Exhibit k.(3)
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BOOK-ENTRY-ONLY AUCTION-RATE/MONEY MARKET PREFERRED/AND
REMARKETED PREFERRED SECURITIES
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Letter of Representations
[To be Completed by Issuer and Trust Company]
The BlackRock California Insured Municipal 2008 Term Trust Inc.
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[Name of Issuer]
Bankers Trust Company
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[Name of Trust Company]
November 23, 1992
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(Date)
Attention: General Counsel's Office
The Depository Trust Company
00 Xxxxx Xxxxxx; 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Re: Auction Rate Municipal Preferred Stock, Series W7, Cusip No.
09247G 30 6; Auction Rate Municipal Preferred Stock, Series
W28, Cusip No. 09247G 20 7;
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(Issue Description, including CUSIP number)
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain
matters relating to the above-referenced issue (the "Securities"). Trust
Company will act as transfer agent, registrar, dividend disbursing agent,
and redemption agent with respect to the Securities. The Securities will be
issued pursuant to a prospectus, private placement memorandum, or other
such document authorizing the issuance of the Securities dated November 16,
1992 (the "Document"). See Rider A is distributing the Securities through
The Depository Trust Company ("DTC").
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("Underwriter")
To induce DTC to accept the Securities as eligible for deposit at
DTC, and to act in accordance with its Rules with respect to the
Securities, Issuer and Trust Company make the following representations to
DTC:
1. Prior to closing on the Securities on November 23, 1992, there
shall be deposited with DTC one Security certificate registered in the name
of DTC's nominee, Cede & Co. which represents the total number of
Securities issued. Said certificate shall remain in DTC's custody as
provided in the Document. If, however, the aggregate principal amount of
the Securities exceeds $150 million, one certificate will be issued with
respect to each $150 million of principal amount and an additional
certificate will be issued with respect to any remaining principal amount.
Each $150 million Securities certificate shall bear the following legend:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC, (and any payment is
made to Cede & Co. or to such other entity as is requested by an
authorized representative at DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
2. In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer shall establish a record for such
purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall, to the extent possible, send notice of such
record date to DTC not less than 15 calendar days in advance of such record
date. Notices to DTC pursuant to this Paragraph by telecopy shall be sent
to DTC's Reorganization Department at (000) 000-0000 or (000) 000-0000, and
receipt of such notices shall be confirmed by telephoning (000) 000-0000.
Notices to DTC pursuant to this Paragraph by mail or by any other means
shall be sent to DTC's Reorganization Department as indicated in Paragraph
4.
3. In the event of a full or partial redemption of the outstanding
Securities, Issuer or Trust Company shall send a notice to DTC specifying:
(a) the number of Securities to be redeemed; and (b) the date such notice
is to be mailed to Security holders or published (the "Publication Date").
Such notice shall be sent to DTC by a secure means (e.g., legible telecopy,
registered or certified mail, overnight delivery) in a timely manner
designed to assure that such notice is in DTC's possession no later than
the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Trust Company shall
forward such notice either in a separate secure transmission for each CUSIP
number or in a secure transmission for multiple CUSIP numbers (if
applicable) which includes a manifest or list of each CUSIP number
submitted in that transmission. (The party sending such notice shall have a
method to verify subsequently the use of such means and the timeliness of
such notice.) The Publication Date shall be not less than 20 days nor more
than 60 days prior to the redemption date. Notices to DTC pursuant to this
Paragraph by telecopy shall be sent to DTC's Call Notification Department
at (000) 000-0000 or (000) 000-0000. If the party sending the notice does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (000) 000-0000. Notices to DTC
pursuant to this Paragraph by mail or by any other means shall be sent to:
Manager; Call Notification Department
The Depository Trust Company
000 Xxxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000-0000
4. In the event of an invitation to tender the Securities, notice by
Issuer or Trust Company to Security holders specifying the terms of the
tender and the Publication Date of such notice shall be sent to DTC by a
secure means in the manner set forth in the preceding Paragraph. Notices to
DTC pursuant to this Paragraph and notices of other corporate actions
(including mandatory tenders, exchanges, and capital changes) by telecopy
shall be sent to DTC's Reorganization Department at (000) 000-0000 or (212)
709-1094, and receipt of such notices shall be confirmed by telephoning
(000) 000-0000. Notices to DTC pursuant to the above by mail or by any
other means shall be sent to:
Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
0 Xxxxxxx Xxxxxx; 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
5. All notices and payment advices sent to DTC shall contain the
CUSIP number of the Securities.
6. The Document indicates that the dividend rate for the Securities
may vary from time to time. Absent other existing arrangements with DTC,
Issuer or Trust Company shall give DTC notice of each such change in the
dividend rate, on the same day that the new rate is determined by
telephoning the Supervisor of DTC's Dividend Announcement Section at (212)
709-1270, or by telecopy sent to (000) 000-0000. Such verbal or telecopy
notice shall be followed by prompt written confirmation sent by a secure
means in the manner set forth in Paragraph 3 to:
Manager; Announcements
Dividend Department
The Depository Trust Company
0 Xxxxxxx Xxxxxx; 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
7. The Document indicates that each purchaser of Securities must sign
a purchaser's letter which contains provisions restricting transfer of the
Securities purchased. Issuer and Trust Company acknowledge that as long as
Cede & Co. is the sole record owner of the Securities, Cede & Co. shall be
entitled to all voting rights applicable to the Securities and to receive
the full amount of all dividends, liquidation proceeds, and redemption
proceeds payable with respect to the Securities, even if the credits of
Securities to the DTC accounts of any DTC Participant ("Participant")
result from transfers or failures to transfer in violation of the
provisions of the purchaser's letter. Issuer and Trust Company acknowledge
that DTC shall treat any Participant having Securities credited to its DTC
accounts as entitled to the full benefits of ownership of such Securities.
Without limiting the generality of the preceding sentence, Issuer and Trust
Company acknowledge that DTC shall treat any Participant having
Securities credited to its DTC accounts as entitled to receive dividends
distributions, and voting rights, if any, in respect of Securities and,
subject to Paragraphs 11 and 12 to receive certificates evidencing
Securities if such certificates are to be issued in accordance with
Issuer's certificate of incorporation. (The treatment by DTC of the effects
of the crediting by it of Securities to the accounts of Participants
described in the preceding two sentences shall not affect the rights of
Issuers, participants in auctions relating to the Securities, purchasers,
sellers, or holders of Securities against any Participant.) DTC shall not
have any responsibility to ascertain whether any transfer of Securities is
made in accordance with the provisions of the purchaser's letter.
8. Transactions in the Securities shall be eligible for same-day
funds settlement in DTC's Same-Day Funds Settlement ("SDFS") system.
A. Dividend payments shall be received by Cede & Co., as nominee
of DTC, or its registered assigns in same-day funds on each
payment date (or the equivalent in accordance with existing
arrangements between Issuer of Trust Company and DTC). Such
payments shall be made payable to the order of Cede & Co.
Absent any other existing arrangements such payments shall be
addressed as follows:
Manager; Cash Receipts
Dividend Department
The Depository Trust Company
0 Xxxxxxx Xxxxxx; 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
B. Redemption payments shall be made in same-day funds by Trust
Company in the manner set forth in the SDFS Paying Agent
Operating Procedures, a copy of which previously has been
furnished to Trust Company.
9. DTC may direct Issuer or Trust Company to use any other number or
address as the number or address to which notices, payments of dividends,
or redemption proceeds may be sent.
10. In the event of a redemption necessitating a reduction in the
number of Securities outstanding. DTC, in its discretion: (a) may request
Issuer or Trust Company to issue and authenticate a new Security
certificate; or (b) may make an appropriate notation on the Security
certificate indicating the date and amount of such reduction in the number
of Securities outstanding, except in the case of final redemption, in which
case the certificate will be presented to Issuer or Trust Company prior to
payment, if required.
11. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities. Issuer or Trust
Company shall notify DTC of the availability of certificates. In such
event, Issuer or Trust Company shall issue, transfer, and exchange
certificates in appropriate amounts, as required by DTC and others.
12. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Trust Company (at which time DTC will confirm with
Issuer or Trust Company the aggregate principal amount of Securities
outstanding). Under such circumstances, at DTC's request Issuer and Trust
Company shall cooperate fully with DTC by taking appropriate action to make
available one or more separate certificates evidencing Securities to any
DTC Participant having Securities credited to its DTC accounts.
13. Issuer hereby authorizes DTC to provide to Trust Company security
position listings of Participants with respect to the Securities from time
to time at the request of Trust Company. Issuer also authorizes DTC, in the
event of a partial redemption of Securities, to provide Trust Company, upon
request, with the names of those Participants whose positions in Securities
have been selected for redemption by DTC. DTC will use its best efforts to
notify Trust Company of those Participants whose positions in Securities
have been selected for redemption by DTC. Issuer authorizes and instructs
Trust Company to provide DTC with such signatures, examples of signatures,
and authorizations to act as may be deemed necessary or appropriate by DTC
to permit DTC to discharge its obligations to its Participants and
appropriate regulatory authorities. Such requests for security position
listings shall be sent to DTC's Reorganization Department in the manner set
forth in Paragraph 4.
This authorization, unless revoked by Issuer, shall continue with
respect to the Securities while any Securities are on deposit at DTC, until
and unless Trust Company shall no longer be acting. In such event, Issuer
shall provide DTC with similar evidence, satisfactory to DTC, of the
authorization of any successor thereto so to act.
14. Nothing herein shall be deemed to require Trust Company to
advance funds on behalf of Issuer.
Notes:
A. If there is a Trust Company (as defined in this Letter of
Representations), Trust Company as well as Issuer must sign this Letter. If
there is no Trust Company, in signing this Letter Issuer itself undertakes
to perform all of the obligations set forth herein.
B. Schedule A contains statements that DTC believes accurately describe
DTC, the method of effecting book-entry transfers of securities distributed
through DTC, and certain related matters.
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: /s/ Xxxxxxx X. [ILLEGIBLE]
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CC: Underwriter
Underwriter's Counsel
Very truly yours,
THE BLACKROCK CALIFORNIA INSURED MUNICIPAL
2008 TERM TRUST INC.
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(Issuer)
By: /s/ [ILLEGIBLE]
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(Authorized Officer's Signature)
BANKERS TRUST COMPANY
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(Trust Company)
By: /s/ [ILLEGIBLE]
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(Authorized Officer's Signature)
SCHEDULE A
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC--bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities
will be issued as fully-registered securities registered in the name of
Cede & Co. (DTC's partnership nominee). One fully-registered Security
certificate will be issued for [each issue of] the Securities, [each] in
the aggregate principal amount of such issue, and will be deposited with
DTC. [If, however, the aggregate principal amount of [any] issue exceeds
$150 million, one certificate will be issued with respect to each $150
million of principal amount and an additional certificate will be issued
with respect to any remaining principal amount of such issue.]
2. DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934. DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized
book-entry changes in Participants' accounts, thereby eliminating the need
for physical movement of securities certificates Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is owned by a number of
its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Participants are on file with the Securities and
Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities
on DTC's records. The ownership interest of each actual purchaser of each
Security ("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected
to receive written confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Securities are to be
accomplished by entries made on the books of Participants acting on behalf
of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Securities, except in the event
that use of the book-entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. The deposit of Securities with DTC and their
registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the
Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or
may not be the Beneficial Owners. The Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
[6. Redemption notices shall be sent to Cede & Co. If less than all
of the Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in
such issue to be redeemed.]
7. Neither DTC nor Cede & Co. will consent or vote with respect to
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to the
Issuer as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Securities are credited on the record date (identified
in [ILLEGIBLE].
8. Principal and interest payments on the Securities will be made to
DTC. DTC's practice is to credit Direct Participants' accounts on payable
date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payment on
payable date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such
Participant and not of DTC, the Agent, or the Issuer, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of the
Issuer or the Agent, disbursement of such payments to Direct Participants
shall be the responsibility of DTC, and disbursement of such payments to
the Beneficial Owners shall be the responsibility of Direct and Indirect
Participants.
[9. A Beneficial Owner shall give notice to elect to have its
Securities purchased or tendered, through its Participant, to the
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in
the Securities, on DTC's records, to the [Tender/Remarketing] Agent. The
requirement for physical delivery of Securities in connection with a demand
for purchase or a mandatory purchase will be deemed satisfied when the
ownership rights in the Securities are transferred by Direct Participants
on DTC's records.]
10. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to the Issuer or the Agent. Under such circumstances, in the event
that a successor securities depository is not obtained, Security
certificates are required to be printed and delivered.
11. The Issuer may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depository). In
that event, Security certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that the Issuer believes
to be reliable, but the Issuer takes no responsibility for the accuracy
thereof.
Rider A
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Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated
Xxxxxx, Xxxxxxx & Co. Incorporated
PaineWebber Incorporated
Prudential Securities Incorporated
Shearson Xxxxxx Brothers Inc.
