the Scheduled Termination Date, and (ii) the day upon
which the Termination Date is declared or automatically occurs pursuant to Section 10.2(a). 

  
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 2.34 The definition of “Warehouse Loan” is hereby added to
Section 1.1 of the Agreement in its correct alphabetical order as follows: 

2.35 “Warehouse Loan”: A Loan originally acquired by the Seller without a rating by
S&P or Moody’s with the intention of transferring such Loan to a Financing Subsidiary following the acquisition of such ratings and designated by the Servicer as a “Warehouse Loan” on the date of acquisition of such Loan by the
Seller in its records and in any applicable Monthly Report (subject to the following proviso); provided, however, that such Loan shall cease to be a “Warehouse Loan” on the 90th day following the date of acquisition thereof by the Seller.

 2.36 The definition of “Weighted Average Advance Rate” in Section 1.1 of the Agreement
is hereby amended and restated in its entirety to read as follows: 
 “Weighted Average Advance
Rate”: At any time, a fraction, expressed as a percentage, (i) the numerator of which is equal to the sum of: (x) 65% of the sum of the Outstanding Loan Balances of all Senior Secured Loans, excluding Senior B Loans, included in
the Borrowing Base at such time, (y) 50% of the sum of the Outstanding Loan Balances of all Senior B Loans included in the Borrowing Base at such time and (z) 30% of the sum of the Outstanding Loan Balances of all Senior Subordinated Loans
and Junior Subordinated Loans included in the Borrowing Base at such time and (ii) the denominator of which is equal to the Aggregate Outstanding Loan Balance at such time. 

2.37 Section 2.1(a) of the Agreement is hereby amended to insert the following sentence at the end thereof:

 Seller and Servicer hereby acknowledge and agree that any Purchaser Agent or any affiliate of a Purchaser
Agent may, from time to time (but without any obligation) purchase and hold Commercial Paper Notes issued by the Purchaser for its own account, regardless of any difference between the discount or yield on such Commercial Paper Notes and the
applicable LIBOR Rate. 
 2.38 Section 2.2(b) of the Agreement is hereby amended to insert the phrase
“(or the Servicer on its behalf)” immediately after the phrase “at such bank or other location reasonably designated by Seller”. 
 2.39 Section 2.3(b) of the Agreement is hereby amended to delete the following phrase: 
 “(or any lesser amount as may be applied by the Seller to reduce Advances Outstanding concurrently with a reduction of the Facility Amount pursuant to Section 2.3(c))” 

  
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 2.40 Section 2.7(a) of the Agreement is hereby amended to move
the existing clause (11) to a new clause 12 and insert a new clause (11) to read as follows: 
 (11) any remaining amounts in the Principal Collections Account shall be held in the Principal Collections Account until either (A) reinvested in additional Eligible Loans or (B) applied to
reduce the Advances Outstanding in accordance with Section 2.7(b) (provided that to the extent that any such remaining amounts in the Principal Collections Account represent proceeds of Warehouse Loans that (i) were the subject of
Optional Sales during the related Collection Period and (ii) are in excess of those amounts originally utilized by the Seller to acquire such Warehouse Loans consisting of the proceeds of Advances made hereunder or Principal Collections
reinvested hereunder (the “Non-Equity Amount”) (and, for the avoidance of doubt, no such proceeds of the sale of Warehouse Loans shall be released to the Seller until proceeds in an amount equal to such Non-Equity Amount has been received
and applied in accordance with the priorities above), then such excess may be released to the Seller); and 

2.41 Section 2.13 of the Agreement is hereby amended to add the following new clause (f) to read
as follows: 
 (f) If any Affected Party has or reasonably anticipates having any claim for compensation from the
Seller pursuant to clause (a) or (b) of this Section 2.13 and having the facility of such Affected Party publicly rated by a credit rating agency would reduce the amount of such compensation by a material amount,
such Affected Party shall provide 30 days prior written notice to the Seller and the Servicer which shall specify the basis for such claim (a “Rating Request”) that such Affected Party intends to request a public rating of
the facility from a credit rating agency (mutually agreeable to the Administrative Agent and the Servicer). The Seller and the Servicer agree that they shall reasonably cooperate with such Affected Party’s efforts to obtain the rating, and
shall provide such credit rating agency (either directly or through distribution to the Administrative Agent or Affected Party), any information reasonably requested by such credit rating agency necessary for the purposes of providing and monitoring
the rating. The Seller shall pay any initial, ongoing or renewal fees payable to such credit rating agency in connection with such rating. Nothing in this Section 2.13(f) shall preclude any Affected Party from demanding compensation from
the Seller pursuant to Section 2.13 hereof at any time and without regard to whether the rating shall have been obtained, or shall require any Affected Party to obtain any rating on the facility prior to demanding any such compensation
from the Seller. 
 2.42 Clauses (b), (d), (h) and (i) of
Section 2.16 of the Agreement are hereby amended and restated in their entirety to read as follows: 

(b) each Substitute Loan is an Eligible Loan on the date of substitution and the rating of the applicable Substitute Loan
is equal to or greater than the rating of the applicable Replaced Loan; 
 (d) the sum Outstanding Loan Balances
of such Substitute Loans shall be equal to or greater than the sum of the Outstanding Loan Balances of the Replaced Loans; 

  
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 (h) the sum of the Outstanding Loan Balances of all Loans substituted
pursuant to this Section 2.16 (including, for the avoidance of doubt, substitutions of Loans which are Delinquent Loans, Charged-Off Loans, Modified Loans or Warranty Loans transferred to a Financing Subsidiary) or sold to MCG Capital
and its Affiliates (excluding Warehouse Loans transferred to a Financing Subsidiary) pursuant to Section 2.17(a)(ii)(B) during any 12 month period (ending on the last day of the most recently ended calendar month prior to such date) does
not exceed 20% of the highest Aggregate Outstanding Loan Balance over such 12 month period; 
 (i) the sum of the
Outstanding Loan Balances of all Loans substituted pursuant to this Section 2.16 or sold to MCG Capital and its Affiliates (excluding Warehouse Loans transferred to a Financing Subsidiary) pursuant to Section 2.17(a)(ii)(B)
during any 12 month period (ending on the last day of the most recently ended calendar month prior to such date) that are Delinquent Loans, Charged-Off Loans, Modified Loans or Warranty Loans shall not exceed 10% of the highest Aggregate Outstanding
Loan Balance over such 12 month period; 
 2.43 Clause (a) of Section 2.17 of the
Agreement is hereby amended and restated in its entirety to read as follows: 
 (a) On any Optional Sale Date,
the Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Trustee, on behalf of the Secured Parties, of all or a portion of the Assets, as the case may be
(each, an “Optional Sale”), subject to the following terms and conditions: 
 (i) The Seller
shall have given the Administrative Agent at least (A) in the case of an Optional Sale in connection with a Permitted Securitization Transaction involving Loans with an aggregate Outstanding Loan Balance of more than $20,000,000, twenty
(20) Business Days’ prior written notice or (B) in the case of all other Optional Sales (including, without limitation, in connection with a Permitted Securitization Transaction involving Loans with an aggregate Outstanding Loan
Balance of $20,000,000 or less), three (3) Business Days’ prior written notice, of its intent to effect an Optional Sale, unless such notice is waived or reduced by the Administrative Agent; 

(ii) Any Optional Sale (A) shall be (1) in connection with a Permitted Securitization Transaction or
(2) required to be consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned); and (B) to the extent not otherwise permitted pursuant to clause (A)(2) above, shall only be
permitted to the extent that (I) the sum of the Outstanding Loan Balances of all Loans sold to third parties or MCG Capital and its Affiliates (excluding Warehouse Loans transferred to a Financing Subsidiary or a third party) pursuant to this
clause (B) or substituted pursuant to Section 2.16(h) during any 12 month period (ending on the last day of the most recently ended calendar 

  
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month prior to such date) does not exceed 20% of the highest Aggregate Outstanding Loan Balance over such 12 month period and (II) the sum of the Outstanding Loan Balances of all Loans sold to
MCG Capital and its Affiliates (excluding Warehouse Loans transferred to a Financing Subsidiary) pursuant to this clause (B) or substituted pursuant to Section 2.16(i) during any 12 month period (ending on the last day of the most
recently ended calendar month prior to such date) that are Delinquent Loans, Charged-Off Loans, Modified Loans or Warranty Loans shall not exceed 10% of the highest Aggregate Outstanding Loan Balance over such 12 month period; and, in all such
cases, (i) the price paid by the Seller for the applicable Asset(s) shall be an amount at least equal to the Fair Market Value thereof (provided that if such Optional Sale is in connection with a transfer of such Loan to MCG Capital or any of
its Affiliates and the purchase price paid to the Seller by the applicable purchaser thereof (and by the Seller to the Trustee to release the Trustee’s interest therein) with respect to any Loan subject to such Optional Sale is less than the
lesser of (I) the sum of all future Scheduled Payments becoming due under or with respect to such Loan and any past due Scheduled Payments with respect to such Loan, then the prior written consent of the Administrative Agent shall be required
and (II) in the case of a Warehouse Loan, the amount described in clause (I) multiplied by the percentage of such par amount at which such Loan was originally acquired by the Seller), and (ii) the entire purchase price paid shall be
deposited directly into the Collection Account and applied solely to pay amounts described in Section 2.7(1) through (11) or 2.8 (in the order specified in such Section 2.8) (provided that, if all other conditions
of this Section 2.17 have been satisfied, that portion of the price paid to the Seller by the applicable purchaser thereof (and by the Seller to the Trustee to release the Trustee’s interest therein) in excess of those amounts
originally utilized by the Seller to acquire a Warehouse Loan and consisting of the proceeds of Advances made hereunder or Principal Collections reinvested hereunder may be released to the Seller in accordance with the provisions of
Section 2.7(a)(11)); 
 (iii) Unless an Optional Sale is to be effected on a Payment Date (in which
case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent a certificate and evidence to the reasonable satisfaction of the
Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In
effecting an Optional Sale, the Seller may use the Proceeds of sales of the Assets to repay all or a portion of the Aggregate Unpaids; 
 (iv) After giving effect to the Optional Sale and the assignment to the Seller of all or a portion of the Assets, as the case may be, on any Optional Sale Date, (x) the remaining Advances Outstanding
shall not 

  
 12 









 
exceed the lesser of the Facility Amount and the Maximum Availability, (y) the representations and warranties contained in Section 4.1, 4.2, and 4.3, hereof shall
continue to be correct in all material respects, except to the extent relating to an earlier date, (z) the eligibility of any Loan remaining as part of the Assets after the Optional Sale will be redetermined as of the Optional Sale Date, (aa)
the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (bb) neither an Unmatured Termination Event nor a Termination Event shall be continuing or shall have resulted; 

(v) On the related Optional Sale Date or, if the proceeds from such Optional Sale are less than $10,000,000, on the next
Payment Date after such Optional Sale Date, the Administrative Agent, each Purchaser Agent, on behalf of the applicable Purchaser, and the Hedge Counterparties shall have received (from proceeds deposited into the Collection Account on the Optional
Sale Date), as applicable, in immediately available funds, an amount equal to the sum of (x) the portion of the Advances Outstanding to be prepaid plus (y) an amount equal to all unpaid Interest to the extent reasonably determined
by the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (z) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative
Agent, the Trustee, the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties, the Indemnified Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the
extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs and Hedge Breakage Costs); provided, that, the Administrative Agent and each Purchaser Agent shall have the right to
determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) and (v) and is sufficient to reduce the Advances
Outstanding to the extent requested by the Seller in connection with the Optional Sale; 
 (vi) On or prior to
each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Loans to be sold and assigned pursuant to such Optional Sale; and 

(vii) No selection procedure adverse to the interests of the Administrative Agent, the Purchaser Agents or the Secured
Parties was utilized by the Seller in the selection of the Loan to be sold and assigned pursuant to such Optional Sale; it being understood that selection procedures used by the Seller for the inclusion of Loans in one or more of its various
securitizations or other financing facilities and which are solely intended to obtain the most beneficial advance rates thereunder and/or otherwise maximize the efficiency of such facilities, shall not be deemed to be adverse procedures for purposes
of this paragraph. 

  
 13 









 2.44 Clause (m) of Section 3.2 of the Agreement is
hereby deleted in its entirety. 
 2.45 Clause (q) of Section 5.4 of the Agreement is
hereby amended and restated in its entirety to read as follows: 
 “(q) Minimum Liquidity Test. As of any date of
determination that the Servicer does not have a revolving credit facility in effect with SunTrust Bank or another third party lender, the Servicer shall maintain an amount of unencumbered cash (which shall not include cash pledged to a third party
or in which a third party has a perfected security interest) equal to or greater than $10,000,000.” 
 2.46
Clause (r) of Section 5.4 of the Agreement is hereby amended in its entirety to read as follows: 

“(r) [Reserved]. 
 2.47 Section 13.13 of the Agreement is hereby amended to add the following sentence at the end thereof: 
 Notwithstanding anything to the contrary contained herein or in any of the other Transaction Documents, each of the parties hereto acknowledges and agrees that the Administrative Agent may post to a
secured password-protected internet website maintained by the Administrative Agent and required by any Rating Agency rating the Commercial Paper Notes in connection with Rule 17g-5 such information as any such Rating Agency may request in connection
with the confirmation of its rating of the Commercial Paper Notes or that the Administrative Agent may otherwise determine is necessary or appropriate to post to such website in furtherance of the requirements of Rule 17g-5. 

2.48 Exhibit A-1 to the Agreement is hereby amended in its entirety to read as set forth on Exhibit B to
this Amendment. 
 2.49 A new Schedule VIII is hereby added to the Agreement to read as set forth on
Exhibit C to this Amendment. 
 2.50 A new Schedule IX is hereby added to the Agreement to read as
set forth on Exhibit D to this Amendment. 
 3. No Waiver. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of any party under the Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.

 4. Conditions To Effectiveness. The effectiveness of the amendments in Section 2 hereof is subject to the
condition precedents that (i) each of the parties hereto shall have received counterparts of this Amendment, duly executed by all of the parties hereto, (ii) the Administrative Agent shall have received executed counterparts of the
Advances/Transfer 

  
 14 









 
Agreement, the form of which is attached hereto as Exhibit A and (iii) SunTrust Robinson Humphrey, Inc. shall have received the Renewal Fee as defined in that certain Fourth Amended
and Restated Three Pillars Fee Letter Agreement, dated as of the date hereof, by and among the Seller, the Servicer, Three Pillars and SunTrust Robinson Humphrey, Inc., as the Purchaser Agent for Three Pillars. 

5. Reaffirmation of Covenants, Representations and Warranties. Upon the effectiveness of this Amendment, each of the Seller, the
Originator and the Servicer hereby reaffirms all covenants, representations and warranties made in the Agreement and the other Transaction Documents and agrees that all such covenants, representations and warranties shall be deemed to have been
remade as of the effective date of this Amendment. 
 6. Representations and Warranties. Each of the Seller, the
Originator and the Servicer hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms except as such enforceability may be
limited by Insolvency Laws and by general principles of equity (whether considered in a suit at law or in equity) and (ii) upon the effectiveness of this Amendment, no Unmatured Termination Event, Termination Event or Servicer Default exists.

 7. Ratification. The Agreement, as amended hereby, remains in full force and effect. Any reference to the Agreement
from and after the date hereof shall be deemed to refer to the Agreement as amended hereby. As amended, the Agreement is hereby ratified and reaffirmed by the parties hereto. 
 8. Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts (including by facsimile), each of which when so executed
shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. 
 9.
Governing Law. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

10. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or
interpretation of this Amendment, the Agreement or any provision hereof or thereof. 
 11. Liquidity Agreement. Three
Pillars confirms that the term of the Liquidity Agreement related to the Agreement has been extended to correspond to the new Scheduled Termination Date reflected in this Amendment. 

[SIGNATURES COMMENCE ON THE FOLLOWING PAGE] 

  
 15 









 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first
written above. 
  

			
	MCG COMMERCIAL LOAN FUNDING TRUST,
	as Seller
		
	By:	 	Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee



 

			
	By:	 	 /s/ Jennifer A. Luce

		 	Name: Jennifer A. Luce
		 	Title: Assistant Vice President



[SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 

  

					
		  	S-1	  	Amendment to A&R SSA









 
			
	MCG CAPITAL CORPORATION,
	as Originator and as Servicer
		
	By:	 	 /s/ Stephen J. Bacica

		 	Name: Stephen J. Bacica
		 	Title: Chief Financial Officer



[SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 

  

					
		  	S-2	  	Amendment to A&R SSA









 
			
	 THREE PILLARS FUNDING LLC,

	 as a Purchaser

		
	By:	 	 /s/ Doris J. Hearn

		 	Name: Doris J. Hearn
		 	Title: Vice President


 [SIGNATURES
CONTINUE ON THE FOLLOWING PAGE] 

  

					
		  	S-3	  	Amendment to A&R SSA









 
			
	 SUNTRUST ROBINSON HUMPHREY, INC.,

	 as Administrative Agent

		
	 By:
	 	 /s/ Joseph R. Franke

		 	Name: Joseph R. Franke
		 	Title: Director


 [SIGNATURES CONTINUE
ON THE FOLLOWING PAGE] 

  

					
		  	S-4	  	Amendment to A&R SSA









 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 as Backup Servicer

		
	 By:
	 	  
 /s/ Julie Tanner
Fischer

		 	Name: Julie Tanner Fischer
		 	Title: Vice President


  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 as Trustee

		
	 By:
	 	  
 /s/ Julie Tanner
Fischer

		 	Name: Julie Tanner Fischer
		 	Title: Vice President



  

					
		  	S-5	  	Amendment to A&R SSA









 EXHIBIT A 

ADVANCES/TRANSFER AGREEMENT 
 THIS ADVANCES/TRANSFER AGREEMENT (hereinafter this “Agreement”) is executed this      day of         ,
20     by MCG CAPITAL CORPORATION (hereinafter “Servicer”) in favor of SUNTRUST ROBINSON HUMPHREY, INC. (hereinafter “Administrator”) relative to that certain Amended and Restated Sale and Servicing
Agreement dated as of February 26, 2009 (the “Agreement”) among Administrator, Servicer, MCG Commercial Loan Funding Trust, as seller, Three Pillars Funding LLC, as a purchaser and Wells Fargo Bank, National Association, as backup
servicer and trustee. 
 WHEREAS, Servicer is authorized to act on behalf of the Seller to request advances under the terms of
the Agreement. 
 WHEREAS, in order to authorize advances to Seller, Administrator has requested that Servicer execute this
Agreement, wherein Servicer designates herein and from time to time certain authorized agents to request advances and agrees to the terms and conditions to such advances and the funds transfer of such advances. 

1. Seller hereby designates each of the following individuals holding the following positions with the Seller and/or Servicer (hereinafter
“Authorized Agent” or “Authorized Agents”) to request advances under the Agreement in any manner whatsoever, including, without limitation, orally (whether in person or by telephone or otherwise), in writing (whether in a written
document or by facsimile transmission or otherwise), or by means of a computerized or electronic communications system: 
  

							
	 	 	 Authorized Agent
	 	 Tel. No.
	 	 Advances/Transfer Limit

	Name:	 	  
	 	  
	 	  

	Position:	 	  
	 		 	
	Name:	 	  
	 	  
	 	  

	Position:	 	  
	 		 	
	Name:	 	  
	 	  
	 	  

	Position:	 	  
	 		 	
	Name:	 	  
	 	  
	 	  

	Position:	 	  
	 		 	
	Name:	 	  
	 	  
	 	  

	Position:	 	  
	 		 	


  

					
		  	A-1	  	Amendment to A&R SSA









 2. The undersigned, on behalf of the Seller, hereby certify(ies) that the Authorized Agents above are
authorized to request advances as provided herein, and that any such advances effected by the Administrator in reliance hereon shall be and become the obligation of the Seller in accordance with the terms of any and all documents, notes and
agreements evidencing the Agreement or executed in connection therewith. 
 3. In consideration of the Administrator’s acceptance of
requests for advances under the Agreement and the transfer of funds as herein provided, Servicer hereby agrees to indemnify and hold Administrator, its employees, officers and agents, harmless from and against all losses, damages, costs and expenses
(including reasonable attorneys’ fees) incurred or suffered by the Administrator and arising solely from the Administrator following such requests for advances or transfers in accordance with the terms hereof. The indemnity contained in this
paragraph shall survive revocation or amendment of the authorizations contained herein. 
 4. The authorizations contained herein shall remain
in full force and effect until Administrator shall have actually received written notice of the revocation or amendment of such authority, and has had a reasonable time to act on such notice. 
 5. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by each of the parties hereto. 

  

					
		  	A-2	  	Amendment to A&R SSA









 IN WITNESS WHEREOF, the Servicer, by and through its authorized agent(s), has executed this
Agreement the day and year first above written. 
  

			
	MCG CAPITAL CORPORATION



			
		
	By:	 	  




			
	Name and Title:	 	  

	
 




			
	Date:	 	  

	
	SUNTRUST ROBINSON HUMPHREY, INC.



			
		
	By:	 	
   




			
	Name and Title:	 	



			
		
	And:	 	  




			
	Name and Title:	 	  




  

					
		  	A-3	  	Amendment to A&R SSA









 EXHIBIT B 

EXHIBIT A-1 

To Amended and Restated Sale and 
 Servicing Agreement 
 FORM OF BORROWING NOTICE 

(ADVANCES) 

                    
        , 
 (MCG CAPITAL CORPORATION) 

SunTrust Robinson Humphrey, Inc., 
 as the
Administrative Agent and Purchaser Agent 
 24th Floor - MC 3950 
 303 Peachtree Street 
 Atlanta, Georgia 30308 

Facsimile No.: (404) 813-0000 
  

	 	Re:	Amended and Restated Sale and Servicing Agreement 

 dated as of February 26, 2009 
 Ladies and Gentlemen: 

This Borrowing Notice is delivered to you under Section 2.2(a) of that certain Amended and Restated Sale and Servicing
Agreement, dated as of February 26, 2009 (as amended, modified, supplemented or restated from time to time, the “Agreement”), by and among MCG Capital Corporation, as the Servicer (in such capacity, the
“Servicer”) and as the Originator, MCG Commercial Loan Funding Trust, as the Seller (in such capacity, the “Seller”), each of the Purchasers and Purchaser Agents from time to time party thereto, Three
Pillars Funding LLC, as a Purchaser, SunTrust Robinson Humphrey, Inc., as the Administrative Agent and Purchaser Agent for Three Pillars Funding LLC, and Wells Fargo Bank, National Association, as the Backup Servicer and as the Trustee. All
capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement. 
 Each of the
undersigned, each being a duly elected Responsible Officer of the Seller and the Servicer, respectively, holding the office set forth below such officer’s name, hereby certifies as follows: 

 

	1.	The Seller hereby requests an Advance in the principal amount of $         . 


(i) [list each Purchaser]’s Pro Rata Share of such requested Advance is $         .

 (ii) [list each Purchaser]’s Pro Rata Share of such requested Advance is $
        . 

  

					
		  	B-1	  	Amendment to A&R SSA










	2.	The Seller hereby requests that such Advance be made on the following date:
                    . 

  

	3.	The Seller hereby directs such funds to the following account: 

 Bank:
[                                ] 

ABA#:
[                                ] 

A/C#:
[                                ] 

Account Name:
[                                ] 

 

	4.	Attached to this Borrowing Notice is a true, correct and complete list of all Loans which will become part of the Asset Pool on the date hereof, each Loan reflected
thereon being an Eligible Loan. 

  

	5.	All of the conditions applicable to the Advance requested herein as set forth in the Agreement have been satisfied as of the date hereof and will remain satisfied to
the date of such Advance, including: 

 (i) The representations and warranties of each of the Seller and the
Servicer, as applicable, set forth in the Agreement are true and correct on and as of such date, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date; 

(ii) No event has occurred and is continuing, or would result from such Advance or from the application of proceeds therefrom, which
constitutes a Termination Event or Unmatured Termination Event; and 
 (iii) Each of the Seller and the Servicer, as applicable,
is in compliance with each of its covenants set forth in the Transaction Documents. 
  

	6.	Each of the undersigned certify that all information contained herein and in the attached Borrowing Base Certificate is true, correct and complete as of the date
hereof. 


  

					
		  	B-2	  	Amendment to A&R SSA









 IN WITNESS WHEREOF, the undersigned have executed the Borrowing Notice this
     day of         ,         . 
  

			
	 MCG Capital Corporation,

	 as the Servicer

		
	 By:
	 	
 



			
	 Name:
	 	
 



			
	 Title:
	 	  



[attach Borrowing Base Certificate] 

  

					
		  	B-3	  	Amendment to A&R SSA









 EXHIBIT C 

SCHEDULE VIII 

To Amended and Restated Sale and 
 Servicing Agreement 
 EXAMPLE OF CCC EXCESS LOANS CALCULATION 

 

									
	 	  	Applicable
% Test	 	  	Actual	 
	 CCC Test
	  	 	47,000,000	  	  	 	64,000,000	  
	 CCC Excess Loans
	  				  	 	17,000,000	  
	 CCC Haircut
	  				  	 	3,200,000	  

 Loan Pool 

 

																	
	 	  	Par	 	  	FMV	 	  	Par FMV%	 	 	CCC	 
	 Loan #1
	  	 	10,000,000	  	  	 	10,000,000	  	  	 	100.0	% 	 	 	N	  
	 Loan #2
	  	 	10,000,000	  	  	 	10,000,000	  	  	 	100.0	% 	 	 	N	  
	 Loan #3
	  	 	10,000,000	  	  	 	10,000,000	  	  	 	100.0	% 	 	 	N	  
	 Loan #4
	  	 	10,000,000	  	  	 	10,000,000	  	  	 	100.0	% 	 	 	Y	  
	 Loan #5
	  	 	10,000,000	  	  	 	10,000,000	  	  	 	100.0	% 	 	 	Y	  
	 Loan #6
	  	 	10,000,000	  	  	 	10,000,000	  	  	 	100.0	% 	 	 	Y	  
	 Loan #7
	  	 	10,000,000	  	  	 	10,000,000	  	  	 	100.0	% 	 	 	Y	  
	 Loan #8
	  	 	10,000,000	  	  	 	10,000,000	  	  	 	100.0	% 	 	 	Y	  
	 Loan #9
	  	 	10,000,000	  	  	 	8,000,000	  	  	 	80.0	% 	 	 	Y	  
	 Loan #10
	  	 	10,000,000	  	  	 	6,000,000	  	  	 	60.0	% 	 	 	Y	  
		  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 
		  	 	100,000,000	  	  	 	94,000,000	  	  	 	94.0	% 	 			

 CCC Haircut Calculation 
  

																	
	CCC Loans	 	Par	 	FMV	 	FMV%	 	 Remaining
 Excess
	 	 	 	 60% of 
 Par
	 	 FMV in 
 Excess
 of 60%
	 	 CCC
 Haircut

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Loan #10
	 	10,000,000	 	6,000,000	 	60.0%	 	11,000,000	 	100%	 	6,000,000	 	—  	 	—  
	 Loan #9
	 	10,000,000	 	8,000,000	 	80.0%	 	3,000,000	 	100%	 	6,000,000	 	2,000,000	 	2,000,000
	 Loan #4
	 	10,000,000	 	10,000,000	 	100.0%	 	—  	 	30%	 	6,000,000	 	4,000,000	 	1,200,000
	 Loan #5
	 	10,000,000	 	10,000,000	 	100.0%	 	—  	 	0%	 	6,000,000	 	4,000,000	 	—  
	 Loan #6
	 	10,000,000	 	10,000,000	 	100.0%	 	—  	 	0%	 	6,000,000	 	4,000,000	 	—  
	 Loan #7
	 	10,000,000	 	10,000,000	 	100.0%	 	—  	 	0%	 	6,000,000	 	4,000,000	 	—  
	 Loan #8
	 	10,000,000	 	10,000,000	 	100.0%	 	—  	 	0%	 	6,000,000	 	4,000,000	 	—  


  

					
		  	C-1	  	Amendment to A&R SSA









 EXHIBIT D 

SCHEDULE IX 

To Amended and Restated Sale and 
 Servicing Agreement 
 S&P INDUSTRY CLASSIFICATIONS 

 

	1	Aerospace & Defense


	2	Air transport 


	3	Automotive 


	4	Beverage & Tobacco 


	5	Radio & Television 


	7	Building & Development 


	8	Business equipment & services 


	9	Cable & satellite television 


	10	Chemicals & plastics 


	11	Clothing/textiles 


	12	Conglomerates 


	13	Containers & glass products 


	14	Cosmetics/toiletries 


	15	Drugs 


	16	Ecological services & equipment 


	17	Electronics/electrical 


	18	Equipment leasing 


	19	Farming/agriculture 


	20	Financial Intermediaries 


	21	Food/drug retailers 


	22	Food products 


	23	Food service 


	24	Forest products 


	25	Health care 


	26	Home furnishings 


	27	Lodging & casinos 


	28	Industrial equipment 


	30	Leisure goods/activities/movies 


	31	Nonferrous metals/minerals 


	32	Oil & gas 


	33	Publishing 


	34	Rail industries 


	35	Retailers (except food & drug) 


	36	Steel 


	37	Surface transport 


	38	Telecommunications 


	39	Utilities 


	40	Mortgage REITs 


	41	Equity REITs and REOCs 


	43	Life Insurance 


	44	Health Insurance 


	45	Property & Casualty Insurance 


	46	Diversified Insurance 


  

					
		  	D-1	  	Amendment to A&R SSA