UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2014

Commission File Nos.:

002-09048

 

333-188984-01

 

 

THE BANK OF NOVA SCOTIA

SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP

(Translation of Registrant’s name into English)

40 King Street, West
64th Floor
Toronto, Ontario
Canada M5H 1H1
Attention: Executive Vice-President
and Group Treasurer

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ¨ Form 40-F þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

THIS REPORT ON FORM 6-K AND THE EXHIBITS HERETO SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE AS EXHIBITS TO THE BANK OF NOVA SCOTIA’S AND SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-188984) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

 

 
 

Exhibits are filed herewith in connection with the The Bank of Nova Scotia (the “Bank”) and Scotiabank Covered Bond Guarantor Limited Partnership (the “Guarantor LP” and together with the Bank, the “Registrants”) U.S.$15,000,000,000 global covered bond program (the “Program”) shelf registration statement on Form F-3 (File No. 333-188984).

On March 25, 2013, the Bank was accepted as a registered issuer and on July 22, 2013 the Program was registered as a registered program under Part I.1 of the National Housing Act (Canada) (the “NHA”) and the Canadian Registered Covered Bond Programs Guide (the “Guide”) by Canada Mortgage and Housing Corporation (“CMHC”) in accordance with their terms. The exhibits filed herewith are Exhibit 4.1, an amending agreement to the amended and restated trust deed dated August 15, 2014 (“A&R Trust Deed Amendment”), which further amends the amended and restated trust deed dated January 22, 2014 (“A&R Trust Deed”); Exhibit 4.2, an amending agreement to the amended and restated master definitions and construction agreement dated August 15, 2014 (“A&R MDCA Amendment”), which further amends the amended and restated master definitions and construction agreement dated September 24, 2013, as amended by the amending agreement to the master definitions and construction agreement dated July 22, 2014 (“A&R MDCA”); and Exhibit 4.3, an amended interest rate swap confirmation dated August 15, 2014 (“Amended Interest Rate Swap Confirmation”), which supersedes and replaces in its entirety the interest rate swap confirmation dated July 29, 2013 (“Interest Rate Swap Confirmation”). The A&R Trust Deed, the A&R MDCA, and the Interest Rate Swap Confirmation were previously filed with the Commission.

The A&R Trust Deed has been revised by the A&R Trust Deed Amendment, the A&R MDCA has been revised by the A&R MDCA Amendment, and the Interest Rate Swap Confirmation has been superceded and replaced in its entirety by the Amended Interest Rate Swap Confirmation to provide for program updates.

Exhibit Number Description of Exhibit
4.1 — Amending Agreement to Trust Deed, dated as of August 15, 2014, by and among the Bank, Guarantor LP and Computershare Trust Company of Canada.
4.2 — Amending Agreement to Master Definitions and Construction Agreement, dated as of August 15, 2014, by and among the Bank; The Bank of Nova Scotia, London Branch; The Bank of Nova Scotia – New York Agency; the Guarantor LP; Scotiabank Covered Bond GP Inc.; Computershare Trust Company of Canada; 8429057 Canada Inc.; and KPMG LLP.
4.3 — Amended Interest Rate Swap Confirmation, dated as of August 15, 2014, by and among the Bank and the Guarantor LP.
 
 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

 

THE BANK OF NOVA SCOTIA

By:/s/ Ian Berry
Name: Ian Berry
Title: Managing Director & Head, Funding
 

SCOTIABANK COVERED BOND GP INC., in its capacity as managing general partner of SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP

By:/s/ Christy Bunker
Name: Christy Bunker
Title: Vice President

Date: August 20, 2014

 

 

Exhibit 4.1

AMENDING AGREEMENT TO
TRUST DEED

THIS AMENDING AGREEMENT TO TRUST DEED (this “Agreement”) is made as of the 15th day of August, 2014.

BETWEEN:

a)THE BANK OF NOVA SCOTIA, a bank named in Schedule I to the Bank Act, whose executive office is at Scotia Plaza, 44 King Street West, Toronto, Ontario, M5H 1H1, in its capacity as the Issuer;
b)SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of Ontario, whose registered office is at 100 King Street West, Suite 6100, 1 First Canadian Place, Toronto, Ontario, M5X 1B8, by its managing general partner, Scotiabank Covered Bond GP Inc. (in its capacity as the Guarantor); and
c)COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada, whose registered office is at 100 University Avenue, 11th Floor, North Tower, Toronto, Ontario M5J 2Y1, in its capacity as Bond Trustee.

WHEREAS the parties hereto entered into an amended and restated trust deed made as of January 22, 2014 (the “Trust Deed”);

AND WHEREAS the parties hereto have agreed to amend the Trust Deed pursuant to the terms of this Agreement;

NOW THEREFORE IT IS HEREBY AGREED that in consideration of the mutual covenants and agreements herein set forth, the parties agree as follows:

Article 1 – Amendments

1.01Amendments

(1) Any and all references to the defined terms “Bearer Covered Bond(s)”, “Bearer Definitive Covered Bond(s)”, “Bearer Global Covered Bond(s)”, “Coupon(s)”, “Couponholder(s)”, “Talon(s)” as well as any and all references to the Covered Bonds being “in bearer form” contained in Part I of Schedule 1 of the Trust Deed are not applicable to U.S. Registered Covered Bonds.

(2) The text of each of Conditions 4.2, 4.3, 4.4, 4.5, 5.2, 5.3, 5.8, 5.9 and 12 contained in Part I of Schedule 1 of the Trust Deed is hereby deleted in its entirety and replaced with “[Reserved]”.

(3) The text of Condition 4.1 contained in Part I of Schedule 1 of the Trust Deed is hereby deleted in its entirety and replaced with the following:

“Each Fixed Rate Covered Bond bears interest on its Principal Amount Outstanding from (and including) the Interest Commencement Date at the rate(s) per annum equal

 
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to the Rate(s) of Interest. Interest will be payable, subject as provided in these Terms and Conditions, in arrears on the Interest Payment Date(s) in each year up to (and including) the Final Maturity Date.

 

If the Covered Bonds are in definitive form, except as provided in the applicable Final Terms Document, the amount of interest payable on each Interest Payment Date in respect of the Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms Document, amount to the Broken Amount so specified.

 

Except in the case of Covered Bonds in definitive form where a Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms Document, interest will be calculated in respect of any period by applying the Rate of Interest to (i) in the case of Fixed Rate Covered Bonds which are represented by a Global Covered Bond, the aggregate outstanding nominal amount of the Fixed Rate Covered Bonds represented by such Global Covered Bond, or (ii) in the case of Fixed Rate Covered Bonds in definitive form, the Calculation Amount; and in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Covered Bond in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect of such Fixed Rate Covered Bond will be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Specified Denomination without any further rounding.

 

The applicable Final Terms Document may provide that if the payment of the Final Redemption Amount of a Series of Fixed Rate Covered Bonds on its Final Maturity Date is deferred until the applicable Extended Due for Payment Date in accordance with the Terms and Conditions, interest will accrue and be payable on the unpaid portion of the Final Redemption Amount up to the Extended Due for Payment Date at the Rate of Interest specified in the applicable Final Terms Document which may provide that such Series of Fixed Rate Covered Bonds will continue to bear interest at a Fixed Rate or at a Floating Rate despite the fact that interest accrued and was payable on such Covered Bonds prior to the Final Maturity Date at a Fixed Rate.

 

“30/360”, “360/360” or “Bond Basis” means as defined in Day Count Fraction.

 

“Actual/360” means as defined in Day Count Fraction.

 

“Day Count Fraction” means, in respect of the calculation of an amount of interest for any Interest Period:

 

(i)if “Actual/360” is specified in the applicable Final Terms Document, the actual number of days in the Interest Period divided by 360;
 
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(ii)if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms Document, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
    [360 x (Y2 –Y1)] + [30 x (M2 – M1)] +
Day Count Fraction = D2 – D1
    360

where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;

 

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Interest Period falls;

 

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

 

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest Period falls;

 

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

 

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; or

 

(iii)such other Day Count Fraction as may be specified in the applicable Final Terms Document.

“Interest Payment Date” means, in respect of Fixed Rate Covered Bonds, as provided in the second paragraph of Condition 4.7 and, in respect of Floating Rate Covered Bonds, as provided under the heading “U.S. Registered Covered Bonds that are Floating Rate Covered Bonds – Interest Payment Dates” in Condition 4.7.

 

“Principal Amount Outstanding” means, in respect of a Covered Bond, on any day, the principal amount of that Covered Bond on the relevant Issue Date thereof less principal amounts received by the relevant Covered Bondholder in respect thereof on or prior to that day.

 

“sub-unit” means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, €0.01.”

 

 
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(4) The first line under the heading “U.S. Registered Covered Bonds that are Floating Rate Covered Bonds – Special Rate Calculation Terms” in Condition 4.7 contained in Part I of Schedule 1 of the Trust Deed is hereby deleted in entirety and replaced with the following:

“For the purposes of this Condition 4.7:”.

(5) The definition of “Interest Period” under the heading “U.S. Registered Covered Bonds that are Floating Rate Covered Bonds – Special Rate Calculation Terms” in Condition 4.7 contained in Part I of Schedule 1 of the Trust Deed is hereby deleted in its entirety and replaced with the following:

““Interest Period” has the meaning given to such term in Condition 4.6.”

(6) The text of paragraph 2 (including sub-paragraphs (a), (b) and (c)) in Condition 5.5 contained in Part I of Schedule 1 of the Trust Deed is hereby deleted in its entirety.

(7) The text of paragraph (a) in Condition 6.10 contained in Part I of Schedule 1 of the Trust Deed is hereby deleted in its entirely and replaced with the following:

“(a) in the case of a Covered Bond other than a Zero Coupon Covered Bond, at the rate determined in accordance with Condition 4.1; and”.

Article 2– miscellaneous

2.01Further Assurances

Each of the parties hereto will from time to time execute and deliver all such further documents and instruments and do all acts and things as any of the other parties may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

2.02Other Amendments

Except as expressly amended, modified and supplemented hereby, the provisions of the Trust Deed are and shall remain in full force and effect and shall be read with this Agreement, mutatis mutandis. Where the terms of this Agreement are inconsistent with the terms of the Trust Deed (prior to its amendment hereby), the terms of this Agreement shall govern to the extent of such inconsistency.

2.03Governing Law

This Agreement is governed by and will be construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein.

2.04Interpretation

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Trust Deed (prior to its amendment hereby).

 
 

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first before written.

  THE BANK OF NOVA SCOTIA, in its capacity as Issuer
   
  By: /s/ Ian Berry
   

Name: Ian Berry
Title: Managing Director & Head, Funding

 

 

  SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP by its managing general partner SCOTIABANK COVERED BOND GP INC.
   
  By: /s/ Christy Bunker
    Name:  Christy Bunker
Title: Vice-President

 

  COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as Bond Trustee
   
  By: /s/ Sean Pigott
    Name: Sean Pigott
Title: Corporate Trust Officer
   
  By: /s/ Ann Samuel
    Name: Ann Samuel
Title: Associate Trust Officer

 

 

 

Exhibit 4.2

AMENDING AGREEMENT TO
MASTER DEFINITIONS AND CONSTRUCTION AGREEMENT

THIS AMENDING AGREEMENT TO MASTER DEFINITIONS AND CONSTRUCTION AGREEMENT (this “Agreement”) is made as of the 15th day of August, 2014.

BETWEEN:

a)THE BANK OF NOVA SCOTIA, a bank named in Schedule I to the Bank Act, whose executive office is at Scotia Plaza, 44 King Street West, Toronto, Ontario, M5H 1H1, in its capacity as the Issuer, the Seller, the Servicer, the Cash Manager, the Account Bank, the GDA Provider, the Intercompany Loan Provider, the Interest Rate Swap Provider and the Covered Bond Swap Provider;
b)THE BANK OF NOVA SCOTIA, LONDON BRANCH, acting through its office at 201 Bishopsgate, London EC2M 3NS, in its capacity as the Principal Paying Agent, a Registrar and a Transfer Agent;
c)THE BANK OF NOVA SCOTIA - NEW YORK AGENCY, acting through its office at 250 Vesey Street, New York, NY 10281, in its capacity as a Paying Agent, a Registrar, a Transfer Agent and the Exchange Agent;
d)SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of Ontario, whose registered office is at 100 King Street West, Suite 6100, 1 First Canadian Place, Toronto, Ontario, M5X 1B8, by its managing general partner, Scotiabank Covered Bond GP Inc. (in its capacity as the Guarantor);
e)Scotiabank Covered Bond GP Inc., a corporation incorporated under the laws of Canada whose registered office is located at 100 King Street West, Suite 6100, 1 First Canadian Place, Toronto, Ontario, M5X 1B8, in its capacity as Managing General Partner;
f)8429057 CANADA INC. a corporation incorporated under the laws of Canada whose registered office is located at 100 King Street West, Suite 6100, 1 First Canadian Place, Toronto, Ontario, M5X 1B8, in its capacity as Liquidation General Partner;
g)COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada, whose registered office is at 100 University Avenue, 11th Floor, North Tower, Toronto, Ontario M5J 2Y1, in its capacity as Bond Trustee and Custodian; and
h)KPMG LLP, a limited liability partnership under the laws of the Province of Ontario, whose registered office is at Bay Adelaide Centre, 333 Bay Street, Suite 4600, Toronto, Ontario, M5H 2S5, in its capacity as Cover Pool Monitor.

WHEREAS the parties hereto entered into an amended and restated master definitions and construction agreement made as of September 24, 2013, as amended by an amending agreement dated as of July 22, 2014 (as so amended, the “Master Definitions and Construction Agreement”);

 
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AND WHEREAS the parties hereto have agreed to further amend the Master Definitions and Construction Agreement pursuant to the terms of this Agreement;

NOW THEREFORE IT IS HEREBY AGREED that in consideration of the mutual covenants and agreements herein set forth, the parties agree as follows:

Article 1– Amendments

1.01Amendments

(1) The definitions of “Calculation Date”, “Calculation Period” and “Guarantor Calculation Period” in Article 1 of the Master Definitions and Construction Agreement are deleted in their entirety and replaced with the following, respectively:

“Calculation Date The last day of each Calculation Period

Calculation Period Each Guarantor Calculation Period

Guarantor Calculation Period Each period from, but excluding, the last Toronto Business Day of each month to, and including, the last Toronto Business Day of the next succeeding month, provided that (a) the first Guarantor Calculation Period begins on, and includes, the Program Date, (b) if the last Toronto Business Day of a month is (i) a Friday or (ii) the day before a statutory holiday in Toronto which occurs on any day other than a Tuesday, in each case the Guarantor Calculation Period for the relevant month will end on the second last Toronto Business Day of such month and the succeeding Guarantor Calculation Period will begin on the day following such second last Toronto Business Day of such month and (c) if the last Toronto Business Day of a month is the day before a statutory holiday in Toronto and such holiday is on a Tuesday, the Guarantor Calculation Period for the a month will end on the third  last Toronto Business Day and the succeeding Guarantor Calculation Period will begin on the second last Toronto Business Day of such month”

Article 2– miscellaneous

2.01Further Assurances

Each of the parties hereto will from time to time execute and deliver all such further documents and instruments and do all acts and things as any of the other parties may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

2.02Other Amendments

Except as expressly amended, modified and supplemented hereby, the provisions of the Master Definitions and Construction Agreement are and shall remain in full force and effect and shall be read with this Agreement, mutatis mutandis. Where the terms of this Agreement are inconsistent with the terms of the Master Definitions and Construction Agreement (prior to its amendment hereby), the terms of this Agreement shall govern to the extent of such inconsistency.

 
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2.03Governing Law

This Agreement is governed by and will be construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein.

2.04Interpretation

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Master Definitions and Construction Agreement (prior to its amendment hereby).

[SIGNATURE PAGES FOLLOW]

 
 

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first before written.

  THE BANK OF NOVA SCOTIA, in its capacity as the Issuer, the Seller, the Servicer, the Cash Manager, the Account Bank, the GDA Provider, the Intercompany Loan Provider, the Interest Rate Swap Provider and the Covered Bond Swap Provider
   
  By: /s/ Ian Berry
    Name:  Ian Berry
Title: Managing Director & Head, Funding
   
  THE BANK OF NOVA SCOTIA, LONDON BRANCH, in its capacity as Principal Paying Agent, a Registrar and a Transfer Agent
   
  By: /s/ Mark Caplan
    Name: Mark Caplan
Title: Managing Director, Head of Europe
   
  By: /s/ Jane Lloyd
    Name: Jane Lloyd
Title: Chief Operating Officer, GBM, Europe
   
  SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP by its managing general partner SCOTIABANK COVERED BOND GP INC.
   
  By: /s/ Christy Bunker
    Name:  Christy Bunker
Title:    Vice-President
 
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  SCOTIABANK COVERED BOND GP INC., in its capacity as Managing GP
   
  By: /s/ Christy Bunker
    Name: Christy Bunker
Title: Vice-President
   
  8429057 CANADA INC., in its capacity as Liquidation GP
   
  By: /s/ Charles Eric Gauthier
   

Name: Charles Eric Gauthier
Title: Vice-President

 

     
  By:  
    Name:
Title:
   
  COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as Bond Trustee and Custodian
   
  By: /s/ Sean Pigott
    Name: Sean Pigott
Title: Corporate Trust Officer
   
  By: /s/ Ann Samuel
    Name: Ann Samuel
Title: Associate Trust Officer
   
  KPMG LLP, in its capacity as Cover Pool Monitor
   
  By: /s/ Abhimanyu Verma
   

Name: Abhimanyu Verma
Title: Partner

 

 
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  THE BANK OF NOVA SCOTIA - NEW YORK AGENCY, in its capacity as a Paying Agent, a Registrar, a Transfer Agent and Exchange Agent
 
     
  By: /s/ Hector Jimenez
    Name: Hector Jimenez
Title: Director, Regional Head of U.S. Operations
   
 

Exhibit 4.3

Amended Interest Rate Swap Confirmation

August 15, 2014

To: Scotiabank Covered Bond Guarantor Limited Partnership
c/o The Bank of Nova Scotia
Scotia Plaza
44 King Street West
Toronto, Ontario
M5H 1H1
Attn:
Fax:		 Managing Director – Secured and Capital Funding
416-945-4001
From: The Bank of Nova Scotia
Re: U.S.$15,000,000,000 Global Registered Covered Bond Program guaranteed as to payments of interest and principal by Scotiabank Covered Bond Guarantor Limited Partnership.

 

Dear Sir or Madam,

The purpose of this letter is to confirm the terms and conditions of the transaction entered into between The Bank of Nova Scotia (“Party A”) and Scotiabank Covered Bond Guarantor Limited Partnership (“Party B”) on the Trade Date specified below (the “Transaction”). This facsimile constitutes a “Confirmation” as referred to in the Agreement as specified below. This Confirmation supersedes and replaces in its entirety the Confirmation entered into by Party A and Party B on July 29, 2013.

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of July 19, 2013 (identified on page 1 thereof as the “Interest Rate 2002 Master Agreement”), as amended, restated and/or supplemented from time to time, between you and us (the “Agreement”). All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between the provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) (the “Definitions”) are incorporated into this Confirmation. In the event of any inconsistency between any of the following, the first listed shall govern (i) this Confirmation; (ii) the Master Definitions and Construction Agreement dated as of July 19, 2013, between Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada, as Bond Trustee, The Bank of Nova Scotia, London Branch, as principal paying agent, a registrar and a transfer agent, The Bank of Nova Scotia Trust Company of New York, as a paying agent, a registrar, a transfer agent and the exchange agent, KPMG LLP, Party A, Party

 
 

B, Scotiabank Covered Bond GP, Inc. and 8429057 Canada Inc., and each other Person who may from time to time become a party thereto, as amended, restated and/or supplemented from time to time (the “Master Definitions and Construction Agreement”); and (iii) the Definitions. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Master Definitions and Construction Agreement. For the purposes of the Definitions, references herein to a “Transaction” shall be deemed to be references to a “Swap Transaction”.

The terms of the particular Transaction to which this Confirmation relates are as follows:

Trade Date: The First Transfer Date.
Effective Date: The earliest to occur of (i) an Issuer Event of Default, (ii) a Guarantor Event of Default, and (ii) the Ratings Trigger Date.
Ratings Trigger Date: The date on which one or more Rating Agencies downgrades or withdraws the long-term, unsecured, unsubordinated and unguaranteed debt obligations (or, in the case of Fitch, the long-term issuer default rating) of Party A, or any Credit Support Provider from time to time in respect of Party A, below the Required Ratings.
Required Ratings: The threshold ratings BBB(high) (in respect of DBRS), BBB+ (in respect of Fitch) and Baa1 (in respect of Moody’s).
Termination Date: The last day of the Guarantor Calculation Period during which the Notional Amount is reduced to zero.
Business Day Convention: Following, except for the purposes of determining the Calculation Date.
Receipt Ratio: In respect of each Guarantor Calculation Period, the fraction, the numerator of which is the aggregate amount of payments on account of interest in respect of all Loans actually received by Party B during such period (such aggregate amount, the “Interest Receipts”), and the denominator of which is the amounts that become due in that Guarantor Calculation Period on account of interest on all Loans, in accordance with the terms of such Loans and as at the first day in such period, to receive during such period, all as calculated by the Calculation Agent in accordance with the provisions of the Cash Management Agreement.
Notional Amount: In respect of each Guarantor Calculation Period, the sum of (i) an amount in Canadian Dollars equal to the Average Loan Balance on the Calculation Date immediately following the last day of the relevant Guarantor Calculation Period multiplied by the Receipt Ratio, (ii) the balance of the GDA Account and (iii) without double counting, the principal balance of the Substitute Assets, in each case, on the Calculation Date immediately following the last day of the relevant Guarantor Calculation Period.

Amended Interest Rate Swap Confirmation

 
 

 

Payment Date: The seventeenth day in each month, subject to the Business Day Convention.
Blended Amounts  
Blended Rate Payer: Party B.
Party B Payment Amount: On each Payment Date, Party B shall pay to Party A an amount equal to the sum of (i) the Interest Receipts for the related Guarantor Calculation Period, (ii) all interest earned on amounts credited to the GDA Account during the related Guarantor Calculation Period, and (iii) all investment income earned by Party B on Substitute Assets during the related Guarantor Calculation Period, less any Guarantor Expenses which are payable by Party B in priority to payments to Party A in respect of such Payment Date and this Confirmation in accordance with the then applicable Priority of Payments.
Party B Day Count Fraction: Actual/Actual (ISMA) as defined in the Terms and Conditions of the Covered Bonds.
Floating Amounts  
Floating Rate Payer: Party A.
Fixed Rate Payer Calculation Amount: Notional Amount.
Floating Rate Option: CAD-BA-CDOR.
Designated Maturity: 1 Month.
Party A Spread: On the Effective Date, 100 bps and, thereafter, in respect of a Portfolio Adjustment, the spread agreed from time to time in writing by Party A and Party B in accordance with the Spread Determination Procedure set out below.
Party A Due Amount:

In respect of a Payment Date, Party A will pay to Party B the product of:

(a) the Fixed Rate Payer Calculation Amount;

(b) the Party A Day Count Fraction in respect of the relevant Guarantor Calculation Period; and

(c) the Floating Rate Option plus the Party A Spread in respect of the relevant Guarantor Calculation Period.

Party A Day Count Fraction: Actual / 365 (fixed).
Initial Exchanges  
Initial Exchange Date: July 29, 2013
Party A Initial Exchange Amount: $77,907,650.06

Amended Interest Rate Swap Confirmation

 
 

 

Party B Initial Exchange Amount:

Nil.

 

Other Provisions  
Calculation Agent: Party A
Spread Determination Procedure:

If either (A) Party B has during any Guarantor Calculation Period acquired additional Loans which cause the ACT Asset Value to increase by more than 10%, or (B) during any calendar quarter,

(a)         any Loan shall be sold from the Portfolio (other than a Loan repurchased by the Seller as a result of a breach of representation or warranty made with respect to such Loan in the Mortgage Sale Agreement);

(b)          any Loan shall be acquired by Party B and included in the Portfolio; or

(c)          the interest rate applicable to any Variable Rate Loan shall be adjusted in accordance with the Servicing Agreement,

  (each, a “Portfolio Adjustment”), then Party B (or the Servicer on behalf of Party B) shall notify Party A (which notice shall include sufficient information for Party A to make the determinations required by this section) and Party A shall, on or before the first Payment Date following such Guarantor Calculation Period or calendar quarter, as applicable, determine the amount by which the Party A Spread (such revised Party A Spread, the “Adjusted Spread”) shall be adjusted as a result of such Portfolio Adjustment; provided, however, that at no time shall the Adjusted Spread be insufficient to ensure that Party B has sufficient funds to (i) make any payments of interest due on the Intercompany Loan or following a Covered Bond Guarantee Activation Event, all non-termination payments when due under all Covered Bond Swaps then outstanding and all payments (other than payments of principal) when due in respect of any Covered Bonds for which no Covered Bond Swap has been entered into, or (ii) pay any other Guarantor expenses then due and (iii) retain 35 bps of additional spread.
  With effect from and including such Payment Date, the Party A Spread shall be the related Adjusted Spread.

Amended Interest Rate Swap Confirmation

 
 

 

Additional Termination Event: It shall be an Additional Termination Event, with respect to which Party B shall be the sole Affected Party and all Transactions shall be Affected Transactions, if a Portfolio Adjustment is undertaken notwithstanding the fact that the Adjusted Spread would be insufficient to satisfy the test described above under Spread Determination Procedure.
Partial Termination: If at any time a portion of the Portfolio is sold, a Partial Termination Payment will be due from Party B to Party A or from Party A to Party B, as applicable. Such Partial Termination Payment will be zero if agreed by both Party A and Party B.
Partial Termination Payment: The Partial Termination Payment is equal to the net present value of the projected cash flows under this Agreement associated with the portion of the Portfolio that is being sold. The net present value will be calculated using interest rates derived from the then current Canadian dollar swap market and assuming that Party B is the sole Affected Party. The projected cash flows will be determined in a commercially reasonable manner by Party A. The Partial Termination Payment will be determined by Party A as soon as practicable after Party B notifies Party A of the specific details of the sale. Party B is obligated to provide Party A with 5 Business Days notice of any planned sale of all or part of the Portfolio.

 

Account Details  
Account for payments to Party A: To be advised.

 

Account for payments to Party B:

To be advised.

 

Contact Details for notices  
Party A

The Bank of Nova Scotia
Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 1H1

Attention: Managing Director - Secured and Capital Funding

Facsimile No.: 416-945-4001

Amended Interest Rate Swap Confirmation

 
 

 

Party B

Scotiabank Covered Bond Guarantor Limited Partnership
c/o The Bank of Nova Scotia
Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 1H1

Attention: Managing Director – Secured and Capital Funding

Facsimile No: 416-945-4001

 

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Amended Interest Rate Swap Confirmation

 
 

Confirmation

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us. We are delighted to have executed this Transaction with you and look forward to working with you again.

Time of trading is available upon request.

Yours sincerely,

THE BANK OF NOVA SCOTIA  
   
By: /s/ Ian Berry  
Name:
Title:

Ian Berry

Managing Director & Head, Funding

  

 

Confirmed as of the date first written above:

SCOTIABANK COVERED BOND GUARANTOR LIMITED
PARTNERSHIP, by its managing general partner, SCOTIABANK
COVERED BOND GP, INC.

 

  
By: /s/ Christy Bunker  
Name:
Title:

Christy Bunker

Vice-President

  

Amended Interest Rate Swap Confirmation