CERTIFICATE OF INCORPORATION OF
MCG CAPITAL CORPORATION
MCG Capital Corporation, a Delaware corporation, the original Certificate of Incorporation of which was filed
with the Secretary of State of the State of Delaware on March 18, 1998 under the name MCG, Inc. HEREBY
CERTIFIES that this Restated Certificate of Incorporation, restating, integrating and amending its Certificate of
Incorporation, was duly adopted by its Board of Directors and its stockholders in accordance with Sections 242
and 245 of the Delaware General Corporation Law (the "DGCL"). The Certificate of Incorporation of MCG
Capital Corporation, is hereby amended and restated in its entirety to read as follows:
The name of the Corporation is MCG Capital Corporation (the "Corporation").
REGISTERED OFFICE AND AGENT
The address of the Corporation's registered office in the State of Delaware is 2711 Centerville Road, Suite 400,
City of Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is
Corporation Service Company.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized
under the DGCL.
The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is
100,001,000 shares, of which:
100,000,000 shares, par value $.01 per share, shall be shares of common stock (the "Common Stock"); and
1,000 shares, par value $.01 per share, shall be shares of preferred stock (the "Preferred Stock").
(A) Common Stock. Except as (1) otherwise required by law or (2) expressly provided in this Restated
Certificate of Incorporation (as amended from time to time), each share of Common Stock shall have the same
powers, rights and privileges and shall rank equally, share ratably and be identical in all respects as to all matters.
(1) Dividends. Subject to the rights of the holders of Pref