ROYAL BANK OF CANADA
US$6,000,000,000
SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES B
EXCHANGE RATE AGENCY AGREEMENT
BETWEEN
ROYAL BANK OF CANADA
AND
JPMORGAN CHASE BANK, N.A.
DECEMBER 21, 2005
AGREEMENT made as of December 21, 2005 between Royal Bank of Canada
(the "Bank") and JPMorgan Chase Bank, N.A. (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 B (the "Notes") at an aggregate initial
offering price of up to US$6,000,000,000, 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, between the Bank and JPMorgan Chase Bank, N.A. (as
successor to JPMorgan Chase Bank), as Trustee (the "Trustee"); and
WHEREAS, unless otherwise indicated in the applicable pricing
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 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 JPMorgan Chase Bank, N.A. 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 supplement to the Prospectus of the Bank, dated
December 21, 2005 as supplemented by a Prospectus Supplement dated December 21,
2005. 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 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
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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.
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 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.(i)
(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.
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 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
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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.
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,
JPMorgan Chase Bank, N.A., 0 Xxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, telephone: (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.
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) 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;
(ii) if the Note bears interest based on LIBOR, is also a
London Business Day;
(iii) 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
(iv) 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.
(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 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
By: /s/ XXX XXXXXX-SHEE
----------------------------------
Name: Xxx Xxxxxx-Shee
Title: Executive Vice-President,
Corporate Treasury and Treasurer
By: /s/ XXXXX XXXXX
-----------------------------------
Name: Xxxxx Xxxxx
Title: Vice-President, Market
Strategy and Execution
JPMORGAN CHASE BANK, N.A.,
as the Exchange Rate Agent
By: /s/ XXXXXX X. XXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
