AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT Dated as of June 16, 2006

EXHIBIT 4.1

AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT

Dated as of June 16, 2006

THE BLACK & XXXXXX CORPORATION, a Maryland corporation (the “Company”), Black & Xxxxxx Holdings Inc., a Delaware corporation (“Holdings”), Black & Xxxxxx Luxembourg S.ar.L., a Société responsibilité limité organized under the laws of Luxembourg (“B&D Luxembourg”), Black & Xxxxxx Luxembourg Finance S.C.A., a corporate partnership limited by shares organized under the laws of Luxembourg (“B&D Luxembourg Finance” and together with the Company, Holdings and B&D Luxembourg, the “Borrowers”), the banks, financial institutions and other institutional lenders (collectively, the “Lenders”) and issuing banks (the “Issuing Banks”) listed on the signature pages hereof, and Citibank, N.A. (“Citibank”), as the administrative agent for the Lenders, hereby enter into this AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT, as of this 16th day of June, 2006, in order to amend in certain respects the FIVE-YEAR CREDIT AGREEMENT, dated as of October 29, 2004 (the “Agreement”) among the same parties.

The parties hereto agree as follows:

Section 1. Defined Terms. Terms defined in the Agreement and not otherwise defined herein have the meanings set forth in the Agreement.

Section 2. Amendment to Agreement. The Agreement is hereby amended by deleting therefrom in its entirety the definition of "GAAP" set forth in Section 1.01 thereof and inserting the following in place thereof:

“GAAP” means generally accepted accounting principles consistent with those applied in the preparation of the Financial Statements of the Company for the fiscal year of the Company ended December 31, 2005, filed with the Securities and Exchange Commission in the Annual Report of the Company on Form 10-K for such fiscal year, as modified for the Company’s adoption of the FASB’s Statement of Accounting Standards No. 123 (revised 2004), Share-Based Payment.

Section 3. Conditions to Effectiveness. This Amendment No. 1 shall be effective as of the date first above written when the Administrative Agent shall have received counterparts of this Amendment No. 1 signed by each of the Borrowers and by the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment.

Section 4. Representations. The Company hereby represents and warrants that (a) the representations and warranties contained in Section 4.01 of the Agreement, as amended hereby, are correct on and as of the date hereof; and (b) no event has occurred and is continuing that constitutes a Default.

Section 5. Reference to and Effect on the Agreement and the Notes. (a) On and after the effectiveness of this Amendment No. 1, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Agreement, and each reference in the Notes to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Agreement, shall mean and be a reference to the Agreement, as amended by this Amendment No. 1.

(b) The Agreement and the Notes, as specifically amended by this Amendment No. 1, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment No. 1 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

Section 6. Costs and Expenses. The Company agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration of this Amendment No. 1 and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.04 of the Agreement.

Section 7. Execution in Counterparts. This Amendment No. 1 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment No. 1 by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment No. 1.

Section 8. Governing Law.. This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their respective officers thereunto duly authorized, as of the date first above written.


	THE BLACK & XXXXXX CORPORATION By: /s/ XXXX XXXXXXXXXXX Name: Xxxx Xxxxxxxxxxx Title: Vice President - Investor Relations & Treasurer


	BLACK & XXXXXX HOLDINGS INC. By: /s/ XXXX XXXXXXXXXXX Name: Xxxx Xxxxxxxxxxx Title: Vice Chairman


	BLACK & XXXXXX LUXEMBOURG S.ar.L. By: /s/ XXXX XXXXXXXXXXX Name: Xxxx Xxxxxxxxxxx Title: Manager


	BLACK & XXXXXX LUXEMBOURG FINANCE S.C.A. By: /s/ XXXX XXXXXXXXXXX Name: Xxxx Xxxxxxxxxxx Title: Manager

Accepted and agreed:


CITIBANK, N.A., as Administrative Agent and as Lender By: /s/ XXXXXXX X. XXX Name: Xxxxxxx X. Xxx Title: Vice President


JPMORGAN CHASE BANK, N.A. By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Vice President


BANK OF AMERICA, N.A. By: /s/ J. XXXXX XXXXXXXX Name: J. Xxxxx Xxxxxxxx Title: Vice President


BNP PARIBAS By: /s/ XXXXXX X. XXXXXXXX XXXXXXXX Name: Xxxxxx X. Xxxxxxxx XxXxxxxx Title: Director


By: /s/ XXXXXX XXXXXXX XXXXXX Name: Xxxxxx Xxxxxxx Xxxxxx Title: Director


COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Senior Vice President


By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Assistant Treasurer


BARCLAYS BANK PLC By: /s/ XXXXXXXX XXXX Name: Xxxxxxxx Xxxx Title: Director


CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse First Boston, acting through its Cayman Islands Branch) By: /s/ XXX XXXXX Name: Xxx Xxxxx Title: Director


By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: Associate


HSBC BANK USA, NATIONAL ASSOCIATION By: /s/ XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Senior Vice President


MIZUHO CORPORATE BANK, LTD. By: /s/ XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Deputy General Manager


SOCIETE GENERALE By: /s/ XXXXX XXXXXXXXX Name: Xxxxx Xxxxxxxxx Title: Vice President


SUNTRUST BANK By: /s/ XXXXXXX X. XXXXXXXX, XX. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Vice President


THE BANK OF NEW YORK By: /s/ J. XXXXX XXXXXX, JR. Name: J. Xxxxx Xxxxxx, Jr. Title: Vice President


THE BANK OF NOVA SCOTIA By: /s/ XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Managing Director


BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Vice President


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (successor to The Bank of Tokyo-Mitsubishi Trust Company and UFJ Bank Limited) By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Vice President


FIFTH THIRD BANK By: /s/ XXXXXXXXX X. XXXXXX Name: Xxxxxxxxx X. Xxxxxx Title: Vice President


ING CAPITAL LLC By: /s/ XXXX XXXXXX Name: Xxxx Xxxxxx Title: Managing Director


PNC BANK, National Association By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Senior Vice President


SANPAOLO IMI SPA By: /s/ XXXX XXXXXX Name: Lucca Sacchi Title: Vice President


By: /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: General Manager


SKANDINAVISKA ENSKILDA XXXXXX XX By: Name: Title:

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AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT Dated as of June 16, 2006

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