0000950168-01-501279 Sample Contracts

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COMMON STOCK
Selected Dealers Agreement • November 28th, 2001 • MCG Capital Corp

We have delivered to you a Prospectus relating to the offering by MCG Capital Corporation (the "Company") of the number of shares of common stock of the Company therein stated (the "Shares"). The undersigned (the "Underwriters") have agreed to purchase the Shares, subject to the conditions specified in the Underwriting Agreement (the "Underwriting Agreement") referred to in the Prospectus.

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