Exhibit 10.74
FIRST AMENDMENT TO SALE AND
SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE SALE AND
SERVICING AGREEMENT, dated as of May
, 2005 (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 Capital Markets,
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
1. The Seller, the Originator, the
Servicer, Three Pillars, the Administrative Agent, the Backup
Servicer and the Trustee are parties to the Sale and Servicing
Agreement dated as of November 10, 2004 (the “
Agreement ”); and
2. 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 .
Capitalized terms that are used herein without definition and that
are defined in the Agreement (including terms incorporated by
reference in the Agreement) shall have the same meanings herein as
therein defined.
2. Amendments to the
Agreement . The Agreement is hereby amended as
follows:
2.1 The following definitions in
Section 1.1 of the Agreement are hereby amended in their
entirety to read as follows:
“ Minimum Pool Yield
”: With respect to any Determination Date, the average of the
Pool Yield for the related Collection Period plus the two
immediately prior Collection Periods equal to 1.75%.
“ Pool Yield ”:
As of any Determination Date, with respect to any Collection
Period, the percentage equivalent of a fraction (a) the numerator
of which is equal to (I) all Interest Collections on Loans included
in the Aggregate Outstanding Loan Balance as of the first (1st) day
of the Collection Period related to such Determination Date that
are deposited into the Collection Account during such Collection
Period minus (II) the Carrying Costs incurred during such
Collection Period and (b) the denominator of which is equal to the
Aggregate Outstanding Loan Balance as of the first (1
st
) day of such Collection
Period.
“ Specified Reserve Account
Requirement ”: For any Determination Date or Payment
Date, the greater of (a) the product of (x) the Carrying Costs, as
calculated for such Determination Date and (y) 2 and (b)
$1,000,000.
2.2 The definition of
&
