UNDERWRITING AGREEMENT Dated as of [DATE] BETWEEN THE STATE OF ISRAEL AND DEVELOPMENT CORPORATION FOR ISRAEL (Underwriter) [NAME OF SERIES OF BONDS]
Exhibit
4(1)
Dated
as of [DATE]
BETWEEN
THE
STATE OF ISRAEL
AND
DEVELOPMENT
CORPORATION FOR ISRAEL
(Underwriter)
[NAME
OF SERIES OF BONDS]
AGREEMENT
made
[DATE] between the STATE OF ISRAEL (the “State”) and DEVELOPMENT CORPORATION FOR
ISRAEL (the “Corporation”).
WITNESSETH:
WHEREAS,
the
State has duly authorized the issuance and/or renewal of certain issues of
its
bonds in one or more series known as
its in
the aggregate principal amount of
$ (the
“Bonds”) and has duly authorized the execution and delivery of this Agreement;
and
WHEREAS,
this
Agreement is intended by the parties to supersede any other underwriting
agreement between the parties relating the Bonds; and
WHEREAS,
the
Corporation, duly organized and incorporated under the laws of the State of
New
York, has agreed to undertake the sale of the Bonds in accordance with the
terms
herein contained; and
WHEREAS,
the
State and The Bank of New York (the “Fiscal Agent”) have entered into a Master
Fiscal Agency Agreement, a copy of which has been provided to the Corporation
and a supplement thereto with respect to the Bonds, substantially in the form
attached hereto as Schedule
A
(the
“Fiscal Agency Agreement”); and
WHEREAS,
the
Bonds will be substantially in the form attached as Exhibit
A
to said
supplement to the Master Fiscal Agency Agreement;
NOW,
THEREFORE, IT IS AGREED THAT:
1. The
Corporation shall be the sole and exclusive underwriter and broker for the
State
throughout the United States for the sale of the Bonds.
2. (a) The
Corporation shall use its best efforts to sell the entire authorized issue
of
the Bonds. The price of each Bond to the public shall be 100% of the principal
amount of such Bond (“Purchase Price”). The Corporation shall act as agent in
the sale of the Bonds and shall receive, with respect to all Bonds sold pursuant
to this Section 2(a), a selling concession at a rate to be determined from
time
to time by the State and the Corporation, but not to exceed 6% of the Purchase
Price of the Bonds sold for the account of the State by the Corporation as
agent. Upon prior written consent from the State, the Corporation may utilize
the services of any other person or persons as broker, dealer or agent under
any
arrangements not inconsistent herewith that it may deem
appropriate.
(b) The
Bonds shall be issuable only as provided for and defined in the Fiscal Agency
Agreement.
3. In
effectuating the sale of the Bonds, (a) the Corporation shall be entitled to
utilize the services of the Fiscal Agent in accordance with the terms and
provisions of the Fiscal Agency Agreement; (b) the Corporation shall keep
accurate and complete records of the date of sale and the Purchase Price of
each
Bond and such other applicable information as is required and generally expected
of the Corporation; (c) prior to effecting any sales of the Bonds, the
Corporation will assure that the purchaser thereof has properly completed all
required subscription documents; and (d) the Corporation shall deliver the
subscription price and all subscription documents to the Fiscal Agent promptly
after their completion by the purchaser of Bonds in a form acceptable to the
Corporation.
4. The
State will use its best efforts to assist the Corporation in its sales
campaigns, including the use of its facilities and representatives in Israel
and
elsewhere, at the request of the Corporation, to inform the public of the
economic development and security of the State; and otherwise to assist in
maintaining an atmosphere conducive to the sale of Bonds.
5. (a) With
respect to the Bonds, the State shall file with the Securities and Exchange
Commission (the “SEC”) a registration statement, including a prospectus (such
registration statement, prospectus and all amendments and supplements thereto
being herein referred to as the “Registration Statement”), pursuant to and in
conformity with the Securities Act of 1933, as amended (the “Securities Act”).
The State shall file such amended registration statements and supplementary
prospectuses and such other documents as may be required to be filed with the
SEC, in order to permit the continuous sale of the Bonds by the Corporation
from
the effective date of the registration of the Bonds until the offering and
the
sale of the Bonds has been completed or terminated in accordance with section
12(b)
hereof.
2
(b) The
State shall also file all statements, registrations or other documents required
to be filed by the State as the issuer of the Bonds in order to permit the
continuous sale of the Bonds by the Corporation in each state of the United
States from the effective date of the registration of the Bonds until the
offering and the sale of the Bonds have been completed or terminated in
accordance with section 12(b)
hereof.
6. The
Corporation shall make a public offering of the Bonds within a reasonable time
after the effective date of the Registration Statement to be filed with the
SEC.
7. (a) The
Bonds shall be offered for sale at prices equal to the Purchase Price as
determined by the State pursuant to the Fiscal Agency Agreement.
(b) The
Corporation may allow reasonable concessions or commissions to brokers and
dealers who are regularly engaged in the securities business with prior consent
from the State.
8. (a) In
addition to the commissions provided for in Section 2 hereof, the State shall
pay and bear all charges, expenses and fees in connection with:
(i) The
issuance of the Bonds, including, without limitation, the preparation, printing
and/or engraving, execution, authentication and delivery thereof;
3
(ii) The
preparation and filing of the Registration Statement (and all amendments and
supplements thereto) to be filed pursuant to the Securities Act, and the
registration of the Bonds thereunder;
(iii) The
preparation, printing, publication and distribution of prospectuses, newspaper
prospectuses, advertising, literature, collection of subscriptions, public
presentations and maintaining complete and accurate records of all Bond
transactions;
(iv) The
registration of the Bonds and of the State pursuant to the statutes of the
several states of the United States, including, without limitation, all
registration fees; and
(v) All
sums payable to the Fiscal Agent, pursuant to the Fiscal Agency Agreement or
Agreements made in conformity with its provisions.
(b) The
Corporation shall, at the end of each three-month period, or at such similar
intervals as may be requested by the State, render an accounting to the State
with respect to all proceeds of the sales of the Bonds, and the expenses
incurred on behalf of the State. The settlement of any amounts which are shown
by such accountings to be payable by either party to the other shall be made
promptly after such accountings.
9. The
obligations of the Corporation hereunder are subject to the following
conditions:
(a) That
upon request of the Corporation, the State shall furnish to the Corporation
a
written opinion of the Legal Advisor to the Ministry of Finance of the State
to
the effect that the Bonds have been duly authorized in accordance with the
laws
of the State, which opinion shall be satisfactory to counsel for the
Corporation; that upon the issuance and delivery of the Bonds pursuant to the
Fiscal Agency Agreement, they will constitute valid, binding, absolute and
unconditional obligations of the State for the performance of which the full
faith and credit of the State is obligated; and that this Agreement has been
duly authorized and executed in accordance with the laws of the State applicable
thereto and that all provisions hereof are valid and binding upon the
State.
4
(b) That
the form and validity of the Bonds, the proceedings and other related matters
incident to the issuance and sale of the Bonds, the form of the Registration
Statement, and the form of the prospectus relating to the Bonds shall be
satisfactory to counsel for the Corporation.
10. The
State warrants and represents to the Corporation that, when the Registration
Statement becomes effective, such Registration Statement will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading,
except that this representation and warranty does not apply to statements or
omissions in the Registration Statement based upon information furnished to
the
State, in writing, by the Corporation, expressly for use therein. The State
agrees to indemnify and hold harmless the Corporation, its officers and
directors, the members of its Board of Directors and all other persons whom
the
Corporation shall, in its discretion, determine to give a like indemnity,
against any and all losses, claims, damages and liabilities to which they or
any
of them may become subject, and to reimburse each of them for any legal or
other
expenses incurred by them in connection with defending any actions, insofar
as
such losses, claims, damages, liabilities or actions, arise out of or are based
upon any such untrue statement of a material fact contained in the Registration
Statement or arise out of or are based upon the omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any such untrue statement
or omission which was made or omitted in such Registration Statement in reliance
upon information furnished, in writing, to the State by the Corporation
expressly for use therein. The representations and warranties and the indemnity
agreements herein contained shall remain operative and in full force and effect
regardless of any termination of this Agreement, or any investigation made
by or
on behalf of the Corporation or any other person. In the event that the
Corporation shall make any payment with respect to any loss, claim, damage
or
liability reasonably determined by it to come within the scope of the
indemnification agreement, the State agrees to make full reimbursement to the
Corporation with respect to such payment.
5
11. The
State has entered into the Fiscal Agency Agreement with the Fiscal Agent. Said
Fiscal Agency Agreement shall be deemed to be incorporated herein and made
a
part of this Agreement. The Corporation agrees to prescribe forms of
subscription for the Bonds, determine the procedures for effecting subscriptions
and perform to the best of its ability all other services to be performed by
it
pursuant to said Fiscal Agency Agreement, all in accordance with such reasonable
instructions as may be given to it from time to time by the State; and agrees
to
perform its obligations hereunder in a manner which shall be consistent with
the
terms and conditions of said Fiscal Agency Agreement.
12. (a) The
terms of this Agreement shall be effective from the date hereof until the
offering and the sale of the Bonds have been completed or terminated in
accordance with subsection (b) of this section.
(b) On
or after the first anniversary of the effective date of the registration of
the
Bonds, either party to this Agreement may give notice, in writing, to the other
that this Agreement shall terminate on a date six (6) months subsequent to
the
receipt of such notice.
6
13. (a) Any
notice, report, accounting or communi-cation required to be given to the State
under this Agreement may be given by registered mail to the Chief Fiscal Officer
of the Ministry of Finance for the Western Hemisphere, or to any other
representative of the State duly authorized in writing to receive such notice,
report, accounting or communication.
(b) Any
notice, report, account or communication required to be given to the
Corporation, may be given by registered mail to the President, any Vice
President, Secretary or Treasurer of the Corporation, such mail to be addressed
to such persons at the principal office of the Corporation or to such other
persons or such other places as the Corporation may indicate by written notice
to the State.
14. With
the written consent of the State, the Corporation may assign this Agreement
and
all of its rights and duties hereunder to a successor which shall assume the
duties of the Corporation hereunder. Upon the making of such assignment, the
Corporation shall be thereby discharged of all liabilities and obligations
hereunder.
15. This
Agreement is subject to amendment, from time to time, by mutual consent of
the
State and the Corporation.
16. 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.
17. 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.
[The
remainder of this page has been intentionally left
blank]
7
IN
WITNESS WHEREOF,
the
State has caused this 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, Development Corporation for Israel has caused this Agreement to be signed
by its President or Vice President and to be impressed with its corporate
seal.
STATE
OF
ISRAEL
By:
__________________________________________
Chief
Fiscal Officer of the
Ministry
of Finance for the
Western
Hemisphere
(Seal
of
the
State
of
Israel)
By:
___________________________________________
Deputy
Chief Fiscal Officer of the
Ministry
of Finance for the
Western
Hemisphere
DEVELOPMENT
CORPORATION FOR
ISRAEL
(Seal
of
Development
Corporation
for Israel)
By:
___________________________________________
Name:
Title:
SCHEDULE
A
SUPPLEMENT,
Dated
as
of [DATE]
TO
MASTER
FISCAL AGENCY AGREEMENT
BETWEEN
THE
STATE
OF ISRAEL (“STATE”)
AND
THE
BANK
OF NEW YORK (“FISCAL AGENT”)
Name
of Bonds -
Aggregate
Principal Amount
-
Denominations
-
Maturity
Date(s) -
Issue
Date(s)
-
Interest
Accrual
-
Interest
Payment Date(s)
-
Interest
Rate
-
Sales
Period -
Regular
Record Date(s)
-
Holders/Purchasers
-
Permitted
Transferees
-
Purchase
by State -
Redemption
at the Option of the State
-
Exchanges,
Split Ups
-
Book
Entry
-
A-1
STATE
OF
ISRAEL
By:
________________________________________
Chief Fiscal Officer of the
Ministry of Finance for the
Western Hemisphere
Chief Fiscal Officer of the
Ministry of Finance for the
Western Hemisphere
By:
________________________________________
Deputy Chief Fiscal Officer
of the Ministry of Finance for the
Western Hemisphere
Deputy Chief Fiscal Officer
of the Ministry of Finance for the
Western Hemisphere
BANK
OF
NEW YORK
as Fiscal Agent
as Fiscal Agent
By:
________________________________________
Name:
Title:
Name:
Title:
Attest:
By:
________________________________________
Name:
Title:
Name:
Title:
A-2
Exhibit
A to Supplement
Form
of Bond
[FRONT
OF
BOND]
STATE
OF ISRAEL
State
of
Israel (hereinafter called the “State”), for value received, hereby promises to
pay to
(hereinafter
called the “owner”) the sum
of
U.S.
DOLLARS
In
such
coin or currency of the United States of America as at the time of payment
is
legal tender for the payment therein of public and private debts. Terms used
herein, unless otherwise defined, shall have the meaning given them under
the
Master Fiscal Agency Agreement, dated as of February 16, 2001, as thereafter
amended, and the applicable Supplement thereto, between the State and The
Bank
of New York (together, the “Fiscal Agency Agreement”).
The
State
also promises to pay interest on the principal sum in the amounts, at the
times
and to the persons provided for in the Fiscal Agency Agreement.
Reference
is hereby made to the further provisions of this Bond set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect
as
if set forth at this place.
This
Bond
shall not become valid or obligatory for any purpose unless and until this
Bond
has been countersigned for authentication by the Fiscal Agent. No representation
shall be implied from such countersignature other than the representation
that
the Fiscal Agent has not countersigned Bonds in excess of the aggregate
authorized amount of the Bonds and Bonds delivered in substitution therefor
or
in replacement thereof as provided in the Fiscal Agency Agreement.
This
Bond
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.
IN
WITNESS WHEREOF, the
State
of Israel has caused this Bond to be executed with the facsimile signatures
of
the Prime Minister of the State and the Minister of Finance of the State,
said
signatures being duly authorized, and to bear the facsimile Emblem of the
State
of Israel, all in the City of Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx
of
America, as of the Issue Date hereof.
| DATED AS OF: | STATE OF ISRAEL | |||||||
|
COUNTERSIGNED
FOR AUTHENTICATION
THE BANK OF NEW YORK
As
Fiscal Agent
|
By
|
|
By |
|
||||
| Prime Minister | Minister of Finance | |||||||
|
By
|
|
|
|
|||||
| AUTHORIZED SIGNATURE | ||||||||
A-3
[BACK
OF BOND]
STATE
OF ISRAEL
This
Bond
is one of a duly authorized issue of Bonds of the State. The Bonds of this
issue
are issued in the form hereof.
Payment
of
the principal of and interest on this Bond shall be made at the principal
corporate trust office of the Fiscal Agent in New York, New York; provided,
however, that, at the option of the State, interest may be paid by check
mailed to the address of the person entitled thereto as such address shall
appear in the Bond Register.
If
any
amounts due, whether on any Interest Payment Date or at maturity, and whether
of
principal or of interest, shall remain unclaimed at the end of six months
after
such monies shall have become due and payable in accordance with the terms
and
conditions of this Bond, then the State may make such amounts payable at
the
principal office of the Chief Fiscal Officer of the Ministry of Finance of
the
State of Israel for the Western Hemisphere in New York, New York, in
substitution of said agency of the State.
The
principal of and interest on this Bond, or any income or gain obtained in
transactions therein, shall be free of all taxes, whether ad valorem or
otherwise and whether of specific or general applicability, now or at any
time
hereafter imposed by the State, or by any taxing authority thereof or therein,
except when this Bond is beneficially owned by any person residing in or
ordinarily a resident of the State.
The
State
has entered into a Master Fiscal Agency Agreement, dated as of February 16,
2001, as thereafter amended, and a Supplement thereto relating to every bond
issue (together, the “Fiscal Agency Agreement”) between the State and The Bank
of New York (said bank, or its successor, as such fiscal agent, being herein
referred to as the “Fiscal Agent”). A copy of the Fiscal Agency Agreement is on
file and available for inspection at the principal corporate trust office
of the
Fiscal Agent in New York, New York. Reference is hereby made to the Fiscal
Agency Agreement for additional terms related to the Bonds, a description
of the
rights and limitations on the rights of the owners of the Bonds and of the
responsibilities and limitations of the responsibilities of the Fiscal
Agent.
Bonds
shall be issuable to any person or entity.
This
Bond
is the direct, unconditional, general obligation of the State, and the State
pledges its full faith and credit for the due and punctual payment of principal
and interest, as herein provided, and for the due and timely performance
of all
obligations of the State hereunder and under the Fiscal Agency
Agreement.
This
Bond
is non-transferable and non-assignable, except as set forth in the Fiscal
Agency
Agreement.
The
Bond
is eligible for the repurchase by the State, at the request of the Bondholder
or
at the election of the State, in either case, to the extent, subject to and
in
accordance with the terms provided for in the Fiscal Agency
Agreement.
The
State
and the Fiscal Agent may deem and treat the registered owner as the absolute
owner of this Bond for the purpose of receiving payment hereof and interest
hereon or on account hereof, and for all purposes, whether or not this Bond
shall be overdue and for all other purposes, and neither the State nor the
Fiscal Agent shall be affected by any notice to the contrary.
The
State
hereby certifies and declares that all acts, conditions and things required
to
be done and performed and to have happened, before the creation and issuance
of
the Bonds, to constitute the same valid, legal and binding obligations of
the
State in accordance with their terms, have been done and performed and have
happened in due and strict compliance with the law of the State.
This
Bond is non-transferable and non-assignable except in the special instances
referred to in this Bond and subject to the terms and conditions of this
Bond
and of the Fiscal Agency Agreement.
Interest
on this Bond shall cease to accrue on or after its maturity
date.
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
bond,
shall be construed as though they were written out in full according to
applicable laws or regulations:
|
TEN
COM
|
-
|
as tenants in common |
UNIF
GIFT MIN ACT - _______CUSTODIAN ________
|
|
|
TEN
ENT
|
-
|
as tenants by the entirety |
(Cust) (Minor)
|
|
|
JT
TEN
|
-
|
as joint tenants with right of survivorship and not as tenants in common |
under
Uniform Gifts to Minors
Act
_________________
(State)
|
|
Additional
abbreviations may also be used though not in the above list.
FOR
VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
|
PLEASE
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING
NUMBER OF ASSIGNEE
|
||
_________
(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)
_________
the
within bond, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
to
transfer said bond on the books of the State, with full power of substitution
in
the premises.
Dated: ________________________
NOTICE:
The signature to this assignment must correspond with the name as it appears
upon the face of the within bond in every particular, without alteration
or
enlargement or any change whatever.
SIGNATURE
GUARANTEED:
_________
Signatures
applicable to the assignment must be guaranteed by an eligible guarantor
institution which is a member of or participant in one of the following
signature guarantee programs: the Securities Transfer Agents Medallion Program
(STAMP), New York Stock Exchange Medallion Signature Program (MSP), or Stock
Exchanges Medallion Program (SEMP).
A-4
UPON
TRANSFER OF THIS BOND, THE TRANSFEREE SHOULD IMMEDIATELY SUBMIT THIS BOND
TO THE
FISCAL AGENT FOR REGISTRATION OF THIS BOND IN THE NAME OF SUCH TRANSFEREE
IN
ORDER TO ASSURE THAT FUTURE INTEREST PAYMENTS ARE MADE TO SUCH
TRANSFEREE.
A-5
