blackrock_ex10-3.htm


     

    

      Exhibit
10.3

      
         

         

        EXECUTION
COPY

         

        


         

         

        REGISTRATION
RIGHTS AGREEMENT

         

        by
and among

         

        BLACKROCK,
INC.,

         

        BARCLAYS
BANK PLC

         

        and

         

        BARCLAYS
BR HOLDINGS S.À R.L.

         

        Dated
as of December 1, 2009

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


         

        TABLE
OF CONTENTS

         

         

        Page

        


        
          	
                  Section
      1.

                	
                  Definitions

                	
                  1

                
	 
      	 
      	 
      
	
                  Section
      2.

                	
                  Registration
      Under the Securities Act

                	
                  5

                
	 
      	 
      	 
      
	
                  Section
      3.

                	
                  Restrictions
      on Public Sale by the Company

                	
                  11

                
	 
      	 
      	 
      
	
                  Section
      4.

                	
                  Registration
      Procedures

                	
                  11

                
	 
      	 
      	 
      
	
                  Section
      5.

                	
                  Indemnification;
      Contribution

                	
                  17

                
	 
      	 
      	 
      
	
                  Section
      6.

                	
                  Miscellaneous

                	
                  20

                


        

        


        



        
          
             


          

          
            ii

            
              

            

          

          
             


          

        


        REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as
of December 1, 2009, by and among BlackRock, Inc., a corporation organized under
the laws of the State of Delaware (the “Company”), Barclays
Bank PLC, a public limited company incorporated under the laws of England and
Wales (“Barclays”), and
Barclays BR Holdings S.à r.l., a société à responsabilité
limitée organized under the laws of Luxembourg (“BR Holdings” and,
together with Barclays, the “Barclays
Parties”).

         

        WHEREAS,
the Company is party to a Stock Purchase Agreement by and among Barclays,
Barclays PLC and the Company, dated as of June 16, 2009 (as amended, modified or
supplemented from time to time in accordance with its terms, the “Transaction
Agreement”);

         

        WHEREAS,
upon the Closing, as defined in the Transaction Agreement (the “Closing”), the
Barclays Parties will receive shares of the Capital Stock (as defined herein) of
the Company;

         

        WHEREAS,
the parties to this Agreement desire to set forth the rights of the Barclays
Parties and the obligations of the Company with respect to the registration of
Registrable Securities pursuant to the Securities Act (each as defined
herein);

         

        NOW
THEREFORE, in consideration of the premises and the representations, warranties
and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:

         

        
          	
                  Section 1.

                	
                  Definitions.

                


        

         

        As
used in this Agreement, the following terms shall have the following
meanings:

         

        “Affiliate” means,
with respect to any Person, any other Person that directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with, such specified Person; provided, however, that solely
for purposes of this Agreement, notwithstanding anything to the contrary set
forth herein, neither the Company nor any of its controlled Affiliates shall be
deemed an Affiliate of any Barclays Party, Merrill or PNC by virtue of the
beneficial ownership by any Barclays Party, Merrill or PNC, as applicable, of
the Company’s Capital Stock, the election of Directors nominated by any Barclays
Party, Merrill or PNC, as applicable to the Board, the election of any other
Directors nominated by the Board or any other action taken by any Barclays
Party, Merrill or PNC, as applicable in accordance with the terms and conditions
of, and subject to the limitations and restrictions set forth on such Person in,
this Agreement, the Stockholder Agreement among Barclays, BR Holdings and the
Company to be entered into at the Closing (the “Stockholder
Agreement”), the Second Amended and Restated Stockholder Agreement, dated
as of February 27, 2009, among the Company, Merrill and Merrill Lynch Group,
Inc., as amended, or the Amended and Restated Implementation and Stockholder
Agreement, dated as of February 27, 2009, between the Company and PNC, as
amended (and irrespective of the characteristics of the aforesaid relationships
and actions under applicable law or accounting principles).

         

        “Board” means the
Board of Directors of the Company.

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        “Barclays
Representative” means any Barclays Party, acting on its own behalf and as
agent and representative of each other Holder.

         

         “Capital Stock” means,
with respect to any Person at any time, any and all shares, interests,
participations or other equivalents (however designated, whether voting or
non-voting) of capital stock, partnership interests (whether general or limited)
or equivalent ownership interests in or issued by such Person.

         

        “Company” has the
meaning set forth in the preamble and shall also include the Company’s
successors.

         

        “Director” means any
member of the Board (other than any advisory, honorary or other non-voting
member of the Board).

         

        “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time.

         

        “Existing Registration Rights
Agreement” means the Registration Rights Agreement, dated as of September
29, 2006, by and among New BlackRock, Inc., Merrill and PNC.

         

        “FINRA” means the
Financial Industry Regulatory Authority, Inc.

         

        “Holder” means each
Barclays Party and any Affiliate of each Barclays Party which holds or to which
Shares of  Common Stock or shares of Series D Preferred Stock or
Series B Preferred Stock (as defined below) are transferred or otherwise
acquired.

         

        “Incidental
Registration” means a registration required to be effected by the Company
pursuant to Section 2(b).

         

        “Incidental Registration
Statement” means a registration statement of the Company, as provided in
Section 2(b), which covers any of the Registrable Securities on an appropriate
form in accordance with the Securities Act and all amendments and supplements to
such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

         

        “Merrill” means
Merrill Lynch & Co., Inc.

         

        “Person” means any
individual, limited or general partnership, limited liability company,
corporation, trust, joint venture, association, joint stock company or
unincorporated organization.

         

        “PNC” means The PNC
Financial Services Group, Inc.

         

        “Prospectus” means the
prospectus included in a Registration Statement, including any preliminary
Prospectus, and any such Prospectus as amended or supplemented by any prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities and by all other amendments and supplements to such
Prospectus, including post-effective amendments, and in each case all material
incorporated by reference therein.

         


        
          
             


          

          
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        “Registrable
Securities” means, collectively, (i) the Shares of Common Stock owned by
the Holders and the Shares of Common Stock acquired at any time by any such
Holders in the future (excluding any Shares of Common Stock acquired by any
Barclays Party or any Subsidiary of any Barclays Party in violation of the
Stockholder Agreement, (ii) any stock or other securities into which or for
which the Shares of Common Stock may hereafter be changed, converted or
exchanged, including any Related Securities, including any Related Securities
and (iii) any shares of Series D Participating Preferred Stock, par value $0.01
per share (the “Series
D Preferred”), including any Related Securities and any shares of Series
B Participating Preferred Stock, par value $0.01 per share (the “Series B Preferred”),
including any Related Securities, (iv) any other securities issued or
distributed in respect of the shares described in clauses (ii) and (iii) by way
of stock dividend or stock split or in connection with a combination of shares,
recapitalization, reorganization, merger, consolidation or otherwise, and (v)
any other securities into which or for which shares of any other successor
securities are received in respect of any of the foregoing (i) through (v);
provided that
in the event that any Registrable Securities (as defined without giving effect
to this proviso) are being registered pursuant hereto, the Holder may include in
such registration (subject to the limitations of this Agreement otherwise
applicable to the inclusion of Registrable Securities) any Shares of Common
Stock or securities acquired in respect thereof thereafter acquired by such
Holder (excluding any Shares of Common Stock acquired by any Barclays Party or
any Subsidiary of any Barclays Party in violation of the Stockholder Agreement),
which shall also be deemed to be “Shares of Common
Stock,” and accordingly Registrable Securities, for purposes of such
registration; provided, further, none of the
foregoing will be Registrable Securities until the termination or waiver by the
Company of the period set forth in Section 3.2(a) of the Stockholder
Agreement.  Registrable Securities will cease to be Registrable
Securities when (i) a Registration Statement covering such Registrable
Securities has become effective under the Securities Act and they have been
offered and sold pursuant to such effective Registration Statement, (ii) such
Registrable Securities are transferred pursuant to Rule 144 (or any similar
provision then in force) under the Securities Act or otherwise transferred in a
manner that results in the security being so transferred being freely
transferable thereafter, (iii) from and after such time that the Holder holds
less than 5% of the Capital Stock of the Company, (iv) such Registrable
Securities shall have been otherwise transferred to a person who is not a Holder
(other than as contemplated by Section 6(c) hereof), or (v) such Registrable
Securities shall have ceased to be outstanding.

         

        “Registration
Expenses” means all expenses incident to the Company’s performance of or
compliance with this Agreement, including, without limitation, (i) all
registration, listing, qualification and filing fees (including FINRA filing
fees), (ii) fees and disbursements of counsel for the Company, (iii) accounting
fees, (iv) blue sky fees and expenses (including counsel fees in connection with
the preparation of a Blue Sky Memorandum and legal investment survey and FINRA
filings), (v) all printing, distributing, mailing and delivery expenses for any
Registration Statement, any Prospectus, transmittal letters, securities
certificates and other documents relating to the performance of and compliance
with this Agreement, (vi) the expenses incurred in connection with making road
show presentations and holding meetings with potential investors to facilitate
the distribution, (vii) underwriter fees, excluding discounts and commissions,
and any other expenses which are customarily borne by the issuer or seller of
securities in a public equity offering and (viii) all internal expenses of the
Company (including all salaries and expenses of officers and employees
performing legal or accounting duties); provided, however, Registration
Expenses shall not include any Selling Expenses.

         


        
          
             


          

          
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        “Registration
Statement” means any registration statement of the Company, including a
Shelf Registration Statement, which covers any Registrable Securities and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

         

        “Related Securities”
means any securities of the Company similar or identical to any of the
Registrable Securities including, without limitation, Shares of Common Stock and
all options, warrants, rights and other securities convertible into, or
exchangeable or exercisable for Shares of Common Stock (other than any of the
foregoing to be offered or sold to officers, directors or employees as
compensation), excluding the 2.625% Convertible Debentures Due 2035 issued on
February 23, 2005 by BlackRock (the “Convertible
Debentures”).

         

        “Required
Registration” means a registration required to be effected pursuant to
Section 2(a).

         

        “Required Registration
Statement” means a Registration Statement which covers the Registrable
Securities requested to be included therein pursuant to the provisions of
Section 2(a) on an appropriate form (in accordance with Section 4(a) hereof)
pursuant to the Securities Act, and which form shall be available for the sale
of the Registrable Securities in accordance with the intended method or methods
of distribution thereof, and all amendments and supplements to such Registration
Statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

         

        “SEC” means the
Securities and Exchange Commission.

         

        “Selling Expenses”
means underwriting discounts, selling commissions and stock transfer taxes
applicable to the shares registered by the Holders.

         

        “Securities Act” means
the Securities Act of 1933, as amended from time to time.

         

        “Shares of Common
Stock” means the shares of Common Stock.

         

        “Shelf Registration
Statement” means a registration statement pursuant to SEC Rule 415 under
the Securities Act, or any successor provision.

         

        “Significant
Stockholder” means, at any time of determination, any Person other than
any Barclays Party and their Affiliates, Merrill and its Affiliates and PNC and
its Affiliates that beneficially owns 20 percent or more of the Total Voting
Power of the Voting Securities of the Company issued and outstanding at that
time.

         

        “Subsidiary” means,
with respect to any Person, any corporation or other organization, whether
incorporated or unincorporated, (i) of which such Person or any other Subsidiary
of such Person is a general partner (excluding partnerships the general partner
interests of which held by such Person or any Subsidiary of such Person do not
have a majority of the voting or similar interests in such partnership), or (ii)
at least a majority of the securities or other interests of which having by
their terms ordinary voting power to elect a majority of the board of directors
or

         


        
          
             


          

          
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        others
performing similar functions with respect to such corporation or other
organization is directly or indirectly owned or controlled by such Person or by
any one or more of its Subsidiaries, or by such Person and one or more of its
Subsidiaries.

         

        “Subsidiary Holder”
means each Subsidiary of any Barclays Party that is a Holder.

         

        “Total Voting Power”
means the total number of votes entitled to be cast by the holders of the
outstanding Capital Stock of the Company and any other securities entitled, in
the ordinary course, to vote on matters put before the holders of the Capital
Stock of the Company generally.

         

        “Underwriter” has the
meaning set forth in Section 5(a).

         

        “Underwritten
Offering” means a sale of securities of the Company to an Underwriter or
Underwriters for reoffering to the public.

         

        “Voting Securities”
means, at any time, shares of any class of Capital Stock or other securities or
interests of a Person which are then entitled to vote generally, and not solely
upon the occurrence and during the continuation of certain specified events, in
the election of directors or Persons performing a similar function with respect
to such Person, and any securities convertible into or exercisable or
exchangeable at the option of the holder thereof for such shares of Capital
Stock.

         

        “WKSI” means a
well-known seasoned issuer as defined in Rule 405 under the Securities
Act.

         

        
          	
                  Section 2.

                	
                  Registration Under the
      Securities Act.

                


        

         

        (a)        Required
Registration.

         

        (i)           Right to Require
Registration.  At any time following the Closing (subject to
the Stockholder Agreement, and subject to the penultimate paragraph of this
Section 2(a)(i), the Barclays Representative shall have the right to request in
writing (such initial written request, a “Request”) (which
Request shall specify the number and type of Registrable Securities intended to
be disposed of, the intended method of distribution thereof and whether the
Registration Statement should be a Shelf Registration Statement) that the
Company register Registrable Securities of the Barclays Holders by filing with
the SEC a Required Registration Statement.  Upon the receipt of such a
Request, the Company will, by the tenth (10th)
business day thereafter, give written notice of such requested registration to
all Holders of Registrable Securities, and, not later than the 45th
calendar day after the receipt of such a Request by the Company, the
Company will cause to be filed with the SEC a Required Registration Statement
covering the Registrable Securities which the Company has been so requested to
register in such Request (the “Request Securities”)
and all other Registrable Securities (the “Additional Requested
Securities”) which the Company has been requested to register by Holders
thereof by written notice given to the Company within ten (10) calendar days
after the giving of such written notice by the Company.  The Required
Registration Statement shall be a Shelf Registration Statement if required by
the Holder and will provide for the

         


        
          
             


          

          
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        registration
under the Securities Act of the Registrable Securities which the Company has
been so requested to register by all such Holders, subject to the limitations of
this Section, to the extent necessary to permit the disposition of such
Registrable Securities in accordance with the intended methods of distribution
thereof specified in such Request or further requests, and, unless such
registration statement is automatically effective upon filing with the SEC, the
Company shall use its reasonable best efforts to have such Required Registration
Statement declared effective by the SEC as soon as practicable thereafter (but
in no event later than the earlier of the 180th
calendar day after the receipt of such a Request or three business days after
the Company receives notice from the SEC that it does not object to the
effectiveness of such Required Registration Statement) and to keep such Required
Registration Statement continuously effective for a period of at least 60
calendar days (or until all of the Registrable Securities covered by such
Required Registration Statement have been sold pursuant thereto (whichever is
shorter in the case of an Underwritten Offering and whichever is longer in the
case of a Shelf Registration), or, in the case of an Underwritten Offering, such
period as the Underwriters shall reasonably require) following the date on which
such Required Registration Statement becomes effective, including, if necessary,
by filing with the SEC a post-effective amendment or a supplement to the
Required Registration Statement or the related Prospectus or any document
incorporated therein by reference or by filing any other required document or
otherwise supplementing or amending the Required Registration Statement, if
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Required Registration Statement
or by the Securities Act, the Exchange Act, any state securities or blue sky
laws or any rules and regulations thereunder.

         

        Pursuant
to this Section 2(a), the Barclays Representative may Request, with respect to
the Registrable Securities held by the Barclays Holders, the Company to effect a
total of two Required Registrations or underwritten takedowns under a Shelf
Registration Statement in any twelve month period provided that any
Request for Required Registrations or underwritten takedowns under a Shelf
Registration Statement must be for Registrable Securities with an aggregate
dollar value of $150,000,000 or greater.  A Request which does not
result in an effective registration under the Securities Act, a Withdrawn
Request or a Withdrawn Required Registration, in each case shall not be counted
as a Request for purposes of the limits in the preceding sentence.

         

        A
Request may be withdrawn prior to the filing of the Required Registration
Statement by the Holder(s) which made such Request (a “Withdrawn Request”)
and a Required Registration Statement may be withdrawn prior to the
effectiveness thereof (if applicable) by the Holders of a majority of the
Registrable Securities included therein (a “Withdrawn Required
Registration”), and, in either such event, such withdrawal shall not be
treated as a Required Registration or a Request which shall have been effected
pursuant to the immediately preceding paragraph.

         

        No
Holder shall, without the Company’s consent, be entitled to deliver a Request
for a Required Registration if less than 90 calendar days have elapsed since (A)
the effective date of a prior Required Registration Statement, (B) in the case
of a Required

         


        
          
             


          

          
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        Registration
which is effected other than by means of an Underwritten Offering, the sale by
any Holder of their Registrable Securities pursuant thereto, (C) the date of
withdrawal of a Withdrawn Required Registration or (D) the pricing date of any
underwritten offering effected by the Company.

         

        Notwithstanding
the foregoing, the Company may delay the filing or the effectiveness of any
Required Registration Statement (a “Blackout Period”)
Requested by one or more Holders for so long as (i) the chief executive officer
of the Company determines in good faith in consultation with counsel that such
registration would require premature disclosure of non-public information the
disclosure of which would be materially adverse to the Company; provided, however, that the
duration of any such Blackout Period shall not exceed 60 days, and that the
aggregate number of days included in all such Blackout Periods during any
consecutive 12 months shall not exceed 120 days or (ii) as may be required under
the Existing Registration Rights Agreement; provided that the
periods under clause (i) and (ii) shall not in the aggregate exceed 180 days in
any consecutive 12 months; and provided, further,
that the Blackout Period in clause (ii) shall not be counted toward such
aggregate period if the Holders shall have been able to include Request
Securities with an aggregate value of $300 million or more in such
registration.

         

        The
registration rights granted pursuant to the provisions of this Section 2(a)
shall be in addition to the registration rights granted pursuant to the other
provisions of this Section 2.

         

        (ii)           Priority in Required
Registrations.  If a Required Registration involves an
Underwritten Offering, and the sole Underwriter or the lead managing
Underwriter, as the case may be, of such Underwritten Offering shall advise the
Company in writing on or before the date five (5) days prior to the date then
scheduled for such offering that, in its opinion, the amount of Registrable
Securities requested to be included in such Required Registration exceeds the
amount which can be reasonably expected to be sold in such offering without
adversely affecting the success of the distribution of the Securities being
offered, the Company will include in such Required Registration only the amount
of Registrable Securities that the Company is so advised can be sold in such
offering; provided, however, that the
Company shall be required to include in such Required Registration the amount of
securities (including Registrable Securities) requested to be included in such
registration that the Company is so advised can be sold in (or during the time
of) such offering, allocated, if necessary, pro rata among the holders
(including the Holders) thereof requesting such registration on the basis of the
percentage of the securities (including Registrable Securities) beneficially
owned at the time that each holder (including Holders) requesting inclusion of
their securities desires to register in such registration; provided, however, that in the
event the Company determines, by virtue of this paragraph, not to include in any
such registration all of the Registrable Securities of any Holder requested to
be included in such registration, such Holder may, upon written notice to the
Company given within 3 days of the time such Holder first is notified of such
matter, reduce the amount of Registrable Securities it desires to have included
in such registration, whereupon only the Registrable Securities,

         


        
          
             


          

          
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        if
any, it desires to have included will be so included and the amount of
Registrable Securities which each Holder is entitled to include in such
registration shall be recalculated utilizing the reduced total number of
Registrable Securities to be included in such registration. If any Holder’s
Request Securities are reduced such that the aggregate dollar value of the
Shares of Common Stock or other securities of all Holders included in such
Underwritten Offering is less than $750 million or the securities included at
the request of a Person (other than a Holder) represent 20% or more of the
aggregate value of all the securities included in such Underwritten Offering,
then such offering of securities shall not be deemed to count against the number
of Required Registrations to which such Holder is entitled.

         

        (b)        Incidental
Registration.

         

        (i)           Right to Include Registrable
Securities.  If at any time the Company proposes to register
any Related Securities under the Securities Act (other than (A) any registration
of public sales or distributions solely by and for the account of the Company of
securities issued (x) pursuant to any employee benefit or similar plan,
including employee stock and stock option plus, or any dividend reinvestment
plan or (y) in any acquisition by the Company, (B) pursuant to Section 2(a)
hereof, or (C) any registration of the Company’s Convertible Debentures and any
securities related thereto or convertible or exchangeable therefor), either in
connection with a primary offering for cash for the account of the Company or a
secondary offering or a combination thereof, the Company will, each time it
intends to effect such a registration, give written notice to all Holders of
Registrable Securities at least fifteen (15) business days prior to the
anticipated filing date of a Registration Statement with the SEC pertaining
thereto, informing such Holders of its intent to file such Registration
Statement and of the Holders’ rights to request the registration of the
Registrable Securities held by the Holders under this Section 2(b) (the “Company Notice”);
provided, that
if in the reasonable opinion of the Company such fifteen business day period
would materially interfere with the ability of the Company effect a registration
and issue and sell securities pursuant to such registration, such period may be
reduced to a period not less than ten business days to be reasonably determined
by the Company.  Upon the written request of any Holder made within 7
business days after any such Company Notice is given (which request shall
specify the Registrable Securities intended to be disposed of by such Holder
and, unless the applicable registration is intended to effect a primary offering
of Shares of Common Stock for cash for the account of the Company, the intended
method of distribution thereof), the Company will use its reasonable best
efforts to effect the registration under the Securities Act of all Registrable
Securities which the Company has been so requested to register by such Holders
to the extent required to permit the disposition (in accordance with the
intended methods of distribution thereof) of the Registrable Securities so
requested to be registered, including, if necessary, by filing with the SEC a
post-effective amendment or a supplement to the Incidental Registration
Statement or the related Prospectus or any document incorporated therein by
reference or by filing any other required document or otherwise supplementing or
amending the Incidental Registration Statement, if required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Incidental Registration

         


        
          
             


          

          
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        Statement
by the Securities Act, any state securities or blue sky laws, or any rules and
regulations thereunder; provided, however, that if, at
any time after giving written notice of its intention to register any securities
and prior to the effective date of the Incidental Registration Statement filed
in connection with such registration, the Company shall determine for any reason
not to register or to delay registration of such securities, the Company may, at
its election, give written notice of such determination to each Holder of
Registrable Securities and, thereupon, (A) in the case of a determination not to
register, the Company shall be relieved of its obligation to register any
Registrable Securities in connection with such registration (but not from its
obligation to pay the Registration Expenses incurred in connection therewith)
and (B) in the case of a determination to delay such registration, the Company
shall be permitted to delay registration of any Registrable Securities requested
to be included in such Incidental Registration Statement for the same period as
the delay in registering such other securities.

         

        The
registration rights granted pursuant to the provisions of this Section 2(b)
shall be in addition to the registration rights granted pursuant to the other
provisions of this Section 2, and no registration effected under this Section
2(b) shall relieve the Company of its obligations to effect a Required
Registration under Section 2(a), other than as set forth in the fourth paragraph
in Section 2(a)(i).

         

        (ii)           Priority in Incidental
Registrations.  If a registration pursuant to this Section 2(b)
involves an Underwritten Offering of the securities so being registered, whether
or not for sale for the account of the Company, and the sole Underwriter or the
lead managing Underwriter, as the case may be, of such Underwritten Offering
shall advise the Company in writing (with a copy to each Holder of Registrable
Securities requesting registration) on or before the date five (5) days prior to
the date then scheduled for such offering that, in its opinion, the amount of
securities (including Registrable Securities) requested to be included in such
registration exceeds the amount which can be reasonably expected to be sold in
(or during the time of) such offering without adversely affecting the success of
the distribution of the securities being offered, then the Company will include
in such registration, (x) if such registration is pursuant to the Existing
Registration Rights Agreement, then such shares as shall be required to be
included pursuant to Section 2(a)(ii) thereof, and (y) for all other
registrations, first, all the
securities desired to be sold by the Company pursuant to such Registration
Statement without reference to the incidental registration rights of any holder
(including Holders), to the extent such offering or Registration Statement has
been initiated by the Company for a primary offering of its securities and not
pursuant to the demand of another holder of Related Securities, and second, the amount of
other securities (including Registrable Securities) requested to be included in
such registration that the Company is so advised can be sold in (or during the
time of) such offering, allocated, if necessary, pro rata among the holders
(including the Holders) thereof requesting such registration on the basis of the
percentage of the securities (including Registrable Securities) beneficially
owned at the time that each holder (including Holders) requesting inclusion of
their securities desires to register in such registration; provided, however, that in the
event the Company determines, by virtue of this paragraph, not to include in any
such registration all of the Registrable Securities of any Holder requested to
be included in such

         


        
          
             


          

          
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        registration,
such Holder may, upon written notice to the Company given within 3 days of the
time such Holder first is notified of such matter, reduce the amount of
Registrable Securities it desires to have included in such registration,
whereupon only the Registrable Securities, if any, it desires to have included
will be so included and the amount of Registrable Securities which each Holder
is entitled to include in such registration shall be recalculated utilizing the
reduced total number of Registrable Securities to be included in such
registration.

         

        (c)        Expenses.  Subject
to the provisions of Section 3.2(d) of the Stockholder Agreement, the Company
agrees to pay all Registration Expenses in connection with each registration
effected in accordance with Section 2 hereof.  All Selling Expenses
relating to securities registered on behalf of Holders shall be borne by the
Holders of shares included in such registration, other selling stockholders and
the Company pro rata on the basis of the percentage of Shares of Common Stock or
other securities so registered by each such party, except that the Company need
not contribute to fees and disbursements of counsel for the Holders and other
selling stockholders.

         

        (d)        Effective Registration
Statement; Suspension.  Subject to the third paragraph of
Section 2(a)(i), a Registration Statement pursuant to Section 2(a) will not be
deemed to have become effective (and the related registration will not be deemed
to have been effected or requested) unless it has been declared effective by the
SEC prior to a request by the Holders of a majority of the Registrable
Securities included in such registration that such Registration Statement be
withdrawn; provided, however, that if,
after it has been declared effective, the offering of any Registrable Securities
pursuant to such Registration Statement is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, such Registration Statement will be deemed not to have become
effective and the related registration will not be deemed to have been effected
or requested pursuant to this Agreement.

         

        Any
period during which the Company fails to keep any Required Registration
Statement effective and usable for resale of Registrable Securities shall be
referred to as a “Suspension Period.” A
Suspension Period shall (a) commence on and include the earlier of the date that
(i) the Company gives notice or (ii) a Holder is advised by counsel or the SEC,
in either case, that a Required Registration Statement is no longer effective or
usable for resale of Registrable Securities and (b) end on and including the
date when each Holder of Registrable Securities covered by such Required
Registration Statement either receives copies of the supplemented or amended
Prospectus contemplated by Section 4(j) or is advised in writing by the Company
(having a reasonable basis to so advise) that the use of the Prospectus may be
resumed.  In the event of one or more Suspension Periods, the
applicable time period for keeping the Registration Statement effective
referenced in the last sentence of the first paragraph of Section 2(a)(i) shall
be extended by the number of days included in each Suspension Period, and, in
the event any Suspension Period occurs sooner than 30 days after the end of the
previous Suspension Period or 30 days after the initial effectiveness of any
Required Registration Statement, none of the days between such Suspension
Periods (as the case may be) or prior to such Suspension Period shall be
included in computing such applicable time period.

         


        
          
             


          

          
            10

            
              

            

          

          
             


          

        


        (e)        Selection of
Underwriters.  At any time or from time to time, the Holders of
at least 25% of the Registrable Securities covered by a Required Registration
Statement may elect to have such Registrable Securities sold in an Underwritten
Offering and may select the investment banker or investment bankers and manager
or managers that will serve as lead and co-managing Underwriters with respect to
the offering of such Registrable Securities, subject to the consent of the
Company which shall not be unreasonably withheld.  If more than one
Holder is the Holder of more than 25% of the Registrable Securities covered by a
Required Registration Statement, then such selection of investment bankers or
managers shall be made by the Holder that has the greatest number of Registrable
Securities included in such Registration Statement.  In addition to
the foregoing, for so long as the Merrill or its Affiliates hold 20% of the
outstanding Shares of Common Stock of the Company on an as converted basis in
the aggregate, Merrill shall be entitled to direct that Merrill, Lynch, Pierce,
Fenner & Smith or another Subsidiary of Merrill be appointed as co-lead or
co-managing Underwriter in respect of any Underwritten Offering in which Merrill
requests to include Related Shares contemplated by this Agreement.  No
Holder may participate in any Underwritten Offering hereunder unless such Holder
(a) agrees to sell such Holder’s securities on the basis provided in any
underwriting arrangements and (b) completes and executes all questionnaires,
powers of attorney, custody agreements, indemnities, underwriting agreements and
other documents required under the terms of such Underwritten
Offering.

         

        (f)        
Equal Future
Rights.  Should the Company grant any new registration rights
to any Significant Stockholder or any other Person, or amend or modify the
registration rights of any Person in such a way to make such registration rights
more favorable to one Person than to another Person, the registration rights
granted under this Agreement shall be automatically amended so as to be not less
favorable to any Holder than those granted to such Significant Stockholder or
other Person.

         

        
          	
                  Section 3.

                	
                  Restrictions on Public
      Sale by the Company.

                


        

         

        If
requested by the sole Underwriter or lead managing Underwriter(s) in any
Underwritten Offering, the Company agrees not to effect any public sale or
distribution (other than, in the case of the Company, in connection with (a) any
merger, acquisition or similar transaction that involves the public offering of
securities, (b) public sales or distributions solely by and for the account of
the Company of securities issued pursuant to any employee benefit or similar
plan, including employee stock and stock option plans, (c) any dividend
reinvestment plan) or (d) any registration required pursuant to the Existing
Registration Rights Agreement, of any securities during the period commencing on
the date the Company receives a Request from any Holder and continuing until 90
days after the commencement of an Underwritten Offering (or for such shorter
period as the sole or lead managing Underwriter shall request) unless earlier
terminated by the sole Underwriter or lead managing Underwriter(s) in such
Underwritten Offering.

         

        
          	
                  Section 4.

                	
                  Registration
      Procedures.

                


        

         

        In
connection with the obligations of the Company pursuant to Section 2, the
Company shall use its reasonable best efforts to effect or cause to be effected
the registration of the

         


        
          
             


          

          
            11

            
              

            

          

          
             


          

        


        Registrable
Securities under the Securities Act to permit the sale of such Registrable
Securities by the Holders in accordance with their intended method of
distribution, and the Company shall:

         

        (a)         (i)
prepare and file a Registration Statement with the SEC which (x) shall be on
Form S-3 (or any successor to such form), if available, and otherwise on Form
S-1, (y) shall be available for the sale or exchange of the Registrable
Securities in accordance with the intended method or methods of distribution by
the selling Holders thereof and (z) shall comply as to form with the
requirements of the applicable form and include all financial statements
required by the SEC to be filed therewith and all other information reasonably
requested by the lead managing Underwriter or sole Underwriter, if applicable,
to be included therein, (ii) unless such Registration Statement is automatically
effective upon filing with the SEC, use its reasonable best efforts to cause
such Registration Statement to become effective and remain effective in
accordance with Section 2, (iii) if the Company is eligible as a WKSI as of the
applicable time, utilize the automatic shelf registration process under Rule 415
and Rule 462 under the Securities Act, (iv) not take any action that would cause
a Registration Statement to contain a material misstatement or omission or to be
not effective and usable for resale of Registrable Securities during the period
that such Registration Statement is required to be effective and usable, (v) use
its reasonable best efforts to cause each Registration Statement and the related
Prospectus and any amendment or supplement thereto, as of the effective date of
such Registration Statement, amendment or supplement to comply in all material
respects with any requirements of the Securities Act and the rules and
regulations of the SEC and (vi) cause each Registration Statement and the
related Prospectus and any amendment or supplement thereto not to contain any
untrue statement of a material fact required to be stated therein or necessary
to make the statements therein not misleading during the period that such
Registration Statement is required to be effective and usable;

         

        (b)        subject
to paragraph (j) of this Section 4, prepare and file with the SEC such
amendments and post-effective amendments to each such Registration Statement, as
may be necessary to keep such Registration Statement effective for the
applicable period; cause each such Prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Securities Act; and comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by each Registration
Statement during the applicable period in accordance with the intended method or
methods of distribution by the selling Holders thereof, as set forth in such
registration statement;

         

        (c)        furnish
to each Holder of Registrable Securities and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as many
copies of each Prospectus, including each preliminary Prospectus, and any
amendment or supplement thereto and such other documents as such Holder or
Underwriter may reasonably request in order to facilitate the public sale or
other disposition of the Registrable Securities; the Company hereby consents to
the use of the Prospectus, including each preliminary Prospectus, by each Holder
of Registrable Securities and each Underwriter of an Underwritten Offering of
Registrable Securities covered by the Prospectus or the preliminary Prospectus
(and Holders hereby agreeing not to make a broad public dissemination of a form
of preliminary Prospectus which is designed

         


        
          
             


          

          
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        to
be a “quiet filing” without the Company’s consent, such consent to not be
withheld unreasonably);

         

        (d)        (i)
use its reasonable best efforts to register or qualify the Registrable
Securities, no later than the time the applicable Registration Statement is
declared effective by the SEC or becomes effective, under all applicable state
securities or “blue sky” laws of such jurisdictions as each Underwriter, if any,
or any Holder of Registrable Securities covered by a Registration Statement,
shall reasonably request; (ii) use its reasonable best efforts to keep each such
registration or qualification effective during the period such Registration
Statement is required to be kept effective; and (iii) do any and all other acts
and things which may be reasonably necessary or advisable to enable each such
Underwriter, if any, and Holder to consummate the disposition in each such
jurisdiction of such Registrable Securities owned by such Underwriter or Holder;
provided, however, that the
Company shall not be obligated to qualify as a foreign corporation or as a
dealer in securities in any jurisdiction in which it is not so otherwise
required to be qualified or to consent to be subject to general service of
process (other than service of process in connection with such registration or
qualification or any sale of Registrable Securities in connection therewith) in
any such jurisdiction;

         

        (e)        notify
each Holder of Registrable Securities promptly, and, if requested by such
Holder, confirm such advice in writing, (i) when a Registration Statement has
become effective and when any post-effective amendments and supplements thereto
become effective, (ii) of the issuance by the SEC or any state securities
authority of any stop order, injunction or other order or requirement suspending
the effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, (iii) if, between the effective date of a
Registration Statement and the closing of any sale of securities covered thereby
pursuant to any agreement to which the Company is a party, the representations
and warranties of the Company contained in such agreement cease to be true and
correct in all material respects or if the Company receives any notification
with respect to the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the initiation of any proceeding for
such purpose and (iv) of the happening of any event during the period a
Registration Statement is effective as a result of which such Registration
Statement or the related Prospectus would contain any untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
in which they were made not misleading;

         

        (f)         furnish
counsel for each such Underwriter, if any, and for the Holders of Registrable
Securities copies of any request by the SEC or any state securities authority
for amendments or supplements to a Registration Statement and Prospectus or for
additional information;

         

        (g)        use
its reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness or qualification of a Registration Statement or suspending or
preventing the use of any related Prospectus at the earliest possible
time;

         


        
          
             


          

          
            13

            
              

            

          

          
             


          

        

         

         

        (h)        upon
request,
furnish to the sole Underwriter or lead managing Underwriter of an Underwritten
Offering of Registrable Securities, if any, without charge, at least one signed
copy of each Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, all documents incorporated therein
by reference and all exhibits; and furnish to each Holder of Registrable
Securities, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment thereto (without documents
incorporated therein by reference or exhibits thereto, unless
requested);

         

        (i)         cooperate
with the selling Holders of Registrable Securities and the sole Underwriter or
lead managing Underwriter of an Underwritten Offering of Registrable Securities,
if any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive
legends; and enable such Registrable Securities to be in such denominations
(consistent with the provisions of the governing documents thereof) and
registered in such names as the selling Holders or the sole Underwriter or lead
managing Underwriter of an Underwritten Offering of Registrable Securities, if
any, may reasonably request at least three business days prior to any sale of
Registrable Securities;

         

        (j)         upon
the occurrence of any event contemplated by paragraph (e)(iv) of this Section,
use its reasonable best efforts to promptly prepare a supplement or
post-effective amendment to a Registration Statement or the related Prospectus,
or any document incorporated therein by reference, or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Securities, such Prospectus will not contain any untrue statement of a material
fact, or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;

         

        (k)        enter
into customary agreements (including, in the case of an Underwritten Offering,
underwriting agreements in customary form, and including provisions with respect
to indemnification and contribution in customary form and materially consistent
with the provisions relating to indemnification and contribution contained
herein) and take all other customary and appropriate actions in order to
expedite or facilitate the disposition of such Registrable Securities and in
connection therewith:

         

        (1)           in
connection with an Underwritten Offering, make such representations and
warranties to the Holders of such Registrable Securities and the Underwriters,
if any, in form, substance and scope as are customarily made by issuers to
underwriters in similar underwritten offerings;

         

        (2)           in
connection with an Underwritten Offering, obtain opinions of counsel to the
Company and updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the lead managing Underwriter, if
any, and the Barclays Representative, as applicable, addressed to each selling
Holder and the Underwriters, if any, covering the matters customarily covered in
opinions requested in

         


        
          
             


          

          
            14

            
              

            

          

          
             


          

        


         

        sales
of securities or underwritten offerings and such other matters as may be
reasonably requested by such Holders and Underwriters;

         

        (3)           in
connection with an Underwritten Offering, obtain comfort letters and updates
thereof from the Company’s independent certified public accountants addressed to
the selling Holders of Registrable Securities, if permissible, and the
Underwriters, if any, which letters shall be customary in form and shall cover
matters of the type customarily covered in comfort letters to underwriters in
connection with primary underwritten offerings;

         

        (4)           if
the selling Holder is a Subsidiary Holder then, to the extent requested and
customary for the relevant transaction, enter into a securities sales agreement
with a Barclays Party, on behalf of itself and all other Subsidiary Holders of
it or any other Barclays Party that are selling Holders, relating to the
registration and providing for, among other things, the appointment of the
Barclays Representative or such Subsidiary of a Barclays Party that a Barclays
Party shall specify for the purpose of soliciting purchases of Registrable
Securities, which agreement shall be customary in form, substance and scope and
shall contain customary representations, warranties and covenants;
and

         

        (5)           deliver
such customary documents and certificates as may be reasonably requested by the
Barclays Representative or by the managing Underwriters, if any.

         

        The
above shall be done (i) at the effectiveness of such Registration Statement (and
each post-effective amendment thereto) in connection with any registration
required hereunder, (ii) at the time of any sales of any securities under such
Registration Statement and (ii) at each closing under any underwriting or
similar agreement, as and to the extent required thereunder;

         

        (l)         make
available for inspection by representatives of the Holders of the Registrable
Securities and any Underwriters participating in any disposition pursuant to a
Registration Statement and any counsel or accountant retained by such Holders or
Underwriters, all relevant financial and other records, pertinent corporate
documents and properties of the Company and cause the respective officers,
directors and employees of the Company to supply all information reasonably
requested by any such representative, Underwriter, counsel or accountant in
connection with a Registration Statement;

         

        (m)       (i)
within a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or supplement
to a Prospectus, provide copies of such document to the Holders of Registrable
Securities and to counsel to such Holders and to the Underwriter or Underwriters
of an Underwritten Offering of Registrable Securities, if any; fairly consider
such reasonable changes in any such document prior to or after the filing
thereof as the counsel to the Holders or the Underwriter or the Underwriters may
request and not file any such document in a form to which the
Barclays

         


        
          
             


          

          
            15

            
              

            

          

          
             


          

        


         

        Representative
or any Underwriter shall reasonably object; and make such of the representatives
of the Company as shall be reasonably requested by the Holders of Registrable
Securities being registered or any Underwriter available for discussion of such
document;

         

        (ii)           within
a reasonable time prior to the filing of any document which is to be
incorporated by reference into a Registration Statement or a Prospectus, provide
copies of such document to counsel for the Holders; fairly consider such
reasonable changes in such document prior to or after the filing thereof as
counsel for such Holders or such Underwriter shall request; and make such of the
representatives of the Company as shall be reasonably requested by such counsel
available for discussion of such document;

         

        (n)         cause
all Registrable Securities to be listed on the New York Stock Exchange and any
securities exchange on which securities of the same class issued by the Company
are then so qualified or listed if so requested by the Barclays Representative
or if so requested by the Underwriter or Underwriters of an Underwritten
Offering of Registrable Securities, if any, and provide and cause to be
maintained a transfer agent and registrar for all such Registrable
Securities;

         

        (o)        otherwise
use its reasonable best efforts to comply with all applicable rules and
regulations of the SEC, including making available to its security holders an
earnings statement covering at least 12 months which shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;

         

        (p)        cooperate
and assist in any filings required to be made with the FINRA and in the
performance of any due diligence investigation by any Underwriter in an
Underwritten Offering; and

         

        (q)        use
its reasonable best efforts to facilitate the distribution and sale of any
Registrable Securities to be offered pursuant to this Agreement, including
without limitation by making road show presentations, holding meetings with
potential investors and taking such other actions as shall be requested by the
Barclays Representative or the lead managing Underwriter of an Underwritten
Offering.

         

        Each
selling Holder of Registrable Securities as to which any registration is being
effected pursuant to this Agreement agrees, as a condition to the registration
obligations with respect to such Holder provided herein, to furnish to the
Company such information regarding such Holder required to be included in the
Registration Statement, the ownership of Registrable Securities by such Holder
and the proposed distribution by such Holder of such Registrable Securities as
the Company may from time to time reasonably request in writing.

         

        Each
Holder agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in paragraph (e)(iv) of this Section, such
Holder will forthwith discontinue disposition of Registrable Securities pursuant
to the affected Registration Statement

         


        
          
             


          

          
            16

            
              

            

          

          
             


          

        


         

        until
such Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by paragraph (j) of this Section and, if so directed by the
Company, such Holder will deliver to the Company (at the expense of the
Company), all copies in its possession, other than permanent file copies then in
such Holder’s possession, of the Prospectus covering such Registrable Securities
which was current at the time of receipt of such notice.

         

        
          	
                  Section 5.

                	
                  Indemnification;
      Contribution.

                


        

         

        (a)        Indemnification by the
Company.  The Company agrees to indemnify and hold harmless
each Person who participates as an underwriter (any such Person being an “Underwriter”), each
Holder and their respective partners, directors, officers and employees and each
Person, if any, who controls any Holder or Underwriter within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act as
follows:

         

        (i)           against
any and all losses, liabilities, claims, damages, judgments and reasonable
expenses (“Damages”) whatsoever,
as incurred, arising out of any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement pursuant to which
Registrable Securities were registered under the Securities Act, including all
documents incorporated therein by reference, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus,
including all documents incorporated therein by reference, or any “issuer free
writing prospectus” (as defined in Securities Act Rule 433), or the omission or
alleged omission therefrom of a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading;

         

        (ii)           against
any and all Damages whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any other claim
whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission, if such settlement is effected with the written
consent of the Company; and

         

        (iii)           against
any and all reasonable expense whatsoever, as incurred (including fees and
disbursements of counsel), incurred in investigating, preparing or defending
against any litigation, investigation or proceeding by any governmental agency
or body, commenced or threatened, in each case whether or not such Person is a
party, or any claim whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, to the extent that any such
expense is not paid under subparagraph (i) or (ii) above;

         


        
          
             


          

          
            17

            
              

            

          

          
             


          

        


         

        provided, however, that this
indemnity agreement does not apply to any Holder or Underwriter with respect to
any Damages to the extent (i) arising out of any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus, or the omission
or alleged omission therefrom of a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, in any such case made in reliance upon and in conformity
with written information furnished to the Company by such Holder or Underwriter
expressly for use in a Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto) or (ii) arising out of or
based upon offers or sales effected directly by any Holder or Underwriter “by
means of” (as defined in Securities Act Rule 159A) a “free writing prospectus”
(as defined in Securities Act Rule 405) that was not issued by or authorized in
writing by the Company.  In addition to the foregoing, the Company
shall indemnify each Holder and its respective partners, directors, officers and
employees and each Person, if any, who controls any Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act to the extent
the indemnification provided by the Company to any Underwriter in connection
with a Registration Statements exceeds the indemnity provided
hereunder.

         

        (b)        Indemnification by
Holders.  Each Barclays Party, for itself and jointly and
severally for and on behalf of each of its Subsidiary Holders that may be a
selling Holder hereunder, agrees to indemnify and hold harmless the Company,
each Underwriter and the other selling Holders, and each of their respective
partners, directors, officers and employees (including each officer of the
Company who signed the Registration Statement), and each Person, if any, who
controls the Company, any Underwriter or any other selling Holder within the
meaning of Section 15 of the Securities Act, against any and all Damages
described in the indemnity contained in paragraph (a) of this Section (provided that any
settlement of the type described therein is effected with the written consent of
such selling Holder), as incurred, but only (i) with respect to untrue
statements or alleged untrue statements of a material fact contained in any
Prospectus or the omissions or alleged omissions therefrom of a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, in any such case made in reliance upon and
in conformity with written information furnished to the Company by such selling
Holder expressly for use in such Registration Statement (or any amendment
thereto) or such Prospectus (or any amendment or supplement thereto) or (ii)
that arises out of or is based upon offers or sales by such Holder or
Underwriter “by means of” (as defined in Securities Act Rule 159A) a “free
writing prospectus” (as defined in Securities Act Rule 405) that was not issued
by or authorized in writing by the Company.  No selling Holder shall
be liable under this Section 5(b) for any Damages in excess of the net proceeds
realized by such selling Holder in the sale of Registrable Securities to which
such Damages relate.

         

        (c)        Conduct of Indemnification
Proceedings.  Each indemnified party or parties shall give
reasonably prompt notice to each indemnifying party or parties of any action or
proceeding commenced against it in respect of which indemnity may be sought
hereunder, but any failure to give such notice shall not relive the indemnifying
party or parties to any obligation that it or they may have under this indemnity
agreement, except to the extent that the indemnifying party is materially
prejudiced by such failure to give notice.  If the indemnifying party
or parties so elects

         


        
          
             


          

          
            18

            
              

            

          

          
             


          

        


         

        within
a reasonable time after receipt of such notice, the indemnifying party or
parties may assume the defense of such action or proceeding at such indemnifying
party’s or parties’ expense with counsel chosen by the indemnifying party or
parties and approved by the indemnified party defendant in such action or
proceeding, which approval shall not be unreasonably withheld; provided, however, that, if
such indemnified party or parties determines in good faith that a conflict of
interest exists and that therefore it is advisable for such indemnified party or
parties to be represented by separate counsel or that, upon advice of counsel,
there may be legal defenses available to it or them which are different from or
in addition to those available to the indemnifying party, then the indemnifying
party or parties shall not be entitled to assume such defense and the
indemnified party or parties shall be entitled to separate counsel (limited in
each jurisdiction to one counsel for all Underwriters and another counsel for
all other indemnified parties under this Agreement) at the indemnifying party’s
or parties’ expense.  If an indemnifying party or parties is not so
entitled to assume the defense of such action or does not assume such defense,
after having received the notice referred to in the first sentence of this
paragraph, the indemnifying party or parties will pay the reasonable fees and
expenses of counsel for the indemnified party or parties (limited in each
jurisdiction to one counsel for all Underwriters and another counsel for all
other indemnified parties under this Agreement).  No indemnifying
party or parties will be liable for any settlement effected without the written
consent of such indemnifying party or parties, which consent shall not be
unreasonably withheld.  If an indemnifying party is entitled to
assume, and assumes, the defense of such action or proceeding in accordance with
this paragraph, such indemnifying party or parties shall not, except as
otherwise provided in this subsection (c), be liable for any fees and expenses
of counsel for the indemnified parties incurred thereafter in connection with
such action or proceeding.

         

        (d)        Contribution.  b)
In order to provide for just and equitable contribution in circumstances in
which the indemnity agreement provided for in this Section is for any reason
held to be unenforceable by the indemnified parties although applicable in
accordance with its terms in respect of any losses, liabilities, claims,
damages, judgments and expenses suffered by an indemnified party referred to
therein, each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, liabilities, claims, damages,
judgments and expenses in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and of the liable selling Holders
(including, in each case, that of their respective officers, directors,
employees and agents) on the other, in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages, judgments
or expenses, as well as any other relevant equitable
considerations.  The relative fault of the Company on the one hand and
of the liable selling Holders (including, in each case, that of their respective
officers, directors, employees and agents) on the other, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, on the one hand, or by or on
behalf of the selling Holders, on the other, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The amount paid or payable by a party as a
result of the losses, liabilities, claims, damages, judgments and expenses
referred to above shall be deemed to include, subject to the
limitations

         


        
          
             


          

          
            19

            
              

            

          

          
             


          

        


         

        set
forth in paragraph (c) of this Section, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending
any action or claim.

         

        (ii)           The
Company and each Holder of Registrable Securities agree that it would not be
just and equitable if contribution pursuant to this paragraph (d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in
sub-paragraph (i) above.  Notwithstanding the provisions of this
paragraph (d), in the case of distributions to the public, an indemnifying
Holder shall not be required to contribute any amount in excess of the amount by
which (A) the total price at which the Registrable Securities sold by such
indemnifying Holder and distributed to the public were offered to the public
exceeds (B) the amount of any damages which such indemnifying Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

         

        (iii)           For
purposes of this Section, each Person, if any, who controls a Holder or an
Underwriter within the meaning of Section 15 of the Securities Act (and their
respective partners, directors, officers and employees) shall have the same
rights to contribution as such Holder or Underwriter; and each director of the
Company, each officer of the Company who signed the Registration Statement and
each Person, if any, who controls the Company within the meaning of Section 15
of the Securities Act, shall have the same rights to contribution as the
Company.

         

        
          	
                  Section 6.

                	
                  Miscellaneous.

                


        

         

        (a)        Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Company has obtained the written consent of the Barclays
Representative.

         

        (b)        Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand delivery, telex, facsimile or any courier guaranteeing
overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the
provisions of this paragraph (b), which address initially is, with respect to
Barclays as of the date hereof, at Barclays Bank PLC, 1 Churchill Place, Canary
Wharf, London, E14 5HP, England facsimile number +44 1452 638157, Attention:
Company Secretary, and is, with respect to BR Holdings as of the date hereof, at
Barclays BR Holdings S.à r.l., 26b Boulevard Royal, L 2449 Luxembourg,
Attention: Company Secretary, and thereafter at such other address, notice of
which is given in accordance with the provisions of this paragraph, and with
respect to each Holder who becomes after the date hereof, the address of such
Holder in the stock or warrant records of the Company or (ii) if to the Company,
at 40 East 52nd Street, New York, NY 10022, facsimile number (212)
810-3744,

         


        
          
             


          

          
            20

            
              

            

          

          
             


          

        


         

        Attention:
Robert P. Connolly, Esq., and thereafter at such other address, notice of which
is given in accordance with the provisions of this paragraph (c), with a copy
(which shall not constitute notice) to Skadden, Arps, Slate, Meagher & Flom,
LLP, Four Times Square, New York, New York 10036, Attention: Richard T. Prins,
facsimile number (917) 777-2790.  Notwithstanding the foregoing, the
Company shall not be obligated to provide any notice to any Holder which is not
a party to this Agreement except with respect to a Required or Incidental
Registration Statement which has been filed and pursuant to which such Holder is
identified as a selling stockholder.

         

        All
such notices and communications shall be deemed to have been duly given at the
time delivered by hand, if personally delivered; when answered back, if telexed;
when receipt is acknowledged, if telecopied; and on the next business day, if
timely delivered to a courier guaranteeing overnight delivery.

         

        (c)        Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties
without the need for an express assignment.  If any successor,
assignee or transferee of any Holder shall acquire Registrable Securities in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities such Person shall conclusively be deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement and to receive the benefits hereof.  Notwithstanding
the foregoing, nothing in this Section 6 is intended to enlarge the class of
Persons which are Holders, as defined in the preamble of this Agreement, and
thus entitled to the rights granted hereunder.  For purposes of this
Agreement, “successor” for any entity other than a natural person means a
successor to such entity as a result of such entity’s merger, consolidation,
liquidation, dissolution, sale of substantially all of its assets or similar
transaction.

         

        (d)        Counterparts.  This
Agreement may be executed in two or more counterparts, each of which, when so
executed and delivered, shall be deemed to be an original, but all of which
counterparts, taken together, shall constitute one and the same
instrument.

         

        (e)        Descriptive Headings,
Etc.  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning of terms
contained herein.  Unless the context of this Agreement otherwise
requires: (1) words of gender shall be deemed to include each other gender; (2)
words using the singular or plural number shall also include the plural or
singular number, respectively; (3) the words “hereof,” “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Article, Section and paragraph references are to the Articles, Sections and
paragraphs to this Agreement unless otherwise specified; (4) the word
“including” and words of similar import when used in this Agreement means
“including, without limitation,” unless otherwise specified; (5) “or” is not
exclusive; and (6) provisions apply to successive events and
transactions.

         


        
          
             


          

          
            21

            
              

            

          

          
             


          

        


         

        (f)         Severability.  In
the event that any one or more of the provisions, paragraphs, words, clauses,
phrases or sentences contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision,
paragraph, word, clause, phrase or sentence in every other respect and of the
other remaining provisions, paragraphs, words, clauses, phrases or sentences
hereof shall not be in any way impaired, it being intended that all rights,
powers and privileges of the parties hereto shall be enforceable to the fullest
extent permitted by law.

         

        (g)        Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         

        (h)        Specific
Performance.  The parties hereto acknowledge that there would
be no adequate remedy at law if any party fails to perform in any material
respect any of its obligations hereunder, and accordingly agree that each party,
in addition to any other remedy to which it may be entitled at law or in equity,
shall be entitled to compel specific performance of the obligations of any other
party under this Agreement in accordance with the terms and conditions of this
Agreement in any court of the United States or any State thereof having
jurisdiction.

         

         

        *
* *

        

          
            
               


            

            
              22

              
                

              

            

            
               


            

          



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

         

        


        


        
          	 
      	
                  BLACKROCK,
      INC.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Daniel R. Waltcher

                
	 
      	 
      	
                  Name:

                	
                  Daniel
      R. Waltcher

                
	 
      	 
      	
                  Title:

                	
                  Managing
      Director and Deputy General Counsel

                


        

         

        
 

        
          	 
      	
                  BARCLAYS
      BANK PLC

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Chris Lucas

                
	 
      	 
      	
                  Name:

                	
                  Chris
      Lucas

                
	 
      	 
      	
                  Title:

                	
                  Director

                


        

        


         

        


        
          	 
      	 
      
	 
      	 
      	 
      	
                  BARCLAYS
      BR HOLDINGS S.À R.L.

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Manfred Zisselsberger

                
	 
      	 
      	
                  Name:

                	
                  Manfred
      Zisselsberger

                
	 
      	 
      	
                  Title:

                	
                  Attorney

                


        

        


         

        [Signature Page of
Registration Rights Agreement]