EXHIBIT 5
CANADA MORTGAGE AND HOUSING CORPORATION
UNDERWRITING AGREEMENT
September 7, 2006
CIBC World Markets Corp.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
TD Securities (USA) LLC
As Representatives of the Underwriters named in Schedule II hereto
Dear Sirs:
Canada Mortgage and Housing Corporation ("CMHC") proposes to sell to the
underwriters named in Schedule II hereto (the "UNDERWRITERS"), for whom you are
acting as representatives (the "REPRESENTATIVES"), the principal amount of its
securities identified in Schedule II hereto (the "SECURITIES"), to be issued
pursuant to a Fiscal Agency Agreement (the "FISCAL AGENCY AGREEMENT") to be
dated as provided in Schedule I hereto between CMHC and the banking institution
named therein, as Fiscal Agent (the "FISCAL AGENT"). The Securities to be sold
in the United States, as certified by the Underwriters in a report relating to
distribution of primary allotment substantially in the form of Schedule III
hereto, are referred to herein as the "REGISTERED SECURITIES" and all other
Securities are referred to herein as the "OFFSHORE SECURITIES". The Securities
are direct unconditional obligations of CMHC and as such carry the full faith
and credit of Canada and constitute direct unconditional obligations of and by
Canada and the payment of the principal of and interest on the Securities is a
charge on and payable out of the Consolidated Revenue Fund of Canada. If the
firm or firms listed in Schedule II hereto include only the firm or firms listed
as addressees hereto, then the terms "UNDERWRITERS" and "REPRESENTATIVES", as
used herein shall each be deemed to refer to such firm or firms. As of 11:00
a.m. September 7, 2006, (the "TIME OF SALE"), CMHC had prepared the following
information (collectively, the "TIME OF SALE INFORMATION"): a Preliminary Final
Prospectus consisting of a preliminary prospectus supplement dated September 6,
2006 and the Basic Prospectus (as defined below)(collectively, the "PRELIMINARY
FINAL PROSPECTUS"), and the Issuer Free Writing Prospectus in the form of
Schedule I hereto (the "ISSUER FREE WRITING PROSPECTUS").
1. REPRESENTATIONS AND WARRANTIES. CMHC represents and warrants to, and
agrees with, each Underwriter that:
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(a) The Time of Sale Information, at the Time of Sale and at the
Closing Date, did not and will not, contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that CMHC makes no representation or
warranty with respect to any statements or omissions made in reliance upon
and in conformity with information furnished to CMHC in writing by such
Underwriter through the Representatives expressly for use in such Time of
Sale Information. The Issuer Free Writing Prospectus in the form of
Schedule I hereto complies in all material respects with the U.S.
Securities Act of 1933, as amended (the "ACT").
(b) CMHC has filed with the Securities and Exchange Commission (the
"COMMISSION") one or more registration statements, which have become
effective, for the registration of the Registered Securities under the Act.
Such registration statements, as amended at the date of this Agreement,
meet the requirements set forth in Release No. 33-6424 under the Act and
comply in all other material respects with said Release. The form of
prospectus included in registration statement No. 333-107880, as
supplemented by the Preliminary Final Prospectus filed with the Commission
pursuant to Rule 424(b), is the most recent form of prospectus relating to
the Securities and the plan of distribution thereof filed by CMHC with the
Commission. CMHC proposes to file with the Commission pursuant to Rule
424(b) under the Act a further supplement to such form of prospectus to
include the final pricing information as set forth in the Issuer Free
Writing Prospectus. Such registration statements, including the exhibits
thereto, as amended at the date of this Agreement, hereinafter are called
the "REGISTRATION STATEMENT"; the form of prospectus included in
registration statement No. 333-107880 is hereinafter called the "BASIC
PROSPECTUS"; and such prospectus as supplemented by the final prospectus
supplement, in the form in which it shall be filed with the Commission
pursuant to Rule 424(b) (including the Basic Prospectus as so supplemented)
is hereinafter called the "FINAL PROSPECTUS". As used herein, the terms
"REGISTRATION STATEMENT", "BASIC PROSPECTUS", "FINAL PROSPECTUS" and
"PRELIMINARY FINAL PROSPECTUS" shall include in each case the documents, if
any, incorporated by reference therein. The terms "SUPPLEMENT" and
"AMENDMENT" or "AMEND" as used herein shall include all documents deemed to
be incorporated by reference in the Final Prospectus that are filed
subsequent to the date of the Basic Prospectus by CMHC with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT").
(c) As of the date hereof, when the Final Prospectus is first filed
pursuant to Rule 424(b) under the Act, when, prior to the Closing Date (as
hereinafter defined), any amendment to the Registration Statement becomes
effective or is deemed to be effective under the Act, when any supplement
to the Final Prospectus is filed with the Commission and at the Closing
Date (as hereinafter defined), (i) the Registration Statement, as amended
as of any such
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time, will fully comply in all material respects with the provisions of the
Act and the Rules under the Act and will not contain any untrue statement
of a material fact and will not omit to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading; and (ii) the Final Prospectus, as amended or supplemented as of
any such time, will fully comply with the provisions of the Act and the
Rules under the Act and will not contain an untrue statement of a material
fact and will not omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided,
however, that CMHC makes no representations or warranties as to the
information contained in or omitted from the Registration Statement or the
Final Prospectus or any amendment thereof or supplement thereto in reliance
upon and in conformity with information furnished in writing to CMHC by or
on behalf of any Underwriter through the Representatives specifically for
use in connection with the preparation thereof.
(d) No authorizations, approvals, waivers or consents of any agency or
official of Canada or the Province of Ontario thereof are required to
permit the execution and delivery of the Fiscal Agency Agreement and this
Agreement by CMHC, the issuance of the Securities and the performance by
CMHC of the respective obligations thereunder and hereunder, except for the
approval of the Minister of Finance as required by the Financial
Administration Act, which has been obtained.
(e) None of CMHC, its affiliates or any person acting on its or their
behalf has engaged in any directed selling efforts (as that term is defined
in Regulation S under the Act ("REGULATION S")) with respect to the
Offshore Securities.
2. PURCHASE AND SALE. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, CMHC agrees to sell to
each Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from CMHC, the principal amount of the Securities set forth opposite
such Underwriter's name in Schedule II hereto, at the issue price of 99.85% of
the principal amount (plus accrued interest, if any, from September 14, 2006),
which includes selling, management and underwriting commissions of 0.10% of the
principal amount (the "UNDERWRITING COMMISSIONS") and further agrees that the
aggregate amount of the Underwriting Commissions may be set-off against the
aggregate issue price of the Securities.
3. DELIVERY AND PAYMENT. Delivery of and payment for the Securities shall
be made at the office, on the date and at the time specified in Schedule I
hereto, which date and time may be postponed by agreement between the
Representatives and CMHC or as provided in Section 10 hereof (such date and time
of delivery and payment for the Securities being herein called the "CLOSING
DATE"). The Securities will be issued in the form of registered global
securities (the "GLOBAL SECURITIES"), which shall be registered
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in the name of Cede & Co., as the nominee of The Depository Trust Company
("DTC"). Delivery of the Securities shall be made to the Representatives or to
their order for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representatives of the issue
price thereof to CMHC in immediately available (same day) funds by transfer to a
U.S. dollar account specified by CMHC. The Underwriters through the
Representatives shall be entitled to set-off against the payment of the issue
price the Underwriting Commissions and reimbursement for expenses referred to in
Section 5(g) hereof. The Global Securities shall be substantially in the form
annexed to the Fiscal Agency Agreement.
The Global Securities shall be made available for inspection and checking
by the Representatives in New York City not later than 3:00 P.M., local time, on
the business day prior to the Closing Date.
4. LISTING. CMHC agrees with the Underwriters to cooperate in the filing of
an application to list the Securities on the Euro MTF, the exchange regulated
market of the Luxembourg Stock Exchange (the "STOCK EXCHANGE") prior to the
Closing Date. CMHC further agrees to furnish to the Stock Exchange all
documents, instruments, information and undertakings and to publish all
advertisements or other material that may be necessary in order to effect the
listing of the Securities and to cause such listing to be continued for so long
as any of the Securities remain outstanding; provided, however, that if after
consultation with the Representatives, in the opinion of CMHC the continuation
of such listing shall become unduly burdensome, then CMHC may, in its sole
discretion, terminate the listing of the Securities on the Stock Exchange. In
the event of such termination of listing, CMHC shall use reasonable endeavours
to seek an alternative admission to listing, trading and/or quotation of the
Securities by another listing authority, securities exchange and/or quotation
system, as determined by CMHC in its sole discretion, after consultation with
the Representatives, provided that nothing herein shall require CMHC to seek an
alternative admission in listing, trading and/or quotation of the Securities on
any securities exchange where it would be, as determined by CMHC, impractical or
unduly burdensome to do so.
5. AGREEMENTS. CMHC agrees with the several Underwriters, and the several
Underwriters agree with CMHC, as the case may be, that:
(a) Prior to the termination of the offering of the Securities, CMHC
will not file any amendment of the Registration Statement or supplement
(including the Final Prospectus) to the Time of Sale Information or the
Basic Prospectus unless CMHC has furnished you a copy for your review prior
to filing and will not file any such proposed amendment or supplement to
which you reasonably object. Subject to the foregoing sentence, CMHC will
cause any Preliminary Final Prospectus and the Final Prospectus to be
delivered to the Commission for filing pursuant to Rule 424(b) via the
Commission's Electronic Data Gathering, Analysis, and Retrieval system
("▇▇▇▇▇") and will cause the Final Prospectus to be filed with the
Commission pursuant to said Rule and
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CMHC will file any Issuer Free Writing Prospectus to the extent required by
Rule 433 under the Act. CMHC will promptly advise the Representatives (i)
when the Time of Sale Information or the Final Prospectus shall have been
delivered to the Commission for filing pursuant to Rule 424(b), (ii) when
any amendment to the Registration Statement relating to the Securities
shall have become effective, (iii) of any request by the Commission for any
amendment of the Registration Statement or amendment of or supplement to
the Time of Sale Information or the Final Prospectus or for any additional
information, (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (v) of
the receipt by CMHC of any notification with respect to the suspension of
the qualification of the Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. CMHC will use
its best efforts to prevent the issuance of any such stop order and, if
issued, to obtain as soon as possible the withdrawal thereof.
(b) Before using or filing any Issuer Free Writing Prospectus other
than the Issuer Free Writing Prospectus in the form of Schedule I hereto,
CMHC will furnish to the Representatives and counsel for the Underwriters a
copy of the proposed Issuer Free Writing Prospectus for review and will not
use or file any such Issuer Free Writing Prospectus to which the
Representatives reasonably object; provided that the Representatives may
not object to a filing that is required.
(c) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of
which the Time of Sale Information or the Final Prospectus as then amended
or supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein in
the light of the circumstances under which they were made not misleading,
or if it shall be necessary to amend or supplement the Time of Sale
Information or the Final Prospectus to comply with the Act or the rules
thereunder, CMHC promptly will prepare and file with the Commission,
subject to the first sentence of paragraph (a) of this Section 5, an
amendment or supplement which will correct such statement or omission or an
amendment which will effect such compliance.
(d) CMHC will make generally available to the holders of the
Securities a statement of its income and retained earnings for its fiscal
year commencing after the date hereof as soon as practicable after the
close of such fiscal year and a statement of revenues and expenditures of
Canada for Canada's fiscal year commencing after the date hereof as soon as
practicable after the close of such fiscal year, which in each case shall
satisfy the provisions of Section 11(a) of the Act.
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(e) CMHC will furnish to the Representatives and counsel for the
Underwriters, without charge, signed copies of the Registration Statement
(including exhibits thereto) and each amendment thereto which shall become
effective on or prior to the Closing Date and to each other Underwriter a
copy of the Registration Statement (without exhibits thereto) and, so long
as delivery of a prospectus by an Underwriter or dealer may be required by
the Act, as many copies of any Preliminary Final Prospectus, any Issuer
Free Writing Prospectus and the Final Prospectus and any amendments thereof
and supplements thereto as the Representatives may reasonably request.
(f) CMHC will arrange for the qualification of the Securities for
offer and sale under the laws of such jurisdictions as the Representatives
may designate, will maintain such qualifications in effect so long as
required for the distribution of the Securities; provided that CMHC shall
not be obligated to qualify as a foreign corporation in, or consent to
general service of process under the laws of, any state or to meet other
requirements deemed by it to be unduly burdensome; provided further, that
nothing herein shall require CMHC to qualify the Securities in any
jurisdiction where it would be, as determined by CMHC in its sole
discretion after consultation with the Representatives, impractical or
unduly burdensome to do so.
(g) CMHC will pay (i) all expenses in connection with (A) the
preparation, issue, execution and delivery of the Securities (including the
fees of the Fiscal Agent), (B) the fee incurred in filing the Registration
Statement (including all amendments thereto), any Issuer Free Writing
Prospectus and any Time of Sale Information with the Commission, (C) all
costs, expenses, or commissions payable on or in connection with the
granting of listing for the Securities on the Stock Exchange, (D) any fee
payable to rating services in connection with the rating of the Securities,
and (E) the costs and fees (including fees of counsel for the Underwriters
and their disbursements) incurred in connection with any registration or
qualification mentioned in paragraph (e) or (f) above not exceeding U.S.
$5,000, (ii) all costs incurred in connection with the printing of the
Registration Statement, the Basic Prospectus, the Time of Sale Information,
the Final Prospectus and each preliminary prospectus (including all
amendments thereof or supplements thereto) and the cost of delivering the
same to locations designated by the Underwriters and satisfactory to CMHC
in its reasonable judgment, (iii) the cost of copying the documents
incorporated by reference in the Time of Sale Information and the Final
Prospectus in such quantities as the Underwriters may reasonably request
and the cost of delivering the same to locations designated by the
Underwriters and satisfactory to CMHC in its reasonable judgment, (iv) all
stamp duties or other like taxes and duties or value added taxes payable
under the laws of the United Kingdom upon and in connection with the
execution, issue and subscription of the Securities or the execution and
delivery of this Agreement and the Fiscal Agency Agreement.
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Except as provided in Section 5(g), 8 and 9 hereof, CMHC shall not be
required to pay or bear any fees or expenses of the Underwriters.
(h) If the sale of the Securities is consummated hereunder, CMHC
agrees to pay to the Representatives on behalf of the Underwriters on the
Closing Date an amount of up to U.S.$60,000 to be applied in reimbursement
of the reasonable out-of-pocket expenses and costs of the Underwriters
(including any value added or equivalent tax on such expenses and costs)
directly attributable to the offering and sale of the Securities, as
specified below. The Representatives may apply said amount for (i) the
reimbursement of fees and disbursements of their legal counsel and
syndication expenses attributable to the Securities and (ii) for costs and
expenses relating to the marketing of the Securities (in Canada and abroad)
including travel, document production and presentation costs. The
Representatives shall be entitled to set-off the said sum of U.S.$60,000
from the payment of the issue price as provided in Section 3 hereof. The
Representatives shall supply CMHC with itemized accounts, together with
supporting information in a form satisfactory to CMHC, for such expenses
and shall repay to CMHC, in Canadian dollars and within 90 days of the
Closing Date, any shortfall between the expenses so itemized and
U.S.$60,000.
(i) Until the business day following the Closing Date, CMHC will not,
without the consent of the Representatives, offer or sell, or announce the
offering of, any U.S. dollar denominated debt securities with a maturity of
five years or greater, provided, however, that nothing in this paragraph
(i) shall be construed to prevent CMHC from guaranteeing payment in respect
of any securities issued on the basis of housing loans or mortgage-backed
securities or borrowing from the Government of Canada.
(j) Each of the Underwriters severally agrees with CMHC to deliver (i)
an initial allotment distribution report, (ii) secondary market activity
reports showing sales volumes by major market (Asia, Canada, Europe and the
United States) up to and including the Closing Date and (iii) secondary
market activity reports showing sales volumes by such major markets within
thirty days after the end of each calendar quarter for the first two years
after the date of this Agreement. The reports specified in (i) and (ii)
above will be due within one week of the Closing Date. The initial
allotment distribution report and the secondary market activity reports
will be in the forms set forth in Schedule III hereof.
(k) CMHC has not issued and will not issue, without prior consent of
the stabilizing agent in the United Kingdom, any press or other public
announcement referring to the proposed issue of Securities unless the
announcement adequately discloses that stabilizing action may take place in
relation to the Securities to be issued and CMHC authorizes the relevant
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stabilizing agent to make adequate public disclosure of the stabilization
in accordance with applicable laws.
(l) Each Underwriter agrees that it has not and will not use,
authorize use of, refer to, or participate in the planning for use of, any
"FREE WRITING PROSPECTUS", as defined in Rule 405 under the Act (which term
includes use of any written information furnished to the Commission by CMHC
and not incorporated by reference into the Registration Statement and any
press release issued by CMHC) other than (A) the Issuer Free Writing
Prospectus in the form of Schedule I hereto or prepared pursuant to Section
5(b), or (B) any "free writing prospectus" prepared by such Underwriter and
provided to and consented to by CMHC in writing (each such "free writing
prospectus" referred to in this clause (B), an "UNDERWRITER FREE WRITING
PROSPECTUS"); provided that the Underwriters may use a Bloomberg term sheet
in accordance with Section 5(n).
(m) Each Underwriter agrees that it has not and will not distribute
any Underwriter Free Writing Prospectus referred to in Section 5(l) in a
manner that will lead to the requirement to file such Underwriter Free
Writing Prospectus with the Commission unless CMHC has consented in advance
in writing to such distribution.
(n) Each Underwriter agrees that it has not and will not, without the
prior written consent of CMHC, use any "free writing prospectus" that
contains the final terms of the Securities unless such terms have
previously been included in an Issuer Free Writing Prospectus filed or to
be filed with the Commission; provided that Underwriters may use a
Bloomberg term sheet that contains some or all of the information in
Schedule I hereto without the consent of CMHC; provided further that any
Underwriter using such term sheet shall notify CMHC, and provide a copy of
such term sheet to CMHC, prior to, or substantially concurrently with, the
first use of such term sheet.
(o) Each Underwriter agrees that it is not subject to any pending
proceeding under Section 8A of the Act with respect to the offering (and
will promptly notify CMHC if any such proceeding against it is initiated
during the period that delivery of a prospectus by an Underwriter or a
dealer may be required by the Act).
6. SELLING RESTRICTIONS. Each Underwriter, on behalf of itself and each of
its affiliates that participates in the initial distribution of the Securities,
severally represents to and agrees with CMHC that:
(a) (i) It has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of Section 21 of the
Financial Services and Markets ▇▇▇ ▇▇▇▇, as amended (the "FSMA") received
by
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it in connection with the issue and sale of the Securities in circumstances
in which Section 21(1) of the FSMA does not apply to CMHC; and (ii) it has
complied and will comply with all applicable provisions of the FSMA with
respect to anything done by it or them in relation to the Securities in,
from or otherwise involving the United Kingdom.
(b) The Securities have not been, and will not be, registered under
the Securities and Exchange Law of Japan (the "SECURITIES AND EXCHANGE
LAW") and it and each such affiliate has not offered or sold, and will not
offer or sell, directly or indirectly, any of the Securities in Japan or
to, or for the benefit of, any person resident in Japan (which term as used
herein means any person resident in Japan, including any corporation or
other entity organized under the laws of Japan) or to others for reoffering
or resale, directly or indirectly, in Japan or to any resident of Japan
except pursuant to an exemption from the registration requirements of, and
otherwise in compliance with, the Securities and Exchange Law and in
compliance with any other applicable laws and regulations of Japan.
(c) (i) It and each such affiliate has not offered or sold and will
not offer or sell, directly or indirectly, in Hong Kong by means of any
document, any Securities other than to persons whose ordinary business it
is to buy or sell shares or debentures, whether as principal or agent, or
in circumstances which do not constitute an offer to the public within the
meaning of the Companies Ordinance (Chap. 32) of Hong Kong and (ii) it and
each such affiliate has not issued and will not issue, directly or
indirectly, any invitation or advertisement relating to the Securities in
Hong Kong (except if permitted to do so under the securities laws of Hong
Kong) other than with respect to Securities intended to be disposed of to
persons outside Hong Kong or to be disposed of in Hong Kong only to persons
whose business involves the acquisition, disposal or holding of securities,
whether as principal or as agent.
(d) The Offshore Securities have not been and will not be registered
under the Act and may not be offered or sold within the United States or
its possessions or to, or for the account or benefit of, U.S. persons
except in accordance with Regulation S or pursuant to an exemption from the
registration requirements of the Act. Accordingly, neither it, nor any of
its affiliates or any persons acting on its behalf have engaged or will
engage in any directed selling efforts with respect to the Offshore
Securities in violation of Regulation S, and all offers and sales of the
Offshore Securities by it, any of its affiliates or any persons acting on
its or their behalf have occurred or will occur in offshore transactions,
as such term is defined in Regulation S.
(e) In relation to each member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "RELEVANT MEMBER
STATE"), each Underwriter has represented and agreed that with effect from
and including the date on which the Prospectus Directive is implemented in
that
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Relevant Member State (the "RELEVANT IMPLEMENTATION DATE") it has not made
and will not make an offer of the Securities to the public in that Relevant
Member State except that it may, with effect from and including the
Relevant Implementation Date, make an offer of the Securities to the public
in that Relevant Member State at any time:
(i) to legal entities which are authorized or regulated to operate in
the financial markets or, if not so authorized or regulated, whose
corporate purpose is solely to invest in securities;
(ii) to any legal entity which has two or more of (1) an average of at
least 250 employees during the last financial year; (2) a total balance
sheet of more than E43,000,000 and (3) an annual turnover of more than
E50,000,000, as shown in its last annual or consolidated accounts;
(iii) to fewer than 100 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive) subject to obtaining the
prior consent of the Representatives for any such offer; or
(iv) in any other circumstances falling within Article 3(2) of the
Prospectus Directive;
provided that no such offer of the Securities shall result in a requirement
for the publication by CMHC or any Underwriter of a prospectus pursuant to
Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "OFFER OF THE
SECURITIES TO THE PUBLIC" in relation to any Securities in any Relevant Member
State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Securities to be offered so as to
enable an investor to decide to purchase or subscribe the Securities, as the
same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State and the expression "PROSPECTUS
DIRECTIVE" means Directive 2003/71/EC and includes any relevant implementing
measure in each Relevant Member State, and the expression "EUROPEAN ECONOMIC
AREA" means the member states of the European Union together with Iceland,
Norway and Liechtenstein.
(f) In addition to the provisions of Sections 6(a) to (e) above, it
and each such affiliate has not offered, sold or delivered and it and they
will not offer, sell or deliver, directly or indirectly, any of the
Securities or distribute the Final Prospectus, the Preliminary Final
Prospectus, the Time of Sale Information, any "free writing prospectus",
the Basic Prospectus or any other offering material relating to the
Securities, in or from any jurisdiction except under circumstances that
will, to the best of its or their knowledge and belief, result in
compliance with the applicable laws and regulations thereof and which will
not impose any
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obligations on CMHC except as contained in this Agreement. In addition, the
Representatives agree with CMHC to cause each selling group member to agree
to comply with the restrictions on offers and sales of the Securities set
forth in this Section 6.
(g) Without prejudice to the provisions of Sections 6(a) to (f) and
except for the qualification of the Securities for offer and sale and the
determination of their eligibility for investment under the applicable
securities laws of such jurisdictions as the Representatives may designate
pursuant to Section 5(e), CMHC shall not have any responsibility for, and
each Underwriter severally agrees with CMHC that each such Underwriter and
its respective affiliates will obtain, any consent, approval or
authorization required by them for the offer, sale or delivery by them of
any of the Securities under the laws and regulations in force in any
jurisdiction to which they are subject or in or from which they make such
offer, sale or delivery of any of the Securities.
7. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of
the Underwriters to purchase the Securities shall be subject to the accuracy of
the representations and warranties on the part of CMHC contained herein as of
the date hereof, as of the date of the effectiveness of any amendment to the
Registration Statement filed prior to the Closing Date and as of the Closing
Date, to the accuracy of the statements of CMHC made in any certificates
pursuant to the provisions hereof, to the performance by CMHC of its obligations
hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been instituted or shall be pending, or, to the knowledge of CMHC,
shall be threatened by the Commission and you shall have received a
certificate from an officer of CMHC to such effect; and each Issuer Free
Writing Prospectus, to the extent required by Rule 433 under the Act, shall
have been timely filed with the Commission under the Act.
(b) You shall have received on the Closing Date a written opinion,
dated the Closing Date, of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of CMHC (based
on the advice of Ontario counsel), addressed to the Underwriters to the
effect that insofar as the laws of the Province of Ontario and the federal
laws of Canada are concerned:
(i) CMHC exists as a corporation created by the Parliament of
Canada pursuant to the Canada Mortgage and Housing Corporation Act and
is for all relevant purposes an agent of Canada with power and
authority to create, issue and sell the Securities; pursuant to the
provisions of the Financial Administration Act, CMHC is named as a
Crown corporation.
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(ii) The creation, execution and sale of the Securities have been
duly authorized by all necessary corporate action of CMHC and the
Securities have been duly signed by the duly appointed officers of
CMHC, and upon being duly authenticated pursuant to the Fiscal Agency
Agreement and upon delivery thereof and payment therefor in accordance
with the provisions of this Agreement, the Securities will constitute
legal, valid and binding direct and unconditional general obligations
of CMHC and as such of Canada enforceable in accordance with their
terms.
(iii) The Securities have been duly executed by CMHC, and when
authenticated, delivered and paid for in accordance with the
provisions of this Agreement, will constitute securities issued on
behalf of Canada with the authority of Parliament and as such the
payment of the principal thereof and interest thereon will be a charge
on and will be payable out of the Consolidated Revenue Fund of Canada.
(iv) No authorizations, approvals, waivers or consents of any
agency or official of Canada or of the Province of Ontario thereof are
required to permit the execution and delivery of the Fiscal Agency
Agreement and this Agreement by CMHC, the issuance of the Securities
and the performance by CMHC of the respective obligations thereunder
and hereunder, except for the approval of the Minister of Finance as
required by the Financial Administration Act which has been obtained.
(v) The Fiscal Agency Agreement has been duly authorized,
executed and delivered by CMHC and is a legal, valid and binding
agreement of CMHC, enforceable in accordance with its terms.
(vi) This Agreement has been duly authorized, executed and
delivered by CMHC and is a legal, valid and binding agreement of CMHC,
except as rights to indemnity hereunder may be limited under
applicable law, and any amounts which may become due in accordance
with the terms hereof to any Underwriter or any person who controls
any Underwriter will constitute obligations of CMHC and of Canada.
(vii) Neither the execution and delivery of the Fiscal Agency
Agreement, the Securities or this Agreement, nor the consummation of
the transactions therein or herein contemplated nor compliance with
the terms and provisions thereof or hereof will violate, conflict with
or result in a breach of any indenture, agreement or other instrument
to which CMHC is a party or contravene any existing law, governmental
rule, regulation or order of Canada or of the Province of Ontario
binding on CMHC.
(viii) The statements in the Preliminary Final Prospectus, when
construed together with the Issuer Free Writing Prospectus, and in the
12
Final Prospectus under the captions "Description of Bonds",
"Description of the Debt Securities" and "Underwriting", insofar as
such statements constitute a summary of the legal matters or documents
referred to therein, fairly present the information called for with
respect to such legal matters or documents.
(ix) The statements in the Preliminary Final Prospectus, when
construed together with the Issuer Free Writing Prospectus, and in the
Final Prospectus under the heading "Tax Matters - Canadian Federal
Income Tax Consequences, Investors Resident in Canada, Investors Not
Resident in Canada" and "Tax Matters - Canadian Taxation" are accurate
in all material respects, subject to the qualifications therein
stated.
(x) Although such counsel is not, except as stated above, passing
upon and assumes no responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement,
the Time of Sale Information and the Final Prospectus, as amended or
supplemented, based upon participation by such counsel or counsel
reporting to him in conferences at which the contents of the
Registration Statement, the Time of Sale Information and the Final
Prospectus and related matters were discussed, no facts have come to
such counsel's attention which lead such counsel to believe that (a)
the Registration Statement, or any amendment thereof, at the time it
became effective or deemed to be effective, contained any untrue
statement of a material fact or omitted to state a material fact
necessary to make the statements therein not misleading, (b) the Final
Prospectus, as amended or supplemented, on its issue date or on the
Closing Date, contained or contains any untrue statement of a material
fact or omitted or omits to state a material fact necessary to make
the statements therein, in the light of the circumstances under which
they were made, not misleading or (c) the Time of Sale Information, at
the Time of Sale contained any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading.
(c) You shall have received on the Closing Date a written opinion,
dated the Closing Date, of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, United
States counsel for CMHC, addressed to the Underwriters, to the effect,
insofar as the laws of the State of New York or the federal laws of the
United States of America are concerned, (A) set forth above in paragraphs
(b) (viii) and (x), (B) that the Registration Statement and the Final
Prospectus and each amendment thereof or supplement thereto as of their
respective effective or issue dates (except as to financial statements and
financial data included therein as to which such counsel need express no
opinion) complied as to form in all material respects with the Act and the
Rules thereunder, and (C) that the statements in the Preliminary
13
Final Prospectus, when construed together with the Issuer Free Writing
Prospectus, and in the Final Prospectus under the heading "Tax Matters -
Certain U.S. Federal Tax Considerations" and "Tax Matters - United States
Taxation" are accurate in all respects, subject to the qualifications
therein. In addition, such counsel shall state that in its opinion,
assuming the accuracy of the representations and warranties and
satisfaction of the agreements contained herein, no registration of the
Offshore Securities under the Act is required for the offer, sale or
issuance of the Offshore Securities in the manner contemplated by the Time
of Sale Information, the Final Prospectus and this Agreement, except that
such counsel need express no opinion as to when and under what
circumstances the Offshore Securities may be reoffered or resold in the
United States or to U.S. persons. In giving their opinion Milbank, Tweed,
▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may rely on the opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General
Counsel of CMHC, as to matters of Canadian and Ontario law.
(d) The Representatives shall have received from ▇▇▇▇▇ ▇▇▇▇ &
▇▇▇▇▇▇▇▇, United States counsel for the Underwriters, and Stikeman Elliott
LLP, Canadian counsel for the Underwriters, favorable opinions dated the
Closing Date, as to the form and validity of the Securities and as to the
proceedings and other related matters incident to the issuance and sale of
the Securities, and the Representatives shall have received from ▇▇▇▇▇ ▇▇▇▇
& ▇▇▇▇▇▇▇▇ a favorable opinion dated the Closing Date with respect to the
Registration Statement, the Time of Sale Information and the Final
Prospectus. In giving their opinion, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely upon
the opinion of Stikeman Elliott LLP as to matters of Canadian and Ontario
law and Stikeman Elliott LLP may rely upon the opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
General Counsel of CMHC, as to certain matters relating to the due
authorization of the Securities.
(e) The representations and warranties of CMHC herein shall be true
and correct on the date hereof and on the Closing Date; CMHC shall not have
failed, on or prior to the Closing Date, to have performed all agreements
and satisfied all conditions herein contained which should have been
performed or satisfied by it at or prior to such time; there shall be no
material adverse change in the condition (financial or otherwise) or
results of operations or business or prospects of CMHC from that set forth
in the Registration Statement, the Time of Sale Information and the Final
Prospectus, other than changes arising in the ordinary course of business,
that in the reasonable judgment of CMHC or the Representatives would
prevent or materially impair the marketing, or enforcement of contracts for
sale, of the Securities; there shall be no material adverse change in the
financial, economic or political condition of Canada from that set forth in
the Registration Statement, the Time of Sale Information and the Final
Prospectus, other than changes arising in the ordinary and normal course,
that in the reasonable judgment of CMHC or the Representatives would
prevent or materially impair the marketing, or enforcement of contracts for
sale, of the Securities; and the Representatives shall have received, at
the time of closing, a
14
certificate to the foregoing effect dated the Closing Date and signed by an
executive officer of CMHC.
(f) On or prior to the Closing Date, CMHC shall have furnished to the
Representatives such further certificates and documents as they or their
counsel shall reasonably request.
(g) On or prior to the Closing Date, the Securities shall have been
approved for listing on the Stock Exchange.
If any of the conditions specified in this Section 7 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and their counsel, this Agreement and all
obligations of the Underwriters hereunder may be cancelled at, or at any time
prior to, the Closing Date by the Representatives. Notice of such cancellation
shall be given to CMHC in writing or by telephone or telegraph confirmed in
writing.
8. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Underwriters set forth in Section 7 hereof is not satisfied or because of
any refusal, inability or failure on the part of CMHC to perform any agreement
herein or comply with any provision hereof other than by reason of a default by
any of the Underwriters, CMHC will reimburse the Underwriters severally upon
demand for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them in connection
with the proposed purchase and sale of the Securities.
9. INDEMNIFICATION AND CONTRIBUTION. (a) CMHC agrees to indemnify and hold
harmless each Underwriter and each person who controls any Underwriter within
the meaning of the Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Act, the Securities Exchange Act of 1934 or other United States
Federal or state or foreign law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement for the
registration of the Securities as originally filed or in any amendment thereof,
or in the Basic Prospectus, any Preliminary Final Prospectus, any Issuer Free
Writing Prospectus, any Time of Sale Information, the Final Prospectus, any
agreed upon marketing brochure or the invitation or allotment telexes, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees, subject to the provisions of paragraph (d) below, to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by them
(as such expenses are incurred) in connection with investigating or defending
any such
15
loss, claim, damage, liability or action; provided, however, that CMHC will not
be liable in any such case to the extent that (i) any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to CMHC by or on behalf of
any Underwriter through the Representatives specifically for use in connection
with the preparation thereof, and (ii) any such loss, claim, damage or liability
arises out of any untrue statement or omission or alleged untrue statement or
omission in the Preliminary Final Prospectus if such untrue statement or
omission or alleged untrue statement or omission is corrected in all material
respects in an Issuer Free Writing Prospectus prepared by CMHC and if, having
previously been furnished by or on behalf of CMHC with copies of the Issuer Free
Writing Prospectus sufficiently far in advance of the time at which the public
offering price of the Securities of a particular tranche was determined by CMHC
and the Underwriters so as to permit delivery of such Issuer Free Writing
Prospectus to investors prior to such time, such Underwriter thereafter failed
to send or give or otherwise convey to such person, at or prior to the Time of
Sale, such Issuer Free Writing Prospectus or the information contained therein
that would have corrected such defect. This indemnity agreement will be in
addition to any liability which CMHC may otherwise have. (b) Each Underwriter
severally agrees to indemnify and hold harmless CMHC, each of its directors,
each of its officers who signs the Registration Statement, and each person who
controls CMHC within the meaning of the Act to the same extent as the foregoing
indemnity from CMHC to each Underwriter, but only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information relating to such
Underwriter furnished to CMHC by or on behalf of such Underwriter through the
Representatives specifically for use in the preparation of the documents
referred to in the foregoing indemnity. This indemnity agreement will be in
addition to any liability which any Underwriter may otherwise have. CMHC
acknowledges for the purposes of this Section 9(b) that the statements set forth
under the heading "Underwriting" (except for the statements in the paragraphs
relating to the securities laws of the United Kingdom, the European Economic
Area, Japan and Hong Kong, the sentence relating to stamp taxes and other
charges, the paragraph relating to certain expenses of CMHC and the paragraph
relating to indemnification of certain liabilities and reimbursement of certain
expenses by CMHC) in any Preliminary Final Prospectus or the Final Prospectus
constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in any Preliminary Final Prospectus or the
Final Prospectus, and you, as the Representatives, confirm that such statements
are correct.
(c) Each of CMHC and the Underwriters agrees that each Underwriter shall
have and hold the covenants of CMHC contained in this Section 9 in respect of
such Underwriter's controlling persons' (as defined above) interest for the
benefit of their controlling persons. Each Underwriter agrees to accept the
trusts in this paragraph (c) declared and provided for and agrees to enforce
those covenants on behalf of such persons.
16
(d) Promptly after receipt by an indemnified party under this Section 9 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 9, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section 9. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and to the extent
that it may elect by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party;
provided, however, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party
to such indemnified party of its election to so assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 9 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel, approved by the Representatives in the case of
subparagraph (a), representing the indemnified parties under subparagraph (a)
who are parties to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party, and except
that, if clause (i) or (iii) is applicable, such liability shall be only in
respect of the counsel referred to in such clause (i) or (iii). The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent but if settled with such consent or if it be a final
judgment for the plaintiff the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment.
(e) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) or (b)
of this Section 9 is due in accordance with its terms but is for any reason held
by a court to be unavailable from CMHC or the Underwriters, as the case may be,
on grounds of policy or otherwise, CMHC and the Underwriters shall contribute to
the aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with
17
investigating or defending same) to which CMHC and one or more of the
Underwriters may be subject in such proportion so that the Underwriters are
responsible for that portion represented by the percentage that the Underwriting
Commissions bears to the issue price of the Securities set forth on Schedule II
hereto and CMHC is responsible for the balance; provided, however, that (y) in
no case shall any Underwriter (except as may be provided in any agreement among
underwriters) be responsible for any amount in excess of the Underwriting
Commissions applicable to the Securities purchased by such Underwriter hereunder
and (z) no person guilty of fraudulent misrepresentation (within the meaning of
Section 11 (f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For purposes of this
Section 9, each person who controls an Underwriter within the meaning of the Act
shall have the same rights to contribution as such Underwriter, and each person
who controls CMHC within the meaning of the Act, each officer of CMHC who shall
have signed the Registration Statement and each director of CMHC shall have the
same rights to contribution as CMHC, subject in each case to clause (y) of this
paragraph (e). Any party entitled to contribution will, promptly after receipt
of notice of commencement of any action, suit or proceeding against such party
in respect of which a claim for contribution may be made against another party
or parties under this paragraph (e), notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from
any other obligation it or they may have hereunder or otherwise than under this
paragraph (e).
10. DEFAULT BY AN UNDERWRITER. If any one or more Underwriters shall fail
to purchase and pay for any of the Securities agreed to be purchased by such
Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obliged severally to take up and
pay for (in the respective proportions which the amount of Securities set forth
opposite their names in Schedule II hereto bear to the aggregate amount of
Securities set opposite the names of all the remaining Underwriters) the
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of Securities set forth in
Schedule II hereto, and arrangements satisfactory to the remaining Underwriters
and CMHC for the purchase of such Securities are not made within 48 hours after
such default, this Agreement will terminate without liability to any
non-defaulting Underwriter or CMHC. In the event of a default by any Underwriter
as set forth in this Section 10, which shall not cause this Agreement to be
terminated, either CMHC or the Representatives shall have the right to postpone
the Closing Date for such period, not exceeding seven days, as the
Representatives shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter
18
of its liability, if any, to CMHC and any nondefaulting Underwriter for damages
occasioned by its default hereunder.
11. TERMINATION. This Agreement shall be subject to termination in the
absolute discretion of CMHC or the Representatives, by notice given to CMHC or
the Representatives, as the case may be, prior to delivery and payment for the
Securities, if prior to that time, there shall have occurred such a change in
national or international financial, political or economic conditions or
currency exchange rates or exchange controls which, in the reasonable judgment
of the Representatives or CMHC, as the case may be, is material and adverse and
such changes, singly or together with any other such change, makes it, in the
reasonable judgment of the Representatives or CMHC, as the case may be,
impracticable to market the Securities on the terms and in the manner
contemplated in the Time of Sale Information or the Final Prospectus.
Notwithstanding any such termination, the provisions of Sections 8, 9, 12 and 16
hereof shall remain in effect.
12. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements,
representations, warranties, indemnities and other statements of CMHC or its
officers and of the Underwriters set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any investigation made by or
on behalf of any Underwriter or CMHC or any of the officers, directors or
controlling persons referred to in Section 9 hereof, and will survive delivery
of and payment for the Securities.
13. STABILIZATION AND OVER-ALLOTMENT. Any over-allotment or stabilization
transaction by the Underwriters in connection with the distribution of the
Securities shall be effected by them on their own behalf and not as agents of
CMHC, and any gain or loss arising therefrom shall be for their own account. The
Underwriters acknowledge that CMHC has not been authorized to issue Securities
in excess of the principal amount set forth in Schedule II hereto. The
Underwriters also acknowledge that CMHC has not authorized the carrying out by
the Underwriters of stabilization transactions other than in conformity with
applicable rules, including those made pursuant to the FSMA and Regulation M
promulgated by the Commission (if applicable).
14. NOTICES. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Representatives or the Underwriters, will
be mailed, delivered or telegraphed and confirmed to them, at CIBC World Markets
Corp., Attention: Debt Capital Markets, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇ ▇▇▇▇▇ or, if sent to CMHC, will be mailed, delivered or telegraphed and
confirmed to it at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ attention
of the Treasurer.
15. NO FIDUCIARY RELATIONSHIP. CMHC acknowledges and agrees that (a) the
purchase and sale of the Securities pursuant to this Agreement is an
arm's-length commercial transaction between CMHC, on the one hand, and the
several Underwriters, on the other hand, (b) in connection with the offering
contemplated hereby and the process leading to such transaction each Underwriter
is and has been acting as a principal
19
and is not the agent or fiduciary of CMHC, or its respective creditors,
employees or any other party, and (c) the Underwriters have not provided any
legal, accounting, regulatory or tax advice with respect to the offering
contemplated hereby and CMHC has consulted its own respective legal, accounting,
regulatory and tax advisors to the extent it deemed appropriate.
16. SUCCESSORS. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 9 hereof, and no other
person will have any right or obligation hereunder.
17. APPLICABLE LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
18. ADVERTISEMENTS. All advertisements of the Securities shall be published
in a form or forms and manner to which CMHC consents in writing prior to the
date of publication. CMHC may withhold its consent in its discretion regarding
the use of any symbol in any such advertisement and the publication in which
such advertisement is to appear.
19. TIME OF THE ESSENCE. Time shall be of the essence in this Agreement.
20. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
20
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.
Very truly yours,
CANADA MORTGAGE AND HOUSING CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
CIBC World Markets Corp.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
TD Securities (USA) LLC
By: CIBC World Markets Corp.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
Acting on behalf of themselves and the other several Underwriters named in
Schedule II to the foregoing Agreement.
SCHEDULE I
CMHC
U.S.750,000,000 5.00% Bonds due September 1, 2011
Final Term Sheet
September 7, 2006
Issuer Canada Mortgage and Housing Corporation
Title 5.00% United States Dollar Bonds due September 1, 2011
Ratings Aaa/AAA
Format SEC Registered
Size U.S.$750,000,000
Trade Date September 7, 2006
Settlement Date September 14, 2006
Maturity September 1, 2011
Callable No, except for Canadian tax reasons
Interest Payment March 1 and September 1
Dates
First Payment Date March 1, 2007
Pricing Benchmark 4 5/8 UST due 8/31/2011
UST Spot (PX/Yield) 99-15+/4.742%
Spread to Benchmark 27 bps
Yield to Maturity 5.012%
Coupon 5.00%
Price 99.95%
Day Count 30/360
Minimum U.S. $5,000 and increments of U.S. $5,000 in excess thereof
Denomination
Listing Luxembourg Euro MTF
Ranking The bonds will carry the full faith and credit of Canada. The payment of the
principal of and interest on the bonds will constitute a charge on and be
payable out of the Consolidated Revenue Fund of Canada.
Bookrunners CIBC World Markets Corp., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
and TD Securities (USA) LLC
Senior Co-managers Deutsche Bank and RBC Capital Markets
Co-managers BNP Paribas, Credit Suisse, National Bank Financial, Scotia Capital,
BMO Capital Markets, Casgrain, HSBC and ▇▇ ▇▇▇▇▇▇
Billing and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
Delivering
Cusip, ISIN, Common 135143 AZ 8 / US135143AZ84
Code
Reference Document: Prospectus Supplement subject to completion, dated
September 6, 2006; Prospectus dated August 14, 2003;
▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇/▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Legend: THIS COMMUNICATION IS INTENDED FOR THE SOLE USE OF THE PERSON TO WHOM IT IS
PROVIDED BY US.
THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH
THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU
INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND
OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE
INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS
FOR FREE BY VISITING ▇▇▇▇▇ ON THE SEC WEB SITE AT ▇▇▇.▇▇▇.▇▇▇.
ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN
THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY
CALLING TOLL-FREE ▇-▇▇▇-▇▇▇-▇▇▇▇.
2
SCHEDULE II
PRINCIPAL AMOUNT
OF SECURITIES TO
UNDERWRITER ADDRESSES BE PURCHASED
----------- -------------------------------- ----------------
CIBC World Markets Corp. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Floor, $180,000,000
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & 4 World Financial Center, 180,000,000
▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
TD Securities (USA) LLC ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇,▇▇▇,▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Deutsche Bank Securities Inc. ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, 45,000,000
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
RBC Capital Markets Corporation One Liberty Plaza, 2nd Floor, 45,000,000
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
BNP Paribas Securities Corp. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, 22,500,000
▇▇ ▇▇▇▇▇
Credit Suisse Securities One Cabot Square 22,500,000
(Europe) Limited ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
National Bank Financial Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, 22,500,000
Quebec H3B459 Canada
Scotia Capital (USA) Inc. One Liberty Plaza, 25th Floor, 22,500,000
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Bank of Montreal, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ 7,500,000
▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
Casgrain & Company (USA) Limited 1200 ▇▇▇▇▇▇ College, 21st Floor, 7,500,000
▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇) ▇▇▇ ▇▇▇
HSBC Securities (USA) Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, 7,500,000
▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities ▇▇▇. ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇ Wall, 7,500,000
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
3
SCHEDULE III
CANADA MORTGAGE AND HOUSING CORPORATION
U.S. $750,000,000 5.00% BONDS DUE SEPTEMBER 1, 2011
INITIAL ALLOTMENT DISTRIBUTION REPORT
NORTH AMERICA
ASIA AND AUSTRALIA LATIN AMERICA EUROPE, MIDDLE EAST
(INCLUDES JAPAN DOMESTIC) (INCLUDES CANADA DOMESTIC) AND AFRICA TOTAL SALES
-------------------------- -------------------------- -------------------------- --------------------------
No. of Order Size No. of Order Size No. of Order Size No. of Order Size
Type of Investor Sales $ Amount Range Sales $ Amount Range Sales $ Amount Range Sales $ Amount Range
------------------- ------ -------- ---------- ------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Bank Portfolios
Central Banks
Government Funds
- Central/State
- Local
Individuals
Insurance Companies
- Life
- Casualty
Investment Managers
- Bank/Trust
- Others
Pension Funds
- Government
- Corporate
Brokers/Dealer
Corporate
1
CANADA MORTGAGE AND HOUSING CORPORATION
U.S. $750,000,000 5.00% BONDS DUE SEPTEMBER 1, 2011
INITIAL ALLOTMENT DISTRIBUTION REPORT
CANADA DOMESTIC
------------------------------
No. of Order Size
Type of Investor Sales $ Amount Range
---------------- ------ -------- ----------
Bank Portfolios
Government Funds
- Provincial
- Local
Individuals
Insurance Companies
- Life
- Casualty
Investment Managers
- Bank/Trust
- Others
Pension Funds
- Government
- Corporate
Broker/Dealers
Corporate
JAPAN DOMESTIC
------------------------------
No. of Order Size
Type of Investor Sales $ Amount Range
---------------- ------ -------- ----------
Bank Portfolios
Government Funds
- Provincial
- Local
Individuals
Insurance Companies
- Life
- Casualty
Investment Managers
- Bank/Trust
- Others
Pension Funds
- Government
- Corporate
Broker/Dealers
Corporate
2
CANADA MORTGAGE AND HOUSING CORPORATION
U.S. $750,000,000 5.00% BONDS DUE SEPTEMBER 1, 2011
SECONDARY MARKET DISTRIBUTION REPORT FOR THE PERIOD
FROM _____________ TO _____________
NORTH AMERICA
ASIA AND AUSTRALIA LATIN AMERICA EUROPE, MIDDLE EAST
(INCLUDES JAPAN DOMESTIC) (INCLUDES CANADA DOMESTIC) AND AFRICA TOTAL SALES
-------------------------- -------------------------- -------------------------- --------------------------
No. of Order Size No. of Order Size No. of Order Size No. of Order Size
Type of Investor Sales $ Amount Range Sales $ Amount Range Sales $ Amount Range Sales $ Amount Range
------------------- ------ -------- ---------- ------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Bank Portfolios
Central Banks
Government Funds
- Central/State
- Local
Individuals
Insurance Companies
- Life
- Casualty
Investment Managers
- Bank/Trust
- Others
Pension Funds
- Government
- Corporate
Broker/Dealers
Corporate
3
CANADA MORTGAGE AND HOUSING CORPORATION
U.S. $750,000,000 5.00% BONDS DUE SEPTEMBER 1, 2011
SECONDARY MARKET DISTRIBUTION REPORT FOR THE PERIOD
FROM _____________ TO _____________
CANADA DOMESTIC
------------------------------
No. of Order Size
Type of Investor Sales $ Amount Range
---------------- ------ -------- ----------
Bank Portfolios
Government Funds
- Provincial
- Local
Individuals
Insurance Companies
- Life
- Casualty
Investment Managers
- Bank/Trust
- Others
Pension Funds
- Government
- Corporate
Broker/Dealers
Corporate
JAPAN DOMESTIC
------------------------------
No. of Order Size
Type of Investor Sales $ Amount Range
---------------- ------ -------- ----------
Bank Portfolios
Government Funds
- Provincial
- Local
Individuals
Insurance Companies
- Life
- Casualty
Investment Managers
- Bank/Trust
- Others
Pension Funds
- Government
- Corporate
Broker/Dealers
Corporate
4