Exhibit 10.2
EXECUTION COPY
CREDIT AND WAREHOUSE TERMINATION
AGREEMENT
CREDIT AND WAREHOUSE TERMINATION
AGREEMENT (this “ Agreement ”), dated as of
August 4, 2008, by and between MERRILL LYNCH CAPITAL CORP.
(“ Merrill Lynch ”), MCG COMMERCIAL LOAN TRUST
2006-2 (the “ Issuer ”) and MCG CAPITAL
CORPORATION (the “ Collateral Manager ”) (each
of Merrill Lynch, the Issuer and the Collateral Manager hereinafter
are referred to as a “ Party ” and collectively,
as the “ Parties ”). Capitalized terms not
otherwise defined herein shall have the respective meanings
provided for such terms in the Credit and Warehouse Agreement
referred to below.
RECITALS
A. Merrill Lynch, the Issuer and the
Collateral Manager entered into a Credit and Warehouse Agreement,
dated as of May 2, 2006 (as amended, supplemented or modified,
the “ Credit and Warehouse Agreement ”),
pursuant to which, among other things, the Issuer transferred to
Merrill Lynch certain Participations.
B. As contemplated in the Credit and
Warehouse Agreement, the Parties desire to terminate the
Participations and the Credit and Warehouse Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of
the mutual agreements contained herein, the sufficiency of which is
hereby acknowledged, the Parties hereby agree as
follows:
1. Payoff .
(i) Each of the Parties hereby
understands and agrees that the Issuer intends to pay all
outstanding indebtedness and other obligations owing to Merrill
Lynch under the Credit and Warehouse Agreement, the Engagement
Letter, the Custody Agreement and that certain Master Conveyance
Agreement dated as of May 2, 2006 among the Collateral
Manager, MCG Finance VIII, LLC and the Issuer (collectively, as
amended, modified or supplemented from time to time, the “
Transaction Documents ”), which payment is scheduled
to occur on the date hereof (the “ Scheduled Payment
Date ”). Notwithstanding anything to the contrary
therein, (and for the avoidance of doubt, in addition to the
retention by Merrill Lynch of the Deposits (as defined in the
Engagement Letter)), the aggregate amount due to Merrill Lynch
under the Credit and Warehouse Agreement (including, without
limitation, the aggregate unpaid principal, accrued interest and
fees and all other obligations payable thereunder) will be
$7,538,237.43 (the “ Payoff Amount ”). In
consideration of the payment in full of the Payoff Amount, Merrill
Lynch, upon receipt of such payment, hereby acknowledges and agrees
that payment of the sum of the Payoff Amount along with the
retention of the Deposits as described above will constitute
payment in full of all of the Issuer’s indebtedness and all
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