0001193125-05-046630 Sample Contracts

REGISTRATION RIGHTS AGREEMENT dated as of February 23, 2005 between BLACKROCK, INC. and MORGAN STANLEY & CO. INCORPORATED, as representative of the Initial Purchasers
Registration Rights Agreement • March 10th, 2005 • Blackrock Inc /Ny • Investment advice • New York

REGISTRATION RIGHTS AGREEMENT dated as of February 23, 2005 between Blackrock, Inc., a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated, as representative of the several initial purchasers listed on Schedule I (the “Initial Purchasers”) to be named in the Purchase Agreement dated February 16, 2005 (the “Purchase Agreement”) with the Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

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BLACKROCK, INC. as Issuer AND JPMORGAN CHASE BANK, N.A. as Trustee INDENTURE Dated as of February 23, 2005 2.625% Convertible Debentures due 2035
Blackrock Inc /Ny • March 10th, 2005 • Investment advice • New York

INDENTURE dated as of February 23, 2005 between BlackRock, Inc., a Delaware corporation, as issuer (hereinafter sometimes called the “Company”, as more fully set forth in Section 1.01), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (hereinafter sometimes called the “Trustee”, as more fully set forth in Section 1.01).

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