Exhibit 4.2
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MASTER FISCAL AGENCY AGREEMENT
DATED AS OF FEBRUARY 16, 2001
BETWEEN
THE STATE OF ISRAEL
AND
THE BANK OF NEW YORK
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TABLE OF CONTENTS
Page
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ARTICLE I Definitions...................................................... 2
SECTION 1.1 Definitions........................................... 2
ARTICLE II The Bonds....................................................... 6
SECTION 2.1 Authorization and Amount.............................. 6
SECTION 2.2 Description of Bonds.................................. 6
SECTION 2.3 Definitive and Temporary Bonds; Subscription
Receipts; Book-Entry Facility......................... 7
SECTION 2.4 Provisions as to the Bonds............................ 8
SECTION 2.5 Purchase of Bonds by State............................ 10
SECTION 2.6 Cancellation, Exchange or Retirement of Bonds
Acquired by the State or Financial Corporation........ 12
SECTION 2.7 Exchanges, Split-ups, etc............................. 13
SECTION 2.8 Charges to Bondholders upon Transfers, Purchases
by State, Exchanges and Split-ups..................... 13
SECTION 2.9 Co-Owners of Bonds; Bonds Held by Minors.............. 14
SECTION 2.10 Mutilated, Lost, Stolen or Destroyed Bonds............ 14
SECTION 2.11 Execution of Bonds.................................... 16
SECTION 2.12 Countersigning by Fiscal Agent........................ 16
SECTION 2.13 Legends or Recitals on Bonds.......................... 16
SECTION 2.14 Registration, Registration of Transfer or Exchange.... 17
ARTICLE III Issue of Bonds................................................. 17
SECTION 3.1 Procedures on Issuance................................ 17
SECTION 3.2 Subscription Procedures Determined by the
Financial Corporation................................. 19
ARTICLE IV Payment of Bonds................................................ 20
SECTION 4.1 Bond Payments......................................... 20
SECTION 4.2 Manner of Deposits.................................... 20
SECTION 4.3 Cancellation of Bonds................................. 20
ARTICLE V Redemption at Option of the State................................ 21
SECTION 5.1 Bonds Subject to Redemption........................... 21
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SECTION 5.2 Selection of Bonds to Be Redeemed..................... 21
SECTION 5.3 Designation of Bonds to Be Redeemed................... 21
SECTION 5.4 Redemption Notice..................................... 22
SECTION 5.5 Redeemed Bonds Due on Redemption Date, etc............ 22
ARTICLE VI Fiscal Agent.................................................... 23
SECTION 6.1 Regarding the Fiscal Agent............................ 23
SECTION 6.2 Reports and Audit Rights.............................. 25
SECTION 6.3 Account Manager....................................... 26
SECTION 6.4 Resignation or Removal of Fiscal Agent................ 26
SECTION 6.5 Appointment of Successor Fiscal Agent................. 27
SECTION 6.6 Successor Fiscal Agent................................ 28
SECTION 6.7 Transitional Period................................... 28
SECTION 6.8 Adoption of Countersignature.......................... 28
ARTICLE VII Procedure for Payment of Principal, Interest or Maturity Amount 29
SECTION 7.1 Monies Deposited for Payment of Principal, Interest
or Maturity Amount.................................... 29
SECTION 7.2 Investment of Deposited Cash.......................... 30
SECTION 7.3 Additional Paying Agents.............................. 32
ARTICLE VIII Miscellaneous Provisions...................................... 33
SECTION 8.1 Notices, etc.......................................... 33
SECTION 8.2 Amendments and Waivers................................ 34
SECTION 8.3 Confidentiality....................................... 34
SECTION 8.4 Subcontract and Assignment............................ 35
SECTION 8.5 Advertising........................................... 35
SECTION 8.6 Other Fiscal Agents................................... 35
SECTION 8.7 Existing Fiscal Agency Agreements..................... 35
SECTION 8.8 Force Majeure......................................... 36
SECTION 8.9 Entire Agreement...................................... 36
SECTION 8.10 New York Law.......................................... 37
SECTION 8.11 Counterparts.......................................... 37
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SCHEDULES
Schedule A: Services and Technology Requirements
Schedule B: Required Reports
Schedule C: Existing Fiscal Agency Agreements and Applicable Supplements
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MASTER FISCAL AGENCY AGREEMENT, dated as of February 16, 2001, between the
STATE OF ISRAEL (herein sometimes called the "State" or "Israel") and THE BANK
OF NEW YORK (herein sometimes called the "Fiscal Agent").
WHEREAS, the State has duly authorized and intends to authorize, from time
to time, the creation of one or more issues of its bonds to be offered through
the Financial Corporation as hereinafter defined (collectively, the "Bonds") and
has duly authorized the appointment of The Bank of New York as Fiscal Agent in
connection therewith, and has duly authorized the execution and delivery of this
Master Fiscal Agency Agreement (the "Agreement");
WHEREAS, the State and the Fiscal Agent desire to enter into this
Agreement with respect to the issuance by the State from time to time of Bonds,
each issue to be in the principal amount and with the terms and conditions as
provided in its respective supplement to this Agreement (each, a "Supplement");
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein set forth, the State hereby appoints The Bank of New York as
Fiscal Agent, registrar, and transfer agent in respect of such issues of Bonds,
to provide such services as described in this Agreement, including in Schedule A
hereto (the "Services"), and said bank hereby accepts said appointment, all upon
the terms and subject to the conditions hereinafter set forth.
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. The following terms shall have the meanings
assigned to them in this Agreement as follows:
a. "Bondholder," "holder," "owner" or any similar term shall mean,
with respect to any Bond, the person or entity the name of whom or which shall
be inscribed on the Bond Register as the owner of the Bond.
b. "Bond Register" shall have the meaning specified in Section 2.14.
c. "Bonds" shall mean the bonds described in the recitals hereto.
d. "Business Day" shall mean a day other than a Saturday, Sunday or
other day on which the Fiscal Agent is authorized or required by law to be
closed.
e. "Code" shall mean the United States Internal Revenue Code of
1986, as heretofore or hereafter amended.
f. "Defaulted Interest" shall mean any interest not punctually paid
or duly provided for.
g. "Deposited Cash" shall have the meaning stated in Section 7.1.a.
h. "Direction of the Financial Corporation" shall mean a written
direction signed in the name of the Financial Corporation by its President,
Executive Vice President, Vice President or General Counsel, or such other
persons as may be designated with respect to the Financial Corporation in a
Direction of the State.
i. "Direction of the State" shall mean a written direction signed in
the name of the State by its Minister of Finance, a representative of the State
designated by an instrument in writing and signed by its Minister of Finance, or
by the Chief Fiscal Officer of the Ministry of Finance for the Western
Hemisphere, or any other person duly
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authorized by the State as specified to the Fiscal Agent by the Minister of
Finance or by a representative designated as hereinbefore provided by the
Minister of Finance.
j. "Employee Benefit Plan" shall mean any "employee benefit plan" as
defined in Section 3 of the Employee Retirement Income Security Act of 1974, as
amended, or any comparable legislation then in effect at the time of
determination, and any Union Plan, Individual Retirement Account, Xxxx
Individual Retirement Account, Xxxxx or H.R. 10 Plan, as defined herein, or,
subject to the approval of the State, a plan or fund, if any, irrespective of
its location or place or organization, determined by the State to be a
comparable plan or fund.
k. "Financial Corporation" shall mean Development Corporation for
Israel ("DCI"), a New York corporation, or any successor to DCI designated in a
Direction of the State.
l. "Fiscal Agent" shall mean The Bank of New York, including any
subcontractor retained by the Fiscal Agent as permitted under Section 8.4 of
this Agreement, and any successor or successors which may become Fiscal Agent
pursuant to Sections 6.5 and 6.6.
m. "Government Securities" shall have the meaning stated in Section
7.2.a.
n. "Individual Retirement Account" or "XXX" shall mean an individual
retirement, tax-deferred plan established by an employee under Section 408 of
the Code or any comparable legislation in effect at the time of determination.
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o. "Interest Payment Date" shall mean, with respect to each
installment of interest due on an interest-bearing Bond, the date specified in
such Bond as the fixed date on which such installment of interest is due and
payable.
p. "Israel" or "State" shall mean the State of Israel.
q. "Issue Date" shall mean, with respect to each Bond, the Issue
Date specified on such Bond.
r. "Issue Price" shall mean, with respect to non interest-bearing
Bonds, the price at which such Bond is deemed issued pursuant to Section 1273 of
the Code and applicable regulations promulgated thereunder, or any comparable
legislation in effect at the time of determination.
s. "Xxxxx Plan" or "H.R. 10 Plan" shall mean a retirement plan
established by a self-employed individual that satisfies or is intended by its
terms to satisfy the applicable requirements of the Code.
t. "Maturity Amount" shall mean as to each non interest-bearing Bond
the denomination thereof.
u. "Paying Agents" shall have the meaning stated in Section 7.3.a.
v. "Principal Amount" shall mean as to each interest-bearing Bond
the denomination thereof.
w. "Redemption Price" shall mean, for interest-bearing Bonds, a
price equal to the Principal Amount thereof and accrued and unpaid interest
theron to the redemption or repurchase date, and for non interest-bearing Bonds,
the Issue Price for such Bond as adjusted as of the redemption or repurchase
date pursuant to the provisions
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of Section 1272 of the Code and applicable regulations promulgated thereunder,
or any comparable legislation in effect at the time of determination.
x. "Regular Record Date" for the interest payable on any Interest
Payment Date with respect to any interest-bearing Bond shall mean the date
specified as the record date therefore in the applicable Supplement.
y. "Xxxx XXX" shall mean an individual retirement account within the
meaning of Section 408A(b) of the Code.
z. "Sales Period" shall mean with respect to an issue of Bonds, such
period, if any, as defined in the applicable Supplement for such issue of Bonds.
aa. "Special Record Date" for the payment of any Defaulted Interest
shall mean the date fixed by the Fiscal Agent pursuant to the provisions of the
interest-bearing Bond and Section 2.2.c hereto.
bb. "Trust Account" shall mean a cash account of the Fiscal Agent
established for each issue of Bonds, pursuant to which funds deposited by the
State shall be held in trust for the benefit of the State by the Fiscal Agent.
Amounts in the Trust Account shall be deposited overnight in the Fiscal Agent's
Cash Reserve, shall continue to be trust accounts while so deposited, and shall
earn interest at a rate to be mutually agreed from time to time and confirmed in
writing.
cc. "Union Plan" shall mean any treasury, strike or other fund
established or maintained by an employee organization.
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Except where the context otherwise requires, words importing the singular
number shall include the plural number and vice versa, and any Direction of the
State or of the Financial Corporation may be expressed in general terms and need
not be limited to any particular matter or transaction.
ARTICLE II
THE BONDS
SECTION 2.1 Authorization and Amount. The name of each issue of Bonds and
the aggregate principal amount of such issue which may be countersigned,
delivered and outstanding will be as set forth in the Supplement relating to
such issue.
SECTION 2.2 Description of Bonds.
a. The Bonds shall be issuable only in registered form without
coupons, and, upon original subscription, in such minimum denomination as may be
set forth in the applicable Supplement. Bonds shall be numbered and lettered in
such manner as shall be satisfactory to the State, as evidenced by its execution
thereof.
b. The Issue Date of each Bond shall be specified on such Bond.
c. For interest-bearing Bonds:
(i) payments of interest shall be made in accordance with the
provisions of the Bond and the applicable Supplement;
(ii) interest on the Bonds shall be computed on the basis of a
360-day year consisting of twelve 30-day months; and
(iii) with respect to payment of Defaulted Interest:
(A) The State shall notify the Fiscal Agent in writing
of the amount of Defaulted Interest proposed to be paid on each Bond and the
date of the proposed payment, and at the same time the State shall deposit with
the Fiscal Agent an
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amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Fiscal
Agent for such deposit prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the persons entitled to
such Defaulted Interest as in this clause provided.
(B) Thereupon, the Fiscal Agent shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Fiscal Agent of the notice of
the proposed payment. The Fiscal Agent shall promptly notify the State of such
Special Record Date and, in the name and at the expense of the State, shall
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each holder
at his address as it appears in the Bond Register, not less than 10 days prior
to such Special Record Date.
(C) Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the persons in whose names the Bonds are
registered on such Special Record Date.
d. Each issue of Bonds shall be substantially in the form set forth
in the Exhibit(s) attached to the Supplement relating thereto.
SECTION 2.3 Definitive and Temporary Bonds;
Subscription Receipts; Book-Entry Facility.
a. Definitive Bonds may be engraved, printed, lithographed, or
prepared by any other process as determined by a Direction of the State.
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b. Pending the preparation of definitive Bonds, the State may
execute and issue in lieu thereof temporary Bonds in substantially the form of
the definitive Bonds. Such temporary Bonds may be exchanged for an equal
aggregate amount of definitive Bonds of authorized denominations when such
definitive Bonds are prepared and ready for delivery upon surrender of such
temporary Bonds at the principal corporate trust office of the Fiscal Agent in
New York, New York.
c. Pending the preparation of definitive Bonds, and in lieu of the
issuance of temporary Bonds as provided in Section 2.3.b, the State may cause to
be issued to subscribers a nontransferable receipt to the effect that a
definitive Bond or definitive Bonds, when available for issuance, will be issued
to the person named in said receipt, in the denomination or denominations
specified therein.
d. The Fiscal Agent shall, at the written request of the State and
the Financial Corporation, create a "book-entry facility" for any issue of
Bonds, whereby registered owners of such Bonds will not be issued a certificate
evidencing the Bonds, unless specifically requested at the time of purchase.
Holders of such book-entry Bonds shall have all the rights and obligations of
Bondholders hereunder.
SECTION 2.4 Provisions as to the Bonds.
Except as otherwise provided in the Bonds or in the applicable Supplement,
the following provisions shall apply:
a. The Bonds shall be issuable to any person or entity.
b. The Bonds will be issued with the name of the person or entity or
nominee to whom issued inscribed on the face thereof. The State may make such
arrangements as it may deem appropriate and that are reasonably satisfactory to
the Fiscal Agent for the recording of the registration or transfer of the Bonds.
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c. The Bonds shall be nontransferable and non-assignable, except
that any Bond may be transferred to any of the following permissible
transferees:
(i) The State;
(ii) The Financial Corporation;
(iii) Any religious, charitable, literary, scientific or
educational organization, contributions to which are, at the time of such
transfer, deductible for income and similar tax purposes under the Code (or are
accorded similar treatment under the laws of the country in which the transferee
is located) provided that a transfer to such entity is made by gift or bequest
without any compensation to the transferor;
(iv) The owner's spouse, children, grandchildren, siblings,
parents or grandparents;
(v) Upon the death of the Bondholder, to any person or persons
entitled thereto in accordance with such Bondholder's testamentary disposition
and/or the applicable laws of descent and distribution;
(vi) Any person within or without the State who shall have
been designated, by a Direction of the State delivered to the Fiscal Agent, as a
permissible transferee of the Bonds. For purposes of this Section 0.0.x.xx, a
Direction of the State may bear the facsimile signature of the Chief Fiscal
Officer of the Ministry of Finance of the State of Israel for the Western
Hemisphere, or any other person duly authorized by the State.
Notwithstanding the foregoing, the State may, at any time or from time to
time, by a Direction of the State, provide for the further transferability and
assignability of the Bonds.
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d. Whenever a Bond shall be transferred or assigned pursuant to
Section 2.4.c above, it shall be surrendered at the corporate trust office of
the Fiscal Agent in New York, New York for registration of transfer, together
with a written instrument of transfer and such other documents required by the
State or the Fiscal Agent transferring such Bond to any of the above-mentioned
permissible transferees (such instrument of transfer to be in form approved by
the Fiscal Agent including a representation as to the matters set forth in
Section 2.4.c and to be executed by the owner of such Bond), and the State may
execute, and in such event the Fiscal Agent may countersign, a new Bond of like
tenor and having the same Issue Date and Principal Amount as the Bond
transferred, or may evidence the new ownership by endorsement on the Bond or by
such other method as the State and the Fiscal Agent may deem desirable.
e. The State and the Fiscal Agent may deem and treat the Bondholder
as the absolute owner of such Bond for the purpose of receiving payment thereof,
interest thereon or on account thereof, if any, and for all other purposes,
whether or not such Bond shall be overdue, and neither the State nor the Fiscal
Agent shall be affected by any notice to the contrary.
f. The trustees or other legal representatives of a non-individual
owner which has dissolved or terminated shall succeed to all the rights of such
owner. The executor, administrator or other legal representative of an owner who
has died shall succeed to all the rights of such owner.
SECTION 2.5 Purchase of Bonds by State.
a. The State agrees that, not later than 120 days (or such other
number of days as may be stated in the Bond or in the applicable Supplement)
after delivery of a written demand and the surrender of such Bond and
accompanying transfer
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documents to the principal corporate trust office of the Fiscal Agent in New
York, New York, together with the instruments required by Section 2.5.b, it will
purchase such Bond at the Redemption Price, under the following circumstances:
(i) upon the death of any natural person who was the original registered owner
of the Bond or, in the event there is more than one original registered owner of
the Bond, upon the death of the last surviving original registered owner;
provided that the obligation of the State to purchase upon death shall cease and
terminate and shall not apply when the Bond is owned by a transferee or
assignee; (ii) upon the death of any natural person who owned such Bond through
an XXX, Xxxx XXX or Xxxxx or H.R. 10 Plan; provided that the State may suspend
or terminate the obligations to purchase on death set forth in clauses (i) and
(ii) of this paragraph if, in the opinion of the State, a material number of
these persons shall have died as a result of war, epidemic, catastrophe of
nature or other disaster; or (iii) upon the termination of any Employee Benefit
Plan which owned such Bond; unless, in the case of an XXX, Xxxx XXX or a Xxxxx
or H.R. 10 Plan, the beneficiary or administrator of such plan advises the State
or the Financial Corporation that it intends to transfer such plan to another
plan in a "rollover" transaction, as such term is defined in Section 402 of the
Code, within the time limit prescribed for such "rollover".
b. All Bonds surrendered pursuant to this Section 2.5 shall be
accompanied by a written instrument of transfer in a form approved by the Fiscal
Agent and such other documents required by the State or the Fiscal Agent.
c. Upon the surrender of any Bond for purchase by the State pursuant
to this Section 2.5, the Fiscal Agent shall notify the State and the Financial
Corporation in writing of such surrender and shall keep a current record, in
full detail, of such
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surrenders and purchases and shall make such record available to the State and
the Financial Corporation.
d. All Bonds purchased by the State pursuant to this Section 2.5
shall be held by the Fiscal Agent subject to the Direction of the State.
e. Whenever Bonds are surrendered pursuant to this Section 2.5
accompanied by a Direction of the State or of the Financial Corporation stating
that the owner is deceased, that he or she resided outside the United States at
the time of his or her death, that he or she was not a citizen of the United
States and the Bonds so surrendered were physically located outside the United
States at the time of his or her death (accompanied by an affidavit or statement
to that effect by a person appearing to be in possession of the facts which is
acceptable to the State and the Fiscal Agent) and instructing the Fiscal Agent
to make payment of the Redemption Price of such Bonds pursuant to this Section
2.5, to a named person or persons stated in such Direction of the State or of
the Financial Corporation to be the executor, administrator or other legal
representative or the heirs or next of kin of the deceased owner, and/or
instructing the Fiscal Agent as to the disposition of such Bonds, the Fiscal
Agent shall comply with such Direction.
SECTION 2.6 Cancellation, Exchange or Retirement of Bonds Acquired by the
State or Financial Corporation.
a. The Fiscal Agent shall at any time cancel and retire any Bond
surrendered to it by the State for retirement if accompanied by a Direction of
the State directing such cancellation and retirement.
b. The Fiscal Agent shall cancel any Bond surrendered to it by the
State or the Financial Corporation for exchange or cancellation and, if so
directed, shall
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countersign and deliver a Bond or Bonds in exchange therefor in accordance with
Section 2.4.d. Such action shall be taken upon a Direction of the State or a
Direction of the Financial Corporation, as the case may be, directing such
cancellation and requesting such countersigning and delivery in exchange
therefor.
c. The Fiscal Agent shall not be required to obtain any evidence of
title or manner of acquisition of any Bond surrendered to it pursuant to this
Section 2.6.
SECTION 2.7 Exchanges, Split-ups, etc.
a. Unless otherwise requested in a Direction of the State, no
exchange or split-up of any Bond which has been issued upon original
subscription in the minimum denomination set forth in the applicable Supplement
or designated for redemption shall be permitted. All other exchanges and
split-ups of Bonds shall be subject to such reasonable regulations and
restrictions as the Fiscal Agent and the State may prescribe.
b. Each new Bond or Bonds delivered in exchange for any other Bond
or Bonds shall carry all the rights to interest accrued and unpaid and to accrue
which were carried by such other Bond or Bonds, if any.
c. All Bonds surrendered by the holders thereof for transfer or
exchange, against which new Bonds are issued, shall be cancelled by the Fiscal
Agent and delivered or disposed of upon a Direction of the State.
SECTION 2.8 Charges to Bondholders upon Transfers,
Purchases by State, Exchanges and Split-ups.
a. Any exchange of temporary Bonds for definitive Bonds pursuant to
Section 2.3, any transfer of Bonds to the permissible transferees named in
subsections i, ii and v of paragraph c of Section 2.4, and any purchase of Bonds
by the State pursuant
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to Section 2.5, shall be effected without charge to the Bondholder, except the
payment of any stamp taxes or other governmental charges incident thereto.
b. Any transfer of Bonds to the permissible transferees named in
subsections iii, iv and vi of paragraph c of Section 2.4, and any exchange or
split-up of Bonds, pursuant to Section 2.7, shall be effected only upon payment
by the Bondholder of all expenses of the State and the charges and expenses of
the Fiscal Agent in connection therewith, and any stamp taxes or other
governmental charges incident thereto.
SECTION 2.9 Co-Owners of Bonds; Bonds Held by Minors.
a. If any Bond shall have been issued in the names of more than one
holder, the State or the Fiscal Agent, upon any surrender of said Bond pursuant
to any provision of this Agreement (whether or not expressly required by such
provision), may require the signature of all such holders, or, in the case of
payment thereof, make payment in the names of all such holders.
b. If any Bonds shall have been issued in the name of a minor or in
the names of a minor together with any other person, the State or the Fiscal
Agent, upon any surrender of such Bond pursuant to any provision of this
Agreement (whether or not expressly required by such provision) may act with
respect to the minor upon the signature of the legal guardian of said minor, or,
in the event that no such legal guardian has been appointed, then upon the
signature of the parent or head of the household in which the minor resides,
provided that such parent or head of household also executes such other
documents as may be required by the State or the Fiscal Agent.
SECTION 2.10 Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond shall
be mutilated, lost, stolen or destroyed (including any Bond mutilated, lost,
stolen or
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destroyed prior to the delivery thereof by the Fiscal Agent to the owner), then,
upon the production of such mutilated Bond, or upon the receipt of evidence
satisfactory to the State and the Fiscal Agent of the loss, theft or destruction
of such Bond and upon receipt also of indemnity satisfactory to each of them,
the State in its discretion (evidenced by a Direction of the State delivered to
the Fiscal Agent) may execute, and thereupon the Fiscal Agent shall countersign
and deliver, in accordance with Section 2.4.d, a new Bond of like tenor in
exchange for, and upon cancellation of, the mutilated Bond or in lieu of the
Bond so lost, stolen or destroyed; or, if any such lost, stolen or destroyed
Bond shall have matured or be about to mature, instead of issuing a substituted
Bond, upon receipt of a Direction of the State, the Fiscal Agent may pay the
same. Any new Bond issued under this Section in lieu of any Bond alleged to have
been lost, stolen or destroyed shall constitute an original contractual
obligation of the State, whether or not the Bond alleged to have been lost,
stolen or destroyed be at any time enforceable by anyone; and such new Bond
shall be entitled to the benefits of this Agreement equally and ratably with all
other Bonds issued hereunder. The State and the Fiscal Agent, in their
discretion, may place upon any such new Bond a distinguishing xxxx or a legend
to comply with the rules of any securities exchange or to conform to any usage
with respect thereto, or for any other reason or purpose, but such xxxx or
legend shall in no respect affect the validity of such new Bond. All expenses in
connection with procuring such indemnity and with the preparation, execution,
countersigning and delivery of a new Bond shall be borne by the person claiming
ownership of the Bond mutilated, destroyed, stolen or lost (except in respect of
any Bond mutilated, destroyed, stolen or lost prior to the delivery
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thereof by the Fiscal Agent to the owner, for which evidence satisfactory to the
State and the Fiscal Agent shall have been received).
SECTION 2.11 Execution of Bonds. The Bonds shall be executed on behalf of
the State with the signatures of its Prime Minister and its Minister of Finance,
either or both of which may be manual or facsimile, and shall bear the State
Seal or State Emblem or a facsimile of either. The State may use the signature
of any person who shall have been its Prime Minister or its Minister of Finance
at any time notwithstanding the fact that such person may have ceased to hold
such office at the time when the Bonds shall actually be countersigned and
issued as herein provided or may have become Prime Minister or Minister of
Finance after the date shown on the Bonds.
SECTION 2.12 Countersigning by Fiscal Agent. Only such Bonds as shall be
manually countersigned by an authorized officer of the Fiscal Agent shall be
issued as herein provided. Such countersignature by an authorized officer of the
Fiscal Agent upon any outstanding Bond shall be conclusive evidence that such
Bond has been duly issued hereunder. No representation shall be implied from
such countersigning other than the representation that the Fiscal Agent has not
countersigned Bonds in excess of the aggregate principal amount provided in the
applicable Supplement and Bonds delivered in substitution therefor or in
replacement thereof as herein provided.
SECTION 2.13 Legends or Recitals on Bonds. Any Bond may be endorsed
with or have incorporated in the text thereof such legends or recitals not
inconsistent with the provisions of this Agreement as may be approved by the
Fiscal Agent or required to comply with the rules and regulations of any
securities exchange upon which the Bonds may be listed or to conform with any
usage with respect thereto.
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SECTION 2.14 Registration, Registration of Transfer or Exchange.
a. The State shall cause to be kept, in the City of New York, New
York, a register for each issue of Bonds (the "Bond Register"). The State shall
provide for the registration of Bonds and of permissible transfers and exchanges
of Bonds, and may appoint one or more Bond Registrars for such purpose. The
Fiscal Agent is hereby appointed the initial Bond Registrar for the purpose of
registering Bonds and transfer and exchanges of Bonds as herein provided.
b. The State shall not be required (i) to issue or register the
transfer or exchange of any Bond during the period beginning at the opening of
business 15 days before the day of mailing of notice of redemption of Bonds
selected for redemption under Section 5.2 and ending at the close of business on
the day of such mailing or (ii) to register the transfer or exchange of any
Bonds so selected for redemption, in whole or in part, except the unredeemed
portion of Bonds being redeemed in part.
ARTICLE III
ISSUE OF BONDS
SECTION 3.1 Procedures on Issuance. The Bonds shall be executed by the
State and delivered to the Fiscal Agent for countersignature and issue hereunder
and, except as otherwise provided in Article II hereof, Bonds shall be issuable
hereunder only as follows:
a. Prior to the issuance of any Bonds of an issue, the State and the
Fiscal Agent shall have executed the applicable Supplement, and the Fiscal Agent
shall have received such opinions and certificates as the Fiscal Agent may
reasonably request, including, if applicable, certificates with respect to Code
Sections 1272 and 1273.
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b. The Fiscal Agent shall, from time to time, countersign and
deliver Bonds in such authorized denominations and in such aggregate principal
amounts as shall be specified in Directions of the Financial Corporation, but
the aggregate amounts of Bonds so countersigned and delivered shall not exceed
the aggregate principal amount set forth in the applicable Supplement, excluding
Bonds countersigned and delivered pursuant to Section 2.10.
c. Subscriptions for the Bonds shall be made in accordance with
regulations prescribed by the Financial Corporation on subscription forms (the
general form of which shall have been approved by the State, the Fiscal Agent
and the Financial Corporation), in each case appropriately completed and
executed and accompanied by the subscription price. A subscription shall be
deemed to have been accepted as of the date upon which the completed
subscription forms and the purchase price are actually received in form
acceptable to the Fiscal Agent and the Financial Corporation.
d. The subscription price of the Bonds shall be paid in United
States Dollars or, upon Direction of the State, in the currency of the
respective countries in which the subscriptions are originated. Such
subscription prices in foreign currencies shall be fixed in accordance with
Directions of the State, which may be issued from time to time and delivered to
the Fiscal Agent.
e. The Fiscal Agent shall inscribe the name of each owner, the
number of the subscription (both as evidenced by the subscription forms), and
the Issue Date on the face of each Bond to be delivered. The Fiscal Agent shall
deliver each Bond so inscribed by mailing the same, postage prepaid, addressed
to the appropriate owner to
18
such owner and the Fiscal Agent shall register the name of each owner in the
Bond Register.
f. The Fiscal Agent shall deliver each subscription form relating
to a subscription accepted by it to the Financial Corporation.
g. The Fiscal Agent shall, on the opening of business on the
Friday next following the day on which the subscription funds deposited with the
Fiscal Agent become available, or on the next succeeding Business Day if Friday
is not a Business Day, transfer such funds together with any earnings thereon
into an account to be designated by the State. Pending such transfer, the Fiscal
Agent shall hold such funds in an interest bearing account for the benefit of
the State. Notwithstanding the above, in the event that the Fiscal Agent shall
receive, in any given week, deposits of subscription prices in an amount equal
to or greater than $10 million, the Fiscal Agent shall, on the first Business
Day when such funds become available following the deposit thereof, immediately
transfer such funds to a bank account to be designated by the State.
SECTION 3.2 Subscription Procedures Determined
by the Financial Corporation.
a. In all matters relating to the manner of effecting subscriptions
for the Bonds and to the issue of the Bonds, the Fiscal Agent shall act at all
times in accordance with Directions of the Financial Corporation.
b. With the approval of the Fiscal Agent, the procedures on issuance
and the subscription procedures hereinabove set forth may be changed generally
or in particular countries by a Direction of the Financial Corporation filed
with the Fiscal Agent.
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ARTICLE IV
PAYMENT OF BONDS
SECTION 4.1 Bond Payments.
a. The State will deposit with the Fiscal Agent (to be held and
applied by the Fiscal Agent for the payment of interest, principal or Redemption
Price, as the case may be, subject to Section 7.1.c hereof): (i) for
interest-bearing Bonds, on each Interest Payment Date of the Bonds, an amount in
immediately available funds sufficient to pay, on such Interest Payment Date,
100% of the interest to be due on all Bonds then outstanding; (ii) on maturity
and each redemption date of the Bonds, as the case may be, an amount in
immediately available funds which, together with any amounts then held by the
Fiscal Agent and available for the payment thereof, shall be equal to 100% of
the entire amount of the principal or Redemption Price to be due on all the
Bonds then outstanding and maturing or being redeemed, respectively, on such
maturity or redemption date.
b. In the event the date of any payment hereunder, for interest,
redemption or maturity, is not a Business Day, payment may be made on the next
succeeding Business Day, and no interest shall accrue for the intervening
period.
SECTION 4.2 Manner of Deposits. Any deposit made or to be made by the
State with the Fiscal Agent under Section 4.1 shall be made in the manner
described in Section 7.1.
SECTION 4.3 Cancellation of Bonds. All Bonds when paid, whether at
maturity or upon redemption, shall be delivered to the Fiscal Agent, and, if not
already cancelled, shall be promptly cancelled and delivered or disposed of upon
a Direction of the State.
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ARTICLE V
REDEMPTION AT OPTION OF THE STATE
SECTION 5.1 Bonds Subject to Redemption. To the extent permitted in the
terms of the Bonds or the applicable Supplement, the Bonds shall be subject to
redemption at the option of the State, in accordance with the provisions of this
Article V.
SECTION 5.2 Selection of Bonds to Be Redeemed.
Subject to any further limitations set forth in the terms of the Bonds or
the applicable Supplement:
a. The Bonds shall be redeemable as a whole, or from time to time in
part, provided that redemption is made for all Bonds of an issue bearing the
same Issue Date, but for interest-bearing Bonds, any partial redemption may be
made only on an Interest Payment Date. In case of a partial redemption of Bonds,
the Bonds to be redeemed shall not be selected by lot, but by one or more
groups, each group comprising all of the Bonds of the same issue with the same
Issue Date. No Bonds of any issue may be redeemed under this Article unless the
Bonds of such issues having all prior Issue Dates shall have been called for
redemption.
b. The Bonds shall be redeemed at the Redemption Price.
SECTION 5.3 Designation of Bonds to Be Redeemed. The option of the State
to redeem Bonds shall be evidenced by a Direction of the State delivered to the
Fiscal Agent at least 90 days prior to the redemption date (or such shorter
period as shall be acceptable to the Fiscal Agent) specifying the redemption
date, the issue and Issue Date of Bonds to be redeemed. The Bonds to be redeemed
shall be deemed to have been designated for redemption upon the receipt by the
Fiscal Agent of such Direction of the
21
State. No such Direction of the State may be revoked after the first mailing of
notice of redemption pursuant to Section 5.4.
SECTION 5.4 Redemption Notice. Notice of redemption shall be mailed by the
Fiscal Agent in the name of the State, first-class, postage paid, not less than
30 nor more than 60 days prior to the redemption date to each holder of Bonds
designated for redemption as such holder's name and address appear on the Bond
Register. The notice of redemption shall state:
a. The redemption date;
b. In case all the Bonds are to be redeemed, that all the Bonds are
to be redeemed;
c. In the case of a redemption of an issue or group thereof of
Bonds, a description of the issue or group thereof of Bonds that are to be
redeemed;
d. The Redemption Price of the Bonds to be redeemed;
e. That on the redemption date no holder of any Bond called for
redemption shall be entitled to any payment in excess of the Redemption Price;
and that on said date the Redemption Price of the Bonds will become due and
payable upon each of the Bonds called for redemption; and
f. The place or places where the Bonds to be redeemed are to be
surrendered for payment of the Redemption Price.
SECTION 5.5 Redeemed Bonds Due on Redemption Date, etc. Notice having been
given as aforesaid, the Bonds which are to be redeemed shall, on the redemption
date stated in such notice, become due and payable at the Redemption Price
therein specified. Unless the Redemption Price shall not have been deposited
with the
22
Fiscal Agent, from and after said redemption date, no holder of any Bond called
for redemption shall be entitled to any payment in excess of the Redemption
Price. Upon surrender of the Bonds to be redeemed in accordance with such
notice, such Bonds shall be paid by the State at the Redemption Price. If the
Redemption Price shall not be paid upon the surrender of any Bond, then
interest-bearing Bonds shall continue to bear interest at the rate prescribed in
such Bonds, and non interest-bearing Bonds shall continue to be payable at their
Maturity Amount on their maturity date, as if such Bonds had not been called for
redemption.
ARTICLE VI
FISCAL AGENT
SECTION 6.1 Regarding the Fiscal Agent. The acceptance of its appointment
hereunder by the Fiscal Agent shall be subject to the following terms and
conditions:
a. The recitals herein and in the Bonds shall be taken as the
statements of the State and shall not be considered as made by the Fiscal Agent.
b. The Fiscal Agent in acting hereunder shall act solely as agent of
the State and shall not assume any fiduciary or other relationship of agency or
trust for or with any of the holders of the Bonds; provided that with respect to
the holding, investing and returning of Deposited Cash and earnings thereon to
the State, the Fiscal Agent shall act as a trustee for the benefit of the State.
The Fiscal Agent with respect to any matter for which no provision is made
herein may rely on instructions, not inconsistent with the provisions hereof,
contained in a Direction of the State or in a Direction of the Financial
Corporation. Upon written request of the Fiscal Agent, the State or the
Financial Corporation, as the case may be, shall clarify any such instructions
which the Fiscal Agent finds unclear. The Fiscal Agent shall not be obligated,
however, to comply with
23
any instructions of the Financial Corporation or the State, if such compliance
would, in its opinion evidenced in a written detailed statement provided to the
Financial Corporation and the State, involve it in unreasonable risk or
liability, unless the Fiscal Agent is indemnified to its satisfaction.
c. The Fiscal Agent shall not be required to perform any services or
be subject to any duties, except as expressly provided herein.
d. The Fiscal Agent shall be protected in acting upon any document
believed by it in good faith to be genuine and to be signed by the proper party
or parties, including without limitation with respect to (i) the transfer of
Bonds in accordance with Sections 2.4.c and 2.4.d hereof pursuant to a Direction
of the State or on the basis of written representations of transferors as to the
matters set forth in Section 2.4.c, or (ii) the purchase of Bonds by the State
on the basis of a written instrument of transfer in accordance with Section 2.5
hereof.
e. The Fiscal Agent shall not be liable in connection with rendering
services hereunder, except for its negligent act or omission, willful
misconduct, material breach of the provisions of this Agreement or failure to
comply with any banking or securities rules and regulations applicable to the
Fiscal Agent (including, without limitation, regulations of the National
Association of Securities Dealers ("NASD")). In addition, the Fiscal Agent shall
not be liable for indirect, special, consequential or punitive damages. The
Fiscal Agent makes no representation as to the validity of this Agreement or as
to the security afforded hereby or as to the validity of the Bonds issued
hereunder.
24
f. The State will pay to the Fiscal Agent from time to time
reasonable compensation (to be mutually agreed upon and set forth in a written
fee letter) for all services rendered hereunder.
g. The State agrees to indemnify and save harmless the Fiscal Agent
against and from any liability or damages which it may incur or sustain in good
faith, except for acts or omissions involving negligence, willful misconduct,
material breach of the provisions of this Agreement or failure to comply with
any banking and securities rules and regulations applicable to the Fiscal Agent
(including, without limitation, NASD regulations).
h. The provisions of subsections (d), (e) and (g) of this Section
6.1 shall survive the termination of this Agreement, or the removal or
resignation of the Fiscal Agent, as the case may be.
SECTION 6.2 Reports and Audit Rights.
a. The Fiscal Agent shall maintain books, records, documents and
other evidence of accounting procedures and practices, which sufficiently and
properly reflect all transactions and other activities undertaken in connection
with its performance under this Agreement.
b. The Fiscal Agent shall provide the State and the Financial
Corporation with quarterly and annually statements and reports, including,
without limitation, the Fiscal Agent's SAS 70 report or an equivalent report
satisfactory to the State and the Financial Corporation, as more fully described
in Schedule B hereto.
c. Upon reasonable notice, the State, the Financial Corporation and
their duly authorized representatives shall have access to the books, documents,
papers, working papers, plans and records (including computer records) of the
Fiscal Agent,
25
which relate to or pertain to this Agreement and its performance for purposes
which include, but shall not be limited to, reviewing performance and compliance
with the Agreement, and making audit, examination, excerpts and transcripts.
Such access shall also be made available for a period of three years from the
resignation or removal of the Fiscal Agent, as the case may be.
d. Without limitation to the above, the State shall have the right
to retain, at its cost, an independent auditor to review the Fiscal Agent's
records relating to the Services provided hereunder. The Fiscal Agent shall
provide the auditor with reasonable access to such records and cooperate with
the State in order to complete the audit in a timely and efficient manner.
SECTION 6.3 Account Manager. The Fiscal Agent shall appoint an individual,
reasonably satisfactory to the State and the Financial Corporation, who will be
the Account Manager for the State account. The Fiscal Agent's Account Manager
will be the principal point of contact for the State and the Financial
Corporation concerning the Fiscal Agent's performance hereunder. The Fiscal
Agent's Account Manager will also serve as the focal point for business matters,
support coordination, and administrative activities. The Fiscal Agent shall
notify the State in writing when there is a change in staffing and a new Account
Manager is assigned.
SECTION 6.4 Resignation or Removal of Fiscal Agent. The Fiscal Agent may
at any time resign by giving to the State notice of such resignation in the
manner hereinafter provided. The Fiscal Agent may be removed at any time by the
delivery to the Fiscal Agent of a Direction of the State. The Direction of the
State shall specify if the removal is for all outstanding and future issues, for
certain outstanding issues and not for
26
others, or for future issues only. Such resignation or removal shall take effect
upon the appointment by the State, as hereinafter provided, of a successor
Fiscal Agent. During the period until such resignation or removal shall take
effect, the Fiscal Agent shall continue to be subject to its duties hereunder
and provide the State with uninterrupted services for the same compensation as
in effect prior to such notice of resignation or removal by a Direction of the
State. In addition, the Fiscal Agent shall provide the State and any Successor
Fiscal Agent with assistance and support during a transitional period, as
provided in Section 6.7 below.
SECTION 6.5 Appointment of Successor Fiscal Agent. If at any time the
Fiscal Agent shall resign or be removed or become unable to act as Fiscal Agent,
the State will appoint a successor Fiscal Agent hereunder. Such appointment
shall be evidenced by a Direction of the State delivered to the new Fiscal
Agent. The State shall give notice to the retiring Fiscal Agent of such
appointment before such appointment shall become effective. The State shall also
give notice of such appointment by mailing to Bondholders in the manner as
provided for in the notice of redemption in Section 5.4 hereof, but the failure
to give such notice by mailing shall not affect the sufficiency of such
appointment. Until the appointment of a successor Fiscal Agent has become
effective, the retiring Fiscal Agent shall continue to perform its duties
hereunder for the same compensation as in effect at that time. After the
appointment of a successor Fiscal Agent has become effective, the retiring
Fiscal Agent shall, subject to the provisions of Section 6.7 below, cease to act
as such hereunder, and upon payment of its compensation and expenses then
unpaid, shall deliver and pay over to its successor any and all monies and other
property then in its possession hereunder as such Fiscal Agent. If a notice of
27
the appointment of a successor Fiscal Agent shall not have been delivered to the
retiring Fiscal Agent within six months after giving of such notice of
resignation, the resigning Fiscal Agent may petition any court of competent
jurisdiction for the appointment of a successor Fiscal Agent.
SECTION 6.6 Successor Fiscal Agent. Any corporation into which the Fiscal
Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Fiscal Agent shall be a
party or any corporation to which all the business and assets of the Fiscal
Agent may be transferred shall be a successor Fiscal Agent hereunder without
further act.
SECTION 6.7 Transitional Period. In the event of resignation or removal of
the Fiscal Agent, the Fiscal Agent shall, during a transitional period beginning
with notice of such resignation or removal, and continuing for a period of up to
one year from the date the appointment of the Successor Fiscal Agent takes
effect, fully cooperate with the State and the Successor Fiscal Agent and take
all reasonable and prudent measures to facilitate an orderly transition of its
duties hereunder, including without limitation, with respect to the conversion
and transfer of records (paper or electronic) and customer support. The State
shall pay the Fiscal Agent for services provided in such transitional period a
fee mutually agreed upon by the parties, provided however that such fee shall
not exceed the compensation in effect prior to the resignation or removal.
SECTION 6.8 Adoption of Countersignature. Any successor Fiscal Agent may
adopt the countersignature of any predecessor Fiscal Agent or may countersign
Bonds in the name of any predecessor Fiscal Agent or in its name and may deliver
Bonds
28
so countersigned, all with like effect as if Bonds so countersigned had been
countersigned and delivered by the predecessor Fiscal Agent.
ARTICLE VII
PROCEDURE FOR PAYMENT OF PRINCIPAL, INTEREST OR MATURITY AMOUNT
SECTION 7.1 Monies Deposited for Payment of Principal, Interest or
Maturity Amount.
a. Whenever the State desires to or is required to deposit monies
with the Fiscal Agent for application to the payment of the principal or
Maturity Amount of, or interest, if any, on the Bonds or in connection with any
redemption of Bonds, the State shall deposit with the Fiscal Agent, in
accordance with Section 4.1, an amount of money sufficient for said purpose or
purposes (the monies so deposited under this paragraph being hereinafter called
"Deposited Cash").
b. All Deposited Cash held by the Fiscal Agent for the purpose or
purposes of paragraph (a) of this Section 7.1 shall be held subject to the right
of the State to require that such Deposited Cash be paid upon the Direction of
the State in accordance with Section 7.3.b hereof.
c. Any Deposited Cash remaining unclaimed at the end of six months
after such monies shall have become due and payable in accordance with the terms
and conditions of the Bonds, including, without limitation, Deposited Cash
covered by outstanding checks that were issued by the Fiscal Agent to
Bondholders and which remain uncashed for over six months for any reason
whatsoever, shall then be promptly, and without demand from the State, paid to
the State, and upon such payment any obligation of the Fiscal Agent with respect
thereto shall cease. Nothing contained in this Section 7.1.c shall affect the
rights of the Bondholders to make demand upon the State
29
for any monies as may be due them; and, in such event, payment shall be made by
the Fiscal Agent, with funds provided to the Fiscal Agent by the State, and such
payment to Bondholders shall be made at a corporate trust office of the Fiscal
Agent in New York, New York.
SECTION 7.2 Investment of Deposited Cash.
a. Any Deposited Cash held by the Fiscal Agent, until required for
payment to Bondholders in accordance with this Agreement or required to be
remitted to other Paying Agents in accordance with Section 7.3.b, including,
without limitation, Deposited Cash covered by outstanding checks that were
issued by the Fiscal Agent to Bondholders and not yet cashed, shall be held in
trust for the benefit of the State by the Fiscal Agent and be invested or
reinvested in a Trust Account of the Fiscal Agent unless the Fiscal Agent is
otherwise directed, as evidenced by a Direction of the State, to invest such
funds in direct obligations of the United States of America ("Government
Securities") or in time deposits with the Fiscal Agent.
b. Whenever, in the opinion of the Fiscal Agent, funds are needed
for payment to Bondholders in accordance with the provisions of this Agreement
or for remittance to other Paying Agents, if any, in accordance with a Direction
of the State as provided in Section 7.3.b, the Fiscal Agent shall withdraw from
the Trust Account, or if Deposited Cash is invested in Government Securities or
time deposits, shall sell such Government Securities or time deposits, as in its
judgment will make available sufficient Deposited Cash to effect payments to
Bondholders upon presentation of Bonds, or to effect such remittances to other
Paying Agents and add to Deposited Cash the proceeds of any such sale of
Government Securities or time deposits, including any interest or profit
realized thereon. If at any time additional Deposited Cash is needed for payment
to
30
Bondholders or to effect remittances to other Paying Agents and it is not
available from the Trust Account, sales of Government Securities or maturing
time deposits, the Fiscal Agent shall notify the State of the amount of
additional funds so required and the time when required, and the State shall
deposit with the Fiscal Agent within the time required the additional funds in
the amount specified in such notice. The State may, by a Direction of the State,
require the Fiscal Agent to, from time to time, pay over to the State from
Deposited Cash such Deposited Cash which is not needed for payment to
Bondholders or for remittances to other Paying Agents.
c. The Fiscal Agent shall restore to Deposited Cash out of
compensation earned or interest or other profit realized upon any investment of
Deposited Cash permitted by this Agreement an amount equal to any loss of
principal incident to the sale or redemption of any Government Securities or
time deposits for a sum less than the amount paid therefor. In the event no such
compensation, interest or profit is available to make up any such loss, the
State will pay an amount equal thereto to the Fiscal Agent upon request.
d. Any compensation earned on Deposited Cash held in a Trust Account
shall, on the first Business Day following any month in which such Deposited
Cash is held in the Trust Account, be transferred by the Fiscal Agent to an
account designated by the State. Any interest or other profit realized upon any
investment of Deposited Cash in Government Securities and time deposits shall,
on the day the given investment matures, be transferred by the Fiscal Agent to
an account designated by the State.
31
e. The Fiscal Agent shall not be liable for any loss upon any
investment permitted by this Section 7.2 or to obtain or pay any particular rate
of interest on any investment in Government Securities, time deposits, or
overnight deposits.
f. All obligations of the State to pay, reimburse and indemnify the
Fiscal Agent shall be secured by a lien upon any fund held by the Fiscal Agent
representing compensation due or interest or profits from investments of
Deposited Cash up to but not in excess of the aggregate of all such obligations,
and except to the extent that the same are required to be restored to Deposited
Cash by the provisions of the first sentence of paragraph c of this Section 7.2.
SECTION 7.3 Additional Paying Agents.
a. The State may from time to time, by a Direction of the State,
designate one or more banking institutions in addition to the Fiscal Agent as
agents of the State for the payment of the principal or Maturity Amount of, or
interest, if any, on the Bonds or in connection with any redemption of Bonds
("Paying Agents") and any funds deposited with such Paying Agents shall be held
by them subject to the applicable provisions of this Agreement. Any Paying Agent
may be removed at any time by delivery to it of a Direction of the State. Upon
its resignation or removal, a Paying Agent shall promptly account for and return
to the Fiscal Agent all funds held by it for payment to Bondholders in
accordance with the provisions of this Agreement.
b. From Deposited Cash held by it, the Fiscal Agent shall remit to
Paying Agents designated by the State such sums as shall be specified from time
to time in Directions of the State for the purposes set forth in such
Directions. From and after its remittance to Paying Agents in accordance with
such Direction of the State, the Fiscal Agent shall have no responsibility or
obligation to the State, any Bondholder or other
32
person with respect to the funds so remitted. Any funds returned by a Paying
Agent to the Fiscal Agent in accordance with subparagraph (a) of this Section
7.3 shall be held by it subject to all of the applicable provisions of this
Agreement.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 8.1 Notices, etc. When, pursuant to any of the provisions of this
Agreement, any notice or other communication is required or permitted to be
given or sent by any party to any other, the same shall be deemed sufficiently
given or sent if given or sent in writing as follows:
a. To the State, by delivering the same to the Chief Fiscal Officer
of the Ministry of Finance for the Western Hemisphere, as representative of the
State, at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address
as may be given to the Fiscal Agent and the Financial Corporation by notice in
writing), or by mailing the same by registered mail in the United States,
postage prepaid, addressed to the State at the said address;
b. To the Fiscal Agent, by delivering the same to it, at its
principal corporate trust office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000; Attention: Xxxxxxxxx Xxxxx, Vice President (or at such other address as
may be given to the State and the Financial Corporation by notice in writing),
or by mailing the same by registered mail to its principal corporate trust
office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as
may be given to the State and the Financial Corporation by notice in writing),
postage prepaid; and
c. To the Financial Corporation, by delivering the same to it, at
000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, attention: Chief Financial
33
Officer (or at such other address as may be given to the State and the Fiscal
Agent by notice in writing), or by mailing the same by registered mail in the
United States, postage prepaid, addressed to the Financial Corporation at its
said address.
d. Any Direction of the State delivered to the Fiscal Agent pursuant
to the provisions of Section 2.5 hereof shall be made available by the Fiscal
Agent for inspection by any Bondholder upon written request executed in
duplicate. A copy of each Direction of the State of any character, and of any
request by any Bondholder for inspection pursuant to this Section, delivered to
the Fiscal Agent, shall be furnished simultaneously to the Financial
Corporation.
SECTION 8.2 Amendments and Waivers. This Agreement may be amended by
mutual consent of the parties hereto, provided that in the judgment of the State
and the Fiscal Agent, any such amendment does not materially and adversely
affect the interests of any Bondholders. No amendment of any provision of this
Agreement shall be valid unless made in writing and signed by the State and the
Fiscal Agent. No delay or failure on the part of any party in exercising any
right or remedy hereunder, or at law or at equity, shall operate as a waiver of
or preclude the exercise of such right or remedy or of any other right or
remedy. No waiver by any party shall be effective unless in writing signed by
such party. A waiver on any one occasion shall not be construed as a waiver of
any such right or remedy on any prior or subsequent occasion.
SECTION 8.3 Confidentiality. The Fiscal Agent may, in the course of
performing the Services hereunder, have in its possession information relating
to financial, accounting and investment matters of the State, the Financial
Corporation and Bondholders. All such information (except information publicly
available from another
34
source) is confidential and unless permitted pursuant to a Direction of the
State, the Fiscal Agent shall not disclose such information, directly or
indirectly, to any party, its counsel or any representatives, or use it in any
way, except (a) for the performance of the Services hereunder, or (b) as
required by applicable law or regulation.
SECTION 8.4 Subcontract and Assignment. Except as otherwise provided in
this Agreement, the Fiscal Agent shall not subcontract or assign its obligations
under this Agreement without the prior written consent of the State and the
Financial Corporation. The Fiscal Agent shall be responsible to ensure that all
requirements of the Agreement shall be communicated to any and all
subcontractors.
SECTION 8.5 Advertising. The Fiscal Agent shall not advertise or publish
information concerning this Agreement in any form or media without prior written
consent from the State.
SECTION 8.6 Other Fiscal Agents. The appointment of the Fiscal Agent
hereunder shall not be deemed exclusive, and nothing contained herein shall
limit the right of the State to appoint other Fiscal Agents for the issuance of
securities or financial instruments including the Bonds.
SECTION 8.7 Existing Fiscal Agency Agreements. The State hereby appoints
the Fiscal Agent and the Fiscal Agent accepts the appointment as Successor
Fiscal Agent under each of the Fiscal Agency Agreements enumerated in Schedule C
hereto. Each of such Fiscal Agency Agreements is amended and replaced in its
entirety by this Agreement and the supplements attached hereto as Schedules
C1-C__, respectively.
35
SECTION 8.8 Force Majeure. The Fiscal Agent shall not be responsible or
liable for any failure or delay in the performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond its reasonable control, including without limitation, acts of God;
earthquakes; fires; floods; wars; civil or military disturbances; sabotage;
epidemics; riots; interruptions, loss or malfunctions of utilities,
transportation, computer (hardware or software) or communications service;
accidents; labor disputes; acts of civil or military authority; governmental
actions, or inability to obtain labor, material, equipment or transportation.
SECTION 8.9 Entire Agreement.
a. This Master Fiscal Agency Agreement consists of the following
documents, which are attached and made a part of this Agreement, and together
constitute the entire agreement between the parties:
(i) This Agreement, together with its Schedules.
(ii) The applicable Supplement and such Supplement's
exhibit(s).
(iii) The fee letter referred to in Section 6.1.e of this
Agreement.
b. This Agreement supersedes any prior understanding, agreements or
representations by or between the parties regarding the subject matter hereof,
written or oral. Nothing contained herein is intended to affect the rights of
any Bondholders with respect to any Bonds outstanding on the date hereof;
provided, that if any provision of this Agreement is determined to materially
and adversely affect the interests of any such Bondholder, then such provision
shall be of no effect with respect to such Bondholders, and the applicable
provisions of the Fiscal Agency Agreement with respect to such Bonds, as it
existed immediately prior to the execution hereof, shall continue to apply.
36
SECTION 8.10 New York Law. This Agreement has been executed and
delivered in New York, New York, and is made pursuant to, and shall in all
respects be governed by, and construed in accordance with, the laws of the State
of New York without regard to principles of conflicts of law. The parties agree
that all actions and proceedings arising out of this Agreement or any of the
transactions contemplated hereby, shall be brought in the United States District
Court for the Southern District of New York or in a New York State court in the
County of New York and that in connection with any such action or proceeding,
submit to the jurisdiction of and venue in such court. Each of the parties
hereto also irrevocably waives all right to trial by jury in any action,
proceeding or counter claim arising out of this Agreement or the transactions
contemplated hereby. In respect of any proceedings which may be brought under
this Agreement, Israel irrevocably agrees not to assert the defense of immunity
on the grounds of sovereignty or otherwise from jurisdiction.
SECTION 8.11 Counterparts. This Agreement may be executed in several
counterparts, each of which so executed shall be deemed to be an original, but
such counterparts shall together constitute but one and the same instrument.
37
IN WITNESS WHEREOF, the State has caused this Master Fiscal Agency
Agreement to be signed in its behalf by the Chief Fiscal Officer and the Deputy
Chief Fiscal Officer of the Ministry of Finance for the Western Hemisphere
thereunto duly authorized, and to be impressed with its seal, and the Fiscal
Agent has caused this Agreement to be signed by its President or a Vice
President under its corporate seal, attested by its Secretary or an Assistant
Secretary.
STATE OF ISRAEL
By: /s/ Xxxxx Xxxxxxx
------------------------------
Chief Fiscal Officer of the
Ministry of Finance for the
Western Hemisphere
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Deputy Chief Fiscal Officer
of the Ministry of Finance
for the Western Hemisphere
THE BANK OF NEW YORK
as Fiscal Agent
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
Attest:
/s/Xxxxxxxx Xxxxx
-----------------
Secretary
38
