ROYAL BANK OF CANADA US$8,000,000,000 SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES D EXCHANGE RATE AGENCY AGREEMENT BETWEEN ROYAL BANK OF CANADA AND RBC CAPITAL MARKETS CORPORATION JANUARY 11, 2010
Exhibit 99.3
ROYAL
BANK OF CANADA
US$8,000,000,000
SENIOR
GLOBAL MEDIUM-TERM NOTES, SERIES D
EXCHANGE
RATE AGENCY AGREEMENT
BETWEEN
ROYAL
BANK OF CANADA
AND
RBC
CAPITAL MARKETS CORPORATION
JANUARY
11, 2010
AGREEMENT
made as of January 11, 2010 between Royal Bank of Canada (the “Bank”) and RBC
Capital Markets Corporation (the “Exchange Rate Agent”, which term shall, unless
the context otherwise requires, include its successors and
assigns).
WHEREAS,
the Bank has authorized the issuance from time to time of its Global Senior
Medium-Term Notes, Series D (the “Notes”) at an aggregate initial offering price
of up to US$ 8,000,000,000, which may be denominated in U.S. dollars or in other
currencies, currency units or composite currencies (the “Foreign-Currency
Notes”); and
WHEREAS,
the Notes will be issued pursuant to the Indenture, dated as of October 23,
2003, as supplemented by the First Supplemental Indenture, dated as of
July 21, 2006 and the Second Supplemental Indenture, dated as of February
28, 2007, in each case between the Bank and The Bank of New York Mellon (as
successor to the corporate trust business of JPMorgan Chase Bank, N.A.), as
Trustee (the “Trustee”); and
WHEREAS,
unless otherwise indicated in the applicable pricing and (where relevant)
product supplement to the Prospectus and Prospectus Supplement relating to the
Notes, payments of principal of (and premium, if any) and interest on the
Foreign-Currency Notes will be made in the foreign currency, currency unit or
composite currency specified in the applicable pricing supplement (the
“Specified Currency”) from funds paid by the Bank to the applicable Trustee or
another paying agent of the Bank; provided, however, that payment
of principal of (and premium, if any) and interest on the Foreign-Currency Notes
will be made in U.S. dollars (i) in the case of a Specified Currency, at the
option of the Bank in the case of circumstances beyond the control of the Bank,
such as the imposition of exchange controls or a disruption in the currency
markets, on the basis of the most recently available noon buying rate in The
City of New York as quoted by the Federal Reserve Bank of New York for cable
transfers for such Specified Currency, or (ii) in the case of Foreign-Currency
Notes which so provide, at the option of the holder of such Foreign-Currency
Note in accordance with the procedures set forth in such Foreign-Currency
Note.
NOW,
THEREFORE, in consideration of the premises, and of the mutual covenants,
representations, warranties and agreements contained herein, the parties agree
as follows:
1.
The Bank hereby appoints RBC Capital Markets Corporation as its agent (in such
capacity, the “Exchange Rate Agent”), and the Exchange Rate Agent hereby accepts
such appointment, as the Bank’s agent for the purposes of obtaining from time to
time exchange rates and executing foreign exchange spot transactions for foreign
Specified Currencies upon the terms and subject to the conditions provided
hereinafter.
2.
Except as may otherwise be provided in the Foreign-Currency Notes with respect
to payments due on any day which is not a Business Day (as defined in Section 9
hereof), principal (and premium, if any) and interest will be payable on the
Foreign-Currency Notes on the various dates indicated therein and in the
applicable pricing and (where relevant) product supplement to the Prospectus of
the Bank, dated January 11, 2010, as supplemented by a Prospectus Supplement,
dated January 11, 2010. Each such day on which principal of (and
premium, if any) and interest on the Notes shall be payable is referred to
herein as a “Payment Date.”
3.
(a) The Bank shall notify or cause the Trustee to notify the Exchange
Rate Agent at least two Business Days prior to each Payment Date of the
aggregate amount of Specified Currency due to all holders of Foreign-Currency
Notes scheduled to receive payments in U.S. dollars on such Payment
Date. As near as practicable to 11:00 a.m., New York City time, on
the second Business Day preceding each Payment Date, the Exchange Rate Agent
will obtain the indicative bid quotation that it quotes for the aggregate amount
of Specified Currency which is to be exchanged for payment in U.S. dollars on
such Payment Date, which shall be a competitive rate in the market at that time
for such a transaction. If such bid quotation is not available, the
Exchange Rate Agent will obtain bid quotations from three, or if three are not
available, then two, leading foreign exchange banks in The City of New York
selected by the Exchange Rate Agent for such purchase and will enter into an
agreement to trade the relevant currencies (in such amounts and upon such terms
as indicated above and upon such further terms as are not inconsistent with the
above) with such foreign exchange bank as shall have submitted the highest bid.
The settlement date for the exchange of such Specified Currency for U.S. dollars
shall be the applicable Payment Date. Upon the determination of an
exchange rate as provided in this Section 3(a), the Exchange Rate Agent will as
soon as practicable notify the Bank of such exchange rate.
(b) On
or prior to 10:00 a.m., New York City time, on the Payment Date (for so long as
the Bank maintains a foreign exchange credit line evidenced by an ISDA Agreement
with the Exchange Rate Agent or, alternatively, if it should fail to maintain
such credit line, on such other date and time as may be agreed between the Bank
and the Exchange Rate Agent), the Bank shall remit to the Exchange Rate Agent
the aggregate amount of Specified Currency payable to all holders of Specified
Currency Notes scheduled to receive payments in U.S. dollars on such Payment
Date. As promptly as practicable thereafter on the Payment Date, the Exchange
Rate Agent will (i) exchange such amount of Specified Currency for U.S.
dollars and transmit the U.S. dollars received upon exchange of the Specified
Currency or (ii) if exchange bids are not available, transmit the total
amount of the Specified Currency received from the Bank, in each case to the
Bank’s paying agent, or in accordance with the instructions of such paying
agent.
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4.
The Exchange Rate Agent accepts its obligations set forth herein,
upon the terms and subject to the conditions hereof, including the following, to
all of which the Bank agrees:
(a) The
Exchange Rate Agent shall be entitled to such compensation as may be agreed in
writing with the Bank for all services rendered by the Exchange Rate Agent, and
the Bank promises to pay such compensation and to reimburse the Exchange Rate
Agent for the reasonable out-of-pocket expenses (including counsel fees and
expenses) incurred by it in connection with the services rendered by it
hereunder upon receipt of such invoices as the Bank shall reasonably
require. The Bank also agrees to indemnify the Exchange Rate Agent
for, and to hold it harmless against, any and all loss, liability, damage,
claims or expenses (including the costs and expenses of defending against any
claim of liability) incurred by the Exchange Rate Agent that arises out of or in
connection with its acting as Exchange Rate Agent hereunder, except such as may
result from the gross negligence, willful misconduct or bad faith of the
Exchange Rate Agent or any of its agents or employees. The Exchange
Rate Agent shall incur no liability and shall be indemnified and held harmless
by the Bank for, or in respect of, any actions taken, omitted to be taken or
suffered to be taken in good faith by the Exchange Rate Agent in reliance upon
(i) the written opinion of counsel satisfactory to it or (ii) written
instructions from the Bank. The Exchange Rate Agent shall not be
liable for any error resulting from the use of or reliance on a source of
information used in good faith and with due care to calculate or determine any
matter required to be calculated or determined by the Exchange Rate Agent
pursuant to the terms of the Note. The provisions of this paragraph
shall survive the termination of this Agreement.
(b) In
acting under this Agreement and in connection with the Notes, the Exchange Rate
Agent is acting solely as agent of the Bank and does not assume any obligations
to, or relationship of agency or trust for or with, any of the owners or holders
of the Notes.
(c) The
Exchange Rate Agent shall be protected and shall incur no liability for or in
respect of any action taken or omitted to be taken or anything suffered by it in
reliance upon the terms of the Notes, any notice, direction, certificate,
affidavit, statement or other paper, document or communication reasonably
believed by it to be genuine and to have been approved or signed by the proper
party or parties.
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(d) The
Exchange Rate Agent shall be obligated to perform such duties and only such
duties as are herein specifically set forth and any duties necessarily
incidental thereto, and no implied duties or obligations shall be read into this
Agreement against the Exchange Rate Agent.
(e) Unless
herein otherwise specifically provided, any order, certificate, notice, request,
direction or other communication from the Bank made or given by it under any
provision of this Agreement shall be sufficient if signed by a proper officer or
an authorized person of the Bank.
(f)
The Exchange Rate Agent may, upon obtaining the prior written consent of
the Bank, perform any duties hereunder either directly or by or through agents
or attorneys, and the Exchange Rate Agent shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with due
care by it hereunder.
(g) In
no event shall the Exchange Rate Agent be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including, but not limited
to, lost profits), even if the Exchange Rate Agent has been advised of the
likelihood of such loss or damage and regardless of the form of
action.
(h) The
Exchange Rate 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,
including without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; epidemics; riots; interruptions, loss
or malfunctions of utilities, computer (hardware or software) or communications
service; accidents; labor disputes; acts of civil or military authority or
governmental actions; it being understood that the Exchange Rate Agent shall use
its best efforts to resume performance as soon as practicable under the
circumstances.
(i) No
provision of this Agreement shall require the Exchange Rate Agent to expend,
advance or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers hereunder unless it is indemnified to its reasonable
satisfaction and the Exchange Rate Agent shall have no liability to any person
for any loss occasioned by any delay in taking or failure to take any such
action while it is awaiting an indemnity reasonably satisfactory to
it.
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5.
(a) The Exchange Rate Agent may at any time resign as Exchange Rate
Agent by giving written notice to the Bank of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided, however, that such
date shall not be earlier than 60 days after the receipt of such notice by the
Bank, unless the Bank agrees in writing to accept less notice. The
Exchange Rate Agent may be removed (with or without cause) at any time by the
filing with it of any instrument in writing signed on behalf of the Bank by a
proper officer or an authorized person thereof and specifying such removal and
the date when it is intended to become effective. Such resignation or
removal shall take effect upon the date of the appointment by the Bank, as
hereinafter provided, of a successor Exchange Rate Agent. If within
60 days after notice of resignation or removal has been given, a successor
Exchange Rate Agent has not been appointed, the Exchange Rate Agent may, at the
expense of the Bank, petition a court of competent jurisdiction to appoint a
successor Exchange Rate Agent. A successor Exchange Rate Agent shall
be appointed by the Bank by an instrument in writing signed on behalf of the
Bank by a proper officer or an authorized person thereof and the successor
Exchange Rate Agent. Upon the appointment of a successor Exchange
Rate Agent and acceptance by it of such appointment, the Exchange Rate Agent so
superseded shall cease to be such Exchange Rate Agent hereunder. Upon
its resignation or removal, the Exchange Rate Agent shall be entitled to the
payment by the Bank of its compensation, if any is owed to it, for services
rendered hereunder and to the reimbursement of all reasonable out-of-pocket
expenses incurred in connection with the services rendered by it
hereunder.
(b) Any
successor Exchange Rate Agent appointed hereunder shall execute and deliver to
its predecessor and to the Bank an instrument accepting such appointment
hereunder, and thereupon such successor Exchange Rate Agent, without any further
act, deed or conveyance, shall become vested with all the authority, rights,
powers, trusts, immunities, duties and obligations of such predecessor with like
effect as if originally named as such Exchange Rate Agent hereunder, and such
predecessor, upon payment of its charges and disbursements then unpaid, shall
thereupon become obliged to transfer and deliver, and such successor Exchange
Rate Agent shall be entitled to receive, copies of any relevant records
maintained by such predecessor Exchange Rate Agent.
(c) Any
corporation into which the Exchange Rate Agent may be merged or converted or
with which the Exchange Rate Agent may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Exchange
Rate Agent shall be a party, or any corporation succeeding to all or
substantially all of the assets and business of the Exchange Rate Agent, shall,
to the extent permitted by applicable law and provided that it shall have an
established place of business in The City of New York, be the successor Exchange
Rate Agent under this Agreement without the execution or filing of any paper or
any further act on the part of any of the parties hereto. Notice of
any such merger, conversion, consolidation or sale shall forthwith be given to
the Bank within 30 days of such merger, conversion, consolidation or
sale.
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6. Any
notice required to be given hereunder shall be delivered in person, sent by
letter or communicated by telephone (subject, in the case of communication by
telephone, to confirmation dispatched within twenty-four hours by letter), to
the following addresses (or to any other address of which any party shall have
notified the others in writing as herein provided): in the case of the Bank,
Royal Bank of Canada, 000 Xxx Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0,
telephone: (000) 000-0000, and in the case of the Exchange Rate Agent, RBC
Capital Markets Corporation, Global Equity Derivatives Administration, Xxx
Xxxxxxx Xxxxx, 000 Xxxxxxxx, Xxx Xxxx, XX, 00000-0000, facsimile: (000)
000-0000. Any notice hereunder given by telephone or letter shall be
deemed to be received when in the ordinary course of transmission or post, as
the case may be, it would be received.
7.
This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT.
8.
This Agreement may be executed by each of the
parties hereto in any number of counterparts, each of which counterparts, when
so executed and delivered, shall be deemed to be an original and all such
counterparts shall together constitute one and the same agreement.
9.
(a) As used herein, “Business Day” means, with respect to any Note
and except as otherwise may be provided therein, a day that meets all the following applicable
requirements:
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(i)
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for
all Notes, is a Monday, Tuesday, Wednesday, Thursday or Friday that is not
a day on which banking institutions generally are authorized or obligated
by law, regulation or executive order to close in New York City, Toronto
or London;
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(ii)
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if
the Note bears interest based on LIBOR, is also a London Business
Day;
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(iii)
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if
the Note has a specified currency other than U.S. dollars or euros, is
also a day on which banking institutions in the principal financial center
of the country issuing the specified currency are not authorized or
obligated generally by law, regulation or executive order to close;
and
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(iv)
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if
the Note bears interest based on EURIBOR or has a Specified Currency of
euros, or is a Note the interest rate on which is based on LIBOR for which
the Index Currency is euros, is also a Euro Business
Day.
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(b) As
used herein, “Euro Business Day” means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any
successor system, is open for business.
(c) As
used herein, “Index Currency” means, with respect to a Note which bears interest
based on LIBOR, the currency specified as such in the applicable pricing and
(where relevant) product supplement for such Note.
(d) As
used herein, “London Business Day” means any day on which dealings in the
relevant index currency are transacted in the London interbank
market.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
| ROYAL BANK OF CANADA | ||||
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By:
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/s/ Xxxxx Xxxxx | ||
| Name: Xxxxx Xxxxx | ||||
| Title: |
Senior
Vice-President and Treasurer
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By:
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/s/ Xxxxx Xxxxx | ||
| Name: Xxxxx Xxxxx | ||||
| Title: |
Vice
President, Market Strategy and
Execution,
Corporate Treasury
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|||
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RBC
CAPITAL MARKETS CORPORATION,
as
the Exchange Rate Agent
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By:
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/s/ Xxxxxx Xxxxx | ||
| Name: Xxxxxx Xxxxx | ||||
| Title: | Managing Director | |||
Exchange
Rate Agency Agreement
