exhibit10-1.htm


    Exhibit 10.1

     

     

    
      


       

      EXCHANGE
AGREEMENT

       

       

      BY
AND BETWEEN

       

       

      MERRILL
LYNCH & CO., INC

       

       

      AND

       

       

      BLACKROCK,
INC.

       

       

      


       

       

      Dated
as of December 26, 2008.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


       

      EXCHANGE
AGREEMENT

       

      THIS EXCHANGE AGREEMENT (this
"Agreement")
is made and entered into as of December 26, 2008 by and among Merrill Lynch
& Co., Inc., a Delaware corporation ("Merrill
Lynch") and BlackRock, Inc., a Delaware corporation ("BlackRock").

       

      WHEREAS,
BlackRock and Merrill Lynch are parties to an Amended and Restated Stockholder
Agreement, dated as of July 16, 2008 (as so amended and restated, the "Merrill Lynch
Stockholder Agreement");

       

      WHEREAS,
on September 15, 2008, Merrill Lynch entered into a merger agreement with Bank
of America Corporation ("Bank of
America"), pursuant to which, effective as of the closing of the
transactions contemplated thereby, a subsidiary of Bank of
America  will merge with and into Merrill Lynch (the "Merrill Lynch
Merger");

       

      WHEREAS,
the Merrill Lynch Merger shall constitute a Change of Control of Merrill Lynch
under the terms of the Merrill Lynch Stockholder Agreement;

       

      WHEREAS,
in connection with the Merrill Lynch Merger and the Merger Change of Control,
BlackRock and Merrill Lynch propose to enter into a series of transactions
whereby Merrill Lynch will exchange (i) 49,865,000 shares of BlackRock Common
Stock (as defined herein) for a like number of shares of Series B Preferred
Stock (as defined herein) and (ii) 12,604,918 shares of Series A Preferred Stock
(as defined herein) for a like number of shares of Series B Preferred Stock (the
"Merrill
Lynch Exchanges"); and

       

      WHEREAS,
concurrently with the Merrill Lynch Exchanges, the PNC Financial Services Group,
Inc. ("PNC") will
exchange (i) 17,872,000 shares of BlackRock Common Stock for a like number of
shares of Series B Preferred Stock and (ii) up to 2,940,866 shares of Common
Stock for a like number of shares of Series C Preferred Stock (as defined
herein) (the "PNC
Exchanges" and
together with the Merrill Lynch Exchanges, the "Exchange
Transactions");

       

      NOW,
THEREFORE, in consideration of the foregoing, of the mutual promises herein set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as
follows:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
I

       

      EXCHANGE

       

      Section 1.1  
Exchange
of
Merrill
Lynch Common Shares.  Under the terms and subject to conditions hereof and in reliance upon
the representations, warranties and agreements contained herein, at the
Closing (as defined
below), Merrill Lynch shall exchange or cause to be exchanged (a) 49,865,000 shares (the "Merrill
Lynch Common Shares") of common stock, par value $0.01 per share, of BlackRock (the "Common
Stock"), owned by Merrill Lynch and its subsidiaries, for a like number of shares (the "Common Exchange
Shares") of series B non-voting convertible participating preferred
stock, par value
$0.01 per share
("Series
B Preferred
Stock"), of BlackRock, and (b) 12,604,918 shares (the
"Merrill
Lynch Series A Shares") of
series A convertible participating preferred stock, par value $0.01 per
share, of BlackRock (the "Series
A Preferred Stock") for a like number of shares of Series B
Preferred Stock (together with the Common Exchange Shares, the "Exchange
Shares"), in each case as appropriately adjusted
for any stock split, combination, reorganization, recapitalization,
reclassification, stock dividend, stock distribution or similar event
declared or effected prior to the Closing.

       

      Section 1.2  
Closing.  The closing (the
"Closing") of the exchange of the Merrill Lynch Common Shares for the Exchange Shares shall be held at the offices of
Skadden, Arps, Slate,
Meagher & Flom LLP,
Four Times Square, New
York, New York, subject to
the satisfaction or waiver of the conditions set forth in Articles V and VI
herein, on the later of (a) December 31, 2008; or (b) the second business day following the
date on which all
of the necessary regulatory approvals relating to the Exchange
Transactions have
been received from
jurisdictions other than
the United States (the
"Foreign
Approvals"), or
at such other time, date or
place as Merrill Lynch
and BlackRock may agree in
writing.  The
date on which the Closing occurs is hereinafter referred to as the "Closing
Date."

       

      Section 1.3  
Deliveries.

       

      (a)   At the Closing, Merrill Lynch shall deliver or cause to be delivered to BlackRock the following (collectively, the
"Merrill
Lynch Closing
Deliveries"):

       

      (i)    
one or more certificates registered in Merrill Lynch's name (or, as applicable, the person in whose
name any certificate delivered is registered) representing the Merrill Lynch Common Shares and the Merrill Lynch Series A
Shares;

       

      (ii)   
one or more duly executed stock powers evidencing the transfer of the
Merrill Lynch Common Shares
and the Merrill Lynch
Series A Shares from
Merrill Lynch or such
subsidiaries to
BlackRock and in such form satisfactory to
BlackRock as shall be effective to vest in
BlackRock good and valid title to the Merrill Lynch Common Shares and the Merrill Lynch Series A
Shares, free and clear of
any Lien (as defined below);

       

      (iii)   
the Second Amended and Restated
Stockholder Agreement among BlackRock, Merrill Lynch and the parties named
therein in
the

       

       

      
        
          
          

        

        
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      form attached as Exhibit A hereto (the "Amended
Merrill Lynch Stockholder Agreement") duly executed by Merrill
Lynch and Merrill Lynch Group, Inc.;

       

      (iv)  with respect to each registered holder of Merrill Lynch Common Shares or
Merrill Lynch Series A Shares represented by the certificates delivered pursuant
to Section 1.3(a)(i), a certificate executed by such registered holder stating that such registered holder is not a "foreign person" within the
meaning of Section 1445 of the Internal Revenue Code of 1986, as
amended, which certificate
shall set forth all information required by, and otherwise be executed in
accordance with, Treasury Regulation Section 1.1445-2(b)(2).

       

      (b)   At the Closing, BlackRock shall deliver to Merrill Lynch the following (collectively, the
"BlackRock Closing
Deliveries"):

       

      (i)    
one or more certificates registered in Merrill Lynch's name (or the name(s) of one or more
subsidiaries of Merrill Lynch that it shall so designate in writing)
representing the
Exchange Shares;

       

      (ii)   
the Amended Merrill Lynch Stockholder
Agreement duly executed by
BlackRock;
and

       

      (iii)   
the Certificate of Designations, Powers,
Preferences and Rights of Series B Convertible Participating Preferred Stock of
BlackRock, Inc., in the form attached as Exhibit B hereto (the "Series
B Certificate of Designations") duly executed by BlackRock and
certified by the Secretary of State of the State of
Delaware.

       

      ARTICLE
II


       

      REPRESENTATIONS AND
WARRANTIES OF
MERRILL LYNCH

       

      Merrill
Lynch represents and warrants to BlackRock, as follows:

       

      Section 2.1  
Title to
Merrill
Lynch Common Shares.  As of the Closing, Merrill Lynch will own, directly or indirectly, and deliver the Merrill Lynch Common Shares and the Merrill Lynch Series A
Shares free and clear of
any and all option, call, contract, commitment, mortgage, pledge, security
interest, encumbrance,
lien, tax, claim or charge of any kind or right
of others of whatever nature (collectively, a "Lien") of any kind.

       

      Section 2.2  
Authority
Relative to this Agreement and the
Amended Merrill Lynch Stockholder
Agreement.  Merrill Lynch has the requisite
corporate power and
authority to execute and deliver this Agreement and the Amended Merrill Lynch
Stockholder Agreement and to consummate the transactions contemplated hereby and
thereby.  The execution and delivery of this Agreement and the Amended
Merrill Lynch Stockholder Agreement by Merrill Lynch,
and

       

       

      
        
          
          

        

        
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      the consummation by Merrill Lynch of the
transactions contemplated hereby and thereby have been duly authorized by
Merrill Lynch's board of directors, and no other corporate or stockholder
proceedings on the part of Merrill Lynch are necessary to
authorize this Agreement, or the Amended Merrill Lynch Stockholder Agreement, or
for Merrill Lynch to consummate the transactions contemplated hereby or
thereby.  This Agreement and the Amended Merrill Lynch Stockholder
Agreement have been duly and validly
executed and delivered by Merrill Lynch and, assuming the due authorization,
execution and delivery thereof by BlackRock, constitute the valid and binding
obligations of Merrill Lynch, enforceable against it in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency or other equitable
remedies.

       

      Section 2.3  
Governmental
Approvals.  Other than the Foreign Approvals,
no material consent, approval, authorization or
order of, or registration, qualification or filing with, any court, regulatory
authority, governmental body or any other third party is required to be obtained
or made by Merrill Lynch for the execution, delivery or performance by Merrill
Lynch of this Agreement
or the Amended Merrill
Lynch Stockholder Agreement
or the consummation by Merrill Lynch of the transactions contemplated
hereby or
thereby.

       

      Section 2.4  
Receipt of
Information.  Merrill Lynch has received all the information it
considers necessary or appropriate for deciding whether to acquire the
Exchange Shares.  Merrill Lynch has had an opportunity to ask questions
and receive answers from BlackRock regarding the terms and conditions of
the offering of the Exchange Shares and the business and financial
condition of BlackRock and to obtain additional information (to the extent BlackRock possessed such information or could
acquire it without unreasonable effort or expense) necessary to verify the
accuracy of any information furnished to it or to which it had
access.   Merrill Lynch has not received, and is not relying on, any representations or
warranties from BlackRock, other than as provided
herein.

       

      Section 2.5  
Restricted
Securities.  Merrill Lynch understands that the Exchange Shares may not be sold, transferred or
otherwise disposed of without registration under the Securities Act of 1933, as amended (the "Securities
Act") or an exemption therefrom, and that in
the absence of an effective registration statement covering the Exchange Shares or an available exemption from
registration under the Securities Act, the Exchange Shares must be held
indefinitely.  In particular, Merrill Lynch is aware that the Exchange Shares may not be sold pursuant to Rule 144
promulgated under the Securities Act unless all of the conditions of the
rule are
met.

       

      Section 2.6  
Legends.  It is understood that, in addition to the legend
required by the Amended Merrill Lynch Stockholder Agreement, the certificates evidencing the
Exchange Shares will bear the following legend: 

       

      "These
securities have not been registered under the Securities Act of 1933, as
amended.  They may not be sold, offered for sale, pledged or
hypothecated in the absence of a registration statement in effect with respect
to the securities under such Act or an opinion of counsel satisfactory to
BlackRock, Inc. that such registration is not required."

       

       

      
        
          
          

        

        
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      ARTICLE
III


       

      REPRESENTATIONS AND
WARRANTIES OF BLACKROCK

       

      Section 3.1  
Exchange
Shares.  The Exchange Shares and the shares of Common Stock issuable
upon conversion of the Exchange Shares have been duly and validly authorized,
and, when issued upon the terms hereof, will be fully paid, nonassessable and
free of statutory preemptive rights and contractual stockholder preemptive
rights, with no personal liability attaching to the ownership
thereof.

       

      Section 3.2  
Authority
Relative to this
Agreement
and the
Amended
Merrill Lynch
Stockholder
Agreement.  BlackRock has the requisite corporate power and
authority to execute and deliver this Agreement and the Amended Merrill Lynch Stockholder
Agreement and, as of the Closing, will have the
requisite corporate power and authority to consummate the transactions contemplated
hereby and
thereby.  The
execution and delivery of this Agreement and the Amended Merrill Lynch Stockholder
Agreement by BlackRock have been, and as of the Closing, the consummation by BlackRock of the transactions contemplated hereby and thereby will have been, duly authorized by BlackRock's board of directors (including a majority of BlackRock's
Independent Directors (as
defined in the Merrill
Lynch Stockholder Agreement), and no other corporate or stockholder
proceedings on the part of
BlackRock are necessary to authorize this
Agreement and the Amended Merrill Lynch Stockholder
Agreement or, as of the Closing, will be
necessary for BlackRock to consummate the transactions
contemplated hereby or
thereby.  This
Agreement and the Amended Merrill Lynch Stockholder
Agreement have been duly and validly executed and
delivered by BlackRock and, assuming the due authorization,
execution and delivery thereof by Merrill Lynch, constitute the valid and binding
obligations of BlackRock, enforceable against BlackRock in accordance with their terms, except as may be limited by
bankruptcy, insolvency or other equitable remedies.

       

      Section 3.3  
Governmental
Approvals. Other than the Foreign Approvals,
no material consent, approval, authorization or
order of, or registration,
qualification or filing with, any court, regulatory authority, governmental body
or any other third party is required to be obtained or made by BlackRock for the
execution, delivery or performance by BlackRock of this Agreement or the Amended Merrill Lynch Stockholder
Agreement or the consummation by BlackRock of the transactions contemplated
thereby, except those contemplated hereby or thereby.

       

      ARTICLE
IV


       

      ADDITIONAL
AGREEMENTS

       

      Section 4.1  
Compliance
with Merrill
Lynch Stockholder Agreement and Related Agreements.  (a) The parties intend that this Agreement
and the transactions
contemplated hereby be
consistent with the conditions and restrictions applicable to the parties and/or
their affiliates pursuant to the Merrill Lynch Stockholder
Agreement.  BlackRock and Merrill Lynch shall take all commercially reasonable
actions necessary, and deliver any necessary consent or
waiver, to (i) comply with the provisions of
the Merrill Lynch Stockholder

       

       

      
        
          
          

        

        
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      Agreement relating to the exchange of the Merrill Lynch Common Shares and the Merrill Lynch Series A
Shares for the Exchange Shares pursuant hereto and (ii) obtain the Foreign
Approvals.

       

      (b)   For purposes of the consummation of the
Exchange Transactions, and, in the case of both clauses (i) and (ii) of this Section
4.1(b), solely with respect, and to the extent necessary, to effect the
consummation of the Exchange Transactions, but not with respect to any other
transaction involving BlackRock Capital Stock (as defined in the
Merrill Lynch Stockholder Agreement), (i)
Merrill Lynch hereby consents to and waives any rights it may have under
Sections 2.3, 3.5, 4.2(b), 4.2(c)(vii), 4.4 and 4.7 of the Merrill Lynch
Stockholder Agreement, and (ii) Merrill Lynch agrees that the agreement to
make, or cause to be made, the Merrill
Lynch Exchanges constitutes an amendment of Section 3.5(b) of the Merrill Lynch
Stockholder Agreement.  Merrill Lynch further acknowledges and agrees
that none of the transactions contemplated by this agreement or any other Transaction Agreement constitute a
"Change of Control of BlackRock" under the Amended and Restated Global
Distribution Agreement, dated as of July 16, 2008, by and between BlackRock and
Merrill Lynch.

       

      (c)   For purposes of the consummation of the
Exchange Transactions, and,
in the case of both clauses (i) and (ii) of this Section 4.1(c), solely with
respect, and to the extent necessary, to effect the consummation of the Exchange
Transactions, but not with respect to any other transaction involving
BlackRock Capital Stock, (i)  BlackRock
hereby consents to and waives any rights it may have under Sections 3.5 and 4.7
of the Merrill Lynch Stockholder Agreement and (ii) BlackRock agrees that the
agreement to make, or cause to be made, the Merrill Lynch Exchanges constitutes an amendment of Section
3.5(b) of the Merrill Lynch Stockholder Agreement.

       

      Section 4.2  
Commercially
Reasonable Efforts.
 The parties shall each cooperate with
each other and use (and shall cause their respective subsidiaries to use) their
respective commercially
reasonable efforts to promptly take or cause to be taken all necessary actions,
and do or cause to be done all things, necessary, proper or advisable under this
Agreement or the Merrill
Lynch Stockholder
Agreement and applicable
laws to consummate and make
effective all the transactions contemplated by this Agreement as soon as
practicable.

       

      Section 4.3  
Public
Announcements.  Except as may be required
by applicable law, no party hereto shall make any public announcements or
otherwise communicate with any news media with respect to this Agreement or
any of the transactions contemplated hereby, without prior consultation with the
other parties as to the timing and contents of any such announcement or
communications; provided, however, that nothing contained herein shall prevent any party from promptly
making all filings with any governmental entity or disclosures with the stock
exchange, if any, on which such party's capital stock is listed, as may, in
its judgment, be required in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.

       

       

      
        
          
          

        

        
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      ARTICLE
V


       

      CONDITIONS TO CLOSING OF
BLACKROCK

       

      The
obligation of BlackRock to acquire the Merrill Lynch Common Shares and the
Merrill Lynch Series A Shares from Merrill Lynch and to issue the Exchange
Shares to Merrill Lynch at the Closing is subject to the fulfillment to
BlackRock's satisfaction on or prior to the Closing Date of each of the
following conditions:

       

      Section 5.1  
Representations
and Warranties.  Each representation and
warranty made by
Merrill Lynch in Article II above shall be true and
correct on and as of the Closing Date as though made as of the Closing
Date.

       

      Section 5.2  
Performance.  All covenants, agreements
and conditions contained in this Agreement to be performed or complied with by
Merrill Lynch on or prior to the Closing Date shall
have been performed or complied with by Merrill Lynch, as applicable, in all
respects.

       

      Section 5.3  
Certificates
and Documents.  Merrill Lynch shall have delivered at or prior to the
Closing to BlackRock
or its designee the Merrill Lynch Closing Deliveries.

       

      Section 5.4  
Merrill
Lynch Merger.  The Merrill Lynch Merger
shall have occurred.

       

      Section 5.5  
PNC
Exchanges.  Simultaneously with the
Closing, PNC shall consummate the PNC Exchanges, whereby
PNC shall have exchanged 17,872,000 shares of Common Stock for a like number of shares of Series B Preferred Stock and 2,900,000 shares of Common Stock for a like number of shares of BlackRock's Series C non-voting convertible
participating preferred stock, par value $0.01 per share (the "Series
C Preferred
Stock"), with such terms substantially as set
forth in the Certificate of Designations, Powers,
Preferences and Rights of Series C Convertible Participating Preferred Stock of
BlackRock, Inc., in the form attached as Exhibit C hereto (the "Series
C
Certificate
of Designations"), pursuant to an exchange agreement
between PNC and BlackRock (the "PNC
Exchange Agreement"), substantially in the form of Exhibit D hereto.

       

      Section 5.6  
PNC
Stockholder Agreement.  At or prior to the Closing,
BlackRock and PNC shall have entered into the Amended and Restated
Stockholder Agreement substantially in the form of Exhibit E hereto.

       

      Section 5.7  
Foreign
Approvals. 
The Foreign Approvals shall have been received.

       

       

      
        
          
          

        

        
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      ARTICLE
VI

       

      CONDITIONS TO CLOSING OF
MERRILL
LYNCH

       

      The
obligation of Merrill Lynch to acquire the Exchange Shares from BlackRock, and
to transfer the Merrill Lynch Common Shares and the Merrill Lynch Series A
Shares to BlackRock, at the Closing is subject to the fulfillment to Merrill
Lynch's satisfaction on or prior to the Closing Date of each of the following
conditions:

       

      Section 6.1  
Representations
and Warranties.  Each representation and
warranty made by BlackRock in Article III above shall be true and correct
on and as of the Closing
Date as though made as of the Closing Date.

       

      Section 6.2  
Performance.  All covenants,
agreements and conditions
contained in this Agreement to be performed or complied with by BlackRock on or prior to the Closing Date shall
have been performed or complied with by BlackRock in all respects.

       

      Section 6.3  
Certificates
and Documents.  BlackRock shall have delivered at or prior to the Closing to
Merrill Lynch the BlackRock Closing Deliveries.

       

      Section 6.4  
Merrill
Lynch Merger.  The Merrill Lynch Merger
shall have occurred.

       

      Section 6.5  
PNC
Exchanges.  Simultaneously with the Closing,
BlackRock and PNC shall have consummated the PNC Exchanges pursuant to the PNC Exchange Agreement,
with terms substantially as set forth in Exhibit E
hereto.

       

      Section 6.6  
PNC
Stockholder Agreement.  At or prior to the Closing,
BlackRock and PNC shall have entered into the Amended and Restated Stockholder
Agreement substantially in
the form of Exhibit E hereto.

       

      Section 6.7  
Foreign
Approvals. 
The Foreign Approvals shall have been received.

       

      ARTICLE
VII

       

      MISCELLANEOUS

       

      Section 7.1  
Termination.  This Agreement may be
terminated prior to the Closing as follows: (i) at any time on or prior to the Closing
Date, by mutual written
consent of Merrill
Lynch and BlackRock; (ii) at the election of Merrill Lynch or BlackRock by written notice to the other
party hereto after 5:00 p.m., New York time,
on March 31, 2009, if the Closing shall not have
occurred, unless such date
is extended by the mutual written consent of Merrill Lynch and BlackRock; provided, however, that the right to
terminate this Agreement pursuant to this clause (ii) shall not be available to
a party whose failure or whose affiliate's

       

       

       

      
        
          
          

        

        
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      failure to perform or observe in any material respect any of
its obligations under this Agreement in any manner shall have been the principal
cause of or resulted in the failure of the Closing to occur on or before such
date; or (iii) at the
election of Merrill Lynch or BlackRock by written notice to the other party
if the PNC Exchange Agreement is terminated prior to the Closing either because any Foreign Approval has not
been obtained prior to March 31, 2009 or any Foreign Approval has been
denied.

       

      Section 7.2  
Savings
Clause.  No
provision of this Agreement
shall be construed to require any party or its affiliates to take any action
that would violate any applicable law (whether statutory or common), rule or
regulation.

       

      Section 7.3  
Amendment
and Waiver.  Except as otherwise
provided herein, this Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties
hereto.  The failure of any party to enforce any of the provisions of
this Agreement shall in no way be construed as a waiver of such provisions and
shall not affect the right of such party
thereafter to enforce each and every provision of this Agreement in accordance
with its terms.

       

      Section 7.4  
Severability.  If any provision of this
Agreement shall be declared by any court of competent jurisdiction to be
illegal, void or
unenforceable, all other provisions of this Agreement shall not be affected and
shall remain in full force and effect.

       

      Section 7.5  
Entire
Agreement.  Except as otherwise
expressly set forth herein, this Agreement, together with the several agreements
and other documents and
instruments referred to herein or therein or annexed hereto, embody the complete
agreement and understanding among the parties hereto with respect to the subject
matter hereof and supersede and preempt any prior understandings, agreements or
representations by or among the parties,
written or oral, that may have related to the subject matter hereof in any
way.  Without limiting the generality of the
foregoing, to the extent that any of the terms hereof are inconsistent with the
rights or obligations of
Merrill Lynch under any other agreement with BlackRock, the terms of this
Agreement shall govern.

       

      Section 7.6  
Successors
and Assigns.  Neither this Agreement nor
any of the rights or obligations of any party under this Agreement shall be
assigned, in whole or in
part by any party without the prior written consent of the other
parties.

       

      Section 7.7  
Counterparts.  This Agreement may be
executed in separate counterparts each of which shall be an original and all of
which taken together shall constitute one and the same agreement.

       

      Section 7.8  
Remedies.

       

      (a)   Each party hereto acknowledges that
monetary damages would not be an adequate remedy in the event that each and
every one of the covenants or agreements in this Agreement are not performed in
accordance with their terms, and it is therefore agreed that, in addition to and without
limiting any other remedy or right it may have, the non-breaching party will
have the right to an injunction, temporary restraining order or other equitable
relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically
each and

       

       

      
        
          
          

        

        
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      every one of the terms and provisions
hereof.  Each party hereto agrees not to oppose the granting of such
relief in the event a court determines that such a breach has occurred, and to
waive any requirement for the securing or posting of any bond
in connection with such remedy.

       

      (b)   All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof
by any party shall not preclude the simultaneous or later exercise of any other
such right, power or remedy by such party.

       

      Section 7.9  
Notices.  All notices and other
communications hereunder shall be in writing and shall be deemed given if delivered personally,
telecopied (upon telephonic confirmation of receipt), on the first business day
following the date of dispatch if delivered by a recognized next day courier
service, or on the third business day following the date of mailing if delivered by registered or
certified mail, return receipt requested, postage prepaid.  All notices hereunder shall be delivered
as set forth below, or pursuant to such other instructions as may be designated
in writing by the party to receive such notice.

       

       

      If to
BlackRock:

       

      c/o
BlackRock, Inc.

      40 East
52nd
Street

      New York,
NY 10022

      Facsimile:  212-810-8760

      Attn:  
Laurence D. Fink

       

      with a
copy (which shall not constitute notice) to:

       

      Skadden,
Arps, Slate, Meagher & Flom LLP

      Four
Times Square

      New York,
NY 10036

      Facsimile:  212-735-2000

      Attention:  Richard
T. Prins, Esq.

       

      If to
Merrill Lynch:

       

      Merrill
Lynch & Co., Inc.

      Four
World Financial Center

      250 Vesey
Street

      New York,
NY  10080

      Facsimile:  212-670-4518

      Attention:  Richard
E. Alsop, Esq.

       

       

      
        
          
          

        

        
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      with a
copy (which shall not constitute notice) to:

       

      Wachtell,
Lipton, Rosen & Katz

      51 West
52nd
Street

      New York,
NY 10019

      Facsimile:  212-403-2000

      Attention:   Nicholas
G. Demmo, Esq.

       

      Section 7.10  
Governing
Law; Consent to Jurisdiction. 

       

      (a)   This Agreement shall be governed by and
construed in accordance
with the laws of the State of Delaware without giving effect to the principles
of conflicts of law.  Each of the parties hereto hereby
irrevocably and unconditionally consents to submit to the exclusive jurisdiction
in the Court of Chancery of
the State of Delaware or any court of the United States located in the State of
Delaware, for any action, proceeding or investigation in any court or before any
governmental authority ("Litigation") arising out of or relating to this
Agreement and the transactions contemplated
hereby.  Each of the parties hereto hereby
irrevocably and unconditionally waives, and agrees not to assert, by way of
motion, as a defense, counterclaim or otherwise, in any such Litigation, the
defense of sovereign immunity, any claim that it is not personally subject
to the jurisdiction of the aforesaid courts for any reason other than the
failure to serve process in accordance with this Section 7.10, that it or its property is exempt or
immune from jurisdiction of any such court or from any legal process commenced in
such courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise),
and to the fullest extent permitted by applicable law, that the Litigation in any such court is
brought in an inconvenient forum, that the venue of such Litigation is improper,
or that this Agreement, or the subject matter hereof, may not be enforced in or
by such courts and further irrevocably waives, to the fullest extent permitted by applicable
law, the benefit of any defense that would hinder, fetter or delay the levy,
execution or collection of any amount to which the party is entitled pursuant to
the final judgment of any court having jurisdiction. Each of the parties irrevocably and
unconditionally waives, to the fullest extent permitted by applicable law, any
and all rights to trial by jury in connection with any Litigation arising out of
or relating to this Agreement or the transactions contemplated hereby.

       

      (b)   Each of the parties expressly
acknowledges that the foregoing waiver is intended to be irrevocable under the
laws of the State of Delaware and of the United States of America; provided that consent by Merrill Lynch and
BlackRock to jurisdiction and service contained in this Section
7.10 is solely for the purpose referred to
in this Section 7.10 and shall not be deemed to be a general
submission to said courts or in the State of Delaware other than for such
purpose.

       

      Section 7.11  
Interpretation.  The table of
contents and headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.  Whenever the words "include", "includes" or "including" are used in this Agreement, they shall
be deemed to be followed by
the words "without limitation".

       

       

      
        
          
          

        

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

       

      
        
          	 
      	 
      	
                  MERRILL
      LYNCH & CO., INC.

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	 
      /s/ Gregory J. Fleming	 
      
	 
      	 
      	 
      	
                  Name:
      Gregory J. Fleming

                	 
      
	 
      	 
      	 
      	
                  Title:
      President

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  BLACKROCK,
      INC.

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  /s/
      Daniel R. Waltcher

                	 
      
	 
      	 
      	 
      	
                  Name:

                	
                  Daniel
      R. Waltcher

                	 
      
	 
      	 
      	 
      	
                  Title:

                	
                  Managing
      Director and

                  Deputy
      General Counsel

                	 
      
	 
      	 
      	 
      	 
      	 
      


        

      

       

       

       

       

       

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