0001193125-10-247202 Sample Contracts

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”).

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