ex10-1.htm


 


Exhibit 10.1







EXECUTION VERSION












AMENDMENT NO. 1 TO FIVE-YEAR REVOLVING CREDIT AGREEMENT


 


THIS AMENDMENT NO. 1 TO FIVE-YEAR REVOLVING CREDIT AGREEMENT (this “Amendment”) is dated as of March 30, 2012, by and among BLACKROCK, INC., a Delaware corporation (the “Company”), the Designated Borrowers party hereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the banks and other financial institutions or entities party hereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).


 


Statement of Purpose


 


The Borrowers, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of March 10, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have extended certain credit facilities to the Borrowers.


 


The Borrowers have requested, and the Lenders and the Administrative Agent have agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement as specifically set forth herein.


 


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


1.          Capitalized Terms.  All capitalized undefined terms used in this Amendment (including, without limitation, in the introductory paragraph and the Statement of Purpose hereto) shall have the meanings assigned thereto in the Credit Agreement.







2.          Amendments.  Subject to and in accordance with the terms and conditions set forth herein, the parties hereto hereby agree that the Credit Agreement is amended as follows:


 


(a)        Section 1.1 of the Credit Agreement is hereby amended by:


 


(i)           deleting the table in the definition of “Applicable Percentage” in its entirety and replacing it with the following:


 



	  	  	
Applicable Percentage Per Annum


	
Level

	
Debt


Rating

	
LIBOR Rate/ LIBOR Market Index Rate

	
Base Rate/ Japanese Base Rate

	
Commitment Fee


	
I

	
> AA-

	
0.750%

	
0.000%

	
0.060%


	
II

	
A+

	
0.875%

	
0.000%

	
0.080%


	
III

	
A

	
1.000%

	
0.000%

	
0.100%


	
IV

	
A-

	
1.125%

	
0.125%

	
0.125%


	
V

	
≤ BBB+

	
1.375%

	
0.375%

	
0.175%


	  	  	  	  	  





 





  





  











  













(ii)           adding the following sentence to the end of the definition of “Commitments” contained therein:


 


“The Commitment of each Lender is set forth opposite such Lender’s name on Schedule 1.1(b) or in the Register (giving effect to any Assignment and Assumption), as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.”


 


(iii)           deleting the following definitions in their entirety and replacing them with the following:


 


“‘Maturity Date’ means the earliest to occur of (a) March 30, 2017 (as such date may be extended with respect to consenting Lenders pursuant to Section 2.10), (b) the date of termination by the Company pursuant to Section 2.6, or (c) the date of termination pursuant to Section 11.2(a).”


 


‘Non-Consenting Lender’ means any Lender that either (a) has not consented to any proposed amendment, modification, waiver or termination of any Loan Document which, pursuant to Section 13.2, requires the consent of such Lender and with respect to which the Required Lenders shall have granted their consent or (b) constitutes a Non-Consenting Lender with respect to any requested extension of the Maturity Date pursuant to Section 2.10.”


 


(b)        Article II of the Credit Agreement is hereby amended by adding the following new Section 2.10 immediately after the end of Section 2.9.


 


“SECTION 2.10.  Extension of Maturity Date in respect of Revolving Credit Facility.


 


(a)           Requests for Extension.  The Company may, by notice to the Administrative Agent (who shall promptly notify the Lenders) made not later than 35 days prior to the latest Maturity Date in effect hereunder in respect of the Revolving Credit Facility (the “Existing Maturity Date”), make up to two requests that each Revolving Credit Lender extend such Lender’s Maturity Date in respect of the Revolving Credit Facility for an additional period of time equal to exactly one year from the Existing Maturity Date (the date of such request, the “Extension Request Date”), which notice shall set forth the desired effective date (which shall be a Business Day) for such extension (the “Requested Extension Date”) and the desired extended Maturity Date (the “Extended Maturity Date”).


 


(b)           Lender Elections to Extend.  Each Revolving Credit Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date (the “Notice Date”) that is 15 days after the Extension Request Date, advise the Administrative Agent whether or not such Revolving Credit Lender agrees to such extension, and each Revolving Credit Lender that determines not to so extend its Maturity Date shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and shall constitute a “Non-Consenting Lender” hereunder, and any Revolving Credit Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Consenting Lender with respect to such extension.  The election of any Revolving


 





  





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Credit Lender to agree to such extension shall not obligate any other Revolving Credit Lender to so agree.


 


(c)           Notification by Administrative Agent.  The Administrative Agent shall notify the Company of each Revolving Credit Lender’s determination under this Section no later than the date 20 days after the Extension Request Date (or, if such date is not a Business Day, on the next preceding Business Day).


 


(d)           Additional Commitment Lenders.  The Company shall have the right to replace each Non-Consenting Lender with, and add as “Revolving Credit Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 4.14; provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption in connection with any such extension of the Maturity Date pursuant to which such Additional Commitment Lender shall undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Revolving Credit Lender, its Revolving Credit Commitment shall be in addition to any other Revolving Credit Commitment of such Lender hereunder on such date) from one or more Non-Consenting Lenders.  Additional Commitment Lenders shall only become Revolving Lenders pursuant to Section 4.14 if the extension request is approved pursuant to subsection (e) below.


 


(e)           Minimum Extension Requirement.  Solely to the extent the total of the Revolving Credit Commitments of the Revolving Credit Lenders (including the Additional Commitment Lenders) that have agreed to extend their Maturity Date (each, including the Additional Commitment Lenders, an “Extending Lender”) shall be more than 50% of the Aggregate Commitments in effect immediately prior to the Requested Extension Date, then, effective as of the Requested Extension Date, the Maturity Date of each Extending Lender shall be extended to the Extended Maturity Date.


 


(f)           Changes to Applicable Percentage.  In connection with any extension of the Maturity Date made pursuant to this Section 2.10, the Applicable Percentage applicable to Loans made and to be made by Extending Lenders may be modified without any consent of any Non-Consenting Lender, provided that no such modification shall apply to the Loans of the Non-Consenting Lenders unless the Company and the Administrative Agent (without any requirement of consultation with or approval by any Non-Consenting Lender) determine that such change should apply to the Loans of the Non-Consenting Lenders and either (i) such Non-Consenting Lender has consented to such change (notwithstanding its not consenting to the extension of the Maturity Date) or (ii) such change represents an increase in the Applicable Percentage applicable to the Loans of the Non-Consenting Lenders.


 


(g)           Conditions to Effectiveness of Extensions.  As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Date signed by a Responsible Officer of such Person (i) certifying and attaching the resolutions adopted by such Person approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on


 





  





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and as of such date, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, and (B) no Default exists.  In addition, on the Maturity Date of each Non-Consenting Lender, the Borrowers shall (x) prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 4.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Commitment Percentages of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in Commitments occurring on such Maturity Date.


 


(h)           Extension by Additional Lenders.  At any time after the effectiveness of an extension of the Maturity Date pursuant to this Section 2.10 but prior to the Maturity Date in effect with regard to such Lender prior to it becoming an Extending Lender, any Lender that is originally a Non-Consenting Lender in connection with any extension that becomes effective may, prior to the effectiveness of any assignment of such Non-Consenting Lender’s Commitment pursuant to Section 4.14, agree to become an Extending Lender by a writing delivered to the Administrative Agent and the Company, and promptly after receipt of such writing by the Administrative Agent, such Lender shall be an Extending Lender.


 


(i)           Conflicting Provisions.  This Section shall supersede any provisions in Section 4.4, 4.6 or 13.2 to the contrary.”


 


(c)        Section 13.1(a) of the Credit Agreement is hereby amended by deleting the reference to “Robert P. Connolly, Esquire” therein.


 


(d)        Section 13.2 of the Credit Agreement is hereby amended by deleting the first sentence thereof (but not deleting subsections (a) through (h) thereof or any provisos or paragraphs thereafter) in its entirety and replacing it with the following:


 


“Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Company and each Designated Borrower; provided that, except as expressly provided in Section 2.10 hereof, no amendment, waiver or consent shall:”


 


(e)        The Credit Agreement is hereby amended by adding Schedule 1.1(b) thereto, as attached hereto as Exhibit A to this Amendment, which such Schedule 1.1(b) reflects the Commitments as of the date of this Amendment, after giving effect to the Master Assignment and Assumption to be entered into immediately prior to the effectiveness of this Amendment.


 


(f)         If at any time on or prior to the date that is 60 calendar days after the date of this Amendment (i) the Company provides to the Administrative Agent notice of intent to effectuate this Section 2(f) of the Amendment and the date of such effectiveness, which shall not be less


 





  





4











  













than three Business Days after the date of such notice (the “Proposed Increased Commitment Effective Date”), and which such notice shall be promptly provided to the Lenders by the Administrative Agent, (ii) no Default or Event of Default has occurred and is continuing at the time of such notice or on the Proposed Increased Commitment Effective Date, (iii) each Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer of such Borrower certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors or shareholders, as applicable, of such Borrower authorizing the increase of the Aggregate Commitment from $3,500,000,000 to an amount not less than the Aggregate Commitment reflected on the Schedule 1.1(b) attached as Exhibit B hereto, which such resolutions are reasonably satisfactory to the Administrative Agent and its counsel and (iv) the Company has paid the fees set forth in Section 7(c) hereof with respect thereto, then on the Proposed Increased Commitment Effective Date (or such later date as is necessary to satisfy the conditions set forth in this Section 2(f) and agreed by the Company and the Administrative Agent) the principal amount of the Aggregate Commitment shall be increased to the amount of the Aggregate Commitment reflected on the Schedule 1.1(b) attached as Exhibit B and the principal amount of the Commitment of each Lender shall be the amount set forth under the heading “Commitment” under such Lender’s name on the Schedule 1.1(b) attached as Exhibit B, and Schedule 1.1(b), as originally attached hereto as Exhibit A, shall be replaced by the Schedule 1.1(b) as attached hereto as Exhibit B, and such replacement Schedule 1.1(b) and a notice of the effectiveness of this Section 2(f) shall be provided to the Lenders by the Administrative Agent.  The parties agree that (A) no increase of the Aggregate Commitment pursuant to this Section 2(f) shall constitute any usage of the capacity of the Company to increase the Aggregate Commitment set forth in Section 2.7 of the Credit Agreement, (B) no increase of the Aggregate Commitment pursuant to this Section 2(f) shall increase or otherwise affect the Japanese Yen Commitment, L/C Commitment or the Swingline Commitment, and (C) if no notice is provided pursuant to this Section 2(f) by the date that is 60 calendar days after the date of this Amendment, or the conditions thereto are not satisfied by the date that is 70 calendar days after the date of this Amendment, then in either such case the amendment provided in this Section 2(f) shall not be effective and shall not be capable of being effectuated.


 


3.          Effectiveness.  This Amendment shall become effective on the date when the Administrative Agent or Wells Fargo Securities, LLC (“Wells Fargo Securities”), as applicable, shall have received (a) a fully-executed Master Assignment and Assumption Agreement giving effect to all assignments of the Commitments of Non-Consenting Lenders to be made pursuant to Section 4.14 of the Credit Agreement or otherwise in connection herewith, so that after giving effect thereto the Commitments are as set forth on Schedule 1.1(b) to the Credit Agreement (as attached as Exhibit A to this Amendment), (b) counterparts of this Amendment executed by the Borrowers, the Guarantor, all of the Lenders (after giving effect to the Master Assignment & Assumption Agreement) and (c) payment of all fees, costs and expenses set forth in Sections 7(a) and (b) of this Amendment.


 


4.          Limited Effect.  Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect.  This Amendment shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document other than as expressly set forth herein, (b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower, any of its Subsidiaries or any other Person with respect to any other waiver, amendment, modification or any other change to the Credit










  





5











  













Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents.  References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.







5.          Representations and Warranties.  Each Borrower and Guarantor represents and warrants that (a) it has the corporate power and authority to make, deliver and perform this Amendment, (b) it has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment, (c) this Amendment has been duly executed and delivered on behalf of such Person, (d) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law), (e) each of the representations and warranties contained in Article VI of the Credit Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on and as of the date hereof, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date and (f) no Default or Event of Default has occurred and is continuing as of the date hereof or after giving effect hereto.







6.          Acknowledgement and Reaffirmation.  By their execution hereof, each Borrower and the Guarantor hereby expressly (a) consents to this Amendment (including the increase in the Aggregate Commitments provided in Section 2(f) in the event the Increase Effective Date occurs), (b) acknowledges that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which such Borrower or the Guarantor is a party remain in full force and effect (it being understood and agreed that to the extent any such covenants, representations, warranties or other obligations are expressly modified herein, such covenants, representations, warranties or obligations shall continue in full force and effect as expressly modified herein) and (c) acknowledges and agrees that this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.







7.          Costs, Expenses and Taxes.  The Company agrees to pay:







(a)           in accordance with Section 13.3 of the Credit Agreement, but subject to the provisions set forth in Section 5 of that certain commitment letter dated as of March 12, 2012 from Wells Fargo and the other commitment parties thereto to the Company, all reasonable and invoiced out-of-pocket costs and expenses of the Administrative Agent and Wells Fargo Securities in connection with the preparation, execution, delivery, administration of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable and invoiced fees and out-of-pocket expenses of counsel for the Administrative Agent and Wells Fargo Securities;







(b)           all fees payable pursuant to that certain letter agreement by and among the Company, Wells Fargo, Wells Fargo Securities, LLC and Citigroup Global Markets Inc., dated as of March 12, 2012; and







(c)           without duplication of any amount payable pursuant to subparagraph (b) above, in the event that the amendment provided in Section 2(f) hereof is effectuated, whether on the Proposed Increased Commitment Effective Date or a later time as provided therein (the “Increase Effective Date”), a fee to each Lender whose Commitment is increased as a result thereof in an


 





  





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amount equal to the sum of (i) 0.02% times the amount of such increase up to the amount of the Commitment of such Lender in effect prior to the effectiveness of this Amendment plus (ii) 0.10% times the amount, if any, by which the Commitment of such Lender on the Increase Effective Date exceeds the Commitment of  such Lender in effect prior to the effectiveness of this Amendment.


 







8.          Execution in Counterparts.  This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Amendment by facsimile or electronic (pdf) transmission shall be effective as delivery of a manually executed counterpart hereof.







9.          Governing Law.  This Amendment and the rights and obligations of the parties under this Amendment shall be governed by, and construed and interpreted in accordance with, the law of the state of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), without reference to any other conflicts or choice of law principles thereof.


 


10.        Entire Agreement.  This Amendment is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter.


 


11.        Successors and Assigns.  This Amendment shall be binding on and inure to the benefit of the parties and their heirs, beneficiaries, successors and permitted assigns.


 


[Signature Pages Follow]


 







 










  





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


 








	  	
BORROWERS:


	  	  
	  	
BLACKROCK, INC.,


	  	
as Borrower and Guarantor


	  	  
	  	  
	  	
By:

	 	
/s/ Amy Engel


	  	
Name:

	 	
Amy Engel


	  	
Title:

	 	
Managing Director and Treasurer


	  	  
	  	  
	  	
BLACKROCK GROUP LIMITED,


	  	
as Designated Borrower


	  	  
	  	  
	  	
By:

	 	
/s/ James DesMarais


	  	
Name:

	 	
James DesMarais


	  	
Title:

	 	
Managing Director


	  	  
	  	  
	  	
BLACKROCK HOLDINGS DEUTSCHLAND GMBH,


	  	
as Designated Borrower


	  	  
	  	  
	  	
By:

	 	
/s/ Andrej Brodnik


	  	
Name:

	 	
Andrej Brodnik


	  	
Title:

	 	
Managing Director


	  	  
	  	
By:

	 	
/s/ Steven P. Bayly


	  	
Name:

	 	
Steven P. Bayly


	  	
Title:

	 	
Managing Director


	  	  
	  	
AGENT AND LENDERS:


	  	  
	  	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender, L/C Agent and Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Karen Hanke


	  	
Name:

	 	
Karen Hanke


	  	
Title:

	 	
Director





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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CITIBANK, N.A., as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Maureen P. Maroney


	  	
Name:

	 	
Maureen P. Maroney


	  	
Title:

	 	
Authorized Signatory





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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BANK OF AMERICA, N.A., as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Philip P. Whewell


	  	
Name:

	 	
Philip P. Whewell


	  	
Title:

	 	
Assistant Vice President





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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BARCLAYS BANK PLC, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ David Barton


	  	
Name:

	 	
David Barton


	  	
Title:

	 	
Director





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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JPMORGAN CHASE BANK, N.A., as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Ayesha Umer


	  	
Name:

	 	
Ayesha Umer


	  	
Title:

	 	
Vice President





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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MORGAN STANLEY BANK, N.A., as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Michael King


	  	
Name:

	 	
Michael King


	  	
Title:

	 	
Authorized Signatory





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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DEUTSCHE BANK AG NEW YORK BRANCH, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Virginia Cosenza


	  	
Name:

	 	
Virginia Cosenza


	  	
Title:

	 	
Vice President


	  	  	 	  
	  	  	 	  
	  	
By:

	 	
/s/ Ming K. Chu


	  	
Name:

	 	
Ming K. Chu


	  	
Title:

	 	
Vice President





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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SUMITOMO MITSUI BANKING CORPORATION, as a Lender and as the Japanese Yen Lender


	  	  
	  	  
	  	
By:

	 	
/s/ William G. Karl


	  	
Name:

	 	
William G. Karl


	  	
Title:

	 	
General Manager





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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CREDIT SUISSE AG, Cayman Islands Branch, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Doreen Barr


	  	
Name:

	 	
Doreen Barr


	  	
Title:

	 	
Director


	  	  	 	  
	  	  	 	  
	  	
By:

	 	
/s/ Michael D. Spaight


	  	
Name:

	 	
Michael D. Spaight


	  	
Title:

	 	
Associate





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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GOLDMAN SACHS BANK USA, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Mark Walton


	  	
Name:

	 	
Mark Walton


	  	
Title:

	 	
Authorized Signatory





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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HSBC BANK USA, NATIONAL ASSOCIATION, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Stephanie W. Lee


	  	
Name:

	 	
Stephanie W. Lee


	  	
Title:

	 	
Director





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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MIZUHO CORPORATE BANK, LTD., as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Naoshi Inomata


	  	
Name:

	 	
Naoshi Inomata


	  	
Title:

	 	
Deputy General Manager





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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THE ROYAL BANK OF SCOTLAND PLC, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Kevin Beatty


	  	
Name:

	 	
Kevin Beatty


	  	
Title:

	 	
Vice President





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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UBS AG, STAMFORD BRANCH, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Mary E. Evans


	  	
Name:

	 	
Mary E. Evans


	  	
Title:

	 	
Associate Director


	  	  	 	  
	  	  	 	  
	  	
By:

	 	
/s/ Irja R. Otsa


	  	
Name:

	 	
Irja R. Otsa


	  	
Title:

	 	
Associate Director





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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ROYAL BANK OF CANADA, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Patrizia Lloyd


	  	
Name:

	 	
Patrizia Lloyd


	  	
Title:

	 	
Authorized Signatory





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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STATE STREET BANK AND TRUST COMPANY, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Karen A. Gallagher


	  	
Name:

	 	
Karen A. Gallagher


	  	
Title:

	 	
Vice President





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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THE BANK OF NEW YORK MELLON, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Joanne Carey


	  	
Name:

	 	
Joanne Carey


	  	
Title:

	 	
Vice President





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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U.S. BANK NATIONAL ASSOCIATION, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Barry K. Chung


	  	
Name:

	 	
Barry K. Chung


	  	
Title:

	 	
Senior Vice President





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


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BANCO SANTANDER, S.A., NEW YORK BRANCH, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Rita Walz Cuccioli


	  	
Name:

	 	
Rita Walz Cuccioli


	  	
Title:

	 	
Executive Director


	  	  	 	  
	  	  	 	  
	  	
By:

	 	
/s/ Terence Corcoran


	  	
Name:

	 	
Terence Corcoran


	  	
Title:

	 	
Senior Vice President





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


Signature Pages




  





  











  



















	  	
BNP PARIBAS, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Christian Mundigo


	  	
Name:

	 	
Christian Mundigo


	  	
Title:

	 	
Co-Head of Fixed Income Americas


	  	  	 	  
	  	  	 	  
	  	
By:

	 	
/s/ M. Andrews Yeo


	  	
Name:

	 	
M. Andrews Yeo


	  	
Title:

	 	
Managing Director





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


Signature Pages




  





  











  














	  	
CREDIT AGRICOLE, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Gina Harth-Cryde


	  	
Name:

	 	
Gina Harth-Cryde


	  	
Title:

	 	
Managing Director


	  	  	 	  
	  	  	 	  
	  	
By:

	 	
/s/ Stephanie Publie


	  	
Name:

	 	
Stephanie Publie


	  	
Title:

	 	
Managing Director





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


Signature Pages




  





  











  














	  	
SOCIETE GENERALE, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Shelly Yu


	  	
Name:

	 	
Shelly Yu


	  	
Title:

	 	
Director





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


Signature Pages




  





  











  














	  	
STANDARD CHARTERED BANK, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ John C. Fell


	  	
Name:

	 	
John C. Fell


	  	
Title:

	 	
Managing Director


	  	  	 	  
	  	  	 	  
	  	
By:

	 	
/s/ Andrew Y. Ng


	  	
Name:

	 	
Andrew Y. Ng


	  	
Title:

	 	
Director





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


Signature Pages




  





  











  














	  	
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ Oscar D. Cortez


	  	
Name:

	 	
Oscar D. Cortez


	  	
Title:

	 	
Vice President





















BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


Signature Pages




  





  











  



















	  	
NOMURA CORPORATE FUNDING AMERICAS, LLC, as Lender


	  	  
	  	  
	  	
By:

	 	
/s/ James Merli


	  	
Name:

	 	
James Merli


	  	
Title:

	 	
Managing Director


























BlackRock, Inc.


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)


Signature Pages




  





  











  













Exhibit A


(to Amendment No. 1 to Five-Year Revolving Credit Agreement)







Schedule 1.1(b)


(to Five-Year Revolving Credit Agreement)







Commitments








	  	 	
Commitment

	 	 	
Percentage


	
Wells Fargo Bank, National Association

	 	$	216,000,000.00	 	 	 	6.171428571	%
	
Citibank, N.A.

	 	$	214,000,000.00	 	 	 	6.114285714	%
	
JPMorgan Chase Bank, N.A.

	 	$	214,000,000.00	 	 	 	6.114285714	%
	
Morgan Stanley Bank, N.A.

	 	$	214,000,000.00	 	 	 	6.114285714	%
	
Bank of America, N.A.

	 	$	214,000,000.00	 	 	 	6.114285714	%
	
Barclays Bank PLC

	 	$	214,000,000.00	 	 	 	6.114285714	%
	
Deutsche Bank AG New York Branch

	 	$	214,000,000.00	 	 	 	6.114285714	%
	
HSBC Bank USA, N.A.

	 	$	170,000,000.00	 	 	 	4.857142857	%
	
The Royal Bank of Scotland plc

	 	$	170,000,000.00	 	 	 	4.857142857	%
	
UBS AG, Stamford Branch

	 	$	170,000,000.00	 	 	 	4.857142857	%
	
Credit Suisse AG, Cayman Islands Branch

	 	$	170,000,000.00	 	 	 	4.857142857	%
	
Mizuho Corporate Bank, Ltd.

	 	$	170,000,000.00	 	 	 	4.857142857	%
	
Goldman Sachs Bank USA

	 	$	170,000,000.00	 	 	 	4.857142857	%
	
State Street Bank and Trust Company

	 	$	170,000,000.00	 	 	 	4.857142857	%
	
The Bank of New York Mellon

	 	$	170,000,000.00	 	 	 	4.857142857	%
	
Royal Bank of Canada

	 	$	120,000,000.00	 	 	 	3.428571429	%
	
U.S. Bank National Association

	 	$	120,000,000.00	 	 	 	3.428571429	%
	
BNP Paribas

	 	$	50,000,000.00	 	 	 	1.428571429	%
	
Credit Agricole

	 	$	50,000,000.00	 	 	 	1.428571429	%
	
Banco Santander, SA, New York Branch

	 	$	50,000,000.00	 	 	 	1.428571429	%
	
Societe Generale

	 	$	50,000,000.00	 	 	 	1.428571429	%
	
Standard Chartered

	 	$	50,000,000.00	 	 	 	1.428571429	%
	
Sumitomo Mitsui Banking Corporation

	 	$	50,000,000.00	 	 	 	1.428571429	%
	
Nomura Corporate Funding Americas, LLC

	 	$	50,000,000.00	 	 	 	1.428571429	%
	
The Bank of Tokyo-Mitsubishi UFJ, Ltd.

	 	$	50,000,000.00	 	 	 	1.428571429	%
	  	 	 	 	 	 	 	 	 
	
Total

	 	$	3,500,000,000	 	 	 	100.000000000	%














BlackRock, Inc.


Exhibit A


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)




  





  











  













Exhibit B


(to Amendment No. 1 to Five-Year Revolving Credit Agreement)







Schedule 1.1(b)


(to Five-Year Revolving Credit Agreement)







Commitments








	  	 	
Commitment

	 	 	
Percentage


	
Wells Fargo Bank, National Association

	 	$	255,000,000.00	 	 	 	6.737120211	%
	
Citibank, N.A.

	 	$	255,000,000.00	 	 	 	6.737120211	%
	
JPMorgan Chase Bank, N.A.

	 	$	255,000,000.00	 	 	 	6.737120211	%
	
Morgan Stanley Bank, N.A.

	 	$	255,000,000.00	 	 	 	6.737120211	%
	
Bank of America, N.A.

	 	$	255,000,000.00	 	 	 	6.737120211	%
	
Barclays Bank PLC

	 	$	255,000,000.00	 	 	 	6.737120211	%
	
Deutsche Bank AG New York Branch

	 	$	255,000,000.00	 	 	 	6.737120211	%
	
HSBC Bank USA, N.A.

	 	$	170,000,000.00	 	 	 	4.491413474	%
	
The Royal Bank of Scotland plc

	 	$	170,000,000.00	 	 	 	4.491413474	%
	
UBS AG, Stamford Branch

	 	$	170,000,000.00	 	 	 	4.491413474	%
	
Credit Suisse AG

	 	$	170,000,000.00	 	 	 	4.491413474	%
	
Mizuho Corporate Bank, Ltd.

	 	$	170,000,000.00	 	 	 	4.491413474	%
	
Goldman Sachs Bank USA

	 	$	170,000,000.00	 	 	 	4.491413474	%
	
State Street Bank and Trust Company

	 	$	170,000,000.00	 	 	 	4.491413474	%
	
The Bank of New York Mellon

	 	$	170,000,000.00	 	 	 	4.491413474	%
	
Royal Bank of Canada

	 	$	120,000,000.00	 	 	 	3.170409511	%
	
U.S. Bank National Association

	 	$	120,000,000.00	 	 	 	3.170409511	%
	
BNP Paribas

	 	$	50,000,000.00	 	 	 	1.321003963	%
	
Credit Agricole

	 	$	50,000,000.00	 	 	 	1.321003963	%
	
Banco Santander, SA, New York Branch

	 	$	50,000,000.00	 	 	 	1.321003963	%
	
Societe Generale

	 	$	50,000,000.00	 	 	 	1.321003963	%
	
Standard Chartered

	 	$	50,000,000.00	 	 	 	1.321003963	%
	
Sumitomo Mitsui Banking Corporation

	 	$	50,000,000.00	 	 	 	1.321003963	%
	
Nomura Corporate Funding Americas, LLC

	 	$	50,000,000.00	 	 	 	1.321003963	%
	
The Bank of Tokyo-Mitsubishi UFJ, Ltd.

	 	$	50,000,000.00	 	 	 	1.321003963	%
	  	 	 	 	 	 	 	 	 
	
Total

	 	$	3,785,000,000	 	 	 	100.000000000	%





 



BlackRock, Inc.


Exhibit B


Amendment No. 1 to Five-Year Revolving Credit Agreement (2012)