0001193125-04-033203 Sample Contracts

Mitchell, Tunney & Saville AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 3rd, 2004 • MCG Capital Corp • Delaware

This Amended and Restated Restricted Stock Agreement is made this 1st day of March, 2004, by and between MCG Capital Corporation, a Delaware corporation (the “Company”), and the undersigned employee of the Company (“Employee”).

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CREDIT AND WAREHOUSE AGREEMENT (UBS AG, Stamford Branch – MCG Capital Corporation)
Credit and Warehouse Agreement • March 3rd, 2004 • MCG Capital Corp • New York

CREDIT AND WAREHOUSE AGREEMENT dated as of January 29, 2004 (as amended from time to time, this Agreement), among UBS AG, Stamford Branch (UBS), MCG Commercial Loan Trust 2003-1, a Delaware statutory trust (the Borrower), and MCG Capital Corporation (MCG).

OMNIBUS AMENDMENT NO. 2
Letter Agreement • March 3rd, 2004 • MCG Capital Corp • New York

OMNIBUS AMENDMENT NO. 2, dated as of February 12, 2004 (this “Omnibus Amendment”), to the documents listed on Schedule A hereto (collectively, along with the schedules, exhibits, appendices and annexes thereto, the “Documents”).

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