THE BANK OF NOVA SCOTIA TERMS AGREEMENT $5,000,000 Capped Fixed-to-Floating Rate Notes, Series A due July 31, 2017 CUSIP 064159AX4
Exhibit 99.2
THE BANK OF NOVA SCOTIA
$5,000,000
$5,000,000 Capped Fixed-to-Floating Rate Notes, Series A due July 31, 2017
CUSIP 000000XX0
July 25, 0000
XXXXXX XXXXXXX (XXX) INC.
Xxx Xxxxxxx Xxxxx
000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The Bank of Nova Scotia, a Canadian chartered bank (the “Bank”), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement, dated February 29, 2012 (the “Distribution Agreement”), between the Bank on the one hand and Scotia Capital (USA) Inc. 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 you, as agent 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 OSC pursuant to Ontario 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 the 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.
[Remainder of Page Intentionally Left Blank]
If the foregoing is in accordance with your understanding, please sign and return to us 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,
| THE BANK OF NOVA SCOTIA | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: Xxxx Xxxxxxxx | ||
| Title: Managing Director, Alternate Funding | ||
Accepted as of the date hereof:
| SCOTIA CAPITAL (USA) INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Managing Director | ||
SCHEDULE I TO TERMS AGREEMENT
Terms Agreement between Scotia Capital (USA) Inc. (“SCUSA”) and The Bank of Nova Scotia (the “Bank”) in Respect of Time of Sale Information for the Offering of $5,000,000 Capped Fixed-to-Floating Rate Notes, Series A due July 31, 2017
TITLE OF PURCHASED SECURITIES:
$5,000,000 Capped Fixed-to-Floating Rate Notes, Series A due July 31, 2017
AGGREGATE PRINCIPAL AMOUNT:
$5,000,000
PRICE TO PUBLIC:
100% of the principal amount of the Purchased Securities, without accrued interest
PURCHASE PRICE BY UNDERWRITERS:
99.00% of the principal amount of the Purchased Securities, without accrued interest.
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:
9:00 a.m. (New York City time), July 30, 2012
INDENTURE:
Indenture dated as of January 22, 2010, between the Bank and Computershare Trust Company, N.A., as U.S. Trustee, and Computershare Trust Company of Canada, as Canadian Trustee
MATURITY DATE:
July 31, 2017, subject to adjustment as described in more detail in the product prospectus supplement dated February 29, 2012
2
INTEREST RATE:
See the final Pricing Supplement in respect of the Purchased Securities dated July 25, 2012 and filed with the U.S. Securities and Exchange Commission (the “Filed Final Pricing Supplement”) at “Summary—Interest Rate”
INTEREST PAYMENT DATES:
See Filed Final Pricing Supplement at “Summary—Interest Payment Dates”
REDEMPTION PROVISIONS:
See Filed Final Pricing Supplement at “Tax Redemption”
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE PROVISIONS:
None
CLOSING LOCATION FOR DELIVERY OF PURCHASED SECURITIES:
The Bank of Nova Scotia, New York Agency
Xxx Xxxxxxx Xxxxx
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
DOCUMENTS TO BE DELIVERED:
The following documents referred to in the Distribution Agreement shall be delivered as a condition to the Closing:
None
ADDITIONAL CLOSING CONDITIONS:
None
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Scotia Capital (USA) Inc.
3
Address for Notices, etc.:
Xxx Xxxxxxx Xxxxx
000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
OTHER TERMS:
If this Agreement shall be terminated by SCUSA because of any failure or refusal on the part of the Bank to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Bank shall be unable to perform its obligations under this Agreement, the Bank will reimburse SCUSA for all out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by SCUSA in connection with this Agreement or the offering contemplated hereunder.
4
SCHEDULE II TO TERMS AGREEMENT
Terms Agreement between Scotia Capital (USA) Inc. (“SCUSA”) and The Bank of Nova Scotia (the “Bank”) in Respect of Time of Sale Information for the Offering of $5,000,000 Capped Fixed-to-Floating Rate Notes, Series A due July 31, 2017
In connection with the offering of $5,000,000 Capped Fixed-to-Floating Rate Notes, Series A due July 31, 2017 (CUSIP 000000XX0) of the Bank, SCUSA 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:
Preliminary Pricing Supplement dated July 25, 2012:
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/0000/000000000000000000/x000000xxxxxx.xxx
The Free Writing Prospectuses that are to be included in the Time of Sale Information are as follows:
None
| b. | Pricing Information Provided Orally by Scotia Capital (USA) Inc. |
The script to be used by SCUSA to confirm sales is as follows:
Not applicable
