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BROKER-DEALERL AGREEMENT
AMONG
THE BANK OF NEW YORK
AS AUCTION AGENT
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AS BROKER-DEALER
DATED AS OF JUNE 14, 2002
RELATING TO
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES OF
BLACKROCK VIRGINIA MUNICIPAL BOND TRUST
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BROKER-DEALER AGREEMENT dated as of June [ ], 2002 (this "Agreement"),
among (i) The Bank of New York, a New York banking corporation, as auction agent
(the "Auction Agent") (not in its individual capacity but solely as agent)
pursuant to authority granted to it in the Auction Agent Agreement, (ii)
BlackRock Virginia Municipal Bond Trust, a Delaware business trust (the
"Trust"), and (iii) each broker-dealer whose name appears on the signature page
hereof, as broker-dealer (together with its successors and assigns as such
hereinafter referred to as "BD").
The Trust intends to issue shares of one or more series of Municipal
Auction Rate Cumulative Preferred Shares, liquidation preference $25,000 per
share (the "Preferred Shares"). The shares of each series of Preferred Shares
shall be issued in book-entry form through the facilities of the Securities
Depository. References to "Preferred Shares" in this Agreement shall refer only
to the beneficial interests in the Preferred Shares unless the context otherwise
requires.
The Auction Procedures require the participation of a Broker-Dealer.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Auction Agent, the Trust and BD
agree as follows:
1. DEFINITIONS AND RULES OF CONSTRUCTION
1.1 TERMS DEFINED BY STATEMENT OF PREFERENCES. 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:
(a) "Agent Member" of any Person shall mean the
member of, or participant in, the Securities Depositary that will act on behalf
of a Bidder.
(b) "Agreement" with respect to the Trust shall mean
this Agreement as may be amended in writing with written consent of the Trust.
(c) "Auction" shall have the meaning specified in
Section 2.1 hereof.
(d) "Auction" Procedures" shall mean the auction
procedures constituting Part II of the form of Statement as of the filing
thereof.
(e) "Authorized Officer" of the Auction Agent shall
mean each Senior Vice President, 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.
(f) "Preferred Shares" shall mean the preferred
shares, par value $.001 per share, of the Trust designated as its "Auction Rate
Municipal Preferred Shares" and bearing such further designation as to series as
the 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.
(g) "Settlement Procedures" shall mean the
Settlement Procedures attached to the Auction Agent Agreement as Exhibit B.
(h) "Statement" shall mean the Statement of
Preferences of Auction Rate Municipal Preferred Shares, as the same may be
amended, supplemented or modified from time to time.
(i) "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 this Agreement:
(a) Words importing the singular number shall
include the plural number and vice versa.
(b) The captions and headings herein are solely for
convenience of reference and shall not constitute a part of this Agreement nor
shall they affect its meaning, construction or effect.
(c) The words "hereof," "herein," "hereto," and
other words of similar import refer to this Agreement as a whole.
(d) All references herein to a particular time of
day shall be to New York City time.
(e) This Agreement shall apply separately but
equally to all series of Preferred Shares that may be issued. Section 1 and 2
hereof shall be read in conjunction with the Statement and in the event of any
conflict with the Statement, the Statement shall take precedence.
1.4 WARRANTIES OF BD. BD hereby represents and warrants that
this Broker-Dealer Agreement has been duly authorized, executed and delivered by
BD and that, assuming the due authorization, execution and delivery hereof by
the Auction Agent, this Broker-Dealer Agreement constitutes a valid and binding
agreement of BD, enforceable against it in accordance with its terms. BD's
representations and warranties in this Section 1.4 shall survive the termination
of this Agreement.
2. THE AUCTIONS
2.1 PURPOSE; INCORPORATION BY REFERENCE OF AUCTION
PROCEDURES AND SETTLEMENT PROCEDURES.
(a) On each Auction Date, the provisions of the
Auction Procedures will be followed by the Auction Agent for the purpose of
determining the Applicable Rate for the
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Preferred Shares for the next Dividend Period. Each periodic implementation of
such procedures is hereinafter referred to as an "Auction."
(b) 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 of this Agreement to the same
extent as if such provisions were fully set forth herein.
(c) BD agrees to act as, and assumes the obligations
of and limitations and restrictions placed upon, a Broker-Dealer under this
Agreement.
(d) BD acknowledges and agrees that each provision
of the Auction Procedures that requires BD to perform an obligation or procedure
is hereby incorporated herein by reference and that this Agreement shall
constitute the Trust's instruction, and BD hereby agrees, to perform such
obligations and procedures without further request by or instructions from the
Trust.
(e) BD may participate in Auctions for its own
account.
2.2 PREPARATION FOR EACH AUCTION.
(a) Not later than 9:30 a.m. on each Auction Date,
the Auction Agent shall advise BD by telephone or other electronic means, to be
confirmed in writing by the Auction Agent, of the Maximum Rate, Reference
Rate(s) and Treasury Note Rate(s).
(b) BD shall cause the Maximum Rate to be
communicated as promptly as practicable to its customers who hold or may be
interested in acquiring Preferred Shares.
(c) As promptly as practicable after determining
each Auction Date, but not later than 9:15 a.m. on the Business Day preceding
such Auction Date, the Auction Agent shall notify BD, by such means as the
Auction Agent deems practicable, of the scheduled date of such Auction Date. If
the Auction Date for any Auction shall be changed after the Auction Agent has
given such notice or the notice referred to in clause (vii) of paragraph (a) of
the Settlement Procedures, the Auction Agent, by such means as the Auction Agent
deems practicable, shall give notice of such change to BD not later than the
earlier of (x) 9:15 a.m. on the Business Day preceding the new Auction Date, and
(y) 9:15 a.m. on the original Auction Date. Thereafter, BD shall promptly notify
customers of BD that are Existing Holders of such change in the Auction Date.
(d) If required by applicable law, or requested by
the Auction Agent, BD shall provide a list of Existing Holders based upon
inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as
a result of the most recent Auction to the Auction Agent promptly after any date
so requested by the Auction Agent. The Auction Agent shall keep confidential any
such information, including information received as to the identity of Bidders
in any Auction, and shall not disclose any such information so provided to any
Person other than the other parties hereto, provided that the Auction Agent each
reserves the right to disclose any such information if (a) it is ordered to do
so by a court of competent jurisdiction or a regulatory, judicial or
quasi-judicial agency, (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 satisfactory to it.
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(e) BD agrees to maintain a list of customers
relating to a series of Preferred Shares and to use its best efforts, subject to
existing laws and regulations, to contact the customers on such list whom BD
believes may be interested in participating in the Auction on each Auction Date,
as a Potential Holder or a Potential Beneficial Owner, for the purposes set
forth in the Auction Procedures. Nothing herein shall require BD to submit an
Order for any customer in any Auction.
(f) The Auction Agent's registry of Existing Holders
of shares of a series of Preferred Shares shall be conclusive and binding on BD.
BD may inquire of the Auction Agent between 3:00 P.M. on the Business Day
preceding an Auction for shares of a series of Preferred Shares and 9:30 A.M. on
the Auction Date for such Auction to ascertain the number of shares of such
series in respect of which the Auction Agent has determined BD to be an Existing
Holder. If BD believes it is the Existing Holder of fewer shares of such series
than specified by the Auction Agent in response to BD's inquiry, BD may so
inform the Auction Agent of that belief. BD shall not, in its capacity as
Existing Holder of shares of such series, submit Orders in such Auction in
respect of shares of such series covering in the aggregate more than the number
of shares of such series specified by the Auction Agent in response to BD's
inquiry.
2.3 AUCTION SCHEDULE; METHOD OF SUBMISSION OF ORDERS.
(a) The Auction Agent shall conduct Auctions in
accordance with the schedule set forth below. Such schedule may be changed at
any time 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 BD which shall have the right to review such change. Such notice
shall be received one Business Day prior to the first Auction Date on which any
such change shall be effective.
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TIME EVENT
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By 9:30 a.m. Auction Agent advises the Trust and the
Broker-Dealer of the applicable Maximum Rate and
the Reference Rate(s) and Treasury Note Rate(s)
as set forth in Section 2.2(a) hereof.
9:30 a.m. - 1:30 p.m. Auction Agent assembles information communicated
to it by Broker-Dealer as provided in Section
2(a) of the Auction Procedures. Submission
Deadline is 1:30 p.m.
Not earlier than Auction Agent makes determinations pursuant to
1:30 p.m. 3(a) of the Auction Procedures.
By approximately Auction Agent advises the Trust of results of
3:30 p.m. Auction as provided in Section 3(b) of the
Auction Procedures. Submitted Bids and Submitted
Sell Orders are accepted and rejected in whole
or in part and Preferred Shares are 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.
(b) BD may designate one or more individuals in its
organization who will coordinate its procedures in connection with Auctions and
purchases and sales of shares of any series of Preferred Shares.
(c) BD agrees to handle its customers' order in
accordance with its duties under applicable securities laws and rules.
(d) To the extent that pursuant to Section 4 of the
Auction Procedures of the Trust, BD continues to hold, sells or purchases a
number of shares that is fewer than the number of shares in an Order submitted
by BD to the Auction Agent in which BD designated itself as an Existing Holder
or Potential Holder in respect of customer Orders, BD shall make appropriate pro
rata allocations among its customers for which it submitted Orders of similar
tenor. If as a result of such allocations, any Beneficial Owner would be
entitled or required to sell, or any Beneficial Owner would be entitled or
required to purchase, a fraction of a Preferred Share on any Auction Date, BD
shall, in such manner as it shall determine in its sole discretion, round up or
down the number of Preferred Shares to be purchased or sold on such Auction Date
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by any Beneficial Owner or Potential Beneficial Owner on whose behalf BD
submitted an Order so that the number of shares so purchased or sold by each
such Beneficial Owner or Potential Beneficial Owner on such Auction Date shall
be whole shares.
(e) BD shall submit Orders to the Auction Agent in
writing in substantially the form attached hereto as Exhibit A. BD shall submit
separate Orders to the Auction Agent for each Potential Holder or Existing
Holder on whose behalf BD is submitting an Order and shall not net or aggregate
the Orders of Potential Holders or Existing Holders on whose behalf BD is
submitting Orders.
(f) BD shall deliver to the Auction Agent a written
notice, substantially in the form attached hereto as Exhibit B, of transfers of
Preferred Shares made through BD by an Existing Holder to another Person other
than pursuant to an Auction and a written notice, substantially in the form
attached hereto as Exhibit C, of the failure of any Preferred Shares to be
transferred to or by any Person that purchased or sold Preferred Shares through
BD pursuant to an Auction. The Auction Agent is not required to accept any
notice delivered pursuant to the terms of the foregoing sentence with respect to
an Auction unless it is received by the Auction Agent by 3:30 p.m. on the
Business Day next preceding the applicable Auction Date.
2.4 NOTICES.
(a) On each Auction Date, the Auction Agent shall
notify BD by telephone or facsimile (or other electronic means acceptable to
both parties) of the results of the Auction as set forth in paragraph (a) of the
Settlement Procedures. By approximately 11:30 A.M. on the Business Day next
succeeding such Auction Date, the Auction Agent shall notify BD in writing of
the disposition of all Orders submitted by BD in the Auction held on such
Auction Date.
(b) BD shall notify each Existing Holder or
Potential Holder on whose behalf BD has submitted an Order as set forth in
paragraph (b) of the Settlement Procedures and take such other action as is
required of BD pursuant to the Settlement Procedures.
2.5 DESIGNATION OF SPECIAL RATE PERIOD.
(a) If the Trust delivers to its Auction Agent a
notice of the Auction Date for any series of Preferred Shares of the Trust for a
Rate Period thereof that next succeeds a Rate period that is not a Minimum Rate
Period in the form of Exhibit C to the Auction Agency Agreement, and BD is a
Broker-.Dealer of such series, the Auction Agent shall deliver such notice to BD
as promptly as practicable after its receipt of such notice from the Trust.
(b) If the Board of Trustees of the Trust proposes
to designate any succeeding Subsequent Rate Period of any series of Preferred
Shares of the Trust as a Special Rate Period and the Trust delivers to its
Auction Agent a notice of such proposed Special Rate Period in the form of
Exhibit D to the Auction Agency Agreement, and BD is a Broker-Dealer for such
series, such Auction Agent shall deliver such notice to BD as promptly as
practicable after its receipt of such notice from the Trust.
(c) If the Board of Trustees of the Trust determines
to designate such succeeding Subsequent Rate Period as a Special Rate Period,
and the Trust delivers to its
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Auction Agent a notice of such Special Rate Period in the form of Exhibit E to
the Auction Agency Agreement not later than 11:00 A.M. on the second Business
Day next preceding the first day of such Rate Period, and BD is a Broker-Dealer
for such series, such Auction Agent shall deliver such notice to BD not later
than 3:00 P.M. on such second Business Day.
(d) If the Trust shall deliver to its Auction Agent a
notice not later than 11:00 A.M. on the second Business Day next preceding the
first day of any 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 to the Auction Agency Agreement,
or shall fail to timely deliver either such notice or a notice in the form of
Exhibit E to the Auction Agency Agreement, and BD is a Broker-Dealer for such
series, such Auction Agent shall deliver a notice in the form of Exhibit F to
the Auction Agency Agreement to BD not later than 3:00 P.M. on such second
Business Day.
2.6 ALLOCATION OF TAXABLE INCOME.
If the Trust delivers to its Auction Agent a notice in the form of
Exhibit I to the Auction Agency Agreement designating all or a portion of any
dividend on shares of any series of Preferred Shares of the Trust to consist of
net capital gains or other income taxable for Federal income tax purposes, and
BD is a Broker-Dealer for such series, such Auction Agent shall deliver such
notice to BD on the Business Day following its receipt of such notice from the
Trust. On or prior to the Auction Date referred to in such notice, BD will
contact each of its customers that is a Beneficial Owner of shares of such
series of Preferred Shares or a Potential Beneficial Owner of shares of such
series of Preferred Shares interested in submitting an Order in the Auction to
be held on such Auction Date, and BD will notify such Beneficial Owners and
Potential Beneficial Owners of the contents of such notice. BD will be deemed to
have notified such Beneficial Owners and Potential Beneficial Owners if, for
each of them, (i) BD makes a reasonable effort to contact such Beneficial Owner
or Potential Beneficial Owner by telephone, and (ii) upon failing to contact
such Beneficial Owner or Potential Beneficial Owner by Telephone BD mails
written notification to such Beneficial Owner or Potential Beneficial Owner at
the mailing address indicated in the account records of BD.
The Auction Agent for any series of Preferred Shares shall be required
to notify BD if it is a Broker-Dealer for such series within two Business Days
after each Auction of such series of the Auction Agent's receipt of notice from
the Trust that such Auction involves an allocation of income taxable for Federal
income tax purposes as to the dollar amount per share of such taxable income and
income exempt from Federal income taxation included in the related dividend.
2.7 FAILURE TO DEPOSIT.
(a) If: (i) any Failure to Deposit shall have occurred
with respect to shares of any series of Preferred Shares of the Trust during any
Rate Period thereof (other than any Special Rate Period of 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 of the Auction
Agency Agreement and the Trust
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shall have paid to the Auction Agent for such series the applicable Late Charge
as described in Section 2.8 of the Auction Agency Agreement, then, if BD is a
Broker-Dealer for such series, such Auction Agent shall deliver a notice in the
form of Exhibit G to the Auction Agency Agreement by first-class mail, postage
prepaid, to BD not later than one Business Day after its receipt of the payment
from the Trust curing such Failure to Deposit and such Late Charge.
(b) If: (i) any Failure to Deposit shall have occurred
with respect to shares of any series of Preferred Shares of the Trust 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 as described in Section 2.8 of the Auction
Agency Agreement or the Trust shall not have paid to the Auction Agent for such
series the applicable Late Charge described in Section 2.8 of the Auction Agency
Agreement; or (ii) any Failure to Deposit shall have occurred with respect to
shares of any series of Preferred Shares of the Trust 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 as described in Section 2.8 of the Auction
Agency Agreement of the Trust shall not have paid to the Auction Agent for such
series the applicable Late Charge described in Section 2.8 of the Auction Agency
Agreement; then such Auction Agent shall deliver a notice in the form of Exhibit
H to the Auction Agency Agreement 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 Late Charge.
2.8 SERVICE CHARGE TO BE PAID TO BD.
(a) No later than 12:00 noon on each Dividend Payment
Date, the Auction Agent after each Auction will pay a service charge from funds
provided by the Trust to each Broker-Dealer on the basis of the purchase price
of Preferred Shares placed by such Broker-Dealer at such Auction. The service
charge shall be (i) in the case of any Auction Date immediately preceding a
seven-day Dividend Period, the product of (A) a fraction the numerator of which
is the number of days in such Dividend Period (calculated by counting the date
of original issue of such shares to but excluding the next succeeding dividend
payment date of such shares) and the denominator of which is 365, times (B) 1/4
of 1%, times (C) $25,000 times (D) the sum of the aggregate number of shares of
outstanding Preferred Shares for which the Auction is conducted and (ii) in the
case of any Special Dividend Period the amount determined by mutual consent of
the Trust and any such Broker-Dealers and shall be based upon a selling
concession that would be applicable to an underwriting of fixed or variable rate
Preferred Shares with a similar final maturity or variable rate dividend period,
respectively, at the commencement of the Dividend Period with respect to such
Auction.
(b) If the Trust determines to change the rate at which
the Broker-Dealer Fee accrues, the Trust shall mail to the Auction Agent a
notice thereof within two Business Days of such change. Any change in the
Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding
the Auction Agent's receipt of notice of such change.
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2.9 SETTLEMENT.
(a) If any Existing Holder selling Preferred Shares in an
Auction fails to deliver such Preferred Shares (by authorized book-entry), the
BD of any Person that was to have purchased Preferred Shares in such Auction may
deliver to such Person a number of Preferred Shares that is less than the number
of Preferred Shares that otherwise were to be purchased by such Person. In such
event, the number of Preferred Shares to be so delivered shall be determined by
BD. Delivery of such lesser number of Preferred Shares shall constitute good
delivery. Upon the occurrence of any such failure to deliver Preferred Shares,
BD shall deliver to the Auction Agent the notice required by Section 2.3(c)(ii)
hereof. Notwithstanding the foregoing provisions of this Section 2.9(a), any
delivery or non delivery of Preferred Shares which represents any departure from
the results of an Auction, as determined by the Auction Agent, shall be of no
effect unless and until the Auction Agent shall have been notified of such
delivery or non-delivery in accordance with the terms of Section 2.3(c)(ii)
hereof. The Auction Agent shall have no duty or liability with respect to
enforcement of this Section 2.9(a).
(b) Neither the Auction Agent nor the Trust shall have
any responsibility or liability with respect to the failure of an Existing
Holder, a Potential Holder or an Agent Member or any of them to deliver
Preferred Shares or to pay for Preferred Shares sold or purchased pursuant to
the Auction Procedures or otherwise.
(c) Notwithstanding any provision of the Auction
Procedures or the Settlement Procedures to the contrary, in the event BD is an
Existing Holder with respect to shares of a series of Preferred Shares and the
Auction procedures provide that BD shall be deemed to have submitted a Sell
Order in an Auction with respect to such shares if BD fails to submit an Order
in that Auction with respect to such shares, BD shall have no liability to any
Person for failing to sell such shares pursuant to such a deemed Sell Order if
(i) such shares were transferred by the beneficial owner thereof without
notification of such transfer in compliance with the Auction Procedures or (ii)
BD has indicated to the Auction Agent pursuant to Section 2.2(f) of this
Agreement that, according to BD's records, BD is not the Existing Holder of such
shares.
(d) Notwithstanding any provision of the Auction
Procedures or the Settlement Procedures to the contrary, in the event an
Existing Holder or Beneficial Owner of shares of a series of Preferred Shares
with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for
such shares that was accepted in whole or in part, or submitted or is deemed to
have submitted a Sell Order for such shares that was accepted in whole or in
part, fails to instruct its Agent Member to deliver such shares against payment
therefore, partial deliveries of Preferred Shares that have been made in respect
of Potential Holders' or Potential Beneficial Owners' Submitted Bids for shares
of such series that have been accepted in whole or in part shall constitute good
delivery to such Potential Holders and Potential Beneficial Owners.
3.1 THE AUCTION AGENT
3.2 DUTIES AND RESPONSIBILITIES.
(a) The Auction Agent is acting solely as agent for the
Trust hereunder and owes no duties, fiduciary or otherwise, to any other Person.
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(b) The Auction Agent undertakes to perform such duties
and only such duties as are specifically set forth in this Agreement, and no
implied covenants or obligations shall be read into this Agreement, the Auction
Agent Agreement, Auction Procedures or the Settlement Procedures against the
Auction Agent.
(c) 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 this Agreement. The Auction Agent shall not be liable for any error
resulting from the use or reliance on a source of information used in good faith
and without negligence to make any determination, calculation or declaration
hereunder. 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
or failing to ascertain the pertinent facts. In no event shall the Auction Agent
be liable for special, punitive, indirect or consequential loss or damage of any
kind whatsoever (including but not limited to lost profits), even if the Auction
Agent has been advised of the likelihood of such loss or damage and regardless
of the form of action.
(d) The Auction Agent shall not be: (i) required to, and
does not, make any representations or have any responsibilities as to the
validity, accuracy, value or genuineness of any signatures or endorsements,
other than its own; (ii) obligated to take any legal action hereunder that
might, in its judgment, involve any expense or liability, unless it has been
furnished with indemnity satisfactory to the Auction Agent; and (iii)
responsible for or liable in any respect on account of the identity, Trust or
rights of any Person (other than itself and its agents and attorneys) executing
or delivering or purporting to execute or deliver any document under this
Agreement or any Broker-Dealer Agreement.
(e) 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.
3.2 RIGHTS OF THE AUCTION AGENT.
(a) The Auction Agent may conclusively rely and shall be
fully protected in acting or refraining from acting upon any communication
authorized by this Agreement and upon any written instruction, notice, request,
direction, consent, report, certificate, share certificate or other instrument,
paper or document believed by it to be genuine. The Auction Agent shall not be
liable for acting upon any communication authorized by this Agreement
(including, but not limited to, any made by telephone, telecopier or other means
of electronic communication acceptable to the parties hereto) which the Auction
Agent believes in good faith to have been given by the Trust or by BD. The
Auction Agent may record telephone communications with BD.
(b) The Auction Agent may consult with counsel of its own
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.
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(c) The Auction Agent shall not be required to advance,
expend or risk its own funds or otherwise incur or become exposed to financial
liability in the performance of its duties hereunder.
(d) 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.
(c) 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.
3.3 AUCTION AGENT'S DISCLAIMER. The Auction Agent makes no
representation as to, and shall have no liability with respect to, the
correctness of the recitals in, or the validity, adequacy or accuracy of, this
Agreement, the Auction Agent Agreement, the Auction Procedures, the offering
material used in connection with the offer and sale of the Preferred Shares or
any other agreement or instrument executed in connection with the transactions
contemplated herein or in any thereof.
4. MISCELLANEOUS
4.1 TERMINATION (a) Any party may terminate this Agreement at any
time upon five (5) days written notice to the other parties, which notice may be
given by facsimile as provided in Section 4.4 hereof. This Agreement shall
automatically terminate upon the redemption of all outstanding Preferred Shares
or upon termination of the Auction Agent Agreement.
(b) BD represents that it (or if BD does not act as Agent
Member, one of its affiliates) shall make all dividend payments on the Preferred
Shares available in same-day funds on each Dividend Payment Date to customers
that use BD or affiliate as Agent Member.
4.2 AGENT MEMBER. BD is, and shall remain for the term of this
Agreement, a member of, or participant in, the Securities Depository (or an
affiliate of such a member or participant).
4.3 COMMUNICATIONS. Except for (i) communications authorized to be
by telephone pursuant to this Agreement or the Auction Procedures and (ii)
communications in connection with the Auctions (other than those expressly
required to be in writing), all notices, requests and other communications to
any party hereunder shall be in writing (for the purposes of this Agreement,
telecopy or other means of electronic communication acceptable to the parties
shall be deemed to be in writing) and shall be given to such party, addressed to
it, at its address, telecopy number set forth below and, where appropriate
reference the particular Auction to which such notice relates:
11
If to BD, ____________________________
addressed: ____________________________
____________________________
____________________________
Attention: ________________
Telephone No.: _____________
Facsimile No.: _____________
If to the Auction The Bank of New York
Agent, addressed: Corporate Trust Administration
000 Xxxxx Xxxx Xxxx - 0xx Xxxxx
Xxxx Xxxxxxxx, XX 00000
Attention: Dealing and Trading Group - Auction Desk
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
If to the Trust, BlackRock Virginia Municipal Bond Trust
addressed: c/o BlackRock Financial Management, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Treasurer
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
or such other address or facsimile number as such party may hereafter specify
for such purpose by notice to the other parties. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of BD by a BD Officer, on behalf of the
Auction Agent by an Authorized Officer and on behalf of the Trust by an
Authorized Trust Officer. Telephone communications may be recorded.
4.4 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof, and there are no
other representations, endorsements, promises, agreements or understandings,
oral, written or inferred, between the parties relating to the subject matter
hereof.
4.5 BENEFITS. Nothing in this Agreement, express or implied, shall
give to any person, other than the Auction Agent, the Trust and BD and their
respective successors and permitted assigns, any benefit of any legal or
equitable right, remedy or claim under this Agreement.
4.6 AMENDMENT; WAIVER.
(a) This 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 each of
the parties hereto.
12
(b) Failure of any party to this Agreement to exercise
any right or remedy hereunder in the event of a breach of this Agreement by any
other party shall not constitute a waiver of any such right or remedy with
respect to any subsequent breach.
4.7 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by, the respective successors and
permitted assigns of each of the parties hereto. This Agreement may not be
assigned by any party hereto absent the prior written consent of the other
parties.
4.8 SEVERABILITY. If any clause, provision or section of this
Agreement 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 remaining clause, provision or section hereof.
4.9 EXECUTION IN COUNTERPARTS. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
4.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK).
13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the date first above written.
THE BANK OF NEW YORK
as Auction Agent
By:
----------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
XXXXXXX LYNCH, PIERCE,
XXXXXX & XXXXX
INCORPORATED
as Broker-Dealer
By:
----------------------------
Name:
Title:
14
Exhibit A
To BROKER-DEALER
AGREEMENT
AUCTION BID FORM
(Submit only one Order on this Order Form)
BLACKROCK VIRGINIA MUNICIPAL BOND TRUST
Municipal Auction Rate Cumulative Preferred Shares ("Preferred Shares")
To: The Bank of New York Date of Auction __________
Corporate Trust Administration Series of Preferred Shares
000 Xxxxx Xxxx Xxxx- 0xx Xxxxx (indicate by
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000 Number Designation)
Attention: Dealing and Trading Group ____________
The undersigned Broker-Dealer submits the following Order on behalf of the
Bidder listed below:
Name of Bidder: __________________________________
Bidder placed the Order listed below covering the number of
shares indicated (complete only one blank):
_________________ number of Preferred Shares now held by
Bidder (an Existing Holder), and the Order is a (check one):
/ / Hold Order; or
/ / Bid at a rate of ____%; or
/ / Sell Order;
-- or -
_________________ number of Preferred Shares not now
held by Bidder (a Potential Holder), and the Order is
a Bid at a rate of ______%
Notes:
(1) If submitting more than one Bid for one Bidder, use additional Order
Forms.
(2) If one or more Bids covering in the aggregate more than the outstanding
number of Preferred Shares held by any Existing Holder are submitted,
such Bids shall be considered valid in the order of priority set forth
in the Auction Procedures.
(3) A Hold or Sell Order may be placed only by an Existing Holder covering
a number of Preferred Shares not greater than the number of Preferred
Shares currently held by such Existing Holder.
(4) Potential Holders may make Bids only, each of which must specify a
rate. If more than one Bid is submitted on behalf of any Potential
Holder, each Bid submitted shall be a separate Bid with the rate
specified.
(5) Bids may contain no more than three figures to the right of the
decimal point (.001 of 1%).
(6) An Order must be submitted in whole Preferred Shares with an aggregate
liquidation preference of $25,000.
Name of Broker-Dealer:
--------------------------
By:
-------------------------------
A-1
Exhibit B
To BROKER-DEALER
AGREEMENT
(To be used only for transfers made other than
pursuant to an Auction)
TRANSFER FORM
BLACKROCK VIRGINIA MUNICIPAL BOND TRUST
Municipal Auction Rate Cumulative Preferred Shares ("Preferred Shares")
Series _____ Preferred Shares
(indicate by Number Designation)
We are (check one):
/ / the Existing Holder named below; or
/ / the Broker-Dealer for such Existing Holder; or
/ / the Agent Member for such Existing Holder.
We hereby notify you that such Existing Holder will
transfer ___ Preferred Shares to ____________________.
BLACKROCK VIRGINIA MUNICIPAL
BOND TRUST
--------------------------------------------------------------------------------
By: __________________________
Name:
Title:
--------------------------------------------------------------------------------
(Name of Existing Holder)
--------------------------------------------------------------------------------
(Name of Broker-Dealer)
--------------------------------------------------------------------------------
(Name of Agent Member)
--------------------------------------------------------------------------------
By: __________________________
Name:
Title:
B-1
Exhibit C
To BROKER-DEALER
AGREEMENT
(To be used only for failures to deliver
Preferred Shares sold pursuant to an Auction)
NOTICE OF A FAILURE TO DELIVER
BLACKROCK VIRGINIA MUNICIPAL BOND TRUST
Municipal Auction Rate Cumulative Preferred Shares ("Preferred Shares")
Series _____ Preferred Shares
(indicate by Number Designation)
Complete either I. or II.
I. We are a Broker-Dealer for ______________ (the
"Purchaser"), which purchased ____ Preferred Shares in
the Auction held on __________________ from the seller
of such Preferred Shares.
II. We are a Broker-Dealer for _____________ (the
"Seller"), which sold ____ Preferred Shares in the
Auction held on ____________________ to the purchaser
of such Preferred Shares.
We hereby notify you that (check one):
the Seller failed to deliver such Preferred
---------- Shares to the Purchaser; or
the Purchaser failed to make payment to the
---------- Seller upon delivery of such Preferred Shares.
Name:
--------------------------------
(Name of Broker-Dealer)
--------------------------------------------------------------------------------
By:
--------------------------------
Printed Name:
Title:
C-1
Capitalized terms used in this letter, unless otherwise defined
herein, shall have the meanings set forth in the Offering Documents.
(Name of Purchaser)
By:
-------------------------
Name:
Title:
Address:
-------------------------
---------------------------------
---------------------------------
Dated:
S-1
