EXHIBIT G
EXECUTION COPY
[STATE OF ISRAEL SEAL]
STATE OF ISRAEL
Underwriting Agreement
New York, New York
June 10, 2003
Citigroup Global Markets Inc.
Xxxxxx Brothers Inc.
As Representatives of the several Underwriters,
c/o Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
The Government of Israel on behalf of the State of Israel ("Israel")
proposes to sell to the entities listed on Schedule I hereto (the
"Underwriters"), for whom you (the "Representatives") are acting as
representatives, $750,000,000 principal amount of its 4.625% Bonds due June 15,
2013 (the "Offered Securities") pursuant to the provisions of a Fiscal Agency
Agreement dated as of March 13, 2000 (the "Fiscal Agency Agreement"), between
Israel and Citibank, N.A. as fiscal agent (the "Fiscal Agent").
The terms which follow, when used in this Agreement, shall have the
meanings indicated:
"Act" means the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.
"Basic Prospectus" means the prospectus included in the Registration
Statement in the form filed with the Commission, as amended or
supplemented to the date of this Agreement, but excluding any amendments
or supplements related solely to an offering of a series of debt
securities other than the Offered Securities.
"Commission" means the Securities and Exchange Commission.
"Effective Date" shall mean each date that the Registration
Statement and any post-effective amendment or amendments thereto became or
becomes effective.
"Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto.
"preliminary prospectus" means any preliminary form of the
Prospectus used in connection with the offering of the Offered Securities
that omits Rule 430A Information, including, without limitation, the Basic
Prospectus and any preliminary prospectus supplement.
"Prospectus" means the Basic Prospectus together with the prospectus
supplement.
"prospectus supplement" means the final prospectus supplement filed
with the Commission pursuant to Rule 424, specifically relating to the
Offered Securities.
"Registration Statement" shall mean the registration statement
referred to in Section 1(a) below, as amended at the Execution Time (or,
if not effective at the Execution Time, in the form in which it shall
become effective) and, in the event any post-effective amendment thereto
becomes effective prior to the Closing Date (as hereinafter defined),
shall also mean such registration statement as so amended. Such term shall
include any Rule 430A Information deemed to be included therein at the
Effective Date as provided by Rule 430A.
"Release" means Release No. 33-6424 under the Act relating to
delayed offerings by foreign governments or political subdivisions
thereof.
"Rule 415", "Rule 424" and "Rule 430A" refer to such rules under the
Act as applicable to registration statements subject to Schedule B under
the Act in accordance with the Release and, to the extent any such rule is
not directly applicable, mean the provisions thereunder as made applicable
by the Release.
"Rule 430A Information" means information with respect to the
Offered Securities and the offering thereof permitted to be omitted from
the Registration Statement when it becomes effective pursuant to Rule
430A.
As used herein, the terms "Registration Statement", "Basic Prospectus",
"Prospectus" and "preliminary prospectus" shall include in each case the
material, if any, incorporated by reference therein.
1. Representations and Warranties. Israel represents and warrants
to, and agrees with, each Underwriter as set forth in this Section 1.
(a) Israel meets the requirements for use of Schedule B under the
Act, is a "seasoned foreign government" within the meaning of the Release
and has filed with the Commission a registration statement (file number
33-13488), including a form of Basic Prospectus, for registration under
the Act of the offering and sale of the Offered Securities. Israel may
have filed with the Commission one or more amendments to such registration
statement, and may have used a preliminary
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prospectus, each of which has previously been furnished to the
Underwriters. Such Registration Statement, as so amended, has become
effective. Although the Basic Prospectus may not include all the
information with respect to the Offered Securities and the offering
thereof required by the Act and the rules thereunder to be included in the
Prospectus, the Basic Prospectus includes all such information required by
the Act and the rules thereunder as applicable pursuant to the Release to
be included therein as of the Effective Date. Israel will hereafter file
with the Commission pursuant to the Release and Rules 415 and 424(b)(2) or
(5) either (x) a prospectus supplement to the Basic Prospectus or (y) an
amendment to such Registration Statement, including such prospectus
supplement. In the case of clause (x), Israel has included in such
Registration Statement, as amended at the most recent Effective Date, the
information required for such procedure pursuant to the Release. As filed,
such prospectus supplement or such amendment and prospectus supplement
shall include all such required information with respect to the Offered
Securities and the offering thereof and, except to the extent the
Representatives shall agree in writing to any modification thereof, shall
be in all substantive respects in the form furnished to the Underwriters
prior to the Execution Time or, to the extent not completed at the
Execution Time, shall be in such form with only such specific additional
information and other changes (beyond those contained in the Basic
Prospectus and any preliminary prospectus) as Israel has advised the
Underwriters, prior to the Execution Time, will be included or made
therein and to which the Representatives shall have agreed.
(b) On the Effective Date, the Registration Statement did or will,
and, when the Prospectus is first filed (if required) in accordance with
Rule 424(b) and on the Closing Date (as defined), the Prospectus (as
supplemented in the case of the Closing Date) will, comply in all material
respects with the applicable requirements of the Act, the rules thereunder
and the Release; on the Effective Date, the Registration Statement did not
or will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and, on the Effective
Date, the Prospectus, if not filed pursuant to Rule 424(b), did not or
will not, and, on the date of any filing pursuant to Rule 424(b) and on
the Closing Date, the Prospectus (as supplemented in the case of the
Closing Date) will not, include any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that Israel makes no representations or
warranties as to the information contained in or omitted from the
Registration Statement or the Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing to
Israel by or on behalf of any Underwriter specifically for inclusion in
the Registration Statement or the Prospectus (or any supplement thereto).
(c) The issuance and sale of the Offered Securities have been duly
authorized, and, when duly executed, authenticated, issued and delivered
as provided in the Fiscal Agency Agreement and paid for in accordance with
the terms hereof, will be duly and validly issued and outstanding, and
will constitute
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valid and binding obligations of Israel for the payment and performance of
which the full faith and credit of Israel will be pledged; the Offered
Securities will rank pari passu without any preference among themselves;
the payment obligations of Israel will at all times rank at least equally
with all other payment obligations of Israel relating to unsecured,
unsubordinated "external indebtedness" (as defined in the Offered
Securities); and the Offered Securities, when issued and delivered, will
conform to the description thereof contained in the Prospectus.
(d) Israel is a member of the International Monetary Fund and the
International Bank for Reconstruction and Development.
(e) Israel is not a party to any agreement with the United States of
America relating in any way to the immunity of Israel from jurisdiction of
courts, suit, execution upon a judgment, attachment prior to judgment or
in aid of execution upon a judgment or any other legal process. Israel is,
under the law of Israel, subject to civil and commercial law with respect
to its obligations under this Agreement, the Fiscal Agency Agreement and
the Offered Securities and has agreed not to assert the defense of
immunity, on the grounds of sovereignty or otherwise, in respect of any
suit, action or proceeding arising out of or relating to claims under this
Agreement, the Fiscal Agency Agreement or the Offered Securities, except
any such suit, action or proceeding instituted by a holder of the Offered
Securities (other than an Underwriter instituting such suit, action or
proceeding in its capacity as an Underwriter under this Agreement) arising
out of or based on United States federal or state securities laws.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, Israel agrees
to sell to each Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from Israel, at a purchase price of 98.863% of the
principal amount thereof, plus accrued interest on the Offered Securities from
June 13, 2003, to the Closing Date, the principal amount of the Offered
Securities set forth opposite such Underwriter's name in Schedule I hereto.
3. Delivery and Payment. Delivery of and payment for the Offered
Securities shall be made at 10:00 a.m., New York City time, on June 13, 2003,
which date and time may be postponed by agreement between the Representatives
and Israel or as provided in Section 10 hereof (such date and time of delivery
and payment for the Offered Securities being herein called the "Closing Date").
Delivery of the Offered Securities shall be made to the Underwriters through the
facilities of The Depository Trust Company for the respective accounts of the
several Underwriters against payment by the several Underwriters of the purchase
price thereof to or upon the order of Israel by certified or official bank check
or checks drawn on or by a New York Clearing House bank and payable in next day
funds. Delivery of the Offered Securities shall be made at such location as the
Representatives shall reasonably designate at least one business day in advance
of the Closing Date, and payment for the Offered Securities shall be made at the
offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx, 00000. Certificates for the Offered Securities shall be
registered
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in such names and in such denominations as the Representatives may request not
less than two full business days in advance of the Closing Date.
Israel agrees to have the Offered Securities available for
inspection, checking and packaging by the Underwriters in New York, New York,
not later than 1:00 p.m. on the business day prior to the Closing Date.
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus. Each of the Underwriters represents and warrants
that it has complied with and will comply with all applicable provisions of the
Financial Services and Markets Xxx 0000 with respect to anything done by it in
relation to the Offered Securities in, from or otherwise involving the United
Kingdom.
5. Agreements. Israel agrees with the several Underwriters that:
(a) Israel will use its best efforts to cause the Registration
Statement, if not effective at the Execution Time, and any amendment
thereto, to become effective as soon as reasonably practicable thereafter.
Prior to the termination of the offering of the Offered Securities, Israel
will not file any amendment of the Registration Statement or supplement
(including the Prospectus or any preliminary prospectus) to the Basic
Prospectus unless Israel has furnished the Underwriters a copy for their
review prior to filing and will not file any such proposed amendment or
supplement to which the Representatives reasonably object, unless Israel
is otherwise advised by its U.S. counsel that such filing is required
under the Act. Subject to the foregoing sentence, Israel will cause the
Prospectus, properly completed, and any supplement thereto to be filed
with the Commission pursuant to the applicable paragraph of Rule 424(b)
within the time period prescribed by such Rule and will provide evidence
satisfactory to the Underwriters of such timely filing. Israel will
promptly advise the Underwriters (i) when the Registration Statement, if
not effective at the Execution Time, and any amendment thereto, shall have
become effective, (ii) when the Prospectus, and any supplement thereto,
shall have been filed with the Commission pursuant to Rule 424(b), (iii)
when, prior to termination of the offering of the Offered Securities, any
amendment to the Registration Statement shall have been filed or become
effective, (iv) of any request by the Commission for any amendment of the
Registration Statement or supplement to the Prospectus or for any
additional information, (v) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (vi) of
the receipt by Israel of any notification with respect to the suspension
of the qualification of the Offered Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose. Israel will use its best efforts to prevent the issuance of any
such stop order or the suspension of any such qualification and, if issued
or suspended, to obtain as soon as possible the withdrawal thereof.
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(b) If, at any time when a prospectus relating to the Offered
Securities is required to be delivered under the Act, any event occurs as
a result of which the Prospectus as then supplemented would include any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein in the light of the circumstances
under which they were made not misleading, or if it shall be necessary to
amend the Registration Statement or supplement the Prospectus to comply
with the Act or the respective rules thereunder, Israel promptly will (i)
prepare and file with the Commission, subject to the second sentence of
paragraph (a) of this Section 5, an amendment or supplement which will
correct such statement or omission or effect such compliance and (ii)
supply any supplemented Prospectus to the Underwriters in such quantities
as they may reasonably request.
(c) Israel will endeavor to qualify the Offered Securities for offer
and sale under the securities or Blue Sky laws of such jurisdictions as
the Underwriters shall reasonably request and to pay all expenses
(including reasonable fees and disbursements of counsel) in connection
with such qualification and in connection with the determination of the
eligibility of the Offered Securities for investment under the laws of
such jurisdictions as the Underwriters may reasonably designate; provided,
however, that Israel shall not be obligated to file any general or
unlimited consent to service of process in any jurisdiction.
(d) Israel will make generally available to holders of the Offered
Securities, as soon as practicable, a statement in the English language of
revenues and expenditures of Israel covering the first full fiscal year of
Israel beginning after the date of this Agreement which will satisfy the
provisions of Section 11(a) of the Act; it is understood that this
undertaking shall be deemed satisfied if Israel has filed its Annual
Report on Form 18-K for the year ended December 31, 2003.
(e) So long as any of the Offered Securities are outstanding, Israel
will furnish to the Underwriters copies of all reports and financial
statements filed with the Commission in connection with the Offered
Securities.
(f) Until the business day following the Closing Date, Israel will
not, without the consent of the Representatives, offer or sell in the
United States, or announce the offering in the United States of, any
securities other than normal course offers of State of Israel Bonds sold
through the Development Corporation for Israel.
(g) Israel will furnish to the Underwriters and counsel for the
Underwriters, without charge, copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a prospectus by
an Underwriter or dealer may be required by the Act, as many copies of any
preliminary prospectus and the Prospectus and any supplement thereto as
the Underwriters may reasonably request. Israel will pay the expenses of
printing or other production of all documents relating to the offering of
Offered Securities pursuant to this Agreement.
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(h) Israel will use best efforts to cause the Offered Securities to
be listed on the Luxembourg Stock Exchange.
6. Expenses. Whether or not the transactions contemplated hereunder
are consummated or this Agreement is terminated, unless otherwise agreed, Israel
will pay all costs and expenses incident to the performance of the obligations
of Israel hereunder, including, without limiting the generality of the
foregoing, (i) all costs and expenses incident to the preparing, printing,
filing and distributing of the Registration Statement (including all exhibits
thereto), any preliminary prospectus, the Prospectus and any amendments thereof
or supplements thereto, (ii) all costs and expenses of printing and distributing
this Agreement and the Fiscal Agency Agreement, (iii) all costs, taxes and
expenses in connection with the engraving, printing, issuance and delivery of
the Offered Securities, (iv) all costs and expenses (including reasonable fees
of counsel and their disbursements) incurred in connection with "Blue Sky"
qualifications and the determination of the legality of the Offered Securities
for investment, (v) any fees charged by securities rating services for rating
the Offered Securities, (vi) any filing fees incident to, and the fees and
disbursements of counsel for the Underwriters in connection with, any required
review by the National Association of Securities Dealers, Inc. of the terms of
the sale of the Offered Securities; (vii) all costs and expenses related to the
eligibility and acceptance of the Offered Securities for deposit with The
Depository Trust Company, (viii) any costs and expenses, including fees of
listing agents, in connection with the listing of the Offered Securities on the
Luxembourg Stock Exchange and (ix) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. Except as provided in this Section 6 and in
Section 8 hereof, the Underwriters will pay all their own costs and expenses and
all costs and expenses related to investor presentations (including travel and
accommodation expenses of the Underwriters and of Israel, the costs of
presentations, room rentals for presentations and other similar expenses and any
fees payable under the Bloomberg Agreement).
7. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Offered Securities shall be
subject to the accuracy in all material respects of the representations and
warranties on the part of Israel contained herein as of the time of the
execution of this Agreement and the Closing Date, to the accuracy in all
material respects of the statements of Israel made in any certificates pursuant
to the provisions hereof, to the performance by Israel of its obligations
hereunder and to the following additional conditions:
(a) If the Registration Statement has not become effective prior to
the Execution Time, unless the Representatives agree in writing to a later
time, the Registration Statement will become effective not later than (i)
6:00 p.m. New York City time, on the date of determination of the public
offering price, if such determination occurred at or prior to 3:00 p.m.
New York City time on such date or (ii) 12:00 noon on the business day
following the day on which the public offering price was determined, if
such determination occurred after 3:00 p.m. New York City time on such
date; if filing of the Prospectus, or any supplement thereto, is required
pursuant to Rule 424(b), the Prospectus, and any such
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supplement, shall have been filed in the manner and within the time period
required by Rule 424(b) and in accordance with Section 5(a) of this
Agreement; no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been instituted or threatened; and any request of the Commission for
additional information shall have been complied with to the satisfaction
of the Representatives.
(b) Israel shall have furnished to the Underwriters the written
opinion, satisfactory to the Representatives, of the Legal Advisor to the
Ministry of Finance of the State of Israel (the "Legal Advisor") dated the
Closing Date, to the effect that:
(i) the Offered Securities have been duly and validly
authorized and executed in accordance with the laws of Israel and,
when duly authenticated in accordance with the terms of the Fiscal
Agency Agreement and delivered and paid for in accordance with the
terms of this Agreement, the Offered Securities will be valid and
binding obligations of Israel entitled to the benefits of the Fiscal
Agency Agreement;
(ii) the obligations of Israel under the Fiscal Agency
Agreement, this Agreement and the Offered Securities are and will be
direct, general and unconditional obligations of Israel, are, under
the laws of Israel, subject to civil and commercial substantive and
procedural law and to the procedural requirements relating to
enforcement and recognition of foreign judgments. The Offered
Securities will rank pari passu, without any preference among
themselves; the payment obligations of Israel will at all times rank
at least equally with all other payment obligations of Israel
relating to unsecured and unsubordinated "external indebtedness" (as
defined in the Offered Securities) of Israel; the full faith and
credit of Israel has been pledged for the due and punctual payment
of the principal of and interest on the Offered Securities and for
the performance of the obligations of Israel with respect thereto;
(iii) Israel has the power and authority required for the
execution and delivery of the Fiscal Agency Agreement, this
Agreement, the issuance of the Offered Securities and the
performance by Israel of its obligations thereunder and hereunder;
and none of the execution or delivery by Israel of this Agreement,
the Fiscal Agency Agreement, or the Offered Securities, the
performance of its obligations hereunder or thereunder, or the
fulfillment by Israel of the terms hereof or thereof requires, under
Israeli law, any publication, waiver, consent, filing, registration,
authorization or approval;
(iv) the Fiscal Agency Agreement has been duly authorized,
executed and delivered by Israel in accordance with the laws of
Israel and is a valid and binding agreement of Israel;
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(v) this Agreement has been duly authorized, executed and
delivered by Israel in accordance with the laws of Israel;
(vi) all statements in the Registration Statement and the
Prospectus with respect to or involving laws, statutes and
regulations of or pertaining to Israel are accurate in all material
respects and fairly present the information purported to be shown;
(vii) the provisions of this Agreement and the Offered
Securities wherein Israel consents to the jurisdiction of certain
courts in the United States and agrees not to assert the defense of
immunity, on the grounds of sovereignty or otherwise, are valid and
binding; final judgment against Israel in any such suit, action or
proceeding brought, in accordance with such provisions, in the
courts of Israel or Federal or state courts in the City of New York
would be conclusive and binding upon Israel and may be enforced in
the courts of Israel, without retrial or reexamination but subject
to the procedural requirements relating to enforcement and
recognition of foreign judgments;
(viii) under Israeli law in effect as of the date of such
opinion, payments made under the Offered Securities will be exempt
from Israeli taxation, and there are no transfer, stamp or similar
taxes under the laws of Israel payable in connection with the
issuance, transfer and sale of the Offered Securities or the
execution and delivery of this Agreement or the Fiscal Agency
Agreement;
(ix) the choice of New York law to govern the validity,
construction and performance of this Agreement, the Offered
Securities and the Fiscal Agency Agreement would be upheld by an
Israeli court as a valid and effective choice of law under the laws
of Israel;
(x) none of the execution or delivery by Israel of this
Agreement, the Fiscal Agency Agreement, or the Offered Securities,
the performance by Israel of its obligations hereunder or
thereunder, or the fulfillment by Israel of the respective terms
hereof or thereof, will violate any provision of the laws of Israel
or, to the best knowledge of the Legal Advisor, violate any order,
rule or regulations of any Israeli Court, regulatory body, or
administrative body or governmental body;
(xi) none of the execution or delivery by Israel of this
Agreement, the Fiscal Agency Agreement, or the Offered Securities,
the performance by Israel of its obligations hereunder or
thereunder, or the fulfillment of the respective terms thereof by
Israel, will, to the best knowledge of the Legal Advisor after due
inquiry, violate, or result in a breach of, the terms of, or cause a
default under, any note, note agreement, bank loan, or any other
agreement or instrument for money borrowed to which Israel is a
party;
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(xii) there is no action, suit, or proceeding pending, or to
the knowledge of the Legal Advisor, threatened against or affecting
Israel, before any court or administrative agency in Israel,
challenging the validity or enforceability of this Agreement, the
Fiscal Agency Agreement, or the Offered Securities or the
transactions contemplated thereby;
(xiii) the Registration Statement, as amended, and the
Prospectus, and their filing with the Commission have been duly
authorized by and on behalf of Israel and the Registration Statement
has been duly executed on behalf of Israel;
(xiv) the Legal Advisor shall further confirm that appropriate
officials in the Ministry of Finance have been apprised of the
disclosure standards applicable to the offering described in this
Agreement and have reviewed the Prospectus. Based on such review,
the results of which have been discussed with the Legal Advisor, the
Legal Advisor shall confirm that, although the Legal Advisor shall
not have made an independent investigation or verification of the
correctness and completeness of the information included in the
Prospectus, nothing has come to the Legal Advisor's attention that
would lead the Legal Advisor to believe that (except as to the
financial and statistical data contained therein as to which the
Legal Advisor need not express any belief) (a) the Registration
Statement and the Prospectus included therein at the time the
Registration Statement became effective did not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make statements
therein not misleading, and (b) the Prospectus does not contain any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and
(xv) the appointment of the Authorized Agent in Section 13
below and any waiver in that section by Israel in respect thereto
are legal, valid and binding in accordance with their respective
terms under the laws of Israel.
In rendering such opinion, the Legal Advisor may rely without independent
investigation on the opinion pursuant to paragraph (c) below as to matters
of New York and United States Federal law and such opinion shall be
subject to any limitations and exceptions contained in the opinion so
relied upon. References to the Prospectus in this paragraph (b) include
any supplements thereto at the Closing Date.
(c) The Underwriters shall have received on and as of the Closing
Date an opinion, satisfactory to the Representatives, of Xxxxxx & Xxxxxx,
special United States counsel to Israel, to the effect that:
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(i) the Offered Securities, when duly authorized, executed,
authenticated and issued in accordance with the terms of the Fiscal
Agency Agreement and delivered and paid for in accordance with the
terms of this Agreement, will be valid and binding obligations of
Israel entitled to the benefits of the Fiscal Agency Agreement;
(ii) the Fiscal Agency Agreement, when duly authorized,
executed and delivered by the parties thereto, shall constitute a
valid and legally binding agreement of Israel, enforceable in
accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to
general equity principles;
(iii) no consent, approval, authorization, order,
registration, clearance, qualification or filing (each, a
"Governmental Authorization") of or with any United States Federal
or state government, administrative agency, commission or other body
is required for the issue and sale of the Offered Securities or the
consummation by Israel of the transactions contemplated by this
Agreement or the Fiscal Agency Agreement, except such as have been
obtained under the Act and such Governmental Authorizations as may
be required under state securities or Blue Sky laws in connection
with the purchase and distribution of the Offered Securities by the
Underwriters;
(iv) the statements in the Registration Statement and the
Prospectus under the captions "Description of the Securities" and
"Description of Bonds" insofar as they purport to constitute a
summary of certain provisions of the Offered Securities and the
Fiscal Agency Agreement provide a fair summary of such provisions;
(v) the statements in the Registration Statement and the
Prospectus under the caption "United States Taxation", insofar as
they purport to constitute a summary of the material United States
Federal income and estate tax consequences of the purchase,
ownership and disposition of the Offered Securities, provide a fair
summary of such consequences;
(vi) Israel has validly submitted, under the laws of the State
of New York and the Federal laws of the United States, to the
jurisdiction of the State and Federal courts in the Borough of
Manhattan in the City of New York, in any suit, action or proceeding
arising out of or based on this Agreement, the Fiscal Agency
Agreement or the Offered Securities, except any such suit, action or
proceeding instituted by a holder of the Offered Securities (other
than an Underwriter instituting such suit, action or proceeding in
its capacity as an Underwriter under this Agreement) arising out of
or based on United States Federal or state securities laws;
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(vii) the documents expressly incorporated by reference in the
Prospectus as amended or supplemented (other than the financial
statements and related schedules therein, as to which such counsel
need express no opinion), when they became effective or were filed
with the Commission, as the case may be, appear on their face to
comply as to form in all material respects with the requirements of
the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder;
(viii) the agreement of Israel contained in this Agreement,
the Offered Securities and the Fiscal Agency Agreement that each
will be governed and construed in accordance with the laws of the
State of New York, except with respect to its authorization and
execution by and on behalf of Israel, is valid and binding;
(ix) the Offered Securities are exempt from the provisions of
the Trust Indenture Act of 1939, as amended, under Section 304(a)(6)
of said Act, and no indenture in respect of the Offered Securities
need be qualified under said Act; and
(x) the Registration Statement has become effective under the
Act as of the date and time specified in such opinion, and, to the
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose are pending before or threatened by the
Commission.
In giving such opinion, Xxxxxx & Xxxxxx may (i) assume that the
Fiscal Agency Agreement, the Offered Securities and this Agreement have
been duly authorized, executed and delivered by the appropriate party or
parties thereto and that each such party has adequate power and authority
to enter therein and (ii) rely without independent investigation on the
opinion delivered pursuant to paragraph (b) above as to matters governed
by the laws of Israel and such opinion shall be subject to any limitations
and exceptions contained in the opinion delivered pursuant to paragraph
(b) above.
In addition, Xxxxxx & Xxxxxx shall have furnished the Underwriters
with a letter, dated the Closing Date, confirming that as United States
counsel to Israel, such counsel reviewed the Registration Statement and
the Prospectus as then amended or supplemented, participated in
discussions with your representatives and those of Israel and its Israeli
counsel, and advised Israel as to the requirements of the Securities Act
and the applicable rules and regulations thereunder; on the basis of the
information that such counsel gained in the course of the performance of
such services, considered in the light of their understanding of the
applicable law and the experience they have gained through their practice
under the Securities Act, such counsel will confirm to you that, in their
opinion, the Registration Statement and the Prospectus as then amended or
supplemented, as of the effective date of the Registration Statement,
appeared on their face to be
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appropriately responsive in all material respects to the requirements of
the Securities Act and the applicable rules and regulations of the
Commission thereunder; nothing that came to such counsel's attention in
the course of the limited procedures described in such letter has caused
such counsel to believe that the Registration Statement or the Prospectus
as then amended or supplemented, as of such effective date, contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading; and nothing that has come to such counsel's attention in
the course of the limited procedures described in such letter has caused
such counsel to believe that the Prospectus (as then amended or
supplemented) at the date hereof contained any untrue statement of a
material fact or omitted to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made, not misleading. Such counsel may state that the
limitations inherent in the independent verification of factual matters
and the character of determinations involved in the registration process
are such that they do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus except for those made under the captions
"Description of the Securities" and "Underwriters" in the Prospectus as
then amended and supplemented insofar as they purport to summarize certain
provisions of documents therein described; that such counsel do not
express any opinion or believe as to (1) the financial statements and
related schedules or other financial data or (2) statistical information
and data contained in the Registration Statement or the Prospectus as then
amended or supplemented, or as to matters of the laws of Israel; and that
their letter is furnished as United States counsel for Israel to you and
is solely for your benefit.
(d) The Underwriters shall have received from Cravath, Swaine &
Xxxxx LLP, counsel for the Underwriters, such opinion and letter, dated
the Closing Date, with respect to the issuance and sale of the Offered
Securities, the Fiscal Agency Agreement, the Registration Statement, the
Prospectus (together with any supplement thereto) and other related
matters as the Representatives may reasonably require, and Israel shall
have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters. In giving such
opinion, Cravath, Swaine & Xxxxx LLP may rely without independent
investigation on the opinion delivered pursuant to paragraph 7(b) above as
to the matters governed by the laws of Israel and such opinion shall be
subject to any limitations and exceptions contained in the opinion
delivered pursuant to paragraph (b) above.
(e) Israel shall have furnished to the Underwriters a certificate of
Israel, signed by either (i) the Director General and the Accountant
General of the Ministry of Finance or (ii) the Consul and Chief Fiscal
Officer for the Western Hemisphere and the Deputy Chief Fiscal Officer for
the Western Hemisphere of the Ministry of Finance, dated the Closing Date,
to the effect that the signer of such certificate has carefully examined
the Registration Statement, the Prospectus, any supplement to the
Prospectus and this Agreement and that:
13
(i) the representations and warranties of Israel in this
Agreement are true and correct in all material respects on and as of
the Closing Date with the same effect as if made on the Closing Date
and Israel has complied in all material respects with all the
agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to Israel's knowledge, threatened;
and
(iii) there has been no material adverse change or any
development involving a prospective material adverse change in the
condition (financial, economic or political) of Israel from that set
forth in the Prospectus (exclusive of any supplement thereto dated
after the Execution Time) that was not disclosed to the Underwriters
prior to the Execution Time.
(f) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statement (exclusive of any
amendment thereof dated after the Execution Time) and the Prospectus
(exclusive of any supplement thereto dated after the Execution Time),
there shall not have been any change or any development involving a
prospective change in the condition (financial, economic or political) of
Israel from that set forth in the Registration Statement that, in the
judgment of the Representatives, is material and adverse and makes it
impractical or inadvisable to proceed with the offering or delivery of the
Offered Securities as contemplated by the Registration Statement
(exclusive of any amendment thereof dated after the Execution Time) and
the Prospectus (exclusive of any supplement thereto dated after the
Execution Time).
(g) Subsequent to the Execution Time, there shall not have been any
decrease in the rating of any of Israel's debt securities by Standard and
Poor's Corporation or Xxxxx'x Investors Service, Inc. or any written
notice given of any intended or potential change in any such rating that
is not an upward change.
(h) Subsequent to the Execution Time, no proceeding shall be pending
or threatened to restrain or enjoin the issuance, sale or delivery of the
Offered Securities or in any manner to question the laws, proceedings,
directives, resolutions, approvals, consents or orders under which the
Offered Securities are to be issued or to question the validity of the
Offered Securities, and none of such laws, proceedings, directives,
resolutions, approvals, consents or orders shall have been repealed,
revoked or rescinded in whole or in part.
(i) Subsequent to the Execution Time, Israel shall not have ceased
to be a member of the International Monetary Fund and the International
Bank for Reconstruction and Development.
14
(j) Prior to the Closing Date, Israel shall have furnished to the
Underwriters such further information, certificates, opinions and other
documents as the Representatives may reasonably request.
If any of the conditions specified in this Section 7 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and to counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of such
cancellation shall be given to Israel in writing or by telephone or telegraph
confirmed in writing.
The documents required to be delivered by this Section 7 shall be
delivered at the office of Cravath, Swaine & Xxxxx LLP, counsel for the
Underwriters, at Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000,
at the Closing Date.
8. Reimbursement of Underwriters' Expenses. If the sale of the
Offered Securities provided for herein is not consummated because any condition
to the obligations of the Underwriters set forth in Section 7 hereof is not
satisfied, because of any termination pursuant to Section 11 hereof or because
of any refusal, inability or failure on the part of Israel to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, Israel will reimburse the Underwriters
severally upon demand for all reasonable out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Offered
Securities.
9. Indemnification and Contribution. (a) Israel agrees to indemnify
and hold harmless each Underwriter, the directors, officers, employees and
agents of each Underwriter and each person who controls any Underwriter within
the meaning of either Section 15 of the Act or Section 20 of the Securities
Exchange Act of 1934 (the "Exchange Act") against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement for the registration of the Offered
Securities as originally filed or in any amendment thereof, or in any
preliminary prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading or, in the case of the
Prospectus, in light of the circumstances under which they were made, not
misleading, and agrees to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that
15
(i) Israel will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
Israel by or on behalf of any Underwriter specifically for inclusion therein and
(ii) such indemnity with respect to the preliminary prospectus shall not inure
to the benefit of any Underwriter (or any person controlling such Underwriter)
from whom the person asserting any such loss, claim, damage or liability
purchased the Offered Securities if such person did not receive a copy of the
Prospectus (or the Prospectus as amended or supplemented) at or prior to the
confirmation of the sale of such Offered Securities to such person in any case
where such delivery is required by the Act, if the untrue statement or omission
of a material fact contained in the preliminary prospectus was corrected in the
Prospectus (or the Prospectus as amended or supplemented) and Israel furnished
copies thereof to such Underwriter. This indemnity agreement will be in addition
to any liability which Israel may otherwise have. Israel further agrees to
indemnify and hold harmless each Underwriter against any requirement under the
laws of Israel to pay any stamp or similar taxes in connection with the issuance
of the Offered Securities to such Underwriter by Israel.
(b) Each Underwriter severally agrees to indemnify and hold harmless
Israel, to the same extent as the foregoing indemnity from Israel to each
Underwriter, but only with reference to written information relating to such
Underwriter furnished in writing to Israel by or on behalf of such Underwriter
specifically for inclusion in the documents referred to in such foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. Israel acknowledges that the statements set
forth under the heading "Underwriting" in the prospectus supplement constitute
the only information furnished in writing by or on behalf of the several
Underwriters for inclusion in the documents referred to in such foregoing
indemnity, and the Underwriters confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 9, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ
16
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel, if (i)
the use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. It is
understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm (in addition to
local counsel) for all such indemnified parties and that such fees and expenses
shall be reimbursed as they are incurred. An indemnifying party will not,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 9 is unavailable or insufficient (unless such indemnity is
unavailable or insufficient by operation of the provisos set forth therein) to
hold harmless an indemnified party for any reason, Israel and the Underwriters
agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively, "Losses") to which Israel and
one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by Israel and by the
Underwriters from the offering of the Offered Securities; provided, however,
that in no case shall any Underwriter (except as may be provided in any
agreement among the Underwriters relating to the offering of the Offered
Securities) be responsible for any amount in excess of the underwriting discount
or commission applicable to the Offered Securities purchased by such Underwriter
hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, Israel and the Underwriters shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of Israel and of the Underwriters in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by Israel shall be deemed
to be equal to the total net proceeds from the offering (before deducting
expenses), and benefits received by the Underwriters shall be deemed to be equal
to the total underwriting discounts and commissions, in each case as set forth
on the cover page of the Prospectus. Relative fault shall be determined by
reference to whether any alleged untrue statement or omission relates to
information provided by Israel or the Underwriters. Israel and the
17
Underwriters agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does
not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 9, each person who
controls an Underwriter within the meaning of either the Act or the Exchange Act
and each director, officer, employee and agent of an Underwriter shall have the
same rights to contribution as such Underwriter, and each official of Israel who
shall have signed the Registration Statement shall have the same rights to
contribution as Israel, subject in each case to the applicable terms and
conditions of this paragraph (d).
10. Default by an Underwriter. If any one or more Underwriters shall
fail or refuse to purchase and pay for any of the Offered Securities agreed to
be purchased by such Underwriter or Underwriters hereunder and such failure to
purchase and pay shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the
principal amount of Offered Securities set forth opposite their names in
Schedule I hereto bears to the aggregate principal amount of Offered Securities
set forth opposite the names of all the remaining Underwriters) the Offered
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that the remaining nondefaulting Underwriters shall
not be obligated to purchase any of the Offered Securities if the aggregate
principal amount of Offered Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate
principal amount of Offered Securities and any remaining nondefaulting
Underwriter shall not be obligated to purchase more than 110% of the principal
amount of Offered Securities set forth opposite its name in Schedule I hereto.
If the foregoing maximums are exceeded, the remaining Underwriters, or other
underwriters acceptable to the nondefaulting Underwriters, shall have the right
to purchase all, but shall not be under any obligation to purchase any, of the
Offered Securities, and if such nondefaulting Underwriters, or other
underwriters acceptable to the nondefaulting Underwriters, do not purchase all
the Offered Securities, this Agreement will terminate without liability to any
nondefaulting Underwriter or Israel. In the event of a default by any
Underwriter as set forth in this Section 10, the Closing Date shall be postponed
for such period, not exceeding seven days, as the Underwriters shall determine
in order that the required changes in the Registration Statement and the
Prospectus or in any other documents or arrangements may be effected. As used in
this Agreement, the term "Underwriter" includes, for all purposes of this
Agreement unless the context requires otherwise, any underwriter, other than the
Underwriters, who purchases Offered Securities which a defaulting Underwriter
agreed but failed to purchase. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to Israel and any
nondefaulting Underwriter for damages occasioned by its default hereunder.
11. Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representatives, by notice given to Israel prior
to delivery of and payment for the Offered Securities, if prior to such time (i)
trading in securities
18
generally on the New York Stock Exchange shall have been suspended or limited or
minimum prices shall have been established on such Exchange or settlement of
securities trading generally shall have been materially disrupted, (ii) a
banking moratorium shall have been declared either by Federal or New York State
authorities or Israeli authorities or (iii) there shall have occurred (x) any
outbreak or escalation of hostilities in which the United States or Israel is
involved or declaration by the United States or Israel of a national emergency
or war or other calamity or crisis or (y) a material adverse change in the
general economic, political or financial conditions in Israel or the United
States the effect of which on financial markets is such as to make it, in the
judgment of the Representatives, impracticable or inadvisable to proceed with
the offering or delivery of the Offered Securities as contemplated by the
Prospectus.
12. Representations and Indemnities To Survive. The respective
agreements, representations, warranties, indemnities and other statements of
Israel and of the Underwriters set forth in or made in writing pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or Israel or any of the officers,
directors or controlling persons referred to in Section 9 hereof, and will
survive delivery of and payment for the Offered Securities. The provisions of
Sections 8 and 9 hereof shall survive the termination or cancellation of this
Agreement.
13. Submission to Jurisdiction; Agent for Service of Process. Israel
and the Underwriters agree that the Federal courts of the United States sitting
in the Southern District of New York, the courts of the State of New York
sitting in the City of New York and the courts of Israel shall have exclusive
jurisdiction in respect of any legal action or proceeding brought against Israel
and arising out of or relating to this Agreement. In respect of any such
proceeding which may be brought hereunder, Israel irrevocably submits to the
jurisdiction of the Federal courts of the United States in the Southern District
of New York, the courts of the State of New York sitting in the City of New York
and the courts of Israel and waives any right of objection to the laying of
venue in any such court, including, without limitation, any objection on the
basis of inconvenient forum. Israel irrevocably agrees to be bound by any final
judgment rendered thereby in connection with this Agreement from which no appeal
has been taken or is available.
Israel hereby appoints the Chief Fiscal Officer for the Western
Hemisphere of the Ministry of Finance of the Government of Israel, whose office
address is presently at 800 Second Avenue, 17th Floor, New York, N.Y. 10017, as
its authorized agent ("Authorized Agent") to receive on its behalf service of
process in any proceeding which may be brought under the immediately preceding
paragraph of this Section 13 in a Federal court of the United States in the
Southern District of New York or in a New York State court in the City of New
York. Israel may nominate a substitute or replacement for its Authorized Agent
in the State of New York by giving notice thereof to you, but such appointment
shall not be effective until the successor to the Authorized Agent accepts
appointment as such. Israel agrees that it will at all times maintain an
Authorized Agent to receive such service, as above provided. The failure of the
Authorized Agent to give Israel notice of the service of any process shall not
affect the validity of any proceeding
19
based on that process or any judgment obtained pursuant to it. Israel will take
any and all action, including the filing of any and all documents and
instruments, that may be necessary to continue such appointment or appointments
in full force and effect as aforesaid. Service of process upon the Authorized
Agent at the address indicated in this Section 13, or at such other address in
the Borough of Manhattan in the City of New York, as may be the office of the
Authorized Agent at the time of such service, and written notice of such service
to Israel (mailed or delivered to Israel at the address set forth in Section 14)
hereof shall be deemed, in every respect, effective service of process upon
Israel.
In respect of any proceeding 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, execution or
attachment in aid of execution, personally and in respect of any of its
property.
Neither the submission to jurisdiction, the appointment of the
Authorized Agent or the agreements with respect to immunity in this Section 13
shall be interpreted to include actions brought under the United States Federal
securities laws or any State securities laws (other than any legal action or
proceeding instituted by an Underwriter in its capacity as an Underwriter under
this Agreement).
14. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Underwriters, will be mailed,
delivered or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax
no.: (000) 000-0000) and confirmed to the General Counsel, Citigroup Global
Markets Inc., at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
General Counsel; or, if sent to Israel, will be mailed, delivered or telegraphed
and confirmed to it at:
Government of Israel
Ministry of Finance
000 Xxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Consul and Chief Fiscal Officer
with a copy to:
Government of Israel
Ministry of Finance
0 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
ISRAEL
Attn: Accountant General
15. English Documents. All documents to be delivered under this
Agreement by Israel shall be in the English language or accompanied by a
certified English translation.
20
16. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 9 hereof, and no
other person will have any right or obligation hereunder. No purchaser of any
Offered Securities from any Underwriter shall be deemed to be a successor or
assign merely by reason of such purchase.
17. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York, without regard to the
conflicts of law principles of such State, except with respect to its
authorization and execution by and on behalf of Israel, which shall be governed
by the law of Israel.
18. Counterparts. This Agreement may be signed in two or more
counterparts, which together shall constitute one and the same instrument.
21
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among Israel
and the several Underwriters.
Very truly yours,
THE GOVERNMENT OF ISRAEL, on behalf of
STATE OF ISRAEL
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
By: Citigroup Global Markets Inc.
By:
-----------------------------
Name:
Title:
By: Xxxxxx Brothers Inc.
By:
-----------------------------
Name:
Title:
For themselves and the other
Several Underwriters named in
Schedule I to the foregoing Agreement.
SCHEDULE I
Principal Amount of
Offered Securities
Underwriters to be Purchased
------------ ----------------
Citigroup Global Markets Inc. ............................... $322,500,000
Xxxxxx Brothers Inc. ........................................ 322,500,000
Bear, Xxxxxxx & Co. Inc. .................................... 15,000,000
Deutsche Bank Securities Inc. ............................... 15,000,000
Xxxxxxx, Xxxxx & Co. ........................................ 15,000,000
HSBC Securities (USA) Inc. .................................. 15,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated .......... 15,000,000
Xxxxxx Xxxxxxx & Co. Incorporated ........................... 15,000,000
UBS Securities LLC .......................................... 15,000,000
------------
$750,000,000
============
