EXECUTION COPY
[STATE OF ISRAEL LOGO]
STATE OF ISRAEL
Underwriting Agreement
New York, New York
February 26, 2004
Citigroup Global Markets Inc.
UBS Securities LLC
As Representatives of the several Underwriters,
c/o Citigroup Global Markets Inc.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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, $500,000,000 principal amount of its 5.125% Bonds due March 1,
2014 (the "Offered Securities") pursuant to the provisions of a Fiscal Agency
Agreement dated as of March 13, 2000, as amended by Amendment No. 1 to the
Fiscal Agency Agreement dated as of February 24, 2004 (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:
"2001 Registration Statement" means the registration statement filed
with the Commission on May 10, 2001 (Registration Statement File No.
333-13488), which 2001 Registration Statement was (a) declared effective by
the Commission on May 22, 2001 and (b) amended, pursuant to Rule 429 of the
Act, by the 2004 Registration Statement. In the event any post-effective
amendment to the 2001 Registration Statement becomes effective prior to the
Closing Date (as hereinafter defined), the term "2001 Registration
Statement" shall also mean such registration statement as so amended.
"2004 Registration Statement" means the registration statement filed
with the Commission on February 12, 2004 (Registration Statement File No.
333-112271), which 2004 Registration Statement (a) was declared effective
by the Commission on February 18, 2004 and (b) constitutes, pursuant to
Rule 429 of the Act, a post-effective amendment to the 2001 Registration
Statement. In the event
any post-effective amendment to the 2004 Registration Statement becomes
effective prior to the Closing Date (as hereinafter defined), the term
"2004 Registration Statement" shall also mean such registration statement
as so amended.
"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 2004
Registration Statement in the form filed with the Commission, which
prospectus, pursuant to Rule 429 of the Act, relates to the 2004
Registration Statement and the 2001 Registration Statement, as such
prospectus is 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, collectively, the 2004
Registration Statement and the 2001 Registration Statement. Such term shall
include any Rule 430A Information deemed to be included in the Registration
Statement 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
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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 the Registration Statement, 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 the Registration Statement and may have used a
preliminary 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 as of the Effective Date of the 2004
Registration Statement, 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
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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 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
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Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from Israel, at a purchase price of 99.221% of the principal
amount thereof, plus accrued interest on the Offered Securities from March
2, 2004, 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 March 2,
2004, 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 & ▇▇▇▇▇ LLP, Worldwide Plaza, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇. Certificates for the Offered
Securities shall be registered 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 ▇▇▇ ▇▇▇▇ 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
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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.
(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, 2005.
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(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.
(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, except as set forth
in the next sentence, 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
filing with the Commission of the Registration Statement (including all exhibits
thereto), any preliminary prospectus, the Prospectus and any amendments thereof
or supplements thereto, (ii) any fees charged by securities rating services for
rating the Offered Securities, and (iii) all costs and expenses of Israel's
Israeli, United States and any other outside counsel. Except as provided in
Section 8 hereof, the Underwriters will pay (i) all their own costs and expenses
and all costs and expenses related to the Bloomberg roadshow, (ii) all costs and
expenses incident to the printing and distributing of any preliminary
prospectus, the Prospectus and any amendments thereof or supplements thereto,
(iii) all costs and expenses (including reasonable fees of counsel to the
Underwriters and their disbursements) incurred in connection with "Blue Sky"
qualifications, (iv) all costs and expenses related to the eligibility and
acceptance of the Offered Securities for deposit with The Depository Trust
Company, (v) any costs and expenses, including fees of listing agents, in
connection with the listing of the Offered Securities on the Luxembourg Stock
Exchange, (vi) any fees of the Fiscal Agent, and (vii) all costs and expenses of
the Underwriters' Israeli, United States and any other outside counsel.
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
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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 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, and
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;
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(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;
(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
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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;
(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
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(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 ▇▇▇▇▇▇ &
▇▇▇▇▇▇ LLP, special United States counsel to Israel, to the effect
that:
(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 "Debt Securities", "Collective
Action Securities" and "Description of the 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
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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;
(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, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP 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
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shall be subject to any limitations and exceptions contained in the
opinion delivered pursuant to paragraph (b) above.
In addition, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP 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 2004 Registration
Statement, appeared on their face to be 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 the Effective Date of the 2004
Registration Statement, 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 "Debt Securities",
"Collective Action Securities" and "Description of the Bonds" 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 &
▇▇▇▇▇ 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
13
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 & ▇▇▇▇▇ 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:
(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 S 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).
14
(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 ▇▇▇▇▇'▇ 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.
(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 cancelation 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 & ▇▇▇▇▇ LLP, counsel for the
Underwriters, at Worldwide Plaza, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇,
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.
15
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 (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.
16
(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 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,
17
"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
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
18
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 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 cancelation 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
19
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 Consul and 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 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.: (▇▇▇) ▇▇▇-▇▇▇▇) and confirmed to the General Counsel, Citigroup Global
Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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
20
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Consul and Chief Fiscal Officer
with a copy to:
Government of Israel
Ministry of Finance
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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.
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: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Consul and Chief Fiscal
Officer
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Dep. Chief Fiscal Officer
The foregoing Agreement is
hereby confirmed and accepted
as of the date first
above written.
By: Citigroup Global Markets Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
By: UBS Securities LLC
By: /s/ ▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------- ---------------------------------
Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director Executive Director
Global Head of Fixed Investment
Debt Syndicate Syndicate
For themselves and the other
Several Underwriters named in
Schedule I to the
foregoing Agreement.
SCHEDULE I
Principal Amount of
Offered Securities
to be Purchased
-------------------
Citigroup Global Markets Inc. ................ $ 220,000,000
UBS Securities LLC ........................... 220,000,000
Bear, ▇▇▇▇▇▇▇ & Co. Inc. ..................... 10,000,000
Credit Suisse First Boston. .................. 10,000,000
HSBC Securities (USA) Inc .................... 10,000,000
▇.▇. ▇▇▇▇▇▇ Securities Inc. .................. 10,000,000
▇▇▇▇▇▇ Brothers Inc. ......................... 10,000,000
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated ................................. 10,000,000
-------------------
$ 500,000,000
===================
23