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Underwriting Agreement

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Title:

Underwriting Agreement

Entities:

Israel State of

Date:

2006

Size:

25KB total

Price:

$33

ID:

#2680764

► Financing ► Underwriting Agreements

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UNDERWRITING AGREEMENT

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.

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