Exhibit 3
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BROKER-DEALER AGREEMENT
between
BANKERS TRUST COMPANY
and
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
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Dated as of November 23, 1992
Relating to
AUCTION RATE MUNICIPAL PREFERRED STOCK
(the "Preferred Shares")
SERIES F28 and SERIES F7
of
THE BLACKROCK NEW YORK INSURED MUNICIPAL
2008 TERM TRUST INC.
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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 New York
Insured Municipal 2008 Term Trust Inc., a Maryland corporation (the "Company"),
pursuant to authority granted to it in the Auction Agent Agreement dated as of
November 23, 1992, between the Company and the Auction Agent (the "Auction
Agent Agreement")) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
(together with its successors and assigns hereinafter referred to as "BD").
The Company has duly authorized and issued 855 shares of Auction Rate
Municipal Preferred Stock, Series F28, 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 ("Series F28 Preferred Shares"), and 855 shares of Auction Rate
Municipal Preferred Stock, Series F7, 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 ("Series F7 Preferred Shares"), each pursuant to the Company's
Articles Supplementary (as defined below). The Series F28 Preferred Shares
and the Series F7 Preferred Shares are sometimes herein together referred
to as the "Preferred Shares."
The Company's Articles Supplementary provide that the dividend rate
on the Series F28 Preferred Shares and the F7 Preferred Shares for each
Dividend Period therefor after the Initial Dividend Period shall be the
Applicable Rate therefor, which in each case, 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 Directors 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.
1.1 Terms Defined by Reference to the Articles Supplementary. Capitalized
terms not defined herein shall have the respective meanings specified in the
Articles Supplementary of the Company.
1.2 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:
(a) "Articles Supplementary" shall mean the Articles Supplementary of
the Company, establishing the powers, preferences and rights of the Series F28
Preferred Shares and the Series F7 Preferred Shares filed on November 19, 1992
in the office of the State Department of Assessments and Taxation of the State
of Maryland.
(b) "Auction" shall have the meaning specified in Section 3.1 hereof.
(c) "Auction Procedures" shall mean the Auction Procedures that are set
forth in Paragraph 11 of the Articles Supplementary.
(d) "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.
(e) "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.
(f) "Broker-Dealer Agreement" shall mean this Agreement and any
substantially similar agreement between the Auction Agent and a Broker- Dealer.
(g) "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.
(h) "Settlement Procedures" shall mean the Settlement Procedures
attached hereto as Exhibit B.
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.
2. Notification of Dividend Period and Advance Notice of Allocation of
Taxable Income.
(a) The provisions contained in paragraph 2 of the Articles
Supplementary 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,
in the case of a Dividend Period of 28 days or fewer, and may, in the case of a
Dividend Period of 35 days or more, 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.
3.1 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 Series F28 Preferred Shares or the Series F7
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."
(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 is delivering herewith a Purchaser's Letter executed by BD and a
list of persons to whom BD will initially sell the Series F28 Preferred Shares
and the Series F7 Preferred Shares, the number of shares of each such series of
Preferred Shares BD will sell to each such person and the number of shares of
each such series 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 Articles Supplementary may
execute a Broker-Dealer Agreement and a Purchaser's Letter and participate as
Broker-Dealers in Auctions.
(d) 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.
3.2 Preparation for Each Auction. (a) Not later than 9:30 A.M. on each
Auction Date for both series of 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.
(b) 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 Series F28 Preferred Shares or Series F7
Preferred Shares, as the case may be, of such change in the Auction Date.
(c) 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 F28 Preferred Shares or Series F7 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 Series
F28 Preferred Shares or Series F7 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.
(d) 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.
3.3 Auction Schedule; Method of Submission of Orders. (a) The Company and
the Auction Agent shall conduct Auctions for both series of 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 Articles
Supplementary. 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
Articles Supplementary. By approximately 3:00 P.M. Auction Agent advises
Company of results of Auction as provided in Paragraph 11(d)(ii) of the
Articles Supplementary. 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 Articles Supplementary. Auction Agent
gives notice of Auction results as set forth in Section 3.4(a) hereof.
(b) 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 Articles Supplementary.
(c) BD agrees not to sell, assign or dispose of any Series F28
Preferred Shares or Series F7 Preferred Shares to any Person who has not
delivered a signed Purchaser's Letter to the Auction Agent.
(d) 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.
(e) BD shall deliver to the Auction Agent (i) a written notice,
substantially in the form attached hereto as Exhibit D, of transfers of Series
F28 Preferred Shares or Series F7 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 Series F28 Preferred Shares, or Series F7 Preferred Shares to be
transferred to or by any Person that purchased or sold Series F28 Preferred
Shares, Series F7 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.
3.4 Notice of Auction Results. (a) 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.
(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. 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 Series F28 Preferred Shares or Series F7 Preferred Shares in
such Auction may deliver to such Person a number of whole shares of such Series
F28 Preferred Shares or the Series F7 Preferred Shares as the case may be, that
is less than the number of shares that otherwise was to be purchased by such
Person. In such event, the number of such Series F28 Preferred Shares or the
Series F7 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 Series F28 Preferred Shares or the Series F7 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).
3.5 Service Charge to Be Paid to BD. On the Business Day next succeeding
each Auction Date for each series of 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 shares of such series 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 shares of such series of Preferred Shares subject to valid
Hold Orders (determined in accordance with Paragraph 11 of the Articles
Supplementary) submitted to the Auction Agent by BD plus (C) the number of
shares of such series of Preferred Shares deemed to be subject to Hold Orders
by Existing Holders pursuant to Paragraph 11 of the Articles Supplementary 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 Series F28
Preferred Shares or Series F7 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.
4.1 Duties and Responsibilities. (a) 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.
(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 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 of judgment made
in good faith unless the Auction Agent shall have been negligent in
ascertaining (or failing to ascertain) the pertinent facts.
4.2 Rights of the Auction Agent. (a) 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.
(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.
(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.
4.3 Auction Agent's Disclaimer. The Auction Agent makes no representation
as to the validity or adequacy of this Agreement or the Series F28 Preferred
Shares or the Series F7 Preferred Shares.
5. Miscellaneous.
5.1 Termination. Any party may terminate this Agreement at any time upon
five days' prior notice to the other party.
5.2 Agent Member. At the date hereof, BD is a participant of the
Securities Depository.
5.3 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:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
World Financial Center, Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxx
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
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.
5.4 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.
5.5 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.
5.6 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
the party to be charged.
(b) 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.
5.7 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 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.
5.8 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.
5.9 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.
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:
Xxxxxx Xxxxxx
Title: Assistant Treasurer
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By:
Xxxx Xxxxxxxx
Vice President
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 hrough 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 E 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 D 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 Brokerer-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
New York
0 Xxxxxx Xxxxxx
Insured Municipal 0000
Xxx Xxxx, Xxx Xxxx 00000
Term Trust 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: (1) If submitting more than one Bid for one Bidder, use additional
Auction Bid Forms.
(2) 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.
(3) 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.
(4) 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.
(5) 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 New York Insured Municipal 2008 Term Trust Inc. Series [F28]
[F7] 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 F28] [Series F7] 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 [F28][F7] Preferred Shares of The BlackRock New York Insured
Municipal 2008 Term Trust Inc. in the Auction held on ___________ from the
seller of such shares.
II. We are a Broker-Dealer for _________________ (the "Seller"), which sold
_______ Series [F28][F7] Preferred Shares of The BlackRock New York Insured
Municipal 2008 Term Trust Inc. 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:
