Confidential and Proprietary
                                       Not for Reproduction or Re-Distribution

                      TRANSFER AGENCY SERVICES AGREEMENT
                      ----------------------------------

         THIS AGREEMENT is made as of , 2005 by and between PFPC INC., a
Massachusetts corporation ("PFPC"), and BLACKROCK KELSO CAPITAL CORPORATION, a
Delaware corporation (the "Fund").

                             W I T N E S S E T H:

         WHEREAS, the Fund wishes to retain PFPC to provide transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent services
provided for herein, and PFPC wishes to furnish such services.

         NOW,  THEREFORE,  in consideration of the premises and mutual
covenants herein  contained,  and intending to be legally bound hereby, the
parties hereto agree as follows:

1.       Definitions.  As Used in this Agreement:
         ---------------------------------------

         (a)      "Authorized Person" means any officer of the Fund and any
                  other person duly authorized by the Fund to give Oral
                  Instructions or Written Instructions on behalf of the Fund.
                  An Authorized Person's scope of authority may be limited by
                  setting forth such limitation in a written document signed
                  by both parties hereto.

         (b)      "Dividend Reinvestment Plan" means the Fund's Dividend
                  Reinvestment Plan, as the details of such Plan (and any
                  changes thereto) are provided by the Fund to PFPC from time
                  to time in writing.

         (c)      "Oral Instructions" mean oral instructions received by PFPC
                  from an Authorized Person or from a person reasonably
                  believed by PFPC to be an Authorized Person. PFPC may, in
                  its sole discretion in each separate instance, consider and
                  rely upon instructions it receives from an Authorized Person
                  via electronic mail as Oral Instructions.

         (d)      "Shares" mean the shares of beneficial interest of any
                  series or class of the Fund.

         (e)      "Written Instructions" mean (i) written instructions signed
                  by an Authorized Person (or a person reasonably believed by
                  PFPC to be an Authorized Person) and received by PFPC or
                  (ii) trade instructions transmitted (and received by PFPC)
                  by means of an electronic transaction reporting system
                  access to which requires use of a password or other
                  authorized identifier.

         (f)      "1940 Act" means the Investment Company Act of 1940, as
                  amended.

2.       Appointment. The Fund hereby appoints PFPC to provide transfer agent,
         registrar, dividend disbursing agent and shareholder servicing agent
         services in accordance with the terms set forth in this Agreement.
         PFPC accepts such appointment and agrees to furnish such services.

3.       Compliance with Rules and Regulations. PFPC will comply with the
         requirements of any laws, rules and regulations of governmental
         authorities that are applicable to the duties to be performed by PFPC
         under this Agreement. Except as specifically set forth in this
         Agreement, PFPC assumes no responsibility for compliance by the Fund
         with any laws, rules and regulations.

4.       Instructions.
         -------------

         (a)      Unless otherwise provided in this Agreement, PFPC shall act
                  only upon Oral Instructions or Written Instructions.

         (b)      PFPC shall be entitled to rely upon any Oral Instruction or
                  Written Instruction it receives from an Authorized Person
                  (or from a person reasonably believed by PFPC to be an
                  Authorized Person) pursuant to this Agreement. PFPC may
                  assume that any Oral Instructions or Written Instructions
                  received hereunder are not in any way inconsistent with the
                  provisions of organizational documents of the Fund or of any
                  vote, resolution or proceeding of the Fund's board of
                  directors or shareholders, unless and until PFPC receives
                  Written Instructions to the contrary.

         (c)      The Fund agrees to forward to PFPC Written Instructions
                  confirming Oral Instructions so that PFPC receives the
                  Written Instructions by the close of business on the same
                  day that such Oral Instructions are received. The fact that
                  such confirming Written Instructions are not received by
                  PFPC or differ from the Oral Instructions shall in no way
                  invalidate the transactions or enforceability of the
                  transactions authorized by the Oral Instructions or PFPC's
                  ability to rely upon such Oral Instructions.

5.       Right to Receive Advice.
         ------------------------

         (a)      Advice of the Fund. If PFPC is in doubt as to any action it
                  should or should not take, PFPC may request directions or
                  advice, by way of Oral Instructions or Written Instructions.

         (b)      Advice of Counsel. If PFPC shall be in doubt as to any
                  question of law pertaining to any action it should or should
                  not take, PFPC may request advice from counsel of its own
                  choosing (who may be counsel for the Fund, the Fund's
                  sponsor or adviser or PFPC, at the option of PFPC).

         (c)      Conflicting Advice. In the event of a conflict between Oral
                  Instructions or Written Instructions and the advice PFPC
                  receives from counsel, PFPC may rely upon and follow the
                  advice of counsel.

         (d)      Protection of PFPC. PFPC shall be indemnified by the Fund
                  and without liability for any action PFPC takes or does not
                  take in reliance upon Oral Instructions or Written
                  Instructions PFPC receives from or on behalf of the Fund or
                  advice from counsel and which PFPC believes, in good faith,
                  to be consistent with those Oral Instructions or Written
                  Instructions or that advice. Nothing in this section shall
                  be construed so as to impose an obligation upon PFPC (i) to
                  seek such advice or Oral Instructions or Written
                  Instructions, or (ii) to act in accordance with such advice
                  or Oral Instructions or Written Instructions. Nothing in
                  this subsection shall excuse PFPC from liability for its
                  acts or omissions in carrying out such Oral Instructions or
                  Written Instructions to the extent such acts or omissions
                  constitute willful misfeasance, bad faith, negligence or
                  reckless disregard by PFPC of any duties, obligations or
                  responsibilities set forth in this Agreement.

6.       Records; Visits. The books and records pertaining to the Fund, which
         are in the possession or under the control of PFPC, shall be the
         property of the Fund. PFPC may house such books and records in a
         third party storage facility. Such books and records shall be
         prepared and maintained as required by the 1940 Act. The Fund and
         Authorized Persons, and such other persons the Fund by means of
         Written Instructions reasonably authorizes (including but not limited
         to the Fund's independent accountants), shall have access to such
         books and records at all times during PFPC's normal business hours;
         provided that the Fund shall not authorize access by individuals
         employed by PFPC's direct competitors. Upon the reasonable request of
         the Fund, copies of any such books and records shall be provided by
         PFPC to the Fund, an Authorized Person, or such other person, at the
         Fund's expense.

7.       Confidentiality. Each party shall keep confidential any information
         it receives hereunder relating to the other party's business
         ("Confidential Information"). Confidential Information shall include
         (a) any data or information that is competitively sensitive material,
         and not generally known to the public, including, but not limited to,
         information about product plans, marketing strategies, finances,
         operations, customer relationships, customer profiles and
         information, customer lists, sales estimates, business plans, and
         internal performance results relating to the past, present or future
         business activities of the Fund or PFPC; (b) any scientific or
         technical information, design, process, procedure, formula, or
         improvement that is commercially valuable and secret in the sense
         that its confidentiality affords the Fund or PFPC a competitive
         advantage over its competitors; (c) all confidential or proprietary
         concepts, documentation, reports, data, specifications, computer
         software, source code, object code, flow charts, databases,
         inventions, know-how, and trade secrets, whether or not patentable or
         copyrightable; and (d) anything designated as confidential.
         Notwithstanding the foregoing, information shall not be Confidential
         Information and shall not be subject to such confidentiality
         obligations if it: (a) is already known to the receiving party at the
         time it is obtained; (b) is or becomes publicly known or available
         through no wrongful act of the receiving party; (c) is rightfully
         received from a third party who, to the best of the receiving party's
         knowledge, is not under a duty of confidentiality; (d) is released by
         the protected party to a third party without restriction; (e) is
         requested or required to be disclosed by the receiving party pursuant
         to a court order, subpoena, governmental or regulatory agency request
         or law (provided the receiving party will provide the other party
         written notice of the same, to the extent such notice is permitted);
         (f) is relevant to the defense of any claim or cause of action
         asserted against the receiving party; (g) is necessary or desirable
         for PFPC to release such information in connection with the provision
         of services under this Agreement; or (g) has been or is independently
         developed or obtained by the receiving party.

8.       Cooperation with Accountants. PFPC shall cooperate with the Fund's
         independent public accountants and shall take all reasonable action
         in the performance of its obligations under this Agreement to ensure
         that the necessary information is made available to such accountants
         for the expression of their opinion, as reasonably requested by the
         Fund.

9.       PFPC System. PFPC shall retain title to and ownership of any and all
         data bases, computer programs, screen formats, report formats,
         interactive design techniques, derivative works, inventions,
         discoveries, patentable or copyrightable matters, concepts,
         expertise, patents, copyrights, trade secrets, and other related
         legal rights utilized by PFPC in connection with the services
         provided by PFPC to the Fund.

10.      Disaster Recovery. PFPC shall enter into and shall maintain in effect
         with appropriate parties one or more agreements making reasonable
         provisions for emergency use of electronic data processing equipment
         to the extent appropriate equipment is available. In the event of
         equipment failures, PFPC shall, at no additional expense to the Fund,
         take reasonable steps to minimize service interruptions. PFPC shall
         have no liability with respect to the loss of data or service
         interruptions caused by equipment failure, provided such loss or
         interruption is not caused by PFPC's own willful misfeasance, bad
         faith, negligence or reckless disregard of its duties or obligations
         under this Agreement.

11.      Compensation.
         ------------

         (a)      As compensation for services set forth herein that are
                  rendered by PFPC during the term of this Agreement, the Fund
                  will pay to PFPC a fee or fees as may be agreed to in
                  writing by the Fund and PFPC. In addition, the Fund agrees
                  to pay, and will be billed separately in arrears for,
                  reasonable expenses incurred by PFPC in the performance of
                  its duties hereunder.

         (b)      PFPC shall establish certain cash management accounts
                  ("Service Accounts") required to provide services under this
                  Agreement. The Fund acknowledges (i) PFPC may receive
                  investment earnings from sweeping the funds in such Service
                  Accounts into investment accounts including, but not
                  limited, investment accounts maintained at an affiliate or
                  client of PFPC; (ii) balance credits earned with respect to
                  the amounts in such Service Accounts ("Balance Credits")
                  will be used to offset the banking service fees imposed by
                  the cash management service provider (the "Banking Service
                  Fees"); (iii) PFPC shall retain any excess Balance Credits
                  for its own use; and (iv) Balance Credits will be calculated
                  and applied toward the Fund's Banking Service Fees
                  regardless of the Service Account balance sweep described in
                  sub-section (i) of this Section 11 (b).

         (c)      The undersigned hereby represents and warrants to PFPC that
                  (i) the terms of this Agreement, (ii) the fees and expenses
                  associated with this Agreement, and (iii) any benefits
                  accruing to PFPC or to the adviser or sponsor to the Fund in
                  connection with this Agreement, including but not limited to
                  any fee waivers, conversion cost reimbursements, up front
                  payments, signing payments or periodic payments made or to
                  be made by PFPC to such adviser or sponsor or any affiliate
                  of the Fund relating to the Agreement have been fully
                  disclosed to the board of directors of the Fund and that, if
                  required by applicable law, such board of directors has
                  approved or will approve the terms of this Agreement, any
                  such fees and expenses, and any such benefits.

12.      Indemnification. The Fund agrees to indemnify, defend and hold
         harmless PFPC and its affiliates (other than the Fund, BlackRock
         Kelso Capital Advisors LLC and BlackRock, Inc. and its subsidiaries,
         to the extent any of the foregoing may be deemed to be affiliates of
         PFPC) including their respective officers, directors, agents and
         employees (each a "PFPC Indemnified Person"), from all taxes,
         charges, expenses, assessments, claims and liabilities (including,
         without limitation, reasonable attorneys' fees and disbursements and
         liabilities arising under applicable securities laws and any state
         and foreign securities and blue sky laws) (collectively, "Losses")
         arising directly or indirectly from any action or omission to act
         which PFPC takes or omits to take in connection with the provision of
         services to the Fund hereunder. No PFPC Indemnified Party shall be
         indemnified against any Losses caused by PFPC's or such PFPC
         Indemnified Party's own willful misfeasance, bad faith, negligence or
         reckless disregard in the performance of PFPC's duties under this
         Agreement, provided that in the absence of a finding to the contrary
         the acceptance, processing and/or negotiation of a fraudulent payment
         for the purchase of Shares shall be presumed not to have been the
         result of PFPC's or its affiliates own willful misfeasance, bad
         faith, negligence or reckless disregard of such duties. The
         provisions of this Section 12 shall survive termination of this
         Agreement.

13.      Responsibility of PFPC.
         ----------------------

         (a)      PFPC shall be under no duty hereunder to take any action on
                  behalf of the Fund except as specifically set forth herein
                  or as may be specifically agreed to by PFPC and the Fund in
                  a written amendment hereto. PFPC shall be obligated to
                  exercise care and diligence in the performance of its duties
                  hereunder and to act in good faith in performing services
                  provided for under this Agreement. PFPC shall be liable only
                  for any Losses suffered by the Fund arising out of PFPC's
                  performance of or failure to perform its duties under this
                  Agreement and only to the extent such Losses arise out of
                  PFPC's willful misfeasance, bad faith, negligence or
                  reckless disregard of such duties.

         (b)      Notwithstanding anything in this Agreement to the contrary,
                  (i) PFPC shall not be liable for losses, delays, failure,
                  errors, interruption or loss of data occurring directly or
                  indirectly by reason of circumstances beyond its reasonable
                  control, including without limitation acts of God; action or
                  inaction of civil or military authority; public enemy; war;
                  terrorism; riot; fire; flood; sabotage; epidemics; labor
                  disputes; civil commotion; interruption, loss or malfunction
                  of utilities, transportation, computer or communications
                  capabilities; insurrection; elements of nature; or
                  non-performance by a third party (other than employees,
                  officers or affiliates of PFPC (other than the Fund,
                  BlackRock Kelso Capital Advisors LLC and BlackRock, Inc. and
                  its subsidiaries, to the extent any of the foregoing may be
                  deemed to be affiliates of PFPC)); and (ii) PFPC shall not
                  be under any duty or obligation to inquire into and shall
                  not be liable for the validity or invalidity, authority or
                  lack thereof, or truthfulness or accuracy or lack thereof,
                  of any instruction, direction, notice, instrument or other
                  information which PFPC reasonably believes to be genuine.
                  Notwithstanding the foregoing, PFPC shall use commercially
                  reasonable efforts to mitigate the effect of events
                  enumerated in clause (i) of the preceding sentence, although
                  such efforts shall not impute any liability to PFPC.

          (c)     Notwithstanding anything in this Agreement to the contrary,
                  neither PFPC nor its affiliates (not including the Fund,
                  BlackRock Kelso Capital Advisors LLC and BlackRock, Inc. and
                  its subsidiaries, to the extent any of the foregoing may be
                  deemed to be affiliates of PFPC) shall be liable for any
                  consequential, special or indirect losses or damages,
                  whether or not the likelihood of such losses or damages was
                  known by PFPC or its affiliates.

         (d)      Each party shall have a duty to mitigate damages for which
                  the other party may become responsible.

         (e)      The provisions of this Section 13 shall survive termination
                  of this Agreement.

14.      Description of Services.
         -----------------------

         (a)      Services Provided on an Ongoing Basis, If Applicable.
                  ----------------------------------------------------

                  (i)    Maintain shareholder registrations;

                  (ii)   Provide toll-free lines for shareholder and
                         broker-dealer use;

                  (iii)  Provide periodic shareholder lists and statistics;

                  (iv)   Mailing of year-end tax information; and

                  (v)    Periodic mailing of shareholder Dividend Reinvestment
                         Plan account information and Fund financial reports.

         (b)      Dividends and Distributions. PFPC must receive a resolution
                  of the Fund's board of directors authorizing the declaration
                  and payment of dividends and distributions. Upon receipt of
                  the resolution, PFPC shall issue the dividends and
                  distributions in cash, or, if the resolution so provides,
                  pay such dividends and distributions in Shares. Such
                  issuance or payment shall be made after deduction and
                  payment of the required amount of funds to be withheld in
                  accordance with any applicable tax laws or other laws, rules
                  or regulations. PFPC shall timely send to the Fund's
                  shareholders tax forms and other information, or permissible
                  substitute notice, relating to dividends and distributions,
                  paid by the Fund as are required to be filed and mailed by
                  applicable law, rule or regulation. PFPC shall maintain and
                  file with the U.S. Internal Revenue Service and other
                  appropriate taxing authorities reports relating to all
                  dividends above a stipulated amount (currently $10.00
                  accumulated yearly dividends) paid by the Fund to its
                  shareholders as required by tax or other law, rule or
                  regulation.

                  In accordance with such procedures and controls as are
                  mutually agreed upon from time to time by and among the
                  Fund, PFPC and the Fund's custodian, PFPC shall process
                  applications from Fund shareholders relating to the Fund's
                  Dividend Reinvestment Plan and will effect purchases of
                  Shares in connection with the Dividend Reinvestment Plan. As
                  the dividend disbursing agent, PFPC shall, on or before the
                  payment date of any dividend or distribution by the Fund,
                  notify the Fund's accounting agent or sub-accounting agent
                  of the estimated amount required to pay any portion of said
                  dividend or distribution which is payable in cash, and on or
                  before the payment date of such dividend or distribution,
                  the Fund shall instruct the Fund's custodian to make
                  available to PFPC sufficient funds for the cash amount to be
                  paid out. If a shareholder is entitled to receive additional
                  Shares, by virtue of any dividend or distribution,
                  appropriate credits will be made to the shareholder's
                  account and/or certificates delivered where requested, all
                  in accordance with the Dividend Reinvestment Plan.

         (c)      Communications to Shareholders. Upon timely Written
                  Instructions, PFPC shall mail all communications by the Fund
                  to its shareholders, including:

                  (i)    Reports to shareholders;

                  (ii)   Monthly or quarterly (whichever is requested pursuant
                         to Written Instructions) Dividend Reinvestment Plan
                         statements;

                  (iii)  Dividend and distribution notices;

                  (iv)   Proxy material; and

                  (v)    Tax form information.

                  PFPC will receive and tabulate the proxy cards for the
                  meetings of the Fund's shareholders.

         (d)      Records. PFPC shall maintain records of the accounts for
                  each shareholder showing the following information:

                  (i)    Name, address and U.S. Tax Identification or Social
                         Security number;

                  (ii)   Number and class of shares held and number and class
                         of Shares for which certificates, if any, have been
                         issued, including certificate numbers and
                         denominations;

                  (iii)  Historical information regarding the account of each
                         shareholder, including dividends and distributions
                         paid and the date and price for all transactions on a
                         shareholder's account;

                  (iv)   Any stop or restraining order placed against a
                         shareholder's account;

                  (v)    Any correspondence relating to the current
                         maintenance of a shareholder's account;

                  (vi)   Information with respect to withholdings; and

                  (vii)  Any information required in order for PFPC to perform
                         any calculations contemplated or required by this
                         Agreement.

         (e)      Shareholder Inspection of Stock Records. Upon request from a
                  Fund shareholder to inspect stock records, PFPC will notify
                  the Fund and require instructions granting or denying each
                  such request. Unless PFPC has acted contrary to the Fund's
                  instructions, the Fund agrees to release PFPC from any
                  liability for refusal of permission for a particular
                  shareholder to inspect the Fund's shareholder records.

15.      Duration and Termination. This Agreement shall continue until
         terminated by the Fund or by PFPC on sixty (60) days' prior written
         notice to the other party. In the event the Fund gives notice of
         termination, all expenses associated with movement (or duplication)
         of records and materials and conversion thereof to a successor
         service provider (or each successive service provider), including
         expenses incurred after termination, will be borne by the Fund and
         paid by the Fund to PFPC.

16.      Notices. Notices shall be addressed (a) if to PFPC, at 301 Bellevue
         Parkway, Wilmington, Delaware 19809, Attention: President (or such
         other address as PFPC may inform the Fund in writing); (b) if to the
         Fund, at c/o BlackRock Kelso Capital Advisors LLC, 40 East 52nd
         Street, New York, New York 10022, Attention: Frank Gordon (or such
         other address as the Fund may inform PFPC in writing) or (c) if to
         neither of the foregoing, at such other address as shall have been
         given by like notice to the sender of any such notice or other
         communication by the other party. If notice is sent by confirming
         facsimile sending device, it shall be deemed to have been given
         immediately. If notice is sent by first-class mail, it shall be
         deemed to have been given three days after it has been mailed. If
         notice is sent by messenger, it shall be deemed to have been given on
         the day it is delivered.

17.      Amendments. This Agreement, or any term thereof, may be changed or
         waived only by a written amendment, signed by the party against whom
         enforcement of such change or waiver is sought.

18.      Assignment. PFPC may assign this Agreement to any majority owned
         direct or indirect subsidiary of PFPC or of The PNC Financial
         Services Group, Inc. (other than BlackRock, Inc. and its
         subsidiaries), provided that PFPC gives the Fund 30 days' prior
         written notice of such assignment.

19.      Subcontractors. PFPC may, in its sole discretion, engage
         subcontractors to perform any of the obligations contained in this
         Agreement to be performed by PFPC; provided, however, PFPC shall
         remain responsible for the acts and omissions of any such
         sub-contractors to the same extent that PFPC is responsible for its
         own acts and omissions under this Agreement.

20.      Counterparts. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.

21.      Further Actions. Each party agrees to perform such further acts and
         execute such further documents as are necessary to effectuate the
         purposes hereof.

22.      Miscellaneous.
         -------------
         (a)      Entire Agreement. This Agreement embodies the entire
                  agreement and understanding between the parties and
                  supersedes all prior agreements and understandings relating
                  to the subject matter hereof, provided that the parties may
                  embody in one or more separate documents their agreement, if
                  any, with respect to delegated duties and compensation of
                  PFPC.

         (b)      No Changes that Materially Affect Obligations.
                  Notwithstanding anything in this Agreement to the contrary,
                  the Fund agrees not to make any modifications to its
                  offering document or registration statement or adopt any
                  policies which would affect materially the obligations or
                  responsibilities of PFPC hereunder without the prior written
                  approval of PFPC, which approval shall not be unreasonably
                  withheld or delayed.

         (c)      Captions. 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.

         (d)      Information. The Fund will provide such information and
                  documentation as PFPC may reasonably request in connection
                  with services provided by PFPC to the Fund.

         (e)      Governing Law. This Agreement shall be deemed to be a
                  contract made in Delaware and governed by Delaware law,
                  without regard to principles of conflicts of law.

         (f)      Partial Invalidity. 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.

         (g)      Successors and Assigns. This Agreement shall be binding upon
                  and shall inure to the benefit of the parties hereto and
                  their respective successors and permitted assigns.

         (h)      No Representations or Warranties. Except as expressly
                  provided in this Agreement, PFPC hereby disclaims all
                  representations and warranties, express or implied, made to
                  the Fund or any other person, including, without limitation,
                  any warranties regarding quality, suitability,
                  merchantability, fitness for a particular purpose or
                  otherwise (irrespective of any course of dealing, custom or
                  usage of trade), of any services or any goods provided
                  incidental to services provided under this Agreement. PFPC
                  disclaims any warranty of title or non-infringement except
                  as otherwise set forth in this Agreement.

(i)               Facsimile Signatures. The facsimile signature of any party
                  to this Agreement shall constitute the valid and binding
                  execution hereof by such party.

(j)               Regulation S-P. PFPC agrees that, subject to the reuse and
                  re-disclosure provisions of Regulation S-P, 17 CFR Part
                  248.11, it shall not disclose the non-public personal
                  information of investors in the Fund obtained under this
                  Agreement, except as necessary to carry out the services set
                  forth in this Agreement or as otherwise permitted by law or
                  regulation.

         (k)      Customer Identification Program Notice. To help the U.S.
                  government fight the funding of terrorism and money
                  laundering activities, U.S. Federal law requires each
                  financial institution to obtain, verify, and record certain
                  information that identifies each person who initially opens
                  an account with that financial institution on or after
                  October 1, 2003. Certain of PFPC's affiliates are financial
                  institutions, and as a matter of policy PFPC will request
                  (or already has requested) the Fund's name, address and
                  taxpayer identification number or other government-issued
                  identification number, and, if such party is a natural
                  person, that party's date of birth. PFPC may also ask (and
                  may have already asked) for additional identifying
                  information, and PFPC may take steps (and may have already
                  taken steps) to verify the authenticity and accuracy of
                  these data elements.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

                                          PFPC INC.


                                          By:

                                          Title:



                                          BLACKROCK KELSO CAPITAL
                                          CORPORATION

                                          By:

                                          Title: