MCG CAPITAL CORPORATION Shares Common Stock ($.01 par value per Share) UNDERWRITING AGREEMENTMCG Capital Corp • March 28th, 2008 • New York
MCG Capital Corporation, a Delaware corporation (the “Company”) proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representative(s), an aggregate of [ ] shares of common stock, $.01 par value per share (the “Common Stock”), of the Company, consisting of [ ] shares (the “Firm Shares” and at the option of the Underwriters solely for the purpose of covering over-allotments, an additional [ ] shares (the “Additional Shares,” and together with the Firm Shares, the “Shares”) of Common Stock to be issued and sold by the Company. The Shares are described in the Prospectus which is referred to below.
