FORM OF DEFINITIVE BONDS
Exhibit
4(4)
FORM OF DEFINITIVE
BONDS
$XXXXXXXX
STATE OF
ISRAEL
[NAME OF
XXXXX]
State of
Israel (hereinafter called the “State”), for value received, hereby promises to
pay to _________________________________________ (hereinafter called the
“owner”), ____ years from Issue Date, the sum of _____________ in ___________
[CURRENCY]. Terms used herein, unless otherwise defined, shall have
the meaning given them under the Master Fiscal Agency Agreement, dated February
3, 2010, and any amendments thereto, between the State and Computershare Inc.
and its fully owned subsidiary Computershare Trust Company, N.A., as Fiscal
Agent and the Supplement thereto, dated _______________ (the “Fiscal Agency
Agreement”).
The State
also promises to pay interest on the principal sum of the Bond as
follows:
__________________________________________________________.
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.
Interest
on the Bonds shall be computed on the basis of a 365-day year, actual number of
days elapsed.
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 principal amount 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 Xxxx to be executed with
the facsimile signatures of the Prime Minister and the Minister of Finance of
the State or of the Chief Fiscal Officer for the Western Hemisphere of the
Ministry of Finance and the Deputy Fiscal Officer for the Western Hemisphere of
the Ministry of Finance, said signatures being duly authorized, and to bear the
facsimile Emblem of the State of Israel, as of the Issue Date
hereof.
|
STATE
OF ISRAEL
|
|
|
By:
____________________________
|
By:
____________________________
|
|
(EMBLEM
OF STATE)
ISSUE
DATE:
|
PER
ANNUM RATE:
|
|
COUNTERSIGNED
OF FISCAL AGENT
FOR AUTHENTICATION: |
|
|
COMPUTERSHARE
INC.
|
COMPUTERSHARE
TRUST
COMPANY, N.A. |
|
By:
___________________________
Authorized Officer |
By:
___________________________
Authorized Officer |
[Reverse
of Bond]
This Bond
is one of a duly authorized issue of Bonds of the State, known as its [NAME OF
BONDS]. The Bonds of this issue are issued in the form
hereof. The aggregate principal amount of such issue is
_____________.
Payment
of the principal of and interest on this Bond shall be made at the principal
corporate trust office of the Fiscal Agent in Canton, Massachusetts; provided,
however, that, at the option of the State, interest may be paid by check or wire
transfer, 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, at maturity or on redemption
at the option of the State, 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 for the Western Hemisphere in New
York, New York, in substitution of said agency of the State.
The
principal of, interest on, and Redemption Price for 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 Fiscal Agency Agreement between the State and Computershare
Inc. and its fully owned subsidiary Computershare Trust Company, N.A. (said
financial institutions, or their 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 Canton, Massachusetts. Reference
is hereby made to the Fiscal Agency Agreement for a description of the rights
and limitations of 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,
interest and Redemption Price, as herein provided, and for the due and timely
performance of all obligations of the State hereunder and under the Fiscal
Agency Agreement.
Subject
to the terms and conditions of, and in any manner permitted by, the Fiscal
Agency Agreement, this Bond may be redeemed at the option of the State, as a
whole, or from time to time in part, provided that redemption is made by Issue
Date in the order of issue, at a Redemption Price equal to the Principal Amount
hereof, and accrued and unpaid interest thereon to the date of
redemption. Notice of redemption shall be mailed by the Fiscal Agent
in the name of the State, first class, postage prepaid, to the holder of this
Bond, not less than 30 nor more than 60 days prior to the redemption date, as
such holder’s name and address appear on the Bond Register. Payment
of such Redemption Price will be made in ______________
[CURRENCY]. In the case of any partial redemption, redemption shall
be made only on an Interest Payment Date and 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 denomination with the same Issue Date.
Except to
the extent provided otherwise herein or in the Fiscal Agency Agreement, this
Bond is non-transferable and non-assignable.
Subject
to the terms and conditions of the Fiscal Agency Agreement:
(a) The
State agrees that, not later than 60 days after delivery of a written demand by
the owner of this Bond to the principal corporate trust office of the Fiscal
Agent in Canton, Massachusetts, it will purchase this Bond at a price equal to
the Principal Amount hereof, (i) upon the death of any natural person who was
the original registered owner of this Bond or, in the event there is more than
one original registered owner of this 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 this Bond is owned
by a transferee or assignee; (ii) upon the death of any natural person who owned
this Bond through an IRA, Xxxx XXX, 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 owns this Bond; provided that in the case of an IRA,
Xxxx XXX or a Xxxxx or H.R. 10 Plan, this Bond or the face amount hereof is not
within 60 days from the distribution to the individual transferred to another
plan in a “rollover” transaction, as such term is defined in Section 402 of the
Internal Revenue Code of 1986, as amended.
(b) Purchase
of this Bond by the State from the owner hereof pursuant to the provisions of
paragraph (a) shall be made upon surrender hereof in the amount to be paid in
_________ [CURRENCY]. Payment shall be made upon surrender of this
Bond at the principal corporate trust office of the Fiscal Agent, or at such
other place or places, within or without the State, as the State may from time
to time designate by a Direction or Directions of the State delivered to the
Fiscal Agent, together with a written instrument of transfer (in form approved
by the State) and such other documents as may be required by the State or the
Fiscal Agent, each executed by the owner of this Bond.
In every
instance the 60 days begin to run from the time the Fiscal Agent receives the
Bonds (where applicable), the notice, and the necessary transfer
documents.
Appropriate
directions or instructions for the administration of the foregoing provisions of
paragraph (a) may be issued from time to time by the Minister of
Finance.
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, 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.
