BLACKROCK INSURED MUNICIPAL INCOME TRUST
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AUCTION AGENCY AGREEMENT
dated as of December 11, 2002
Relating to
Municipal Auction Rate Cumulative Preferred Shares
Series , Series and Series
of
BLACKROCK INSURED MUNICIPAL INCOME TRUST
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The Bank of New York,
as Auction Agent
AUCTION AGENCY AGREEMENT
This Auction Agency Agreement (this "Agreement"), dated as of December 11,
2002, is between BlackRock Insured Municipal Income Trust (the "Trust") and The
Bank of New York, a New York banking corporation.
The Trust proposes to issue an aggregate of preferred shares, par value
$0.001 per share, liquidation preference $25,000 per share, designated as
Municipal Auction Rate Cumulative Preferred Shares, Series , an aggregate of
preferred shares, par value $0.001 per share, liquidation preference $25,000 per
share, designated as Municipal Auction Rate Cumulative Preferred Shares, Series
and an aggregate of preferred shares, par value $0.001 per share, liquidation
preference $25,000 per share, designated as Municipal Auction Rate Cumulative
Preferred Shares, Series (together the "Preferred Shares"), pursuant to the
Statement of Preferences (as defined below).
The Trust desires that The Bank of New York perform certain duties as agent
in connection with each Auction (as defined below) (in such capacity, the
"Auction Agent"), and as the transfer agent, registrar, dividend paying agent
and
redemption agent with respect to the Preferred Shares (in such capacity, the
"Paying Agent"), upon the terms and conditions of this Agreement, and the Trust
hereby appoints The Bank of New York as said Auction Agent.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the Trust and the Auction Agent agree as follows:
1. Definitions and Rules of Construction.
1.1 Terms Defined By Reference to Statement.
Capitalized terms not defined herein shall have the respective meanings
specified in the Statement.
1.2 Terms Defined Herein.
As used herein and in the Settlement Procedures, the following terms
shall have the following meanings, unless the context otherwise requires:
(1) "Agent Member" of any Person shall mean the member of, or
participant in, the Securities Depository that will act on behalf of a Bidder.
(2) "Agreement" shall mean the Agreement relating to one or more
series of Preferred Shares.
(3) "Auction" shall have the meaning specified in Section 2.1
hereof.
(4) "Auction Procedures" shall mean the auction procedures
constituting Part II of the form of Statement as of the filing thereof.
(5) "Authorized Officer" of the Auction Agent shall mean each
Vice President, Assistant Vice President 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 hereof in a communication to the Trust.
(6) "Broker-Dealer Agreement" shall mean each agreement between
the Auction Agent and a Broker-Dealer substantially in the form attached
hereto as Exhibit A.
(7) "Preferred Shares" shall mean the preferred shares, par
value$.001 per share, of the Trust designated as its "Municipal Auction Rate
Cumulative Preferred Shares" and bearing such further designation as to series
as the Board of Trustees, of the Trust or any committee thereof shall specify.
(8) "Settlement Procedures" shall mean the Settlement Procedures
attached hereto as Exhibit B.
(9) "Statement" shall mean the Statement of Preferences of
Municipal Auction Rate Preferred Shares, as the same may be amended,
supplemented or modified from time to time.
(10) "Trust Officer" shall mean the Chairman and Chief Executive
Officer, the President, each Vice President (whether or not designated by a
number or word or words added before or after the title "Vice President"), the
Secretary, the Treasurer, each Assistant Vice President, each Assistant
Secretary and each Assistant Treasurer of the Trust and every other officer or
employee of the Trust designated as a "Trust Officer" for purposes hereof in a
notice to the Auction Agent.
1.3 Rules of Construction.
Unless the context or use indicates another or different meaning or
intent, the following rules shall apply to the construction of the Agreement:
(1) Words importing the singular number shall include the plural
number and vice versa.
(2) The captions and headings herein are solely for convenience
of reference and shall not constitute a part of the Agreement nor shall they
affect its meaning, construction or effect.
(3) The words "hereof", "herein", "hereto" and other words of
similar import refer to the Agreement as a whole.
(4) All references herein to a particular time of day shall be to
New York City time.
(5) This Agreement shall apply separately but equally to all
series of Preferred Shares that may be issued. Sections 1 and 2 hereof shall be
read in conjunction with the Statement and in the event of any conflict with the
Statement, the Statement shall take precedence.
2. The Auction.
2.1 Purpose; Incorporation by Reference of Auction Procedures and
Settlement Procedures.
(1) The Board of Trustees of the Trust has adopted a resolution
appointing Bank of New York as Auction Agent for purposes of the Auction
Procedures. The Auction Agent hereby accepts such appointment and agrees that,
on each Auction Date, it shall follow the procedures set forth in this Section 2
and the Auction Procedures for the purpose of determining the Applicable Rate
for any Subsequent Rate Period of any series of Preferred Shares for which the
Applicable Rate is to be determined by auction. Each periodic implementation of
such procedures is hereinafter referred to as an "Auction."
(2) 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 hereof to the same extent as if such provisions
were fully set forth herein.
2.2 Preparation for Each Auction; Maintenance of Registry of
Beneficial Owners.
(1) Not later than seven days prior to the first Auction Date for
the first series of Preferred Shares subject to an Auction, the Trust shall
provide the Auction Agent with a list of the Broker-Dealers. Not later than
seven days prior to any Auction Date for any series of Preferred Shares for
which any change in such list of Broker-Dealers is to be effective, the Trust
will notify the Auction Agent in writing of such change and, if any such change
involves the addition of a Broker-Dealer to such list, shall cause to be
delivered to the Auction Agent for execution by the Auction Agent a
Broker-Dealer Agreement signed by such Broker-Dealer; provided, however, that if
the Trust proposes to designate any Special Rate Period of any series of
Preferred Shares pursuant to Section 4 of Part I of the Statement, not later
than 11:00 A.M. on the Business Day next preceding the Auction next preceding
the first day of such Rate Period or by such later time or date, or both, as may
be agreed to by the Auction Agent, the Trust shall provide the Auction Agent
with a list of the Broker-Dealers for such series and a manually signed copy of
each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement
(which Schedule A shall replace and supersede any previous Schedule A to such
Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction
Agent and the Trust shall have entered into a Broker-Dealer Agreement with each
Broker-Dealer prior to the participation of any such Broker-Dealer in any
Auction.
(2) In the event that any Auction Date for any series of
Preferred Shares shall be changed after the Auction Agent shall have given the
notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures,
or after the notice referred to in Section 2.5(a) hereof, if applicable, the
Auction Agent, by such means as the Auction Agent deems practicable, shall give
notice of such change to the Broker-Dealers for such series 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.
(a) (i) The Auction Agent shall maintain a
registry of the beneficial owners of the Preferred Shares of each
series who shall constitute Existing Holders of Preferred Shares
of such series for purposes of Auctions and shall indicate
thereon the identity of the respective Broker-Dealer of each
Existing Holder, if any, on whose behalf such Broker-Dealer
submitted the most recent Order in any Auction which resulted in
such Existing Holder continuing to hold or purchasing Preferred
Shares of such series. The Auction Agent shall keep such registry
current and accurate based on the information provided to it from
time to time by the Broker-Dealer. The Trust shall provide or
cause to be provided to the Auction Agent at or prior to the Date
of Original Issue of the Preferred Shares of each series a list
of the initial Existing Holders of the shares of each such series
of Preferred Shares, the number of shares purchased by each such
Existing Holder and the respective Broker-Dealer of each such
Existing Holder or the affiliate thereof through which each such
Existing Holder purchased such shares. The Auction Agent may rely
upon, as conclusive evidence of the identities of the Existing
Holders of Preferred Shares of any series (A) such list, (B) the
results of Auctions, (C) notices from any Broker-Dealer as
described in the first sentence of Section 2.2(c)(iii) hereof and
(D) the results of any procedures approved by the Trust that have
been devised for the purpose of determining the identities of
Existing Holders in situations where Preferred Shares may have
been transferred without compliance with any restriction on the
transfer thereof set forth in the Auction Procedures.
(1) In the event of any partial redemption of any
series of Preferred Shares, the Auction Agent shall, at least two
Business Days prior to the next Auction for such series, request
each Broker-Dealer to provide the Auction Agent with a list of
Persons who such Broker-Dealer believes should remain Existing
Holders after such redemption based upon inquiries of those
Persons such Broker-Dealer believes are Beneficial Owners as a
result of the most recent Auction and with respect to each such
Person, the number of
Preferred Shares of such series such Broker-Dealer believes are
owned by such Person after such redemption. In the absence of
receiving any such information from any Broker-Dealer, the
Auction Agent may continue to treat the Persons listed in its
registry of Existing Holders as the beneficial owner of the
number of Preferred Shares of such series shown in such registry.
(2) The Auction Agent shall be required to
register a transfer of Preferred Shares of any series from an
Existing Holder of such Preferred Shares only if such transfer is
to another Existing Holder, or other Person if permitted by the
Trust, and only if such transfer is made (A) pursuant to an
Auction, (B) the Auction Agent has been notified in writing (I)
in a notice substantially in the form of Exhibit C to the
Broker-Dealer Agreements by a Broker-Dealer of such transfer or
(II) in a notice substantially in the form of Exhibit D to the
Broker-Dealer Agreements by the Broker-Dealer of any Existing
Holder, or other Person if permitted by the Trust, that purchased
or sold such Preferred Shares in an Auction of the failure of
such Preferred Shares to be transferred as a result of such
Auction or (C) pursuant to procedures approved by the Trust that
have been devised for the purpose of determining the identities
of Existing Holders in situations where Preferred Shares may have
been transferred without compliance with any restriction on the
transfer thereof set forth in the Auction Procedures. The Auction
Agent is not required to accept any such notice for an Auction
unless it is received by the Auction Agent by 1:00 P.M. on the
Business Day preceding such Auction.
(3) The Auction Agent may, but shall have no obligation to,
request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to
provide the Auction Agent with a list of Persons who such Broker-Dealer believes
should be Existing Holders based upon inquiries of those Persons such
Broker-Dealer believes are Beneficial Owners as a result of the most recent
Auction and with respect to each such Person, the number of shares of such
series of Preferred Shares such Broker-Dealer believes to be owned by such
Person. The Auction Agent shall keep confidential such registry of Existing
Holders and shall not disclose the identities of the Existing Holders of such
Preferred Shares to any Person other than the Trust and the Broker-Dealer that
provided such information; provided, however, that the Auction Agent reserves
the right and is authorized to disclose any such information if (a) it is
ordered to do so by a court of competent jurisdiction or a regulatory body,
judicial or quasi-judicial agency or authority having the authority to compel
such disclosure, (b) it is advised by its counsel that its failure to do so
would be unlawful
or (c) failure to do so would expose the Auction Agent to loss, liability,
claim, damage or expense for which it has not received indemnity or security
satisfactory to it.
2.3 Auction Schedule.
The Auction Agent shall conduct Auctions in accordance with the
schedule set forth below. Such schedule may be changed by the Auction Agent with
the consent of the Trust, which consent shall not be unreasonably withheld. The
Auction Agent shall give written notice of any such change to each
Broker-Dealer. Such notice shall be given prior to the close of business on the
Business Day next preceding the first Auction Date on which any such change
shall be effective.
TIME EVENT
By 9:30 A.M. Auction Agent advises the Trust and
Broker-Dealers of the applicable Maximum Rate
and the Reference Rate(s) and Treasury Note
Rate(s), as the case may be, used in
determining such Maximum Rate as set forth in
Section 2.3(b)(i) hereof.
9:30 A.M. - 1:30 P.M. Auction Agent assembles information
communicated to it by Broker-Dealers as
provided in Section 2(a) of the Auction
Procedures. Submission Deadline is 1:30 P.M.
Not earlier than 1:30 P.M. Auction Agent makes determinations pursuant to
Section 3(a) of the Auction Procedures.
By approximately 3:30 P.M. Auction Agent advises Trust of results of Auction
as provided in Section 3(b) of the Auction
Submitted Bids and Procedures. Submitted Sell
Orders are accepted and rejected and Preferred
Shares allocated as provided in Section 4 of the
Auction Procedures. Auction Agent gives notice of
Auction results as set forth in paragraph(a) of
the Settlement Procedures.
The Auction Agent shall follow the notification procedures set forth in
paragraph (a) of the Settlement Procedures.
2.4 Notice of Auction Results.
The Auction Agent will advise each Broker-Dealer who submitted a
Bid or Sell Order in an Auction whether such Bid or Sell Order was accepted or
rejected in whole or in part and of the Applicable Rate for the next Dividend
Period for the related Preferred Shares by telephone or through its Auction
Processing System as set forth in paragraph (a) of the Settlement Procedures.
2.5 Broker-Dealers.
(1) Not later than 12:00 Noon on each Auction Date for any series
of Preferred Shares, the Trust shall pay to the Auction Agent an amount in cash
equal to the aggregate fees payable to the Broker-Dealers for such series
pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The
Auction Agent shall apply such moneys as set forth in Section 2.8 of each such
Broker-Dealer Agreement.
(2) The Trust shall obtain the consent of the Auction Agent prior
to selecting any Person to act as a Broker-Dealer, which consent shall not be
unreasonably withheld.
(3) The Auction Agent shall terminate any Broker-Dealer Agreement
as set forth therein if so directed by the Trust, provided that at least one
Broker-Dealer Agreement would be in effect for each series of Preferred Shares
after such termination.
(4) Subject to the Auction Agent's having consented to the
selection of the relevant Broker-Dealer pursuant to Section 2.5(b) hereof, the
Auction Agent shall from time to time enter into such Broker-Dealer Agreements
with one or more Broker-Dealers as the Trust shall request, and shall enter into
such schedules to any such Broker-Dealer Agreements as the Trust shall request,
which schedules, among other things, shall set forth the series of Preferred
Shares to which such Broker-Dealer Agreement relates.
2.6 Information Concerning Rates.
(1) The Rate Multiple on the date of the Agreement is that rate
as determined by the Trust and provided to the Auction Agent on the date even
herewith. If there is any change in the credit rating of Preferred Shares by the
rating
agency (or substitute or successor rating agencies) referred to in the
definition of "Rate Multiple" resulting in any change in the Rate Multiple for
Preferred Shares after the date given herewith, the Trust shall notify the
Auction Agent in writing of such change in the Rate Multiple prior to 12:00 Noon
on the Business Day prior to the next Auction Date for any series of Preferred
Shares succeeding such change. If the Trust designates all or a portion of any
dividend on shares of any series of Preferred Shares to consist of net capital
gains or other income taxable for Federal income tax purposes, it may indicate,
in a notice in the form of Exhibit I hereto to the Auction Agent pursuant to
Section 2.6 hereof, the Rate Multiple for such series to be in effect for the
Auction Date on which the dividend rate for such dividend is to be fixed. In
determining the Maximum Rate for any series of Preferred Shares on any Auction
Date as set forth in 2.3(a)(i) hereof, the Auction Agent shall be entitled to
rely on the last Rate Multiple for Preferred Shares of which it has most
recently received notice from the Trust (or, in the absence of such notice, the
percentage determined by reference to the definition of Rate Multiple), except
that if the Trust shall have notified the Auction Agent of a Rate Multiple to be
in effect for an Auction Date in accordance with the preceding sentence, the
Rate Multiple in effect for the next succeeding Auction Date of any series of
Preferred Shares shall be, unless the Trust notifies the Auction Agent of a
change in the Rate Multiple for such succeeding Auction Date pursuant to this
Section 2.6(a), the Rate Multiple that was in effect on the first preceding
Auction Date for Preferred Shares with respect to which the dividend, the rate
for which was fixed on such Auction Date, did not include any net capital gain
or other income taxable for Federal income tax purposes.
(1) On each Auction Date for any series of Preferred Shares, the
Auction Agent shall determine the Maximum Rate for such series. The
Maximum Rate for any series of Preferred Shares on any Auction Date
shall be:
(1) in the case of any Auction Date which is not the Auction
Date immediately prior to the first day of any proposed Special
Rate Period designated by the Trust pursuant to Section 4 of Part
I of the Statement, the product of (1) the Reference Rate on such
Auction Date for the next Rate Period of such series and (2) the
Rate Multiple on such Auction Date, unless such series has or had
a Special Rate Period (other than a Special Rate Period of 28
Rate Period Days or fewer) and an Auction at which Sufficient
Clearing Bids existed has not yet occurred for a Minimum Rate
Period of such series after such Special Rate Period, in which
case the higher of:
(1) the dividend rate on shares of such series for the
then-ending Rate Period; and
(2) the product of (x) the higher of (I) the Reference
Rate on such Auction Date for a Rate Period equal in length
to the then-ending Rate Period of such series, if such then
ending Rate Period was 364 Rate Period Days or fewer, or the
Treasury Note Rate on such Auction Date for a Rate Period
equal in length to the then-ending Rate Period of such
series, if such then ending Rate Period was more than 364
Rate Period Days, and (II) the Reference Rate on such
Auction Date for a Rate Period equal in length to such
Special Rate Period of such series, if such Special Rate
Period was 364 Rate Period Days or fewer, or the Treasury
Note Rate on such Auction Date for a Rate Period equal in
length to such Special Rate Period, if such Special Rate
Period was more than 364 Rate Period Days and (y) the Rate
Multiple on such Auction Date; or
(2) in the case of any Auction Date which is the Auction
Date immediately prior to the first day of any proposed Special
Rate Period designated by the Trust pursuant to Section 4 of Part
I of the Statement, the product of (1) the highest of (x) the
Reference Rate on such Auction Date for a Rate Period equal in
length to the then-ending Rate Period of such series, if such
then-ending Rate Period was 364 Rate Period Days or fewer, or the
Treasury Note Rate on such Auction Date for a Rate Period equal
in length to the then-ending Rate Period of such Rate Period, if
such then-ending Rate Period was more than 364 Rate Period Days,
(y) the Reference Rate on such Auction Date for the Special Rate
Period for which the Auction is being held if such Special Rate
Period is 364 Rate Period Days or fewer or the Treasury Note Rate
on such Auction Date for the Special Rate Period for which the
Auction is being held if such Special Rate Period is more than
364 Rate Period Days, and (z) the Reference Rate on such Auction
Date for Minimum Rate Periods and (2) the Rate Multiple on such
Auction Date.
Not later than 9:30 A.M. on each Auction Date the Auction Agent shall notify the
Trust and the Broker-Dealers of the Maximum Rate and the "AA" Composite
Commercial Paper Rate(s), the Taxable Equivalent of the Short-Term Municipal
Bond Rate(s), Treasury Note Rate(s) and Treasury Xxxx Rate(s), as the case may
be, used to make such determination.
(2) From and after a Failure to Deposit by the Trust during any
Rate Period of any series of Preferred Shares, until such failure is cured and a
Late Charge is paid, in accordance with subparagraph (e)(i) of Section 2 of Part
I of the Statement, on the first day of each Rate Period of such series the
Auction Agent shall determine the Treasury Note Rate for such Rate Period of
more than 364 Rate Period Days and the Reference Rate for Rate Periods of 364
Rate Period Days or fewer. Not later than 9:30 A.M. on each such first day, the
Auction Agent shall notify the Trust of the applicable Reference Rate and
Treasury Note Rate.
(3) If any "AA" Composite Commercial Paper Rate, Taxable
Equivalent of the Short-Term Municipal Bond Rate, Treasury Note Rate or Treasury
Xxxx Rate, as the case may be, is not quoted on an interest or bond equivalent,
as the case may be, basis, the Auction Agent shall convert the quoted rate to
the interest or bond equivalent thereof as set forth in the definition of such
rate in the Statement if the rate obtained by the Auction Agent is quoted on a
discount basis, or if such rate is quoted on a basis other than an interest or
bond equivalent or discount basis the Auction Agent shall convert the quoted
rate to an interest or bond equivalent rate after consultation with the Trust as
to the method of such conversion.
(4) If any "AA" Composite Commercial Paper Rate is to be based on
rates supplied by Commercial Paper Dealers and one or more of the Commercial
Paper Dealers shall not provide a quotation for the determination of such "AA"
Composite Commercial Paper Rate, the Auction Agent shall immediately notify the
Trust so that the Trust can determine whether to select a Substitute Commercial
Paper Dealer or Substitute Commercial Paper Dealers to provide the quotation or
quotations not being supplied by any Commercial Paper Dealer or Commercial Paper
Dealers. The Trust shall promptly advise the Auction Agent of any such
selection.
(5) If any Treasury Note Rate or Treasury Xxxx Rate is to be
based on rates supplied by U.S. Government Securities Dealers and one or more of
the U.S. Government Securities Dealers shall not provide a quotation for the
determination of such Treasury Rate, the Auction Agent shall immediately notify
the Trust so that the Trust can determine whether to select a Substitute U.S.
Government Securities Dealer or Substitute U.S. Government Securities Dealers to
provide the quotation or quotations not being supplied by any U.S. Government
Securities Dealer or U.S. Government Securities Dealers. The Trust shall
promptly advise the Auction Agent of any such selection.
2.7 Designation of Special Rate Period.
(1) The Statement will provide that, subject to the Trust's
option to designate a Special Rate Period as referred to in paragraph (b) of
this Section 2.7, (i) each Rate Period of any series of Preferred Shares will be
a Minimum Rate Period (a duration of seven days, subject to certain exceptions)
and (ii) each Rate Period following a Rate Period of any series of Preferred
Shares that is other than a Minimum Rate Period will be a Minimum Rate Period.
Not less than 10 nor more than 20 days prior to the last day of any such Rate
Period that is not a Minimum Rate Period, (i) the Trust shall deliver to the
Auction Agent a notice of the Auction Date of the next succeeding Auction for
such series in the form of Exhibit C hereto and (ii) the Auction Agent shall
deliver such notice by first-class mail, postage prepaid, to each Existing
Holder of shares of such series at the address set forth for such Existing
Holder in the records of the Auction Agent and to the Broker-Dealers for such
series as promptly as practicable after its receipt of such notice from the
Trust.
(2) Pursuant to the Statement, the Trust may, at its option,
designate a Special Rate Period for any series of Preferred Shares in the manner
described in Section 4 of Part I of the Statement.
(1) If the Board of Trustees proposes to designate any succeeding
Subsequent Rate Period of any series of Preferred Shares as a Special Rate
Period, (A) the Trust shall deliver to the Auction Agent a notice of such
proposed Special Rate Period in the form of Exhibit D hereto not less than
20 nor more than 30 days prior to the first day of such proposed Special
Rate Period and (B) the Auction Agent on behalf of the Trust shall deliver
such notice by first-class mail, postage prepaid, to each Existing Holder
of shares of such series of Preferred Shares at the address set forth for
such Existing Holder in the records of the Auction Agent and to the
Broker-Dealers for such series as promptly as practicable after its receipt
of such notice from the Trust.
(2) If the Board of Trustees determines to designate such succeeding
Subsequent Rate Period as a Special Rate Period, (A) the Trust shall
deliver to the Auction Agent a notice of such determination in the form of
Exhibit E hereto not later than 11:00 A.M. on the second Business Day next
preceding the first day of such proposed Special Rate Period and (B) the
Auction Agent shall deliver such notice to the Broker-Dealers for such
series not later than 3:00 P.M. on such second Business Day.
(3) If the Trust shall deliver to the Auction Agent a notice not later
than 11:00 A.M. on the second Business Day next preceding the first day of
such proposed Special Rate Period stating that the Trust has determined not
to exercise its option to designate such succeeding Subsequent Rate Period
as a Special Rate Period, in the form of Exhibit F hereto, or shall fail to
timely deliver either such notice or a notice in the form of Exhibit E
hereto, the Auction Agent shall deliver a notice in the form of Exhibit F
hereto to the Broker-Dealers for such series not later than 3:00 P.M. on
such second Business Day.
Such change in the length of any Rate Period shall not occur
if (1) an Auction for shares of such series shall not be held on such Auction
Date for any reason or (2) an Auction for shares of such series shall be held on
such Auction Date but Sufficient Clearing Bids for shares of such series shall
not exist in such Auction.
2.8 Failure to Deposit.
(1) If:
(1) any Failure to Deposit shall have occurred with respect
to Preferred Shares during any Rate Period thereof (other than
any Special Rate Period of more than 364 Rate Period Days or any
Rate Period succeeding any Special Rate Period of more than 364
Rate Period Days during which a Failure to Deposit occurred that
has not been cured), but, prior to 12:00 Noon,
New York City
time, on the third Business Day next succeeding the date on which
such Failure to Deposit occurred, such Failure to Deposit shall
have been cured in accordance with Section 2.8(c) hereof and the
Trust shall have paid to the Auction Agent a late charge (a "Late
Charge") equal to the sum of (1) if such Failure to Deposit
consisted of the failure timely to pay to the Auction Agent the
full amount of dividends with respect to any Dividend Period on
such shares, an amount computed by multiplying (x) 200% of the
Reference Rate for the Rate Period during which such Failure to
Deposit occurs on the Dividend Payment Date for such Dividend
Period by (y) a fraction, the numerator of which shall be the
number of days for which such Failure to Deposit has not been
cured in accordance with Section 2.8(c) hereof (including the day
such Failure to Deposit occurs and excluding the day such Failure
to Deposit is cured) and the denominator of which shall be 360,
and applying the rate obtained against the aggregate liquidation
preference of the outstanding Preferred Shares and (2) if such
Failure to Deposit consisted of the failure timely to pay to the
Auction Agent the Redemption Price of the Preferred Shares, if
any, for which Notice of Redemption has been given by the Trust,
an amount computed by
multiplying (x) 200% of the Reference Rate for the Rate Period
during which such Failure to Deposit occurs on the redemption
date by (y) a fraction, the numerator of which shall be the
number of days for which such Failure to Deposit is not cured in
accordance with Section 2.8(c) hereof (including the day such
Failure to Deposit occurs and excluding the day such Failure to
Deposit is cured) and the denominator of which shall be 360, and
applying the rate obtained against the aggregate liquidation
preference of the outstanding Preferred Shares to the redeemed,
then the Auction Agent shall deliver a notice in the form of Exhibit G hereto by
first-class mail, postage prepaid, to the Broker-Dealers for such series not
later than one Business Day after its receipt of the payment from the Trust
curing such Failure to Deposit and such Late Charge.
(2) If:
(1) any Failure to Deposit shall have occurred with respect
to Preferred Shares during any Rate Period thereof (other than
any Special Rate Period of more than 364 Rate Period Days or any
Rate Period succeeding any Special Rate Period of more than 364
Rate Period Days during which a Failure to Deposit occurred but
has not been cured), and, prior to 12:00 Noon,
New York City
time, on the third Business Day next succeeding the date on which
such Failure to Deposit occurred, such Failure to Deposit shall
not have been cured in accordance with Section 2.8(c) hereof or
the Trust shall not have paid the applicable Late Charge to the
Auction Agent; or
(2) any Failure to Deposit shall have occurred with respect
to Preferred Shares during a Special Rate Period thereof of more
than 364 Rate Period Days, or during any Rate Period thereof
succeeding any Special Rate Period of more than 364 Rate Period
Days during which a Failure to Deposit occurred that has not been
cured, and, prior to 12:00 noon,
New York City time, on the
fourth Business Day preceding the Auction Date for the Rate
Period subsequent to such Rate Period, such Failure to Deposit
shall not have been cured in accordance with Section 2.8(c)
hereof or the Trust shall not have paid the applicable Late
Charge to the Auction Agent in accordance with Section 2(e)(i)(d)
of the Statement (such Late Charge, for purposes of this clause
(b) (iii) of this Section 2.8, to be calculated by using, as the
Reference Rate, the Reference Rate applicable to a Rate Period
(x)
consisting of more than 182 Rate Period Days and (y) commencing
on the date on which the Rate Period during which Failure to
Deposit occurs commenced);
then the Auction Agent shall deliver a notice in the form of Exhibit H hereto to
the Broker-Dealers for such series not later than one Business Day after the
receipt of the payment from the Trust curing such Failure to Deposit and such
Late Charge.
(3) A Failure to Deposit with respect to Preferred Shares shall
have been cured (if such Failure to Deposit is not solely due to the willful
failure to the Trust to make the required payment to the Auction Agent) with
respect to any Rate Period if, within the respective time periods described
immediately above, the Trust shall have paid to the Auction Agent (i) all
accumulated and unpaid dividends on the Preferred Shares and (ii) without
duplication, the Redemption Price for the Preferred Shares, if any, for which
Notice of Redemption has been mailed; provided, however, that the foregoing
clause (ii) shall not apply to the Trust's failure to pay the Redemption Price
in respect of Preferred Shares when the related Redemption Notice provides that
redemption of such shares is subject to one or more conditions precedent and
each such condition precedent shall not have been satisfied at the time or times
and in the manner specified in such Notice of Redemption.
2.9 Ownership of Shares of Preferred Shares.
The Trust shall notify the Auction Agent if the Trust or any
affiliate of the Trust acquires any Preferred Shares of any series. Neither the
Trust nor any affiliate of the Trust shall submit any Order in any Auction for
Preferred Shares, except as set forth in the next sentence. Any Broker-Dealer
that is an affiliate of the Trust may submit Orders in Auctions, but only if
such Orders are not for its own account. For purposes of this Section 2.9, a
Broker-Dealer shall not be deemed to be an affiliate of the Trust solely because
one or more of the directors or executive officers of such Broker-Dealer or of
any Person controlled by, in control of or under common control with such
Broker-Dealer is also a director of the Trust. The Auction Agent shall have no
duty or liability with respect to enforcement of this Section 2.9.
2.10 Allocation of Taxable Income.
The Trust may designate all or a portion of any dividend on
shares of any series of Preferred Shares to consist of net capital gains or
other income taxable for Federal income tax purposes and may deliver to the
Auction Agent a notice in the form of Exhibit I hereto of such designation not
later than the Dividend Payment Date for such series next preceding the Auction
Date on which the dividend rate for such dividend is to be fixed. The Auction
Agent will deliver such notice, if given, to the Broker-Dealers for such series
on the Business Day following its receipt of such
notice from the Trust. Within two Business Days after any Auction Date involving
the allocation of income taxable for Federal income tax purposes for which
notice has so been given by the Trust, the Auction Agent shall notify each
Broker-Dealer for the related series as to the dollar amount per share of such
taxable income and income exempt from Federal income taxation included in the
related dividend.
2.11 Access to and Maintenance of Auction Records.
The Auction Agent shall afford to the Trust, its agents,
independent public accountants and counsel and the Broker-Dealers, access at
reasonable times during normal business hours to review and make extracts or
copies of all books, records, documents and other information concerning the
conduct and results of Auctions (at no cost to the Auction Agent), provided that
any such agent, accountant, counsel or Broker-Dealer shall furnish the Auction
Agent with a letter from the Trust requesting that the Auction Agent afford such
person access. The Auction Agent shall maintain records relating to any Auction
for a period of six years after such Auction, and such records shall, in
reasonable detail, accurately and fairly reflect the actions taken by the
Auction Agent hereunder.
3. The Auction Agent as Dividend and Redemption Price Disbursing Agent.
The Auction Agent, as dividend and redemption price disbursing
agent, shall pay to the Holders of Preferred Shares of any series (i) on each
Dividend Payment Date for such series, dividends on the Preferred Shares of such
series, (ii) on any date fixed for redemption of Preferred Shares of any series,
the Redemption Price of any shares of such series called for redemption and
(iii) any Late Charge related to any payment of dividends or Redemption Price,
in each case after receipt of the necessary funds from the Trust with which to
pay such dividends, Redemption Price or Late Charge. The amount of dividends for
any Rate Period for any series of Preferred Shares to be paid by the Auction
Agent to the Holders of such shares of such series will be determined by the
Trust as set forth in Section 2 of Part I of the Statement with respect to such
series. The Redemption Price of any shares to be paid by the Auction Agent to
the Holders will be determined by the Trust as set forth in Section 11 of Part I
of the Statement with respect to such series. The Trust shall notify the Auction
Agent in writing of a decision to redeem shares of any series of Preferred
Shares at least five days prior to the date a notice of redemption is required
to be mailed to the Holders of the shares to be redeemed by paragraph (c) of
Section 11 of Part I of the Statement. Such notice by the Trust to the Auction
Agent shall contain the information required by paragraph (c) of Section 11 of
Part I of the
Statement to be stated in the notice of redemption required to be mailed by the
Trust to such Holders.
4. The Auction Agent as Transfer Agent and Registrar.
4.1 Issue of Stock or Shares Certificates.
Upon the Date of Original Issue of each series of Preferred
Shares, one or more certificates representing all of the shares of such series
issued on such date shall be issued by the Trust and, at the request of the
Trust, registered in the name of Cede & Co. and countersigned by the Auction
Agent.
4.2 Registration of Transfer of Shares.
Shares of each series of Preferred Shares shall be registered
solely in the name of the Securities Depository or its nominee.
4.3 Removal of Legend on Restricted Shares.
All requests for removal of legends on Preferred Shares of any
series indicating restrictions on transfer shall be accompanied by an opinion of
counsel stating that such legends may be removed and such shares freely
transferred, such opinion to be delivered under cover of a letter from a Trust
Officer authorizing the Auction Agent to remove the legend on the basis of said
opinion.
4.4 Lost Stock or Share Certificates.
The Auction Agent shall issue and register replacement
certificates for certificates represented to have been lost, stolen or destroyed
upon the fulfillment of such requirements as shall be deemed appropriate by the
Trust and the Auction Agent, subject at all times to provisions of law, the
By-Laws of the Trust governing such matters and resolutions adopted by the Board
of Trustees of the Trust with respect to lost securities. The Auction Agent may
issue new certificates in exchange for and upon the cancellation of mutilated
certificates. Any request by the Trust to the Auction Agent to issue a
replacement or new certificate pursuant to this Section 4.4 shall be deemed to
be a representation and warranty by the Trust to the Auction Agent that such
issuance will comply with such provisions of law and the By-Laws and resolutions
of the Board of Trustees of the Trust.
4.5 Disposition of Cancelled Certificates; Record Retention.
The Auction Agent shall retain all stock or share certificates
which have been cancelled in transfer or exchange and all accompanying
documentation in
accordance with applicable rules and regulations of the Securities and Exchange
Commission for two calendar years. The Trust shall also undertake to furnish to
the Securities and Exchange Commission and to the Board of Governors of the
Federal Reserve System, upon demand, at either the principal office or at any
regional office, complete, correct and current hard copies of any and all such
records.
4.6 Stock or Record Books.
For so long as the Auction Agent is acting as the transfer agent
for any series of Preferred Shares pursuant to the Agreement, it shall maintain
a stock or record book containing a list of the Holders of the Preferred Shares
of each such series. In case of any request or demand for the inspection of the
stock or record books of the Trust or any other books in the possession of the
Auction Agent, the Auction Agent will notify the Trust and secure instructions
as to permitting or refusing such inspection. The Auction Agent reserves the
right, however, to exhibit the stock or record books or other books to any
Person if (a) it is ordered to do so by a court of competent jurisdiction or a
regulatory body, judicial or quasi-judicial agency or authority having the
authority to compel such disclosure, (b) it is advised by its counsel that its
failure to do so would be unlawful or (c) failure to do so would expose the
Auction Agent to loss, liability, claim, damage or expense for which it has not
received indemnity or security satisfactory to it.
4.7 Return of Funds.
Any funds deposited with the Auction Agent hereunder by the Trust
for any reason, including but not limited to redemption of Preferred Shares of
any series, that remain unpaid after ninety days shall be repaid to the Trust
upon the written request of the Trust.
5. Representations and Warranties.
5.1 Representations and Warranties of the Trust
The Trust represents and warrants to the Auction Agent that:
(1) the Trust is duly organized and existing business trust in
good standing under the laws of the State of its incorporation or organization
and has full corporate power or all requisite power to execute and deliver the
Agreement and to authorize, create and issue the Preferred
Shares of each series, and the Preferred Shares of each series when issued, will
be duly authorized, validly issued, fully paid and nonassessable;
(2) the Agreement has been duly and validly authorized, executed
and delivered by the Trust and constitutes the legal, valid and binding
obligation of the Trust;
(3) the form of the certificate evidencing the Preferred Shares
of each series complies or will comply with all applicable laws of the State of
its incorporation or organization;
(b) when issued, the Preferred Shares of each series will have
been duly registered under the Securities Act of 1933, as amended, and no
further action by or before any governmental body or authority of the United
States or of any state thereof is required in connection with the execution and
delivery of the Agreement or will have been required in connection with the
issuance of Preferred Shares of each series;
(4) the execution and delivery of the Agreement and the issuance
and delivery of the Preferred Shares of each series do not and will not conflict
with, violate or result in a breach of, the terms, conditions or provisions of,
or constitute a default under, the Agreement and Declaration of Trust (as
amended by one or more Statements) or the By-Laws of the Trust, any law or
regulation, any order or decree of any court or public authority having
jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to
which the Trust is a party or by which it is bound the effect of which conflict,
violation, default or breach would be material to the Trust or the Trust and its
subsidiaries taken as a whole; and
(5) no taxes are payable upon or in respect of the execution of
the Agreement or the issuance of the Preferred Shares of any series.
5.2 Representations and Warranties of the Auction Agent.
The Auction Agent represents and warrants to the Trust that:
(1) The Auction Agent is duly organized and is validly existing
as a banking corporation in good standing under the laws of the State of New
York and has the corporate power to enter into and perform its obligations under
this Agreement; and
(2) this Agreement has been duly and validly authorized, executed
and delivered by the Auction Agent and constitutes the legal, valid and binding
obligation of the Auction Agent, enforceable against the Auction Agent in
accordance with its terms, subject to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or
affecting creditors' rights and to general equitable principles.
6. The Auction Agent.
6.1 Duties and Responsibilities.
(1) The Auction Agent is acting solely as agent for the Trust
hereunder and owes no fiduciary duties to any Person, other than the Trust, by
reason of this Agreement.
(2) 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.
(3) 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
the pertinent facts.
6.2 Rights of the Auction Agent.
(1) The Auction Agent may conclusively rely and shall be
protected in acting or refraining from acting upon any communication authorized
hereby and upon any written instruction, notice, request, direction, consent,
report, certificate, share certificate or other instrument, paper or document
believed in good faith by it to be genuine. The Auction Agent shall not be
liable for acting upon any telephone communication authorized hereby which the
Auction Agent believes in good faith to have been given by the Trust or by a
Broker-Dealer. The Auction Agent may record telephone communications with the
Trust or with the Broker-Dealers or both.
(2) The Auction Agent may consult with counsel of its 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.
(3) The Auction Agent shall not be required to advance, expend or
risk its own Trusts or otherwise incur or become exposed to financial liability
in the performance of its duties hereunder.
(4) The Auction Agent may perform its duties and exercise its
rights hereunder either directly or by or through agents or attorneys and shall
not be responsible for any misconduct or negligence on the part of any agent or
attorney appointed by it with due care hereunder.
(5) The Auction Agent shall not be responsible or liable for any
failure or delay in the performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
reasonable control, it being understood that the Auction Agent shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.
6.3 Compensation, Expenses and Indemnification.
(1) The Trust shall pay the Auction Agent an annual fee as
compensation for all services rendered by it under the Agreement and the
Broker-Dealer Agreements as the Trust and the Auction Agent have agreed to from
time to time.
(2) The Trust shall reimburse the Auction Agent upon its request
for all reasonable out-of-pocket expenses, disbursements and advances incurred
or made by the Auction Agent in accordance with any provision of the Agreement
and the Broker-Dealer Agreements (including the compensation and the reasonable
expenses and disbursements of its agents and counsel), except any expense or
disbursement attributable to its negligence or bad faith. In no event shall the
Auction Agent be responsible or liable for special, indirect or consequential
loss or damage of any kind whatsoever (including, but not limited to, loss of
profit), even if the Auction Agent has been advised of the likelihood of such
loss or damage and regardless of the form of action.
(3) The Trust shall indemnify the Auction Agent for and hold it
harmless against any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with its agency under the
Agreement and the Broker-Dealer Agreements, including the costs and expenses of
defending
itself against any such claim or liability in connection with its exercise or
performance of any of its duties hereunder and thereunder.
6.4 Auction Agent's Disclaimer.
The Auction Agent makes no representation as to the validity or
adequacy of this Agreement, the Broker-Dealer Agreements or the Preferred Shares
of any series except that the Auction Agent hereby represents that this
Agreement has been duly authorized, executed and delivered by the Auction Agent
and constitutes a legal and binding obligation of the Auction Agent.
7. Miscellaneous.
7.1 Term of Agreement.
(1) The term of the Agreement is unlimited unless it shall be
terminated as provided in this Section 7.1. The Trust may terminate the
Agreement at any time by so notifying the Auction Agent, provided that the Trust
has entered into an agreement in substantially the form of the Agreement with a
successor Auction Agent. The Auction Agent may terminate the Agreement upon
written notice to the Trust on the date specified in such notice, which date
shall be no earlier than 45 days after the date of delivery of such notice.
(2) Except as otherwise provided in this paragraph (b), the
respective rights and duties of the Trust and the Auction Agent under the
Agreement with respect to any series of Preferred Shares shall cease upon
termination of the Agreement with respect to such series. The Trust's
representations, warranties, covenants and obligations to the Auction Agent
under Sections 5 and 6.3 hereof shall survive the termination of the Agreement
with respect to any series of Preferred Shares. Upon termination of the
Agreement with respect to any series of Preferred Shares, the Auction Agent
shall, at the Trust's request, promptly deliver to the Trust copies of all books
and records maintained by it with respect to Preferred Shares in connection with
its duties hereunder.
7.2 Communications.
Except for (i) communications authorized to be by telephone
pursuant to the Agreement or the Auction Procedures and (ii) communications in
connection with 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 and, where
appropriate, reference the particular Auction to which such notice relates:
If to the Trust,
BlackRock Insured Municipal Income Trust
c/o BlackRock Financial Management, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Attention:
Treasurer Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
If to the Auction Agent, The Bank of New York
0 Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Dealing and Trading Group -
Auction Desk
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
(000) 000-0000
(000) 000-0000
Each such notice, request or communication shall be effective
when delivered at the address specified herein. Communications shall be given on
behalf of the Trust by a Trust Officer and on behalf of the Auction Agent by
telephone (confirmed by telecopy or in writing) by an Authorized Officer.
7.3 Entire Agreement.
This Agreement contains the entire agreement between the parties
relating to, and superseding any prior agreement between the parties relating
to, the subject matter hereof, and there are no other representations,
endorsements, promises, agreements or understandings, oral, written or implied,
between the parties relating to the subject matter hereof except for agreements
relating to the compensation of the Auction Agent.
7.4 Benefits.
Nothing herein, express or implied, shall give to any Person,
other
than the Trust, the Auction Agent and their respective successors and assigns,
any benefit of any legal or equitable right, remedy or claim hereunder.
7.5 Amendment; Waiver.
(1) 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.
(2) Failure of either party hereto to exercise any right or
remedy hereunder in the event of a breach hereof by the other party shall not
constitute a waiver of any such right or remedy with respect to any subsequent
breach.
7.6 Successors and Assigns.
This Agreement shall be binding upon, inure to the benefit of,
and be enforceable by, the respective successors and assigns of each of the
Trust and the Auction Agent. This Agreement may not be assigned by any party
hereto absent the prior written consent of the other parties.
7.7 Severability.
If any clause, provision or section hereof 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 of
the remaining clauses, provisions or sections hereof.
7.8 Disclosure of Information.
The Auction Agent agrees that it will not disclose or use any
"non-public personal information" about the Trust's shareholders other than such
uses or disclosures as are permitted by Regulation S-P under Section 504 of the
Xxxxx-Xxxxx-Xxxxx Act ("Regulation S-P"). "Nonpublic personal information" about
a shareholder shall mean: (i) personally identifiable financial information;
(ii) any list, description, or other grouping of consumers that is derived from
using any personally identifiable information that is not publically available;
and (iii) any other information that a Customer or the Transfer Agent is
prohibited from using or disclosing pursuant to Regulation S-P.
7.9 Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY PROVISIONS
THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF NEW YORK).
BLACKROCK INSURED MUNICIPAL
INCOME TRUST
-----------------------------
By: Name Xxxx X. Xxxxxxxx
Title Secretary
THE BANK OF NEW YORK
------------------------------
By: Name
Title
[
Auction Agency Agreement]
EXHIBIT A
FORM OF
BROKER-DEALER AGREEMENT
EXHIBIT B
SETTLEMENT PROCEDURES
EXHIBIT C
BLACKROCK INSURED MUNICIPAL INCOME TRUST
NOTICE OF AUCTION DATE FOR
MUNICIPAL AUCTION RATE PREFERRED SHARES
("Preferred Shares")
NOTICE IS HEREBY GIVEN that the Auction Date of the next
Auction for Series ___ of the Trust's Preferred Shares is scheduled to be
_______________, 20___ and the next Dividend Payment Date for Series ___ of the
Trust's Preferred Shares will be __________________, 20___.
[A Failure to Deposit in respect of the Series ___ Preferred
Shares currently exists. If, prior to 12:00 noon, New York City time, on the
fourth Business Day preceding the next scheduled Auction Date of the Series ____
Preferred Shares, such Failure to Deposit is not cured or the applicable Late
Charge is not paid, the next Auction will not be held. Notice of the next
Auction for the Series ___ Preferred Shares will be delivered when such Failure
to Deposit is cured and the applicable Late Charge is paid.(1)]
BLACKROCK INSURED MUNICIPAL
INCOME TRUST
---------------------------------
(1) Include this language if a Failure to Deposit exists.
EXHIBIT D
BLACKROCK INSURED MUNICIPAL INCOME TRUST
NOTICE OF PROPOSED CHANGE OF
LENGTH OF RATE PERIOD OF
MUNICIPAL AUCTION RATE PREFERRED SHARES
("Preferred Shares")
BlackRock Insured Municipal Income Trust (the "Trust") may
exercise its option to designate the Rate Period of its Series ____ Preferred
Shares commencing [the first day of the Special Rate Period] as a Special Rate
Period.
By 11:00 A.M. on the second Business Day preceding the first
day of such proposed Special Rate Period, the Trust will notify
___________________ of either (a) its determination to exercise such option,
designating the length of such Special Rate Period for such series or (b) its
determination not to exercise such option.
BLACKROCK INSURED MUNICIPAL
INCOME TRUST
---------------------------------
Dated: __________, 20__
EXHIBIT E
BLACKROCK INSURED MUNICIPAL INCOME TRUST
NOTICE OF CHANGE OF LENGTH OF RATE PERIOD
MUNICIPAL AUCTION RATE PREFERRED SHARES
("Preferred Shares")
NOTICE IS HEREBY GIVEN that (the "Trust") has determined to
designate the Rate Period of its Series ____ Preferred Shares commencing on [the
first day of the Special Rate Period] as a Special Rate Period.
The Special Rate Period will be __________ [Rate Period Days].
The Auction Date for the Special Rate Period is [the Business
Day next preceding the first day of such Special Rate Period].
As a result of the Special Rate Period designation, the amount
of dividends payable on Series ____ Preferred Shares during the Special Rate
Period will be based on a 360-day year.
The Special Rate Period shall not commence if (a) an Auction
for Preferred Shares shall not be held on such Auction Date for any reason or
(b) an Auction for Preferred Shares shall be held on such Auction Date but
Sufficient Clearing Bids for such shares shall not exist in such Auction.
The scheduled Dividend Payment Dates for such series of
Preferred Shares during such Special Rate Period will be
_________________________.
[Special Redemption Provisions, if any]
Attached hereto is a Preferred Shares Basic Maintenance Report
showing that, as of the third Business Day next preceding such proposed Special
Rate Period, Xxxxx'x Eligible Assets (if Xxxxx'x is rating such Preferred
Shares) and S&P Eligible Assets (if S&P is rating such Preferred Shares) each
have an aggregate Discounted Value at least equal to the Preferred Shares Basic
Maintenance Amount as of such Business Day (assuming for purposes of the
foregoing calculation that (i) the Maximum Rate is the Maximum Rate on such
Business Day as if such Business Day were the Auction Date for the proposed
Special Rate Period, and (ii) the Moody's Discount Factors applicable to Moody's
Eligible Assets are determined by reference to the first Xxxxx'x Exposure Period
longer than the Xxxxx'x Exposure Period then applicable to the Trust).
BLACKROCK INSURED MUNICIPAL
INCOME TRUST
---------------------------------
Dated: __________, 20__
EXHIBIT F
BLACKROCK INSURED MUNICIPAL INCOME TRUST
NOTICE OF DETERMINATION NOT TO CHANGE
LENGTH OF RATE PERIOD OF
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES
("Preferred Shares")
NOTICE IS HEREBY GIVEN that BlackRock Insured Municipal Income
Trust (the "Trust") has determined not to exercise its option to designate a
Special Rate Period of its Series ___ Preferred Shares and the next succeeding
Rate Period of such series will be a Minimum Rate Period of ____ Rate Period
Days.
BLACKROCK INSURED MUNICIPAL
INCOME TRUST
------------------------------
Dated: __________, 20___
EXHIBIT G
BLACKROCK INSURED MUNICIPAL INSURED TRUST
NOTICE OF CURE OF FAILURE TO DEPOSIT ON
MUNICIPAL AUCTION RATE PREFERRED SHARES
("Preferred Shares")
NOTICE IS HEREBY GIVEN that BlackRock Insured Municipal Income
Trust (the "Trust") has cured its Failure to Deposit and paid the applicable
Late Charge with respect to its Series ___ Preferred Shares. The dividend rate
on the shares of Series ___ Preferred Shares for the current Dividend Period is
_____________% per annum, the Dividend Payment Date for the current Dividend
Period is scheduled to be _______________, 20___ and the next Auction Date is
scheduled to be _______________, 20___.
BLACKROCK INSURED MUNICIPAL
INCOME TRUST
------------------------------
Dated: __________, 20___
EXHIBIT H
BLACKROCK INSURED MUNICIPAL INSURED TRUST
NOTICE OF CURE OF FAILURE TO DEPOSIT ON INCOME
MUNICIPAL AUCTION RATE PREFERRED SHARES
("Preferred Shares ")
NOTICE IS HEREBY GIVEN that BlackRock Insured Municipal Income
Trust (the "Trust") has cured its Failure to Deposit and paid the applicable
Late Charge with respect to its Series ____ Preferred Shares. The next Auction
Date for the Series ____ Preferred Shares is scheduled to be on
_________________, 20___.
BLACKROCK INSURED MUNICIPAL
INCOME TRUST
------------------------------
Dated: __________, 20___
EXHIBIT I
BLACKROCK INSURED MUNICIPAL INCOME TRUST
NOTICE OF
[CAPITAL GAINS] [AND] [TAXABLE ORDINARY INCOME](1)
DIVIDEND FOR
MUNICIPAL AUCTION RATE PREFERRED SHARES
("Preferred Shares ")
NOTICE IS HEREBY GIVEN that the amount of the dividend payable
on ________________, 20____ for Series ____ of the BlackRock Insured Municipal
Income Trust's Preferred Shares will be determined by the Auction to be held on
_______________, 20___. Up to [$ A ](2) [$ B ](3) per share of the dividend
payable on such date as determined by such Auction will consist of [capital
gains](2) [ordinary income taxable for Federal income tax purposes](3). If the
dividend amount payable on such date as determined by such Auction is less than
[$ A ](2) [$ B ](3) per share, the entire amount of the dividend will consist of
[capital gains](2) [ordinary income taxable for Federal income tax purposes](3).
[To the extent such dividend amount exceeds [$ A ] per share, any excess up to
[$ B ] per share will consist of ordinary income taxable for Federal income tax
purposes.](4) Accordingly, the aforementioned composition of the dividend
payable on _______________, 20___ should be considered in determining Orders to
be submitted with respect to the Auction to be held on ________________, 20__.
The Rate Multiple in effect for such Auction will be ____%.
BLACKROCK INSURED MUNICIPAL
INCOME TRUST
------------------------------
(1) Include language with respect to capital gains, taxable
ordinary income or both, depending on the character of the designation to be
made with respect to the dividend(s).
(2) Include bracketed material if a portion of the dividend
will be designated capital gains.
(3) Include bracketed material if a portion of the dividend
will be designated ordinary income taxable for Federal income tax purposes and
no portion of the dividend will be designated capital gains.
(4) Include bracketed material if a portion of the dividend
will be designated capital gains and a portion will be designated ordinary
income taxable for Federal income tax purposes.
A = the maximum amount of capital gains allocated to such series of Preferred
Shares to be included in such dividend, divided by the number of Preferred
Shares.
B = the maximum amount of ordinary income taxable for Federal income tax
purposes allocated to such series of Preferred Shares to be included in such
dividend, divided by the number of shares in such series.
