-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ca33Kw32wKpSUYgW1O59VOwI7w2Tx+OUPRiF6JJuofUH5lzPAUAyoUZs1OnMbx7L LsPuP4ZrcwvunlE3CLc/cA== 0001206212-06-000216.txt : 20060914 0001206212-06-000216.hdr.sgml : 20060914 20060914092920 ACCESSION NUMBER: 0001206212-06-000216 CONFORMED SUBMISSION TYPE: 18-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060914 FILED AS OF DATE: 20060914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANADA MORTGAGE & HOUSING CORP CENTRAL INDEX KEY: 0000912239 STANDARD INDUSTRIAL CLASSIFICATION: FOREIGN GOVERNMENTS [8888] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 18-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-69124 FILM NUMBER: 061089695 BUSINESS ADDRESS: STREET 1: 501 PENNSYLVANIA AVE NW STREET 2: C/O CANADIAN EMBASSY CITY: WASHINGTON STATE: DC ZIP: 20001 18-K/A 1 m33041a1e18vkza.txt FORM 18-K/A FORM 18-K/A AMENDMENT NO. 1 For Foreign Governments and Political Subdivisions Thereof SECURITIES AND EXCHANGE COMMISSION Washington, D.C. ANNUAL REPORT of CANADA MORTGAGE AND HOUSING CORPORATION (An agent of Her Majesty in right of Canada) (Name of Registrant) Date of end of last fiscal year: December 31, 2005 SECURITIES REGISTERED* (As of close of fiscal year) ----------
Names of Amounts as to which exchanges on Title of Issue registration is effective which registered - -------------- ------------------------- ---------------- N/A N/A N/A
Names and address of persons authorized to receive notices and communications from the Securities and Exchange Commission: His Excellency The Honorable Michael H. Wilson Canadian Ambassador to the United States of America Economic and Trade Policy Canadian Embassy 501 Pennsylvania Avenue, N.W. Washington, D.C. 20001 Copies to: ROBERT W. MULLEN, JR. Milbank, Tweed, Hadley & McCloy LLP 1 Chase Manhattan Plaza New York, N.Y. - ---------- * The Registrant is filing this Amendment No. 1 to its annual report on a voluntary basis. This amendment to Canada Mortgage and Housing Corporation's ("CHMC's") Annual Report on Form 18-K for the year ended December 31, 2005 is being filed to include as exhibits to such Form 18-K: (i) the Fiscal Agency Agreement dated as of September 14, 2006 between CMHC and Royal Bank of Canada, London Branch, (ii) the Underwriting Agreement dated September 7, 2006 among CMHC and CIBC World Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and TD Securities (USA) LLC, as representatives of the several underwriters, (iii) the Opinion and Consent of Douglas V. Tyler, General Counsel of CMHC and (iv) the Consent of Milbank, Tweed, Hadley & McCloy LLP, U.S. Counsel for CMHC, all of which were prepared in connection with the offering of U.S.$750,000,000 5.00% United States Dollar Bonds due September 1, 2011 (the "Bonds") described in its Prospectus Supplement dated September 7, 2006 (the "Prospectus Supplement") to its Prospectus dated August 14, 2003 (the "Basic Prospectus"). That portion of the Bonds offered by the Prospectus Supplement and the Basic Prospectus sold or to be sold in the United States or in circumstances where registration of the Bonds is required has been registered under Registration Statement No. 333-107880. Such portion is not expected to exceed an aggregate principal amount of U.S.$506,400,000. Following the completion of the offering of the Bonds offered by the Prospectus Supplement and the Basic Prospectus an aggregate of U.S.$627,600,000 will remain registered on Registration Statement No. 333-107880. The exhibits to CMHC's Annual Report on Form 18-K for the year ended December 31, 2005, as hereby amended, are as follows: (1) Current Canada Mortgage and Housing Corporation Information (previously filed). (2) Consent of Ronald C. Thompson, CA, Assistant Auditor General for the Auditor General of Canada and Raymond Chabot, Grant Thornton, LLP (previously filed). (3) Auditor General Power of Attorney (previously filed). (4) Fiscal Agency Agreement. (5) Underwriting Agreement. (7) Opinion and Consent of Douglas V. Tyler, General Counsel of CMHC. (8) Consent of Milbank, Tweed, Hadley & McCloy LLP. It is estimated that the expenses of CMHC in connection with the sale of the Bonds will be as follows: Filing Fee.................................. U.S.$40,968 Legal....................................... 60,000 Printing.................................... 10,000 Reimbursement of Underwriters' Expenses..... 60,000 Miscellaneous Expenses...................... 14,032 ------------ U.S.$185,000 ============
2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment number one to its annual report to be signed on its behalf by the undersigned, thereunto duly authorized, at Ottawa, Canada, on the 14th day of September, 2006. Canada Mortgage and Housing Corporation /s/ Mark Chamie ---------------------------------------- Mark Chamie, Treasurer EXHIBIT INDEX (1) Current Canada Mortgage and Housing Corporation Information (previously filed). (2) Consent of Ronald C. Thompson, CA, Assistant Auditor General for the Auditor General of Canada and Raymond Chabot, Grant Thornton, LLP (previously filed). (3) Auditor General Power of Attorney (previously filed). (4) Fiscal Agency Agreement. (5) Underwriting Agreement. (7) Opinion and Consent of Douglas V. Tyler, General Counsel of CMHC. (8) Consent of Milbank, Tweed, Hadley & McCloy LLP. EX-4 2 m33041a1exv4.txt FISCAL AGENCY AGREEMENT EXHIBIT 4 CANADA MORTGAGE AND HOUSING CORPORATION U.S.$750,000,000 5.00% UNITED STATES DOLLAR BONDS DUE SEPTEMBER 1, 2011 ---------- FISCAL AGENCY AGREEMENT ---------- DATED AS OF SEPTEMBER 14, 2006 CANADA MORTGAGE AND HOUSING CORPORATION FISCAL AGENCY AGREEMENT dated as of September 14, 2006, between Canada Mortgage and Housing Corporation ("CMHC"), a federal Crown corporation and an agent of Her Majesty in right of Canada and Royal Bank of Canada, London Branch, a Canadian chartered bank, as fiscal agent, transfer agent, registrar and principal paying agent. 1. UNDERWRITING AGREEMENT. CMHC has entered into an Underwriting Agreement dated September 7, 2006 (the "UNDERWRITING AGREEMENT") with CIBC World Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated and TD Securities (USA) LLC as representatives of the several underwriters listed on Schedule I thereto (the "REPRESENTATIVES"), providing for the issue and sale by CMHC of U.S.$750,000,000 aggregate principal amount of 5.00% United States Dollar Bonds due September 1, 2011 (the "BONDS"). 2. APPOINTMENT OF REGISTRAR; PAYING AGENTS (a) CMHC, hereby appoints Royal Bank of Canada, London Branch, at present having its principal office at 71 Queen Victoria Street, London EC4V 4DE, England, as fiscal agent, transfer agent, registrar and principal paying agent of CMHC for the Bonds, upon the terms and conditions set forth herein. Royal Bank of Canada, London Branch, accepts such appointments, and along with its successors as such fiscal agent, transfer agent, registrar and principal paying agent is hereinafter referred to as the "REGISTRAR". (b) CMHC may from time to time appoint one or more additional agents (hereinafter called a "PAYING AGENT" or the "PAYING AGENTS") for the payment (subject to the applicable laws and regulations) of the principal of and interest and Additional Amounts (as defined in the terms and conditions of the Bonds), if any, on the Bonds at such place or places as CMHC may determine pursuant to a written paying agency agreement (a "PAYING AGENCY AGREEMENT"). CMHC may at any time terminate the appointment of any Paying Agent; provided that if definitive bonds are issued and for so long as the Bonds are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, CMHC will appoint and maintain a Paying Agent in Luxembourg and in such circumstances CMHC will also maintain a paying agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC of June 3, 2003. Upon the appointment of a Paying Agent in Luxembourg and in the event of a change in the Luxembourg Paying Agent, notice will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the d'Wort) or on the Luxembourg Stock Exchange website at www.bourse.lu. CMHC will keep the Registrar informed as to the name, address and telephone and facsimile numbers of each Paying Agent appointed by it and will notify the Registrar of the resignation of any Paying Agent. The Registrar shall arrange with each Paying Agent for the payment, as provided herein, of the principal of and interest and Additional Amounts, if any, on the Bonds on terms approved by CMHC (further references herein to principal and interest shall be deemed to also refer to any Additional Amounts). -2- 3. FORM. (a) The Bonds shall initially be issued in the form of two fully registered global certificates without coupons, one in the principal amount of U.S.$ 500,000,000 and one in the principal amount of U.S.$250,000,000 (such registered global certificates and any registered global certificate issued upon any transfer or exchange thereof or in replacement therefor are hereinafter collectively referred to as the "GLOBAL BOND"). The Global Bond shall be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC") and held by DTC. Except in respect of the payment of Additional Amounts, as long as DTC or its nominee is the registered holder of the Global Bond it will be considered the sole owner and holder of the Bonds for all purposes hereunder and under the Global Bond. None of CMHC, the Registrar or any Paying Agent will have any responsibility or liability for any aspect of the records of Cede & Co., DTC, The Canadian Depositary for Securities Limited, Clearstream Banking, societe anonyme or Euroclear Bank S.A./N.V. or any successor in that capacity relating to payments made by such clearing systems on account of beneficial interests in the Global Bond. Except as provided in Section 6 hereof, owners of beneficial interests in the Global Bond will not be entitled to have Bonds registered in their names, will not receive or be entitled to receive Bonds in definitive registered form and will not be considered owners or holders thereof under this Agreement. The Global Bond will be substantially in the form attached hereto as Exhibit 1. (b) All Bonds (including the Global Bond) shall be executed on behalf of CMHC by the signature, manual or in facsimile, of any two of the President, the Vice-President Corporate Services and Chief Financial Officer, the General Manager, Ontario Region and Managing Director, Securitization, the Treasurer and the Assistant Treasurer or other authorized officer and shall be sealed with the manual or facsimile seal of CMHC. In the event that any officer of CMHC who shall have signed or whose facsimile signature shall appear upon any of the Bonds shall cease to hold such office before the Bonds so signed shall actually have been authenticated, registered or delivered, such Bonds nevertheless may be authenticated, registered and delivered with the same force and effect as though such person who signed such Bonds had not ceased to be such official of CMHC. 4. AUTHENTICATION. The Registrar shall, upon receipt of Bonds duly executed on behalf of CMHC, together with a written order or orders to authenticate and deliver Bonds in a stated aggregate principal amount, (i) authenticate and register not more than the said aggregate principal amount of Bonds and deliver them in accordance with the written order or orders of CMHC and (ii) thereafter authenticate, register and deliver Bonds in accordance with the provisions of Sections 5, 6 and 8 of this Agreement. Except as provided in Section 9(d) of this Agreement, the total amount of the Bonds to be issued and outstanding at any time, whether in the form of a Global Bond or Bonds in definitive registered form, issued in exchange for the Global Bond, shall not exceed U.S. $750,000,000 in aggregate principal amount, plus the aggregate principal amount of any additional Bonds issued by CMHC pursuant to any supplement hereto in accordance with Section 15 of this Agreement. -3- 5. REGISTRATION, TRANSFERS AND EXCHANGES. (a) The Registrar, as agent of CMHC for such purpose, shall at all times keep at its principal offices in the City of London, England, a register or registers (hereinafter the "REGISTER" or "REGISTERS") for the registration of Bonds and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of Bonds and the particulars of the Bonds held by them. Subject to Section 6 hereof, upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds for a like aggregate principal amount. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or Bonds of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Bonds. CMHC and the Registrar shall not be required to make any exchange of Bonds if as a result thereof, CMHC would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. (b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange for Bonds of other denominations shall be so dated that neither gain nor loss of interest shall result from such registration of transfer or exchange. (c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in form satisfactory to the Registrar, which form shall be in accordance with the prevailing Canadian transfer regulations and practices and duly executed by the registered holder or its duly authorized attorney. (d) The Registrar shall not impose any service charge on the registered holder on any such registration of transfer or exchange of Bonds; however, CMHC may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith. (e) CMHC, the Registrar and any Paying Agent may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond, subject to the provisions of the Global Bond, whether or not such Bond be overdue, and none of CMHC, the Registrar or any Paying Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to CMHC, the Registrar and any Paying Agent for the amount so paid. (f) The Registrar shall not be required to register any transfer or exchange of Bonds during the period from (i) any Regular Record Date (as defined in the Bonds) to the corresponding Interest Payment Date (as defined in the Bonds) or Maturity Date (as defined in the Bonds) or (ii) from the close of business on the 15th calendar day preceding the date of early redemption of the Bonds (the "REDEMPTION RECORD DATE") to the date of early redemption of the Bonds (the "REDEMPTION DATE") and for the purposes of any interest payment made in accordance with Section 7(b) or (c) hereof, such payment shall be made to -4- those persons in whose names the Bonds are registered on such Regular Record Date or Redemption Record Date, as the case may be. 6. SPECIAL PROVISIONS RELATING TO THE GLOBAL BOND. (a) Unless the Global Bond is presented by an authorized representative of DTC to CMHC, the Registrar or their respective agents for registration of transfer, exchange or payment, and any replacement Global Bond issued is registered in the name of a nominee of DTC as requested by such authorized representative and any payment is made to such nominee of DTC, any transfer, pledge or other use of the Global Bond for value or otherwise shall be wrongful since the registered holders thereof have an interest therein. (b) Except as provided in this subparagraph, Bonds will not be issued in definitive registered form. If at any time DTC notifies CMHC that it is unwilling or unable to continue as depositary for the Global Bond or if at any time DTC ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, or otherwise ceases to be eligible to be a depositary, CMHC shall appoint a successor depositary with respect to the Global Bond. If a successor depositary for the Global Bond is not appointed by CMHC within 90 days after CMHC receives such notice or becomes aware of such ineligibility, CMHC shall execute Bonds in definitive registered form, and the Registrar, upon receipt thereof, shall authenticate and deliver such Bonds in definitive registered form without coupons, in denominations of U.S.$5,000 and integral multiples thereof, in an aggregate principal amount equal to the aggregate principal amount of the Global Bond as of the exchange date. (c) CMHC may at any time and in its sole discretion determine not to have any of the Bonds held in the form of the Global Bond. In such event CMHC shall execute Bonds in definitive registered form, and the Registrar, upon receipt thereof, shall authenticate and deliver such Bonds in definitive registered form without coupons, in denominations of U.S.$5,000 and integral multiples thereof, in an aggregate principal amount equal to the aggregate principal amount of the Global Bond as of the exchange date. (d) Upon the exchange of the Global Bond for Bonds in definitive registered form, the Registrar shall cancel such Global Bond and shall reduce the holdings of Cede & Co. on the Register to nil. Bonds in definitive registered form issued in exchange for the Global Bond pursuant to this section shall be registered in such name as DTC, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Registrar or CMHC. The Registrar shall deliver such Bonds in definitive registered form to or as directed by the persons in whose names such definitive registered Bonds are so registered and shall direct all payments to be made in respect of such Bonds in definitive registered form to the registered holders thereof on or after such exchange regardless of whether such exchange occurred after the record date for such payment. (e) All Bonds in definitive registered form issued upon the exchange of the Global Bond shall be valid obligations of CMHC, evidencing the same debt, entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to a Global Bond) as the Global Bond surrendered upon such exchange. -5- 7. PAYMENT. (a) CMHC will pay to the Registrar, in same day funds, in United States dollars, to an account to be specified by the Registrar, on the day on which the same shall become due (or the next following Business Day if such due date falls upon a day which is not a Business Day as defined below), all amounts to be paid on the Bonds for principal and interest on that date as required by the terms of the Bonds, and CMHC hereby authorizes and directs the Registrar, from the funds so paid to it, to make payment of the principal and interest in respect of the Bonds in accordance with their terms and the provisions set forth below. For the purposes hereof, "BUSINESS DAY" means a day on which banking institutions in The City of New York, the City of London, England, the City of Toronto or the applicable place of payment are not authorized or obligated by law or executive order to be closed. (b) Payment of principal and interest on the Global Bond shall be made by the Registrar to Cede & Co., as nominee of DTC in United States dollars in accordance with the regular procedures established from time to time by DTC and the Registrar. (c) Payment of principal in respect of Bonds in definitive registered form issued pursuant to Section 6(b) hereof shall be made in United States dollars at the office of the Registrar in the City of London, England, or at the office of any Paying Agent appointed by CMHC for such purpose pursuant to this Fiscal Agency Agreement and any Paying Agency Agreement. Payment of interest due prior to or on the Maturity Date or on any Redemption Date will be made by forwarding by post or otherwise delivering a cheque to the registered addresses of registered holders of Bonds. Such cheque shall be dated the due date for payment and made payable to the order of the registered holder or, in the case of joint registered holders, to the order of all such joint holders (failing instructions from them to the contrary) and shall be sent to the address of that one of such joint holders whose name stands first in the register as one of such joint holders. The Registrar or any Paying Agent appointed by CMHC for such purpose shall mail or otherwise deliver such cheques to the names and addresses of registered holders of Bonds sufficiently in advance of the relevant due date for payment that receipt of such cheques by registered holders on or before the due date is reasonably assured. (d) All monies paid to the Registrar under Section 7(a) of this Agreement shall be held by it in a separate account from the moment when such money is received until the time of actual payment, in trust for the registered holders of Bonds to be applied by the Registrar to payments due on the Bonds at the time and in the manner provided for in this Agreement and the Bonds. Any money deposited with the Registrar for the payment of the principal or interest in respect of any Bond remaining unclaimed for two years after such principal or interest shall have become due and payable shall be repaid to CMHC without interest, and the registered holder of a Bond may thereafter look only to CMHC for any payment to which such holder may be entitled. (e) All monies paid to any Paying Agent for the payment of principal of or interest on any Bonds shall be held by it in a separate account from the moment when such money is received until the time of actual payment, in trust for the registered holders of such Bonds and shall be applied as set forth herein and in the Bonds. 8. MUTILATED, DESTROYED, STOLEN OR LOST BOND CERTIFICATES. -6- (a) If any Bond certificate is mutilated, defaced, destroyed, stolen or lost, application for replacement shall be made to the Registrar who shall promptly transmit such application to CMHC. Such application shall be accompanied by the mutilated or defaced certificate or proof, satisfactory to CMHC in its discretion, of the destruction, theft or loss of the certificate, and upon receipt by CMHC of an indemnity satisfactory to it, CMHC shall execute a new certificate of like tenor, and upon written instructions from CMHC, the Registrar shall thereupon cancel the mutilated or defaced certificate or adjust the Register to reflect the destruction, theft or loss of a certificate, as the case may be, and authenticate, register and deliver such new certificate in exchange for the mutilated or defaced certificate or in substitution for the destroyed, stolen or lost certificate. Such replacement certificate shall be so dated that neither gain nor loss in interest will result from such exchange or substitution. All expenses associated with procuring any indemnity and with the preparation, authentication and delivery of a replacement certificate will be borne by the registered holder of the mutilated, defaced, destroyed, stolen or lost Bond certificate. (b) Whenever any Bond, alleged to have been lost, stolen or destroyed for which a replacement Bond has been issued, is presented to the Registrar or any Paying Agent for payment at maturity or redemption or for registration of transfer or exchange, the Registrar or the Paying Agent, as the case may be, shall immediately notify CMHC in respect thereof and shall deal with such Bond only in accordance with CMHC's instructions. 9. MATURITY, REDEMPTION AND PURCHASES. (a) Unless previously redeemed for tax reasons as provided in the terms and conditions of the Bonds, or repurchased by CMHC, as provided below, the principal amount of the Bonds is due and payable on September 1, 2011. (b) In accordance with the terms and conditions of the Bonds, upon receipt of a notice to redeem and a certificate of CMHC, as set forth in the Bonds, not less than 30 days and no more than 60 days prior to the date fixed for redemption, the Registrar shall cause to be published, in accordance with Section 19(b) hereof, on behalf of CMHC a notice of redemption stating: (i) the Redemption Date; (ii) the redemption price; and (iii) if applicable, the place or places of surrender of the Bonds to be redeemed. (c) CMHC may, if not in default under the Bonds, at any time, purchase Bonds in the open market, or by tender or by private contract at any price, in accordance with applicable law and may cause the Registrar to cancel any Bonds so purchased. (d) If CMHC elects to purchase and have cancelled any Bonds when Bonds have been issued in the form of a Global Bond, it may require the Registrar to register such cancellation and reduce or to instruct DTC to reduce the outstanding aggregate principal amount of the Global Bond in accordance with the regular procedures of DTC in effect at such time. In addition, upon CMHC's cancellation of any such Bonds, the Registrar shall deem that the maximum amount of the Bonds to be issued and outstanding at any time (as described in Section 4 hereof) shall be reduced by the principal amount of the Bonds so cancelled. 10. CANCELLATION AND DESTRUCTION. All Bonds which are paid on the Maturity Date or the Redemption Date, or surrendered for registration of transfer or exchange for other -7- certificates or replacement, shall be cancelled by the Registrar who shall register such cancellation. The Registrar shall, as soon as practicable after the date of cancellation of Bonds under this section or Section 8(a) or the date that the Register is adjusted to reflect the destruction, theft or loss of a certificate pursuant to Section 8(a) hereof, furnish CMHC with a certificate or certificates stating the serial numbers and total number of Bonds that have been cancelled. The Registrar shall destroy all cancelled Bonds in accordance with the instructions of CMHC and shall furnish to CMHC, on a timely basis, certificates of destruction stating the serial numbers, dollar value and total number of all Bonds destroyed hereunder. 11. (a) LIMIT ON LIABILITY. In acting under this Agreement, the Registrar and any Paying Agent are acting solely as agents of CMHC and do not assume any obligation or relationship of agency or trust for or with any of the holders of the Bonds, except that all funds held by the Registrar or any Paying Agent for payment of principal or interest shall be held in trust for the registered holders of Bonds as provided in this Agreement. (b) RIGHTS AND LIABILITIES OF REGISTRAR. The Registrar shall incur no liability for, or in respect of, any action taken, omitted to be taken or suffered by it in reliance upon any Bond, certificate, affidavit, instruction, notice, request, direction, order, statement or other paper, document or communication reasonably believed by it to be genuine. Any order, certificate, affidavit, instruction, notice, request, direction, statement or other communication from CMHC made or given by it and sent, delivered or directed to the Registrar under, pursuant to, or as permitted by, any provision of this Agreement shall be sufficient for purposes of this Agreement if such communication is in writing and signed by the duly authorised representatives of and certified as such by CMHC. (c) RIGHT OF AGENT TO OWN BONDS. The Registrar and each Paying Agent, and their officers, directors and employees, may become the holder of, or acquire any interest in, any Bonds, with the same rights that it or they would have if it were not the Registrar or a Paying Agent hereunder, or they were not such officers, directors or employees, and may engage or be interested in any financial or other transaction with CMHC and may act on, or as depositary, trustee or agent for, any committee or body of holders of Bonds or other obligations of CMHC as freely as if it were not the Registrar or a Paying Agent hereunder or they were not such officers, directors or employees. 12. EXPENSES AND INDEMNITY. (a) In connection with the Registrar's appointment and duties as Registrar, CMHC will pay the Registrar compensation in an amount separately agreed upon by CMHC and the Registrar. CMHC will indemnify and hold harmless the Registrar and each Paying Agent against all claims, actions, demands, damages, costs (including reasonable fees of counsel), losses or liability which may be incurred by the Registrar or any Paying Agent by reason of, or in connection with, the Registrar's or any Paying Agent's appointment and duties as such, except as such result from any negligent act or omission, bad faith or wilful misconduct of the Registrar or any Paying Agent or their respective directors, officers, employees or agents. In addition, CMHC shall, pursuant, to arrangements separately agreed upon by CMHC and the Registrar, transfer to the Registrar, upon presentation of substantiating documentation satisfactory to CMHC, amounts sufficient to reimburse the Registrar for certain out-of-pocket expenses reasonably incurred by it and by any Paying Agent in connection with their -8- services. The obligation of CMHC under this subparagraph shall survive payment of the Bonds and resignation or removal of the Registrar. (b) The Registrar and each Paying Agent agrees to indemnify and hold harmless CMHC against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or wilful misconduct of the Registrar or any Paying Agent as the case may be or their respective directors, officers, employees or agents. The obligations of the Registrar and each Paying Agent under this subparagraph shall survive payment of the Bonds and resignation or removal of the Registrar. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim or action). If an indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances. 13. (a) SUCCESSOR REGISTRAR. CMHC agrees that there shall at all times be a Registrar hereunder and that the Registrar shall be a Canadian or United States bank or trust company; provided that CMHC may choose to act at any time as its own fiscal agent, transfer agent, registrar and principal paying agent. The Registrar shall not transfer or assign this Agreement or any interest or obligation herein without CMHC's prior written consent. Any corporation into which the Registrar hereunder may be amalgamated, merged or converted, or any corporation with which the Registrar may be consolidated, or any corporation resulting from any amalgamation, merger, conversion or consolidation to which the Registrar shall sell or otherwise transfer all or substantially all of the corporate trust business of the Registrar, provided that it shall be qualified as aforesaid, shall be the successor Registrar under this Agreement without the -9- execution or filing of any paper or any further act on the part of any of the parties hereto, but subject to prior notice to and the prior approval of CMHC. (b) RESIGNATION. The Registrar may at any time resign by giving written notice to CMHC of its resignation, specifying the date on which its resignation shall become effective (which shall not be less than 60 days after the date on which such notice is given unless CMHC shall agree to a shorter period); provided that no such notice shall expire less than 30 days before or 30 days after the due date for any payment of principal or interest in respect of the Bonds. CMHC may remove the Registrar at any time by giving written notice to the Registrar specifying the date on which such removal shall become effective. Such resignation or removal shall only take effect upon the appointment by CMHC of a successor Registrar and upon the acceptance of such appointment by such successor Registrar. Any Paying Agent may resign or may be removed at any time upon like notice, and CMHC in any such case may appoint in substitution therefor a new Paying Agent or Paying Agents. (c) BANKRUPTCY OR INSOLVENCY OF REGISTRAR. The appointment of the Registrar hereunder shall forthwith terminate, whether or not notice of such termination shall have been given, if at any time the Registrar becomes incapable of performing its duties hereunder, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a liquidator or receiver of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for the winding up or dissolution of the Registrar, or if a liquidator or receiver of the Registrar of all or any substantial part of its property is appointed, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, or if any public officer takes charge or control of the Registrar or its property or affairs for the purposes of rehabilitation, conservation or liquidation. (d) APPOINTMENT OF SUCCESSOR. Prior to the effective date of any such resignation or removal of the Registrar, or if the Registrar shall become unable to act as such or shall cease to be qualified as aforesaid, CMHC shall appoint a successor Registrar, qualified as aforesaid. Upon the appointment of a successor Registrar and its acceptance of such appointment, the retiring Registrar shall, at the direction of CMHC and upon payment of its compensation and expenses then unpaid, deliver and pay over to its successor any and all securities, money and any other properties then in its possession as Registrar and shall thereupon cease to act hereunder. (e) PAYMENT OF CERTAIN REGISTRAR'S FEES UPON TERMINATION. If the Registrar resigns or ceases to act as CMHC's fiscal agent in respect of the Bonds pursuant to Section 13(b) or (c) of this Agreement, the Registrar shall only be entitled to annual fees otherwise payable to it under this Agreement on a pro rata basis for that period since the most recent anniversary of this Agreement during which the Registrar has acted as fiscal agent hereunder. In the event that the Registrar ceases to act as CMHC's fiscal agent in respect of the Bonds for any other reason, the Registrar shall be entitled to receive the full amount of the annual fees payable to it in respect of the Bonds pursuant to Section 12 of this Agreement. -10- 14. MEETINGS OF HOLDERS OF BONDS. (a) The Registrar shall convene a meeting of the registered holders of the Bonds for any lawful purpose affecting their interests upon receipt of a written request of CMHC or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by CMHC or the registered holders of Bonds signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, CMHC or such registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto or such other place as may be approved or determined by CMHC. (b) At least 21 days notice of any meeting shall be given to the registered holders of the Bonds in the manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by post to the Registrar unless the meeting has been called by the Registrar, and to CMHC, unless the meeting has been called by CMHC. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions. (c) A registered holder of Bonds may appoint any person by instrument in writing as the holder's proxy in respect of a meeting of the holders of Bonds or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Bonds must notify clearing system participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Bonds. (d) Some person, who need not be a registered holder of Bonds, nominated in writing by the Registrar shall be chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in person or by proxy shall choose some person present to be chairperson, and, failing such choice, CMHC may appoint a chairperson. (e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a day on which banking institutions in the City of Toronto and at the applicable place where the meeting is to take place are not authorized or obligated by law or executive order to be closed, in which case it shall stand adjourned until the next such day following thereafter) at the same time and place unless the chairperson appoints some other place in the City of Toronto or some -11- other day or time of which not less than 7 days notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Bonds then outstanding. (f) The chairperson of any meeting at which a quorum of the registered holders of Bonds is present may, with the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairperson or demanded by a show of hands by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairperson shall direct. (h) On a poll each registered holder of Bonds present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S.$5,000 principal amount of Bonds of which the person shall then be the registered holder. A proxy need not be a holder of Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, only one of them may vote in respect of each U.S.$5,000 principal amount of Bonds of which they are joint registered holders. (i) CMHC and the Registrar, by their authorized representatives, officers and directors, and the financial and legal advisors of CMHC and the Registrar may attend any meeting of the registered holders of Bonds but shall have no vote as such. (j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may modify or amend this Agreement and the Bonds by Extraordinary Resolution (as defined below). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds in accordance with the definition below shall be binding on all holders of Bonds; however no such modification or amendment to this Agreement or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of the principal of any Bond or change any interest payment date; (b) reduce the principal amount thereof or the rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the percentage of principal amount of Bonds necessary for the taking of any action, including modification or amendment of this -12- Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. As long as the Bonds are listed on the Luxembourg Stock Exchange, notice of any amendment will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the d'Wort) or on the Luxemboug Stock Exchange website at www.bourse.lu. The term "EXTRAORDINARY RESOLUTION" is defined as a resolution passed at a meeting of registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of the Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66 2/3% in principal amount, of the outstanding Bonds. (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Registrar at the expense of CMHC and any such minutes, if signed by the chairperson of the meeting at which such resolutions were passed or proceedings taken, or by the chairperson of the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken. (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Bonds shall be binding upon all the holders of Bonds, whether present at or absent from such meeting, and every instrument in writing signed by holders of Bonds in accordance with paragraph (j) of this Section 14 shall be binding upon all the holders of Bonds (whether or not a signatory). Subject to the provisions of its indemnity herein contained, the Registrar shall be bound to give effect accordingly to every such Extraordinary Resolution. (m) The Registrar, or CMHC with the approval of the Registrar, may from time to time make and from time to time vary such regulations as it shall from time to time deem fit: (i) for the deposit of instruments appointing proxies at such place as the Registrar, CMHC or the registered holders of Bonds convening a meeting, as the case may be, may in the notice convening such meeting direct; and (ii) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communication before the meeting to CMHC or to the Registrar at the place where the -13- same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting. Any regulation so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their duly appointed proxies. 15. FURTHER ISSUES. CMHC may from time to time, without notice to or the consent of the registered holders of the Bonds, create and issue further bonds ranking pari passu with the Bonds in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further bonds or except for the first payment of interest following the issue date of such further bonds) and so that such further bonds shall be consolidated and form a single series with the Bonds and shall have the same terms as to status, redemption or otherwise as the Bonds. Any further bonds shall be issued with the benefit of an agreement supplemental to this Agreement. 16. REPORTS. The Registrar shall furnish to CMHC such reports as may be required by CMHC relative to the Registrar's performance under this Agreement. CMHC may, whenever it deems it necessary, inspect books and records maintained by the Registrar pursuant to this Agreement, if any. 17. FORWARDING OF NOTICE. If the Registrar shall receive any notice or demand addressed to CMHC pursuant to the provisions of the Bonds, the Registrar shall promptly forward such notice or demand to CMHC. 18. AMENDMENTS. This Agreement and the Bonds may be amended or supplemented by CMHC and the Registrar, without notice to or the consent of the registered holder of any Bond, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or in the Bonds, or effecting the issue of further bonds as described under Section 15 of this Agreement, or in any other manner which CMHC may deem necessary or desirable and which, in the reasonable opinion of CMHC and the Registrar shall not adversely affect the interests of the holders of the Bonds. 19. NOTICES. (a) Any communications from CMHC to the Registrar with respect to this Agreement shall be addressed to Royal Bank of Canada, London Branch, 71 Queen Victoria Street, London EC4V 4DE, England Attention: Bond Agency, Fax No. 020 7029 7946 and any communications from the Registrar to CMHC with respect to this Agreement shall be addressed to Canada Mortgage and Housing Corporation, 700 Montreal Road, Ottawa, Ontario, K1A OP7, Attention: Treasurer, Fax No. (613) 748-5147, (or such other address as shall be specified in writing by the Registrar or CMHC, as the case may be) and shall be delivered in person or sent by first class prepaid post or by facsimile transmission subject, in the case of facsimile transmission, to confirmation of receipt by telephone, to the foregoing addresses. Such notice shall take effect in the case of delivery in person, at the time of delivery, in the case of delivery by first class prepaid post seven (7) Business Days after dispatch and in the case of delivery by facsimile transmission, at the time of confirmation by telephone. -14- (b) All notices to the registered holders of Bonds will be mailed or delivered to such holders at their addresses indicated in records maintained by the Registrar and, as long as the Bonds are listed on the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require, notices will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the d'Wort) or on the Luxemboug Stock Exchange website at www.bourse.lu. Any such notice shall be deemed to have been given on the date of such delivery or publication, as the case may be, or in the case of mailing, on the second Business Day after such mailing. 20. GOVERNING LAW AND COUNTERPARTS. This Agreement shall be governed by, and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 21. HEADINGS. The headings for the sections of this Agreement are for convenience only and are not part of this Agreement. 22. ENUREMENT. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. IN WITNESS WHEREOF, the parties hereto have executed this Fiscal Agency Agreement as of the date first above written. CANADA MORTGAGE AND HOUSING CORPORATION By: /s/ Mark Chamie ------------------------------------ Name: Mark Chamie Title: Treasurer By: /s/ Nigel Stephens ------------------------------------ Name: Nigel Stephens Title: Assistant Treasurer Seal -15- ROYAL BANK OF CANADA, LONDON BRANCH By: /s/ Joseph Cardella ------------------------------------ Name: Joseph Cardella Title: Authorized Signatory -16- EXHIBIT 1 [Form of Global Bond] Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to CMHC (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. SERIES: GUS [6] CUSIP: 135143AZ8 REGISTERED NO. FR0001 [FR0002] ISIN: US135143AZ84 CANADA MORTGAGE AND HOUSING CORPORATION 5.00% UNITED STATES DOLLAR BOND DUE SEPTEMBER 1, 2011 Canada Mortgage and Housing Corporation, a federal Crown corporation and an agent of Her Majesty in right of Canada ("CMHC"), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum set forth in Schedule One hereto from time to time (the "PRINCIPAL AMOUNT") in lawful money of the United States of America on September 1, 2011 (the "MATURITY DATE") (or on such earlier date as the Principal Amount may become payable hereunder), upon presentation and surrender of this Bond and to pay interest thereon at the rate of 5.00% per annum from September 14, 2006 together with Additional Amounts (as defined herein), if any. Interest for the period from and including September 14, 2006 to but excluding March 1, 2007 will be payable on March 1, 2007 (the "FIRST INTEREST PAYMENT DATE"). Interest will thereafter be payable in two equal semi-annual instalments in arrears on March 1 and September 1 in each year (the First Interest Payment Date and each such date an "INTEREST PAYMENT DATE") until the principal hereof is paid. This is a fully registered global bond (the "GLOBAL BOND") in respect of a duly authorized issue of debt securities of CMHC designated as its 5.00% United States Dollar Bonds due September 1, 2011 (the "BONDS"), initially limited in aggregate principal amount to U.S.$750,000,000. This Global Bond and all the rights of the registered holder hereof are expressly subject to a Fiscal Agency Agreement dated as of September 14, 2006 (the "FISCAL AGENCY AGREEMENT" which term includes any agreement supplemental thereto), between CMHC and Royal Bank of Canada, London Branch, as fiscal agent, transfer agent, registrar and principal paying agent (the "REGISTRAR", which term includes any successor as fiscal agent, transfer agent, registrar and principal paying agent) to which Fiscal Agency Agreement reference is hereby made for a statement of the respective rights, duties and immunities of CMHC, the Registrar and holders of the Bonds and the terms upon which the Bonds are, and are to be, authenticated and delivered. This Global Bond and the Fiscal Agency Agreement together constitute a contract. The registered holder by acceptance of this Global Bond assents to and is deemed to have notice of the Fiscal Agency Agreement. Capitalized terms not defined herein shall have the meaning assigned to them in the Fiscal -17- Agency Agreement. Further references herein to principal or interest shall be deemed to also refer to any Additional Amounts which may be payable hereunder. This Global Bond is issued under the authority of the resolution of the Board of Directors of CMHC dated August 22, 2006 and the issue and sale of the Bonds has been approved by the Minister of Finance of Canada. This Global Bond shall for all purposes be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario. Payment of the principal of and interest on this Global Bond constitutes a charge on and is payable out of the Consolidated Revenue Fund of Canada. This Global Bond constitutes a direct unconditional obligation of CMHC and as such carries the full faith and credit of Canada and constitutes a direct unconditional obligation of and by Canada. Each Bond ranks equally with all of CMHC's other unsecured and unsubordinated indebtedness and obligations from time to time outstanding. Interest on this Global Bond will accrue from September 14, 2006 until the First Interest Payment Date and thereafter from the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from September 14, 2006, until the principal hereof has been paid or duly made available for payment. Interest on this Global Bond will cease to accrue on the date fixed for redemption (as described hereinafter) or repayment unless payment of principal is improperly withheld or refused. Any overdue principal or interest on this Global Bond shall bear interest at the rate of 5.00% per annum (before as well as after judgment) until paid, or if earlier, when the full amount of the monies payable has been received by the Registrar and notice to that effect has been given in accordance with the provisions set forth herein. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the maturity hereof will be paid to the person in whose name this Global Bond (or one or more predecessor Global Bonds) is registered at 5:00 p.m., New York time, on February 15 or August 15 (whether or not a Business Day, as defined below), as the case may be, next preceding such Interest Payment Date or maturity, as the case may be (each such day a "REGULAR RECORD DATE"). Any such interest or principal, as the case may be, not so punctually paid or duly provided for will be paid to the person in whose name this Global Bond (or one or more predecessor Global Bonds) is registered at the close of business on a special record date for the payment of such defaulted interest or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner. Interest payments on this Global Bond will include interest accrued to but excluding the applicable Interest Payment Date. Whenever it is necessary to compute any amount of accrued interest in respect of this Global Bond for a period of less than one full year, other than with respect to regular semi-annual interest payments, such interest shall be calculated on the basis of a 360-day year consisting of 12 thirty day months. For the purpose only of disclosure required by the Interest Act (Canada) and without affecting the interest payable on this Global Bond, the yearly rate of interest which is equivalent to the rate of interest for any period of less than a full year may be calculated by multiplying the nominal annual rate of interest by a fraction for which (A) the numerator is the actual number of days in a year commencing on and including the first day of such period and ending on but excluding the corresponding day in the next calendar year and (B) the denominator is 365 or 366, as the case may be. -18- In the event that the Maturity Date, any Redemption Date, or any Interest Payment Date with respect to this Global Bond shall be a day that is not a Business Day, the registered holder hereof shall not be entitled to payment until the next following Business Day, and no further interest shall be paid in respect of the delay in such payment. For purposes hereof, "BUSINESS DAY" means a day on which banking institutions in The City of New York, the City of London, England, the City of Toronto or the applicable place of payment are not authorized or obligated by law or executive order to be closed. If Bonds in definitive registered form are issued in exchange for this Global Bond, payment of the principal on such Bonds will be made upon presentation and surrender of such Bonds at the office of the Registrar maintained for that purpose in the City of London, England, or at the office of any Paying Agent appointed by CMHC for such purpose pursuant to the Fiscal Agency Agreement. Payment of interest due prior to or on the Maturity Date will be made by forwarding by post or otherwise delivering a cheque, to the registered addresses of registered holders of Bonds. Payment of the principal of and interest on the Bonds will be made, in such coin or currency of the United States, as at the time of payment, is legal tender for payment of public and private debts. The Principal Amount of this Global Bond may from time to time be reduced or increased by endorsement by the Registrar on Schedule One hereto in accordance with the terms of the Fiscal Agency Agreement. Upon a further issue of bonds, as contemplated by the Fiscal Agency Agreement and the terms and conditions hereof, the Registrar may, if provided for in a supplemental Fiscal Agency Agreement allowing for a further issue of bonds, endorse Schedule One hereto to reflect the increase of the Principal Amount by an amount equal to the aggregate principal amount of bonds so issued and to be registered in the name of Cede & Co., whereupon the Principal Amount hereof shall be increased for all purposes by the amount so issued and so noted, or issue an additional Global Bond to evidence such further issue of bonds. In the event of any discrepancy between the Principal Amount of this Global Bond and the principal amount of this Global Bond as shown on the Register, the principal amount of this Global Bond as shown on the Register shall prevail. This Global Bond is not subject to any sinking fund and is not redeemable at the option of CMHC, unless certain events occur involving Canadian taxation as set forth below, and is not repayable at the option of the holder prior to maturity. All payments of, or in respect of, principal of and interest on this Global Bond will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or charges of whatsoever nature imposed or levied by or on behalf of the Government of Canada, or any province or political subdivision thereof, or any authority thereof or agency therein having power to tax, unless such taxes, duties, assessments or charges are required by law or by the administration or interpretation thereof to be withheld or deducted. In that event, CMHC (subject to its rights of redemption described herein below) will pay to the registered holder of this Global Bond such additional amounts (the "ADDITIONAL AMOUNTS") as will result (after withholding or deduction of the said taxes, duties, assessments or charges) in the payment to the holders of Bonds of the amounts which would otherwise have been payable in respect of the Bonds in the absence of such taxes, -19- duties, assessments or charges, except that no such Additional Amounts shall be payable with respect to any Bond presented for payment: (a) by or on behalf of a holder who is subject to such taxes, duties, assessments or charges in respect of such Bond by reason of the holder being connected with Canada otherwise than merely by the holding or ownership as a non-resident of Canada of such Bond; or (b) more than 15 days after the Relevant Date, except to the extent that the holder thereof would have been entitled to such Additional Amounts on the last day of such period of 15 days. For this purpose, the "RELEVANT DATE" in relation to any Bond means whichever is the later of: (i) the date on which the payment in respect of such Bond becomes due and payable; or (ii) if the full amount of the moneys payable on such date in respect of such Bond has not been received by the Registrar on or prior to such date, the date on which notice is duly given to the holders of Bonds that such moneys have been so received. Unless previously redeemed for tax reasons, as provided below, or repurchased by CMHC, the Principal Amount of this Global Bond is due and payable on September 1, 2011. The Bonds may be redeemed at the option of CMHC in whole, but not in part, at any time, on giving not less than 30 days and no more than 60 days notice to registered holders of Bonds in accordance with Section 19 of the Fiscal Agency Agreement (which notice shall be irrevocable), at 100% of the principal amount thereof, together with interest accrued thereon to the date fixed for redemption, if (a) CMHC has or will become obliged to pay Additional Amounts as provided herein, as a result of any change in, or amendment to, the laws or regulations of Canada, or any province or political subdivision thereof, or any authority thereof or agency therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after September 7, 2006, and (b) such obligation cannot be avoided by CMHC taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which CMHC would be obliged to pay such Additional Amounts were a payment in respect of the Bonds then due. Prior to the publication of any notice of redemption pursuant to this paragraph, CMHC shall deliver to the Registrar a certificate signed by an officer of CMHC stating that CMHC is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of CMHC so to redeem have occurred. The Registrar has been appointed registrar for the Bonds, and the Registrar will maintain at its office in the City of London, England, a register (herein, the "REGISTER") for the registration and registration of transfers and exchanges of Bonds. Subject to the limitations, terms and conditions set forth herein and in the Fiscal Agency Agreement, this Global Bond may be transferred at the aforesaid office of the Registrar by surrendering this Global Bond for cancellation, and thereupon the Registrar shall issue and register in the name of the transferee, in exchange herefor, a new Global Bond having identical terms and conditions and -20- having a like aggregate principal amount in authorized denominations. Upon the occurrence of certain events specified in Section 6 of the Fiscal Agency Agreement, this Global Bond is exchangeable at said office of the Registrar for Bonds in definitive registered form without coupons of authorized denominations of U.S.$5,000 and integral multiples thereof in an equal aggregate principal amount and having identical terms and conditions as this Global Bond except to the extent that such terms and conditions specifically relate to this Global Bond as a global security. On or after such exchange, the Registrar shall make all payments to be made in respect of such Bonds in definitive registered form to the registered holders thereof regardless of whether such exchange occurred after the record date for such payment. If this Global Bond is surrendered for transfer, it shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar and executed by the registered holder in person or by the holder's attorney duly authorized in writing. No service charge will be imposed for any such transfers and exchanges, but CMHC may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge in connection therewith. The Registrar shall not be required to register any transfer or exchange of this Global Bond during the period from any Regular Record Date to the corresponding Interest Payment Date or Maturity Date or from the close of business on the 15th calendar day preceding the date of early redemption (the "REDEMPTION RECORD DATE") to the date of early redemption (the "REDEMPTION DATE"). Neither CMHC nor the Registrar shall be required to make any exchange of Bonds if as a result thereof, CMHC may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. No provision of this Global Bond or of the Fiscal Agency Agreement shall alter or impair the obligation of CMHC, which is absolute and unconditional, to pay the principal of and interest on this Global Bond at the time, place, and rate, and in the coin or currency, herein prescribed. CMHC, the Registrar and any Paying Agent may treat the holder in whose name this Global Bond is registered as the absolute owner hereof for all purposes, whether or not this Global Bond is overdue, and none of CMHC, the Registrar or any Paying Agent shall be affected by notice to the contrary. All payments to or on the order of the registered holder of this Global Bond are valid and effectual to discharge the liability of CMHC and the Registrar and any Paying Agent hereon to the extent of the sum or sums paid. CMHC's obligation to pay the Principal Amount of, and interest on, this Global Bond will cease if this Global Bond is not presented for payment within a period of two years and a claim for interest is not made within two years from the date on which such principal or interest, as the case may be, becomes due and payable. CMHC and the Registrar may at any time or from time to time, without notice to or the consent of the registered holder of any Bond, enter into one or more agreements supplemental to the Fiscal Agency Agreement to create and issue further bonds ranking pari passu with the Bonds in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further bonds or except for the first payment of interest following the issue date of such further bonds) and so that such further bonds shall be consolidated and form a single series with the Bonds and shall have the same terms as to status, redemption or otherwise as the Bonds. -21- The Fiscal Agency Agreement and the Bonds may be amended by CMHC and the Registrar, without notice to or the consent of the registered holder of any Bond, for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provisions contained therein or herein, or effecting the issue of further bonds as described above or in any other manner which CMHC may deem necessary or desirable and which in the reasonable opinion of CMHC and the Registrar will not adversely affect the interests of the holders of Bonds. The Fiscal Agency Agreement contains provisions for convening meetings of registered holders of Bonds to modify or amend by Extraordinary Resolution (as defined below) the Fiscal Agency Agreement (except as provided in the two immediately preceding paragraphs) and the Bonds (including the terms and conditions contained herein). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of Bonds, whether present or not and an Extraordinary Resolution in the form of an instrument in writing signed by holders of Bonds in accordance with the definition below shall be binding on all holders of Bonds; however, no such modification or amendment to the Fiscal Agency Agreement or to the terms and conditions of the Bonds may, without the consent of the registered holder of each such Bond affected thereby: (a) change the stated maturity of any such Bond or change any interest payment date; (b) reduce the principal amount of any such Bond or the rate of interest payable thereon; (c) change the currency of payment of any such Bond; (d) impair the right to institute suit for the enforcement of any payment on or with any respect to such Bond; or (e) reduce the percentage of the principal amount of Bonds necessary for the taking of any action, including modification or amendment of the Fiscal Agency Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds. As long as the Bonds are listed on the Luxembourg Stock Exchange, notice of any amendment will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the d'Wort) or on the Luxemboug Stock Exchange website at www.bourse.lu. The term "EXTRAORDINARY RESOLUTION" is defined in the Fiscal Agency Agreement as a resolution passed at a meeting of registered holders of Bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of Bonds represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Bonds. The quorum at any such meeting for passing an Extraordinary Resolution is one or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the time outstanding, or at any adjourned meeting called by CMHC or the Registrar, one or more persons being or representing registered holders of Bonds whatever the principal amount of the Bonds so held or represented. All notices to the registered holders of Bonds will be mailed or delivered to such holders at their addresses indicated in records maintained by the Registrar and, as long as the Bonds are listed on the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require, notices will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the d'Wort) or on the Luxemboug Stock Exchange website at -22- www.bourse.lu. Any such notice shall be deemed to have been given on the date of such delivery, or in the case of mailing, on the second Business Day after such mailing. Unless the certificate of authentication hereon has been executed by the Registrar by manual signature, this Global Bond shall not be entitled to any benefit under the Fiscal Agency Agreement or be valid or obligatory for any purpose. IN WITNESS WHEREOF, CMHC, pursuant to due authorization of law, has caused this Global Bond to be duly executed by authorized representatives and the seal of CMHC to be imprinted hereon. DATED: September 14, 2006 CANADA MORTGAGE AND HOUSING CORPORATION By: ------------------------------------ Authorized Signing Officer By: ------------------------------------ Authorized Signing Officer Seal -23- REGISTRAR'S CERTIFICATE OF AUTHENTICATION This is the Bond of the series designated therein referred to in the within-mentioned Fiscal Agency Agreement. ROYAL BANK OF CANADA as Registrar By: --------------------------------- Authorized Signatory -24- SCHEDULE ONE TO THE GLOBAL BOND CANADA MORTGAGE AND HOUSING CORPORATION U.S.$750,000,000 5.00% UNITED STATES DOLLAR BONDS DUE SEPTEMBER 1, 2011 Initial Principal Amount: U.S.$[500,000,000][250,000,000] Adjustments: ___________
AMOUNT OF INCREASE NEW PRINCIPAL DATE (DECREASE) AMOUNT AUTHORIZATION - ---- ---------- ------------- -------------
EX-5 3 m33041a1exv5.txt UNDERWRITING AGREEMENT EXHIBIT 5 CANADA MORTGAGE AND HOUSING CORPORATION UNDERWRITING AGREEMENT September 7, 2006 CIBC World Markets Corp. Merrill Lynch, Pierce, Fenner & Smith 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: 1 (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 2 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 3 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 ("EDGAR") and will cause the Final Prospectus to be filed with the Commission pursuant to said Rule and 4 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. 5 (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. 6 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 7 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 Act 2000, as amended (the "FSMA") received by 8 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 9 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 10 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 Douglas V. Tyler, 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. 11 (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, Hadley & McCloy 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, Hadley & McCloy LLP may rely on the opinion of Douglas V. Tyler, General Counsel of CMHC, as to matters of Canadian and Ontario law. (d) The Representatives shall have received from Davis Polk & Wardwell, 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 Davis Polk & Wardwell 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, Davis Polk & Wardwell 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 Douglas V. Tyler, 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, 300 Madison Avenue, 5th Floor, New York, NY 10017 or, if sent to CMHC, will be mailed, delivered or telegraphed and confirmed to it at 700 Montreal Road, Ottawa, Ontario, Canada, K1A 0P7 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/ Mark Chamie ------------------------------------ Name: Mark Chamie Title: Treasurer By: /s/ Nigel Stephens ------------------------------------ Name: Nigel Stephens Title: Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CIBC World Markets Corp. Merrill Lynch, Pierce, Fenner & Smith Incorporated TD Securities (USA) LLC By: CIBC World Markets Corp. By: /s/ Paul Hadlow --------------------------------- Name: Paul Hadlow 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., Merrill Lynch, Pierce, Fenner & Smith 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 JP Morgan Billing and Merrill Lynch, Pierce, Fenner & Smith 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; www.sec.gov/Archives/edgar/data/912239/000120621206000207/m32332ore424b2.htm 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 EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV. 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 1-866-500-5408.
2 SCHEDULE II
PRINCIPAL AMOUNT OF SECURITIES TO UNDERWRITER ADDRESSES BE PURCHASED ----------- -------------------------------- ---------------- CIBC World Markets Corp. 300 Madison Avenue, 5th Floor, $180,000,000 New York, NY 10017 Merrill Lynch, Pierce, Fenner & 4 World Financial Center, 180,000,000 Smith Incorporated New York, NY 10080 TD Securities (USA) LLC 31 West 52nd Street 180,000,000 New York, NY 10019 Deutsche Bank Securities Inc. 31 West 52nd Street, 4th Floor, 45,000,000 New York, NY 10019 RBC Capital Markets Corporation One Liberty Plaza, 2nd Floor, 45,000,000 New York, NY 10004 BNP Paribas Securities Corp. 787 Seventh Avenue, New York, 22,500,000 NY 10019 Credit Suisse Securities One Cabot Square 22,500,000 (Europe) Limited London E14 4QJ National Bank Financial Inc. 1155 Metcalfe Street, Montreal, 22,500,000 Quebec H3B459 Canada Scotia Capital (USA) Inc. One Liberty Plaza, 25th Floor, 22,500,000 New York, NY 10004 Bank of Montreal, London Branch 11 Walbrook, 2nd Floor, London 7,500,000 EC4N 8ED, England Casgrain & Company (USA) Limited 1200 McGill College, 21st Floor, 7,500,000 Montreal (Quebec) H3B 4G7 HSBC Securities (USA) Inc. 452 Fifth Avenue, New York, 7,500,000 NY 10018 J.P. Morgan Securities Ltd. Floor 14, 125 London Wall, 7,500,000 London EC2Y 5AJ, England
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 EX-7 4 m33041a1exv7.txt OPINION AND CONSENT OF DOUGLAS V. TYLER EXHIBIT 7 September 14, 2006 Canada Mortgage and Housing Corporation 700 Montreal Road Ottawa, Ontario K1A 0P7 Ladies and Gentlemen: SUBJECT: U.S. $750,000,000 5.00% UNITED STATES DOLLAR BONDS DUE SEPTEMBER 1, 2011 Reference is made to the proposed issuance of U.S.$750,000,000 aggregate principal amount of 5.00% United States Dollar Bonds due September 1, 2011 (the "Bonds") of Canada Mortgage and Housing Corporation ("CMHC"), a federal Crown corporation and an agent of Her Majesty in right of Canada, to be sold pursuant to an Underwriting Agreement dated September 7, 2006 (the "Underwriting Agreement") between CIBC World Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and TD Securities (USA) LLC as representatives for the several underwriters listed in Schedule II thereof (the "Underwriters") and CMHC. In connection with the issue of the Bonds, CMHC proposes to enter into a Fiscal Agency Agreement (the "Fiscal Agency Agreement"), dated as of September 14, 2006, with Royal Bank of Canada, London Branch, a Canadian chartered bank, as fiscal agent, transfer agent, registrar and principal paying agent. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such statutes, documents, certificates of public officials and other instruments relating to the authorization, issuance and sale of the Bonds by CMHC as I have deemed necessary, including the following: (a) the Resolution of the Board of Directors of CMHC dated August 22, 2006; (b) the Underwriting Agreement; (c) the Fiscal Agency Agreement; and (d) the form of the Bonds (the "Global Bonds"). It is my opinion that: 1. the Fiscal Agency Agreement has been duly authorized and, when executed and delivered, will constitute a valid and legally binding agreement of CMHC in accordance with its terms; and 7-1 2. the issuance of the Bonds has been duly authorized and the Global Bonds, when they have been duly authenticated in accordance with the provisions of the Fiscal Agency Agreement and delivered to and paid for by the Underwriters in accordance with the provisions of the Underwriting Agreement, will constitute valid, legally binding, direct unconditional obligations of CMHC in accordance with their terms and payment of the principal of and interest on the Global Bonds so authenticated, delivered and paid for will ultimately be a charge on and payable out of the Consolidated Revenue Fund of Canada. The foregoing opinions are subject to the following limitations and qualifications: (a) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally; (b) judgments against Her Majesty in right of Canada are not capable of being enforced by execution levied against the property of Her Majesty in right of Canada. Property of CMHC is property of Her Majesty in right of Canada; (c) equitable remedies such as specific performance and injunction are only available in the discretion of the court before which they are sought; (d) the remedies of specific performance and injunction shall not be granted by a court against the Crown and the court may, in lieu thereof, make an order declaratory of the rights of the parties; and (e) payment of the Consolidated Revenue Fund of Canada of any money awarded by a judgment to any person against the Crown, whether in the name of CMHC or in the name of the Crown, is subject to the delivery to the Minster of Finance of a certificate of judgment against the Crown in prescribed form pursuant to the Crown Liability and Proceedings Act (Canada). I hereby consent to the inclusion of this opinion letter as an exhibit to CMHC's Form 18-K/A filed with the Securities and Exchange Commission on the date hereof and to the use of my name under the heading "Legal Opinions" in the prospectus supplement dated September 7, 2006 to the prospectus dated August 14, 2003. Yours sincerely, /s/ Douglas V. Tyler - ------------------------------------- Douglas V. Tyler General Counsel 7-2 EX-8 5 m33041a1exv8.txt CONSENT OF MILBANK, TWEED, HADLEY & MCCLOY EXHIBIT 8 CONSENT We hereby consent to the use of our name in the first and second paragraphs under the heading "Legal Opinions" in the Prospectus Supplement dated September 7, 2006 to the Prospectus dated August 14, 2003 relating to debt securities issued pursuant to Registration Statement No. 333-107880 of Canada Mortgage and Housing Corporation. September 14, 2006 /s/ Milbank, Tweed, Hadley & McCloy LLP ---------------------------------------- Milbank, Tweed, Hadley & McCloy LLP -----END PRIVACY-ENHANCED MESSAGE-----