0000928385-02-001213 Sample Contracts

INDENTURE between MCG COMMERCIAL LOAN TRUST 2001-1, as the Issuer, ------------- and
Indenture • April 1st, 2002 • MCG Capital Corp • New York
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EXHIBIT 10.41 STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • April 1st, 2002 • MCG Capital Corp • Virginia
MCG COMMERCIAL LOAN TRUST NOTES SERIES 2001-1
MCG Capital Corp • April 1st, 2002 • New York
TRUST AGREEMENT between
Trust Agreement • April 1st, 2002 • MCG Capital Corp • Delaware
between
Loan Sale Agreement • April 1st, 2002 • MCG Capital Corp • New York
CLASS C NOTE
MCG Capital Corp • April 1st, 2002

THIS CLASS C NOTE MAY NOT BE TRANSFERRED DIRECTLY OR INDIRECTLY TO (1) EMPLOYEE BENEFIT PLANS, RETIREMENT ARRANGEMENTS, INDIVIDUAL RETIREMENT ACCOUNTS OR KEOGH PLANS SUBJECT TO EITHER TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (2) ENTITIES (INCLUDING INSURANCE COMPANY GENERAL ACCOUNTS) WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY SUCH PLAN'S ARRANGEMENTS OR ACCOUNT'S INVESTMENT IN SUCH ENTITIES. FURTHER, THIS NOTE MAY BE TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

by and among MCG COMMERCIAL LOAN TRUST 2001-1, as the Trust, -------------
Sale and Servicing Agreement • April 1st, 2002 • MCG Capital Corp • New York
CLASS A NOTE
MCG Capital Corp • April 1st, 2002

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Exhibit 10.31 RESTRICTED STOCK AGREEMENT This Agreement is made this 28th day of November, 2001, (the "Award Date") by and between MCG Capital Corporation, a Delaware corporation (the "Company"), and the undersigned employee of the Company...
Restricted Stock Agreement • April 1st, 2002 • MCG Capital Corp • Delaware

This Agreement is made this 28th day of November, 2001, (the "Award Date") by and between MCG Capital Corporation, a Delaware corporation (the "Company"), and the undersigned employee of the Company ("Employee").

Exhibit 10.30 Robert Merrick RESTRICTED STOCK AGREEMENT This Agreement is made this 28th day of November, 2001, (the "Award Date") by and between MCG Capital Corporation, a Delaware corporation (the "Company"), and the undersigned employee of the...
Restricted Stock Agreement • April 1st, 2002 • MCG Capital Corp • Delaware

This Agreement is made this 28th day of November, 2001, (the "Award Date") by and between MCG Capital Corporation, a Delaware corporation (the "Company"), and the undersigned employee of the Company ("Employee").

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