EXHIBIT 10.1



 Exhibit 10.1 
 EXECUTION COPY 
 AMENDMENT NO. 3 

TO 

AMENDED AND RESTATED SALE AND SERVICING AGREEMENT 
 THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of May 5, 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 and by an
Amendment No. 2 dated as of January 25, 2011 (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. Amendment to the Agreement. The Agreement is hereby amended as follows: 

2.1 Clause (f) of Section 6.15 of the Agreement is hereby amended to replace “$500,000,000”
therein with “$450,000,000”. 
 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
precedent that each of the parties hereto shall have received counterparts of this Amendment, duly executed by all of the parties hereto. 







 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. 
 [SIGNATURES COMMENCE ON THE FOLLOWING PAGE] 

  
 2 








 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/ JEANNE M.
OLLER

		 	Name: Jeanne M. Oller
		 	Title: Assistant Vice President
	
	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-3	 	Amendment to A&R SSA









 
					
	THREE PILLARS FUNDING LLC,
as a Purchaser
		
	By:	 	         /S/ DORIS J.
HEARN

		 	Name: Doris J. Hearn
		 	Title: Vice President
	
	SUNTRUST ROBINSON HUMPHREY, INC.,
as Administrative Agent
		
	By:	 	         /S/ EMILY
SHIELDS

		 	Name: Emily Shields
		 	Title: Vice President


 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 

  

					
		 	S-4	 	Amendment to A&R SSA









 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Backup Servicer
		
	By:	 	         /s/ CHAD
SCHAFER

		 	Name: Chad Schafer
		 	Title: Vice President
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Trustee
		
	By:	 	         /s/ CHAD
SCHAFER

		 	Name: Chad Schafer
		 	Title: Vice President



  

					
		 	S-5	 	Amendment to A&R SSA