BLACKROCK VIRGINIA MUNICIPAL BOND TRUST
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AUCTION AGENCY AGREEMENT
dated as of June 14, 2002
Relating to
Municipal Auction Rate Cumulative Preferred Shares
Series R7
of
BLACKROCK VIRGINIA MUNICIPAL BOND TRUST
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The Bank of New York,
as Auction Agent
AUCTION AGENCY AGREEMENT
This Auction Agency Agreement (this "Agreement"), dated as of June 14,
2002, is between BlackRock Virginia Municipal Bond Trust (the "Trust") and The
Bank of New York, a New York banking corporation.
The Trust proposes to issue an aggregate of 541 preferred shares, par
value $0.001 per share, liquidation preference $25,000 per share, designated as
Municipal Auction Rate Cumulative Preferred Shares, Series R7 (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 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.
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(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 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,
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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 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
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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.
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
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TIME EVENT
---- -----
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.
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 2.8 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
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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.
(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 2.3(a)(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:
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(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 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
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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. (1)
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
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
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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 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.
2.7 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 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 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.
(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 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.
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.
2.8 Failure to Deposit.
(1) If:
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(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.
(2) If:
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(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 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
15
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, records, documents and other information concerning the conduct and
results of
16
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.
18
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 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;
19
(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;
(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.
20
6. The Auction Agent.
6.1 Duties and Responsibilities.
(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. (1)
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.
21
(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.
(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. In no event shall the Auction Agent be responsible or liable for
special, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit), even if the Auction Agent has
been advised of the likelihood of such loss or damage and regardless of the form
of action.
(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
22
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.
(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,
23
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, BlackRock Virginia Municipal Bond Trustc/o BlackRock
Financial Management, Xxx.000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000Xxxxxxxxx: Treasurer Telecopier No.:
000-000-0000 Telephone No.: 000-000-0000
If to the Auction
Agent, The Bank of New York Corporate Trust Administration
000 Xxxxx Xxxx Xxxx-0xx Xxxxx
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Dealing and Trading Group
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
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.
24
(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.
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 as are 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.
25
BLACKROCK VIRGINIA
MUNICIPAL BOND TRUST
----------------------------------
By: Name
Title
THE BANK OF NEW YORK
----------------------------------
By: Name
Title
26
EXHIBIT A
FORM OF
BROKER-DEALER AGREEMENT
A-1
EXHIBIT B
SETTLEMENT PROCEDURES
B-1
EXHIBIT C
BLACKROCK VIRGINIA MUNICIPAL BOND TRUST
NOTICE OF AUCTION DATE FOR
MUNICIPAL AUCTION RATE 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)]
BLACKROCK VIRGINIA
MUNICIPAL BOND TRUST
---------------------------------
(1) Include this language if a Failure to Deposit exists.
C-1
EXHIBIT D
BLACKROCK VIRGINIA MUNICIPAL BOND TRUST
NOTICE OF PROPOSED CHANGE OF
LENGTH OF RATE PERIOD OF
MUNICIPAL AUCTION RATE PREFERRED SHARES
("Preferred Shares")
BlackRock Virginia Municipal Bond 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.
BLACKROCK VIRGINIA
MUNICIPAL BOND TRUST
---------------------------------
Dated: __________, 20__
D-1
EXHIBIT E
BLACKROCK VIRGINIA MUNICIPAL BOND TRUST
NOTICE OF CHANGE OF LENGTH OF RATE PERIOD
MUNICIPAL AUCTION RATE PREFERRED SHARES
("Preferred Shares")
NOTICE IS HEREBY GIVEN that (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
E-1
by reference to the first Moody's Exposure Period longer than the Moody's
Exposure Period then applicable to the Trust).
BLACKROCK VIRGINIA
MUNICIPAL BOND TRUST
---------------------------------
Dated: __________, 20__
E-2
EXHIBIT F
BLACKROCK VIRGINIA MUNICIPAL BOND 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 BlackRock Virginia Municipal Bond 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.
BLACKROCK VIRGINIA
MUNICIPAL BOND TRUST
------------------------------
Dated: __________, 20___
F-1
EXHIBIT G
BLACKROCK VIRGINIA MUNICIPAL BOND TRUST
NOTICE OF CURE OF FAILURE TO DEPOSIT ON
MUNICIPAL AUCTION RATE PREFERRED SHARES
("Preferred Shares")
NOTICE IS HEREBY GIVEN that BlackRock Virginia Municipal Bond 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___.
BLACKROCK VIRGINIA MUNICIPAL
BOND TRUST
------------------------------
Dated: __________, 20___
X-0
XXXXXXX X
XXXXXXXXX XXXXXXXX MUNICIPAL BOND TRUST
NOTICE OF CURE OF FAILURE TO DEPOSIT ON INCOME
MUNICIPAL AUCTION RATE PREFERRED SHARES
("Preferred Shares ")
NOTICE IS HEREBY GIVEN that BlackRock Virginia Municipal Bond 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___.
BLACKROCK VIRGINIA
MUNICIPAL BOND TRUST
------------------------------
Dated: __________, 20___
H-1
EXHIBIT I
BLACKROCK VIRGINIA MUNICIPAL BOND TRUST
NOTICE OF
[CAPITAL GAINS] [AND] [TAXABLE ORDINARY INCOME](1)
DIVIDEND FOR
MUNICIPAL AUCTION RATE PREFERRED SHARES
("Preferred Shares ")
NOTICE IS HEREBY GIVEN that the amount of the dividend payable on
________________, 20____ for Series ____ of the BlackRock Virginia Municipal
Bond 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 ____%.
BLACKROCK VIRGINIA MUNICIPAL
BOND 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.
I-1
(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.
(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
