TRUST AGREEMENT between MCG FINANCE IV, LLC, as the Trust Depositor and WILMINGTON TRUST COMPANY, as the Owner Trustee Dated as of January 27, 2004Trust Agreement • March 23rd, 2004 • MCG Capital Corp • Delaware
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND TO A PERSON WHO HAS FURNISHED TO THE OWNER TRUSTEE (A) AN INVESTMENT LETTER TO THE EFFECT THAT SUCH PURCHASER IS THE TRUST DEPOSITOR OR AN AFFILIATE THEREOF, OR AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1)–(3) OR (7) UNDER THE ACT AND (B) IF REQUIRED, AN OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE. NO TRANSFER OF ANY CERTIFICATE SHALL BE MADE OTHER THAN TO A QUALIFIED PURCHASER (WITHIN THE MEANING GIVEN TO SUCH TERM IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND ALL APPLICABLE RULES OF THE SECURITIES AND EXCHANGE COMMISSION ISSUED THEREUNDER).
