AMENDMENT NO. 2 TO FIVE-YEAR REVOLVING CREDIT AGREEMENT

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THIS AMENDMENT NO. 2 TO FIVE-YEAR REVOLVING CREDIT AGREEMENT (this “Amendment”) is dated as of March 28, 2013, by and among BLACKROCK, INC., a Delaware corporation (the “Company”), the Designated Borrowers party hereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the banks and other financial institutions or entities party hereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

 

 

The Borrowers, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of March 10, 2011 (as amended by that certain Amendment No. 1 to Five-Year Revolving Credit Agreement dated as of March 30, 2012, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have extended certain credit facilities to the Borrowers.

 

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

 

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

 

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

 

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

 

(a)           Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Maturity Date” in its entirety and replacing it with the following:

 

“‘Maturity Date’ means the earliest to occur of (a) March 28, 2018 (as such date may be extended with respect to consenting Lenders pursuant to Section 2.10), (b) the date of termination by the Company pursuant to Section 2.6, or (c) the date of termination pursuant to Section 11.2(a).”

 

(b)           The Aggregate Commitments under the Credit Agreement are increased from $3,785,000,000 prior to the effectiveness of this Amendment to $3,990,000,000 upon the effectiveness of this Amendment, and Schedule 1.1(b) to the Credit Agreement is replaced with a revised Schedule 1.1(b) attached hereto as Exhibit A to this Amendment, which such Schedule 1.1(b) reflects the Commitments of all the Lenders upon the effectiveness of this Amendment.

 

For the avoidance of doubt, (i) the amendment set forth in subsection 2(a) above shall not constitute a utilization of the Company’s option to request extensions of the Maturity Date in respect of the Revolving Credit Facility pursuant to Section 2.10 of the Credit Agreement and (ii) the amendment

 

 

set forth in subsection 2(b) above shall not constitute a utilization of any optional increase of the Aggregate Commitments pursuant to Section 2.7 of the Credit Agreement.

 

(c)           The cover page of the Credit Agreement is hereby amended such that Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc.  are designated as additional Joint Lead Arrangers and Joint Bookrunners thereunder.  For the avoidance of doubt, the parties hereto acknowledge that each of (i) Wells Fargo Securities, LLC, (ii) Citigroup Global Markets Inc., (iii) Merrill Lynch, Pierce, Fenner & Smith Incorporated, (iv) Barclays Capital, (v) J.P. Morgan Securities LLC, (vi) Morgan Stanley Senior Funding, Inc., (vii) Deutsche Bank Securities Inc. and (viii) HSBC Securities (USA) Inc. shall be named as joint lead arrangers for the purposes of this Amendment.

 

3.           Effectiveness.  This Amendment shall become effective on the date when the Administrative Agent or Wells Fargo Securities, LLC (“Wells Fargo Securities”), as applicable, shall have received (a) counterparts of this Amendment executed by the Borrowers, the Guarantor and all of the Lenders and (b) payment of all fees, costs and expenses set forth in Sections 7(a) and (b) of this Amendment.

 

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

 

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

 

6.           Acknowledgement and Reaffirmation.  By their execution hereof, each Borrower and the Guarantor hereby expressly (a) consents to this Amendment and to the amendments to the Credit Agreement set forth herein, (b) acknowledges that the covenants, representations, warranties and other

 

 

obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which such Borrower or the Guarantor is a party remain in full force and effect (it being understood and agreed that to the extent any such covenants, representations, warranties or other obligations are expressly modified herein, such covenants, representations, warranties or obligations shall continue in full force and effect as expressly modified herein) and (c) acknowledges and agrees that this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

 

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

 

(a)           in accordance with Section 13.3 of the Credit Agreement, but subject to the provisions set forth in Section 5 of that certain commitment letter dated as of March 5, 2013 from Wells Fargo and the other commitment parties thereto to the Company, all reasonable and invoiced out-of-pocket costs and expenses of the Administrative Agent and Wells Fargo Securities in connection with the preparation, execution, delivery, administration of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable and invoiced fees and out-of-pocket expenses of counsel for the Administrative Agent and Wells Fargo Securities;

 

(b)           all fees payable pursuant to that certain letter agreement by and among the Company, Wells Fargo, Wells Fargo Securities and Citigroup Global Markets Inc., dated as of March 5, 2013; and

 

(c)           without duplication of any amount payable pursuant to subparagraph (b) above, a fee to each Lender whose Commitment is increased (including any new Lender who did not hold a Commitment prior to this Amendment) as a result thereof in an amount equal to 0.08% times the amount by which the Commitment of such Lender on the date of this Amendment exceeds the Commitment of such Lender in effect prior to the effectiveness of this Amendment.

 

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

 

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

 

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

 

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

 

[Signature Pages Follow]

 

 

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

 

	BORROWERS:
	BLACKROCK, INC., as Borrower and Guarantor
	By:	/s/ Amy Engel
	Name:	Amy Engel
	Title:	Managing Director and Treasurer

	BLACKROCK GROUP LIMITED, as Designated Borrower
	By:	/s/ James DesMarais
	Name:	James DesMarais
	Title:	Director

	BLACKROCK HOLDINGS DEUTSCHLAND GMBH, as Designated Borrower
	By:	/s/ Peter Lohse
	Name:	Peter Lohse
	Title:	Geschäftsführer

	By:
	Name:
	Title:

 

	AGENT AND LENDERS:
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender, L/C Agent and Lender
	By:	/s/ Tracy Moosbrugger
	Name:	Tracy Moosbrugger
	Title:	Managing Director

 

	CITIBANK, N.A., as Lender
	By:	/s/ Maureen Maroney
	Name:	Maureen Maroney
	Title:	Authorized Signatory

	JPMORGAN CHASE BANK, N.A., as Lender
	By:	/s/ Ayesha Umer
	Name:	Ayesha Umer
	Title:	Vice President

	MORGAN STANLEY BANK, N.A., as Lender
	By:	/s/ Michael King
	Name:	Michael King
	Title:	Authorized Signatory

	BANK OF AMERICA, N.A., as Lender
	By:	/s/ Juan S. Agudelo
	Name:	Juan S. Agudelo
	Title:	Assistant Vice President

	BARCLAYS BANK PLC, as Lender
	By:	/s/ Gregory Fishbein
	Name:	Gregory Fishbein
	Title:	Assistant Vice President

	DEUTSCHE BANK AG NEW YORK BRANCH, as Lender
	By:	/s/ Virginia Cosenza
	Name:	Virginia Cosenza
	Title:	Vice President
	By:	/s/ Ming K. Chu
	Name:	Ming K. Chu
	Title:	Vice President

	HSBC BANK USA, NATIONAL ASSOCIATION, as Lender
	By:	/s/ Stephanie W. Lee
	Name:	Stephanie W. Lee
	Title:	Director

	THE ROYAL BANK OF SCOTLAND plc, as Lender
	By:	/s/ Karen Beatty
	Name:	Karen Beatty
	Title:	Director

	UBS AG, STAMFORD BRANCH, as Lender
	By:	/s/ Lana Gifas
	Name:	Lana Gifas
	Title:	Director
		Banking Products Services, US
	By:	/s/ Joselin Fernandes
	Name:	Joselin Fernandes
	Title:	Associate Director
		Banking Products Services, US

	CREDIT SUISSE AG, Cayman Islands Branch, as Lender
	By:	/s/ Doreen Barr
	Name:	Doreen Barr
	Title:	Director
	By:	/s/ Sanja Gazahi
	Name:	Sanja Gazahi
	Title:	Associate

	MIZUHO CORPORATE BANK, LTD., as Lender
	By:	/s/ David Lim
	Name:	David Lim
	Title:	Authorized Signatory

	GOLDMAN SACHS BANK USA, as Lender
	By:	/s/ Mark Walton
	Name:	Mark Walton
	Title:	Authorized Signatory

	STATE STREET BANK AND TRUST COMPANY, as Lender
	By:	/s/ Karen A. Gallagher
	Name:	Karen A. Gallagher
	Title:	Vice President

	THE BANK OF NEW YORK MELLON, as Lender
	By:	/s/ Joanne Carey
	Name:	Joanne Carey
	Title:	Vice President

	ROYAL BANK OF CANADA, as Lender
	By:	/s/ Greg DeRise
	Name:	Greg DeRise
	Title:	Authorized Signatory

	U.S. BANK NATIONAL ASSOCIATION, as Lender
	By:	/s/ Barry K. Chung
	Name:	Barry K. Chung
	Title:	SVP

	BNP PARIBAS, as Lender
	By:	/s/ Kip Testwuide
	Name:	Kip Testwuide
	Title:	Co-Head of Fixed Income Americas
	By:	/s/ Edward Speal
	Name:	Edward Speal
	Title:	Managing Director

	CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Lender
	By:	/s/ Charles Kornberger
	Name:	Charles Kornberger
	Title:	MD
	By:	/s/ Walter J. Buckley
	Name:	Walter J. Buckley
	Title:	Managing Director

	BANCO SANTANDER, S.A., NEW YORK BRANCH, as Lender
	By:	/s/ Rita Walz-Cuccioli
	Name:	Rita Walz-Cuccioli
	Title:	Executive Director
		Banco Santander, S.A., New York Branch
	By:	/s/ Terence Corcoran
	Name:	Terence Corcoran
	Title:	Senior Vice President
		Banco Santander, S.A., New York Branch

	SOCIETE GENERALE, as Lender
	By:	/s/ Shelley Yu
	Name:	Shelley Yu
	Title:	Director

	STANDARD CHARTERED BANK, as Lender
	By:	/s/ John Fell
	Name:	John Fell
	Title:	Managing Director & Head of Funds, Americas
	By:	/s/ Robin Francis
	Name:	Robin Francis
	Title:	Manager

	SUMITOMO MITSUI BANKING CORPORATION, as a Lender and as the Japanese Yen Lender
	By:	/s/ William G. Karl
	Name:	William G. Karl
	Title:	General Manager

	NOMURA INTERNATIONAL PLC, as Lender
	By:	/s/ Sean P. Kelly
	Name:	Sean P. Kelly
	Title:	Managing Director

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Lender
	By:	/s/ Oscar D. Cortez
	Name:	Oscar D. Cortez
	Title:	Vice President

		Commitment				Percentage
Wells Fargo Bank, National Association		$	255,000,000.00				6.4	%
Citibank, N.A.		$	255,000,000.00				6.4	%
JPMorgan Chase Bank, N.A.		$	255,000,000.00				6.4	%
Morgan Stanley Bank, N.A.		$	255,000,000.00				6.4	%
Bank of America, N.A.		$	255,000,000.00				6.4	%
Barclays Bank PLC		$	255,000,000.00				6.4	%
Deutsche Bank AG New York Branch		$	255,000,000.00				6.4	%
HSBC Bank USA, N.A.		$	255,000,000.00				6.4	%
The Royal Bank of Scotland plc		$	170,000,000.00				4.3	%
UBS AG, Stamford Branch		$	170,000,000.00				4.3	%
Credit Suisse AG		$	170,000,000.00				4.3	%
Mizuho Corporate Bank, Ltd.		$	170,000,000.00				4.3	%
Goldman Sachs Bank USA		$	170,000,000.00				4.3	%
State Street Bank and Trust Company		$	170,000,000.00				4.3	%
The Bank of New York Mellon		$	170,000,000.00				4.3	%
Royal Bank of Canada		$	170,000,000.00				3.0	%
U.S. Bank National Association		$	120,000,000.00				3.0	%
BNP Paribas		$	120,000,000.00				1.3	%
Credit Agricole Corporate & Investment Bank		$	50,000,000.00				1.3	%
Banco Santander, SA, New York Branch		$	50,000,000.00				1.3	%
Societe Generale		$	50,000,000.00				1.3	%
Standard Chartered Bank		$	50,000,000.00				1.3	%
Sumitomo Mitsui Banking Corporation		$	50,000,000.00				1.3	%
Nomura International PLC		$	50,000,000.00				1.3	%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.		$	50,000,000.00				1.3	%
Total		$	3,990,000.00				100.000000000	%