Exhibit 99.f.3
EXECUTION COPY
GUARANTY
This GUARANTY (the "Guaranty"), dated as of June 16, 2000, made by MCG
Credit Corporation, a Delaware corporation (the "Guarantor"), in favor of First
Union Securities, Inc. ("FUSI").
WHEREAS, MCG Master Trust (the "Issuer"), the Guarantor, FUSI and Variable
Funding Capital Corporation ("VFCC") have entered into a Note Purchase
Agreement, dated as of June 1, 2000 (the "Note Purchase Agreement") pursuant to
which VFCC will acquire a note to be issued by the Issuer pursuant to an
Indenture, dated as of June 1, 2000 (the "Indenture") between the Issuer and
Norwest Bank Minnesota, National Association, as Indenture Trustee; and
WHEREAS, pursuant to the Note Purchase Agreement, the Issuer has agreed to
pay certain increased costs, expenses and taxes as contemplated in Sections 2.4
and 2.5 of the Note Purchase Agreement;
WHEREAS, the execution and delivery of this Guaranty by the Guarantor is a
condition to the initial Purchase contemplated by the Note Purchase Agreement;
WHEREAS, the Guarantor will derive substantial benefit from the
transactions contemplated by the Note Purchase Agreement and the Indenture; and
WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the Note Purchase Agreement
and the Indenture.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Guarantor hereby
unconditionally agrees as follows:
SECTION 1. The Guaranty.
------------
(a) The Guarantor hereby unconditionally and absolutely guarantees the full
and timely payment to the applicable party of all obligations and amounts due by
the Issuer pursuant to Sections 2.4 and 2.5 of the Note Purchase Agreement.
(b) The obligations of the Guarantor under this Guaranty shall not
terminate upon or otherwise be reduced by an Event of Default pursuant to the
Indenture, by any amendment entered into with the written consent of the
Guarantor to the Note Purchase Agreement or the Indenture or by any breach by
any party to any such agreements of its obligations thereunder.
(c) No failure on the part of FUSI to exercise, no delay in exercising, and
no course of dealing with respect to, any right or remedy hereunder will operate
as waiver thereof, nor will any single or partial exercise or any right or
remedy hereunder preclude any other further exercise thereof or the exercise of
any other rights or remedy. This Guaranty may not be amended or modified except
by written agreement of the Guarantor and FUSI and no consent or waiver
hereunder shall be valid unless in writing and signed by FUSI.
(d) This Guaranty is a continuing guarantee and (i) shall apply to all
amounts due under Section 2.4 and 2.5 of the Note Purchase Agreement whenever
arising, (ii) shall remain in full force and effect until payment in full or
discharge of the amounts due under Sections 2.4 and 2.5 of the Note Purchase
Agreement and/or enforcing any rights hereunder, (iii) shall be binding upon the
Guarantor and its successors and assigns and (iv) shall inure to the benefit of,
and be enforceable by, FUSI and its successors, transferees and assigns.
SECTION 2. Representations and Warranties.
------------------------------
In making this Guaranty the Guarantor represents and warrants to FUSI that:
(a) Organization and Good Standing. The Guarantor is a corporation duly
------------------------------
organized, validly existing and in good standing under the laws of the State of
Delaware and has the corporate power to own its assets and to transact the
business in which it is currently engaged.
(b) Authorization; Binding Obligations. The Guarantor has the power and
----------------------------------
authority to make, execute, deliver and perform this Guaranty and all of the
transactions contemplated under this Guaranty, and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Guaranty. When executed and delivered, this Guaranty will constitute the legal,
valid and binding obligation of the Guarantor enforceable in accordance with its
terms, except as enforcement of such terms may be limited by bankruptcy,
insolvency or other similar laws relating to or affecting the enforcement of
creditors' rights generally and by the availability of equitable remedies.
(c) No Consent Required. The Guarantor is not required to obtain the
-------------------
consent of any other party or any consent, license, approval or authorization
from, or registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Guaranty the failure of which so to obtain would have a
material adverse effect on the business, properties, assets or condition
(financial or otherwise) of the Guarantor.
(d) No Violations. The execution, delivery and performance of this
-------------
Guaranty by the Guarantor will not violate any provision of any existing law or
regulation or any order or decree of any court or the Certificate of
Incorporation or Bylaws of the Guarantor, or constitute a material breach of any
mortgage, indenture, contract or other material agreement to which the Guarantor
is a party or by which the Guarantor may be bound.
-2-
(e) Litigation. No litigation or administrative proceeding of or before
----------
any court, tribunal or governmental body is currently pending, or to the
knowledge of the Guarantor threatened, against the Guarantor or any of its
properties or with respect to this Guaranty which, if adversely determined,
would in the opinion of the Guarantor have a material adverse effect on the
transactions contemplated by this Guaranty.
SECTION 3. Miscellaneous.
-------------
THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED THEREIN WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
-3-
IN WITNESS WHEREOF, MCG Credit Corporation has duly executed this Guaranty
as of the day and year first written above.
MCG CREDIT CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CFO & EVP
-4-