US$ 8,000,000,000 SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES D CALCULATION AGENCY AGREEMENT BETWEEN ROYAL BANK OF CANADA AND RBC CAPITAL MARKETS CORPORATION JANUARY 11, 2010
Exhibit
99.2
ROYAL
BANK OF CANADA
US$
8,000,000,000
SENIOR
GLOBAL MEDIUM-TERM NOTES, SERIES D
BETWEEN
ROYAL
BANK OF CANADA
AND
RBC
CAPITAL MARKETS CORPORATION
JANUARY
11, 2010
This
Calculation Agency Agreement is entered into by and between Royal Bank of Canada
(the “Bank”) and RBC Capital Markets Corporation. The Bank proposes to issue and
sell certain of its securities designated as Senior Global Medium-Term Notes,
Series D (the “Notes”). The Notes are to be issued under 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 (together, the “Indenture”), 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”). The Notes are to be distributed pursuant to the terms of
the Distribution Agreement, dated January 11, 2010 (the “Distribution
Agreement”), among the Bank, RBC Capital Markets Corporation, Banc of America
Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Xxxxxxx,
Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx
Xxxxxxx & Co. Incorporated and UBS Financial Services Inc., relating to the
Notes. Terms used but not defined herein shall have the meanings
assigned to them in the Master Note attached as Exhibit A hereto or in the
Prospectus, dated January 11, 2010, as supplemented by the Prospectus
Supplement, dated January 11, 2010 (collectively, the
“Prospectus”).
For the
purpose of appointing an agent to perform the functions of the calculation agent
as described in the Prospectus with respect to any Note, the determination of
the principal or interest of which is linked to other securities or to
commodities or an index or indices (excluding Notes which bear interest at the
Commercial Paper Rate, U.S. Prime Rate, LIBOR, Treasury Rate, CMT Rate, CD Rate,
CMS Rate, Federal Funds Rate and EURIBOR) to be set forth in one or more pricing
supplements to the Prospectus (collectively, the “Floating Rate Indices”), the
Bank and RBC Capital Markets Corporation agree as follows:
1.
Upon the
terms and subject to the conditions contained herein, the Bank hereby appoints
RBC Capital Markets Corporation (in such capacity, the “Calculation Agent”) for
the purpose of performing the functions of the Calculation Agent with respect to
the Floating Rate Indices in the manner and at the times provided in the Notes,
the Prospectus and the applicable pricing supplement, except with respect to
Notes issued on or after the date hereof where a different calculation agent is
designated in the applicable pricing supplement.
2. The
Calculation Agent shall use due care to determine the Floating Rate Indices and
all other matters which are required to be determined or provided by the
Calculation Agent pursuant to the terms of the applicable Note and as described
in the Prospectus and applicable pricing supplement, and (i) shall
communicate the same and the relevant interest payment date to the Bank, the
Trustee and any paying agent identified to it in writing on the day of such
determination or performance and (ii) if applicable, upon the request of a
Holder of such a Note, provide the interest rate (based on the applicable
Floating Rate Indices) then in effect and, if determined, the interest rate
(based on the applicable Floating Rate Indices) that will become effective on
the next Interest Reset Date.
3. The
Calculation 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
Calculation Agent shall be entitled to such compensation as may be agreed in
writing with the Bank for all services rendered by the Calculation Agent, and
the Bank promises to pay such compensation and to reimburse the Calculation
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 Calculation 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 Calculation Agent that arises out of or in connection
with its acting as Calculation Agent hereunder, except such as may result from
the gross negligence, willful misconduct or bad faith of the Calculation Agent
or any of its agents or employees. The Calculation 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 Calculation Agent in reliance upon (i) the written
opinion of counsel satisfactory to it or (ii) written instructions from the
Bank. The Calculation 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 the interest rate or the interest amount
for each Note or in determining any other matter required to be determined by
the Calculation 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 Calculation
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
Calculation 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.
(d) The
Calculation 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 Calculation 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 Calculation 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 Calculation 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 Calculation 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 Calculation Agent has been advised of the
likelihood of such loss or damage and regardless of the form of
action.
(h) The
Calculation 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 Calculation 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 Calculation 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 Calculation 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.
4. (a) The
Calculation Agent may at any time resign as Calculation 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
Calculation 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 Calculation Agent. If within 60
days after notice of resignation or removal has been given, a successor
Calculation Agent has not been appointed, the Calculation Agent may, at the
expense of the Bank, petition a court of competent jurisdiction to appoint a
successor Calculation Agent. A successor Calculation 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
Calculation Agent. Upon the appointment of a successor Calculation
Agent and acceptance by it of such appointment, the Calculation Agent so
superseded shall cease to be such Calculation Agent hereunder. Upon
its resignation or removal, the Calculation 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 Calculation Agent appointed hereunder shall execute and deliver to its
predecessor and to the Bank an instrument accepting such appointment hereunder,
and thereupon such successor Calculation 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 Calculation 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 Calculation Agent shall be
entitled to receive, copies of any relevant records maintained by such
predecessor Calculation Agent.
(c) Any
corporation into which the Calculation Agent may be merged or converted or with
which the Calculation Agent may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Calculation Agent
shall be a party, or any corporation succeeding to all or substantially all of
the assets and business of the Calculation 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 Calculation 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.
5. 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 Calculation 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.
6. 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.
7. 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.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date first above written.
| ROYAL BANK OF CANADA | ||||
|
|
By:
|
/s/ Xxxxx Xxxxx | ||
| Name: Xxxxx Xxxxx | ||||
| Title: |
Senior
Vice-President and
Treasurer
|
|||
|
|
By:
|
/s/ Xxxxx Xxxxx | ||
| Name: Xxxxx Xxxxx | ||||
| Title: |
Vice
President, Market Strategy
and
Execution, Corporate Treasury
|
|||
|
RBC
CAPITAL MARKETS
CORPORATION
as Calculation Agent
|
||||
|
|
By:
|
/s/ Xxxxxx Xxxxx | ||
| Name: Xxxxxx Xxxxx | ||||
| Title: | Managing Director | |||
