ROYAL BANK OF CANADA
US$3,500,000
SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES B
Principal Protected Notes due August 28, 2009
(Linked to the Dow Xxxxx Industrial AverageSM)
TERMS AGREEMENT
---------------
February 23, 2006
RBC CAPITAL MARKETS CORPORATION
0 Xxxxxxx Xxxxx
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 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 December 21, 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, the Time of Sale Information 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, the Time of Sale Information or the Shelf
Prospectus, and also a representation and warranty as of the date of this Terms
Agreement in relation to the Prospectus, the Time of Sale Information 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.
An amendment and/or 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 Schedule I hereto, the principal
amount of Purchased Securities set forth in Schedule I 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.
You also represent, and warrant to, and agree with, the Bank, that:
(a) you are actually engaged in the investment banking or securities
business;
(b) you are a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD") and you agree that in offering and selling
any Purchased Securities, you will comply with all applicable rules of the NASD,
including without limitation Rules 2720(k) and (l), 2730, 2740, 2750 and 2420 of
the NASD's Conduct Rules; and
(c) in the event this offering of Purchased Securities is terminated or
not completed under the terms of the Distribution Agreement, you will not
receive any compensation other than reimbursement of out-of-pocket accountable
expenses actually incurred pursuant to Section 7 of the Distribution Agreement.
2
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/ Xxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Chief Financial Officer
By: /s/ Xxxxx Xxxxx
-------------------------------
Name: Xxxxx Xxxxx
Title: Vice-President, Market Strategy and Execution
Accepted as of the date hereof:
RBC CAPITAL MARKETS CORPORATION
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
TERMS AGREEMENT
SCHEDULE I
TITLE OF PURCHASED SECURITIES:
Principal Protected Notes due August 28, 2009 (Linked To The Dow Xxxxx
Industrial Average(SM))
AGGREGATE PRINCIPAL AMOUNT:
US$3,500,000
PRICE TO PUBLIC:
100% of the principal amount of the Purchased Securities
PURCHASE PRICE BY AGENTS:
96.75% of the principal amount of the Purchased Securities
COMMISSION:
3.25% 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.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same-day) funds
CLOSING DATE:
10 a.m. (New York City time), February 28, 2006
CLOSING LOCATION:
Xxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
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:
August 28, 2009
I-1
INTEREST RATE:
No interest will be paid on the Purchased Securities
PRINCIPAL REPAYMENT TERMS:
The Purchased Securities at maturity pay an amount in cash based on the annual
performance of the Dow Xxxxx Industrial Average(SM) (the "Index") averaged over
the three and a half year term. The Purchased Securities offer full principal
protection and participation in any average appreciation of the Index, as
further described in the Pricing Supplement, dated February 23, 2006, to the
Prospectus. The terms of the Purchased Securities as described therein are
hereby incorporated by reference.
REDEMPTION PROVISIONS:
No provisions for redemption
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE PROVISIONS:
No defeasance provisions
DOCUMENTS TO BE DELIVERED:
The following documents 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 Capital Markets Corporation
0 Xxxxxxx Xxxxx
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
OTHER TERMS:
None
I-2
SCHEDULE II
In connection with the offering of Principal Protected Notes due August 28, 2009
(Linked To The Dow Xxxxx Industrial Average(SM)) of Royal Bank of Canada (the
"Bank"), RBC Capital Markets Corporation (the "Agent") and the Bank agree as
follows:
a. Time of Sale Information
The preliminary pricing supplements that are to be included in the Time of Sale
Information are as follows:
o Preliminary Pricing Supplement No. 5 dated February 23, 2006 (to the
Prospectus dated December 21, 2005 and the Prospectus Supplement dated
December 21, 2005)
The Free Writing Prospectuses that are to be included in the Time of Sale
Information are as follows:
o None
b. Pricing Information Provided Orally by Agents
The script to be used by the Agent to confirm sales is as follows:
o None
II-1
