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BROKER-DEALER AGREEMENT
between
BANKERS TRUST COMPANY
and
X.X. XXXXXXX & SONS, INC.
Dated as of April 27, 1992
Relating to
AUCTION RATE MUNICIPAL PREFERRED STOCK
(the "Preferred Shares")
SERIES M28 and SERIES M7
of
THE BLACKSTONE INSURED MUNICIPAL TERM TRUST INC.
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BROKER-DEALER AGREEMENT dated as of April 27, 1992 between
Bankers Trust Company, a New York banking corporation (the "Auction Agent")
(not in its individual capacity but solely as agent of The Blackstone
Insured Municipal Term Trust Inc., a Maryland corporation (the "Company"),
pursuant to authority granted to it in the Auction Agent Agreement dated as
of April 27, 1992, between the company and the Auction Agent (the "Auction
Agent Agreement")) and X.X. Xxxxxxx & Sons, Inc. (together with its
successors and assigns hereinafter referred to as "BD").
The Company has duly authorized and issued 1,300 shares of
Auction Rate Municipal Preferred Stock, Series M28, with a par value of
$.01 per share and a liquidation preference of $50,000 per stare 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 M28 Preferred Shares") and 1,300 shares of
Auction Rate Municipal Preferred Stock, Series M7, with a par value of $.01
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 M7 Preferred Shares"), both pursuant to the
Company's Articles Supplementary (as defined below). The Series M28
Preferred Shares and the Series M7 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 M28 Preferred Shares and the Series M7 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 M28 Preferred Shares and the Series M7 Preferred
Shares filed on April 15, 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 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 M28 Preferred Shares or the
Series M7 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, in the case of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, Xxxxxx Special Securities Inc., X.X. Xxxxxxx & Sons, Inc.,
Xxxxxx, Peabody & Co. Incorporated, Xxxx Xxxxx Xxxx Xxxxxx Incorporated,
PaineWebber Incorporated and Prudential Securities Incorporated, a list of
persons to whom BD will initially sell the shares of the Series M28
Preferred Shares and the Series M7 Preferred Shares, the number of shares
of both such series of Preferred Shares BD will sell to each such person
and the number of shares of both 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
shares of Series M28 Preferred Shares or Series M7 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 M28 Preferred Shares or Series M7 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 stall transmit any list
of customers BD believes are Existing Holders of shares of Series M28
Preferred Shares or Series M7 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 Auction Agent makes determinations pursuant to 1:00 P.M.
Paragraph 11(d)(i) of the Articles Supplementary.
By approximately Auction Agent advises Company of results of
3:00 P.M. 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 M28 Preferred Shares or Series M7 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 shares of Series M28 Preferred Shares or Series M7 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 shares of Series
M28 Preferred Shares or Series M7 Preferred Shares to be transferred to or
by any Person that purchased or sold shares of Series M28 Preferred Shares,
Series M7 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 shares of Series M28 Preferred Shares or Series M7 Preferred
Shares in such Auction may deliver to such Person a number of whole shares
of such Series M28 Preferred Shares or Series M7 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 shares of such
Series M28 Preferred Shares or Series M7 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 [ILLEGIBLE] hereof. Notwithstanding the
foregoing terms of this Section 3.4(b), any delivery or non-delivery of
shares of Series M28 Preferred Shares or Series M7 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 364 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 more than 364 days, that amount as mutually agreed on by the
Company and BD, based on the 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 purposes of subclause (iv)(C) of the foregoing sentence, if
any Existing Holder who acquired shares of Series M28 Preferred Shares or
Series M7 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 M28 Preferred Shares or the Series M7 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 X.X. Xxxxxxx & Sons, Inc.
addressed: #0 Xxxxx Xxxxxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
Attention: Xxxxxx Xxxxxx
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: /s/ [ILLEGIBLE]
-----------------------------------------
Title: Asst Treas
X.X. XXXXXXX & SONS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Title:
XXXXXX X. XXXXXX
SENIOR 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
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
Capitalized terms used herein shall have the respective meanings specified
in the Prospectus.
(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.
0 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Auction Rate Securities
Issue: The Blackstone Insured Municipal
Term Trust Inc.
Series: _____________________________
Auction Date: _____________________________
Telephone (000) 000-0000
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 Blackstone Insured Municipal Term Trust Inc.
Series [M28][M7] 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 M28] [Series M7] 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 [M28][M7] Preferred Shares of The
Blackstone Insured Municipal 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 [M28][M7] Preferred Shares of The
Blackstone Municipal Target 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:
Auction Rate Municipal SHARES
Preferred Stock, Series M7 1,300
THE BLACKSTONE INSURED MUNICIPAL TERM TRUST, INC.
INCORPORATED UNDER THE LAWS SEE REVERSE
FOR
OF THE STATE OF MARYLAND CERTAIN DEFINITIONS
THIS CERTIFICATE IS TRANSFERABLE CUSIP 092506 20 3
IN NEW YORK NY
THIS CERTIFIES THAT
CEDE & CO.
IS THE OWNER OF One Thousand Three Hundred (1,300)
FULLY PAID AND NON-ASSESSABLE SHARES OF AUCTION RATE MUNICIPAL
PREFERRED STOCK, SERIES M7, PAR VALUE $.01 PER SHARE, LIQUIDATION
PREFERENCE $50,000 PER SHARE PLUS AN AMOUNT EQUAL TO ACCUMULATED BUT UNPAID
DIVIDENDS (WHETHER OR NOT EARNED OR DECLARED) THEREON PLUS THE PREMIUM, IF
ANY, RESULTING FROM THE DESIGNATION OF A PREMIUM CALL PERIOD OF
THE BLACKSTONE INSURED MUNICIPAL TERM TRUST INC.
transferable on the books of said Corporation in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
In Witness Whereof, THE BLACKSTONE INSURED MUNICIPAL TERM TRUST INC.
has caused its corporate seal to be hereto affixed and this certificate to
be executed in its name and behalf by its duly authorized officer.
Dated: April 27, 1992
Countersigned and Registered: /s/ [Illegible]
BANKERS TRUST COMPANY -----------------------------------
(New York) Transfer Agent President
/s/ [Illegible]
-----------------------------------
Treasurer
By
Authorized Signature
/s/ [ILLEGIBLE]
-------------------------------
THE TRANSFER OF THE SHARES OF AUCTION RATE MUNICIPAL PREFERRED STOCK
REPRESENTED HEREBY IS SUBJECT TO THE RESTRICTIONS CONTAINED IN THE
CORPORATION'S CHARTER, AND THE PURCHASER'S LETTERS REFERRED TO THEREIN. THE
CORPORATION WILL FURNISH INFORMATION ABOUT SUCH RESTRICTION TO ANY
STOCKHOLDER, WITHOUT CHARGE, UPON REQUEST TO THE SECRETARY OF THE
CORPORATION.
THE BLACKSTONE INSURED MUNICIPAL TERM TRUST INC.
A full statement of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption of the
shares of each class of stock which the Corporation is authorized to issue
and the differences in the relative rights and preferences between the
shares of each series to the extent that they have been set, and the
authority of the Board of Directors to set the relative rights and
preferences of subsequent series, will be furnished by the Corporation to
any stockholder, without charge, upon request to the Secretary of the
Corporation at its principal office.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN
ACT--_____Custodian_______
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN--as joint tenants with rights under Uniform Gifts
of survivorship and not as to to Minors Act _______
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received ____________ hereby sell, assign and transfer unto
Please insert social security or other
identifying number of assignee
----------------------------
/ /
/---------------------------/
--------------------------------------------------------------------------------
(Please Print or Typewrite Name and Address, Including Zip Code of Assignee)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------_____ shares
of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
--------------------------------------------------------------------____Attorney
to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated _______________
NOTICE:
-----------------------------------------------------------
The Signature to this assignment must correspond with
the name as written upon the face of the Certificate
in every particular, without alteration or
englargement or any change whatever.
Auction Rate Municipal SHARES
Preferred Stock, Series M28 1,300
THE BLACKSTONE INSURED MUNICIPAL TERM TRUST, INC.
INCORPORATED UNDER THE LAWS SEE REVERSE
FOR
OF THE STATE OF MARYLAND CERTAIN DEFINITIONS
THIS CERTIFICATE IS TRANSFERABLE CUSIP 092506 30 2
IN NEW YORK NY
THIS CERTIFIES THAT
CEDE & CO.
IS THE OWNER OF One Thousand Three Hundred (1,300)
FULLY PAID AND NON-ASSESSABLE SHARES OF AUCTION RATE MUNICIPAL
PREFERRED STOCK, SERIES M28, PAR VALUE $.01 PER SHARE, LIQUIDATION
PREFERENCE $50,000 PER SHARE PLUS AN AMOUNT EQUAL TO ACCUMULATED BUT UNPAID
DIVIDENDS (WHETHER OR NOT EARNED OR DECLARED) THEREON PLUS THE PREMIUM, IF
ANY, RESULTING FROM THE DESIGNATION OF A PREMIUM CALL PERIOD OF
THE BLACKSTONE INSURED MUNICIPAL TERM TRUST INC.
transferable on the books of said Corporation in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
In Witness Whereof, THE BLACKSTONE INSURED MUNICIPAL TERM TRUST INC.
has caused its corporate seal to be hereto affixed and this certificate to
be executed in its name and behalf by its duly authorized officer.
Dated: April 27, 1992
Countersigned and Registered: /s/ [Illegible]
BANKERS TRUST COMPANY -----------------------------------
(New York) Transfer Agent President
/s/ [Illegible]
-----------------------------------
Treasurer
By
Authorized Signature
/s/ [ILLEGIBLE]
-------------------------------
<
THE TRANSFER OF THE SHARES OF AUCTION RATE MUNICIPAL PREFERRED STOCK
REPRESENTED HEREBY IS SUBJECT TO THE RESTRICTIONS CONTAINED IN THE
CORPORATION'S CHARTER, AND THE PURCHASER'S LETTERS REFERRED TO THEREIN. THE
CORPORATION WILL FURNISH INFORMATION ABOUT SUCH RESTRICTION TO ANY
STOCKHOLDER, WITHOUT CHARGE, UPON REQUEST TO THE SECRETARY OF THE
CORPORATION.
THE BLACKSTONE INSURED MUNICIPAL TERM TRUST INC.
A full statement of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption of the
shares of each class of stock which the Corporation is authorized to issue
and the differences in the relative rights and preferences between the
shares of each series to the extent that they have been set, and the
authority of the Board of Directors to set the relative rights and
preferences of subsequent series, will be furnished by the Corporation to
any stockholder, without charge, upon request to the Secretary of the
Corporation at its principal office.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN
ACT--_____Custodian_______
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN--as joint tenants with rights under Uniform Gifts
of survivorship and not as to to Minors Act _______
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received ____________ hereby sell, assign and transfer unto
Please insert social security or other
identifying number of assignee
----------------------------
/ /
/---------------------------/
--------------------------------------------------------------------------------
(Please Print or Typewrite Name and Address, Including Zip Code of Assignee)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------_____ shares
of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
--------------------------------------------------------------------____Attorney
to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated _______________
NOTICE:
-----------------------------------------------------------
The Signature to this assignment must correspond with
the name as written upon the face of the Certificate
in every particular, without alteration or
englargement or any change whatever.
