BlackRock Kelso Capital Corporation c/o BlackRock Kelso Capital Advisors LLC New York, NY 10022 PFPC Trust Company Bellevue Park Corporate Center Wilmington, Delaware 19809BlackRock Kelso Capital CORP • June 14th, 2007
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.
UNDERWRITING AGREEMENTUnderwriting 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”).
