Exhibit 10.1


                        INVESTMENT MANAGEMENT AGREEMENT

         AGREEMENT, dated July 25, 2005, between BlackRock Kelso Capital
Corporation, a Delaware corporation, (the "BDC") and BlackRock Kelso Capital
Advisors LLC (the "Advisor"), a Delaware limited liability company.

         WHEREAS, Advisor has agreed to furnish investment advisory services to
the BDC, a business development company registered under the Investment Company
Act of 1940, as amended (the "1940 Act");

         WHEREAS, this Agreement has been approved in accordance with the
provisions of the 1940 Act, and the Advisor is willing to furnish such services
upon the terms and conditions herein set forth;

         NOW, THEREFORE, in consideration of the mutual premises and covenants
herein contained and other good and valuable consideration, the receipt of
which is hereby acknowledged, it is agreed by and between the parties hereto as
follows:

         1. In General. The Advisor agrees, all as more fully set forth herein,
to act as investment advisor to the BDC with respect to the investment of the
BDC's assets and to supervise and arrange for the day-to-day operations of the
BDC and the purchase of securities for and the sale of securities held in the
investment portfolio of the BDC.

         2. Duties and Obligations of the Advisor with Respect to Investment of
Assets of the BDC.

                  (a) Subject to the succeeding provisions of this paragraph
and subject to the direction and control of the BDC's Board of Directors, the
Advisor shall (i) act as investment advisor for and supervise and manage the
investment and reinvestment of the BDC's assets and in connection therewith
have complete discretion in purchasing and selling securities and other assets
for the BDC and in voting, exercising consents and exercising all other rights
appertaining to such securities and other assets on behalf of the BDC; (ii)
supervise continuously the investment program of the BDC and the composition of
its investment portfolio; (iii) arrange, subject to the provisions of Section
3(b) hereof, for the purchase and sale of securities and other assets held in
the investment portfolio of the BDC; and (iv) oversee the administration of all
aspects of the BDC's business and affairs and provide, or arrange for others
whom it believes to be competent to provide, certain services as specified in
paragraph (b) below. Nothing contained herein shall be construed to restrict
the BDC's right to hire its own employees or to contract for administrative
services to be performed by third parties, including but not limited to, the
calculation of the net asset value of the BDC's shares.

                  (b) Except to the extent provided for directly by the BDC,
the specific services to be provided or arranged for by the Advisor for the BDC
pursuant to paragraph (a)(iv) above are (i) maintaining the BDC's books and
records, to the extent not maintained by the BDC's custodian, transfer agent
and dividend disbursing agent in accordance with applicable laws and
regulations; (ii) initiating all money transfers to the BDC's custodian and
from the BDC's custodian for the payment of the BDC's expenses, investments and
dividends; (iii) reconciling account information and balances among the BDC's
custodian, transfer agent and dividend disbursing agent; (iv) preparing all
governmental filings by the BDC and all reports by the BDC to its shareholders;
(v) supervising the calculation of the net asset value of the BDC's shares; and
(vi) preparing notices and agendas for meetings of the BDC's shareholders and
the BDC's Board of Directors as well as minutes of such meetings in all matters
required by applicable law to be acted upon by the Board of Directors.

                  (c) In the performance of its duties under this Agreement,
the Advisor shall at all times use all reasonable efforts to conform to, and
act in accordance with, any requirements imposed by (i) the provisions of the
Investment Company Act of 1940 (the "Act"), and of any rules or regulations in
force thereunder; (ii) any other applicable provision of law; (iii) the
provisions of the Certificate of Incorporation and the By-Laws of the BDC, as
such documents are amended from time to time; (iv) the investment objectives,
policies and restrictions applicable to the BDC as set forth in the BDC's
Private Placement Memorandum; and (v) any policies and determinations of the
Board of Directors of the BDC.

                  (d) The Advisor will seek to provide qualified personnel to
fulfill its duties hereunder and, except as set forth in the following
sentence, will bear all costs and expenses incurred in connection with its
investment advisory duties thereunder. The BDC shall reimburse the Advisor for
all direct and indirect cost and expenses incurred by the Advisor (i) for
office space rental, office equipment and utilities allocable to performance of
investment advisory and non investment advisory administrative or operating
services hereunder by the Advisor and (ii) allocable to any non-investment
advisory administrative or operating services provided by the Advisor
hereunder, including salaries, bonuses, health insurance, retirement benefits
and all similar employment costs, such as office equipment and other overhead
items. All allocations made pursuant to this paragraph (d) shall be made
pursuant to allocation guidelines approved from time to time by the Board of
Directors. The BDC shall also be responsible for the payment of all the BDC's
other expenses, including (i) payment of the fees payable to the Advisor under
Section 8 hereof; (ii) organizational expenses; (iii) brokerage fees and
commissions; (iv) taxes; (v) interest charges on borrowings; (vi) the cost of
liability insurance or fidelity bond coverage for the BDC's officers and
employees, and directors' and officers' errors and omissions insurance
coverage; (vii) legal, auditing and accounting fees and expenses; (viii)
charges of the BDC's administrator (if any), custodian, transfer agent and
dividend disbursing agent and any other service providers; (ix) the BDC's dues,
fees and charges of any trade association of which the BDC is a member; (x) the
expenses of printing, preparing and mailing proxies, stock certificates,
reports, prospectuses, registration statements and other documents used by the
BDC; (xi) expenses of registering and offering securities of the BDC under
applicable law; (xii) the expenses of holding shareholder meetings; (xiii) the
compensation, including fees, of any of the BDC's directors, officers or
employees who are not affiliated persons of the Advisor; (xiv) all expenses of
computing the BDC's net asset value per share; (xv) litigation and
indemnification and other extraordinary or non recurring expenses; and (xvi)
all other non investment advisory expenses of the BDC.

                  (e) The Advisor shall give the BDC the benefit of its
professional judgment and effort in rendering services hereunder, but neither
the Advisor nor any of its officers, directors, employees, agents or
controlling persons shall be liable for any act or omission or for any loss
sustained by the BDC in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement; provided,
however, that the foregoing shall not constitute a waiver of any rights which
the BDC may have which may not be waived under applicable law.

         3. Covenants. (a) In the performance of its duties under this
Agreement, the Advisor shall at all times conform to, and act in accordance
with, any requirements imposed by: (i) the provisions of the 1940 Act and the
Investment Advisers Act of 1940, as amended, and all applicable Rules and
Regulations of the Securities and Exchange Commission; (ii) any other
applicable provision of law; (iii) the provisions of the Certificate of
Incorporation and By-Laws of the BDC, as such documents are amended from time
to time; (iv) the investment objectives and policies of the BDC as set forth in
its Private Placement Memorandum; and (v) any policies and determinations of
the Board of Directors of the BDC.

                  (b) In addition, the Advisor will:

                           (i) place orders either directly with the issuer or
         with any broker or dealer. Subject to the other provisions of this
         paragraph, in placing orders with brokers and dealers, the Advisor
         will attempt to obtain the best price and the most favorable execution
         of its orders. In placing orders, the Advisor will consider the
         experience and skill of the firm's securities traders as well as the
         firm's financial responsibility and administrative efficiency.
         Consistent with this obligation, the Advisor may select brokers on the
         basis of the research, statistical and pricing services they provide
         to the BDC and other clients of the Advisor. Information and research
         received from such brokers will be in addition to, and not in lieu of,
         the services required to be performed by the Advisor hereunder. A
         commission paid to such brokers may be higher than that which another
         qualified broker would have charged for effecting the same
         transaction, provided that the Advisor determines in good faith that
         such commission is reasonable in terms either of the transaction or
         the overall responsibility of the Advisor to the BDC and its other
         clients and that the total commissions paid by the BDC will be
         reasonable in relation to the benefits to the BDC over the long term.
         In addition, the Advisor is authorized to take into account the sale
         of shares of the BDC in allocating purchase and sale orders for
         portfolio securities to brokers or dealers (including brokers and
         dealers that are affiliated with the Advisor), provided that the
         Advisor believes that the quality of the transaction and the
         commission are comparable to what they would be with other qualified
         firms. In no instance, however, will the BDC's securities be purchased
         from or sold to the Advisor, or any affiliated person thereof, except
         to the extent permitted by the SEC or by applicable law;

                           (ii) maintain a policy and practice of conducting
         its investment advisory services hereunder independently of the
         commercial banking operations of its affiliates. When the Advisor
         makes investment recommendations for the BDC, its investment advisory
         personnel will not inquire or take into consideration whether the
         issuer of securities proposed for purchase or sale for the BDC's
         account are customers of the commercial department of its affiliates;
         and

                           (iii) treat confidentially and as proprietary
         information of the BDC all records and other information relative to
         the BDC, and the BDC's prior, current or potential shareholders, and
         will not use such records and information for any purpose other than
         performance of its responsibilities and duties hereunder, except after
         prior notification to and approval in writing by the BDC, which
         approval shall not be unreasonably withheld and may not be withheld
         where the Advisor may be exposed to civil or criminal contempt
         proceedings for failure to comply, when requested to divulge such
         information by duly constituted authorities, or when so requested by
         the BDC.

         4. Services Not Exclusive. Nothing in this Agreement shall prevent the
Advisor or any officer, employee or other affiliate thereof from acting as
investment advisor for any other person, firm or corporation, or from engaging
in any other lawful activity, and shall not in any way limit or restrict the
Advisor or any of its officers, employees or agents from buying, selling or
trading any securities for its or their own accounts or for the accounts of
others for whom it or they may be acting; provided, however, that the Advisor
will undertake, and will cause its employees to undertake, no activities which,
in its judgment, will adversely affect the performance of the Advisor's
obligations under this Agreement.

         5. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Advisor hereby agrees that all records which it
maintains for the BDC are the property of the BDC and further agrees to
surrender promptly to the BDC any such records upon the BDC's request. The
Advisor further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under
the 1940 Act.

         6. Agency Cross Transactions. From time to time, the Advisor or
brokers or dealers affiliated with it may find themselves in a position to buy
for certain of their brokerage clients (each an "Account") securities which the
Advisor's investment advisory clients wish to sell, and to sell for certain of
their brokerage clients securities which advisory clients wish to buy. Where
one of the parties is an advisory client, the Advisor or the affiliated broker
or dealer cannot participate in this type of transaction (known as a cross
transaction) on behalf of an advisory client and retain commissions from one or
both parties to the transaction without the advisory client's consent. This is
because in a situation where the Advisor is making the investment decision (as
opposed to a brokerage client who makes his own investment decisions), and the
Advisor or an affiliate is receiving commissions from both sides of the
transaction, there is a potential conflicting division of loyalties and
responsibilities on the Advisor's part regarding the advisory client. The SEC
has adopted a rule under the Investment Advisers Act of 1940, as amended, which
permits the Advisor or its affiliates to participate on behalf of an Account in
agency cross transactions if the advisory client has given written consent in
advance. By execution of this Agreement, the BDC authorizes the Advisor or its
affiliates to participate in agency cross transactions involving an Account.
The BDC may revoke its consent at any time by written notice to the Advisor.

         7. Expenses. During the term of this Agreement, the Advisor will bear
all costs and expenses of its employees and any overhead incurred in connection
with its duties hereunder and shall bear the costs of any salaries or
Directors' fees of any officers or Directors of the BDC who are affiliated
persons (as defined in the 1940 Act) of the Advisor; provided that the Board of
Directors of the BDC may approve reimbursement to the Advisor of the pro rata
portion of the salaries, bonuses, health insurance, retirement benefits and all
similar employment costs for the time spent on BDC operations (other than the
provision of investment advice and administrative services required to be
provided hereunder) of all personnel employed by the Advisor who devote
substantial time to BDC operations or the operations of other investment
companies advised by the Advisor.

         8. Compensation of the Advisor.

                  (a) The Advisor, for its services to the BDC, will be
entitled to receive a management fee (the "Management Fee") from the BDC. The
Management Fee will be calculated at an annual rate of 2.00% of total assets.
For services rendered under this Agreement during the period commencing from
the Closing through and including the first twelve months of operations, the
Management Fee will be payable monthly in arrears based on the asset valuation
for the prior month or, prior to the BDC's first valuation, its assets upon the
commencement of its business. For services rendered under this Agreement after
that time, the Management Fee will be paid quarterly in arrears based on the
asset valuation for the prior quarter.

                  (b) For purposes of this Agreement, the net assets of the BDC
shall be calculated pursuant to the procedures adopted by resolutions of the
Directors of the BDC for calculating the value of the BDC's assets or
delegating such calculations to third parties.

                  (c) The Advisor will be entitled to receive a fee (the
"Carried Interest") in an amount equal to, (i) commencing on the Ramp-Up Date
and prior to the first day of the calendar quarter during which the Public
Market Event occurs, (A) 50% (payable at the same time as, and not in advance
of, any distributions in respect of the BDC's common shares) of the amount by
which the Cumulative Adjusted Common Distributions exceed the Hurdle until the
cumulative payments that have been made in respect of the Carried Interest
pursuant to this clause (i) since the Ramp-Up Date equal 20% of the sum of the
amount paid pursuant to this clause (i) plus the amount of the Cumulative
Adjusted Common Distributions since the Ramp-Up Date, and thereafter (B) an
amount (payable at the same time as, and not in advance of, any distributions
in respect of the BDC's common shares) such that, after payment thereof, the
cumulative payments that have been made in respect of the Carried Interest
pursuant to this clause (i) since the Ramp-Up Date equal 20% of the sum of the
amount paid pursuant to this clause (i) plus the amount of the Cumulative
Adjusted Common Distributions since the Ramp-Up Date and (ii) commencing on and
after the first day of the calendar quarter during which the Public Market
Event occurs, (A) 50% (payable at the same time as, and not in advance of, any
distributions in respect of the BDC's common shares) of the amount by which the
cumulative distributions and amounts distributable out of net income (including
realized capital gains in excess of realized capital losses) in respect of the
BDC's common shares (1) since the Public Market Event or (2) during the four
calendar quarters most recently completed prior to or within 15 days after the
date of declaration, whichever is most recent, exceed the Hurdle until the
cumulative payments that have been made in respect of the Carried Interest
pursuant to this clause (ii) equal 20% of the sum of the amount distributed
pursuant to this clause (ii) plus the amount of the Cumulative Adjusted Common
Distributions (1) since the Public Market Event or (2) during the four calendar
quarters most recently completed prior to or within 15 days after the date of
declaration, whichever is most recent, and thereafter (B) an amount (payable at
the same time as, and not in advance of, any distributions in respect of the
Common Shares) equal to the excess of (1) 20% of the sum of the amount
distributed pursuant to this clause (ii) plus the amount of the Measurement
Period Adjusted Common Distributions (as defined below) over (2) the portion of
the amount in item (1) above previously distributed during such four preceding
quarters.

                  (d) For purposes of Section 8(c), (i) "Public Market Event"
means the completion by the BDC of an initial public offering of its common
shares registered under the Securities Act of 1933 and the commencement of
trading of such common shares on a national securities exchange; (ii) "Hurdle"
means the product of 2% times the quarterly net asset value of the BDC
attributable to its common shares as of the beginning of such quarter (or such
measurement period) calculated after giving effect to any distributions in
respect of such quarter (or such measurement period) times the number of
quarters in the measurement period (which, after the Public Market Event, will
be four quarters); (iii) "Cumulative Adjusted Common Distributions" means the
excess of the cumulative distributions and amounts distributable out of net
income (including realized capital gain in excess of realized capital losses)
in respect of the common shares over the net amount of capital depreciation, if
any, at the time of determination; (iv) "Measurement Period Adjusted Common
Distributions" means the aggregate distributions and amounts distributable out
of net income (including realized capital gains in excess of realized capital
losses) in respect of the common shares during the four calendar quarters most
recently completed prior to or within 15 days after the date of declaration of
any distribution under Section 8(c), less any increases in net capital
depreciation attributable to the common shares during such four quarter period
or plus any decrease in such net capital depreciation but only to the extent
that both (A) such decrease did not exceed the net amount of capital
depreciation at the beginning of such period and (B) such decrease did not
exceed the excess of cumulative realized capital gains over cumulative realized
capital losses since commencement of operations; and (v) "Ramp-up Date" means
such time that 90% of the assets of the BDC are invested in portfolio companies
in accordance with the BDC's investment objective, excluding investments in
cash, cash equivalents, U.S. government securities and other high-quality debt
investments that mature in one year or less from the date of investment, or the
first anniversary of the date on which the BDC first draws funds under accepted
subscriptions for its common shares, whichever is sooner.

                  (e) The Advisor shall only be entitled to the Carried
Interest if such fees are not, have not, or will not be paid to the Advisor or
an affiliate through another mechanism.

                  (f) Alternatively, the Carried Interest may be paid pursuant
to a dividend on a preferred share (the "Special S Share") to be issued by the
BDC. For avoidance of doubt, if the Special S Share is issued by the BDC the
Carried Interest will not be paid pursuant to this agreement.

         9. Indemnity. (a) The BDC may, in the discretion of the Board of
Directors of the BDC, indemnify the Advisor, and each of the Advisor's
directors, officers, employees, agents, associates and controlling persons and
the directors, partners, members, officers, employees and agents thereof
(including any individual who serves at the Advisor's request as director,
officer, partner, member or the like of another entity) (each such person being
an "Indemnitee") against any liabilities and expenses, including amounts paid
in satisfaction of judgments, in compromise or as fines and penalties, and
counsel fees (all as provided in accordance with applicable state law)
reasonably incurred by such Indemnitee in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
before any court or administrative or investigative body in which such
Indemnitee may be or may have been involved as a party or otherwise or with
which such Indemnitee may be or may have been threatened, while acting in any
capacity set forth herein or thereafter by reason of such Indemnitee having
acted in any such capacity, except with respect to any matter as to which such
Indemnitee shall have been adjudicated not to have acted in good faith in the
reasonable belief that such Indemnitee's action was in the best interest of the
BDC and furthermore, in the case of any criminal proceeding, so long as such
Indemnitee had no reasonable cause to believe that the conduct was unlawful;
provided, however, that (1) no Indemnitee shall be indemnified hereunder
against any liability to the BDC or its shareholders or any expense of such
Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii)
gross negligence or (iv) reckless disregard of the duties involved in the
conduct of such Indemnitee's position (the conduct referred to in such clauses
(i) through (iv) being sometimes referred to herein as "disabling conduct"),
(2) as to any matter disposed of by settlement or a compromise payment by such
Indemnitee, pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be provided unless
there has been a determination that such settlement or compromise is in the
best interests of the BDC and that such Indemnitee appears to have acted in
good faith in the reasonable belief that such Indemnitee's action was in the
best interest of the BDC and did not involve disabling conduct by such
Indemnitee and (3) with respect to any action, suit or other proceeding
voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be
mandatory only if the prosecution of such action, suit or other proceeding by
such Indemnitee was authorized by a majority of the full Board of Directors of
the BDC.

                  (b) The BDC may make advance payments in connection with the
expenses of defending any action with respect to which indemnification might be
sought hereunder if the BDC receives a written affirmation of the Indemnitee's
good faith belief that the standard of conduct necessary for indemnification
has been met and a written undertaking to reimburse the BDC unless it is
subsequently determined that such Indemnitee is entitled to such
indemnification and if the Directors of the BDC determine that the facts then
known to them would not preclude indemnification. In addition, at least one of
the following conditions must be met: (A) the Indemnitee shall provide security
for such Indemnitee-undertaking, (B) the BDC shall be insured against losses
arising by reason of any unlawful advance, or (C) a majority of a quorum
consisting of Directors of the BDC who are neither "interested persons" of the
BDC (as defined in Section 2(a)(19) of the 1940 Act) nor parties to the
proceeding ("Disinterested Non-Party Directors") or an independent legal
counsel in a written opinion, shall determine, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that there is reason
to believe that the Indemnitee ultimately will be found entitled to
indemnification.

                  (c) All determinations with respect to the standards for
indemnification hereunder shall be made (1) by a final decision on the merits
by a court or other body before whom the proceeding was brought that such
Indemnitee is not liable or is not liable by reason of disabling conduct, or
(2) in the absence of such a decision, by (i) a majority vote of a quorum of
the Disinterested Non-Party Directors of the BDC, or (ii) if such a quorum is
not obtainable or, even if obtainable, if a majority vote of such quorum so
directs, independent legal counsel in a written opinion. All determinations
that advance payments in connection with the expense of defending any
proceeding shall be authorized and shall be made in accordance with the
immediately preceding clause (2) above.

         The rights accruing to any Indemnitee under these provisions shall not
exclude any other right to which such Indemnitee may be lawfully entitled.

         10. Limitation on Liability. (a) The Advisor will not be liable for
any error of judgment or mistake of law or for any loss suffered by Advisor or
by the BDC in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its duties under this Agreement.

                  (b) Notwithstanding anything to the contrary contained in
this Agreement, the parties hereto acknowledge and agree that, as provided in
the Certificate of Incorporation, this Agreement is executed by the Directors
and/or officers of the BDC, not individually but as such Directors and/or
officers of the BDC, and the obligations hereunder are not binding upon any of
the Directors or Shareholders individually but bind only the estate of the BDC.

         11. Duration and Termination. This Agreement shall become effective as
of the date hereof and, unless sooner terminated with respect to the BDC as
provided herein, shall continue in effect for a period of two years.
Thereafter, if not terminated, this Agreement shall continue in effect with
respect to the BDC for successive periods of 12 months, provided such
continuance is specifically approved at least annually by both (a) the vote of
a majority of the BDC's Board of Directors or the vote of a majority of the
outstanding voting securities of the BDC at the time outstanding and entitled
to vote, and (b) by the vote of a majority of the Directors who are not parties
to this Agreement or interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval.
Notwithstanding the foregoing, this Agreement may be terminated by the BDC at
any time, without the payment of any penalty, upon giving the Advisor 60 days'
notice (which notice may be waived by the Advisor), provided that such
termination by the BDC shall be directed or approved by the vote of a majority
of the Directors of the BDC in office at the time or by the vote of the holders
of a majority of the voting securities of the BDC at the time outstanding and
entitled to vote, or by the Advisor on 60 days' written notice (which notice
may be waived by the BDC). This Agreement will also immediately terminate in
the event of its assignment. (As used in this Agreement, the terms "majority of
the outstanding voting securities," "interested person" and "assignment" shall
have the same meanings of such terms in the 1940 Act.) If this Agreement is
terminated pursuant to this Section, the BDC shall pay the Advisor a pro rated
portion of the Management Fee and the Carried Interest. The Management Fee and
the Carried Interest due to the Adviser in the event of termination pursuant to
this Section will be determined according to the method set forth in the
following paragraph.

         The BDC will engage at its own expense a firm acceptable to the BDC
and the Advisor to determine the maximum reasonable fair value as of the
termination date of the BDC's consolidated assets (assuming each asset is
readily marketable among institutional investors without minority discount and
with an appropriate control premium for any control positions and ascribing an
appropriate net present value to unamortized organizational and offering costs
and going concern value). After review of such firm's work papers by the
Advisor and the BDC and resolution of any comments therefrom, such firm will
render its report as to valuation, and the BDC will pay to the Advisor or its
affiliates any Management Fees or Carried Interest, as the case may be, payable
pursuant to the paragraphs above as if all of the consolidated assets of the
BDC had been sold at the values indicated in such report and any net income and
gain distributed. Such report will be completed within 90 days after notice of
termination is delivered hereto.

         12. Notices. Any notice under this Agreement shall be in writing to
the other party at such address as the other party may designate from time to
time for the receipt of such notice and shall be deemed to be received on the
earlier of the date actually received or on the fourth day after the postmark
if such notice is mailed first class postage prepaid.

         13. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. Any amendment of this Agreement shall be
subject to the 1940 Act.

         14. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York for contracts to be
performed entirely therein without reference to choice of law principles
thereof and in accordance with the applicable provisions of the 1940 Act.

         15. Use of the Name BlackRock Kelso Capital. The Advisor has consented
to the use by the BDC of the name or identifying words "BlackRock Kelso
Capital" in the name of the BDC. Such consent is conditioned upon the
employment of the Advisor as the investment advisor to the BDC. The name or
identifying words "BlackRock Kelso Capital" may be used from time to time in
other connections and for other purposes by the Advisor and any of its
affiliates. The Advisor may require the BDC to cease using "BlackRock Kelso
Capital" in the name of the BDC if the BDC ceases to employ, for any reason,
the Advisor, any successor thereto or any affiliate thereof as investment
advisor of the BDC.

         16. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding on, and shall inure to the
benefit of the parties hereto and their respective successors.

         17. Capitalized Terms. Capitalized terms not defined herein shall have
the respective meanings given to them in the Confidential Private Placement
Memorandum of BlackRock Kelso Capital Holding LLC or, if not contained therein,
in the documents referenced therein.

         18. Counterparts. This Agreement may be executed in counterparts by
the parties hereto, each of which shall constitute an original counterpart, and
all of which, together, shall constitute one Agreement.

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers, all as of the day
and the year first above written.


                                      BLACKROCK KELSO CAPITAL CORPORATION


                                      By: /s/ Frank Gordon
                                          --------------------------------
                                          Name:  Frank Gordon
                                          Title: Chief Financial Officer


                                      BLACKROCK KELSO CAPITAL ADVISORS LLC


                                      By: /s/ Michael B. Lazar
                                          --------------------------------
                                          Name:  Michael B. Lazar
                                          Title: Chief Operating Officer