TALK AMERICA
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>10
<FILENAME>ex10-8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
                                                                    EXHIBIT 10.8

                          CONSENT AND SECOND AMENDMENT
                                       TO
                             TALK.COM LOAN DOCUMENTS


         This CONSENT AND AMENDMENT TO TALK.COM LOAN DOCUMENTS (this "SECOND
AMENDMENT") is entered into as of September 19, 2001 by and among TALK AMERICA
INC. (f/k/a Talk.com Holding Corp.) ("TALK AMERICA"), and ACCESS ONE
COMMUNICATIONS CORP. ("ACCESS ONE"), and each other Borrower under and as
defined in the Credit Agreement (defined below) (together with Talk America and
Access One, the "BORROWERS"), and TALK AMERICA HOLDINGS, INC. (f/k/a Talk.com,
Inc.) ("TALK HOLDINGS" or "GUARANTOR"), and MCG FINANCE CORPORATION (as
"ADMINISTRATIVE AGENT" and as a "TERM LENDER") and MCG CAPITAL CORPORATION
(f/k/a MCG Credit Corporation) (as a "TERM LENDER").

                              W I T N E S S E T H:

         WHEREAS, Borrowers, Administrative Agent and each Term Lender are
parties to that certain Credit Facility Agreement executed and effective as of
October 20, 2000, as amended by that certain Consent and Amendment (the "FIRST
AMENDMENT") dated August 10, 2001 (as the same may have been further amended as
of the date hereof, the "CREDIT AGREEMENT"); and

         WHEREAS, Talk Holdings and Administrative Agent are parties to that
certain Guaranty made and effective as of October 20, 2000, as amended by the
First Amendment (as the same may have been further amended as of the date
hereof, the "GUARANTY"); and

         WHEREAS, a certain Master Security Agreement, Collateral Assignment and
Equity Pledge was entered into and made effective as of October 20, 2000, as
amended by the First Amendment (as the same may have been further amended as of
the date hereof, the "SECURITY AGREEMENT") by and among Talk America, Access One
(and each and other signatory thereto and each other Person that is listed on
Schedule 1 thereto as of the date hereof, collectively, the "GRANTORS"); and

         WHEREAS, each of the Borrowers, Guarantor and Grantors (collectively,
the "Obligors") and Administrative Agent and each Term Lender desire to further
amend the Credit Agreement, the Guaranty and the Security Agreement and for
Administrative Agent to give its consent pursuant to certain sections of the
Credit Agreement (as amended hereby), the Guaranty (as amended hereby) and the
Security Agreement (as amended hereby); and

         WHEREAS, as of the date hereof, Talk Holdings and America Online, Inc.
("AOL") are entering into a certain Restructuring and Note Agreement (the "AOL
RESTRUCTURING AGREEMENT") pursuant to which (among other things) Talk Holdings
and AoL shall exchange 8% secured convertible promissory notes of Talk Holdings
in the aggregate amount of $54,000,000 (the "AOL CONVERTIBLE NOTES"); and


                                       -1-
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         WHEREAS, as of the date hereof and as security for the indebtedness
under the AoL Convertible Notes, Borrowers are entering into a certain Master
Subsidiary Guaranty, Security Agreement, Collateral Assignment and Equity Pledge
for the benefit of AoL (the "JUNIOR SECURITY AGREEMENT") pursuant to which
(among other things) each Borrower will guaranty the indebtedness under the AoL
Convertible Notes and will grant a subordinated security interest in support of
such obligation (the "JUNIOR CLAIMS"); and

         WHEREAS, as of the date hereof and as a condition precedent to the
various consents provided by Administrative Agent and Term Lenders under this
Second Amendment, AoL and STATE STREET BANK AND TRUST COMPANY, N.A. as agent for
AoL are entering into a certain Inter-creditor Agreement with Administrative
Agent (the "AOL-MCG INTERCREDITOR AGREEMENT") pursuant to which (among other
things) the Junior Claims are subordinated to the indebtedness and liens under
the Loan Documents; and

         WHEREAS, Obligors, Administrative Agent and each Term Lender will
benefit directly, substantially and materially from the provisions set forth in
this Second Amendment;

         NOW, THEREFORE, for other good and valuable consideration (the receipt
and sufficiency of which are hereby acknowledged), the parties hereto hereby
agree as follows:

         1.  Amendments to the Loan Documents.

             1.1. Default Under Material Agreements with Other Parties -
Revised. Section 7.1.6 of the Credit Agreement is hereby amended to add the
following paragraph immediately following the last grammatical paragraph of such
Section 7.1.6:

         "Notwithstanding anything herein to the contrary and without limiting
         the scope of Section 7.1.6, for purposes of this Section 7.1.6, the AoL
         Restructuring Agreement, the AoL Convertible Notes and the AoL Guaranty
         & Security Agreements shall be deemed to be contracts the loss or
         breach of which could reasonably be expected to have or cause a
         Material Adverse Effect, irrespective of whether the same is or should
         be set forth on Schedule 3.8."

             1.2. Definitions - Revised. The term "AoL Investment Agreements"
included in Section 9.1 of the Credit Agreement shall be amended and restated in
its entirety as follows:

         "AoL Investment Agreements" means, collectively, that certain
         Restructuring and Note Agreement by and between Talk America Holdings,
         Inc. and America Online, Inc. dated as of September 19, 2001 (the "AOL
         RESTRUCTURING AGREEMENT"), and those certain secured convertible
         promissory notes of Talk America Holdings, Inc. in favor of America
         Online, Inc. in the aggregate amount of $54,000,000 dated as of
         September 19, 2001 (the "AOL CONVERTIBLE NOTES"), and that certain
         Master Subsidiary Guaranty, Security Agreement, Collateral Assignment
         and Equity Pledge executed by each Borrower for the benefit of AoL
         dated as of September 19, 2001 (including each other security
         agreement, pledge agreement, mortgage or other security document now or
         hereafter delivered by any Borrower pursuant thereto or to the AoL
         Restructuring Agreement, "Aol Guaranty & SECURITY AGREEMENTS"), and
         that certain Inter-creditor Agreement by AoL and State Street Bank and
         Trust, N.A. as agent for AoL for the benefit of Administrative Agent
         dated as of September 19, 2001




                                       -2-
<PAGE>

         (the "AOL-MCG INTERCREDITOR AGREEMENT"), together with all other
         agreements and documents related to any thereof, each as may be amended
         and modified from time to time with the consent of Required Lenders."

             1.3. Additional Guarantor Covenants - Revised. The following 2
provisions are hereby added to the end of Section 10 as paragraphs j and k
thereto:


         "j. Redemptions or Pursuit of Collateral in Connection with AoL
         Obligations. Notwithstanding anything to the contrary in any Loan
         Document (including in this Guaranty), unless Administrative Agent (in
         its sole and absolute discretion) shall otherwise consent in writing,
         Guarantor shall not use any funds loaned or distributed to it by any
         Borrower or other Obligor for purposes of any redemption (whether
         mandatory or optional) under the AoL Investment Agreements. To the
         extent that Borrower or any other Obligor shall loan or distribute
         funds to Guarantor and such loan or distribution would result in
         Guarantor having at the time of such loan or dividend more than $7.5
         million of cash, immediately available funds, and readily marketable
         securities, in addition to any Default or Event of Default caused
         thereby under any Loan Document, the amount of any such loan or
         distribution in excess of the $7.5 million threshold shall be subject
         to all Liens on such amount existing immediately prior to such loan or
         distribution."

         "k. Payment on AoL Indebtedness in Kind. Upon the request of
         Administrative Agent at any time while a Default exists under the Loan
         Documents, Guarantor (as and to the extent permitted under the AoL
         Investment Agreements) shall elect to defer interest payments on such
         indebtedness in favor of AoL and/or elect to satisfy such payments due
         to AoL by payment in kind other than cash or immediately available
         funds."

             1.4. Collateral Definitions under Security Agreement - Revised.
Section 1.1(i) of the Security Agreement is hereby amended and restated in its
entirety as follows:

          "1.1(i). Securities and Investment Property - Without limiting any of
         the foregoing, all of such Grantor's right, title, interest and
         benefits in, to and under all stocks and derivative securities,
         options, warrants, bonds, and other securities, security entitlements,
         securities accounts, financial assets and other Investment Property, as
         defined in the UCC, (including all such securities representing
         ownership in such Grantor's subsidiaries), whether now owned or
         hereafter acquired and the proceeds and general intangibles related
         thereto (including all Dividends and Distributions); and"

             1.5. New Subsection. Section 5.2 of the Security Agreement is
hereby amended to add the following paragraph f thereto: -

         "f. Each Grantor waives any right such Grantor may have, if any, to
require Administrative Agent to pursue any third Person for any of the Secured
Obligations."

         2.  Intentionally Blank.




                                       -3-
<PAGE>


         3.  Consents re AoL Transaction. Pursuant to Article 5 of the Credit
Agreement and to the extent required thereby, Administrative Agent hereby
consents to the AoL Restructuring Agreement, the AoL Convertible Notes and the
transactions and agreements contemplated thereby to the extent that they would
otherwise be prohibited pursuant to Sections 5.2, 5.3, 5.5, and 5.9 thereof.
Pursuant to Section 10 of the Guaranty and to the extent required thereby,
Administrative Agent hereby consents to the AoL Restructuring Agreement, the AoL
Convertible Notes and the transactions and agreements contemplated thereby to
the extent that they would otherwise be prohibited pursuant to Sections 10.d,
10.e and 10.f thereof.

         4.  Intentionally Blank.

         5.  Miscellaneous.

             5.1. Loan Document; Definitions. This Second Amendment is a Loan
Document executed pursuant to the Credit Agreement and (unless otherwise
expressly indicated herein) is to be construed, administered and applied in
accordance with the terms and provisions thereof. Capitalized terms used herein
without separate definitions have the meaning ascribed to such terms (as
applicable) in the Credit Agreement or in the other Loan Documents. The rules of
construction and the number and gender provisions under Article 9 of the Credit
Agreement are also applicable herein.

             5.2. Binding and Governing Law. This Second Amendment has been
delivered by Borrowers and the other Obligors and has been received by
Administrative Agent in the Commonwealth of Virginia. This Second Amendment
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors, assigns, heirs, personal representatives and
executors. This Second Amendment shall be governed as to its validity,
interpretation, construction and effect by the laws of the Commonwealth of
Virginia (without giving effect to the conflicts of law rules of the
Commonwealth of Virginia).

             5.3. Survival. All agreements, representations, warranties and
covenants of any Obligor contained herein or in any documentation required
hereunder shall survive the execution and delivery of this Second Amendment and
(except as otherwise expressly provided herein) will continue in full force and
effect so long as any indebtedness or other obligation of any Borrower or other
Obligor to Administrative Agent or any Term Lender remains outstanding under any
of the Loan Documents.

             5.4. Waiver of Suretyship Defenses. Each Obligor hereby waives any
and all defenses (other than the defense of payment or the defense of accord and
satisfaction) and rights of discharge based upon suretyship or impairment of
collateral (including, without limitation, lack of attachment or perfection with
respect thereto) that it, he or she may now have or may hereafter acquire with
respect to Term Lender or any of its, his or her obligations hereunder, under
any Loan Document or under any other agreement that it, he or she may have or
may hereafter enter into with Term Lender.

             5.5. WAIVER OF LIABILITY. EACH OBLIGOR (A) AGREES THAT
ADMINISTRATIVE AGENT AND EACH TERM LENDER (AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS) SHALL HAVE NO LIABILITY TO ANY OBLIGOR (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) FOR LOSSES OR






                                       -4-
<PAGE>


COSTS SUFFERED OR INCURRED BY ANY OBLIGOR IN CONNECTION WITH OR IN ANY WAY
RELATED TO THE TRANSACTIONS CONTEMPLATED OR THE RELATIONSHIP ESTABLISHED BY ANY
LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION HEREWITH OR
THEREWITH, EXCEPT FOR FORESEEABLE ACTUAL LOSSES RESULTING DIRECTLY FROM
ADMINISTRATIVE AGENT'S OR ANY TERM LENDER'S OWN GROSS NEGLIGENCE, WILLFUL
MISCONDUCT OR FRAUD AND (B) WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY
CLAIM AGAINST ADMINISTRATIVE AGENT OR ANY TERM LENDER (OR THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS) WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE, EXCEPT FOR CLAIMS FOR FORESEEABLE ACTUAL LOSSES RESULTING DIRECTLY
FROM ADMINISTRATIVE AGENT'S OR ANY TERM LENDER'S OWN GROSS NEGLIGENCE, WILLFUL
MISCONDUCT OR FRAUD. MOREOVER, WHETHER OR NOT SUCH DAMAGES ARE RELATED TO A
CLAIM THAT IS SUBJECT TO THE WAIVER EFFECTED ABOVE AND WHETHER OR NOT SUCH
WAIVER IS EFFECTIVE, ADMINISTRATIVE AGENT AND ANY TERM LENDER (AND THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) SHALL HAVE NO LIABILITY
WITH RESPECT TO (AND EACH OBLIGOR HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE
UPON ANY CLAIM FOR) ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR
NON-FORESEEABLE DAMAGES SUFFERED BY ANY OBLIGOR IN CONNECTION WITH OR IN ANY WAY
RELATED TO THE TRANSACTIONS CONTEMPLATED OR THE RELATIONSHIP ESTABLISHED BY ANY
LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION HEREWITH OR
THEREWITH.

             5.6. WAIVER OF JURY TRIAL. ADMINISTRATIVE AGENT AND EACH OBLIGOR
EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER AS CLAIM,
COUNTER-CLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE) IN CONNECTION WITH OR IN ANY
WAY RELATED TO ANY OF THE LOAN DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OR INACTIONS OF TERM
LENDER OR ANY OBLIGOR. EACH OBLIGOR ACKNOWLEDGES AND AGREES (A) THAT IT HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY), AND (B) THAT IT
HAS BEEN ADVISED BY LEGAL COUNSEL IN CONNECTION HEREWITH, AND (C) THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR TERM LENDER ENTERING INTO THE LOAN
DOCUMENTS AND FUNDING ADVANCES THEREUNDER.

             5.7. Construction. The language in all parts of this Second
Amendment and the other Loan Documents in all cases shall be construed as a
whole according to its fair meaning.

             5.8. Loan Documents. Except as modified herein or in any other
instruments or documents executed in connection herewith, (a) all terms and
conditions of the Loan Documents shall remain in effect in accordance with their
original tenor; and (b) nothing contained herein shall constitute a waiver by
Administrative Agent or of any of Administrative Agent's or any Term Lender's
rights and remedies (including, without limitation, any of Administrative
Agent's or any Term Lender's rights or remedies as to, or any obligations owing
to Administrative Agent or any Term Lender of, any person who may be liable to
Administrative Agent or any Term Lender on account of any of the Obligations,
whether or not such person is a party hereto), all of which rights and remedies
are expressly reserved and not waived. Each agreement, covenant, representation
and warranty of each Obligor hereunder shall be deemed to be in addition to, and
not in substitution for, the agreements, covenants, representations and
warranties previously made by each such Obligor. In the event that there shall
be any inconsistency between any provisions of this Second Amendment and a
provision set forth in any other Loan Document, the provision most favorable to
Administrative Agent, or any Term Lender and most restrictive as to Obligor
shall govern.


                                       -5-
<PAGE>


             5.9. Time of the Essence. Time is of the essence of each aspect of
this Second Amendment.

             5.10. Successors. This Second Amendment shall be binding upon and
inure to the benefit of each Obligor, Administrative Agent and each Term Lender
and their respective successors, heirs and assigns, except that no Obligor may
assign or transfer its rights or obligations hereunder without the prior written
consent of Administrative Agent in its sole and absolute discretion. Obligor
acknowledges that Administrative Agent, from time to time, may sell
participation interests in, or assign, all or some of the Obligations to third
parties, on such terms and conditions as Administrative Agent may determine in
its discretion (subject, however, to any applicable restrictions on such
participations and assignments under the Credit Agreement), and each Obligor
specifically consents thereto.

             5.11. Complete Agreement, Amendments. This Second Amendment,
together with the Loan Documents, contains the entire agreement among the
parties with respect to the transactions contemplated hereby, and supersedes all
negotiations, presentations, warranties, commitments, offers, contracts and
writings prior to the date hereof relating to the subject matters hereof. This
Agreement may be amended, modified, waived, discharged or terminated only by a
writing signed by the party to be charged with such amendment, modification,
waiver, discharge or termination.

             5.12. Expenses. Borrowers shall pay on demand, regardless of
whether any Default or Event of Default has occurred or whether any proceeding
to enforce any Loan Document has been commenced, all fees and expenses
(including, without limitation, the reasonable fees and disbursements of
internal and external counsel to Administrative Agent) of or incurred by
Administrative Agent in connection with (a) the negotiation, preparation,
administration, filing or recording of this Second Amendment, and (b) the
collection of the Obligations and any and all other obligations of Borrower to
Administrative Agent or any Term Lender whether now existing or hereafter
arising, or with the preservation and enforcement of Administrative Agent's or
any Term Lender's rights and remedies in connection with the Loan Documents.
This covenant shall survive payment of the Obligations and termination of this
Second Amendment.

             5.13. Severability. Any provision hereof that is prohibited or
unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

             5.14. Interest Limitation. No provision of this Second Amendment or
any Loan Document shall require the payment, or permit the collection, of
interest in excess of the highest rate permitted by applicable law. To the
extent that any interest received by Administrative Agent exceeds the maximum
amount permitted, such payment shall be credited to unpaid principal, provided,
however, that any excess amount remaining after full payment of principal shall
be returned to the payor.

             5.15. References to "Guarantor". All references to "Guarantor" in
this Second Amendment shall mean each and all Guarantors (whether Guarantor is a
natural person or a legal




                                       -6-
<PAGE>


entity, and regardless of the use of the word "it" or similar term to refer to
Guarantor), except where the context otherwise requires. Each promise,
agreement, representation, warranty and covenant made by Guarantor herein is
made and given by each Guarantor, jointly and severally, and all rights of
Guarantor hereunder are enjoyed with respect to each Guarantor, except as
expressly set forth herein.

             5.16. References to "Obligor". All references to "Obligor" in this
Second Amendment shall mean each and all Obligors (whether Obligor is a natural
person or a legal entity, and regardless of the use of the word "it" or similar
term to refer to Obligor), except where the context otherwise requires. Each
promise, agreement, representation, warranty and covenant made by Obligor herein
is made and given by each Obligor, jointly and severally, and all rights of
Obligor hereunder are enjoyed with respect to each Obligor, except as expressly
set forth herein.

             5.17. Descriptive Headings. The captions in this Second Amendment
are for convenience of reference only and shall not define or limit the
provisions hereof.

             5.18. Counterparts. This Agreement may be executed by one or more
of the parties on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.



                     [REMAINDER OF PAGE INTENTIONALLY BLANK]











                                      -7-

<PAGE>


         IN WITNESS WHEREOF, the undersigned, by their duly authorized officers,
have executed this SECOND AMENDMENT, as an instrument under seal (whether or not
any such seals are physically attached hereto), as of the day and year first
above written.

ATTEST:                              TALK AMERICA INC. (f/k/a Talk.com
                                     Holding Corp.)

By:   /s/ Craig H. Pizer             By:    /s/ Aloysius T. Lawn, IV
   ------------------------------       -----------------------------------
Name:   _________________________    Name:  Aloysius T. Lawn, IV
Title:  _________________________    Title: Executive Vice President, General
                                            Counsel and Secretary
[SEAL]


ATTEST:                              ACCESS ONE COMMUNICATIONS CORP.


By:   /s/ Craig H. Pizer             By:   /s/ Aloysius T. Lawn, IV
   -----------------------------       -----------------------------------
Name:  _________________________     Name:  Aloysius T. Lawn, IV
Title: _________________________     Title: Executive Vice President, General
                                            Counsel and Secretary
[SEAL]


ATTEST:                              OMNICALL, INC.


By:   /s/ Craig H. Pizer             By:   /s/ Aloysius T. Lawn, IV
   ------------------------------       -----------------------------------
Name:   _________________________    Name:  Aloysius T. Lawn, IV
Title:  _________________________    Title: Executive Vice President, General
                                            Counsel and Secretary
[SEAL]


ATTEST:                              THE OTHER PHONE COMPANY, INC.


By:  /s/ Craig H. Pizer              By:    /s/ Aloysius T. Lawn, IV
   ------------------------------       -----------------------------------
Name:   _________________________    Name:  Aloysius T. Lawn, IV
Title:  _________________________    Title: Executive Vice President, General
                                            Counsel and Secretary
[SEAL]



                    [SIGNATURES CONTINUE ON NEXT PAGE]







                                      -8-

<PAGE>


         IN WITNESS WHEREOF, the undersigned, by their duly authorized officers,
have executed this SECOND AMENDMENT, as an instrument under seal (whether or not
any such seals are physically attached hereto), as of the day and year first
above written.


ATTEST:                              TALK AMERICA OF VIRGINIA, INC.
                                     (f/k/a Tel-Save Holdings of Virginia, Inc.)


By:    /s/ Craig H. Pizer            By:   /s/ Aloysius T. Lawn, IV
   ------------------------------       -----------------------------------
Name:   _________________________    Name:  Aloysius T. Lawn, IV
Title:  _________________________    Title: Executive Vice President, General
                                            Counsel and Secretary
[SEAL]



ATTEST:                              TALK AMERICA HOLDINGS, INC. (f/k/a
                                     Talk.com, Inc.)


By:   /s/ Craig H. Pizer             By:    /s/ Aloysius T. Lawn, IV
   ------------------------------       -----------------------------------
Name:   _________________________    Name:  Aloysius T. Lawn, IV
Title:  _________________________    Title: Executive Vice President, General
                                            Counsel and Secretary
[SEAL]



                       [SIGNATURES CONTINUE ON NEXT PAGE]







                                      -9-

<PAGE>


         IN WITNESS WHEREOF, the undersigned, by their duly authorized officers,
have executed this SECOND AMENDMENT, as an instrument under seal (whether or not
any such seals are physically attached hereto), as of the day and year first
above written.


WITNESS:                               MCG FINANCE CORPORATION (AS
                                       ADMINISTRATIVE AGENT)


By:   /s/ Ruth Thomas                  By:   /s/ Steven F. Tunney
   -----------------------------         ------------------------------------
                                       Name:  Steven F. Tunney
                                       Title: President and Chief Operating
                                              Officer


WITNESS:                               MCG FINANCE CORPORATION (AS TERM LENDER)


By:   /s/ Ruth Thomas                  By:   /s/ Steven F. Tunney
   -----------------------------          -----------------------------------
                                       Name:  Steven F. Tunney
                                       Title: President and Chief Operating
                                              Officer



WITNESS:                               MCG CAPITAL CORPORATION (AS TERM LENDER,
                                       F/K/A MCG CREDIT CORPORATION)


By:     /s/ Ruth Thomas                By:    /s/ Steven F. Tunney
   -----------------------------          ------------------------------------
                                       Name:  Steven F. Tunney
                                       Title: President and Chief Operating
                                              Officer




                                      -10-


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