0001193125-04-059254 Sample Contracts

Underwriting Agreement
MCG Capital Corp • April 8th, 2004 • New York

MCG Capital Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common stock, $.01 par value per share (the “Common Stock”), and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of Common Stock of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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