Exhibit (k) (2)
BLACKROCK [STATE] MUNICIPAL INCOME TRUST
_______________________________________________
AUCTION AGENCY AGREEMENT
dated as of ___________ ____, 2001
Relating to
Municipal Auction Rate Cumulative Preferred Shares
Series _______________
of
BLACKROCK [STATE] MUNICIPAL INCOME TRUST
______________________________________________
The Bank of New York,
as Auction Agent
AUCTION AGENCY AGREEMENT
This Auction Agency Agreement (this "Agreement"), dated as of
________, 2001, is between BlackRock [State] Municipal Income Trust (the
"Trust") and The Bank of New York, a New York banking corporation.
The Trust proposes to issue an aggregate of ___________ preferred
shares, no par value, liquidation preference $25,000 per share, designated as
Municipal Auction Rate Cumulative Preferred Shares, Series _____ (the "Preferred
Shares"), pursuant to the Statement of Preferences (as defined below).
The Trust desires that The Bank of New York perform certain duties as
agent in connection with each Auction (as defined below) (in such capacity, the
"Auction Agent"), and as the transfer agent, registrar, dividend paying agent
and redemption agent with respect to the Preferred Shares (in such capacity, the
"Paying Agent"), upon the terms and conditions of this Agreement, and the Trust
hereby appoints The Bank of New York as said Auction Agent.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Trust and the Auction Agent agree as follows:
1. Definitions and Rules of Construction.
1.1 Terms Defined By Reference to Statement.
Capitalized terms not defined herein shall have the respective
meanings specified in the Statement.
1.2 Terms Defined Herein.
As used herein and in the Settlement Procedures, the following terms
shall have the following meanings, unless the context otherwise requires:
(1) "Agent Member" of any Person shall mean the member of, or
participant in, the Securities Depository that will act on behalf of a Bidder.
(2) "Agreement" shall mean the Agreement, together with the Request
and Acceptance Letter relating to one or more series of Preferred Shares.
(3) "Auction" shall have the meaning specified in Section 2.1 hereof.
(4) "Auction Procedures" shall mean the auction procedures
constituting Part II of the form of Statement as of the filing thereof.
(5) "Authorized Officer" of the Auction Agent shall mean each Vice
President, Assistant Vice President, Assistant Treasurer and Assistant Secretary
of the Auction Agent assigned to its Corporate Trust and Agency Group and every
other officer or employee of the Auction Agent designated as an "Authorized
Officer" for purposes hereof in a communication to the Trust.
(6) "Broker-Dealer Agreement" shall mean each agreement among the
Trust, the Auction Agent and a Broker-Dealer substantially in the form attached
hereto as Exhibit A.
(7) "Preferred Shares" shall mean the preferred shares, par value$.001
per share, of the Trust designated as its "Municipal Auction Rate Cumulative
Preferred Shares" and bearing such further designation as to series as the
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Board of Trustees, as the case may be, of the Trust or any committee thereof
shall specify; as set forth in the Request and Acceptance Letter.
(8) "Settlement Procedures" shall mean the Settlement Procedures
attached hereto as Exhibit B.
(9) "Statement" shall mean the Statement of Preferences of Municipal
Auction Rate Cumulative Preferred Shares, as the same may be amended,
supplemented or modified from time to time.
(10) "Trust Officer" shall mean the Chairman and Chief Executive
Officer, the President, each Vice President (whether or not designated by a
number or word or words added before or after the title "Vice President"), the
Secretary, the Treasurer, each Assistant Vice President, each Assistant
Secretary and each Assistant Treasurer of the Trust and every other officer or
employee of the Trust designated as a "Trust Officer" for purposes hereof in a
notice to the Auction Agent.
1.3 Rules of Construction.
Unless the context or use indicates another or different meaning or
intent, the following rules shall apply to the construction of the Agreement:
(1) Words importing the singular number shall include the plural
number and vice versa.
(2) The captions and headings herein are solely for convenience of
reference and shall not constitute a part of the Agreement nor shall they affect
its meaning, construction or effect.
(3) The words "hereof", "herein", "hereto" and other words of similar
import refer to the Agreement as a whole.
(4) All references herein to a particular time of day shall be to New
York City time.
2. The Auction.
2.1 Purpose; Incorporation by Reference of Auction Procedures and
Settlement Procedures.
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(1) The Board of Trustees of the Trust has adopted a resolution
appointing Bank of New York as Auction Agent for purposes of the Auction
Procedures. The Auction Agent hereby accepts such appointment and agrees that,
on each Auction Date, it shall follow the procedures set forth in this Section 2
and the Auction Procedures for the purpose of determining the Applicable Rate
for any Subsequent Rate Period of any series of Preferred Shares for which the
Applicable Rate is to be determined by auction. Each periodic operation of such
procedures is hereinafter referred to as an "Auction."
(2) All of the provisions contained in the Auction Procedures and the
Settlement Procedures are incorporated herein by reference in their entirety and
shall be deemed to be a part hereof to the same extent as if such provisions
were fully set forth herein.
2.2 Preparation for Each Auction; Maintenance of Registry of
Beneficial Owners.
(1) Not later than seven days prior to the first Auction Date for the
first series of Preferred Shares subject to an Auction, the Trust shall provide
the Auction Agent with a list of the Broker-Dealers. Not later than seven days
prior to any Auction Date for any series of Preferred Shares for which any
change in such list of Broker-Dealers is to be effective, the Trust will notify
the Auction Agent in writing of such change and, if any such change involves the
addition of a Broker-Dealer to such list, shall cause to be delivered to the
Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement
signed by such Broker-Dealer; provided, however, that if the Trust proposes to
designate any Special Rate Period of any series of Preferred Shares pursuant to
Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business
Day next preceding the Auction next preceding the first day of such Rate Period
or by such later time or date, or both, as may be agreed to by the Auction
Agent, the Trust shall provide the Auction Agent with a list of the Broker-
Dealers for such series and a manually signed copy of each Broker-Dealer
Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A
shall replace and supersede any previous Schedule A to such Broker-Dealer
Agreement) with each Broker-Dealer for such series. The Auction Agent and the
Trust shall have entered into a Broker-Dealer Agreement with each Broker-Dealer
prior to the participation of any such Broker-Dealer in any Auction.
(2) In the event that any Auction Date for any series of Preferred
Shares shall be changed after the Auction Agent shall have given the notice
referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or
after the
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notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent,
by such means as the Auction Agent deems practicable, shall give notice of such
change to the Broker-Dealers for such series not later than the earlier of 9:15
A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date.
(a) (i) The Auction Agent shall maintain a registry of the
beneficial owners of the Preferred Shares of each series who shall
constitute Existing Holders of Preferred Shares of such series for purposes
of Auctions and shall indicate thereon the identity of the respective
Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker-
Dealer submitted the most recent Order in any Auction which resulted in
such Existing Holder continuing to hold or purchasing Preferred Shares of
such series. The Auction Agent shall keep such registry current and
accurate based on the information provided to it from time to time by the
Broker-Dealer. The Trust shall provide or cause to be provided to the
Auction Agent at or prior to the Date of Original Issue of the Preferred
Shares of each series a list of the initial Existing Holders of the shares
of each such series of Preferred Shares, the number of shares purchased by
each such Existing Holder and the respective Broker-Dealer of each such
Existing Holder or the affiliate thereof through which each such Existing
Holder purchased such shares. The Auction Agent may rely upon, as
conclusive evidence of the identities of the Existing Holders of Preferred
Shares of any series (A) such list, (B) the results of Auctions, (C)
notices from any Broker-Dealer as described in the first sentence of
Section 2.2(c)(iii) hereof and (D) the results of any procedures approved
by the Trust that have been devised for the purpose of determining the
identities of Existing Holders in situations where Preferred Shares may
have been transferred without compliance with any restriction on the
transfer thereof set forth in the Auction Procedures.
(1) In the event of any partial redemption of any series of
Preferred Shares, the Auction Agent shall, at least two Business Days prior
to the next Auction for such series, request each Broker-Dealer to provide
the Auction Agent with a list of Persons who such Broker-Dealer believes
should remain Existing Holders after such redemption based upon inquiries
of those Persons such Broker-Dealer believes are Beneficial Owners as a
result of the most recent Auction and with respect to each such Person, the
number of Preferred Shares of such series such Broker-Dealer believes are
owned by such Person after such redemption. In the absence of receiving any
such information from any Broker-Dealer, the Auction Agent may continue to
treat the Persons listed in its registry of Existing Holders as the
beneficial
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owner of the number of Preferred Shares of such series shown in such
registry.
(2) The Auction Agent shall be required to register a transfer
of Preferred Shares of any series from an Existing Holder of such Preferred
Shares only if such transfer is to another Existing Holder, or other Person
if permitted by the Trust, and only if such transfer is made (A) pursuant
to an Auction, (B) the Auction Agent has been notified in writing (I) in a
notice substantially in the form of Exhibit C to the Broker-Dealer
Agreements by a Broker-Dealer of such transfer or (II) in a notice
substantially in the form of Exhibit D to the Broker-Dealer Agreements by
the Broker-Dealer of any Existing Holder, or other Person if permitted by
the Trust, that purchased or sold such Preferred Shares in an Auction of
the failure of such Preferred Shares to be transferred as a result of such
Auction or (C) pursuant to procedures approved by the Trust that have been
devised for the purpose of determining the identities of Existing Holders
in situations where Preferred Shares may have been transferred without
compliance with any restriction on the transfer thereof set forth in the
Auction Procedures. The Auction Agent is not required to accept any such
notice for an Auction unless it is received by the Auction Agent by 1:00
P.M. on the Business Day preceding such Auction.
(3) The Auction Agent may, but shall have no obligation to, request
the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the
Auction Agent with a list of Persons who such Broker-Dealer believes should be
Existing Holders based upon inquiries of those Persons such Broker-Dealer
believes are Beneficial Owners as a result of the most recent Auction and with
respect to each such Person, the number of shares of such series of Preferred
Shares such Broker-Dealer believes to be owned by such Person. The Auction Agent
shall keep confidential such registry of Existing Holders and shall not disclose
the identities of the Existing Holders of such Preferred Shares to any Person
other than the Trust and the Broker-Dealer that provided such information;
provided, however, that the Auction Agent reserves the right and is authorized
to disclose any such information if (a) it is ordered to do so by a court of
competent jurisdiction or a regulatory body, judicial or quasi-judicial agency
or authority having the authority to compel such disclosure, (b) it is advised
by its counsel that its failure to do so would be unlawful or (c) failure to do
so would expose the Auction Agent to loss, liability, claim, damage or expense
for which it has not received indemnity or security satisfactory to it.
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2.3 Auction Schedule.
The Auction Agent shall conduct Auctions in accordance with the
schedule set forth below. Such schedule may be changed by the Auction Agent with
the consent of the Trust, which consent shall not be unreasonably withheld. The
Auction Agent shall give written notice of any such change to each Broker-
Dealer. Such notice shall be given prior to the close of business on the
Business Day next preceding the first Auction Date on which any such change
shall be effective.
Time Event
---- -----
By 9:30 A.M. Auction Agent advises the Trust and Broker-Dealers
of the applicable Maximum Rate and the Reference
Rate(s) and Treasury Note Rate(s), as the case may
be, used in determining such Maximum Rate as set
forth in Section 2.3(b)(i) hereof.
9:30 A.M. - 1:30 P.M. Auction Agent assembles information communicated
to it by Broker-Dealers as provided in Section
2(a) of the Auction Procedures. Submission
Deadline is 1:30 P.M.
Not earlier than 1:30 P.M. Auction Agent makes determinations pursuant to
Section 3(a) of the Auction Procedures.
By approximately 3:30 P.M. Auction Agent advises Trust of results of Auction
as provided in Section 3(b) of the Auction
Procedures.
Submitted Bids and Submitted Sell Orders are
accepted and rejected and Preferred Shares
allocated as provided in Section 4 of the Auction
Procedures. Auction Agent gives notice of Auction
results as set forth in paragraph(a) of the
Settlement Procedures.
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The Auction Agent shall follow the notification procedures set forth in
paragraph (a) of the Settlement Procedures.
2.4 Notice of Auction Results.
The Auction Agent will advise each Broker-Dealer who submitted a Bid
or Sell Order in an Auction whether such Bid or Sell Order was accepted or
rejected in whole or in part and of the Applicable Rate for the next Dividend
Period for the related Preferred Shares by telephone or through its Auction
Processing System as set forth in paragraph (a) of the Settlement Procedures.
2.5 Broker-Dealers.
(1) Not later than 12:00 Noon on each Auction Date for any
series of Preferred Shares, the Trust shall pay to the Auction Agent an amount
in cash equal to the aggregate fees payable to the Broker-Dealers for such
series pursuant to Section 2.5 of the Broker-Dealer Agreements for such series.
The Auction Agent shall apply such moneys as set forth in Section 2.5 of each
such Broker-Dealer Agreement.
(2) The Trust shall obtain the consent of the Auction Agent
prior to selecting any Person to act as a Broker-Dealer, which consent shall not
be unreasonably withheld.
(3) The Auction Agent shall terminate any Broker-Dealer
Agreement as set forth therein if so directed by the Trust, provided that at
least one Broker-Dealer Agreement would be in effect for each series of
Preferred Shares after such termination.
(4) Subject to the Auction Agent's having consented to the
selection of the relevant Broker-Dealer pursuant to Section 2.5(b) hereof, the
Auction Agent shall from time to time enter into such Broker-Dealer Agreements
with one or more Broker-Dealers as the Trust shall request, and shall enter into
such schedules to any such Broker-Dealer Agreements as the Trust shall request,
which schedules, among other things, shall set forth the series of Preferred
Shares to which such Broker-Dealer Agreement relates.
2.6 Information Concerning Rates.
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(1) The Rate Multiple on the date of the Agreement is set forth
in the Request and Acceptance Letter. If there is any change in the credit
rating of Preferred Shares by the rating agency (or substitute or successor
rating agencies) referred to in the definition of "Rate Multiple" resulting in
any change in the Rate Multiple for Preferred Shares after the date of the
Request and Acceptance Letter, the Trust shall notify the Auction Agent in
writing of such change in the Rate Multiple prior to 12:00 Noon on the Business
Day prior to the next Auction Date for any series of Preferred Shares succeeding
such change. If the Trust designates all or a portion of any dividend on shares
of any series of Preferred Shares to consist of net capital gains or other
income taxable for Federal income tax purposes, it may indicate, in a notice in
the form of Exhibit I hereto to the Auction Agent pursuant to Section 2.6
hereof, the Rate Multiple for such series to be in effect for the Auction Date
on which the dividend rate for such dividend is to be fixed. In determining the
Maximum Rate for any series of Preferred Shares on any Auction Date as set forth
in Section 2.3(b)(i) hereof, the Auction Agent shall be entitled to rely on the
last Rate Multiple for Preferred Shares of which it has most recently received
notice from the Trust (or, in the absence of such notice, the percentage
determined by reference to the definition of Rate Multiple), except that if the
Trust shall have notified the Auction Agent of a Rate Multiple to be in effect
for an Auction Date in accordance with the preceding sentence, the Rate Multiple
in effect for the next succeeding Auction Date of any series of Preferred Shares
shall be, unless the Trust notifies the Auction Agent of a change in the Rate
Multiple for such succeeding Auction Date pursuant to this Section 2.6(a), the
Rate Multiple that was in effect on the first preceding Auction Date for
Preferred Shares with respect to which the dividend, the rate for which was
fixed on such Auction Date, did not include any net capital gain or other income
taxable for Federal income tax purposes.
(1) On each Auction Date for any series of Preferred
Shares, the Auction Agent shall determine the Maximum Rate for such series.
The Maximum Rate for any series of Preferred Shares on any Auction Date
shall be:
(1) in the case of any Auction Date which is not the
Auction Date immediately prior to the first day of any proposed
Special Rate Period designated by the Trust pursuant to Section 4 of
Part I of the Statement, the product of (1) the Reference Rate on such
Auction Date for the next Rate Period of such series and (2) the Rate
Multiple on such Auction Date, unless such series has or had a Special
Rate Period (other than a Special Rate Period of 28 Rate Period Days
or fewer) and an Auction at which Sufficient Clearing
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Bids existed has not yet occurred for a Minimum Rate Period of such
series after such Special Rate Period, in which case the higher of:
(1) the dividend rate on shares of such series for the
then-ending Rate Period; and
(2) the product of (x) the higher of (I) the Reference
Rate on such Auction Date for a Rate Period equal in length to
the then-ending Rate Period of such series, if such then ending
Rate Period was 364 Rate Period Days or fewer, or the Treasury
Note Rate on such Auction Date for a Rate Period equal in length
to the then-ending Rate Period of such series, if such then
ending Rate Period was more than 364 Rate Period Days, and (II)
the Reference Rate on such Auction Date for a Rate Period equal
in length to such Special Rate Period of such series, if such
Special Rate Period was 364 Rate Period Days or fewer, or the
Treasury Note Rate on such Auction Date for a Rate Period equal
in length to such Special Rate Period, if such Special Rate
Period was more than 364 Rate Period Days and (y) the Rate
Multiple on such Auction Date; or
(2) in the case of any Auction Date which is the Auction
Date immediately prior to the first day of any proposed Special Rate
Period designated by the Trust pursuant to Section 4 of Part I of the
Statement, the product of (1) the highest of (x) the Reference Rate on
such Auction Date for a Rate Period equal in length to the then-ending
Rate Period of such series, if such then-ending Rate Period was 364
Rate Period Days or fewer, or the Treasury Note Rate on such Auction
Date for a Rate Period equal in length to the then-ending Rate Period
of such Rate Period, if such then-ending Rate Period was more than 364
Rate Period Days, (y) the Reference Rate on such Auction Date for the
Special Rate Period for which the Auction is being held if such
Special Rate Period is 364 Rate Period Days or fewer or the Treasury
Note Rate on such Auction Date for the Special Rate Period for which
the Auction is being held if such Special Rate Period is more than 364
Rate Period Days, and (z) the Reference Rate on such Auction Date for
Minimum Rate Periods and (2) the Rate Multiple on such Auction Date.
Not later than 9:30 A.M. on each Auction Date the Auction Agent shall notify the
Trust and the Broker-Dealers of the Maximum Rate and the "AA" Composite
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Commercial Paper Rate(s), the Taxable Equivalent of the Short-Term Municipal
Bond Rate(s), Treasury Note Rate(s) and Treasury Xxxx Rate(s), as the case may
be, used to make such determination.
(2) From and after a Failure to Deposit by the Trust during any
Rate Period of any series of Preferred Shares, until such failure is cured
and a Late Charge is paid, in accordance with subparagraph (e)(i) of
Section 2 of Part I of the Statement, on the first day of each Rate Period
of such series the Auction Agent shall determine the Treasury Note Rate for
such Rate Period of more than 364 Rate Period Days and the Reference Rate
for Rate Periods of 364 Rate Period Days or fewer. Not later than 9:30 A.M.
on each such first day, the Auction Agent shall notify the Trust of the
applicable Reference Rate and Treasury Note Rate.
(3) If any "AA" Composite Commercial Paper Rate, Taxable
Equivalent of the Short-Term Municipal Bond Rate, Treasury Note Rate or
Treasury Xxxx Rate, as the case may be, is not quoted on an interest or
bond equivalent, as the case may be, basis, the Auction Agent shall convert
the quoted rate to the interest or bond equivalent thereof as set forth in
the definition of such rate in the Statement if the rate obtained by the
Auction Agent is quoted on a discount basis, or if such rate is quoted on a
basis other than an interest or bond equivalent or discount basis the
Auction Agent shall convert the quoted rate to an interest or bond
equivalent rate after consultation with the Trust as to the method of such
conversion.
(4) If any "AA" Composite Commercial Paper Rate is to be based
on rates supplied by Commercial Paper Dealers and one or more of the
Commercial Paper Dealers shall not provide a quotation for the
determination of such "AA" Composite Commercial Paper Rate, the Auction
Agent shall immediately notify the Trust so that the Trust can determine
whether to select a Substitute Commercial Paper Dealer or Substitute
Commercial Paper Dealers to provide the quotation or quotations not being
supplied by any Commercial Paper Dealer or Commercial Paper Dealers. The
Trust shall promptly advise the Auction Agent of any such selection.
(5) If any Treasury Note Rate or Treasury Xxxx Rate is to be
based on rates supplied by U.S. Government Securities Dealers and one or
more of the U.S. Government Securities Dealers shall not provide a
quotation for the determination of such Treasury Rate, the Auction Agent
shall immediately notify the Trust so that the Trust can determine whether
to
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select a Substitute U.S. Government Securities Dealer or Substitute U.S.
Government Securities Dealers to provide the quotation or quotations not
being supplied by any U.S. Government Securities Dealer or U.S. Government
Securities Dealers. The Trust shall promptly advise the Auction Agent of
any such selection.
(2) The maximum marginal tax rate referred to in the definition
of "Rate Multiple" in the Statement is referred to in this Agreement as the
"Highest Marginal Rate." The Highest Marginal Rate on the date of the Agreement
is set forth in the Request and Acceptance Letter. If there is any change in the
Highest Marginal Rate, the Trust shall notify the Auction Agent in writing of
such change prior to 12:00 Noon on the Business Day prior to the next Auction
Date for Preferred Shares succeeding such change. In determining the Maximum
Rate for any series of Preferred Shares on any Auction Date, the Auction Agent
shall be entitled to rely on the Highest Marginal Rate of which it has most
recently received notice from the Trust (or, in the absence of such notice, the
percentage set forth in the Request and Acceptance Letter).
2.7 Designation of Special Rate Period.
(1) The Statement will provide that, subject to the Trust's
option to designate a Special Rate Period as referred to in paragraph (b) of
this Section 2.7, (i) each Rate Period of any series of Preferred Shares will be
a Minimum Rate Period (a duration of seven days, subject to certain exceptions)
and (ii) each Rate Period following a Rate Period of any series of Preferred
Shares that is other than a Minimum Rate Period will be a Minimum Rate Period.
Not less than 10 nor more than 20 days prior to the last day of any such Rate
Period that is not a Minimum Rate Period, (i) the Trust shall deliver to the
Auction Agent a notice of the Auction Date of the next succeeding Auction for
such series in the form of Exhibit C hereto and (ii) the Auction Agent shall
deliver such notice by first-class mail, postage prepaid, to each Existing
Holder of shares of such series at the address set forth for such Existing
Holder in the records of the Auction Agent and to the Broker-Dealers for such
series as promptly as practicable after its receipt of such notice from the
Trust.
(2) Pursuant to the Statement, the Trust may, at its option,
designate a Special Rate Period for any series of Preferred Shares in the manner
described in Section 4 of Part I of the Statement.
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(1) If the Board of Trustees proposes to designate any
succeeding Subsequent Rate Period of any series of Preferred Shares as a
Special Rate Period, (A) the Trust shall deliver to the Auction Agent a
notice of such proposed Special Rate Period in the form of Exhibit D hereto
not less than 20 (or such lesser number of days as may be agreed to from
time to time by the Auction Agent) nor more than 30 days prior to the first
day of such proposed Special Rate Period and (B) the Auction Agent on
behalf of the Trust shall deliver such notice by first-class mail, postage
prepaid, to each Existing Holder of shares of such series of Preferred
Shares at the address set forth for such Existing Holder in the records of
the Auction Agent and to the Broker-Dealers for such series as promptly as
practicable after its receipt of such notice from the Trust.
(2) If the Board of Trustees determines to designate such
succeeding Subsequent Rate Period as a Special Rate Period, (A) the Trust
shall deliver to the Auction Agent a notice of such determination in the
form of Exhibit E hereto not later than 11:00 A.M. on the second Business
Day next preceding the first day of such proposed Special Rate Period (or
such later time or date, or both, as may be agreed to by the Auction Agent)
and (B) the Auction Agent shall deliver such notice to the Broker-Dealers
for such series not later than 3:00 P.M. on such second Business Day (or,
if the Auction Agent has agreed to a later time or date, as promptly as
practicable thereafter).
(3) If the Trust shall deliver to the Auction Agent a notice not
later than 11:00 A.M. on the second Business Day next preceding the first
day of such proposed Special Rate Period (or such later time or date, or
both, as may be agreed to by the Auction Agent) stating that the Trust has
determined not to exercise its option to designate such succeeding
Subsequent Rate Period as a Special Rate Period, in the form of Exhibit F
hereto, or shall fail to timely deliver either such notice or a notice in
the form of Exhibit E hereto, the Auction Agent shall deliver a notice in
the form of Exhibit F hereto to the Broker-Dealers for such series not
later than 3:00 P.M. on such second Business Day (or, if the Auction Agent
has agreed to a later time or date, as promptly as practicable thereafter).
Such change in the length of any Rate Period shall not occur if (1) an
Auction for shares of such series shall not be held on such Auction Date for any
reason or (2) an Auction for shares of such series shall be held on such Auction
Date but Sufficient Clearing Bids for shares of such series shall not exist in
such Auction.
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2.8 Failure to Deposit.
(1) If:
(1) any Failure to Deposit shall have occurred with respect to
Preferred Shares during any Rate Period thereof (other than any Special
Rate Period of more than 364 Rate Period Days or any Rate Period succeeding
any Special Rate Period of more than 364 Rate Period Days during which a
Failure to Deposit occurred that has not been cured), but, prior to 12:00
Noon, New York City time, on the third Business Day next succeeding the
date on which such Failure to Deposit occurred, such Failure to Deposit
shall have been cured in accordance with Section 2.8(c) hereof and the
Trust shall have paid to the Auction Agent a late charge (a "Late Charge")
equal to the sum of (1) if such Failure to Deposit consisted of the failure
timely to pay to the Auction Agent the full amount of dividends with
respect to any Dividend Period on such shares, an amount computed by
multiplying (x) 200% of the Reference Rate for the Rate Period during which
such Failure to Deposit occurs on the Dividend Payment Date for such
Dividend Period by (y) a fraction, the numerator of which shall be the
number of days for which such Failure to Deposit has not been cured in
accordance with Section 2.8(c) hereof (including the day such Failure to
Deposit occurs and excluding the day such Failure to Deposit is cured) and
the denominator of which shall be 360, and applying the rate obtained
against the aggregate liquidation preference of the outstanding Preferred
Shares and (2) if such Failure to Deposit consisted of the failure timely
to pay to the Auction Agent the Redemption Price of the Preferred Shares,
if any, for which Notice of Redemption has been given by the Trust, an
amount computed by multiplying (x) 200% of the Reference Rate for the Rate
Period during which such Failure to Deposit occurs on the redemption date
by (y) a fraction, the numerator of which shall be the number of days for
which such Failure to Deposit is not cured in accordance with Section
2.8(c) hereof (including the day such Failure to Deposit occurs and
excluding the day such Failure to Deposit is cured) and the denominator of
which shall be 360, and applying the rate obtained against the aggregate
liquidation preference of the outstanding Preferred Shares to the redeemed,
then the Auction Agent shall deliver a notice in the form of Exhibit G hereto by
first-class mail, postage prepaid, to the Broker-Dealers for such series not
later than one Business Day after its receipt of the payment from the Trust
curing such Failure to Deposit and such Late Charge.
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(2) If:
(1) any Failure to Deposit shall have occurred with respect to
Preferred Shares during any Rate Period thereof (other than any Special
Rate Period of more than 364 Rate Period Days or any Rate Period succeeding
any Special Rate Period of more than 364 Rate Period Days during which a
Failure to Deposit occurred but has not been cured), and, prior to 12:00
Noon, New York City time, on the third Business Day next succeeding the
date on which such Failure to Deposit occurred, such Failure to Deposit
shall not have been cured in accordance with Section 2.8(c) hereof or the
Trust shall not have paid the applicable Late Charge to the Auction Agent;
or
(2) any Failure to Deposit shall have occurred with respect to
Preferred Shares during a Special Rate Period thereof of more than 364 Rate
Period Days, or during any Rate Period thereof succeeding any Special Rate
Period of more than 364 Rate Period Days during which a Failure to Deposit
occurred that has not been cured, and, prior to 12:00 noon, New York City
time, on the fourth Business Day preceding the Auction Date for the Rate
Period subsequent to such Rate Period, such Failure to Deposit shall not
have been cured in accordance with Section 2.8(c) hereof or the Trust shall
not have paid the applicable Late Charge to the Auction Agent in accordance
with Section 2(e)(i)(d) of the Statement (such Late Charge, for purposes of
this clause (b) (iii) of this Section 2.8, to be calculated by using, as
the Reference Rate, the Reference Rate applicable to a Rate Period (x)
consisting of more than 182 Rate Period Days and (y) commencing on the date
on which the Rate Period during which Failure to Deposit occurs commenced);
then the Auction Agent shall deliver a notice in the form of Exhibit H hereto to
the Broker-Dealers for such series not later than one Business Day after the
receipt of the payment from the Trust curing such Failure to Deposit and such
Late Charge.
(3) A Failure to Deposit with respect to Preferred Shares shall have
been cured (if such Failure to Deposit is not solely due to the willful failure
to the Trust to make the required payment to the Auction Agent) with respect to
any Rate Period if, within the respective time periods described immediately
above, the Trust shall have paid to the Auction Agent (i) all accumulated and
unpaid dividends on the Preferred Shares and (ii) without duplication, the
Redemption Price for the
15
Preferred Shares, if any, for which Notice of Redemption has been mailed;
provided, however, that the foregoing clause (ii) shall not apply to the Trust's
failure to pay the Redemption Price in respect of Preferred Shares when the
related Redemption Notice provides that redemption of such shares is subject to
one or more conditions precedent and each such condition precedent shall not
have been satisfied at the time or times and in the manner specified in such
Notice of Redemption.
2.9 Ownership of Shares of Preferred Shares.
The Trust shall notify the Auction Agent if the Trust or any affiliate
of the Trust acquires any Preferred Shares of any series. Neither the Trust nor
any affiliate of the Trust shall submit any Order in any Auction for Preferred
Shares, except as set forth in the next sentence. Any Broker-Dealer that is an
affiliate of the Trust may submit Orders in Auctions, but only if such Orders
are not for its own account. For purposes of this Section 2.9, a Broker-Dealer
shall not be deemed to be an affiliate of the Trust solely because one or more
of the directors or executive officers of such Broker-Dealer or of any Person
controlled by, in control of or under common control with such Broker-Dealer is
also a director of the Trust. The Auction Agent shall have no duty or liability
with respect to enforcement of this Section 2.9.
2.10 Allocation of Taxable Income.
The Trust may designate all or a portion of any dividend on shares of
any series of Preferred Shares to consist of net capital gains or other income
taxable for Federal income tax purposes and may deliver to the Auction Agent a
notice in the form of Exhibit I hereto of such designation not later than the
Dividend Payment Date for such series next preceding the Auction Date on which
the dividend rate for such dividend is to be fixed. The Auction Agent will
deliver such notice, if given, to the Broker-Dealers for such series on the
Business Day following its receipt of such notice from the Trust. Within two
Business Days after any Auction Date involving the allocation of income taxable
for Federal income tax purposes for which notice has so been given by the Trust,
the Auction Agent shall notify each Broker-Dealer for the related series as to
the dollar amount per share of such taxable income and income exempt from
Federal income taxation included in the related dividend.
2.11 Access to and Maintenance of Auction Records.
The Auction Agent shall afford to the Trust, its agents, independent
public accountants and counsel and the Broker-Dealers, access at reasonable
times during normal business hours to review and make extracts or copies of all
books,
16
records, documents and other information concerning the conduct and results of
Auctions (at no cost to the Auction Agent), provided that any such agent,
accountant, counsel or Broker-Dealer shall furnish the Auction Agent with a
letter from the Trust requesting that the Auction Agent afford such person
access. The Auction Agent shall maintain records relating to any Auction for a
period of six years after such Auction, and such records shall, in reasonable
detail, accurately and fairly reflect the actions taken by the Auction Agent
hereunder.
3. The Auction Agent as Dividend and Redemption Price Disbursing Agent.
The Auction Agent, as dividend and redemption price disbursing agent,
shall pay to the Holders of Preferred Shares of any series (i) on each Dividend
Payment Date for such series, dividends on the Preferred Shares of such series,
(ii) on any date fixed for redemption of Preferred Shares of any series, the
Redemption Price of any shares of such series called for redemption and (iii)
any Late Charge related to any payment of dividends or Redemption Price, in each
case after receipt of the necessary funds from the Trust with which to pay such
dividends, Redemption Price or Late Charge. The amount of dividends for any
Rate Period for any series of Preferred Shares to be paid by the Auction Agent
to the Holders of such shares of such series will be determined by the Trust as
set forth in Section 2 of Part I of the Statement with respect to such series.
The Redemption Price of any shares to be paid by the Auction Agent to the
Holders will be determined by the Trust as set forth in Section 11 of Part I of
the Statement with respect to such series. The Trust shall notify the Auction
Agent in writing of a decision to redeem shares of any series of Preferred
Shares at least five days prior to the date a notice of redemption is required
to be mailed to the Holders of the shares to be redeemed by paragraph (c) of
Section 11 of Part I of the Statement. Such notice by the Trust to the Auction
Agent shall contain the information required by paragraph (c) of Section 11 of
Part I of the Statement to be stated in the notice of redemption required to be
mailed by the Trust to such Holders.
4. The Auction Agent as Transfer Agent and Registrar.
4.1 Issue of Stock or Shares Certificates.
Upon the Date of Original Issue of each series of Preferred Shares,
one or more certificates representing all of the shares of such series issued on
such date shall be issued by the Trust and, at the request of the Trust,
registered in the name of Cede & Co. and countersigned by the Auction Agent.
17
4.2 Registration of Transfer of Shares.
Shares of each series of Preferred Shares shall be registered solely
in the name of the Securities Depository or its nominee.
4.3 Removal of Legend on Restricted Shares.
All requests for removal of legends on Preferred Shares of any series
indicating restrictions on transfer shall be accompanied by an opinion of
counsel stating that such legends may be removed and such shares freely
transferred, such opinion to be delivered under cover of a letter from a Trust
Officer authorizing the Auction Agent to remove the legend on the basis of said
opinion.
4.4 Lost Stock or Share Certificates.
The Auction Agent shall issue and register replacement certificates
for certificates represented to have been lost, stolen or destroyed upon the
fulfillment of such requirements as shall be deemed appropriate by the Trust and
the Auction Agent, subject at all times to provisions of law, the By-Laws of the
Trust governing such matters and resolutions adopted by the Trust with respect
to lost securities. The Auction Agent may issue new certificates in exchange
for and upon the cancellation of mutilated certificates. Any request by the
Trust to the Auction Agent to issue a replacement or new certificate pursuant to
this Section 4.4 shall be deemed to be a representation and warranty by the
Trust to the Auction Agent that such issuance will comply with such provisions
of law and the By-Laws and resolutions of the Trust.
4.5 Disposition of Cancelled Certificates; Record Retention.
The Auction Agent shall retain all stock or share certificates which
have been cancelled in transfer or exchange and all accompanying documentation
in accordance with applicable rules and regulations of the Securities and
Exchange Commission for two calendar years. The Trust shall also undertake to
furnish to the Securities and Exchange Commission and to the Board of Governors
of the Federal Reserve System, upon demand, at either the principal office or at
any regional office, complete, correct and current hard copies of any and all
such records.
4.6 Stock or Record Books.
For so long as the Auction Agent is acting as the transfer agent for
any series of Preferred Shares pursuant to the Agreement, it shall maintain a
stock or
18
record book containing a list of the Holders of the Preferred Shares of each
such series. In case of any request or demand for the inspection of the stock or
record books of the Trust or any other books in the possession of the Auction
Agent, the Auction Agent will notify the Trust and secure instructions as to
permitting or refusing such inspection. The Auction Agent reserves the right,
however, to exhibit the stock or record books or other books to any Person if
(a) it is ordered to do so by a court of competent jurisdiction or a regulatory
body, judicial or quasi-judicial agency or authority having the authority to
compel such disclosure, (b) it is advised by its counsel that its failure to do
so would be unlawful or (c) failure to do so would expose the Auction Agent to
loss, liability, claim, damage or expense for which it has not received
indemnity or security satisfactory to it.
4.7 Return of Funds.
Any funds deposited with the Auction Agent hereunder by the Trust for
any reason, including but not limited to redemption of Preferred Shares of any
series, that remain unpaid after ninety days shall be repaid to the Trust upon
the written request of the Trust.
5. Representations and Warranties.
5.1 Representations and Warranties of the Trust
The Trust represents and warrants to the Auction Agent that:
(1) the Trust is duly organized and existing business trust in
good standing under the laws of the State of its incorporation or organization
and has full corporate power or all requisite power to execute and deliver the
Agreement and to authorize, create and issue the Preferred Shares of each
series, and the Preferred Shares of each series when issued, will be duly
authorized, validly issued, fully paid and nonassessable;
(2) the Agreement has been duly and validly authorized, executed
and delivered by the Trust and constitutes the legal, valid and binding
obligation of the Trust;
(3) the form of the certificate evidencing the Preferred Shares of
each series complies or will comply with all applicable laws of the State of its
incorporation or organization;
19
(b) when issued, the Preferred Shares of each series will have
been duly registered under the Securities Act of 1933, as amended, and no
further action by or before any governmental body or authority of the United
States or of any state thereof is required in connection with the execution and
delivery of the Agreement or will have been required in connection with the
issuance of Preferred Shares of each series;
(4) the execution and delivery of the Agreement and the issuance
and delivery of the Preferred Shares of each series do not and will not conflict
with, violate or result in a breach of, the terms, conditions or provisions of,
or constitute a default under, the Agreement and Declaration of Trust (as
amended by one or more Statements) or the By-Laws of the Trust, any law or
regulation, any order or decree of any court or public authority having
jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to
which the Trust is a party or by which it is bound the effect of which conflict,
violation, default or breach would be material to the Trust or the Trust and its
subsidiaries taken as a whole; and
(5) no taxes are payable upon or in respect of the execution of
the Agreement or the issuance of the Preferred Shares of any series.
5.2 Representations and Warranties of the Auction Agent.
The Auction Agent represents and warrants to the Trust that:
(1) The Auction Agent is duly organized and is validly existing
as a banking corporation in good standing under the laws of the State of
New York and has the corporate power to enter into and perform its
obligations under this Agreement; and
(2) this Agreement has been duly and validly authorized,
executed and delivered by the Auction Agent and constitutes the legal,
valid and binding obligation of the Auction Agent, enforceable against the
Auction Agent in accordance with its terms, subject to bankruptcy,
insolvency, reorganization and other laws of general applicability relating
to or affecting creditors' rights and to general equitable principles.
6. The Auction Agent.
6.1 Duties and Responsibilities.
20
(1) The Auction Agent is acting solely as agent for the Trust
hereunder and owes no fiduciary duties to any Person, other than the Trust, by
reason of the Agreement.
(2) The Auction Agent undertakes to perform such duties and only
such duties as are specifically set forth in the Agreement, and no implied
covenants or obligations shall be read into the Agreement against the Auction
Agent.
(3) In the absence of bad faith or negligence on its part, the
Auction Agent shall not be liable for any action taken, suffered, or omitted or
for any error of judgment made by it in the performance of its duties under the
Agreement. The Auction Agent shall not be liable for any error of judgment made
in good faith unless the Auction Agent shall have been negligent in ascertaining
the pertinent facts.
6.2 Rights of the Auction Agent.
(1) The Auction Agent may conclusively rely and shall be protected
in acting or refraining from acting upon any communication authorized hereby and
upon any written instruction, notice, request, direction, consent, report,
certificate, share certificate or other instrument, paper or document believed
in good faith by it to be genuine. The Auction Agent shall not be liable for
acting upon any telephone communication authorized hereby which the Auction
Agent believes in good faith to have been given by the Trust or by a Broker-
Dealer. The Auction Agent may record telephone communications with the Trust or
with the Broker-Dealers or both.
(2) The Auction Agent may consult with counsel of its choice and
the advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.
(3) The Auction Agent shall not be required to advance, expend or
risk its own Trusts or otherwise incur or become exposed to financial liability
in the performance of its duties hereunder.
(4) The Auction Agent may perform its duties and exercise its
rights hereunder either directly or by or through agents or attorneys and shall
not be responsible for any misconduct or negligence on the part of any agent or
attorney appointed by it with due care hereunder.
21
(5) The Auction Agent shall not be responsible or liable for any
failure or delay in the performance of its obligations under this agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
reasonable control, it being understood that the Auction Agent shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.
6.3 Compensation, Expenses and Indemnification.
(1) The Trust shall pay the Auction Agent an annual fee as
compensation for all services rendered by it under the Agreement and the Broker-
Dealer Agreements as the Trust and the Auction Agent have agreed to from time to
time.
(2) The Trust shall reimburse the Auction Agent upon its request
for all reasonable out-of-pocket expenses, disbursements and advances incurred
or made by the Auction Agent in accordance with any provision of the Agreement
and the Broker-Dealer Agreements (including the compensation and the reasonable
expenses and disbursements of its agents and counsel), except any expense or
disbursement attributable to its negligence or bad faith.
(3) The Trust shall indemnify the Auction Agent for and hold it
harmless against any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with its agency under the
Agreement and the Broker-Dealer Agreements, including the costs and expenses of
defending itself against any such claim or liability in connection with its
exercise or performance of any of its duties hereunder and thereunder.
6.4 Auction Agent's Disclaimer.
The Auction Agent makes no representation as to the validity or
adequacy of the Agreement, the Broker-Dealer Agreements or the Preferred Shares
of any series except that the Auction Agent hereby represents that the Agreement
has been duly authorized, executed and delivered by the Auction Agent and
constitutes a legal and binding obligation of the Auction Agent.
7. Miscellaneous.
7.1 Term of Agreement.
22
(1) The term of the Agreement is unlimited unless it shall be
terminated as provided in this Section 7.1. The Trust may terminate the
Agreement at any time by so notifying the Auction Agent, provided that the Trust
has entered into an agreement in substantially the form of the Agreement with a
successor Auction Agent. The Auction Agent may terminate the Agreement upon
written notice to the Trust on the date specified in such notice, which date
shall be no earlier than 45 days after the date of delivery of such notice.
(2) Except as otherwise provided in this paragraph (b), the
respective rights and duties of the Trust and the Auction Agent under the
Agreement with respect to any series of Preferred Shares shall cease upon
termination of the Agreement with respect to such series. The Trust's
representations, warranties, covenants and obligations to the Auction Agent
under Sections 5 and 6.4 hereof shall survive the termination of the Agreement
with respect to any series of Preferred Shares. Upon termination of the
Agreement with respect to any series of Preferred Shares, the Auction Agent
shall, at the Trust's request, promptly deliver to the Trust copies of all books
and records maintained by it with respect to Preferred Shares in connection with
its duties hereunder.
7.2 Communications.
Except for (i) communications authorized to be by telephone pursuant
to the Agreement or the Auction Procedures and (ii) communications in connection
with Auctions (other than those expressly required to be in writing), all
notices, requests and other communications to any party hereunder shall be in
writing (including telecopy or similar writing) and shall be given to such
party, addressed to it, at its address or telecopy number set forth below:
If to the Trust, The BlackRock [State] Municipal Income Trustc/o
BlackRock Advisors, Xxx.000 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 Attention:_____________ Telecopier
No.: Telephone No.:
If to the Auction
Agent, The Bank of New York ___________________
___________________
Attention: _____________
Telecopier No.:
Telephone No.:
23
Each such notice, request or communication shall be effective when
delivered at the address specified herein. Communications shall be given on
behalf of the Trust by a Trust Officer and on behalf of the Auction Agent by
telephone (confirmed by telecopy or in writing) by an Authorized Officer.
7.3 Entire Agreement.
The Agreement contains the entire agreement between the parties
relating to, and superseding any prior agreement between the parties relating
to, the subject matter hereof, and there are no other representations,
endorsements, promises, agreements or understandings, oral, written or implied,
between the parties relating to the subject matter hereof except for agreements
relating to the compensation of the Auction Agent.
7.4 Benefits.
Nothing herein, express or implied, shall give to any Person, other
than the Trust, the Auction Agent and their respective successors and assigns,
any benefit of any legal or equitable right, remedy or claim hereunder.
7.5 Amendment; Waiver.
(1) The Agreement shall not be deemed or construed to be
modified, amended, rescinded, cancelled or waived, in whole or in part, except
by a written instrument signed by a duly authorized representative of the party
to be charged.
(2) Failure of either party hereto to exercise any right or
remedy hereunder in the event of a breach hereof by the other party shall not
constitute a waiver of any such right or remedy with respect to any subsequent
breach.
7.6 Successors and Assigns.
The Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the respective successors and assigns of each of the Trust and
the Auction Agent.
7.7 Severability.
24
If any clause, provision or section hereof shall be ruled invalid or
unenforceable by any court of competent jurisdiction, the invalidity or
unenforceability of such clause, provision or section shall not affect any of
the remaining clauses, provisions or sections hereof.
7.8 Disclosure of Information.
The Auction Agent agrees that it will not disclose or use any "non-
public personal information" about the Fund's shareholders other than such uses
or disclosures which are necessary to permit the Auction Agent to carry out its
duties under this Agreement, or are otherwise permitted by Regulation S-P under
Section 504 of the Xxxxx-Xxxxx Xxxxx Act ("Regulation S-P"). "Nonpublic
personal information" about a shareholder shall mean: (i) personally
identifiable financial information; (ii) any list, description, or other
grouping of consumers that is derived from using any personally identifiable
information that is not publically available; and (iii) any other information
that a Customer or the Transfer Agent is prohibited from using or disclosing
pursuant to Regulation S-P.
7.9 Governing Law.
The Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
BLACKROCK [STATE]
MUNICIPAL INCOME TRUST
__________________________________
By: Name
Title
THE BANK OF NEW YORK
__________________________________
By: Name
Title
25
EXHIBIT A
FORM OF
BROKER-DEALER AGREEMENT
A-1
EXHIBIT B
SETTLEMENT PROCEDURES
B-1
EXHIBIT C
THE BLACKROCK ____________________ MUNICIPAL INCOME TRUST
NOTICE OF AUCTION DATE FOR
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES
("Preferred Shares")
NOTICE IS HEREBY GIVEN that the Auction Date of the next Auction for
Series ___ of the Trust's Preferred Shares is scheduled to be _______________,
20___ and the next Dividend Payment Date for Series ___ of the Trust's Preferred
Shares will be __________________, 20___.
[A Failure to Deposit in respect of the Series ___ Preferred Shares
currently exists. If, prior to 12:00 noon, New York City time, on the fourth
Business Day preceding the next scheduled Auction Date of the Series ____
Preferred Shares, such Failure to Deposit is not cured or the applicable Late
Charge is not paid, the next Auction will not be held. Notice of the next
Auction for the Series ___ Preferred Shares will be delivered when such Failure
to Deposit is cured and the applicable Late Charge is paid.(1)]
THE BLACKROCK MUNICIPAL
INCOME TRUST
_________________________________
(1) Include this language if a Failure to Deposit exists.
C-1
EXHIBIT D
THE BLACKROCK [STATE] MUNICIPAL INCOME TRUST
NOTICE OF PROPOSED CHANGE OF
LENGTH OF RATE PERIOD OF
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES
("Preferred Shares")
The BlackRock [State] Municipal Income Trust (the "Trust") may
exercise its option to designate the Rate Period of its Series ____ Preferred
Shares commencing [the first day of the Special Rate Period] as a Special Rate
Period.
By 11:00 A.M. on the second Business Day preceding the first day of
such proposed Special Rate Period, the Trust will notify ___________________ of
either (a) its determination to exercise such option, designating the length of
such Special Rate Period for such series or (b) its determination not to
exercise such option.
THE BLACKROCK [STATE] MUNICIPAL
INCOME TRUST
_________________________________
Dated: __________, 2000
D-1
EXHIBIT E
THE BLACKROCK [STATE] MUNICIPAL INCOME TRUST
NOTICE OF CHANGE OF LENGTH OF RATE PERIOD
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES
("Preferred Shares")
NOTICE IS HEREBY GIVEN that [NAME OF TRUST] (the "Trust") has
determined to designate the Rate Period of its Series ____ Preferred Shares
commencing on [the first day of the Special Rate Period] as a Special Rate
Period.
The Special Rate Period will be __________ [Rate Period Days].
The Auction Date for the Special Rate Period is [the Business Day next
preceding the first day of such Special Rate Period].
As a result of the Special Rate Period designation, the amount of
dividends payable on Series ____ Preferred Shares during the Special Rate Period
will be based on a 360-day year.
The Special Rate Period shall not commence if (a) an Auction for
Preferred Shares shall not be held on such Auction Date for any reason or (b) an
Auction for Preferred Shares shall be held on such Auction Date but Sufficient
Clearing Bids for such shares shall not exist in such Auction.
The scheduled Dividend Payment Dates for such series of Preferred
Shares during such Special Rate Period will be _________________________.
[Special Redemption Provisions, if any]
Attached hereto is a Preferred Shares Basic Maintenance Report showing
that, as of the third Business Day next preceding such proposed Special Rate
Period, Xxxxx'x Eligible Assets (if Xxxxx'x is rating such Preferred Shares) and
S&P Eligible Assets (if S&P is rating such Preferred Shares) each have an
aggregate Discounted Value at least equal to the Preferred Shares Basic
Maintenance Amount as of such Business Day (assuming for purposes of the
foregoing calculation that (i) the Maximum Rate is the Maximum Rate on such
Business Day as if such Business Day were the Auction Date for the proposed
Special Rate Period, and (ii) the Moody's Discount Factors applicable to Moody's
Eligible Assets are determined by reference to the first Xxxxx'x Exposure Period
longer than the Moody's Exposure Period then applicable to the Trust).
E-1
THE BLACKROCK [STATE]
MUNICIPAL INCOME TRUST
_________________________________
Dated: __________, 20__
E-2
EXHIBIT F
THE BLACKROCK [STATE] MUNICIPAL INCOME TRUST
NOTICE OF DETERMINATION NOT TO CHANGE
LENGTH OF RATE PERIOD OF
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES
("Preferred Shares")
NOTICE IS HEREBY GIVEN that The BlackRock [State] Municipal Income
Trust (the "Trust") has determined not to exercise its option to designate a
Special Rate Period of its Series ___ Preferred Shares and the next succeeding
Rate Period of such series will be a Minimum Rate Period of ____ Rate Period
Days.
THE BLACKROCK [STATE] MUNICIPAL
INCOME TRUST
______________________________
Dated: __________, 20___
F-1
EXHIBIT G
THE BLACKROCK [STATE] MUNICIPAL TRUST
NOTICE OF CURE OF FAILURE TO DEPOSIT ON MUNICIPAL AUCTION
RATE CUMULATIVE PREFERRED SHARES
("Preferred Shares")
NOTICE IS HEREBY GIVEN that The BlackRock [State] Municipal Income
Trust (the "Trust") has cured its Failure to Deposit and paid the applicable
Late Charge with respect to its Series ___ Preferred Shares. The dividend rate
on the shares of Series ___ Preferred Shares for the current Dividend Period is
_____________% per annum, the Dividend Payment Date for the current Dividend
Period is scheduled to be _______________, 20___ and the next Auction Date is
scheduled to be _______________, 20___.
THE BLACKROCK [STATE] MUNICIPAL
INCOME TRUST
______________________________
Dated: __________, 20___
G-1
EXHIBIT H
THE BLACKROCK [STATE] MUNICIPAL TRUST
NOTICE OF CURE OF FAILURE TO DEPOSIT ON INCOME
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES
("Preferred Shares ")
NOTICE IS HEREBY GIVEN that The BlackRock [State] Municipal Trust (the
"Trust") has cured its Failure to Deposit and paid the applicable Late Charge
with respect to its Series ____ Preferred Shares. The next Auction Date for the
Series ____ Preferred Shares is scheduled to be on _________________, 20___.
THE BLACKROCK [STATE] MUNICIPAL
INCOME TRUST
______________________________
Dated: __________, 20___
H-1
EXHIBIT I
THE BLACKROCK [STATE] MUNICIPAL INCOME TRUST
NOTICE OF
[CAPITAL GAINS] [AND] [TAXABLE ORDINARY INCOME](1)
DIVIDEND FOR
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES
("Preferred Shares ")
NOTICE IS HEREBY GIVEN that the amount of the dividend payable on
________________, 20____ for Series ____ of the Trust's Preferred Shares will be
determined by the Auction to be held on _______________, 20___. Up to [$ A ](2)
[$ B ](3) per share of the dividend payable on such date as determined by such
Auction will consist of [capital gains](2) [ordinary income taxable for Federal
income tax purposes](3). If the dividend amount payable on such date as
determined by such Auction is less than [$ A ](2) [$ B ](3) per share, the
entire amount of the dividend will consist of [capital gains](2) [ordinary
income taxable for Federal income tax purposes](3). [To the extent such dividend
amount exceeds [$ A ] per share, any excess up to [$ B ] per share will consist
of ordinary income taxable for Federal income tax purposes.](4) Accordingly, the
aforementioned composition of the dividend payable on _______________, 20___
should be considered in determining Orders to be submitted with respect to the
Auction to be held on ________________, 20__. The Rate Multiple in effect for
such Auction will be ____%.
THE BLACKROCK [STATE] MUNICIPAL
INCOME TRUST
_________________________________
(1) Include language with respect to capital gains, taxable ordinary
income or both, depending on the character of the designation to be made with
respect to the dividend(s).
(2) Include bracketed material if a portion of the dividend will be
designated capital gains.
(3) Include bracketed material if a portion of the dividend will be
designated ordinary income taxable for Federal income tax purposes and no
portion of the dividend will be designated capital gains.
I-1
(4) Include bracketed material if a portion of the dividend will be
designated capital gains and a portion will be designated ordinary income
taxable for Federal income tax purposes.
A = the maximum amount of capital gains allocated to such series of Preferred
Shares to be included in such dividend, divided by the number of Preferred
Shares.
B = the maximum amount of ordinary income taxable for Federal income tax
purposes allocated to such series of Preferred Shares to be included in such
dividend, divided by the number of shares in such series.
I-2
