AMENDED AND RESTATED
MCG CAPITAL CORPORATION
SECTION 1. Registered Office. The registered office of the Corporation in the State of Delaware shall be
located at 1013 Centre Road, Wilmington, Delaware 19805. The name of the Corporation's registered agent at
such address shall be Corporation Service Company. The registered office and/or registered agent of the
Corporation may be changed from time to time by action of the Board of Directors.
SECTION 2. Other Offices. The Corporation may have an office or offices other than said registered office at
such place or places, either within or without the State of Delaware, as the Board of Directors shall from time to
time determine or the business of the Corporation may require.
Meetings of Stockholders
SECTION 1. Place of Meetings. All meetings of the stockholders for the election of directors or for any other
purpose shall be held at any such place, either within or outside the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver of
SECTION 2. Annual Meeting. An annual meeting of stockholders shall be held each year and stated in a notice
of meeting or in a duly executed waiver thereof. The date, time and place of such meeting shall be determined by
the Chief Executive Officer of the Corporation; provided that if the Chief Executive Officer does not act, the
Board of Directors shall determine the date, time, and place of such meeting. At such annual meeting, the
stockholders shall elect, by a plurality vote, a Board of Directors and transact such other business as may
properly be brought before the meeting.
SECTION 3. Special Meetings. Special meetings of stockholders may be called for any purpose by the Board of
Directors, the Chairman of the Board of Directors or the Chief Executive Officer and may be held on such date
and at such time and place, either within o