BLACKROCK CALIFORNIA MUNICIPAL 2018 TERM TRUST
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AUCTION AGENCY AGREEMENT
dated as of [ ], 2001
Relating to
Auction Market Preferred Shares
Series M7
of
BLACKROCK CALIFORNIA MUNICIPAL 2018 TERM 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
[----------], 2001, is between BlackRock Municipal 2018 Term 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 Auction Market Preferred Shares, Series [ ] preferred shares, par value
$0.001 per share, liquidation preference $25,000 per share, designated as
Auction Market Preferred Shares, Series [ ] (collectively, the "AMPS"), 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 AMPS (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:
(a) "Agent Member" of any Person shall mean the member
of, or participant in, the Securities Depository that will act on behalf of a
Bidder.
(b) "Agreement" shall mean the Agreement relating to one
or more series of AMPS.
(c) "AMPS" shall mean the preferred shares, par value
$.001 per share, of the Trust designated as its "Auction Market 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.
(d) "Auction" shall have the meaning specified in
Section 2.1 hereof.
(e) "Auction Procedures" shall mean the auction
procedures constituting Part II of the form of Statement as of the filing
thereof.
(f) "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.
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(g) "Broker-Dealer Agreement" shall mean each agreement
among the Auction Agent and a Broker-Dealer substantially in the form attached
hereto as Exhibit A.
(h) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit B.
(i) "Statement" shall mean the Statement of Preferences
of Auction Market Preferred Shares, as the same may be amended, supplemented or
modified from time to time.
(j) "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:
(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 the Agreement nor
shall they affect its meaning, construction or effect.
(c) The words "hereof", "herein", "hereto" and other
words of similar import refer to the Agreement as a whole.
(d) All references herein to a particular time of day
shall be to New York City time.
2. The Auction.
2.1 Purpose; Incorporation by Reference of Auction Procedures
and Settlement Procedures.
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(a) The Board of Trustees of the Trust has adopted a
resolution appointing The 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 AMPS for which
the Applicable Rate is to be determined by auction. Each periodic operation of
such procedures is hereinafter referred to as an "Auction."
(b) All of the provisions contained in the Auction
Procedures and the Settlement Procedures are incorporated herein by reference in
their entirety and shall be deemed to be a part 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.
(a) Not later than seven days prior to the first Auction
Date for the first series of AMPS 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 AMPS 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 AMPS 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.
(b) In the event that any Auction Date for any series of
AMPS shall be changed after the Auction Agent shall have given the notice
referred to in
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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.
(c) (i) The Auction Agent shall maintain a registry
of the beneficial owners of the AMPS of each series who shall constitute
Existing Holders of AMPS 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 AMPS 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 AMPS of each series a list of
the initial Existing Holders of the shares of each such series of AMPS,
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 AMPS 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 AMPS may have been transferred without compliance with any
restriction on the transfer thereof set forth in the Auction Procedures.
(ii) In the event of any partial redemption of any
series of AMPS, 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 AMPS 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
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its registry of Existing Holders as the beneficial owner of the number of
AMPS of such series shown in such registry.
(iii) The Auction Agent shall be required to
register a transfer of AMPS of any series from an Existing Holder of such
AMPS 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 AMPS in an Auction of the failure
of such AMPS 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 AMPS 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.
(d) 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 AMPS 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 AMPS 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.
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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
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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
Procedures.
Submitted Bids and Submitted Sell
Orders are accepted and rejected and AMPS
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.
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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 AMPS by telephone or through its Auction Processing
System as set forth in paragraph (a) of the Settlement Procedures.
2.5 Broker-Dealers.
(a) Not later than 12:00 Noon on each Auction Date for
any series of AMPS, 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 2.5 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.
(b) 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.
(c) 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 AMPS
after such termination.
(d) 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 AMPS to which such Broker-Dealer Agreement relates.
2.6 Information Concerning Rates.
(a) The Rate Multiple on the date of the Agreement is
determined by the Trust and the Auction Agent on the date even herewith. If
there is
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any change in the credit rating of AMPS 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 AMPS after the date even
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 AMPS succeeding such change. If the Trust
designates all or a portion of any dividend on shares of any series of AMPS 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 AMPS
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 AMPS 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
AMPS 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
AMPS 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.
(i) On each Auction Date for any series of AMPS,
the Auction Agent shall determine the Maximum Rate for such series. The
Maximum Rate for any series of AMPS on any Auction Date shall be:
(A) 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:
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(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
(B) 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
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Bond Rate(s), Treasury Note Rate(s) and Treasury ▇▇▇▇ ▇▇▇▇(s), as the case may
be, used to make such determination.
(ii) From and after a Failure to Deposit by the
Trust during any Rate Period of any series of AMPS, 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.
(iii) If any "AA" Composite Commercial Paper Rate,
Taxable Equivalent of the Short-Term Municipal Bond Rate, Treasury Note
Rate or Treasury Bill 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.
(iv) 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.
(v) If any Treasury Note Rate or Treasury Bill
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.
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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.
(a) 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 AMPS 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 AMPS 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.
(b) Pursuant to the Statement, the Trust may, at its
option, designate a Special Rate Period for any series of AMPS in the manner
described in Section 4 of Part I of the Statement.
(i) If the Board of Trustees proposes to
designate any succeeding Subsequent Rate Period of any series of AMPS 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 AMPS 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.
(ii) 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
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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.
(iii) 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.
(a) If:
(i) any Failure to Deposit shall have occurred
with respect to AMPS 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
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360, and applying the rate obtained against the aggregate liquidation
preference of the outstanding AMPS and (2) if such Failure to Deposit
consisted of the failure timely to pay to the Auction Agent the
Redemption Price of the AMPS, 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 AMPS 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.
(b) If:
(i) any Failure to Deposit shall have occurred
with respect to AMPS 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
(ii) any Failure to Deposit shall have occurred
with respect to AMPS 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
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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.
(c) A Failure to Deposit with respect to AMPS 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 AMPS and (ii) without duplication, the Redemption Price
for the AMPS, 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 AMPS 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 AMPS.
The Trust shall notify the Auction Agent if the Trust or any
affiliate of the Trust acquires any AMPS of any series. Neither the Trust nor
any affiliate of the Trust shall submit any Order in any Auction for AMPS,
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 AMPS 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
15
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 AMPS of any series (i) on each Dividend
Payment Date for such series, dividends on the AMPS of such series, (ii) on any
date fixed for redemption of AMPS 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 AMPS 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 AMPS 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
16
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 AMPS, 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 AMPS 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 AMPS 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 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 Trust.
17
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 AMPS pursuant to the Agreement, it shall maintain a stock or
record book containing a list of the Holders of the AMPS 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 AMPS 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:
18
(a) 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 AMPS of each
series, and the AMPS of each series when issued, will be duly authorized,
validly issued, fully paid and nonassessable;
(b) 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;
(c) the form of the certificate evidencing the AMPS of
each series complies or will comply with all applicable laws of the State of its
incorporation or organization;
(d) when issued, the AMPS 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
AMPS of each series;
(e) the execution and delivery of the Agreement and the
issuance and delivery of the AMPS 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
(f) no taxes are payable upon or in respect of the
execution of the Agreement or the issuance of the AMPS of any series.
5.2 Representations and Warranties of the Auction Agent.
The Auction Agent represents and warrants to the Trust that:
(i) 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
19
(ii) 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.
(a) 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 the Agreement.
(b) The Auction Agent undertakes to perform such duties
and only such duties as are specifically set forth in the Agreement, and no
implied covenants or obligations shall be read into the Agreement against the
Auction Agent.
(c) In the absence of bad faith or negligence on its
part, the Auction Agent shall not be liable for any action taken, suffered, or
omitted or for any error of judgment made by it in the performance of its duties
under the 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.
(a) 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.
20
(b) 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.
(c) 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.
(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 hereunder.
(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.
6.3 Compensation, Expenses and Indemnification.
(a) 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.
(b) 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.
21
(c) 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 the Agreement, the Broker-Dealer Agreements or the AMPS of any
series except that the Auction Agent hereby represents that the 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.
(a) 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.
(b) 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 AMPS 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 6.4 hereof
shall survive the termination of the Agreement with respect to any series of
AMPS. Upon termination of the Agreement with respect to any series of AMPS, 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 AMPS in
connection with its duties hereunder.
22
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:
If to the Trust, BlackRock California Municipal 2018 Term Trust
c/o BlackRock Financial Management, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Treasurer
Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
If to the Auction Agent, The Bank of New York
Corporate Trust Administration
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇-▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
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.
The 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.
23
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.
(a) The Agreement shall not be deemed or construed to be
modified, amended, rescinded, cancelled or waived, in whole or in part, except
by a written instrument signed by a duly authorized representative of the party
to be charged.
(b) Failure of either party 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.
The 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.
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 Fund's shareholders other than such
uses or disclosures as are permitted by Regulation S-P under Section 504 of the
▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇ 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
24
information that a Customer or the Transfer Agent is prohibited from using or
disclosing pursuant to Regulation S-P.
7.9 Governing Law.
The Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
BLACKROCK CALIFORNIA
MUNICIPAL 2018 TERM TRUST
----------------------------------
By: Name
Title
THE BANK OF NEW YORK
----------------------------------
By: Name
Title
25
EXHIBIT A
FORM OF
BROKER-DEALER AGREEMENT
A-1
EXHIBIT B
SETTLEMENT PROCEDURES
B-1
EXHIBIT C
BLACKROCK CALIFORNIA MUNICIPAL 2018 TERM TRUST
NOTICE OF AUCTION DATE FOR
AUCTION MARKET PREFERRED SHARES
("AMPS")
NOTICE IS HEREBY GIVEN that the Auction Date of the next Auction
for Series ___ of the Trust's AMPS is scheduled to be _______________, 20___ and
the next Dividend Payment Date for Series ___ of the Trust's AMPS will be
__________________, 20___.
[A Failure to Deposit in respect of the Series ___ AMPS 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 ____ AMPS, 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 ___ AMPS
will be delivered when such Failure to Deposit is cured and the applicable Late
Charge is paid.(1)]
BLACKROCK CALIFORNIA MUNICIPAL
2018 TERM TRUST
---------------------------------
(1) Include this language if a Failure to Deposit exists.
C-1
EXHIBIT D
BLACKROCK CALIFORNIA MUNICIPAL 2018 TERM TRUST
NOTICE OF PROPOSED CHANGE OF
LENGTH OF RATE PERIOD OF
AUCTION MARKET PREFERRED SHARES
("AMPS")
BlackRock California Municipal 2018 Term Trust (the "Trust") may
exercise its option to designate the Rate Period of its Series ____ AMPS
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 CALIFORNIA MUNICIPAL
2018 TERM TRUST
---------------------------------
Dated: __________, 2000
D-1
EXHIBIT E
BLACKROCK CALIFORNIA MUNICIPAL 2018 TERM TRUST
NOTICE OF CHANGE OF LENGTH OF RATE PERIOD
AUCTION MARKET PREFERRED SHARES
("AMPS")
NOTICE IS HEREBY GIVEN that (the "Trust") has determined to
designate the Rate Period of its Series ____ AMPS 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 ____ AMPS 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
AMPS shall not be held on such Auction Date for any reason or (b) an Auction for
AMPS 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 AMPS
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, Moody's Eligible Assets (if ▇▇▇▇▇'▇ is rating such AMPS) and S&P
Eligible Assets (if S&P is rating such AMPS) 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 Moody's Exposure Period longer than the Moody's Exposure
Period then applicable to the Trust).
E-1
BLACKROCK CALIFORNIA MUNICIPAL
2018 TERM TRUST
---------------------------------
Dated: __________, 20__
E-2
EXHIBIT F
BLACKROCK CALIFORNIA MUNICIPAL 2018 TERM TRUST
NOTICE OF DETERMINATION NOT TO CHANGE
LENGTH OF RATE PERIOD OF
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES
("AMPS")
NOTICE IS HEREBY GIVEN that BlackRock California Municipal 2018
Term Trust (the "Trust") has determined not to exercise its option to designate
a Special Rate Period of its Series ___ AMPS and the next succeeding Rate Period
of such series will be a Minimum Rate Period of ____ Rate Period Days.
BLACKROCK CALIFORNIA MUNICIPAL
2018 TERM TRUST
------------------------------
Dated: __________, 20___
F-1
EXHIBIT G
BLACKROCK CALIFORNIA MUNICIPAL 2018 TERM TRUST
NOTICE OF CURE OF FAILURE TO DEPOSIT ON
AUCTION MARKET PREFERRED SHARES
("AMPS")
NOTICE IS HEREBY GIVEN that BlackRock California Municipal 2018
Term Trust (the "Trust") has cured its Failure to Deposit and paid the
applicable Late Charge with respect to its Series ___ AMPS. The dividend rate on
the shares of Series ___ AMPS 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 CALIFORNIA MUNICIPAL
2018 TERM TRUST
------------------------------
Dated: __________, 20___
G-1
EXHIBIT H
BLACKROCK CALIFORNIA MUNICIPAL 2018 TERM TRUST
NOTICE OF CURE OF FAILURE TO DEPOSIT ON INCOME
AUCTION MARKET PREFERRED SHARES
("AMPS")
NOTICE IS HEREBY GIVEN that BlackRock California Municipal 2018
Term Trust (the "Trust") has cured its Failure to Deposit and paid the
applicable Late Charge with respect to its Series ____ AMPS. The next Auction
Date for the Series ____ AMPS is scheduled to be on _________________, 20___.
BLACKROCK CALIFORNIA MUNICIPAL
2018 TERM TRUST
------------------------------
Dated: __________, 20___
H-1
EXHIBIT I
BLACKROCK CALIFORNIA MUNICIPAL 2018 TERM TRUST
NOTICE OF
[CAPITAL GAINS] [AND] [TAXABLE ORDINARY INCOME](1)
DIVIDEND FOR
AUCTION MARKET PREFERRED SHARES
("AMPS")
NOTICE IS HEREBY GIVEN that the amount of the dividend payable on
________________, 20____ for Series ____ of the BlackRock California Municipal
2018 Term Trust's AMPS 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 CALIFORNIA
MUNICIPAL 2018 TERM 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.
I-1
(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 AMPS to be
included in such dividend, divided by the number of AMPS.
B = the maximum amount of ordinary income taxable for Federal income tax
purposes allocated to such series of AMPS to be included in such dividend,
divided by the number of shares in such series.
I-2