Agreement, and (b) such other matters
as the Dealer may reasonably request.
[Signature Page Follows]
13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.
BLACKROCK, INC., as Issuer
CITIGROUP GLOBAL MARKETS INC., as Dealer By:
/s/ Philippe Matsumoto
By:
/s/ Jean-Luc Sinniger
Name:
Philippe Matsumoto
Name:
Jean-Luc Sinniger Title:
Treasurer and
Managing Director
Title:
Director
Amended and Restated
Commercial Paper Dealer Agreement
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
1. The other dealers referred to in clause (b) of Section 1.2 of the Agreement
are Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.
2. The addresses of the respective parties for purposes of notices under
Section 7.1 are as follows:
For the Issuer:
Address: 40 East 52nd Street, New York, New York 10022
Attention: Philippe Matsumoto
Email address: 
Telephone number: (212) 810-3767
Fax number: (212) 810-3144
with a copy to
Attention: Armando Gochuico
Email address: 
Fax number: 212-810-3144
For the Dealer:
Address: 390 Greenwich Street, 4th Floor, New York, New York 10013
Attention: Money Markets Origination
Telephone number: (212) 723-6669
Fax number: (212) 723-8624
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT
(I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE
ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND (III) IT IS EITHER (A) AN INSTITUTIONAL INVESTOR THAT
IS (1) AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT
(AN "INSTITUTIONAL ACCREDITED INVESTOR") AND (2) PURCHASING NOTES FOR (i) ITS
OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS
AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF
THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR
AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES
FOR ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE
MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING NOTES FOR ITS OWN ACCOUNT
OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH ACCOUNTS IS A QIB; AND THE PURCHASER
ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY UPON THE EXEMPTION FROM
THE REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT PROVIDED BY RULE 144A. BY
ITS ACCEPTANCE OF A NOTE, THE PURCHASER THEREOF SHALL ALSO BE