BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST
AMENDMENT TO
STATEMENT OF PREFERENCES OF
VARIABLE RATE MUNI TERM PREFERRED SHARES (VMTP SHARES) DATED MARCH 21, 2012
(THE STATEMENT OF PREFERENCES)
The undersigned officer of BlackRock California Municipal Income Trust (the Trust), a Delaware statutory trust, hereby certifies as follows:
1. The Board of Trustees of the Trust (with the consent of the Holders (as defined in the Statement of Preferences) of the VMTP Shares required under Section 5 of the Statement of Preferences) has adopted resolutions to amend the Statement of Preferences as follows: (a). The Statement of Preferences of the Trust is hereby amended by deleting subsection (e) of the definition of Increased Rate Event in its entirety and replacing it with the following definition as of April 3, 2020: (e) failure by the Trust on the last day of an applicable Effective Leverage Ratio Cure Period to have an Effective Leverage Ratio of not greater than 45%, except that for the period from and including April 3, 2020 and through and including June 1, 2020, failure by the Trust on the last day of an applicable Effective Leverage Ratio Cure Period to have an Effective Leverage Ratio of not greater than 50%. This Increased Rate Event shall be considered cured on the date the Trust next has an Effective Leverage Ratio of not greater than 45% or 50%, as applicable; (b). The Statement of Preferences of the Trust is hereby amended by deleting Section 6(b) in its entirety and replacing it with the following as of April 3, 2020: Effective Leverage Ratio. The Trust shall maintain an Effective Leverage Ratio of not greater than 45% (other than solely by reason of fluctuations in the market value of its portfolio securities), except that for the period from and including April 3, 2020 and through and including June 1, 2020, the Trust shall maintain an Effective Leverage Ratio of not greater than 50% (other than solely by reason of fluctuations in the market value of its portfolio securities). In the event that the Trusts Effective Leverage Ratio exceeds 45% or 50%, as applicable (whether by reason of fluctuations in the market value of its portfolio securities or otherwise), the Trust shall cause the Effective Leverage Ratio to be 45% or lower or 50% or lower, as applicable, within ten (10) Business Days (Effective Leverage Ratio Cure Period).
2 | . | Except as amended hereby, the Statement of Preferences remains in full force and |
effect. | ||
3 | . | An original copy of this amendment shall be lodged with the records of the Trust |
and filed in such places as the Trustees deem appropriate.
[Signature Page Follows]
IN WITNESS WHEREOF, BlackRock California Municipal Income Trust has caused these presents to be signed as of April 2, 2020 in its name and on its behalf by its Vice President and attested by its Secretary. Said officers of the Trust have executed this amendment as officers and not individually, and the obligations and rights set forth in this amendment are not binding upon any such officers, or the trustees or shareholders of the Trust, individually, but are binding only upon the assets and property of the Trust.
BLACKROCK CALIFORNIA
MUNICIPAL INCOME TRUST
By: /s/ Jonathan Diorio
Name: Jonathan Diorio
Title: Vice President
ATTEST: |
/s/ Janey Ahn |
Name: Title: |
Janey Ahn Secretary |
[Signature Page BFZ Amendment to Statement of Preferences]
BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST
AMENDMENT TO
STATEMENT OF PREFERENCES OF
VARIABLE RATE MUNI TERM PREFERRED SHARES (VMTP SHARES) DATED MARCH 21, 2012
(THE STATEMENT OF PREFERENCES)
The undersigned officer of BlackRock California Municipal Income Trust (the Trust), a Delaware statutory trust, hereby certifies as follows:
1. The Board of Trustees of the Trust (with the consent of the Total Holders (as defined in the Statement of Preferences) of the VMTP Shares required under Section 5 of the Statement of Preferences) has adopted resolutions to amend the Statement of Preferences as follows: (a). The Statement of Preferences of the Trust is hereby amended by deleting the definition of Ratings Spread in the Statement of Preferences in its entirety and replacing it with the following definition as of September 30, 2019: Ratings Spread means, with respect to any Rate Period for any Series of VMTP
Shares, the percentage per annum set forth opposite the highest applicable credit rating assigned to such Series, unless the lowest applicable credit rating is at or below A1/A+, in which case it shall mean the percentage per annum set forth opposite the lowest applicable credit rating assigned to such Series, by either Moodys (if Moodys is then rating the VMTP Shares at the request of the Trust), Fitch (if Fitch is then rating the VMTP Shares at the request of the Trust) or Other Rating Agency (if Other Rating Agency is then rating the VMTP Shares at the request of the Trust) in the table below on the Rate Determination Date for such Rate Period:
Moodys/Fitch* | Percentage | |
Aa2/AA to Aaa/AAA | 0.75 | % |
Aa3/AA- | 0.95 | % |
A3/A- to A1/A+ | 1.60 | % |
Baa3/BBB- to Baa1/BBB+ | 2.35 | % |
Non-investment grade or NR | 3.35 | % |
* And/or the equivalent ratings of an Other Rating Agency then rating the VMTP Shares at the request of the Trust.
(b). The Statement of Preferences of the Trust is hereby amended by deleting the definition of Redemption Premium in its entirety as of September 30, 2019.
(c). The Statement of Preferences of the Trust is hereby amended by deleting the definition of Redemption Price in its entirety and replacing it with the following definition as of September 30, 2019:
Redemption Price means the sum of (i) the Liquidation Preference and (ii) accumulated but unpaid dividends thereon (whether or not declared) to, but not including, the date fixed for redemption.
(d). The Statement of Preferences of the Trust is hereby amended by deleting Section
5(c) in its entirety and replacing it with the following as of September 30, 2019: Notwithstanding Sections 5(a) and 5(b) of this Statement of Preferences, except as may be otherwise expressly provided by Sections 5(f), 5(g) or 5(h) of this Statement of Preferences or as otherwise required by Applicable Law, the provisions of this Statement of Preferences set forth under (x) the caption Designation (but only with respect to any VMTP Shares already issued and Outstanding), (y) Sections 1(a) (but only with respect to any VMTP Shares already issued and Outstanding), 2(a), 2(b), 2(c), 2(d), 2(e)(i), 2(e)(ii), 2(k), 3(b), 8, 10(a)(i), 10(b)(i), 10(h), 11(a), 11(b) or 11(c) of this Statement of Preferences and (z) the definitions Additional Amount, Applicable Base Rate, Applicable Rate, Dividend Payment Date, Dividend Period, Effective Leverage Ratio, Failure to Deposit, Gross-up Payment, Liquidation Preference, Maximum Rate, Outstanding, Rate Determination Date, Ratings Spread, Redemption Price, Subsequent Rate Period or Term Redemption Date (i) (A) may be amended so as to adversely affect the amount, timing, priority or taxability of any dividend, redemption or other payment or distribution due to the Holders or (B) may amend the definition of Effective Leverage Ratio or the calculation thereof, in each case, only upon the affirmative vote or written consent of (1) a majority of the Board of Trustees and (2) the Total Holders and (ii) may be otherwise amended upon the affirmative vote or written consent of (1) a majority of the Board of Trustees and (2) the holders of 66 2/3% of the Outstanding VMTP Shares.
(e). The Statement of Preferences of the Trust is hereby amended by deleting Section 10(a)(iii) in its entirety and replacing it with the following as of September 30, 2019: The Trust may not on any date send a Notice of Redemption pursuant to paragraph (c) of this Section 10 in respect of a redemption contemplated to be effected pursuant to this paragraph (a) unless on such date (A) the Trust has available Deposit Securities with maturity or tender dates not later than the day preceding the applicable Redemption Date and having a Market Value not less than the amount due to Holders of VMTP Shares by reason of the redemption of such VMTP Shares on such Redemption Date and (B) the Discounted Value of Moodys Eligible Assets (if Moodys is then rating the VMTP
Shares at the request of the Trust), the Discounted Value of Fitch Eligible Assets (if Fitch is then rating the VMTP Shares at the request of the Trust) and the Discounted Value of Other Rating Agency Eligible Assets (if any Other Rating Agency is then rating the VMTP Shares at the request of the Trust) each at least equals the Basic Maintenance Amount, and would at least equal the Basic Maintenance Amount immediately subsequent to such redemption if such redemption were to occur on such date. For purposes of determining in clause (B) of the preceding sentence whether the Discounted Value of Moodys Eligible Assets at least equals the Basic Maintenance Amount, the Moodys Discount Factors applicable to Moodys Eligible Assets shall be determined by reference to the first Exposure Period (as defined in the Moodys Guidelines) longer than
the Exposure Period then applicable to the Trust, as described in the definition of Moodys Discount Factor herein.
2 | . | Except as amended hereby, the Statement of Preferences remains in full force and |
effect. | ||
3 | . | An original copy of this amendment shall be lodged with the records of the Trust |
and filed in such places as the Trustees deem appropriate.
[Signature Page Follows]
IN WITNESS WHEREOF, BlackRock California Municipal Income Trust has caused these presents to be signed as of September 26, 2019 in its name and on its behalf by its Vice President and attested by its Secretary. Said officers of the Trust have executed this amendment as officers and not individually, and the obligations and rights set forth in this amendment are not binding upon any such officers, or the trustees or shareholders of the Trust, individually, but are binding only upon the assets and property of the Trust.
BLACKROCK CALIFORNIA
MUNICIPAL INCOME TRUST
By: /s/ Jonathan Diorio
Name: Jonathan Diorio
Title: Vice President
ATTEST: |
/s/ Janey Ahn |
Name: Title: |
Janey Ahn Secretary |