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BROKER-DEALER AGREEMENT
between
BANKERS TRUST COMPANY
and
----------------------
Dated as of November 23, 1992
Relating to
AUCTION RATE MUNICIPAL PREFERRED SHARES
OF BENEFICIAL INTEREST, SERIES R7
(the "Preferred Shares")
of
THE BLACKROCK FLORIDA INSURED
MUNICIPAL 2008 TERM TRUST
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BROKER-DEALER AGREEMENT dated as of November 23, 1992, between
Bankers Trust Company, a New York banking corporation (the "Auction Agent")
(not in its individual capacity but solely as agent of The BlackRock
Florida Insured Municipal 2008 Term Trust, a Massachusetts business trust
(the "Company"), pursuant to authority granted to it in the Auction Agent
Agreement dated as of _________, 1992, between the Company and the Auction
Agent (the "Auction Agent Agreement")) and ______________ (together with
its successors and assigns hereinafter referred to as "BD").
The Company has duly authorized and issued 1,320 shares of Auction
Rate Municipal Preferred Shares of Beneficial Interest, Series R7, with a
par value of $.0l per share and a liquidation preference of $50,000 per
share plus an amount equal to accumulated but unpaid dividends (whether or
not earned or declared) plus the premium, if any, resulting from the
designation of a Premium Call Period ("the Preferred Shares") pursuant to
the Company's Certificate of Designation (as defined below).
The Company's Certificate of Designation provides that the
dividend rate on the Preferred Shares, for each Dividend Period therefor
after the Initial Dividend Period shall be the Applicable Rate therefor,
which, in general, shall be the rate per annum that a commercial bank,
trust company or other financial institution appointed by the Company
advises results from implementation of the Auction Procedures (as defined
below). The Board of Trustees of the Company has adopted a resolution
appointing Bankers Trust Company as Auction Agent for purposes of the
Auction Procedures, and pursuant to Section 2.5(d) of the Auction Agent
Agreement, the Company has authorized and directed the Auction Agent to
execute and deliver this Agreement.
The Auction Procedures require the participation of one or more
Broker- Dealers.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Auction Agent and BD agree as follows:
1. Definitions and Rules of Construction.
(a) Terms Defined by Reference to the Certificate of Designation.
Capitalized terms not defined herein shall have the respective meanings
specified in the Certificate of Designation of the Company.
(b) Terms Defined Herein. As used herein and in the Settlement
Procedures (as defined below), the following terms shall have the following
meanings, unless the context otherwise requires:
(i) "Certificate of Designation" shall mean the
Certificate of Designation of the Company, establishing the powers,
preferences and rights of the Series R7 Preferred Shares filed on November
18, 1992 with the Secretary of State of the Commonwealth of Massachusetts.
(ii) "Auction" shall have the meaning specified in
Section 3.1 hereof.
(iii) "Auction Procedures" shall mean the Auction
Procedures that are set forth in Paragraph 11 of the Certificate of
Designation.
(iv) "Authorized Officer" shall mean each Senior Vice
President, Vice President, Assistant Vice President, Trust Officer,
Assistant Secretary and Assistant Treasurer 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 of
this Agreement in a communication to BD.
(v) "BD Officer" shall mean each officer or employee of
BD designated as a "BD Officer" for purposes of this Agreement in a
communication to the Auction Agent.
(vi) "Broker-Dealer Agreement" shall mean this Agreement
and any substantially similar agreement between the Auction Agent and a
Broker-Dealer.
(vii) "Purchaser's Letter" shall mean a letter addressed
to the Company, the Auction Agent and a Broker-Dealer, substantially in the
form attached hereto as Exhibit A.
(viii) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit B.
(c) 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: (i) Words importing the
singular number shall include the plural number and vice versa.
(ii) 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.
(iii) The words "hereof," "herein," "hereto," and other
words of similar import refer to this Agreement as a whole.
(iv) All references herein to a particular time of day
shall be to New York City time.
2. Notification of Dividend Period and Advance Notice of Allocation of
Taxable Income.
(a) The provisions contained in paragraph 2 of the Certificate of
Designation concerning the notification of a Special Dividend Period will
be followed by the Auction Agent and BD and the provisions contained
therein 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.
(b) Whenever the Company intends to include any net capital gains
or other taxable income in any dividend on Preferred Shares, the Company
will notify the Auction Agent of the amount to be so included at least five
Business Days prior to the Auction Date on which the Applicable Rate for
such dividend is to be established. Whenever the Auction Agent receives
such notice from the Company, it will in turn notify BD, who, on or prior
to such Auction Date, will notify its Existing Holders and Potential
Holders believed to be interested in submitting an Order in the Auction to
be held on such Auction Date.
3. The Auction.
(a) Purpose; Incorporation by Reference of Auction Procedures and
Settlement Procedures.
(i) 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 Preferred Shares, as the case may
be, for the next Dividend Period therefor. Each periodic operation of such
procedures is hereinafter referred to as an "Auction."
(ii) 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.
(iii) BD is delivering herewith a Purchaser's Letter
executed by BD and, in the case of _______________ , a list of persons to
whom BD will initially sell the Preferred Shares, the number of Preferred
Shares BD will sell to each such person and the number of Preferred Shares
BD will hold for its own account. BD agrees to act as, and assumes the
obligations of and limitations and restrictions placed upon, a
Broker-Dealer under this Agreement. BD understands that other Persons
meeting the requirements specified in the definition of "Broker-Dealer"
contained in Paragraph 1 of the Certificate of Designation may execute a
Broker- Dealer Agreement and a Purchaser's Letter and participate as
Broker-Dealers in Auctions.
(iv) BD and other Broker-Dealers may participate in
Auctions for their own accounts, provided that BD or such other
Broker-Dealers, as the case may be, has executed a Purchaser's Letter.
However, the Company may by notice to BD and all other Broker-Dealers
prohibit all Broker-Dealers from submitting Bids in Auctions for their own
accounts, provided that Broker-Dealers may continue to submit Hold Orders
and Sell Orders.
(b) Preparation for Each Auction.
(i) Not later than 9:30 A.M. on each Auction Date for the
Preferred Shares, the Auction Agent shall advise BD by telephone of the
Maximum Applicable Rate in effect on such Auction Date as determined from
the higher of the 30-day "AA" Composite Commercial Paper Rate and the
Taxable Equivalent of the Short-Term Municipal Bond Rate (except in the
case of a Special Dividend Period in which case the Maximum Applicable Rate
shall be determined from the higher of the Special Dividend Period
Reference Rate and the Taxable Equivalent of the Short- Term Municipal Bond
Rate.
(ii) In the event that the Auction Date for any Auction
shall be changed after the Auction Agent has given 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 9:15 A.M. on the
new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD shall
promptly notify customers of BD that BD believes are Existing Holders of
Preferred Shares of such change in the Auction Date.
(iii) The Auction Agent from time to time may request BD
to provide it with a list of the respective customers BD believes are
Existing Holders of shares of Series R7 Preferred Shares. BD shall comply
with any such request, and 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 Company; and such information shall
not be used by the Auction Agent or its officers, employees, agents or
representatives for any purpose other than such purposes as are described
herein. The Auction Agent shall transmit any list of customers BD believes
are Existing Holders of Preferred Shares and information related thereto
only to its officers, employees, agents or representatives in the Corporate
Trust and Agency Group who need to know such information for the purposes
of acting in accordance with this Agreement and shall prevent the
transmission of such information to others and shall cause its officers,
employees, agents and representatives to abide by the foregoing
confidentiality restrictions; provided, however, that the Auction Agent
shall have no responsibility or liability for the actions of any of its
officers, employees, agents or representatives after they have left the
employ of the Auction Agent.
(iv) The Auction Agent is not required to accept the
Purchaser's Letter for any Potential Holder for an Auction unless it is
received by the Auction Agent by 3:00 P.M. on the Business Day next
preceding such Auction.
(c) Auction Schedule; Method of Submission of Orders.
(i) The Company and the Auction Agent shall conduct
Auctions for the Preferred Shares 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 Company, which consent shall not be unreasonably
withheld. The Auction Agent shall give notice of any such change to BD.
Such notice shall be received prior to the first Auction Date on which any
such change shall be effective.
Time Event
By 9:30 A.M. Auction Agent advises the Company and Broker-Dealers
of the Maximum Applicable Rate as determined from the higher of the 30-day
"AA" Composite Commercial Paper Rate and the Taxable Equivalent of the
Short-Term Municipal Bond Rate (except in the case of a Special Dividend
Period in which case the Maximum Applicable Rate shall be the higher of the
Special Dividend Period Reference Rate and the Taxable Equivalent of the
Short-Term Municipal Bond Rate) as set forth in Section 3.2(a) hereof.
9:30 A.M. - 1:00 P.M. Auction Agent assembles information communicated
to it by Broker-Dealers as provided in Paragraph 11(c)(i) of the Certificate of
Designation Submission Deadline is 1:00 P.M.
Not earlier than 1:00 P.M. Auction Agent makes determinations
pursuant to Paragraph 11(d)(i) of the Certificate of Designation.
By approximately 3:00 P.M. Auction Agent advises Company of
results of Auction as provided in Paragraph 11(d)(ii) of the Certificate of
Designation. Submitted Bids and Submitted Sell Orders are accepted and
rejected in whole or in part and shares of Preferred Shares are allocated
as provided in Paragraph 11(e) of the Certificate of Designation.
Auction Agent gives notice of Auction results as set forth in
Section 3.4(a) hereof.
(ii) BD agrees to maintain a list of Potential Holders
and to contact the Potential Holders on such list on or prior to each
Auction Date for the purposes set forth in Paragraph 11 of the Certificate
of Designation.
(iii) BD agrees not to sell, assign or dispose of any
Preferred Shares to any Person who has not delivered a signed Purchaser's
Letter to the Auction Agent.
(iv) BD shall submit Orders to the Auction Agent in
writing in substantially the form attached hereto as Exhibit C. 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.
(v) BD shall deliver to the Auction Agent (i) a written
notice, substantially in the form attached hereto as Exhibit D, of
transfers of Preferred Shares made through BD by an Existing Holder to
another Person other than pursuant to an Auction, and (ii) a written
notice, substantially in the form attached hereto as Exhibit E, of the
failure of any Preferred Shares to be transferred to or by any Person that
purchased or sold Preferred Shares or 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 3:00 P.M. on the Business Day next
preceding the applicable Auction Date.
(d) Notice of Auction Results.
(i) On each Auction Date, the Auction Agent shall notify
BD by telephone as set forth in paragraph (a) of the Settlement Procedures.
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.
(ii) 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.
If any Existing Holder selling Preferred Shares in an Auction
fails to deliver such shares, the BD of any Person that was to have
purchased Preferred Shares in such Auction may deliver to such Person a
number of whole shares of such Preferred Shares that is less than the
number of shares that otherwise was to be purchased by such Person. In such
event, the number of such Preferred Shares to be so delivered shall be
determined by such BD. Delivery of such lesser number of shares shall
constitute good delivery. Upon the occurrence of any such failure to
deliver shares, such BD shall deliver to the Auction Agent the notice
required by Section 3.3(e)(ii) hereof. Notwithstanding the foregoing terms
of this Section 3.4(b), 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 3.3(e)(ii) hereof. The Auction Agent
shall have no duty or liability with respect to enforcement of this Section
3.4(b).
(e) Service Charge to Be Paid to BD. On the Business Day next
succeeding each Auction Date for the Preferred Shares, the Auction Agent
shall pay to BD from moneys received from the Company an amount equal to,
(a) in the case of any Auction Date immediately preceding any Dividend
Period of 28 days or less, the product of (i) a fraction the numerator of
which is the number of days in such Dividend Period (calculated by counting
the first day of such Dividend Period but excluding the last day thereof)
and the denominator of which is 365, times (ii) 1/4 of 1%, times (iii)
$50,000, times (iv) the sum of (A) the aggregate number of Preferred Shares
placed by BD in the applicable Auction that were (x) the subject of a
Submitted Bid of an Existing Holder submitted by BD and continued to be
held as a result of such submission and (y) the subject of a Submitted Bid
of a Potential Holder submitted by BD and were purchased as a result of
such submission plus (B) the aggregate number of Preferred Shares subject
to valid Hold Orders (determined in accordance with Paragraph 11 of the
Certificate of Designation) submitted to the Auction Agent by BD plus (C)
the number of shares of Preferred Shares deemed to be subject to Hold
Orders by Existing Holders pursuant to Paragraph 11 of the Certificate of
Designation that were acquired by such Existing Holders through BD
and (b) in the case of any Auction Date immediately preceding any Dividend
Period of 35 days or more, that amount as mutually agreed on by the Company
and BD, based on 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. For the
purposes of calculating any such fee, Preferred Shares will be placed by a
Broker-Dealer if such shares were (i) the subject of Hold Orders deemed to
have been made by Existing Holders that were acquired by such Existing
Holders through such Broker-Dealer or (ii) the subject of the following
Orders submitted by such Broker-Dealer: (A) a Submitted Bid of an Existing
Holder that resulted in such Existing Holder continuing to hold such shares
as a result of the Auction, (B) a Submitted Bid of a Potential Holder that
resulted in such Potential Holder purchasing such shares as a result of the
Auction or (C) a Submitted Hold Order.
For purposes of subclause (iv) (C) of the foregoing sentence, if
any Existing Holder who acquired the Preferred Shares through BD transfers
those shares to another Person other than pursuant to an Auction, then the
Broker-Dealer for the shares so transferred shall continue to be BD,
provided, however, that if the transfer was effected by, or if the
transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall
be the Broker-Dealer for such shares.
4. The Auction Agent.
(a) Duties and Responsibilities.
(i) The Auction Agent is acting solely as agent for the
Company hereunder and owes no fiduciary duties to any other Person by
reason of this Agreement.
(ii) 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
against the Auction Agent.
(iii) 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 of judgment made in good faith unless the Auction Agent shall
have been negligent in ascertaining (or failing to ascertain) the pertinent
facts.
(b) Rights of the Auction Agent.
(i) The Auction Agent may rely and shall be 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 telephone communication authorized by this
Agreement which the Auction Agent believes in good faith to have been given
by the Company or by BD. The Auction Agent may record telephone
communications with BD.
(ii) 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.
(iii) 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.
(iv) The Auction Agent may perform its duties and
exercise its rights hereunder either directly or by or through agents or
attorneys.
(c) Auction Agent's Disclaimer. The Auction Agent makes no
representation as to the validity or adequacy of this Agreement or the Series
R7 Preferred Shares.
5. Miscellaneous.
(a) Termination. Any party may terminate this Agreement at any
time upon five days' prior notice to the other party.
(b) Agent Member. At the date hereof, BD is a participant of the
Securities Depository.
(c) Communications. Except for (i) communications authorized to be
made 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 (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 BD
addressed: __________________________________________
__________________________________________
__________________________________________
__________________________________________
__________________________________________
Attention:
Telecopier No.:
Telephone No.:
If to the Auction Bankers Trust Company
Agent, addressed: 0 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Auction Rate Securities
Telecopier No.: (000) 000-0000
Telephone No.:(000) 000-0000
or such other address or telecopy number as such party may hereafter
specify for such purpose by notice to the other party. 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 and on behalf of the Auction Agent by an Authorized Officer. BD may
record telephone communications with the Auction Agent.
(d) 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.
(e) Benefits. Nothing in this Agreement, express or implied, shall
give to any person, other than the Company, the Auction Agent and BD and
their respective successors and assigns, any benefit of any legal or
equitable right, remedy or claim under this Agreement.
(f) Amendment; Waiver.
(i) 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 the party to be charged.
(ii) Failure of either party to this Agreement to
exercise any right or remedy hereunder in the event of a breach of this
Agreement by the other party shall not constitute a waiver of any such
right or remedy with respect to any subsequent breach.
(g) 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 BD and the Auction Agent. This Agreement
may not be assigned by either party hereto absent the prior written consent
of the other party; provided, however, that this Agreement may be assigned
by the Auction Agent to a successor Auction Agent selected by the Company
without the consent of BD.
(h) 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.
(i) 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.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed in said State.
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.
BANKERS TRUST COMPANY
By:___________________________________
Title:
______________________________________
By:___________________________________
Title:
EXHIBIT A
TO BE SUBMITTED TO YOUR BROKER-DEALER WHO WILL THEN DELIVER COPIES ON YOUR
BEHALF TO THE RESPECTIVE TRUST COMPANY OR REMARKETING AGENT. MASTER
PURCHASER'S LETTER
Relating to Securities Involving Rate Settings Through Auctions or Remarketings
THE COMPANY A REMARKETING AGENT THE TRUST COMPANY A BROKER-DEALER AN AGENT
MEMBER OTHER PERSONS
Dear Sirs:
1. This letter is designed to apply to publicly or privately offered debt
or equity securities ("Securities") of any issuer ("Company") which are
described in any final prospectus or other offering materials relating to
such Securities as the same may be amended or supplemented (collectively,
with respect to the particular Securities concerned, the "Prospectus") and
which involve periodic rate settings through auctions ("Auctions") or
remarketing procedures ("Remarketings"). This letter shall be for the
benefit of any Company and of any trust company, auction agent, paying
agent (collectively, "trust company"), remarketing agent, broker-dealer,
agent member, securities depository or other interested person in
connection with any Securities and related Auctions or Remarketings (it
being understood that such persons may be required to execute specified
agreements and nothing herein shall alter such requirements). The
terminology used herein is intended to be general in its application and
not to exclude any Securities in respect of which (in the Prospectus or
otherwise) alternative terminology is used.
2. We may from time to time offer to purchase, purchase, offer to sell
and/or sell Securities of any Company as described in the Prospectus
relating thereto. We agree that this letter shall apply to all such
purchases, sales and offers and to Securities owned by us. We understand
that the dividend/interest rate on Securities may be based from time to
time on the results of Auctions or Remarketings as set forth in the
Prospectus.
3. We agree that any bid or sell order placed by us in an Auction or a
Remarketing shall constitute an irrevocable offer (except as otherwise
described in the Prospectus) by us to purchase or sell the Securities
subject to such bid or sell order, or such lesser amount of Securities as
we shall be required to sell or purchase as a result of such Auction or
Remarketing, at the applicable price, all as set forth in the Prospectus,
and that if we fail to place a bid or sell order with respect to
Securities owned by us with a broker-dealer on any Auction or Remarketing
date, or a broker-dealer to which we communicate a bid or sell order fails
to submit such bid or sell order to the trust company or remarketing agent
concerned, we shall be deemed to have placed a hold order with respect to
such Securities as described in the Prospectus. We authorize any
broker-dealer that submits a bid or sell order as our agent in Auctions or
Remarketings to execute contracts for the sale of Securities covered by
such bid or sell order. We recognize that the payment by such broker-
dealer for Securities purchased on our behalf shall not relieve us of any
liability to such broker-dealer for payment for such Securities.
4. We understand that in a Remarketing, the dividend or interest rate or
rates on the Securities and the allocation of Securities tendered for sale
between dividend or interest periods of different lengths will be based
from time to time on the determinations of one or more remarketing agents,
and we agree to be conclusively bound by such determinations. We further
agree to the payment of different dividend or interest rates to different
holders of Securities depending on the length of the dividend or interest
period elected by such holders. We agree that any notice given by us to a
remarketing agent (or to a broker-dealer for transmission to a remarketing
agent) of our desire to tender Securities in a Remarketing shall constitute
an irrevocable (except to the limited extent set forth in the Prospectus)
offer by us to sell the Securities specified in such notice, or such lesser
number of Securities as we shall be required to sell as a result of such
Remarketing in accordance with the terms set forth in the Prospectus, and
we authorize the remarketing agent to sell, transfer or otherwise dispose
of such Securities as set forth in the Prospectus.
5. We agree that, during the applicable period as described in the
Prospectus, dispositions of Securities can be made only in the
denominations set forth in the Prospectus and we will sell, transfer or
otherwise dispose of any Securities held by us from time to time only
pursuant to a bid or sell order placed in an Auction, in a Remarketing, to
or through a broker-dealer or, when permitted in the Prospectus, to a
person that has signed and delivered to the applicable trust company or a
remarketing agent a letter substantially in the form of this letter (or
other applicable purchaser's letter) provided that in the case of all
transfers other than pursuant to Auctions or Remarketings we or our
broker-dealer or our agent member shall advise such trust company or a
remarketing agent of such transfer. We understand that a restrictive legend
will be placed on certificates representing the Securities and
stop-transfer instructions will be issued to the transfer agent and/or
registrar, all as set forth in the Prospectus.
6. We agree that, during the applicable period as described in the Prospectus,
ownership of Securities shall be represented by one or more global certificates
registered in the name of the applicable securities depository or its
nominee that we will not be entitled to receive any certificate
representing the Securities and that our ownership of any Securities will
be maintained in book entry form by the securities depository for the
account of our agent member, which in turn will maintain records of our
beneficial ownership. We authorize and instruct our agent member to
disclose to the applicable trust company or remarketing agent such
information concerning our beneficial ownership of Securities as such trust
company or remarketing agent shall request.
7. We acknowledge that partial deliveries of Securities purchased in
Auctions or Remarketings may be made to us and such deliveries shall
constitute good delivery as set forth in the Prospectus.
8. This letter is not a commitment by us to purchase any Securities.
9. This letter supersedes any prior-dated version of this master
purchaser's letter, and supplements any prior or post-dated purchaser's
letter specific to particular Securities, and this letter may only be
revoked by a signed writing delivered to the original recipients hereof.
10. The descriptions of Auction or Remarketing procedures set forth in each
applicable Prospectus are incorporated by reference herein and in case of
any conflict between this letter, any purchaser's letter specific to
particular Securities and any such description, such description shall
control.
11. Any xerographic or other copy of this letter shall be deemed of equal
effect as a signed original.
12. Our agent member of The Depository Trust Company currently is
13. Our personnel authorized to place orders with broker-dealers for the
purposes set forth in the Prospectus in Auctions or Remarketings currently
is/are , telephone number ( )
14. Our taxpayer identification number is
15. In the case of each offer to purchase, purchase, offer to sell or sale
by us of Securities not registered under the Securities Act of 1933, as
amended (the "Act"), we represent and agree as follows:
(a) We understand and expressly acknowledge that the Securities
have not been and will not be registered under the Act and, accordingly,
that the Securities may not be reoffered, resold or otherwise pledged,
hypothecated or transferred unless an applicable exemption from the
registration requirements of the Act is available.
(b) We hereby confirm that any purchase of Securities made by us
will be for our own account, or for the account of one or more parties for
which we are acting as trustee or agent with complete investment discretion
and with authority to bind such parties, and not with a view to any public
resale or distribution thereof. We and each other party for which we are
acting which will acquire Securities will be "accredited investors" within
the meaning of Regulation D under the Act with respect to the Securities to
be purchased by us or such party, as the case may be, will have previously
invested in similar types of instruments and will be able and prepared to
bear the economic risk of investing in and holding such Securities.
(c) We acknowledge that prior to purchasing any Securities we
shall have received a Prospectus (or private placement memorandum) with
respect thereto and acknowledge that we will have had access to such
financial and other information, and have been afforded the opportunity to
ask such questions of representatives of the Company and receive answers
thereto, as we deem necessary in connection with our decision to purchase
Securities.
(d) We recognize that the Company and broker-dealers will rely
upon the truth and accuracy of the foregoing investment representations and
agreements, and we agree that each of our purchases of Securities now or in
the future shall be deemed to constitute our concurrence in all of the
foregoing which shall be binding on us and each party for which we are
acting as set forth in Subparagraph B above.
_________________________________
(Name of Purchaser)
By ______________________________
Printed Name:
Title:
Dated:___________________________
Mailing Address of Purchaser
_________________________________
_________________________________
_________________________________
EXHIBIT B
SETTLEMENT PROCEDURES
The following summary of Settlement Procedures sets forth the
procedures expected to be followed in connection with the settlement of
each Auction and will be incorporated by reference in the Auction Agent
Agreement and each Broker- Dealer Agreement. Nothing contained in this
Appendix constitutes a representation by the Trust that in each Auction
each party referred to herein will actually perform the procedures
described herein to be performed by such party. Capitalized terms used
herein shall have the respective meanings specified in the glossary of this
Prospectus or Appendix E to the Prospectus, as the case may be.
(a) On each Auction Date, the Auction Agent shall notify by
telephone the Broker-Dealers that participated in the Auction held on such
Auction Date and submitted an Order on behalf of any Existing Holder or
Potential Holder of:
(i) the Applicable Rate fixed for the next succeeding
Dividend Period;
(ii) whether Sufficient Clearing Bids existed for the
determination of the Applicable Rate;
(iii) if such Broker-Dealer (a "Seller's Broker-Dealer")
submitted a Bid or Sell Order on behalf of an Existing Holder, the number
of shares, if any, of Preferred Shares to be sold by such Existing Holder;
(iv) if such Broker-Dealer (a "Buyer's Broker-Dealer")
submitted a Bid on behalf of a Potential Holder, the number of shares, if
any, of Preferred Shares to be purchased by such Potential Holder;
(v) if the aggregate number of Preferred Shares to be
sold by all Existing Holders on whose behalf such Broker-Dealer submitted a
Bid or a Sell Order exceeds the aggregate number of Preferred Shares to be
purchased by all potential Holders on whose behalf such Broker-Dealer
submitted a Bid, the name or names of one or more Buyer's Broker-Dealers
(and the name of the Agent Member, if any, of each such Buyer's
Broker-Dealer) acting for one or more purchasers of such excess number of
Preferred Shares and the number of such shares to be purchased from one or
more Existing Holders on whose behalf such Broker-Dealer acted by one or
more Potential Holders on whose behalf each of such Buyer's Broker-Dealers
acted;
(vi) if the aggregate number of Preferred Shares to be
purchased by all Potential Holders on whose behalf such Broker-Dealer
submitted a Bid exceeds the aggregate number of Preferred Shares to be sold
by all Existing Holders on whose behalf such Broker-Dealer submitted a Bid
or a Sell Order, the name or names of one or more Seller's Broker-Dealers
(and the name of the Agent Member, if any, of each such Seller's
Broker-Dealer) acting for one or more sellers of such excess number of
Preferred Shares and the number of such shares to be sold to one or more
Potential Holders on whose behalf such Broker-Dealer acted by one or more
Existing Holders on whose behalf each of such Seller's Broker-Dealers
acted; and
(vii) the Auction Date of the next succeeding Auction
with respect to the Preferred Shares.
(b) On each Auction Date, each Broker-Dealer that submitted an
Order on behalf of any Existing Holder or Potential Holder shall:
(i) in the case of a Broker-Dealer that is a Buyer's
Broker-Dealer, instruct each Potential Holder on whose behalf such
Broker-Dealer submitted a Bid that was accepted, in whole or in part, to
instruct such Potential Holder's Agent Member to pay to such Broker-Dealer
(or its Agent Member) through the Securities Depository the amount
necessary to purchase the number of Preferred Shares to be purchased
pursuant to such Bid against receipt of such shares and advise such
Potential Holder of the Applicable Rate for the next succeeding Dividend
Period;
(ii) in the case of a Broker-Dealer that is a Seller's
Broker-Dealer, instruct each Existing Holder on whose behalf such
Broker-Dealer submitted a Sell Order that was accepted, in whole or in
part, or a Bid that was accepted, in whole or in part, to instruct such
Existing Holder's Agent Member to deliver to such Broker- Dealer (or its
Agent Member) through the Securities Depository the number of Preferred
Shares to be sold pursuant to such Order against payment therefor and
advise any such Existing Holder that will continue to hold Preferred Shares
of the Applicable Rate for the next succeeding Dividend Period;
(iii) advise each Existing Holder on whose behalf such
Broker- Dealer submitted a Hold Order of the Applicable Rate for the next
succeeding Dividend Period;
(iv) advise each Existing Holder on whose behalf such
Broker- Dealer submitted an Order of the Auction Date for the next
succeeding Auction; and
(v) advise each Potential Holder on whose behalf such
Broker- Dealer submitted a Bid that was accepted, in whole or in part, of
the Auction Date for the next succeeding Auction.
(c) On the basis of the information provided to it pursuant to (a)
above, each Broker-Dealer that submitted a Bid or a Sell Order on behalf of
a Potential Holder or an Existing Holder shall, in such manner and at such
time or times as in its sole discretion it may determine, allocated any
funds received by it pursuant to (b)(i) above and any Preferred Shares
received by it pursuant to (b)(ii) above among the Potential Holders, if
any, on whose behalf such Broker-Dealer submitted Bids, the Existing
Holders, if any, on whose behalf such Broker-Dealer submitted Bids that
were accepted or Sell Orders, and any Broker-Dealer or Broker-Dealers
identified to it by the Auction Agent pursuant to (a)(v) or (a)(vi) above.
(d) On each Auction Date:
(i) each Potential Holder and Existing Holder shall
instruct its Agent Member as provided in (b)(i) or (ii) above, as the case
may be;
(ii) each Seller's Broker-Dealer which is not an Agent
Member of the Securities Depository shall instruct its Agent Member to (A)
pay through the Securities Depository to the Agent Member of the Existing
Holder delivering shares to such Broker-Dealer pursuant to (b)(ii) above
the amount necessary to purchase such shares against receipt of such
shares, and (B) deliver such shares through the Securities Depository to a
Buyer's Broker-Dealer (or its Agent Member) identified to such Seller's
Broker-Dealer pursuant to (a)(v) above against payment therefor; and
(iii) each Buyer's Broker-Dealer which is not an Agent
Member of the Securities Depository shall instruct its Agent Member to (A)
pay through the Securities Depository to a Seller's Broker-Dealer (or its
Agent Member) identified pursuant to (a)(vi) above the amount necessary to
purchase the shares to be purchased pursuant to (b)(i) above against
receipt of such shares, and (B) deliver such shares through the Securities
Depository to the Agent Member of the purchaser thereof against payment
therefor.
(e) On the day after the Auction Date:
(i) each Bidder's Agent Member referred to in (d)(i)
above shall instruct the Securities Depository to execute the transactions
described under (b)(i) or (ii) above, and the Securities Depository shall
execute such transactions;
(ii) each Seller's Broker-Dealer or its Agent Member
shall instruct the Securities Depository to execute the transactions
described in (d)(ii) above, and the Securities Depository shall execute
such transactions; and
(iii) each Buyer's Broker-Dealer or its Agent Member
shall instruct the Securities Depository to execute the transactions
described in (d)(iii) above, and the Securities Depository shall execute
such transactions.
(f) If an Existing Holder selling Preferred Shares in an Auction
fails to deliver such shares (by authorized book-entry), a Broker-Dealer
may deliver to the Potential Holder on behalf of which it submitted a Bid
that was accepted a number of whole Preferred Shares that is less than the
number of shares that otherwise was to be purchased by such Potential
Holder. In such event, the number of Preferred Shares to be so delivered
shall be determined solely by such Broker-Dealer. Delivery of such lesser
number of shares shall constitute good delivery. Notwithstanding the
foregoing terms of this paragraph (f), any delivery or non- delivery of
shares which shall represent 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 provisions of the Auction Agent Agreement and the
Broker- Dealer Agreements.
EXHIBIT C
BANKERS TRUST COMPANY
AUCTION BID FORM
Submit To: Bankers Trust Co.
Issue: The BlackRock Florida Insured
0 Xxxxxx Xxxxxx Xxxxxxxxx 0000 Term Trust
Xxx Xxxx, Xxx Xxxx 00000
Series: ____________________________
Auction Date:_____________________________
Attention: Auction Rate Telephone (000) 000-0000
Securities Facsimile (000) 000-0000
The undersigned Broker-Dealer submits the following Order on behalf of the
Bidder listed below:
Name of Bidder: ______________________
EXISTING HOLDER
Shares now held __________
HOLD _____________________
BID at rate of _____________________
SELL _____________________
POTENTIAL HOLDER
# of shares bid _____________________
BID at rate of _____________________
Notes:
(a) If submitting more than one Bid for one Bidder, use additional Auction
Bid Forms.
(b) If one or more Bids covering in the aggregate more than the number of
outstanding 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 on the above issue.
(c) A Hold or Sell may be placed only by an Existing Holder covering a
number of shares not greater than the number of shares currently held.
(d) Potential Holders may make only Bids, 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.
(e) Bids may contain no more than three figures to the right of the decimal
point (.001 of 1%). Fractions will not accepted.
NAME OF BROKER-DEALER ___________________________
Authorized Signature ___________________________
EXHIBIT D
(To be used only for transfers made other than pursuant to
an Auction).
TRANSFER FORM
Re: The BlackRock Florida Insured Municipal 2008 Term Trust Series R7 Preferred
Shares (the "Preferred Shares")
We are (check one):
/ / the Existing Holder named below;
/ / the Broker-Dealer for such Existing Holder; or
/ / the Agent Member for such Existing Holder.
We hereby notify you that such Existing Holder has transferred
_____ shares of Series R7 Preferred Shares to __________.
---------------------------------
(Name of Existing Holder)
---------------------------------
(Name of Broker-Dealer)
---------------------------------
(Name of Agent Member)
By:______________________________
Printed Name:
Title:
EXHIBIT E
(To be used only for failures to deliver Preferred Shares sold pursuant to
an Auction)
NOTICE OF A FAILURE TO DELIVER
Complete either I or II
I. We are a Broker-Dealer for _________________ (the "Purchaser"),
which purchased _______ Series R7 Preferred Shares of The
BlackRock Florida Insured Municipal 2008 Term Trust in the Auction
held on ___________ from the seller of such shares.
II. We are a Broker-Dealer for _________________ (the "Seller"), which
sold _______ Series R7 Preferred Shares of the BlackRock Florida
Insured Municipal 2008 Term Trust in the Auction held on
____________ to the Purchaser of such shares.
We hereby notify you that (check one) --
_________ the Seller failed to deliver such shares to the Purchaser
_________ the Purchaser failed to make payment to the Seller upon delivery
of such shares
Name:______________________________
(Name of Broker-Dealer)
By: _______________________________
Printed Name:
Title:
