ROYAL BANK OF CANADA
U.S. $1,000,000
SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES A
(Redeemable Fixed Rate Notes, due 2017)
TERMS AGREEMENT
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May 6, 2005
RBC XXXX XXXXXXXX INC.
00 Xxxxx 0xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Ladies and Gentlemen:
Royal Bank of Canada, a Canadian chartered Bank (the "Bank"), proposes,
subject to the terms and conditions stated herein and in the Distribution
Agreement, dated January 26, 2005 (the "Distribution Agreement"), between the
Bank on the one hand and RBC Capital Markets Corporation, RBC Xxxx Xxxxxxxx Inc.
and any other party acting as Agent thereunder on the other, to issue and sell
to you the securities specified in the Schedule hereto (the "Purchased
Securities"). Each of the provisions of the Distribution Agreement not
specifically related to the solicitation by the Agents, as agents of the Bank,
of offers to purchase Securities is incorporated herein by reference in its
entirety, and shall be deemed to be part of this Terms Agreement to the same
extent as if such provisions had been set forth in full herein. Nothing
contained herein or in the Distribution Agreement shall make any party hereto an
agent of the Bank or make such party subject to the provisions therein relating
to the solicitation of offers to purchase Securities from the Bank, solely by
virtue of its execution of this Terms Agreement. Each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Terms Agreement, except that each representation and warranty that
refers to the Prospectus or the Shelf Prospectus (as therein defined) in Section
1 of the Distribution Agreement shall be deemed to be a representation or
warranty as of the date of the Distribution Agreement in relation to the
Prospectus or the Shelf Prospectus, and also a representation and warranty as of
the date of this Terms Agreement in relation to the Prospectus or the Shelf
Prospectus, as the case may be, each as amended or supplemented to the date
hereof and each as amended or supplemented relating to the Purchased Securities
that are the subject of this Terms Agreement. Unless otherwise defined herein,
terms defined in the Distribution Agreement are used herein as therein defined.
A supplement to each of the Prospectus and the Shelf Prospectus, each in
the form heretofore delivered to you is now proposed to be filed with the
Commission
pursuant to General Instruction II.K., in the case of the Prospectus, and with
the AMF pursuant to Quebec Securities Laws, in the case of the Shelf Prospectus.
Subject to the terms and conditions set forth herein and in the
Distribution Agreement incorporated herein by reference, the Bank agrees to
issue and sell to you, and you agree to purchase from the Bank at the time and
place and at the purchase price set forth in the Schedule hereto, the principal
amount of Purchased Securities set forth in the Schedule hereto. You further
agree that any Purchased Securities offered and sold by you to initial
purchasers will be offered and sold at the price to public, and in accordance
with the provisions relating to commissions and fees, if any, set forth in the
Schedule hereto, unless you and the Bank otherwise agree.
If the foregoing is in accordance with your understanding, please sign and
return to us two counterparts hereof, and upon acceptance hereof by you, this
letter and such acceptance hereof, including the provisions of the Distribution
Agreement incorporated herein by reference, shall constitute a binding agreement
between you and the Bank.
Very truly yours,
ROYAL BANK OF CANADA
By: /s/ Xxx Xxxxxx-Shee
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Name: Xxx Xxxxxx-Shee
Title: Executive Vice-President,
Corporate Treasury and Treasurer
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice-President, Market Strategy
and Execution
Accepted as of the date hereof:
RBC XXXX XXXXXXXX INC.
By: /s/ Xxxx Xxxx
--------------------------------
Name: Xxxx Xxxx
Title: Managing Director
SCHEDULE TO TERMS AGREEMENT
TITLE OF PURCHASED SECURITIES:
Senior Global Medium-Term Notes, Series A (Redeemable Fixed Rate Notes, due
2017)
AGGREGATE PRINCIPAL AMOUNT:
US$1,000,000
PRICE TO PUBLIC:
The original public offering price for the Notes purchased will be 100.00% of
the principal amount.
PURCHASE PRICE BY AGENTS:
Net of commission payable by the Bank, 98.5% of the principal amount of the
Purchased Securities, plus accrued interest, if any
COMMISSION:
1.5% of the principal amount of the Purchased Securities
FORM OF PURCHASED SECURITIES:
Book-entry only form represented by one or more global securities deposited with
The Depository Trust Company ("DTC") or its designated custodian, to be made
available for checking by the Representatives at least twenty-four hours prior
to the Closing Date at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same-day) funds
CLOSING DATE:
10:00 a.m. (New York City time), May 11, 2005
CLOSING LOCATION:
RBC Capital Market Corporation
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
INDENTURE:
Indenture dated as of October 23, 2003, between the Bank and JPMorgan Chase
Bank, N.A., as Trustee.
MATURITY DATE:
May 11, 2017
INTEREST RATE:
The interest rate on the Purchased Securities will be equal to 5.05% per
annum from and including May 11, 2005 up to but excluding May 11, 2017.
INTEREST PAYMENT DATES:
Each April 1 and October 1 in arrears, commencing October 1, 2005
REDEMPTION PROVISIONS:
The Bank may at its option elect to redeem the Purchased Securities in whole on
April 1, 2007 or on any Interest Payment Date thereafter (each such date, an
"Optional Redemption Date) at 100% of their principal amount plus accrued
interest to but excluding the date of redemption. In the event the Bank elects
to redeem the Purchased Securities, notice will be given to registered holders
not more than 60 nor less than 30 days prior to the Optional Redemption Date.
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE PROVISIONS:
No defeasance provisions
SURVIVOR'S OPTION:
The holders of the Purchased Securities will have the right to require repayment
prior to the maturity date upon the death of the beneficial owner as described
below.
Upon exercise of the survivor's option, the Bank will, at its option, either
repay or purchase any Purchased Security properly delivered for repayment by or
on behalf of the person that has authority to act on behalf of the deceased
beneficial owner of the Purchased Security at a price equal to the sum of:
o 100% of the principal amount of such Purchased Security, and
o accrued and unpaid interest, if any, to the date of such repayment,
subject to the following limitations.
The survivor's option may not be exercised until at least six months following
the date of purchase by the deceased beneficial owner. In addition, the
aggregate principal amount of Purchased Securities as to which the survivor's
option may be exercised is limited as follows:
o In any calendar year, to the greater of 1% of the outstanding
aggregate principal amount of the Purchased Securities as of December
31 of the most recently completed year or $1,000,000 (the "Annual Put
Limitation").
o For any individual deceased beneficial owner of Purchased Securities,
to $200,000 for any calendar year (the "Individual Put Limitation").
The Bank will not make principal repayments pursuant to the exercise of the
survivor's option in amounts that are less than $1,000. If the limitations
described above would result in the partial repayment of any Purchased Security,
the principal amount of the Purchased Security remaining outstanding after
repayment must be at least $1,000.
DOCUMENTS TO BE DELIVERED:
The following document referred to in the Distribution Agreement shall be
delivered as a condition to the Closing:
The officers' certificate referred to in Section 5(l)
NAME AND ADDRESS OF AGENT:
RBC Xxxx Xxxxxxxx Inc.
00 Xxxxx 0xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
OTHER TERMS:
None