0001398344-13-000989 Sample Contracts

70,000,000 Aggregate Principal Amount of 7.25% Senior Notes due 2023
Underwriting Agreement • February 26th, 2013 • MVC Capital, Inc. • New York

The Company also proposes to issue and sell to the Underwriters not more than an additional $10,500,000 aggregate principal amount of 7.25% Senior Notes due 2023 (the “Additional Notes”) if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such notes granted to the Underwriters in Section 3 hereof. The Notes and the Additional Notes are hereinafter collectively referred to as the “Securities.”

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FIRST SUPPLEMENTAL INDENTURE between and as Trustee Dated as of February 26, 2013
Supplemental Indenture • February 26th, 2013 • MVC Capital, Inc. • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of February 26, 2013, is between MVC Capital, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).

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