Covered Bond Swap Confirmation | |
December 20, 2024 | |
To: | CIBC Covered Bond (Legislative) Guarantor Limited Partnership, |
acting by its managing general partner, CIBC Covered Bond (Legislative) GP Inc. | |
Brookfield Place, 11th Floor | |
161 Bay Street | |
Toronto, Ontario | |
Canada M5J 2S8 | |
Attention: | |
Fax No: | |
From: | Canadian Imperial Bank of Commerce |
Re: | Covered Bond Transaction (re AUD 1,100,000,000 Floating Rate Covered Bonds due December |
20, 2027, Series CBL57 (ISIN: AU3FN0094678; Common Code: 296307335) under CAD | |
60,000,000,000 Global Covered Bond Programme unconditionally and irrevocably guaranteed | |
as to payments by CIBC Covered Bond (Legislative) Guarantor Limited Partnership, acting by | |
its managing general partner, CIBC Covered Bond (Legislative) GP Inc. | |
And Re: | Trade Reference Series CBL57 |
Dear Sir or Madam,
The purpose of this letter is to confirm the terms and conditions of the transaction entered into between Canadian Imperial Bank of Commerce ("Party A") and CIBC Covered Bond (Legislative) Guarantor Limited Partnership, acting by its managing general partner, CIBC Covered Bond (Legislative) GP Inc. ("Party B") on the Trade Date specified below (the "Transaction"). This facsimile constitutes a "Confirmation" as referred to in the Agreement as specified below.
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of December 20, 2024 (identified on page 1 thereof as the "Covered Bonds 2002 Master Agreement (Series CBL57)"), as amended and supplemented from time to time, between you and us (the "Agreement"). All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between the provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The definitions and provisions contained in the 2021 ISDA Interest Rate Derivatives Definitions (as published by the International Swaps and Derivatives Association, Inc.) (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between any of the following, the first listed shall govern: (i) this Confirmation; (ii) the second amended and restated supplemental trust deed dated April 7, 2016 as amended by a First Addendum dated September 5, 2017, a Second Addendum dated August 1, 2019, a Third Addendum dated September 14, 2021, a Fourth Addendum dated April 19, 2023 and a Fifth Addendum dated December 18, 2024 (including the Programme Terms specified in Schedule 1 thereto, the "Programme Terms"), between Canadian Imperial Bank of Commerce, CIBC Covered Bond (Legislative) Guarantor Limited Partnership and Computershare Trust Company of Canada (such amended and restated supplemental trust deed as further amended, supplemented, or replaced the "Supplemental Trust Deed"); (iii) the Third Amended and Restated Master Definitions and Construction Agreement dated July 22, 2021 between Canadian Imperial Bank of Commerce, CIBC Covered Bond (Legislative) Guarantor Limited Partnership, Computershare Trust Company of Canada, 8412413 Canada Inc., CIBC Covered Bond (Legislative) GP Inc., and Ernst & Young LLP and each other Person who may from time to time become a party thereto, as amended by the First Amending Agreement dated July 28, 2023 and the Second Amending Agreement dated
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July 31, 2024, as may be further amended, restated or supplemented from time to time (collectively, the "Master Definitions and Construction Agreement"); and (iv) the Definitions. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Master Definitions and Construction Agreement. For the purposes of the Definitions, references herein to a "Transaction" shall be deemed to be references to a "Swap Transaction".
The terms of the particular Transaction to which this Confirmation relates are as follows:
Trade Date: | December 12, 2024. | |
Effective Date: | The earlier of (i) the date on which a Contingent Collateral Trigger | |
Event occurs and (ii) the date on which a Covered Bond Swap | ||
Activation Event occurs; provided that the Effective Date will be such | ||
date on which a Covered Bond Swap Activation Event occurs if (a) | ||
Party A is also the lender under the Intercompany Loan Agreement, | ||
(b)(i) a Contingent Collateral Trigger Event has occurred in respect of | ||
Party A, (ii) a Contingent Collateral Notice is delivered in respect of | ||
such Contingent Collateral Trigger Event and, (iii) within 10 Toronto | ||
Business Days of the occurrence of such Contingent Collateral | ||
Trigger Event and for so long as a Contingent Collateral Trigger | ||
Event continues to exist, Party B has Contingent Collateral in respect | ||
of this Agreement, and (c) the Asset Coverage Test or the | ||
Amortization Test, as applicable, continues to be satisfied. | ||
Covered Bond Swap Activation Event: | The earlier to occur of (a) an Issuer Event of Default and (b) a | |
Guarantor Event of Default, together with the service of a Guarantor | ||
Acceleration Notice on the Issuer and on the Guarantor. | ||
Termination Date: | Unless terminated earlier by a Covered Bond Swap Early | |
Termination Event, the earlier of: | ||
(a) | the Final Maturity Date for (or, if earlier, the date of | |
redemption in whole, but not in part, of) the final Tranche of | ||
Series CBL57 or, if Party B notifies Party A prior to such | ||
Final Maturity Date of its inability to pay in full Guaranteed | ||
Amounts corresponding to the Final Redemption Amount | ||
for such final Tranche of Series CBL57, the final date on | ||
which an amount representing the Final Redemption | ||
Amount for such final Tranche of Series CBL57 is paid (but | ||
in any event, not later than the Extended Due for Payment | ||
Date for such final Tranche of Series CBL57, if any) (the | ||
"Scheduled Termination Date"); and | ||
(b) | the date designated therefor by the Bond Trustee and | |
notified to Party A and Party B for purposes of realizing the | ||
Security in accordance with the Security Agreement and | ||
distributing the proceeds therefrom in accordance with the | ||
Post-Enforcement Priority of Payments following the | ||
enforcement of the Security pursuant to Programme Term | ||
3.3 of the Programme Terms for Series CBL57. | ||
Currency Swap Transaction Exchange Rate: | 1 AUD = 0.9078 CAD | |
Business Days: | Sydney, Melbourne, Toronto |
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Calculation Period | In respect of Party B Floating Amounts, each Guarantor Calculation | |
Period and in respect of Party A Floating Amounts, each Swap | ||
Provider Calculation Period. | ||
Guarantor Calculation Period | Each period from but excluding the last Business Day of each month | |
to, and including, the last Business Day of the next succeeding | ||
month, provided that (a) the first Guarantor Calculation Period begins | ||
on, and includes, the Effective Date and (b) the final Guarantor | ||
Calculation Period shall end on, but exclude, the Termination Date. | ||
Party B Floating Amounts | ||
Floating Rate Payer: | Party B. | |
Party B Payment Date: | Each Guarantor Payment Date, commencing the first such date | |
following the first Calculation Date which occurs after the Effective | ||
Date. | ||
Party B Payment Amount: | On each Party B Payment Date, Party B will pay in Canadian Dollars | |
to Party A the product of: | ||
(a) | the Party B Notional Amount for the Guarantor Calculation | |
Period ending immediately preceding such Guarantor | ||
Payment Date; | ||
(b) | Party B Day Count Fraction; and | |
(c) | the Party B Floating Rate. | |
Party B Notional Amount: | For each Guarantor Calculation Period, the product of (x) the Party A | |
Currency Amount on the first day of such Guarantor Calculation | ||
Period and (y) the Currency Swap Transaction Exchange Rate. | ||
Party B Day Count Fraction: | Actual/365 (Fixed) | |
Party B Business Day Convention: | Following. | |
Party B Floating Rate: | Party B Floating Rate Option plus Party B Base Spread. | |
Party B Floating Rate Option: | CAD-CORRA. | |
Party B Reset Date | The last day of each Guarantor Calculation Period | |
Party B Base Spread: | per annum. | |
Party A Floating Amounts | ||
Floating Rate Payer: | Party A. | |
Party A Currency Amount: | In respect of each Swap Provider Calculation Period, an amount in | |
AUD equal to the Party A Notional Amount minus the aggregate of | ||
each Party A Interim Exchange Amount paid on or prior to the first | ||
day of such Calculation Period. |
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Swap Provider Calculation Period: | Each period from and including a Swap Provider Payment Date to, | |
but excluding, the next following applicable Swap Provider Payment | ||
Date, except that (a) the initial Swap Provider Calculation Period will | ||
commence on, and include, the Swap Provider Payment Date (as such | ||
term is defined without reference to the words "commencing the first | ||
such date after the Effective Date") immediately preceding the | ||
Effective Date and (b) the final Swap Provider Calculation Period | ||
will end on, but exclude, the Scheduled Termination Date. | ||
Swap Provider Payment Date: | On or prior to the Final Maturity Date, the 20th day of March, June, | |
September and December, commencing the first such date after the | ||
Effective Date up to and including the Final Maturity Date for Series | ||
CBL57, and the 20th day of each month after the Final Maturity Date | ||
for Series CBL57 until and including the Scheduled Termination Date | ||
(which, for greater certainty, may be a date other than the 20th day of | ||
the month). | ||
Party A Notional Amount: | AUD 1,100,000,000. | |
Party A Payment Amount: | On each Swap Provider Payment Date, Party A will pay to Party B | |
the product of: | ||
(a) | the Party A Currency Amount for the Swap Provider | |
Calculation Period ending on such Swap Provider Payment | ||
Date; | ||
(b) | the Party A Floating Rate Day Count Fraction for the Swap | |
Provider Calculation Period ending on such Swap Provider | ||
Payment Date; and | ||
(c) | the Party A Floating Rate. | |
Party A Floating Rate | Party A Floating Rate Option plus Party A Spread. | |
Party A Floating Rate Option | AUD-BBSW | |
Party A Designated Maturity | 3 months prior to the Final Maturity Date for Series CBL57 and | |
thereafter, 1 month. | ||
Party A Spread | 0.69 per cent. per annum. | |
Party A Reset Date | The first day of each Swap Provider Calculation Period. | |
Party A Floating Rate Day Count Fraction | Actual/365 (Fixed). | |
Party A Business Day Convention: | Modified Following Business Day Convention. |
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Interim Exchanges
Interim Exchange Date:
Party A Interim Exchange Amount:
Party B Interim Exchange Amount:
Final Exchanges
Final Exchange Date:
Party A Final Exchange Amount:
Party B Final Exchange Amount:
Other Provisions
Calculation Agent:
Account Details
Account for payments to Party A in CAD:
Bank:
SWIFT:
For further credit account:
Attention:
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If (a) an Extended Due for Payment Date is specified as applicable in the Final Terms for Series CBL57 and (b) Party B has notified Party A that the payment of any or all of the Final Redemption Amount for such Series shall be deferred until the Extended Due for Payment Date pursuant to Programme Term 2.1 of the Programme Terms, as modified by the Final Terms for such Series, then each Interest Payment Date for such Series falling after the Final Maturity Date up to (and including) the relevant Extended Due for Payment Date for which Party B has provided at least three Business Days' prior notice of the related Party B Interim Exchange Amount.
With respect to an Interim Exchange Date, the amount in AUD notified by Party B to Party A as being the portion of the Final Redemption Amount for Series CBL57 that Party B shall pay pursuant to Programme Term 2.1 of the Programme Terms for Series CBL57.
With respect to an Interim Exchange Date, the Party A Interim Exchange Amount for such Interim Exchange Date converted into Canadian Dollars at the Currency Swap Transaction Exchange Rate.
If Party B is required to pay a Final Redemption Amount for Series CBL57 on any day pursuant to Programme Term 3.2 of the Programme Terms for Series CBL57 and provides at least three Business Days' prior notice thereof to Party A, then the day so specified in such notice.
The amount in AUD notified by Party B to Party A as being the Early Redemption Amount for Series CBL57 plus accrued but unpaid interest and any other amount due under such Series other than additional amounts payable under Condition 8 of the supplement to the deed poll dated December 18, 2024 for Series CBL57 that Party B shall pay pursuant to Programme Term 3.2 of the Programme Terms for Series CBL57.
The Party A Final Exchange Amount converted into Canadian Dollars at the Currency Swap Transaction Exchange Rate.
Party A.
Canadian Imperial Bank Commerce
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or such other account as Party A may direct. | |
Account for payments to Party B in AUD: | |
Bank: | National Australia Bank Ltd., Melbourne |
SWIFT: | |
Beneficiary account: | |
Beneficiary account number: | |
Beneficiary SWIFT ID: | |
For further credit to: | CIBC Covered Bond (Legislative) Guarantor Limited Partnership |
Account: | |
or such other account as Party B may direct. | |
Contact Details for notices | |
Party A | As set out in Part 4 of the Agreement. |
Party B | As set out in Part 4 of the Agreement. |
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Confirmation
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us. We are delighted to have executed this Transaction with you and look forward to working with you again.
Time of trading is available upon request.
Yours sincerely,
CANADIAN IMPERIAL BANK OF COMMERCE
By: (s) Wojtek Niebrzydowski
Name: Wojtek Niebrzydowski
Title: Authorized Signatory
Confirmed as of the date first written above:
CIBC COVERED BOND (LEGISLATIVE) GUARANTOR LIMITED PARTNERSHIP, acting by its managing general partner, CIBC Covered Bond (Legislative) GP Inc.
By: (s) Wojtek Niebrzydowski
Name: Wojtek Niebrzydowski
Title: Authorized Signatory
[CIBC CBL57 (AUD) - Signature Page to Covered Bond Swap Confirmation]
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Disclaimer
CIBC - Canadian Imperial Bank of Commerce published this content on January 14, 2025, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on January 14, 2025 at 06:05:03.056.