BlackRock Kelso Capital CORP Sample Contracts

EXHIBIT 10.7 BLACKROCK KELSO CAPITAL ADVISORS LLC WAIVER RELIANCE LETTER
Investment Management Agreement • March 29th, 2006 • BlackRock Kelso Capital CORP
SEVENTH AMENDMENT dated as of April 26, 2023 (this “Amendment”) to the SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of February 19, 2016, as amended as of August 8, 2016, June 5, 2017, March 15, 2018, August 30, 2019,...
Senior Secured Revolving Credit Agreement • May 1st, 2023 • BlackRock Capital Investment Corp • New York

SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of February 19, 2016, as amended as of August 8, 2016, June 5, 2017, March 15, 2018, August 30, 2019, May 22, 2020, April 23, 2021, and April 26, 2023 (and as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among BLACKROCK CAPITAL INVESTMENT CORPORATION, the LENDERS party hereto, CITIBANK, N.A., as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and BANK OF MONTREAL, CHICAGO BRANCH, as Syndication Agent (as defined below).

BLACKROCK CAPITAL INVESTMENT CORPORATION as Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 13, 2017 to the Indenture Dated as of June 13, 2017
First Supplemental Indenture • June 13th, 2017 • BlackRock Capital Investment Corp • Delaware

FIRST SUPPLEMENTAL INDENTURE dated as of June 13, 2017 (the “First Supplemental Indenture”) between BLACKROCK CAPITAL INVESTMENT CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.02) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.02) to the Indenture, dated as of June 13, 2017, (the “Base Indenture” and, together with the First Supplemental Indenture, the “Indenture”) between the Company and the Trustee.

6,000,000 Shares Common Stock ($.001 Par Value Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • November 4th, 2010 • BlackRock Kelso Capital CORP • New York

BlackRock Kelso Capital Corporation, a Delaware corporation (the “Company”), proposes to issue and sell an aggregate of 6,000,000 shares (the “Firm Shares”) of common stock, $.001 par value per share (the “Common Stock”), of the Company. It is understood that, subject to the conditions hereinafter stated, the Firm Shares will be sold by the Company to the several Underwriters named in Schedule A hereto (the “Underwriters”) in connection with the offer and sale of such Firm Shares. Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and UBS Securities LLC shall act as representatives of the Underwriters (the “Representatives”).

FIRST AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT
Master Note Purchase Agreement • March 14th, 2024 • BlackRock Capital Investment Corp • New York

Blackrock Capital Investment Corporation, a Delaware corporation (the “Company”), agrees with each of the Purchasers as follows:

WARRANT AGREEMENT By and Between BLACKROCK KELSO CAPITAL CORPORATION and
Warrant Agreement • June 5th, 2008 • BlackRock Kelso Capital CORP • New York

Agreement made as of , 2008 between BLACKROCK KELSO CAPITAL CORPORATION, a Delaware corporation, with offices at 40 East 52nd Street, New York, NY 10022 (“Company”), and , a corporation, with offices at (“Warrant Agent”).

Transfer Agency and Service Agreement Among Each of the BlackRock Business Development Companies Listed Herein on Appendix A
Transfer Agency and Service Agreement • March 3rd, 2021 • BlackRock Capital Investment Corp • Massachusetts

This Transfer Agency Agreement (this “Agreement”) is made as of July 13, 2020, by and among each of the BlackRock business development companies listed on Appendix A, as amended from time to time, having a principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (each a “Customer” or a “Company”), Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), both doing business at 150 Royall Street, Canton, Massachusetts 02021 (collectively the “Transfer Agent” or “Computershare”).

SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 3rd, 2021 • BlackRock Capital Investment Corp • New York

SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”), dated as of May 2, 2020, between BlackRock Capital Investment Corporation, a Delaware corporation (the “BDC”), and BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company (the “Advisor”).

BCIC SENIOR LOAN PARTNERS, LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • June 29th, 2016 • BlackRock Capital Investment Corp • Delaware

This Limited Liability Company Agreement, dated as of June 23, 2016, of BCIC Senior Loan Partners, LLC (the “Company”) is entered into by and between BlackRock Capital Investment Corporation and Windward Investments LLC (each, a “Member” and collectively, the “Members”).

UNDERWRITING AGREEMENT
Underwriting Agreement • June 13th, 2017 • BlackRock Capital Investment Corp • New York

BlackRock Capital Investment Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $125,000,000 aggregate principal amount of 5.00% Convertible Notes due 2022 (the “Firm Notes”) of the Company. It is understood that, subject to the conditions hereinafter stated, the Firm Notes will be sold by the Company to the several Underwriters named in Schedule A hereto (the “Underwriters”) in connection with the offer and sale of such Firm Notes. Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated shall act as representatives of the Underwriters (the “Representatives”).

Contract
Senior Secured Revolving Credit Agreement • October 17th, 2007 • BlackRock Kelso Capital CORP • New York

AMENDMENT NO. 3 AND AGREEMENT dated as of October 15, 2007 (this “Amendment”), to the Senior Secured Revolving Credit Agreement dated as of December 6, 2006 (as amended by Amendment No. 1 dated as of February 8, 2007, and Amendment No. 2 (“Amendment No. 2”) dated as of April 16, 2007, the “Credit Agreement”), among BLACKROCK KELSO CAPITAL CORPORATION (the “Borrower”), CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent, and the other Lenders party thereto.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 8th, 2008 • BlackRock Kelso Capital CORP • New York

AGREEMENT, dated as of June 22, 2008, between BlackRock Kelso Capital Corporation, a Delaware corporation (the “BDC”), and BlackRock Kelso Capital Advisors LLC (the “Advisor”), a Delaware limited liability company.

SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS
Settlement Agreement • March 8th, 2017 • BlackRock Capital Investment Corp

This Settlement Agreement and Release of Claims (“AGREEMENT”), made and entered into as of the day and date set forth below, by WILLIAM FISH, individually, to and in favor of BLACKROCK CAPITAL INVESTMENT CORPORATION, f/k/a BLACKROCK KELSO CAPITAL CORPORATION, AND 52ND STREET ADVISORS, LLC, f/k/a BLACKROCK KELSO CAPITAL ADVISORS, LLC (collectively, “BLACKROCK”), witnesseth that:

EXECUTION VERSION SENIOR SECURED REVOLVING CREDIT AGREEMENT
Senior Secured Revolving Credit Agreement • December 7th, 2006 • BlackRock Kelso Capital CORP • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among BLACKROCK CAPITAL INVESTMENT CORPORATION, BLACKROCK TCP CAPITAL CORP., PROJECT SPURS MERGER SUB, LLC, TENNENBAUM CAPITAL PARTNERS, LLC (for the limited purposes set forth herein) and BLACKROCK...
Agreement and Plan of Merger • January 11th, 2024 • BlackRock Capital Investment Corp • Delaware

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of January 10, 2024 (this “Agreement”), among BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”), BlackRock TCPC Capital Corp., a Delaware corporation (“TCPC”), Project Spurs Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of SVCP (as defined below) (“Merger Sub”), and, solely for the purposes of Section 2.6, Article V, Section 8.1(g) and Article XI, (x) BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company (“BCIA”), and (y) Tennenbaum Capital Partners, LLC, a Delaware limited liability company and wholly owned subsidiary of BCIA (“TCP” and, collectively with BCIA, the “Advisors”).

REGISTRATION RIGHTS AGREEMENT OF DYNAVOX INC. Dated as of April 21, 2010
Registration Rights Agreement • March 8th, 2011 • BlackRock Kelso Capital CORP • Services-computer integrated systems design • New York
BlackRock Kelso Capital Corporation c/o BlackRock Kelso Capital Advisors LLC New York, NY 10022 PFPC Trust Company Bellevue Park Corporate Center Wilmington, Delaware 19809
Subcustodial Services Agreement • June 14th, 2007 • BlackRock Kelso Capital CORP

Reference is made to the Subcustodial Services Agreement dated as of January 10, 1996 (the “Foreign Custody Agreement”), as amended, by and between Citibank, N.A. (“Custodian”), Citicorp and PFPC Trust Company (“PFPC”) with respect to the custody of assets by Custodian for the account of PFPC on behalf of certain customers of PFPC, including BlackRock Kelso Capital Corporation (the “Fund”). Reference is also made to the custodian services agreement dated as of July 18, 2005 (the “Fund Custody Agreement”) by and between PFPC and the Fund.

Aggregate Principal Amount of % Notes Due 20 UNDERWRITING AGREEMENT
Underwriting Agreement • October 14th, 2008 • BlackRock Kelso Capital CORP • New York
AMENDMENT NO. 1
Amendment No. 1 • April 26th, 2010 • BlackRock Kelso Capital CORP • New York

AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT dated as of December 28, 2007,2007 (this “Agreement”), among BLACKROCK KELSO CAPITAL CORPORATION, the LENDERS party hereto, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent.

SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS
Settlement Agreement • March 8th, 2017 • BlackRock Capital Investment Corp

This Settlement Agreement and Release of Claims (“AGREEMENT”), made and entered into as of the day and date set forth below, by TINA BARTLEY, CATHY MAJORIS and MEGAN SWAIN, individually and as Co-Administratrices of the Estate of Steven M. Swain, (“RELEASORS”) to and in favor of BLACKROCK CAPITAL INVESTMENT CORPORATION, f/k/a BLACKROCK KELSO CAPITAL CORPORATION, AND 52ND STREET ADVISORS, LLC, f/k/a BLACKROCK KELSO CAPITAL ADVISORS, LLC (collectively, “BLACKROCK”), witnesseth that:

Contract
Waiver Agreement • April 6th, 2020 • BlackRock Capital Investment Corp • New York

WAIVER and AGREEMENT dated as of March 31, 2020 (this "Waiver") to the SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of March 13, 2013 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Credit Agreement"), among BLACKROCK CAPITAL INVESTMENT CORPORATION, a Delaware corporation (the "Borrower"); the LENDERS from time to time party thereto; CITIBANK, N.A., as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent"); and BANK OF MONTREAL, CHICAGO BRANCH, as Syndication Agent.

Contract
Senior Secured Revolving Credit Agreement • April 17th, 2007 • BlackRock Kelso Capital CORP • New York

AMENDMENT No. 2 AND AGREEMENT dated as of April 16, 2007 (this “Amendment”) to the Senior Secured Revolving Credit Agreement dated as of December 6, 2006 (as amended by Amendment No. 1 dated as of February 8, 2007, the “Credit Agreement”) among BLACKROCK KELSO CAPITAL CORPORATION (the “Borrower”), CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent and the other Lenders party thereto.

UNDERWRITING AGREEMENT
Underwriting Agreement • June 14th, 2007 • BlackRock Kelso Capital CORP • New York

BlackRock Kelso Capital Corporation, a Delaware corporation (the “Company”), proposes to issue and sell an aggregate of shares (the “Firm Shares”) of common stock, $.001 par value per share (the “Common Stock”), of the Company. It is understood that, subject to the conditions hereinafter stated, the Firm Shares will be sold by the Company to the several Underwriters named in Schedule A hereto (the “Underwriters”) in connection with the offer and sale of such Firm Shares. J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC shall act as senior book-running managers (the “Senior Book-Running Managers”).

Contract
Senior Secured Revolving Credit Agreement • September 6th, 2023 • BlackRock Capital Investment Corp

EIGHTH AMENDMENT, dated as of September 6, 2023 (this “Amendment”), to the SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of February 19, 2016, as amended as of August 8, 2016, June 5, 2017, March 15, 2018, August 30, 2019, May 22, 2020, April 23, 2021, and April 26, 2023 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”; each capitalized term used and not otherwise defined herein having the meaning assigned to it in the Credit Agreement), among BLACKROCK CAPITAL INVESTMENT CORPORATION, a Delaware corporation (the “Borrower”); the LENDERS from time to time party thereto; CITIBANK, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”); and BANK OF MONTREAL, CHICAGO BRANCH, as Syndication Agent.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 9th, 2015 • BlackRock Capital Investment Corp • New York

INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”), dated as of March 6, 2015, between BlackRock Capital Investment Corporation, a Delaware corporation (the “BDC”), and BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”).

SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS
Settlement Agreement • March 8th, 2017 • BlackRock Capital Investment Corp

This Settlement Agreement and Release of Claims (“AGREEMENT”), made and entered into as of the day and date set forth below, by FLORA FISH, individually and as Administratrix of the Estate of James Eugene Fish and the Estate of Jeffrey Scott Fish (“RELEASOR”) to and in favor of BLACKROCK CAPITAL INVESTMENT CORPORATION, f/k/a BLACKROCK KELSO CAPITAL CORPORATION, AND 52ND STREET ADVISORS, LLC, f/k/a BLACKROCK KELSO CAPITAL ADVISORS, LLC (collectively, “BLACKROCK”), witnesseth that: