BROKER-DEALER AGREEMENT
AMONG
THE BANK OF NEW YORK
AS AUCTION AGENT
------------------------------------
AS BROKER-DEALER
DATED AS OF JUNE 14, 2002
RELATING TO
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES OF
BLACKROCK FLORIDA MUNICIPAL BOND TRUST
BROKER-DEALER AGREEMENT dated as of June 14, 2002 (this "Agreement"),
among (i) The Bank of New York, a New York banking corporation, as auction agent
(the "Auction Agent") (not in its individual capacity but solely as agent)
pursuant to authority granted to it in the Auction Agent Agreement, (ii)
BlackRock Florida Municipal Bond Trust, a Delaware business trust (the "Trust"),
and (iii) each broker-dealer whose name appears on the signature page hereof, as
broker-dealer (together with its successors and assigns as such hereinafter
referred to as "BD").
The Trust intends to issue shares of one or more series of Municipal
Auction Rate Cumulative Preferred Shares, liquidation preference $25,000 per
share (the "Preferred Shares"). The shares of each series of Preferred Shares
shall be issued in book-entry form through the facilities of the Securities
Depository. References to "Preferred Shares" in this Agreement shall refer only
to the beneficial interests in the Preferred Shares unless the context otherwise
requires.
The Auction Procedures require the participation of a Broker-Dealer.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Auction Agent, the Trust and BD
agree as follows:
1. DEFINITIONS AND RULES OF CONSTRUCTION
1.1 TERMS DEFINED BY STATEMENT OF PREFERENCES.
Capitalized terms not defined herein shall have the respective meanings
specified in the Statement.
1.2 TERMS DEFINED HEREIN. As used herein and in the
Settlement Procedures, the following terms shall have the following meanings,
unless the context otherwise requires:
(a) "Agent Member" of any Person shall mean the
member of, or participant in, the Securities Depositary that will act on behalf
of a Bidder.
(b) "Agreement" with respect to the Trust shall
mean this Agreement as may be amended in writing with written consent of the
Trust.
(c) "Auction" shall have the meaning specified
in Section 2.1 hereof.
(d) "Auction" Procedures" shall mean the auction
procedures constituting Part II of the form of Statement as of the filing
thereof.
(e) "Authorized Officer" of the Auction Agent
shall mean each Senior Vice President, Vice President, Assistant Vice President,
Assistant Treasurer and Assistant Secretary of the Auction Agent assigned to its
Corporate Trust and Agency Group and every other officer or employee of the
Auction Agent designated as an "Authorized Officer" for purposes hereof in a
communication to the Trust.
(f) "Preferred Shares" shall mean the preferred
shares, par value $.001 per share, of the Trust designated as its "Auction Rate
Municipal Preferred Shares" and bearing such further designation as to series as
the Board of Trustees, as the case may be, of the Trust or any committee thereof
shall specify; as set forth in the Request and Acceptance Letter.
(g) "Settlement Procedures" shall mean the
Settlement Procedures attached to the Auction Agent Agreement as Exhibit B.
(h) "Statement" shall mean the Statement of
Preferences of Auction Rate Municipal Preferred Shares, as the same may be
amended, supplemented or modified from time to time.
(i) "Trust Officer" shall mean the Chairman and
Chief Executive Officer, the President, each Vice President (whether or not
designated by a number or word or words added before or after the title "Vice
President"), the Secretary, the Treasurer, each Assistant Vice President, each
Assistant Secretary and each Assistant Treasurer of the Trust and every other
officer or employee of the Trust designated as a "Trust Officer" for purposes
hereof in a notice to the Auction Agent.
1.3 RULES OF CONSTRUCTION. Unless the context or use
indicates another or different meaning or intent, the following rules shall
apply to the construction of this Agreement:
(a) Words importing the singular number shall
include the plural number and vice versa.
(b) The captions and headings herein are solely
for convenience of reference and shall not constitute a part of this Agreement
nor shall they affect its meaning, construction or effect.
(c) The words "hereof," "herein," "hereto," and
other words of similar import refer to this Agreement as a whole.
(d) All references herein to a particular time
of day shall be to New York City time.
(e) This Agreement shall apply separately but
equally to all series of Preferred Shares that may be issued. Section 1 and 2
hereof shall be read in conjunction with the Statement and in the event of any
conflict with the Statement, the Statement shall take precedence.
1.4 WARRANTIES OF BD. BD hereby represents and warrants
that this Broker-Dealer Agreement has been duly authorized, executed and
delivered by BD and that, assuming the due authorization, execution and delivery
hereof by the Auction Agent, this Broker-Dealer Agreement constitutes a valid
and binding agreement of BD, enforceable against it in accordance with its
terms. BD's representations and warranties in this Section 1.4 shall survive the
termination of this Agreement.
2. THE AUCTIONS
2.1 PURPOSE; INCORPORATION BY REFERENCE OF AUCTION
PROCEDURES AND SETTLEMENT PROCEDURES.
(a) On each Auction Date, the provisions of the
Auction Procedures will be followed by the Auction Agent for the purpose of
determining the Applicable Rate for the
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Preferred Shares for the next Dividend Period. Each periodic implementation of
such procedures is hereinafter referred to as an "Auction."
(b) All of the provisions contained in the
Auction Procedures and the Settlement Procedures are incorporated herein by
reference in their entirety and shall be deemed to be a part of this Agreement
to the same extent as if such provisions were fully set forth herein.
(c) BD agrees to act as, and assumes the
obligations of and limitations and restrictions placed upon, a Broker-Dealer
under this Agreement.
(d) BD acknowledges and agrees that each
provision of the Auction Procedures that requires BD to perform an obligation or
procedure is hereby incorporated herein by reference and that this Agreement
shall constitute the Trust's instruction, and BD hereby agrees, to perform such
obligations and procedures without further request by or instructions from the
Trust.
(e) BD may participate in Auctions for its own
account.
2.2 PREPARATION FOR EACH AUCTION.
(a) Not later than 9:30 a.m. on each Auction Date, the
Auction Agent shall advise BD by telephone or other electronic means, to be
confirmed in writing by the Auction Agent, of the Maximum Rate, Reference
Rate(s) and Treasury Note Rate(s).
(b) BD shall cause the Maximum Rate to be communicated as
promptly as practicable to its customers who hold or may be interested in
acquiring Preferred Shares.
(c) As promptly as practicable after determining each
Auction Date, but not later than 9:15 a.m. on the Business Day preceding such
Auction Date, the Auction Agent shall notify BD, by such means as the Auction
Agent deems practicable, of the scheduled date of such Auction Date. If the
Auction Date for any Auction shall be changed after the Auction Agent has given
such notice or the notice referred to in clause (vii) of paragraph (a) of the
Settlement Procedures, the Auction Agent, by such means as the Auction Agent
deems practicable, shall give notice of such change to BD not later than the
earlier of (x) 9:15 a.m. on the Business Day preceding the new Auction Date, and
(y) 9:15 a.m. on the original Auction Date. Thereafter, BD shall promptly notify
customers of BD that are Existing Holders of such change in the Auction Date.
(d) If required by applicable law, or requested by the
Auction Agent, BD shall provide a list of Existing Holders based upon inquiries
of those Persons such Broker-Dealer believes are Beneficial Owners as a result
of the most recent Auction to the Auction Agent promptly after any date so
requested by the Auction Agent. The Auction Agent shall keep confidential any
such information, including information received as to the identity of Bidders
in any Auction, and shall not disclose any such information so provided to any
Person other than the other parties hereto, provided that the Auction Agent each
reserves the right to disclose any such information if (a) it is ordered to do
so by a court of competent jurisdiction or a regulatory, judicial or
quasi-judicial agency, (b) it is advised by its counsel that its failure to do
so would be unlawful or (c) failure to do so would expose the Auction Agent to
loss, liability, claim, damage or expense for which it has not received
indemnity satisfactory to it.
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(e) BD agrees to maintain a list of customers relating to
a series of Preferred Shares and to use its best efforts, subject to existing
laws and regulations, to contact the customers on such list whom BD believes may
be interested in participating in the Auction on each Auction Date, as a
Potential Holder or a Potential Beneficial Owner, for the purposes set forth in
the Auction Procedures. Nothing herein shall require BD to submit an Order for
any customer in any Auction.
(f) The Auction Agent's registry of Existing Holders of
shares of a series of Preferred Shares shall be conclusive and binding on BD. BD
may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding
an Auction for shares of a series of Preferred Shares and 9:30 A.M. on the
Auction Date for such Auction to ascertain the number of shares of such series
in respect of which the Auction Agent has determined BD to be an Existing
Holder. If BD believes it is the Existing Holder of fewer shares of such series
than specified by the Auction Agent in response to BD's inquiry, BD may so
inform the Auction Agent of that belief. BD shall not, in its capacity as
Existing Holder of shares of such series, submit Orders in such Auction in
respect of shares of such series covering in the aggregate more than the number
of shares of such series specified by the Auction Agent in response to BD's
inquiry.
2.3 AUCTION SCHEDULE; METHOD OF SUBMISSION OF ORDERS.
(a) The Auction Agent shall conduct Auctions in
accordance with the schedule set forth below. Such schedule may be changed at
any time by the Auction Agent with the consent of the Trust, which consent shall
not be unreasonably withheld. The Auction Agent shall give written notice of any
such change to BD which shall have the right to review such change. Such notice
shall be received one Business Day prior to the first Auction Date on which any
such change shall be effective.
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TIME EVENT
By 9:30 a.m. Auction Agent advises the Trust and the
Broker-Dealer of the applicable Maximum Rate
and the Reference Rate(s) and Treasury Note Rate(s)
as set forth in Section 2.2(a) hereof.
9:30 a.m. - 1:30 p.m. Auction Agent assembles information communicated
to it by Broker-Dealer as provided in Section
2(a) of the Auction Procedures. Submission
Deadline is 1:30 p.m.
Not earlier than Auction Agent makes determinations pursuant to
1:30 p.m. 3(a) of the Auction Procedures.
By approximately Auction Agent advises the Trust of results of
3:30 p.m. Auction as provided in Section 3(b) of the
Auction Procedures. Submitted Bids and
Submitted Sell Orders are accepted and rejected in
whole or in part and Preferred Shares are
allocated as provided in Section 4 of the Auction
Procedures. Auction Agent gives notice of Auction
results as set forth in paragraph (a) of the
Settlement Procedures.
(b) BD may designate one or more individuals in
its organization who will coordinate its procedures in connection with Auctions
and purchases and sales of shares of any series of Preferred Shares.
(c) BD agrees to handle its customers' order in
accordance with its duties under applicable securities laws and rules.
(d) To the extent that pursuant to Section 4 of
the Auction Procedures of the Trust, BD continues to hold, sells or purchases a
number of shares that is fewer than the number of shares in an Order submitted
by BD to the Auction Agent in which BD designated itself as an Existing Holder
or Potential Holder in respect of customer Orders, BD shall make appropriate pro
rata allocations among its customers for which it submitted Orders of similar
tenor. If as a result of such allocations, any Beneficial Owner would be
entitled or required to sell, or any Beneficial Owner would be entitled or
required to purchase, a fraction of a Preferred Share on any Auction Date, BD
shall, in such manner as it shall determine in its sole discretion, round up or
down the number of Preferred Shares to be purchased or sold on such Auction Date
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by any Beneficial Owner or Potential Beneficial Owner on whose behalf BD
submitted an Order so that the number of shares so purchased or sold by each
such Beneficial Owner or Potential Beneficial Owner on such Auction Date shall
be whole shares.
(e) BD shall submit Orders to the Auction Agent
in writing in substantially the form attached hereto as Exhibit A. BD shall
submit separate Orders to the Auction Agent for each Potential Holder or
Existing Holder on whose behalf BD is submitting an Order and shall not net or
aggregate the Orders of Potential Holders or Existing Holders on whose behalf BD
is submitting Orders.
(f) BD shall deliver to the Auction Agent a
written notice, substantially in the form attached hereto as Exhibit B, of
transfers of Preferred Shares made through BD by an Existing Holder to another
Person other than pursuant to an Auction and a written notice, substantially in
the form attached hereto as Exhibit C, of the failure of any Preferred Shares to
be transferred to or by any Person that purchased or sold Preferred Shares
through BD pursuant to an Auction. The Auction Agent is not required to accept
any notice delivered pursuant to the terms of the foregoing sentence with
respect to an Auction unless it is received by the Auction Agent by 3:30 p.m. on
the Business Day next preceding the applicable Auction Date.
2.4 NOTICES.
(a) On each Auction Date, the Auction Agent
shall notify BD by telephone or facsimile (or other electronic means acceptable
to both parties) of the results of the Auction as set forth in paragraph (a) of
the Settlement Procedures. By approximately 11:30 A.M. on the Business Day next
succeeding such Auction Date, the Auction Agent shall notify BD in writing of
the disposition of all Orders submitted by BD in the Auction held on such
Auction Date.
(b) BD shall notify each Existing Holder or
Potential Holder on whose behalf BD has submitted an Order as set forth in
paragraph (b) of the Settlement Procedures and take such other action as is
required of BD pursuant to the Settlement Procedures.
2.5 DESIGNATION OF SPECIAL RATE PERIOD.
(a) If the Trust delivers to its Auction Agent a
notice of the Auction Date for any series of Preferred Shares of the Trust for a
Rate Period thereof that next succeeds a Rate period that is not a Minimum Rate
Period in the form of Exhibit C to the Auction Agency Agreement, and BD is a
Broker-.Dealer of such series, the Auction Agent shall deliver such notice to BD
as promptly as practicable after its receipt of such notice from the Trust.
(b) If the Board of Trustees of the Trust
proposes to designate any succeeding Subsequent Rate Period of any series of
Preferred Shares of the Trust as a Special Rate Period and the Trust delivers to
its Auction Agent a notice of such proposed Special Rate Period in the form of
Exhibit D to the Auction Agency Agreement, and BD is a Broker-Dealer for such
series, such Auction Agent shall deliver such notice to BD as promptly as
practicable after its receipt of such notice from the Trust.
(c) If the Board of Trustees of the Trust
determines to designate such succeeding Subsequent Rate Period as a Special Rate
Period, and the Trust delivers to its
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Auction Agent a notice of such Special Rate Period in the form of Exhibit E to
the Auction Agency Agreement not later than 11:00 A.M. on the second Business
Day next preceding the first day of such Rate Period, and BD is a Broker-Dealer
for such series, such Auction Agent shall deliver such notice to BD not later
than 3:00 P.M. on such second Business Day.
(d) If the Trust shall deliver to its Auction
Agent a notice not later than 11:00 A.M. on the second Business Day next
preceding the first day of any Rate Period stating that the Trust has determined
not to exercise its option to designate such succeeding Subsequent Rate Period
as a Special Rate Period, in the form of Exhibit F to the Auction Agency
Agreement, or shall fail to timely deliver either such notice or a notice in the
form of Exhibit E to the Auction Agency Agreement, and BD is a Broker-Dealer for
such series, such Auction Agent shall deliver a notice in the form of Exhibit F
to the Auction Agency Agreement to BD not later than 3:00 P.M. on such second
Business Day.
2.6 ALLOCATION OF TAXABLE INCOME.
If the Trust delivers to its Auction Agent a notice in the
form of Exhibit I to the Auction Agency Agreement designating all or a portion
of any dividend on shares of any series of Preferred Shares of the Trust to
consist of net capital gains or other income taxable for Federal income tax
purposes, and BD is a Broker-Dealer for such series, such Auction Agent shall
deliver such notice to BD on the Business Day following its receipt of such
notice from the Trust. On or prior to the Auction Date referred to in such
notice, BD will contact each of its customers that is a Beneficial Owner of
shares of such series of Preferred Shares or a Potential Beneficial Owner of
shares of such series of Preferred Shares interested in submitting an Order in
the Auction to be held on such Auction Date, and BD will notify such Beneficial
Owners and Potential Beneficial Owners of the contents of such notice. BD will
be deemed to have notified such Beneficial Owners and Potential Beneficial
Owners if, for each of them, (i) BD makes a reasonable effort to contact such
Beneficial Owner or Potential Beneficial Owner by telephone, and (ii) upon
failing to contact such Beneficial Owner or Potential Beneficial Owner by
Telephone BD mails written notification to such Beneficial Owner or Potential
Beneficial Owner at the mailing address indicated in the account records of BD.
The Auction Agent for any series of Preferred Shares shall be
required to notify BD if it is a Broker-Dealer for such series within two
Business Days after each Auction of such series of the Auction Agent's receipt
of notice from the Trust that such Auction involves an allocation of income
taxable for Federal income tax purposes as to the dollar amount per share of
such taxable income and income exempt from Federal income taxation included in
the related dividend.
2.7 FAILURE TO DEPOSIT.
(a) If: (i) any Failure to Deposit shall have
occurred with respect to shares of any series of Preferred Shares of the Trust
during any Rate Period thereof (other than any Special Rate Period of Rate
Period Days or any Rate Period succeeding any Special Rate Period of more than
364 Rate Period Days during which a Failure to deposit occurred that has not
been cured), but, prior to 12:00 Noon,
New York City time, on the third Business
Day next succeeding the date on which such Failure to Deposit occurred, such
Failure to Deposit shall have been cured in accordance with Section 2.8 of the
Auction Agency Agreement and the Trust
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shall have paid to the Auction Agent for such series the applicable Late Charge
as described in Section 2.8 of the Auction Agency Agreement, then, if BD is a
Broker-Dealer for such series, such Auction Agent shall deliver a notice in the
form of Exhibit G to the Auction Agency Agreement by first-class mail, postage
prepaid, to BD not later than one Business Day after its receipt of the payment
from the Trust curing such Failure to Deposit and such Late Charge.
(b) If: (i) any Failure to Deposit shall have
occurred with respect to shares of any series of Preferred Shares of the Trust
during any Rate Period thereof (other than any Special Rate Period of more than
364 Rate Period Days or any Rate Period succeeding any Special Rate Period of
more than 364 Rate Period Days during which a Failure to Deposit occurred but
has not been cured), and, prior to 12:00 Noon,
New York City time, on the third
Business Day next succeeding the date on which such Failure to Deposit occurred,
such Failure to Deposit shall not have been cured as described in Section 2.8 of
the Auction Agency Agreement or the Trust shall not have paid to the Auction
Agent for such series the applicable Late Charge described in Section 2.8 of the
Auction Agency Agreement; or (ii) any Failure to Deposit shall have occurred
with respect to shares of any series of Preferred Shares of the Trust during a
Special Rate Period thereof of more than 364 Rate Period Days, or during any
Rate Period thereof succeeding any Special Rate Period of more than 364 Rate
Period Days during which a Failure to Deposit occurred that has not been cured,
and, prior to 12:00 noon,
New York City time, on the fourth Business Day
preceding the Auction Date for the Rate Period subsequent to such Rate Period,
such Failure to Deposit shall not have been cured as described in Section 2.8 of
the Auction Agency Agreement of the Trust shall not have paid to the Auction
Agent for such series the applicable Late Charge described in Section 2.8 of the
Auction Agency Agreement; then such Auction Agent shall deliver a notice in the
form of Exhibit H to the Auction Agency Agreement to the Broker-Dealers for such
series not later than one Business Day after the receipt of the payment from the
Trust curing such Failure to Deposit and Late Charge.
2.8 SERVICE CHARGE TO BE PAID TO BD.
(a) No later than 12:00 noon on each Dividend
Payment Date, the Auction Agent after each Auction will pay a service charge
from funds provided by the Trust to each Broker-Dealer on the basis of the
purchase price of Preferred Shares placed by such Broker-Dealer at such Auction.
The service charge shall be (i) in the case of any Auction Date immediately
preceding a seven-day Dividend Period, the product of (A) a fraction the
numerator of which is the number of days in such Dividend Period (calculated by
counting the date of original issue of such shares to but excluding the next
succeeding dividend payment date of such shares) and the denominator of which is
365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate
number of shares of outstanding Preferred Shares for which the Auction is
conducted and (ii) in the case of any Special Dividend Period the amount
determined by mutual consent of the Trust and any such Broker-Dealers and shall
be based upon a selling concession that would be applicable to an underwriting
of fixed or variable rate Preferred Shares with a similar final maturity or
variable rate dividend period, respectively, at the commencement of the Dividend
Period with respect to such Auction.
(b) If the Trust determines to change the rate
at which the Broker-Dealer Fee accrues, the Trust shall mail to the Auction
Agent a notice thereof within two Business Days of such change. Any change in
the Broker-Dealer Fee Rate shall be effective on the Auction Date next
succeeding the Auction Agent's receipt of notice of such change.
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2.9 SETTLEMENT.
(a) If any Existing Holder selling Preferred
Shares in an Auction fails to deliver such Preferred Shares (by authorized
book-entry), the BD of any Person that was to have purchased Preferred Shares in
such Auction may deliver to such Person a number of Preferred Shares that is
less than the number of Preferred Shares that otherwise were to be purchased by
such Person. In such event, the number of Preferred Shares to be so delivered
shall be determined by BD. Delivery of such lesser number of Preferred Shares
shall constitute good delivery. Upon the occurrence of any such failure to
deliver Preferred Shares, BD shall deliver to the Auction Agent the notice
required by Section 2.3(c)(ii) hereof. Notwithstanding the foregoing provisions
of this Section 2.9(a), any delivery or non delivery of Preferred Shares which
represents any departure from the results of an Auction, as determined by the
Auction Agent, shall be of no effect unless and until the Auction Agent shall
have been notified of such delivery or non-delivery in accordance with the terms
of Section 2.3(c)(ii) hereof. The Auction Agent shall have no duty or liability
with respect to enforcement of this Section 2.9(a).
(b) Neither the Auction Agent nor the Trust
shall have any responsibility or liability with respect to the failure of an
Existing Holder, a Potential Holder or an Agent Member or any of them to deliver
Preferred Shares or to pay for Preferred Shares sold or purchased pursuant to
the Auction Procedures or otherwise.
(c) Notwithstanding any provision of the Auction
Procedures or the Settlement Procedures to the contrary, in the event BD is an
Existing Holder with respect to shares of a series of Preferred Shares and the
Auction procedures provide that BD shall be deemed to have submitted a Sell
Order in an Auction with respect to such shares if BD fails to submit an Order
in that Auction with respect to such shares, BD shall have no liability to any
Person for failing to sell such shares pursuant to such a deemed Sell Order if
(i) such shares were transferred by the beneficial owner thereof without
notification of such transfer in compliance with the Auction Procedures or (ii)
BD has indicated to the Auction Agent pursuant to Section 2.2(f) of this
Agreement that, according to BD's records, BD is not the Existing Holder of such
shares.
(d) Notwithstanding any provision of the Auction
Procedures or the Settlement Procedures to the contrary, in the event an
Existing Holder or Beneficial Owner of shares of a series of Preferred Shares
with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for
such shares that was accepted in whole or in part, or submitted or is deemed to
have submitted a Sell Order for such shares that was accepted in whole or in
part, fails to instruct its Agent Member to deliver such shares against payment
therefore, partial deliveries of Preferred Shares that have been made in respect
of Potential Holders' or Potential Beneficial Owners' Submitted Bids for shares
of such series that have been accepted in whole or in part shall constitute good
delivery to such Potential Holders and Potential Beneficial Owners.
3. THE AUCTION AGENT
3.1 DUTIES AND RESPONSIBILITIES.
(a) The Auction Agent is acting solely as agent
for the Trust hereunder and owes no duties, fiduciary or otherwise, to any other
Person.
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(b) The Auction Agent undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement, and
no implied covenants or obligations shall be read into this Agreement, the
Auction Agent Agreement, Auction Procedures or the Settlement Procedures against
the Auction Agent.
(c) In the absence of bad faith or negligence on
its part, the Auction Agent shall not be liable for any action taken, suffered,
or omitted or for any error of judgment made by it in the performance of its
duties under this Agreement. The Auction Agent shall not be liable for any error
resulting from the use or reliance on a source of information used in good faith
and without negligence to make any determination, calculation or declaration
hereunder. The Auction Agent shall not be liable for any error of judgment made
in good faith unless the Auction Agent shall have been negligent in ascertaining
or failing to ascertain the pertinent facts. In no event shall the Auction Agent
be liable for special, punitive, indirect or consequential loss or damage of any
kind whatsoever (including but not limited to lost profits), even if the Auction
Agent has been advised of the likelihood of such loss or damage and regardless
of the form of action.
(d) The Auction Agent shall not be: (i) required
to, and does not, make any representations or have any responsibilities as to
the validity, accuracy, value or genuineness of any signatures or endorsements,
other than its own; (ii) obligated to take any legal action hereunder that
might, in its judgment, involve any expense or liability, unless it has been
furnished with indemnity satisfactory to the Auction Agent; and (iii)
responsible for or liable in any respect on account of the identity, Trust or
rights of any Person (other than itself and its agents and attorneys) executing
or delivering or purporting to execute or deliver any document under this
Agreement or any
Broker-Dealer Agreement.
(e) The Auction Agent shall not be responsible
or liable for any failure or delay in the performance of its obligations under
this Agreement arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control; it being understood that the
Auction Agent shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.
3.2 RIGHTS OF THE AUCTION AGENT.
(a) The Auction Agent may conclusively rely and
shall be fully protected in acting or refraining from acting upon any
communication authorized by this Agreement and upon any written instruction,
notice, request, direction, consent, report, certificate, share certificate or
other instrument, paper or document believed by it to be genuine. The Auction
Agent shall not be liable for acting upon any communication authorized by this
Agreement (including, but not limited to, any made by telephone, telecopier or
other means of electronic communication acceptable to the parties hereto) which
the Auction Agent believes in good faith to have been given by the Trust or by
BD. The Auction Agent may record telephone communications with BD.
(b) The Auction Agent may consult with counsel
of its own choice, and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.
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(c) The Auction Agent shall not be required to
advance, expend or risk its own funds or otherwise incur or become exposed to
financial liability in the performance of its duties hereunder.
(d) The Auction Agent may perform its duties and
exercise its rights hereunder either directly or by or through agents or
attorneys and shall not be responsible for any misconduct or negligence on the
part of any agent or attorney appointed by it with due care.
(e) The Auction Agent shall not be responsible
or liable for any failure or delay in the performance of its obligations under
this Agreement arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control, it being understood that the
Auction Agent shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.
3.3 AUCTION AGENT'S DISCLAIMER. The Auction Agent makes
no representation as to, and shall have no liability with respect to, the
correctness of the recitals in, or the validity, adequacy or accuracy of, this
Agreement, the Auction Agent Agreement, the Auction Procedures, the offering
material used in connection with the offer and sale of the Preferred Shares or
any other agreement or instrument executed in connection with the transactions
contemplated herein or in any thereof.
4. MISCELLANEOUS
4.1 TERMINATION. (a) Any party may terminate this
Agreement at any time upon five (5) days written notice to the other parties,
which notice may be given by facsimile as provided in Section 4.4 hereof. This
Agreement shall automatically terminate upon the redemption of all outstanding
Preferred Shares or upon termination of the Auction Agent Agreement.
(b) BD represents that it (or if BD does not act
as Agent Member, one of its affiliates) shall make all dividend payments on the
Preferred Shares available in same-day funds on each Dividend Payment Date to
customers that use BD or affiliate as Agent Member.
4.2 AGENT MEMBER. BD is, and shall remain for the term of
this Agreement, a member of, or participant in, the Securities Depository (or an
affiliate of such a member or participant).
4.3 COMMUNICATIONS. Except for (i) communications
authorized to be by telephone pursuant to this Agreement or the Auction
Procedures and (ii) communications in connection with the Auctions (other than
those expressly required to be in writing), all notices, requests and other
communications to any party hereunder shall be in writing (for the purposes of
this Agreement, telecopy or other means of electronic communication acceptable
to the parties shall be deemed to be in writing) and shall be given to such
party, addressed to it, at its address, telecopy number set forth below and,
where appropriate reference the particular Auction to which such notice relates:
11
If to BD, _________________________
addressed: _________________________
_________________________
_________________________
Attention: ________________
Telephone No.: ____________
Facsimile No.: _____________
If to the Auction The Bank of
New York
Agent, addressed: Corporate Trust Administration
000 Xxxxx Xxxx Xxxx - 0xx Xxxxx
Xxxx Xxxxxxxx, XX 00000
Attention: Dealing and Trading Group - Auction Desk
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
If to the Trust,
BlackRock Florida Municipal Bond Trust
addressed: c/o BlackRock Financial Management, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Treasurer
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
or such other address or facsimile number as such party may hereafter specify
for such purpose by notice to the other parties. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of BD by a BD Officer, on behalf of the
Auction Agent by an Authorized Officer and on behalf of the Trust by an
Authorized Trust Officer. Telephone communications may be recorded.
4.4 ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties relating to the subject matter hereof, and there
are no other representations, endorsements, promises, agreements or
understandings, oral, written or inferred, between the parties relating to the
subject matter hereof.
4.5 BENEFITS. Nothing in this Agreement, express or
implied, shall give to any person, other than the Auction Agent, the Trust and
BD and their respective successors and permitted assigns, any benefit of any
legal or equitable right, remedy or claim under this Agreement.
4.6 AMENDMENT; WAIVER.
(a) This Agreement shall not be deemed or
construed to be modified, amended, rescinded, cancelled or waived, in whole or
in part, except by a written instrument signed by a duly authorized
representative of each of the parties hereto.
12
(b) Failure of any party to this Agreement to
exercise any right or remedy hereunder in the event of a breach of this
Agreement by any other party shall not constitute a waiver of any such right or
remedy with respect to any subsequent breach.
4.7 SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon, inure to the benefit of, and be enforceable by, the respective
successors and permitted assigns of each of the parties hereto. This Agreement
may not be assigned by any party hereto absent the prior written consent of the
other parties.
4.8 SEVERABILITY. If any clause, provision or section of
this Agreement shall be ruled invalid or unenforceable by any court of competent
jurisdiction, the invalidity or unenforceability of such clause, provision or
section shall not affect any remaining clause, provision or section hereof.
4.9 EXECUTION IN COUNTERPARTS. This Agreement may be
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
4.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK (WITHOUT
GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF
NEW YORK).
13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.
THE BANK OF NEW YORK
as Auction Agent
By:
---------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
as Broker-Dealer
By:
---------------------------------------------
Name:
Title:
14
Exhibit A
To
BROKER-DEALER
AGREEMENT
AUCTION BID FORM
(Submit only one Order on this Order Form)
BLACKROCK FLORIDA MUNICIPAL BOND TRUST
Municipal Auction Rate Cumulative Preferred Shares ("Preferred Shares")
To: The Bank of New York Date of Auction ______________
Corporate Trust Administration Series of Preferred Shares
000 Xxxxx Xxxx Xxxx- 0xx Xxxxx (indicate by
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000 Number Designation)
Attention: Dealing and Trading Group _______
The undersigned Broker-Dealer submits the following Order on behalf of the
Bidder listed below:
Name of Bidder: __________________________________
Bidder placed the Order listed below covering the number of
shares indicated (complete only one blank):
_________________ number of Preferred Shares now held by
Bidder (an Existing Holder), and the Order is a (check one):
|_| Hold Order; or
|_| Bid at a rate of ____%; or
|_| Sell Order;
-- or -
_________________ number of Preferred Shares not now held
by Bidder (a Potential Holder), and the Order is
a Bid at a rate of ______%
Notes:
(1) If submitting more than one Bid for one Bidder, use additional Order
Forms.
(2) If one or more Bids covering in the aggregate more than the outstanding
number of Preferred Shares held by any Existing Holder are submitted,
such Bids shall be considered valid in the order of priority set forth
in the Auction Procedures.
(3) A Hold or Sell Order may be placed only by an Existing Holder covering
a number of Preferred Shares not greater than the number of Preferred
Shares currently held by such Existing Holder.
(4) Potential Holders may make Bids only, each of which must specify a
rate. If more than one Bid is submitted on behalf of any Potential
Holder, each Bid submitted shall be a separate Bid with the rate
specified.
(5) Bids may contain no more than three figures to the right of the decimal
point (.001 of 1%).
(6) An Order must be submitted in whole Preferred Shares with an aggregate
liquidation preference of $25,000.
Name of Broker-Dealer: ________________________
By: ________________________
A-1
Exhibit B
To
BROKER-DEALER
AGREEMENT
(To be used only for transfers made other than
pursuant to an Auction)
TRANSFER FORM
BLACKROCK FLORIDA MUNICIPAL BOND TRUST
Municipal Auction Rate Cumulative Preferred Shares ("Preferred Shares")
Series _____ Preferred Shares
(indicate by Number Designation)
We are (check one):
|_| the Existing Holder named below; or
|_| the Broker-Dealer for such Existing Holder; or
|_| the Agent Member for such Existing Holder.
We hereby notify you that such Existing Holder will
transfer ___ Preferred Shares to _______________________.
BLACKROCK FLORIDA MUNICIPAL BOND TRUST
By: _______________________________
Name:
Title:
------------------------------------
(Name of Existing Holder)
------------------------------------
(Name of Broker-Dealer)
------------------------------------
(Name of Agent Member)
By: _______________________________
Name:
Title:
B-1
Exhibit C
To
BROKER-DEALER
AGREEMENT
(To be used only for failures to deliver
Preferred Shares sold pursuant to an Auction)
NOTICE OF A FAILURE TO DELIVER
BLACKROCK FLORIDA MUNICIPAL BOND TRUST
Municipal Auction Rate Cumulative Preferred Shares ("Preferred Shares")
Series _____ Preferred Shares
(indicate by Number Designation)
Complete either I. or II.
I. We are a Broker-Dealer for ______________ (the "Purchaser"),
which purchased ____ Preferred Shares in the Auction held on
__________________ from the seller of such Preferred Shares.
II. We are a Broker-Dealer for _____________ (the "Seller"), which
sold ____ Preferred Shares in the Auction held on
____________________ to the purchaser of such Preferred
Shares.
We hereby notify you that (check one):
__________ the Seller failed to deliver such Preferred Shares to the
Purchaser; or
__________ the Purchaser failed to make payment to the Seller upon
delivery of such Preferred Shares.
Name: _______________________________
(Name of Broker-Dealer)
By: _________________________________
Printed Name:
Title:
C-1
Capitalized terms used in this letter, unless otherwise defined herein,
shall have the meanings set forth in the Offering Documents.
(Name of Purchaser)
By: __________________________________
Name:
Title:
Address: _____________________________
______________________________________
______________________________________
Dated:
S-1
