Exhibit (p)
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SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is entered into as of the
16th day of July, 2001, between BlackRock Florida Municipal Income Trust, a
business trust organized and existing under the laws of Delaware (the
"Trust"), and BlackRock Advisors, Inc. or one of its affiliates (the
"Purchaser").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE OF THE SHARES
1.1 SALE AND ISSUANCE OF SHARES. Subject to the terms and
conditions of this Agreement, the Trust agrees to sell to the Purchaser,
and the Purchaser agrees to purchase from the Trust 8,028 common shares of
beneficial interest, par value $0.001, representing undivided beneficial
interests in the Trust (the "Shares") at a price per Share of $14.325 for
an aggregate purchase price of $115,001.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
PURCHASER. The Purchaser hereby represents and warrants to, and covenants
for the benefit of, the Trust that:
2.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is
made by the Trust with the Purchaser in reliance upon the Purchaser's
representation to the Trust, which by the Purchaser's execution of this
Agreement the Purchaser hereby confirms, that the Shares are being acquired
for investment for the Purchaser's own account, and not as a nominee or
agent and not with a view to the resale or distribution by the Purchaser of
any of the Shares, and that the Purchaser has no present intention of
selling, granting any participation in, or otherwise distributing the
Shares, in either case in violation of any securities registration
requirement under applicable law, but subject nevertheless, to any
requirement of law that the disposition of its property shall at all times
by within its control. By execut ing this Agreement, the Purchaser further
represents that the Purchaser does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person, with respect to any of
the Shares.
2.2 INVESTMENT EXPERIENCE. The Purchaser acknowledges
that it can bear the economic risk of the investment for an indefinite
period of time and has such knowledge and experience in financial and
business matters (and particularly in the business in which the Trust
operates) as to be capable of evaluat ing the merits and risks of the
investment in the Shares. The Purchaser is an "accred ited investor" as
defined in Rule 501(a) of Regulation D under the Securities Act of 1933
(the "1933 Act").
2.3 RESTRICTED SECURITIES. The Purchaser understands that
the Shares are characterized as "restricted securities" under the United
States securi ties laws inasmuch as they are being acquired from the Trust
in a transaction not involving a public offering and that under such laws
and applicable regulations such Shares may be resold without registration
under the 1933 Act only in certain circum stances. In this connection, the
Purchaser represents that it understands the resale limitations imposed by
the 1933 Act and is generally familiar with the existing resale limitations
imposed by Rule 144.
2.4 FURTHER LIMITATIONS ON DISPOSITION. The Pur chaser
further agrees not to make any disposition directly or indirectly of all or
any portion of the Shares unless and until:
(a) There is then in effect a registration statement
under the 1933 Act covering such proposed disposition and such disposition
is made in accordance with such registration statement; or
(b) The Purchaser shall have furnished the Trust with an
opinion of counsel, reasonably satisfactory to the Trust, that such
disposition will not require registration of such Shares under the 1933
Act.
(c) Notwithstanding the provisions of subsections (a) and
(b) above, no such registration statement or opinion of counsel shall be
necessary for a transfer by the Purchaser to any affiliate of the
Purchaser, if the transferee agrees in writing to be subject to the terms
hereof to the same extent as if it were the original Purchaser hereunder.
2.5 LEGENDS. It is understood that the certificate
evidencing the Shares may bear either or both of the following legends:
(a) "These securities have not been registered under the
Securities Act of 1933. They may not be sold, offered for sale, pledged or
hypothecated in the absence of a registration statement in effect with
respect to the Shares under such Act or an opinion of counsel reasonably
satisfactory to the Trustees of BlackRock Florida Municipal Income Trust
that such registration is not required."
(b) Any legend required by the laws of any other
applicable jurisdiction.
The Purchaser and the Trust agree that the legend
contained in the paragraph (a) above shall be removed at a holder's request
when they are no longer necessary to ensure compliance with federal
securities laws.
2.6 COUNTERPARTS. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same
instrument.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
BLACKROCK FLORIDA
MUNICIPAL INCOME TRUST
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title: President, Chief Executive
Officer and Chief
Financial Officer
BLACKROCK ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title: President
