Canadian Imperial Bank of Commerce : 2026 1 supplemental indenture en

Published: 2026-05-15 03:51:12 ET CM.TO

Published on 05/15/2026 at 03:51 am EDT

Made as of April 30, 2026

as Issuer Trustee and

as Indenture Trustee and

as NIP Agent

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SERIES 2026-1 SUPPLEMENTAL INDENTURE 1

SERIES 2026-1 SUPPLEMENTAL INDENTURE 4

Article 1. INTERPRETATION 4

Section 1.1. Definitions 4

Section 1.2. Interpretation and Series 2026-1 Issuing and Paying Agent 14

Section 1.3. Extended Meanings. 15

Section 1.4. Heading. 15

Section 1.5. References to Sections, Articles and Schedules. 15

Section 1.6. Proper Law of Supplemental Indenture 15

Section 1.7. Invalidity of Provisions 15

Section 1.8. Computation of Time Periods. 15

Section 1.9. Accounting Principles. 15

Section 1.10. Currency 15

Section 1.11. References to Acts of the Trust 16

Article 2. PRINCIPAL TERMS 16

Section 2.1. Principal Terms 16

Section 2.2. Additional Conditions Precedent 20

Section 2.3. Transfer Restrictions 20

Section 2.4. Registration of Transfer and Exchange 24

Section 2.5. U.S. Tax Treatment 24

Article 3. ADDITIONAL COVENANTS OF TRUST; AMENDMENTS TO SERIES 2026-1 PURCHASE AGREEMENT 25

Section 3.1. Covenants. 25

Section 3.2. Amendments to Series 2026-1 Purchase Agreement 26

Article 4. APPLICATION OF FUNDS 26

Section 4.1. Cash Reserve Account 26

Section 4.2. Accumulations Account 27

Article 5. SERIES 2026-1 NOTE LIQUIDATION ACCOUNT 29

Section 5.1. Series 2026-1 Note Liquidation Account 29

Article 6. GENERAL 29

Section 6.1. Confirmation of Trust Indenture 29

Section 6.2. Obligations of the Trust 29

Section 6.3. Acceptance. 29

Section 6.4. Payments 29

Section 6.5. Limitation of Liability of Issuer Trustee 30

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Section 6.6. Execution in Counterparts. 30

Section 6.7. Formal Date. 30

Section 6.8. Delivery of Executed Copies. 30

SCHEDULE "1-A" FORM OF RULE 144A GLOBAL CLASS A NOTE 32

SCHEDULE "1-B" FORM OF REGULATION S GLOBAL CLASS A NOTE 37

SCHEDULE "2-A" FORM OF RULE 144A GLOBAL CLASS B NOTE 43

SCHEDULE "2-B" FORM OF REGULATION S GLOBAL CLASS B NOTE 49

SCHEDULE "3-A" FORM OF RULE 144A GLOBAL CLASS C NOTE 55

SCHEDULE "3-B" FORM OF REGULATION S GLOBAL CLASS C NOTE 57

established under the laws of the Province of Ontario pursuant to a Declaration of Trust made as of August 30, 2004 (the "Trust") by MONTREAL TRUST COMPANY OF CANADA, the predecessor in interest to COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company established under the laws of Canada (the "Issuer Trustee"), COMPUTERSHARE ADVANTAGE TRUST OF CANADA (formerly known as BNY Trust Company of Canada), a trust company amalgamated under the laws of Canada (the "Indenture Trustee") and CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian chartered bank (the "NIP Agent").

‌Section 1.1. Definitions.

All terms used in this Supplemental Indenture that are defined in the Trust Indenture or the Series 2026-1 Purchase Agreement, either directly or by reference therein, shall have the meanings specified therefor in the Trust Indenture or the Series 2026-1 Purchase Agreement, as the case may be, except to the extent that, subject to Section 1.2, such terms are defined or modified in this Supplemental Indenture or the context otherwise requires and, in addition, the following terms shall have the respective meanings set forth below:

"Additional Funding Expenses" shall mean, for any period of days, without duplication, all amounts due, owing or accruing due or owing from time to time by the Trust in respect of fees, expenses, debts, liabilities and obligations, direct or indirect, absolute or contingent, in respect of its ownership of the Series 2026-1 Ownership Interest for such period, including amounts due, owing, accruing due or owing from time to time by the Trust (without duplication) in respect of:

Pool Expenses to be borne by the Series 2026-1 Co-Owner (to the extent not already paid by the Custodian);

the Series Allocable Percentage of the amount payable to the Indenture Trustee and the NIP Agent under the Trust Indenture pursuant to the schedule of fees agreed upon by the Indenture Trustee and the Trust and the amount payable to the Series 2026-1 Issuing and Paying Agent under the Series 2026-1 Issuing and Paying Agency Agreement pursuant to the schedule of fees agreed upon by the Series 2026-1 Issuing and Paying Agent and the Trust;

the Series Allocable Percentage of the amount payable to the Issuer Trustee in its individual capacity under the Declaration of Trust pursuant to the schedule of fees agreed upon among Issuer Trustee and the Trust;

the Series Allocable Percentage of the amount payable to the Financial Services Agent;

any liability of the Trust for Taxes, if any, reasonably attributed to the Series 2026-1 Ownership Interest;

the amount payable to the beneficiary pursuant to the Declaration of Trust for the period;

the Class A Swap Payment less the Class A Swap Receipt (excluding any Class A Excess Swap Payment and any Class A Excess Swap Receipt), which difference may be a negative number;

the Class B Swap Payment less the Class B Swap Receipt (excluding any Class B Excess Swap Payment and any Class B Excess Swap Receipt), which difference may be a negative number;

the Class C Swap Payment less the Class C Swap Receipt (excluding any Class C Excess Swap Payment and any Class C Excess Swap Receipt), which difference may be a negative number; and

any early termination payments payable to the Swap Counterparty pursuant to the Swap Agreement;

but shall not include expenses, debts, liabilities and obligations that have previously been included as Additional Funding Expenses;

"Available Cash Reserve Amount" shall mean, on any day in respect of the Series 2026-1 Ownership Interest, the amount, if any, on deposit in the Cash Reserve Account on such day following the making of any deposits into or withdrawals therefrom as may be required hereunder and under the Series 2026-1 Supplement;

"Benchmark" shall mean, initially, the USD Compounded SOFR Index; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the USD Compounded SOFR Index (or the published SOFR Index used in the calculation thereof) or the then-current Benchmark, then "Benchmark" shall mean the applicable Benchmark Replacement;

"Benchmark Replacement" shall mean the first alternative set forth in the order below that can be determined by the Calculation Agent or its designee as of the Benchmark Replacement Date:

the sum of (i) an alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then current Benchmark and (ii) the Benchmark Replacement Adjustment;

the sum of (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; and

provided that if (i) the Benchmark Replacement cannot be determined in accordance with clause (a) or (b) above as of the Benchmark Replacement Date or (ii) the Calculation Agent or its designee shall have determined that the ISDA Fallback Rate determined in accordance with clause (b) above is not an industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time, then the Benchmark Replacement shall be the sum of (a) the alternate rate of interest that has been selected by the Calculation Agent or its designee as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment;

"Benchmark Replacement Adjustment" shall mean the first alternative set forth in the order below that can be determined by the Calculation Agent or its designee as of the Benchmark Replacement Date:

the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

Disclaimer

CIBC - Canadian Imperial Bank of Commerce published this content on May 15, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 15, 2026 at 07:50 UTC.