CREDIT AND WAREHOUSE TERMINATION AGREEMENT

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 o