------------------------------------


                                 AMDOCS LIMITED

                                     ISSUER

                                       TO


                     UNITED STATES TRUST COMPANY OF NEW YORK

                                     TRUSTEE


                               ------------------

                                    INDENTURE

                            Dated as of May 30, 2001

                               ------------------



                              2% CONVERTIBLE NOTES
                                DUE JUNE 1, 2008


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<PAGE>

                                TABLE OF CONTENTS



ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............1

        SECTION 1.1     Definitions............................................1
        SECTION 1.2     Compliance Certificates and Opinions...................9
        SECTION 1.3     Form of Documents Delivered to the Trustee.............9
        SECTION 1.4     Acts of Holders of Securities.........................10
        SECTION 1.5     Notices, Etc. to Trustee and Company..................12
        SECTION 1.6     Notice to Holders of Securities; Waiver...............12
        SECTION 1.7     Effect of Headings and Table of Contents..............13
        SECTION 1.8     Successors and Assigns................................13
        SECTION 1.9     Separability Clause...................................13
        SECTION 1.10    Benefits of Indenture.................................13
        SECTION 1.11    Governing Law.........................................13
        SECTION 1.12    Legal Holidays........................................13
        SECTION 1.13    Conflict with Trust Indenture Act.....................14
        SECTION 1.14    Submission to Jurisdiction;  Appointment of Agent.....14

ARTICLE II SECURITY FORMS.....................................................15

        SECTION 2.1     Form Generally........................................15
        SECTION 2.2     Form of Security......................................15
        SECTION 2.3     Form of Certificate of Authentication.................30
        SECTION 2.4     Form of Conversion Notice.............................30
        SECTION 2.5     Form of Assignment....................................32

ARTICLE III THE SECURITIES....................................................33

        SECTION 3.1     Title and Terms.......................................33
        SECTION 3.2     Denominations.........................................34
        SECTION 3.3     Execution, Authentication, Delivery and Dating........34
        SECTION 3.4     Global Securities; Non-Global Securities;
                        Book-Entry Provisions.................................34
        SECTION 3.5     Registration; Registration of Transfer and
                        Exchange; Restrictions on Transfer....................36
        SECTION 3.6     Mutilated, Destroyed, Lost or Stolen Securities.......39
        SECTION 3.7     Payment of Interest; Interest Rights Preserved........40
        SECTION 3.8     Persons Deemed Owners.................................41
        SECTION 3.9     Cancellation..........................................41
        SECTION 3.10    Computation of Interest...............................42
        SECTION 3.11    CUSIP Numbers.........................................42

ARTICLE IV SATISFACTION AND DISCHARGE.........................................42

        SECTION 4.1     Satisfaction and Discharge of Indenture...............42
        SECTION 4.2     Application of Trust Money............................43

ARTICLE V REMEDIES............................................................44

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<PAGE>

        SECTION 5.1     Events of Default.....................................44
        SECTION 5.2     Acceleration of Maturity; Rescission and Annulment....45
        SECTION 5.3     Collection of Indebtedness and Suits
                        for Enforcement by Trustee............................46
        SECTION 5.4     Trustee May File Proofs of Claim......................47
        SECTION 5.5     Trustee May Enforce Claims Without
                        Possession of Securities..............................47
        SECTION 5.6     Application of Money Collected........................48
        SECTION 5.7     Limitation on Suits...................................48
        SECTION 5.8     Unconditional Right of Holders to Receive
                        Principal, Premium and Interest and to Convert........49
        SECTION 5.9     Restoration of Rights and Remedies....................49
        SECTION 5.10    Rights and Remedies Cumulative........................49
        SECTION 5.11    Delay or Omission Not Waiver..........................49
        SECTION 5.12    Control by Holders of Securities......................50
        SECTION 5.13    Waiver of Past Defaults...............................50
        SECTION 5.14    Undertaking for Costs.................................50
        SECTION 5.15    Waiver of Stay, Usury or Extension Laws...............51

ARTICLE VI THE TRUSTEE........................................................51

        SECTION 6.1     Certain Duties and Responsibilities...................51
        SECTION 6.2     Notice of Defaults....................................52
        SECTION 6.3     Certain Rights of Trustee.............................53
        SECTION 6.4     Not Responsible for Recitals or Issuance
                        of Securities.........................................54
        SECTION 6.5     May Hold Securities, Act as Trustee Under
                        Other Indentures......................................54
        SECTION 6.6     Money Held in Trust...................................54
        SECTION 6.7     Compensation and Reimbursement........................54
        SECTION 6.8     Corporate Trustee Required; Eligibility...............55
        SECTION 6.9     Resignation and Removal; Appointment of Successor.....55
        SECTION 6.10    Acceptance of Appointment by Successor................56
        SECTION 6.11    Merger, Conversion, Consolidation or
                        Succession to Business................................57
        SECTION 6.12    Authenticating Agents.................................57
        SECTION 6.13    Disqualification; Conflicting Interests...............58
        SECTION 6.14    Preferential Collection of Claims Against Company.....59

ARTICLE VII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE..............59

        SECTION 7.1     Company May Consolidate, Etc., Only on Certain Terms..59
        SECTION 7.2     Successor Substituted.................................60

ARTICLE VIII SUPPLEMENTAL INDENTURES..........................................60

        SECTION 8.1     Supplemental Indentures Without Consent of
                        Holders of Securities.................................60
        SECTION 8.2     Supplemental Indentures with Consent of
                        Holders of Securities.................................61
        SECTION 8.3     Execution of Supplemental Indentures..................62
        SECTION 8.4     Effect of Supplemental Indentures.....................62
        SECTION 8.5     Reference in Securities to Supplemental Indentures....62
        SECTION 8.6     Notice of Supplemental Indentures.....................62

ARTICLE IX MEETINGS OF HOLDERS OF SECURITIES..................................63

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        SECTION 9.1     Purposes for Which Meetings May Be Called.............63
        SECTION 9.2     Call, Notice and Place of Meetings....................63
        SECTION 9.3     Persons Entitled to Vote at Meetings..................63
        SECTION 9.4     Quorum; Action........................................64
        SECTION 9.5     Determination of Voting Rights; Conduct and
                        Adjournment of Meetings...............................64
        SECTION 9.6     Counting Votes and Recording Action of Meetings.......65

ARTICLE X COVENANTS 66

        SECTION 10.1    Payment of Principal, Premium and Interest............66
        SECTION 10.2    Maintenance of Offices or Agencies....................66
        SECTION 10.3    Money for Security Payments To Be Held in Trust.......67
        SECTION 10.4    Existence.............................................68
        SECTION 10.5    Maintenance of Properties.............................68
        SECTION 10.6    Payment of Taxes and Other Claims.....................68
        SECTION 10.7    [Omitted].............................................68
        SECTION 10.8    Statement by Officers as to Default...................69
        SECTION 10.9    Delivery of Certain Information.......................69
        SECTION 10.10   [Omitted].............................................69
        SECTION 10.11   Registration Rights...................................69
        SECTION 10.12   Waiver of Certain Covenants...........................71

ARTICLE XI REDEMPTION OF SECURITIES...........................................71

        SECTION 11.1    Right of Redemption...................................71
        SECTION 11.2    Applicability of Article..............................72
        SECTION 11.3    Election to Redeem; Notice to Trustee.................72
        SECTION 11.4    Selection by Trustee of Securities To Be Redeemed.....72
        SECTION 11.5    Notice of Redemption..................................72
        SECTION 11.6    Deposit of Redemption Price...........................73
        SECTION 11.7    Securities Payable on Redemption Date.................74
        SECTION 11.8    Conversion Arrangement on Call for Redemption.........74

ARTICLE XII CONVERSION OF SECURITIES..........................................75

        SECTION 12.1    Conversion Privilege and Conversion Rate..............75
        SECTION 12.2    Exercise of Conversion Privilege......................75
        SECTION 12.3    Fractions of Shares...................................77
        SECTION 12.4    Adjustment of Conversion Rate.........................77
        SECTION 12.5    Notice of Adjustments of Conversion Rate..............83
        SECTION 12.6    Notice of Certain Corporate Action....................84
        SECTION 12.7    Company to Reserve Ordinary Shares....................85
        SECTION 12.8    Taxes on Conversions..................................85
        SECTION 12.9    Covenant as to Ordinary Shares........................85
        SECTION 12.10   Cancellation of Converted Securities..................85
        SECTION 12.11   Provision in Case of Consolidation, Merger
                        or Sale of Assets.....................................85
        SECTION 12.12   Responsibility of Trustee for Conversion
                        Provisions............................................86

ARTICLE XIII [OMITTED]........................................................87

                                      iii

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ARTICLE XIV REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER..............87

        SECTION 14.1    Right to Require Repurchase...........................87
        SECTION 14.2    Conditions to the Company's Election to Pay
                        the Repurchase Price in Ordinary Shares...............88
        SECTION 14.3    Notices; Method of Exercising Repurchase Right, Etc...88
        SECTION 14.4    Certain Definitions...................................92
        SECTION 14.5    Consolidation, Merger, Etc............................93

ARTICLE XV HOLDERS LISTS AND REPORTS BY TRUSTEE  AND COMPANY; NON-RECOURSE....94

        SECTION 15.1    Company to Furnish Trustee Names and
                        Addresses of Holders..................................94
        SECTION 15.2    Preservation of Information...........................94
        SECTION 15.3    [Omitted].............................................94
        SECTION 15.4    Reports by Trustee....................................94
        SECTION 15.5    Reports by Company....................................95

ARTICLE XVI IMMUNITY OF INCORPORATORS, STOCKHOLDERS,  OFFICERS AND DIRECTORS..95

        SECTION 16.1    Indenture and Securities Solely
                        Corporate Obligations.................................95

ANNEX A-- Form of Restricted Securities Certificate...........................97

ANNEX B-- Form of Unrestricted Securities Certificate........................100

ANNEX C-- Form of Surrender Certificate......................................102

                                       iv

<PAGE>


     INDENTURE,  dated as of May 30, 2001, between AMDOCS LIMITED, a corporation
duly organized and existing under the laws of the Island of Guernsey, having its
principal office c/o AMDOCS, INC., 1390 Timberlake Manor Parkway,  Chesterfield,
Missouri 63017 (herein called the "Company"), and UNITED STATES TRUST COMPANY OF
NEW YORK, a New York banking  corporation,  as Trustee  hereunder (herein called
the "Trustee").

                             RECITALS OF THE COMPANY

     The  Company  has  duly  authorized  the  creation  of an  issue  of its 2%
Convertible  Notes  due  June  1,  2008  (herein  called  the  "Securities")  of
substantially  the  tenor and  amount  hereinafter  set  forth,  and to  provide
therefor  the Company has duly  authorized  the  execution  and delivery of this
Indenture.

     All  things  necessary  to make the  Securities,  when the  Securities  are
executed by the Company and  authenticated  and delivered  hereunder,  the valid
obligations of the Company,  and to make this Indenture a valid agreement of the
Company,  in accordance with their and its terms, have been done.  Further,  all
things  necessary to duly  authorize the issuance of the Ordinary  Shares of the
Company issuable upon the conversion of the Securities,  and to duly reserve for
issuance the number of Ordinary Shares issuable upon such conversion,  have been
done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof,  it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:


                                   ARTICLE I
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION


     SECTION 1.1  DEFINITIONS.

     For all purposes of this Indenture,  except as otherwise expressly provided
or unless the context otherwise requires:

     (1) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular;

     (2) all  accounting  terms not otherwise  defined  herein have the meanings
assigned to them in accordance with generally accepted accounting  principles in
the United States, and, except as otherwise herein expressly provided,  the term
"generally  accepted  accounting  principles"  with  respect to any  computation
required or permitted  hereunder  shall mean such  accounting  principles as are
generally accepted at the date of such computation; and


                                       1

<PAGE>

     (3) the words "herein", "hereof' and "hereunder" and other words of similar
import  refer to this  Indenture as a whole and not to any  particular  Article,
Section or other subdivision.

     "Act", when used with respect to any Holder of a Security,  has the meaning
specified in Section 1.4.

     "Affiliate"  of any  specified  Person means any other  Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control",  when used with respect to any specified  Person,  means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

     "Agent Member" means any member of, or participant in, the Depositary.

     "Applicable  Procedures"  means,  with  respect to any notice,  transfer or
transaction  involving a Global  Security or beneficial  interest  therein,  the
rules and procedures of the Depositary, in each case to the extent applicable to
such transaction and as in effect from time to time.

     "Authenticating Agent" means any Person authorized pursuant to Section 6.12
to act on behalf of the Trustee to authenticate Securities.

     "Board of Directors"  means either the board of directors of the Company or
any duly authorized committee of that board.

     "Board  Resolution"  means  a  resolution  duly  adopted  by the  Board  of
Directors, a copy of which, certified by the Secretary or an Assistant Secretary
of the Company to have been duly adopted by the Board of Directors  and to be in
full  force  and  effect  on the date of such  certification,  shall  have  been
delivered to the Trustee.

     "Business  Day",  when used with respect to any Place of Payment,  Place of
Conversion or any other place,  as the case may be, means each Monday,  Tuesday,
Wednesday,  Thursday and Friday which is not a day on which banking institutions
in such Place of Payment,  Place of Conversion  or other place,  as the case may
be, are authorized or obligated by law or executive order to close.

     "Change in Control" has the meaning specified in Section 14.4(2).

     "Closing Price Per Share" means,  with respect to the Ordinary Shares,  for
any day,  the  closing  per share  sale  price (or if no  closing  sale price is
reported,  the average of the bid and ask prices, or, if more than one in either
case,  the average of the average bid and the average asked prices) on that date
as reported in composite transactions for the principal U.S. securities exchange
on which the  Ordinary  Shares  are traded  or, if the  Ordinary  Shares are not
listed on a U.S. national or regional  securities  exchange,  as reported by the
Nasdaq system.

                                       2

<PAGE>

     "Code" has the meaning specified in Section 2.l.

     "Commission" means the United States Securities and Exchange Commission, as
from time to time  constituted,  created  under the Exchange  Act, or, if at any
time after the execution of this  instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

     "common  stock"  includes any stock of any class of capital stock which has
no preference in respect of dividends or of amounts  payable in the event of any
voluntary or  involuntary  liquidation,  dissolution or winding up of the issuer
thereof and which is not subject to redemption by the issuer thereof.

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument  until a successor Person shall have become such pursuant to the
applicable  provisions of this  Indenture,  and thereafter  "Company" shall mean
such successor Person.

     "Company Notice" has the meaning specified in Section 14.3.

     "Company  Request"  or  "Company  Order"  means a written  request or order
signed  in the  name of the  Company  by its  Chairman  of the  Board,  its Vice
Chairman of the Board,  its Chief  Executive  Officer,  its  President or a Vice
President  (whether  or not  designated  by a number or numbers or word or words
added  before or after  the  title),  and by its  principal  financial  officer,
Treasurer, an Assistant Treasurer,  its Secretary or an Assistant Secretary, and
delivered to the Trustee.

     "Constituent Person" has the meaning specified in Section 12.11.

     "Conversion  Agent" means any Person  authorized  by the Company to convert
Securities in accordance  with Article XII. The Company has initially  appointed
the Trustee as its Conversion Agent pursuant to Section 10.2 hereof.

     "Conversion Price" has the meaning specified in Section 14.4(3).

     "Conversion Rate" has the meaning specified in Section 12.1.

     "Corporate  Trust  Office"  means the office of the Trustee at which at any
particular time its corporate  trust business shall be principally  administered
(which at the date of this  Indenture is located at 114 West 47th  Street,  25th
Floor,   New   York,   New   York   10036-1532,   Attention:   Corporate   Trust
Administration).

     "corporation"  means  a  corporation,  company,  association,   joint-stock
company or business trust.

     "Defaulted Interest" has the meaning specified in Section 3.7.

     "Depositary"  means,  with respect to any Securities  (including any Global
Securities), a clearing agency that is registered as such under the Exchange Act
and is designated by the

                                       3

<PAGE>

Company to act as Depositary for such  Securities  (or any successor  securities
clearing agency so registered).

     "Dollar" or "U.S. $" means a dollar or other  equivalent  unit in such coin
or  currency of the United  States as at the time shall be legal  tender for the
payment of public and private debts.

     "DTC" means The Depository Trust Company, a New York corporation.

     "Effective Failure" has the meaning specified in Section 10.11.

     "Effectiveness Period" has the meaning specified in Section 10.11.

     "Event of Default" has the meaning specified in Section 5.1.

     "Exchange Act" means the United States Securities  Exchange Act of 1934 (or
any successor statute), as amended from time to time.

     "Global  Security"  means a Security  that is  registered  in the  Security
Register in the name of a Depositary or a nominee thereof.

     "Holder"  means the Person in whose name the Security is  registered in the
Security Register.

     "Indenture" means this instrument as originally  executed or as it may from
time to time be supplemented  or amended by one or more indentures  supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all  purposes  of this  instrument  and any  such  supplemental  indenture,  the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively.

     "Initial Purchaser" means Goldman, Sachs & Co.

     "Interest  Payment  Date" means the Stated  Maturity of an  installment  of
interest on the Securities.

     "Issue Date" means May 30, 2001.

     "Liquidated Damages" has the meaning specified in Section 10.11.

     "Maturity", when used with respect to any Security, means the date on which
the  principal  of such  Security  becomes  due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for  redemption,  exercise of the  repurchase  right set forth in Article XIV or
otherwise.

     "Non-electing Share" has the meaning specified in Section 12.11.

     "Notice of Default" has the meaning specified in Section 5.1.


                                       4

<PAGE>

     "Officers'  Certificate"  means a certificate signed by the Chairman of the
Board,  the Vice Chairman of the Board,  the Company's Chief Executive  Officer,
its  President or a Vice  President  (whether or not  designated  by a number or
numbers or word or words added before or after the title),  and by the Company's
principal financial officer, Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company and who shall be acceptable to the Trustee.

     "Outstanding",  when used with respect to Securities, means, as of the date
of determination,  all Securities theretofore  authenticated and delivered under
this Indenture, except:

     (i)  Securities  theretofore  canceled by the Trustee or  delivered  to the
Trustee for cancellation;

     (ii)  Securities  for the  payment  or  redemption  of  which  money in the
necessary amount has been  theretofore  deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and  segregated in trust by
the Company (if the Company  shall act as its own Paying  Agent) for the Holders
of such Securities,  provided that if such Securities are to be redeemed, notice
of such  redemption  has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;

     (iii)  Securities  which  have  been paid  pursuant  to  Section  3.6 or in
exchange for or in lieu of which other  Securities have been  authenticated  and
delivered pursuant to this Indenture,  other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such  Securities  are held by a bona fide  purchaser  in whose  hands  such
Securities are valid obligations of the Company; and

     (iv) Securities converted into Ordinary Shares pursuant to Article XII;

     provided, however, that in determining whether the Holders of the requisite
principal  amount of Outstanding  Securities are present at a meeting of Holders
of  Securities  for  quorum   purposes  or  have  given  any  request,   demand,
authorization,  direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the  Securities or any Affiliate of the
Company  or such  other  obligor  shall  be  disregarded  and  deemed  not to be
Outstanding,  except that, in determining whether the Trustee shall be protected
in relying  upon any such  determination  as to the presence of a quorum or upon
any such request, demand,  authorization,  direction, notice, consent or waiver,
only Securities which a Responsible  Officer of the Trustee has been notified in
writing to be so owned shall be so  disregarded.  Securities so owned which have
been pledged in good faith may be regarded as  Outstanding if the pledgee is not
the Company or any other  obligor upon the  Securities  or any  Affiliate of the
Company or such other  obligor,  and the Trustee  shall be  protected in relying
upon an Officer's Certificate to such effect.

     "Ordinary  Shares"  means the Ordinary  Shares,  par value (pound) 0.01 per
share,  of the Company  authorized at the date of this  instrument as originally
executed. Subject to the provisions of

                                       5

<PAGE>

Section 12.11,  shares issuable on conversion or repurchase of Securities  shall
include  only  shares of  Ordinary  Shares or shares of any class or  classes of
common stock resulting from any reclassification or  reclassifications  thereof;
provided,  however,  that if at any  time  there  shall  be more  than  one such
resulting  class,  the shares so  issuable on  conversion  of  Securities  shall
include  shares of all such  classes,  and the shares of each such class then so
issuable  shall be  substantially  in the  proportion  which the total number of
shares of such  class  resulting  from all such  reclassifications  bears to the
total   number  of  shares  of  all  such  classes   resulting   from  all  such
reclassifications.

     "Paying  Agent"  means any  Person  authorized  by the  Company  to pay the
principal of or interest on any Securities on behalf of the Company and,  except
as otherwise  specifically set forth herein, such term shall include the Company
if it shall act as its own Paying Agent. The Company has initially appointed the
Trustee as its Paying Agent pursuant to Section 10.2 hereof.

     "Person" means any  individual,  corporation,  limited  liability  company,
partnership,  joint  venture,  trust,  estate,  unincorporated  organization  or
government or any agency or political subdivision thereof.

     "Place of Conversion" has the meaning specified in Section 3.1.

     "Place of Payment" has the meaning specified in Section 3.1.

     "Predecessor  Security" of any  particular  Security  means every  previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security;  and,  for the purposes of this  definition,  any Security
authenticated  and  delivered  under Section 3.6 in exchange for or in lieu of a
mutilated,  destroyed,  lost or stolen  Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Purchase  Agreement"  means the  Purchase  Agreement,  dated May 24, 2001,
between the Company and the Initial Purchaser,  as such agreement may be amended
from time to time.

     "Qualified  Institutional  Buyer"  shall  mean a  "qualified  institutional
buyer" as defined in Rule 144A.

     "Record Date" means any Regular Record Date or Special Record Date.

     "Record  Date  Period"  means the period  from the close of business of any
Regular Record Date next  preceding any Interest  Payment Date to the opening of
business on such Interest Payment Date.

     "Redemption  Date",  when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

     "Redemption  Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.


                                       6

<PAGE>

     "Registrable Securities" has the meaning specified in Section 10.11.

     "Registration Default" has the meaning specified in Section 10.11.

     "Registration  Rights  Agreement" means the Registration  Rights Agreement,
dated May 30,  2001,  between the Company  and the  Initial  Purchaser,  as such
agreement may be amended from time to time.

     "Regular  Record Date" for  interest  payable in respect of any Security on
any  Interest  Payment  Date means the May 15 or  November  15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.

     "Repurchase Date" has the meaning specified in Section 14.1.

     "Repurchase Price" has the meaning specified in Section 14.1.

     "Responsible  Officer",  when used with respect to the  Trustee,  means any
officer   within  the  Corporate   Trust  Office  of  the  Trustee  with  direct
responsibility  for the  administration  of this Indenture and also means,  with
respect to a particular  corporate trust matter,  any other officer to whom such
matter is referred  because of his knowledge and familiarity with the particular
subject.

     "Restricted Global Security" has the meaning specified in Section 2.1.

     "Restricted  Securities" means all Securities  required pursuant to Section
3.5(3)  to bear  any  Restricted  Securities  Legend.  Such  term  includes  the
Restricted Global Security.

     "Restricted  Securities  Certificate" means a certificate  substantially in
the form set forth in Annex A.

     "Restricted   Securities   Legend"   means,   collectively,   the   legends
substantially  in the forms of the legends  required in the form of Security set
forth in Section 2.2 to be placed upon each Restricted Security.

     "Rule  144A"  means Rule 144A under the  Securities  Act (or any  successor
provision), as it may be amended from time to time.

     "Rule 144A Information" has the meaning specified in Section 10.9.

     "Securities"  has the meaning  ascribed to it in the first  paragraph under
the caption "Recitals of the Company".

     "Securities  Act" means the United  States  Securities  Act of 1933 (or any
successor statute), as amended from time to time.

     "Security  Register" and "Security  Registrar" have the respective meanings
specified in Section 3.5.


                                       7

<PAGE>

     "Shelf Registration Statement" has the meaning specified in Section 10.11.

     "Significant Subsidiary" means, with respect to any Person, a Subsidiary of
such Person that would  constitute a  "significant  subsidiary"  as such term is
defined under Rule 1-02 of Regulation S-X under the Securities Act.

     "Special  Record Date" for the payment of any  Defaulted  Interest  means a
date fixed by the Company pursuant to Section 3.7.

     "Stated  Maturity",   when  used  with  respect  to  any  Security  or  any
installment  of interest  thereon,  means the date specified in such Security as
the fixed date on which the  principal of such Security or such  installment  of
interest is due and payable.

     "Subsidiary"  means a corporation  more than 50% of the outstanding  voting
stock of which is owned,  directly  or  indirectly,  by the Company or by one or
more other  Subsidiaries,  or by the Company and one or more other Subsidiaries.
For the purposes of this definition, "voting stock" means stock or other similar
interests in the corporation  which  ordinarily has or have voting power for the
election of directors,  or persons performing similar functions,  whether at all
times or only so long as no senior class of stock or other interests has or have
such voting power by reason of any contingency.

     "Successor Security" of any particular Security means every Security issued
after,  and  evidencing  all or a portion of the same debt as that evidenced by,
such particular Security; and, for the purposes of this definition, any Security
authenticated  and  delivered  under Section 3.6 in exchange for or in lieu of a
mutilated,  destroyed,  lost or stolen  Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Surrender  Certificate" means a certificate  substantially in the form set
forth in Annex C.

     "Trading  Day" means a day during  which  trading in  securities  generally
occurs on the principal U.S.  securities  exchange on which the Ordinary  Shares
are traded or, if the  Ordinary  Shares  are not  listed on a U.S.  national  or
regional securities exchange, as reported by the Nasdaq system

     "Trust  Indenture Act" means the Trust Indenture Act of 1939, and the rules
and regulations thereunder,  as in force at the date as of which this instrument
was executed,  provided,  however,  that in the event the Trust Indenture Act of
1939 is amended  after such date,  "Trust  Indenture  Act" means,  to the extent
required by any such  amendment,  the Trust Indenture Act of 1939, and the rules
and regulations thereunder, as so amended.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable  provisions of this  Indenture,  and thereafter  "Trustee" shall mean
such successor Trustee.

     "United  States" means the United States of America  (including  the States
and the District of Columbia), its territories,  its possessions and other areas
subject to its jurisdiction (its

                                       8

<PAGE>

"possessions"  including  Puerto Rico, the U.S. Virgin Islands,  Guam,  American
Samoa, Wake Island and the Northern Mariana Islands).

     "Unrestricted Securities Certificate" means a certificate  substantially in
the form set forth in Annex B.

     SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS.

     Upon any  application  or request by the Company to the Trustee to take any
action under any provision of this  Indenture,  the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent,  if any,
provided  for in this  Indenture  relating  to the  proposed  action  have  been
complied  with and, if requested by the Trustee,  an Opinion of Counsel  stating
that in the opinion of such counsel all such conditions precedent,  if any, have
been complied with,  except that in the case of any such  application or request
as to which the  furnishing of such  documents is  specifically  required by any
provision of this Indenture relating to such particular  application or request,
no additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (including  certificates provided for in
Section 10.8) shall include:

     (1) a statement that each  individual  signing such  certificate or opinion
has read such covenant or condition and the definitions herein relating thereto;

     (2) a brief  statement  as to the  nature and scope of the  examination  or
investigation   upon  which  the  statements  or  opinions   contained  in  such
certificate or opinion are based;

     (3) a statement that, in the opinion of such  individual,  he has made such
examination  or  investigation  as is  necessary  to enable  him to  express  an
informed  opinion as to  whether  or not such  covenant  or  condition  has been
complied with; and

     (4) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.

     SECTION 1.3 FORM OF DOCUMENTS DELIVERED TO THE TRUSTEE.

     In any case where  several  matters  are  required to be  certified  by, or
covered by an opinion of, any specified  Person,  it is not  necessary  that all
such  matters  be  certified  by, or covered by the  opinion  of,  only one such
Person,  or that they be so certified or covered by only one  document,  but one
such Person may certify or give an opinion  with respect to some matters and one
or more other such Persons as to other matters,  and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any  certificate  or opinion of an  officer  of the  Company  may be based,
insofar as it relates to legal  matters,  upon a  certificate  or opinion of, or
representations  by,  counsel,  unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or  representations
with respect to the matters upon which such  certificate or opinion is based are

                                       9

<PAGE>

erroneous.  Any such certificate or opinion of counsel may be based,  insofar as
it  relates  to  factual   matters,   upon  a  certificate  or  opinion  of,  or
representations  by, an officer or officers  of the Company or any other  Person
stating that the  information  with  respect to such  factual  matters is in the
possession of the Company or such other Person, unless such counsel knows, or in
the exercise of reasonable  care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

     Where  any  Person  is  required  to  make,  give  or  execute  two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments  under this Indenture,  they may, but need not, be consolidated  and
form one instrument.

     SECTION 1.4 ACTS OF HOLDERS OF SECURITIES.

     (1) Any request, demand, authorization,  direction, notice, consent, waiver
or other action  provided or permitted by this Indenture to be given or taken by
Holders  of  Securities  may be  embodied  in and  evidenced  by (A) one or more
instruments of  substantially  similar tenor signed by such Holders in person or
by an agent or proxy duly appointed in writing by such Holders or (B) the record
of Holders of Securities voting in favor thereof, either in person or by proxies
duly appointed in writing,  at any meeting of Holders of Securities  duly called
and held in  accordance  with the  provisions  of Article IX. Such action  shall
become  effective when such  instrument or instruments or record is delivered to
the Trustee and,  where it is hereby  expressly  required,  to the Company.  The
Trustee shall promptly deliver to the Company copies of all such instruments and
records delivered to the Trustee. Such instrument or instruments and record (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the  "Act"  of the  Holders  of  Securities  signing  such  instrument  or
instruments  and so  voting  at such  meeting.  Proof of  execution  of any such
instrument or of a writing appointing any such agent or proxy, or of the holding
by any  Person  of a  Security,  shall be  sufficient  for any  purpose  of this
Indenture  and (subject to Section 6.1)  conclusive  in favor of the Trustee and
the Company if made in the manner  provided in this  Section.  The record of any
meeting of  Holders of  Securities  shall be proved in the  manner  provided  in
Section 9.6.

     (2) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate  of a notary  public  or  other  officer  authorized  by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a  signer  acting  in a  capacity  other  than  his  individual  capacity,  such
certificate  or  affidavit  shall  also  constitute   sufficient  proof  of  his
authority.

     (3) The  principal  amount and serial  number of any  Security  held by any
Person,  and the date of his holding the same,  shall be proved by the  Security
Register.

     (4) The fact and date of  execution of any such  instrument  or writing and
the  authority of the Person  executing the same may also be proved in any other
manner which the Trustee deems  sufficient;  and the Trustee may in any instance
require  further  proof with  respect to any of the matters  referred to in this
Section 1.4.

                                       10

<PAGE>

     (5) The  Company  may set any day as the  record  date for the  purpose  of
determining  the  Holders  entitled  to  give  or  take  any  request,   demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action,  authorized  or permitted by this  Indenture to be given or taken by
Holders. Promptly and in any case not later than ten days after setting a record
date,  the Company shall notify the Trustee and the Holders of such record date.
If not set by the Company  prior to the first  solicitation  of a Holder made by
any  Person in  respect  of any such  action,  or, in the case of any such vote,
prior to such  vote,  the record  date for any such  action or vote shall be the
30th day (or, if later,  the date of the most recent list of Holders required to
be provided pursuant to Section 15.1) prior to such first  solicitation or vote,
as the case may be. With regard to any record date, the Holders on such date (or
their  duly  appointed  agents  or  proxies),  and only such  Persons,  shall be
entitled to give or take, or vote on, the relevant  action,  whether or not such
Holders  remain Holders after such record date.  Notwithstanding  the foregoing,
the  Company  shall  not set a  record  date  for,  and the  provisions  of this
paragraph shall not apply with respect to, any notice,  declaration or direction
referred to in the next paragraph.

     Upon receipt by the Trustee from any Holder of (i) any notice of default or
breach referred to in Section 5.1(4), if such default or breach has occurred and
is continuing and the Trustee shall not have given such a notice to the Company,
(ii) any declaration of acceleration  referred to in Section 5.2, if an Event of
Default has occurred and is continuing and the Trustee shall not have given such
a  declaration  to the Company,  or (iii) any  direction  referred to in Section
5.12,  if the  Trustee  shall  not  have  taken  the  action  specified  in such
direction,  then,  with respect to clauses  (ii) and (iii),  a record date shall
automatically  and  without  any action by the Company or the Trustee be set for
determining the Holders entitled to join in such declaration or direction, which
record  date shall be the close of business on the tenth day (or, if such day is
not a Business  Day, the first  Business Day  thereafter)  following  the day on
which the Trustee receives such  declaration or direction,  and, with respect to
clause  (i),  the  Trustee  may set any day as a record  date for the purpose of
determining  the Holders  entitled  to join in such notice of default.  Promptly
after such receipt by the Trustee of any such declaration or direction  referred
to in clause  (ii) or (iii),  and  promptly  after  setting any record date with
respect to clause (i), and as soon as practicable thereafter,  the Trustee shall
notify the Company and the Holders of any such record date so fixed. The Holders
on such record date (or their duly appointed  agents or proxies),  and only such
Persons,  shall be entitled to join in such notice,  declaration  or  direction,
whether or not such Holders  remain  Holders  after such record  date;  provided
that,  unless such notice,  declaration or direction shall have become effective
by virtue of Holders of the  requisite  principal  amount of  Securities on such
record date (or their duly appointed agents or proxies) having joined therein on
or prior to the 90th day after such record  date,  such notice,  declaration  or
direction shall  automatically  and without any action by any Person be canceled
and of no  further  effect.  Nothing in this  paragraph  shall be  construed  to
prevent a Holder  (or a duly  appointed  agent or proxy  thereof)  from  giving,
before or after the expiration of such 90-day period,  a notice,  declaration or
direction  contrary to or  different  from,  or,  after the  expiration  of such
period, identical to, the notice,  declaration or direction to which such record
date relates,  in which event a new record date in respect  thereof shall be set
pursuant to this  paragraph.  In addition,  nothing in this  paragraph  shall be
construed to render ineffective any notice, declaration or direction of the type
referred to in this  paragraph  given at any time to the Trustee and the

                                       11

<PAGE>

Company by Holders (or their duly appointed  agents or proxies) of the requisite
principal amount of Securities on the date such notice, declaration or direction
is so given.

     (6)  Any  request,  demand,  authorization,   direction,  notice,  consent,
election,  waiver or other Act of the  Holder of any  Security  shall bind every
future Holder of the same Security and the Holder of every Security  issued upon
the registration of transfer thereof or in exchange  therefor or in lieu thereof
in respect of  anything  done,  omitted or suffered to be done by the Trustee or
the Company in reliance thereon,  whether or not notation of such action is made
upon such Security.

     (7) The  provisions  of this Section 1.4 are subject to the  provisions  of
Section 9.5.

     SECTION 1.5 NOTICES, ETC. TO TRUSTEE AND COMPANY.

     Any request, demand,  authorization,  direction, notice, consent, election,
waiver or other Act of Holders  of  Securities  or other  document  provided  or
permitted  by this  Indenture to be made upon,  given or furnished  to, or filed
with:

     (1) the  Trustee by any Holder of  Securities  or by the  Company  shall be
sufficient  for every purpose  hereunder if made,  given,  furnished or filed in
writing to or with a  Responsible  Officer of the  Trustee  and  received at its
Corporate Trust Office, Attention: Corporate Trust Administration;

     (2) the  Company by the  Trustee or by any  Holder of  Securities  shall be
sufficient  for every  purpose  hereunder  (unless  otherwise  herein  expressly
provided) if in writing, mailed,  first-class postage prepaid, or telecopied and
confirmed  by  mail,  first-class  postage  prepaid,  or  delivered  by  hand or
overnight courier, addressed to the Company at c/o AMDOCS, INC., 1390 Timberlake
Manor Parkway,  Chesterfield,  Missouri 63017,  Attention:  Secretary, or at any
other address previously furnished in writing to the Trustee by the Company.

     SECTION 1.6 NOTICE TO HOLDERS OF SECURITIES; WAIVER.

     Except  as  otherwise  expressly  provided  herein,  where  this  Indenture
provides for notice to Holders of Securities of any event,  such notice shall be
sufficiently  given to Holders if in writing  and  mailed,  first-class  postage
prepaid or  delivered  by an  overnight  delivery  service,  to each Holder of a
Security  affected by such event, at the address of such Holder as it appears in
the Security Register, not earlier than the earliest date and not later than the
latest date prescribed for the giving of such notice.

     Neither  the failure to mail such  notice,  nor any defect in any notice so
mailed,  to any particular  Holder of a Security shall affect the sufficiency of
such notice with respect to other  Holders of  Securities.  In case by reason of
the  suspension of regular mail service or by reason of any other cause it shall
be impracticable to give such notice by mail, then such  notification to Holders
of Securities as shall be made with the approval of the Trustee,  which approval
shall not be unreasonably withheld,  shall constitute a sufficient  notification
to such Holders for every purpose hereunder.

                                       12

<PAGE>

     Such notice shall be deemed to have been given when such notice is mailed.

     Where this Indenture provides for notice in any manner,  such notice may be
waived in writing by the Person  entitled to receive such notice,  either before
or after the event,  and such waiver  shall be the  equivalent  of such  notice.
Waivers of notice by Holders of Securities shall be filed with the Trustee,  but
such filing  shall not be a condition  precedent  to the  validity of any action
taken in reliance upon such waiver.

     SECTION 1.7 EFFECT OF HEADINGS AND TABLE OF CONTENTS.

     The Article and Section  headings  herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     SECTION 1.8 SUCCESSORS AND ASSIGNS.

     All  covenants and  agreements in this  Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

     SECTION 1.9 SEPARABILITY CLAUSE.

     In case any provision in this Indenture or the Securities shall be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

     SECTION 1.10 BENEFITS OF INDENTURE.

     Except as provided in the next  sentence,  nothing in this  Indenture or in
the  Securities,  express or implied,  shall give to any Person,  other than the
parties  hereto and their  successors  and assigns  hereunder and the Holders of
Securities,  any benefit or legal or equitable right, remedy or claim under this
Indenture.

     SECTION 1.11 GOVERNING LAW.

     THIS  INDENTURE  AND THE  SECURITIES  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED STATES OF AMERICA.

     SECTION 1.12 LEGAL HOLIDAYS.

     In any case where any Interest Payment Date,  Redemption  Date,  Repurchase
Date or Stated  Maturity of any  Security or the last day on which a Holder of a
Security  has a right to convert his  Security  shall not be a Business Day at a
Place  of  Payment  or  Place  of   Conversion,   as  the  case  may  be,   then
(notwithstanding  any other  provision of this  Indenture or of the  Securities)
payment of principal of, premium,  if any, or interest on, or the payment of the
Redemption  Price or Repurchase Price (whether the same is payable in cash or in
Ordinary  Shares  in the case of the  Repurchase  Price)  with  respect  to,  or
delivery  for  conversion  of, such  Security  need not be made

                                       13

<PAGE>

at such Place of Payment  or Place of  Conversion,  as the case may be, on or by
such  day,  but may be made on or by the next  succeeding  Business  Day at such
Place of Payment or Place of Conversion, as the case may be, with the same force
and  effect  as if  made  on the  Interest  Payment  Date,  Redemption  Date  or
Repurchase  Date, or at the Stated  Maturity or by such last day for conversion;
provided,  however,  that in the case that  payment  is made on such  succeeding
Business  Day, no interest  shall accrue on the amount so payable for the period
from and after such Interest  Payment Date,  Redemption  Date,  Repurchase Date,
Stated Maturity or last day for conversion, as the case may be.

     SECTION 1.13 CONFLICT WITH TRUST INDENTURE ACT.

     If any provision hereof limits,  qualifies or conflicts with a provision of
the Trust  Indenture  Act that is  required  under  such Act to be a part of and
govern this Indenture,  the latter provision shall control.  If any provision of
this  Indenture  modifies or excludes any  provision of the Trust  Indenture Act
that may be so modified or  excluded,  the latter  provision  shall be deemed to
apply to this  Indenture as so modified or to be  excluded,  as the case may be.
Until such time as this Indenture  shall be qualified  under the Trust Indenture
Act,  this  Indenture,  the  Company  and the  Trustee  shall be deemed  for all
purposes  hereof to be subject to and governed by the Trust Indenture Act to the
same extent as would be the case if this Indenture were so qualified on the date
hereof.

     SECTION 1.14 SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT

     The  Company  irrevocably  (i)  agrees  that  any  legal  suit,  action  or
proceeding  against  it  arising  out of or  based  upon  the  Securities,  this
Indenture or the transactions contemplated hereby may be instituted in any state
or federal court located in the Borough of Manhattan,  The City of New York, New
York  (each a "New York  Court"),  (ii)  waives,  to the  fullest  extent it may
effectively  do so,  any  objection  which it may now or  hereafter  have to the
laying  of venue of any such  proceeding  and  (iii)  submits  to the  exclusive
jurisdiction of such courts in any such suit, action or proceeding.  The Company
has  appointed  Amdocs,  Inc.,  1390  Timberlake  Manor  Parkway,  Chesterfield,
Missouri  63017,  as its  authorized  agent (the  "Authorized  Agent") upon whom
process  may be  served  in any  such  action  arising  out of or  based  on the
Securities,  this Indenture or the transactions contemplated hereby which may be
instituted in any New York Court,  expressly consents to the jurisdiction of any
such court in respect of any such action,  and waives any other  requirements of
or objections to personal  jurisdiction  with respect thereto.  Such appointment
shall be  irrevocable.  The Company  represents and warrants that the Authorized
Agent has agreed to act as such agent for  service of process and agrees to take
any  and  all  action,  including  the  filing  of any  and  all  documents  and
instruments,  that may be necessary to continue such  appointment  in full force
and  effect as  aforesaid.  Service  of process  upon the  Authorized  Agent and
written notice of such service to the Company shall be deemed, in every respect,
effective service of process upon the Company.

                                       14

<PAGE>

                                   ARTICLE II
                                 SECURITY FORMS

     SECTION 2.1 FORM GENERALLY.

     The  Securities  shall  be in  substantially  the  form  set  forth in this
Article, with such appropriate  insertions,  omissions,  substitutions and other
variations  as are required or permitted  by this  Indenture,  and may have such
letters,   numbers  or  other  marks  of  identification  and  such  legends  or
endorsements  placed  thereon as may be required to comply with the rules of any
securities  exchange,  the  Internal  Revenue  Code of  1986,  as  amended,  and
regulations  thereunder  (the  "Code"),  or  as  may,  consistent  herewith,  be
determined  by the officers  executing  such  Securities,  as evidenced by their
execution thereof. All Securities shall be in fully registered form.

     The Trustee's  certificates of authentication shall be in substantially the
form set forth in Section 2.3.

     Conversion  notices shall be in substantially the form set forth in Section
2.4.

     Repurchase  notices shall be substantially in the form set forth in Section
2.2.

     The Securities shall be printed,  lithographed,  typewritten or engraved or
produced  by any  combination  of these  methods or may be produced in any other
manner  permitted by the rules of any automated  quotation  system or securities
exchange  (including on steel engraved  borders if so required by any securities
exchange upon which the Securities may be listed) on which the Securities may be
quoted  or  listed,  as the  case  may be,  all as  determined  by the  officers
executing such Securities, as evidenced by their execution thereof.

     Upon their original  issuance,  Securities  issued as  contemplated  by the
Purchase  Agreement to Qualified  Institutional  Buyers in reliance on Rule 144A
shall be  issued in the form of one or more  Global  Securities  in  definitive,
fully  registered  form  without  interest  coupons and  bearing the  Restricted
Securities Legend.  Such Global Security shall be registered in the name of DTC,
as Depositary,  or its nominee and deposited with the Trustee,  as custodian for
DTC, for credit by DTC to the  respective  accounts of beneficial  owners of the
Securities represented thereby (or such other accounts as they may direct). Such
Global  Security,  together  with its  Successor  Securities  which  are  Global
Securities, are collectively herein called the "Restricted Global Security".

     SECTION 2.2 FORM OF SECURITY.

     [FORM OF FACE]

     [THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH RESTRICTED SECURITY:

                                       15

<PAGE>

     THIS SECURITY AND ANY ORDINARY  SHARES ISSUABLE UPON THE CONVERSION OF THIS
SECURITY  HAVE NOT BEEN  REGISTERED  UNDER THE U.S.  SECURITIES  ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE  TRANSFERRED IN
THE ABSENCE OF SUCH  REGISTRATION  OR AN APPLICABLE  EXEMPTION  THEREFROM.  EACH
PURCHASER OF THIS SECURITY THAT IS A QUALIFIED  INSTITUTIONAL  BUYER (AS DEFINED
IN RULE 144A UNDER THE  SECURITIES  ACT) IS HEREBY  NOTIFIED  THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION  FROM THE  PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

     THIS SECURITY AND ANY ORDINARY  SHARES ISSUABLE UPON THE CONVERSION OF THIS
SECURITY MAY NOT BE OFFERED,  SOLD, PLEDGED OR OTHERWISE  TRANSFERRED EXCEPT (I)
(IN THE  CASE OF THIS  SECURITY,  BUT  NOT IN THE  CASE OF ANY  ORDINARY  SHARES
ISSUABLE  UPON THE  CONVERSION  OF THIS  SECURITY)  TO A PERSON  WHO THE  SELLER
REASONABLY  BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER  ACQUIRING FOR ITS OWN
ACCOUNT  OR THE  ACCOUNT OF A  QUALIFIED  INSTITUTIONAL  BUYER IN A  TRANSACTION
MEETING THE  REQUIREMENTS  OF RULE 144A,  (II)  PURSUANT TO THE  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT  PROVIDED  BY RULE 144  THEREUNDER  (IF
AVAILABLE),  (III) TO AN INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE  501(a)(1),  (2), (3) OR (7) UNDER THE SECURITIES ACT
IN A TRANSACTION  EXEMPT FROM THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES
ACT,  OR  (IV)  PURSUANT  TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE
SECURITIES  ACT,  AND IN EACH OF CASES (I) THROUGH (IV) IN  ACCORDANCE  WITH ALL
APPLICABLE  SECURITIES LAWS OF THE STATES AND OTHER  JURISDICTIONS OF THE UNITED
STATES.

     THIS  SECURITY,  ANY ORDINARY  SHARES  ISSUABLE UPON ITS CONVERSION AND ANY
RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY
THE  RESTRICTIONS  ON RESALES AND OTHER  TRANSFERS OF THIS SECURITY AND ANY SUCH
SHARES  TO  REFLECT  ANY  CHANGE  IN  APPLICABLE   LAW  OR  REGULATION  (OR  THE
INTERPRETATION  THEREOF) OR IN  PRACTICES  RELATING TO THE RESALE OR TRANSFER OF
RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY AND ANY SUCH SHARES
SHALL BE DEEMED BY THE  ACCEPTANCE  OF THIS SECURITY AND ANY SUCH SHARES TO HAVE
AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.

     [THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:

     THIS  SECURITY IS A GLOBAL  SECURITY  WITHIN THE  MEANING OF THE  INDENTURE
HEREINAFTER  REFERRED TO AND IS  REGISTERED  IN THE NAME OF THE  DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY,  WHICH MAY BE TREATED

                                       16

<PAGE>

BY THE  COMPANY,  THE TRUSTEE AND ANY AGENT  THEREOF AS OWNER AND HOLDER OF THIS
SECURITY FOR ALL PURPOSES.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION  ("DTC"), TO THE COMPANY OR ITS
AGENT FOR  REGISTRATION  OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CERTIFICATE
ISSUED  IS  REGISTERED  IN THE NAME OF CEDE & CO.  OR IN SUCH  OTHER  NAME AS IS
REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY PAYMENT IS MADE TO
CEDE  &  CO.  OR  TO  SUCH  OTHER  ENTITY  AS  IS  REQUESTED  BY  AN  AUTHORIZED
REPRESENTATIVE  OF DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     UNLESS  AND UNTIL IT IS  EXCHANGED  IN WHOLE OR IN PART FOR  SECURITIES  IN
DEFINITIVE  REGISTERED  FORM IN THE  LIMITED  CIRCUMSTANCES  REFERRED  TO IN THE
INDENTURE,  THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE  DEPOSITARY OR BY A NOMINEE OF THE  DEPOSITARY TO
THE DEPOSITARY OR ANOTHER  NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH  NOMINEE  TO  A  SUCCESSOR  DEPOSITARY  OR  A  NOMINEE  OF  SUCH  SUCCESSOR
DEPOSITARY.

                                       17

<PAGE>
                                 AMDOCS LIMITED

                               2% CONVERTIBLE NOTE
                                DUE JUNE 1, 2008

     No.__________ U.S.$_____

     CUSIP NO.

     AMDOCS LIMITED, a corporation duly organized and existing under the laws of
the Island of Guernsey  (herein  called the  "Company",  which term includes any
successor  Person under the Indenture  referred to on the reverse  hereof),  for
value  received,  hereby  promises to pay to  _________________,  or  registered
assigns,  the principal sum of ________  United States  Dollars  (U.S.$______  )
(which  principal amount may from time to time be increased or decreased to such
other principal amounts (which, taken together with the principal amounts of all
other Outstanding Securities,  shall not exceed $600,000,000 in the aggregate at
any time) by adjustments made on the records of the Trustee hereinafter referred
to in  accordance  with  the  Indenture)  on June 1,  2008  and to pay  interest
thereon,  from May 30, 2001, or from the most recent  Interest  Payment Date (as
defined   below)  to  which  interest  has  been  paid  or  duly  provided  for,
semi-annually  in  arrears  on June 1 and  December  1 in each  year  (each,  an
"Interest Payment Date"),  commencing December 1, 2001, at the rate of 2.00% per
annum,  until the principal hereof is due, and at the rate of 2.00% per annum on
any overdue principal and premium,  if any, and, to the extent permitted by law,
on any overdue  interest.  The interest so payable,  and punctually paid or duly
provided for, on any Interest  Payment Date will, as provided in the  Indenture,
be paid to the Person in whose name this  Security  (or one or more  Predecessor
Securities)  is registered  at the close of business on the Regular  Record Date
for such  interest,  which  shall be the May 15 or November 15 (whether or not a
Business Day), as the case may be, next  preceding  such Interest  Payment Date.
Except  as  otherwise  provided  in the  Indenture,  any  such  interest  not so
punctually  paid or duly provided for will forthwith  cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor  Securities) is registered at the
close of  business on a Special  Record  Date for the payment of such  Defaulted
Interest to be fixed by the Company, notice whereof shall be given to Holders of
Securities not less than 10 days prior to the Special Record Date, or be paid at
any time in any other lawful manner not  inconsistent  with the  requirements of
any automated  quotation  system or securities  exchange on which the Securities
may be  quoted  or  listed,  and upon such  notice  as may be  required  by such
exchange,  all as more fully  provided in the  Indenture.  Payments of principal
shall be made upon the surrender of this Security at the option of the Holder at
the Corporate Trust Office of the Trustee,  or at such other office or agency of
the  Company  as may be  designated  by it for such  purpose  in the  Borough of
Manhattan,  The City of New York,  in such coin or currency of the United States
of America as at the time of payment  shall be legal  tender for the  payment of
public and private  debts,  or at such other  offices or agencies as the Company
may  designate,  by United  States  Dollar check drawn on a United States Dollar
account or, upon written  application  by the Holder to the  Security  Registrar
setting  forth wire  instructions  not later than the relevant  Record Date,  by
transfer to a United States Dollar  account  maintained by such Holder at a bank
in The City of New  York

                                       18

<PAGE>

(such a transfer to be made only to a Holder of an aggregate principal amount of
Securities  in excess of U.S.  $2,000,000,  and only if such  Holder  shall have
furnished  wire  instructions  in writing  to the  Trustee no later than 15 days
prior to the relevant payment date). Payment of interest on this Security may be
made by United States Dollar check mailed to the address of the Person  entitled
thereto as such address shall appear in the Security Register,  or, upon written
application  by  the  Holder  to  the  Security  Registrar  setting  forth  wire
instructions  not later than the relevant  Record Date,  by transfer to a United
States  Dollar  account  maintained  by such Holder at a bank in The City of New
York  (such a  transfer  to be made only to a Holder of an  aggregate  principal
amount of Securities in excess of U.S.  $2,000,000 and only if such Holder shall
have furnished wire instructions in writing to the Trustee no later than 15 days
prior to the relevant payment date).

     Except as specifically  provided  herein and in the Indenture,  the Company
shall not be required to make any payment with respect to any tax, assessment or
other governmental charge imposed by any government or any political subdivision
or taxing authority thereof or therein.

     Reference  is hereby made to the further  provisions  of this  Security set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee  referred to on the  reverse  hereof or an  Authenticating  Agent by the
manual  signature  of one  of  their  respective  authorized  signatories,  this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS  WHEREOF,  the  Company  has  caused  this  Security  to be duly
executed.

     AMDOCS LIMITED



     By: ____________________________
     Name:
     Title:

     ________________________________
     Name:
     Title:

                                [FORM OF REVERSE]


     This  Security  is one of a duly  authorized  issue  of  securities  of the
Company designated as its "2% Convertible Notes due June 1, 2008" (herein called
the "Securities"),  limited in aggregate principal amount to U.S.  $600,000,000,
issued and to be issued  under an  Indenture,  dated as of May 30, 2001  (herein
called the "Indenture"),  between the Company and United

                                       19

<PAGE>

States Trust Company of New York as Trustee (herein called the "Trustee",  which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures  supplemental thereto reference is hereby made for a statement of
the respective rights,  limitations of rights,  duties and immunities thereunder
of the Company,  the Trustee and the Holders of the  Securities and of the terms
upon which the Securities are, and are to be,  authenticated  and delivered.  As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities are exchangeable for a like aggregate  principal amount of Securities
of any authorized denominations as requested by the Holder surrendering the same
upon  surrender of the Security or Securities to be exchanged,  at the Corporate
Trust Office of the Trustee.  The Trustee upon such surrender by the Holder will
issue the new Securities in the requested denominations.

     All  amounts  payable  (whether  in  respect  of  principal,   interest  or
otherwise)  in  respect  of the  Securities  will be made  free and clear of and
without  withholding  or  deduction  for or on account of any  present or future
taxes, duties, levies,  assessments,  or governmental charges of whatever nature
imposed  or  levied by or on behalf of  Guernsey  or any  political  subdivision
thereof or any  authority  or agency  therein or  thereof  having  power to tax,
unless the withholding or deduction of such taxes, duties,  levies,  assessments
or governmental charges is required by law. In that event, the Company will pay,
or cause to be paid, such additional  amounts  ("Additional  Amounts") as may be
necessary  in order that the net  amounts  receivable  by the Holder  after such
withholding  or deduction  shall equal the  respective  amounts which would have
been receivable by such Holder in the absence of such  withholding or deduction;
except  that no such  additional  amounts  shall be payable in  relation  to any
payment in respect of any of the Securities

     (i)  to, or to a third  party on behalf of, a person who is liable for such
          taxes,  duties,  levies assessments or governmental charges in respect
          of such note by reason of his having some connection with  (including,
          without limitation,  being a citizen of, being incorporated or engaged
          in a trade or business in, or having a residence or principal place of
          business  or  other  presence  in)  Guernsey  other  than (a) the mere
          holding of such Security or (b) the receipt of principal,  interest or
          other amount in respect of such Security; or

     (ii) presented  for payment more than 30 days after the  relevant  date (as
          defined  below),  except to the extent that the relevant  Holder would
          have been entitled to such  Additional  Amounts on presenting the same
          for payment on or before the expiry of such period of 30 days; or

     (iii)on account of any inheritance,  gift, estate, personal property, sale,
          or transfer or similar taxes duties,  levies,  assessments  or similar
          governmental charges; or

     (iv) on account of any taxes, duties,  levies,  assessments or governmental
          charges that are payable  otherwise than by withholding  form payments
          in respect of such note.

     The  "relevant  date" means,  in respect of any payment,  the date on which
such payment first becomes due and payable, but if the full amount of the moneys
payable has not been

                                       20

<PAGE>

received by the Trustee on or prior to such due date, it means the first date on
which,  the full  amount  of such  moneys  having  been so  received  and  being
available  for  payment to holders,  notice to that effect  shall have been duly
given to the holders of the notes.

     If the  Company  becomes  subject  generally  at  any  time  to any  taxing
jurisdiction  other than or in addition to Guernsey,  references in this section
to  Guernsey   shall  be  read  and   construed  as  references  to  such  other
jurisdiction(s) and/or to Guernsey.

     Notwithstanding the foregoing discussion  concerning  withholding taxes, in
the event that any deduction or  withholding on account of tax be required to be
made or be made in connection  with any European Union directive on the taxation
of  savings,  implementing  the  conclusions  of the ECOFIN  Council  meeting of
November  26-27,  2000,  or any law,  regardless  of whether or not enacted by a
member state of the  European  Union or  otherwise  required by such  directive,
implementing  or  complying  with,  or  introduced  in order to conform to, such
directive,  no Additional Amounts shall be payable or paid by the Company to any
holder in respect of the Securities.

     Any reference herein or in the Indenture to "principal"  and/or  "interest"
in respect of the  Securities  shall be deemed  also to refer to any  Additional
Amounts  which may be  payable.  Unless  the  context  otherwise  requires,  any
reference  herein or in the Indenture to  "principal"  shall include any premium
payable in respect of a Security, any redemption amount and any other amounts in
the nature of principal  payable  pursuant to this Security or the Indenture and
any other amounts in the nature of interest payable pursuant to this Security or
the Indenture.

     No sinking fund is provided for the Securities.  The Securities are subject
to redemption at the option of the Company at any time on or after June 1, 2006,
in whole or in part,  upon not less than 30 nor more than 60 days' notice to the
Holders  prior to the  Redemption  Date (such notice to be promptly  followed by
public notice thereof by release made to Reuters Economic Services and Bloomberg
Business News) at 100% of the principal amount of the Securities,  together with
accrued interest to, but excluding, the Redemption Date; provided, however, that
interest installments on Securities whose Stated Maturity is on or prior to such
Redemption  Date will be payable to the  Holders of such  Securities,  or one or
more Predecessor Securities,  of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.

     In the event of a  redemption  of the  Securities,  the Company will not be
required (a) to register the transfer or exchange of Securities  for a period of
15 days immediately  preceding the date notice is given of the Securities called
for such redemption or (b) to register the transfer or exchange of any Security,
or portion thereof, called for redemption.

     In any case  where  the due  date  for the  payment  of the  principal  of,
premium, if any, interest, or Liquidated Damages on any Security or the last day
on which a Holder of a Security has a right to convert his Security shall be, at
any Place of Payment or Place of  Conversion  as the case may be, a day on which
banking  institutions  at such  Place of  Payment  or Place  of  Conversion  are
authorized  or  obligated by law or  executive  order to close,  then payment of
principal,  premium,  if any, interest,  or Liquidated  Damages, or delivery for
conversion  of such

                                       21

<PAGE>

Security need not be made on or by such date at such place but may be made on or
by the next  succeeding  day at such place  which is not a day on which  banking
institutions  are  authorized  or obligated by law or executive  order to close,
with the same  force and  effect as if made on the date for such  payment or the
date fixed for redemption or repurchase, or by such last day for conversion, and
no  interest  shall  accrue on the amount so payable  for the period  after such
date.

     Subject to and upon  compliance  with the provisions of the Indenture,  the
Holder of this Security is entitled, at his option, at any time on or before the
close of business on June 1, 2008, or in case this Security or a portion  hereof
is called for redemption or the Holder hereof has exercised his right to require
the Company to repurchase this Security or such portion hereof,  then in respect
of this Security until and including, but (unless the Company defaults in making
the payment due upon  redemption or  repurchase,  as the case may be) not after,
the close of business on the  Business Day prior to the  Redemption  Date or the
Repurchase Date, as the case may be, to convert this Security (or any portion of
the  principal  amount  hereof  that is an  integral  multiple  of U.S.  $1,000,
provided that the unconverted portion of such principal amount is U.S. $1,000 or
any  integral  multiple of U.S.  $1,000 in excess  thereof)  into fully paid and
nonassessable  Ordinary  Shares of the Company at an initial  Conversion Rate of
10.8587  Ordinary Shares for each U.S. $1,000 principal amount of Securities (or
at the  current  adjusted  Conversion  Rate if an  adjustment  has been  made as
provided in the  Indenture)  by surrender  of this  Security,  duly  endorsed or
assigned to the Company or in blank and,  in case such  surrender  shall be made
during the period from the close of  business  on any  Regular  Record Date next
preceding any Interest  Payment Date to the opening of business on such Interest
Payment  Date  (except if this  Security or portion  thereof has been called for
redemption  on a  Redemption  Date  or is  repurchasable  on a  Repurchase  Date
occurring,  in either  case,  during  such  period and is  surrendered  for such
conversion  during such period  (including  any  Securities or portions  thereof
called for  redemption  on a Redemption  Date or submitted  for  repurchase on a
Repurchase Date that is an Interest  Payment Date),  also accompanied by payment
in New York Clearing House or other funds acceptable to the Company of an amount
equal to the interest  payable on such  Interest  Payment Date on the  principal
amount of this Security then being  converted,  and also the  conversion  notice
hereon  duly  executed,  to the  Company at the  Corporate  Trust  Office of the
Trustee,  or at such other office or agency of the Company,  subject to any laws
or  regulations  applicable  thereto  and subject to the right of the Company to
terminate the  appointment of any Conversion  Agent (as defined below) as may be
designated by it for such purpose in the Borough of  Manhattan,  The City of New
York, or at such other offices or agencies as the Company may designate  (each a
"Conversion Agent"), provided,  further, that if this Security or portion hereof
has been called for  redemption on a Redemption  Date or is  repurchasable  on a
Repurchase Date occurring,  in either case,  during the period from the close of
business on any Regular Record Date next preceding any Interest  Payment Date to
the opening of business on such succeeding  Interest Payment Date (including any
Securities or portions  thereof  called for  redemption on a Redemption  Date or
submitted for repurchase on a Repurchase Date that is an Interest  Payment Date)
and is surrendered  for conversion  during such period,  then the Holder of this
Security on such  Regular  Record Date will be entitled to receive the  interest
accruing  hereon from the Interest  Payment Date next preceding the date of such
conversion  to such  succeeding  Interest  Payment  Date and the  Holder of this
Security who converts this Security or a portion hereof during such period shall
not be  required  to pay such  interest  upon  surrender  of this  Security  for

                                       22

<PAGE>

conversion. Subject to the provisions of the preceding sentence and, in the case
of a  conversion  after the close of business  on the  Regular  Record Date next
preceding  any  Interest  Payment Date and on or before the close of business on
such Interest  Payment Date, to the right of the Holder of this Security (or any
Predecessor  Security of record as of such  Regular  Record Date) to receive the
related  installment  of  interest  to the  extent  and under the  circumstances
provided  in the  Indenture,  no cash  payment  or  adjustment  is to be made on
conversion  for  interest  accrued  hereon from the  Interest  Payment Date next
preceding the day of conversion,  or for dividends on the Ordinary Shares issued
on conversion  hereof.  The Company shall  thereafter  deliver to the Holder the
fixed number of Ordinary Shares (together with any cash adjustment,  as provided
in the Indenture) into which this Security is convertible and such delivery will
be deemed to satisfy the Company's  obligation  to pay the  principal  amount of
this Security. No fractions of shares or scrip representing  fractions of shares
will be issued on conversion, but instead of any fractional interest (calculated
to the nearest  l/100th of a share) the Company  shall pay a cash  adjustment as
provided in the  Indenture.  The  Conversion  Rate is subject to  adjustment  as
provided in the Indenture.  In addition,  the Indenture provides that in case of
certain  consolidations or mergers to which the Company is a party (other than a
consolidation   or  merger  that  does  not  result  in  any   reclassification,
conversion,  exchange or cancellation of the Ordinary Shares) or the conveyance,
transfer,  sale or lease of all or substantially  all of the property and assets
of the  Company,  the  Indenture  shall be  amended,  without the consent of any
Holders of  Securities,  so that this  Security,  if then  Outstanding,  will be
convertible thereafter,  during the period this Security shall be convertible as
specified  above,  only into the kind and amount of  securities,  cash and other
property receivable upon such consolidation,  merger, conveyance, transfer, sale
or lease by a holder of the number of Ordinary  Shares of the Company into which
this Security could have been converted immediately prior to such consolidation,
merger,  conveyance,  transfer,  sale or lease (assuming such holder of Ordinary
Shares is not a  Constituent  Person or an  Affiliate of a  Constituent  Person,
failed to exercise  any rights of election  and  received per share the kind and
amount received per share by a plurality of Non-electing  Shares.  No adjustment
in the  Conversion  Rate will be made until  such  adjustment  would  require an
increase or decrease  of at least one  percent of such rate,  provided  that any
adjustment  that would  otherwise be made will be carried forward and taken into
account in the computation of any subsequent adjustment.

     If this Security is a Registrable  Security (as defined in this Indenture),
then the Holder of this  Security [if this Security is a Global  Security,  then
insert  --  (including  any  Person  that  has a  beneficial  interest  in  this
Security)]  and the  Ordinary  Shares of the Company  issuable  upon  conversion
hereof is entitled to the benefits of a Registration Rights Agreement,  dated as
of May 30, 2001, executed by the Company (the "Registration  Rights Agreement").
Pursuant to the Registration  Rights  Agreement,  the Company has agreed for the
benefit of the Holders from time to time of the  Registrable  Securities that it
will,  at its  expense,  (a)  within 90 days  after the Issue  Date file a shelf
registration statement (the "Shelf Registration  Statement") with the Commission
with respect to resales of the  Registrable  Securities,  (b) use its reasonable
efforts to cause such Shelf  Registration  Statement to be declared effective by
the Commission within 180 days after the Issue Date of the Securities, provided,
however, that the Company may, upon written notice to all the Holders,  postpone
having the Shelf  Registration  Statement  declared  effective  for a reasonable
period  not to  exceed  90 days if the  Company  possesses  material  non-public
information, the disclosure of which would have a material adverse effect on the
Company  and

                                       23

<PAGE>

its  subsidiaries  taken  as a  whole,  and (c) use its  reasonable  efforts  to
maintain such Shelf Registration Statement effective under the Securities Act of
1933, as amended, until the second annual anniversary of the date it is declared
effective  or  such  earlier  date as is  provided  in the  Registration  Rights
Agreement (the "Effectiveness Period"). The Company will be permitted to suspend
the use of the  prospectus  which is part of the  Shelf  Registration  Statement
during certain periods of time as provided in the Registration Rights Agreement.

     If  (i)  on or  prior  to  90  days  following  the  Issue  Date,  a  Shelf
Registration  Statement  has not been filed with the  Commission,  or (ii) on or
prior to the 180th  day  following  the  Issue  Date,  such  Shelf  Registration
Statement is not declared effective (each, a "Registration Default"), additional
interest ("Liquidated Damages") will accrue on this Restricted Security from and
including the day following such  Registration  Default to but excluding the day
on which such Registration  Default has been cured.  Liquidated  Damages will be
paid  semi-annually in arrears,  with the first  semi-annual  payment due on the
first Interest  Payment Date in respect of the Restricted  Securities  following
the date on which such Liquidated  Damages begin to accrue, and will accrue at a
rate per annum equal to an additional  one-quarter of one percent (0.25%) of the
principal  amount of the  Restricted  Securities  to and  including the 90th day
following such Registration Default and at a rate per annum equal to one-half of
one  percent  (0.50%)  thereof  from  and  after  the 91st  day  following  such
Registration  Default.  Pursuant to the Registration  Rights  Agreement,  in the
event  that the Shelf  Registration  Statement  ceases to be  effective  (or the
Holders of Registrable  Securities are otherwise  prevented or restricted by the
Company from effecting sales pursuant thereto) during the  Effectiveness  Period
for more than 30 days,  whether or not consecutive,  in any 90-day period, or 90
days, whether or not consecutive,  during any 12-month period, then the interest
rate borne by the Restricted Securities shall increase by an additional one-half
of one  percent  (0.50%)  per annum from the 31st day of the  applicable  90-day
period or the 91st day of the applicable  12-month  period,  as the case may be,
that such Shelf Registration Statement ceases to be effective (or the Holders of
Registrable Securities are otherwise prevented or restricted by the Company from
effecting  sales  pursuant  thereto) to but  excluding  the day on which (i) the
Shelf  Registration  Statement  again  becomes  effective,  (ii) the  Holders of
Registrable  Securities are no longer  otherwise  prevented or restricted by the
Company from effecting sales pursuant thereto or (iii) the Effectiveness  Period
expires.

     Whenever in this  Security  there is a reference,  in any  context,  to the
payment of the principal of, premium,  if any, or interest on, or in respect of,
any Security,  such mention shall be deemed to include mention of the payment of
Liquidated Damages payable as described in the preceding paragraph to the extent
that,  in such  context,  Liquidated  Damages  are,  were or would be payable in
respect  of such  Security  and  express  mention of the  payment of  Liquidated
Damages  (if  applicable)  in any  provisions  of  this  Security  shall  not be
construed as excluding  Liquidated  Damages in those provisions of this Security
where such express mention is not made.

     If this Security is a Registrable  Security and the Holder of this Security
[if this Security is a Global  Security,  then insert --  (including  any Person
that has a beneficial  interest in this Security)]  elects to sell this Security
pursuant to the Shelf  Registration  Statement  then, by its acceptance  hereof,
such Holder of this Security agrees to be bound by the terms of the

                                       24

<PAGE>

Registration  Rights Agreement relating to the Registrable  Securities which are
the subject of such election.

     If a Change in Control occurs, the Holder of this Security, at the Holder's
option,  shall  have  the  right,  in  accordance  with  the  provisions  of the
Indenture, to require the Company to repurchase this Security (or any portion of
the principal  amount hereof that is at least $1,000 or an integral  multiple of
$1,000 in excess thereof,  provided that the portion of the principal  amount of
this Security to be Outstanding  after such repurchase is at least equal to U.S.
$1,000) for cash at a  Repurchase  Price equal to 100% of the  principal  amount
thereof plus interest accrued to the Repurchase Date. In addition, the Holder of
this Security,  at the Holder's option, shall have the right, in accordance with
the  provisions  of the  Indenture,  to require the Company to  repurchase  this
Security (or any portion of the principal  amount hereof that is at least $1,000
or an integral  multiple of $1,000 in excess thereof,  provided that the portion
of the principal amount of this Security to be Outstanding after such repurchase
is at least equal to U.S. $1,000) on June 1, 2004 and June 1, 2006 for cash at a
Repurchase  Price equal to 100% of the  principal  amount  thereof plus interest
accrued to the  Repurchase  Date. At the option of the Company,  the  Repurchase
Price  may be  paid  in cash  or,  subject  to the  conditions  provided  in the
Indenture,  by delivery of Ordinary  Shares  having a fair market value equal to
the Repurchase  Price. For purposes of this paragraph,  the fair market value of
Ordinary Shares shall be determined by the Company and shall be equal (i) in the
case of a repurchase  upon a Change of Control to 95% or (ii) in the case of any
other  repurchase  at the  option of the  Holder to 100% of the  average  of the
Closing  Prices  Per Share for the five  consecutive  Trading  Days  immediately
preceding  and including  the third  Trading Day prior to the  Repurchase  Date.
Whenever in this Security there is a reference, in any context, to the principal
of any  Security  as of any time,  such  reference  shall be  deemed to  include
reference to the  Repurchase  Price  payable in respect of such  Security to the
extent that such  Repurchase  Price is, was or would be so payable at such time,
and express  mention of the  Repurchase  Price in any provision of this Security
shall not be  construed as excluding  the  Repurchase  Price so payable in those
provisions of this Security when such express mention is not made.

     [The following paragraph shall appear in each Global Security:

     In the event of a deposit or  withdrawal  of an interest in this  Security,
including an exchange,  transfer,  redemption,  repurchase or conversion of this
Security in part only, the Trustee,  as custodian of the Depositary,  shall make
an adjustment on its records to reflect such deposit or withdrawal in accordance
with the Applicable Procedures.]

     [The following paragraph shall appear in each Security that is not a Global
Security:

     In the event of  redemption,  repurchase  or conversion of this Security in
part only, a new Security or Securities  for the  unredeemed,  unrepurchased  or
unconverted portion hereof will be issued in the name of the Holder hereof.]

     If an Event of Default shall occur and be continuing,  the principal of all
the Securities,  together with accrued interest to the date of declaration,  may
be declared  due and  payable in the

                                       25

<PAGE>

manner and with the effect  provided in the  Indenture.  Upon payment (i) of the
amount of principal so declared due and payable,  together with accrued interest
to the date of declaration,  and (ii) of interest on any overdue  principal and,
to  the  extent  permitted  by  applicable  law,  overdue  interest,  all of the
Company's obligations in respect of the payment of the principal of and interest
on the Securities shall terminate.

     The Indenture  permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company and the rights of the Holders of the  Securities  under the Indenture at
any time by the Company and the Trustee  with either (a) the written  consent of
the Holders of not less than a majority in principal amount of the Securities at
the time  Outstanding,  or (b) by the adoption of a resolution,  at a meeting of
Holders  of the  Outstanding  Securities  at which a quorum is  present,  by the
Holders of at least  66-2/3% in aggregate  principal  amount of the  Outstanding
Securities  represented  and entitled to vote at such  meeting,  or, if less, by
Holders  of not less  than a  majority  in  aggregate  principal  amount  of all
Outstanding  Securities.  The Indenture also contains provisions  permitting the
Holders of specified  percentages  in principal  amount of the Securities at the
time  Outstanding,  on behalf of the  Holders  of all the  Securities,  to waive
compliance  by the Company with certain  provisions of the Indenture and certain
past defaults  under the Indenture and their  consequences.  Any such consent or
waiver by the Holder of this Security  shall be conclusive and binding upon such
Holder and upon all future  Holders of this Security and of any Security  issued
in exchange  herefore or in lieu hereof  whether or not notation of such consent
or waiver is made upon this Security or such other Security.

     As provided in and subject to the provisions of the  Indenture,  the Holder
of this  Security  shall not have the right to  institute  any  proceeding  with
respect to the Indenture or for the  appointment of a receiver or trustee or for
any other remedy thereunder,  unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default, the Holders of not less
than 25% in  principal  amount of the  Outstanding  Securities  shall  have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee  and  offered  the  Trustee  indemnity  acceptable  to the
Trustee and the Trustee  shall not have  received from the Holders of a majority
in principal amount of the Securities  Outstanding a direction inconsistent with
such  request,  and shall have failed to institute any such  proceeding,  for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit  instituted  by the Holder of this  Security for the
enforcement  of any payment of  principal  hereof,  premiums if any, or interest
(including  Liquidated  Damages)  hereon  on or after the  respective  due dates
expressed herein or for the enforcement of the right to convert this Security as
provided in the Indenture.

     No reference  herein to the  Indenture and no provision of this Security or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute  and  unconditional,  to pay the  principal  of,  premium,  if any, and
interest  (including  Liquidated  Damages) on this Security at the times, places
and rate,  and in the coin or  currency,  herein  prescribed  or to convert this
Security as provided in the Indenture.

                                       26

<PAGE>

     As provided in the Indenture and subject to certain limitations therein set
forth,  the transfer of this Security is  registrable  on the Security  Register
upon  surrender of this Security for  registration  of transfer at the Corporate
Trust  Office of the Trustee or at such other office or agency of the Company as
may be designated  by it for such purpose in the Borough of Manhattan,  The City
of New York (which shall initially be an office or agency of the Trustee), or at
such other offices or agencies as the Company may  designate,  duly endorsed by,
or accompanied by a written  instrument of transfer in form  satisfactory to the
Company and the Security  Registrar  duly executed by, the Holder thereof or his
attorney duly  authorized in writing,  and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees by the Registrar.  No service
charge shall be made for any such registration of transfer or exchange,  but the
Company  may  require  payment of a sum  sufficient  to recover any tax or other
governmental charge payable in connection therewith.

     Prior to due  presentation  of this Security for  registration of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name  Security is  registered,  as the owner thereof for all
purposes,  whether or not such Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     No  recourse  for the payment of the  principal  (and  premium,  if any) or
interest on this Security and no recourse under or upon any obligation, covenant
or  agreement  of the Company in the  Indenture  or any  indenture  supplemental
thereto  or in any  Security,  or because of the  creation  of any  indebtedness
represented  thereby,  shall  be  had  against  any  incorporator,  stockholder,
employee,  agent,  officer or director or subsidiary,  as such, past, present or
future,  of the  Company or of any  successor  corporation,  either  directly or
through  the  Company  or any  successor  corporation,  whether by virtue of any
constitution,  statute or rule of law or by the enforcement of any assessment or
penalty or otherwise,  all such liability being, by the acceptance hereof and as
part of consideration for the issue hereof, expressly waived and released.

     The  Company  irrevocably  (i)  agrees  that  any  legal  suit,  action  or
proceeding against it arising out of or based upon the Securities, the Indenture
or the  transactions  contemplated  hereby  may be  instituted  in any  state or
federal  court located in the Borough of  Manhattan,  The City of New York,  New
York  (each a "New York  Court"),  (ii)  waives,  to the  fullest  extent it may
effectively  do so,  any  objection  which it may now or  hereafter  have to the
laying  of venue of any such  proceeding  and  (iii)  submits  to the  exclusive
jurisdiction of such courts in any such suit, action or proceeding.  The Company
has appointed Amdocs, Inc. as its authorized agent (the "Authorized Agent") upon
whom  process  may be served in any such  action  arising out of or based on the
Securities,  the Indenture or the transactions contemplated thereby which may be
instituted in any New York Court,  expressly consents to the jurisdiction of any
such court in respect of any such action,  and waives any other  requirements of
or objections to personal  jurisdiction  with respect thereto.  Such appointment
shall be  irrevocable.  The Company  represents and warrants that the Authorized
Agent has agreed to act as such agent for  service of process and agrees to take
any  and  all  action,  including  the  filing  of any  and  all  documents  and
instruments,  that may be necessary to continue such  appointment  in full force
and  effect as

                                       27

<PAGE>

aforesaid.  Service of process upon the  Authorized  Agent and written notice of
such service to the Company shall be deemed, in every respect, effective service
of process upon the Company.

     The  Indenture  and this  Security  shall be governed by and  construed  in
accordance with the laws of the State of New York, United States of America.

     All terms used in this Security  which are defined in the  Indenture  shall
have the meanings assigned to them in the Indenture.





                                  ABBREVIATIONS

     The following  abbreviations,  when used in the  inscription of the face of
this  Security,  shall be  construed  as though  they were  written  out in full
according to applicable laws or regulations:

     TEN COM - as tenants in common

     TEN ENT - as tenants by the entireties

     (Cust)
     JT TEN -  as joint tenants with right of
               survivorship and not as tenants
               in common

     UNIF GIFT MIN ACT - _____________

        Custodian ____________ under Uniform
     (Minor)

        Gifts to Minors Act _________________
     (State)

     Additional abbreviations may also be used though not in the above list.


                                       28

<PAGE>

                    ELECTION OF HOLDER TO REQUIRE REPURCHASE

     (1)  Pursuant to Article  14.1 of the  Indenture,  the  undersigned  hereby
elects to have this Security repurchased by the Company.

     (2) The undersigned  hereby directs the Trustee or the Company to pay it or
an amount in cash or, at the Company's  election,  Ordinary Shares valued as set
forth in the Indenture,  equal to 100% of the principal amount to be repurchased
(as set forth below),  plus interest accrued to the Repurchase Date, as provided
in the Indenture.

     Dated: ________________________________

     _______________________________________

     _______________________________________

     Signature(s)

     Signature(s) must be guaranteed by an Eligible  Guarantor  Institution with
membership in an approved  signature  guarantee program pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.

     _______________________________________

     Signature Guaranteed

     Principal amount to be repurchased
     (at least U.S. $1,000 or an integral multiple $1,000 in excess thereof):

                     _______________________________________


     Remaining principal amount following such repurchase
     (not less than U.S. $1,000):            ___________________________________

     NOTICE: The signature to the foregoing Election must correspond to the Name
as  written  upon  the  face of  this  Security  in  every  particular,  without
alteration or any change whatsoever.

                                       29

<PAGE>

     SECTION 2.3 FORM OF CERTIFICATE OF AUTHENTICATION.

     The Trustee's  certificate of authentication  shall be in substantially the
following form:

     This  is  one  of  the  Securities  referred  to  in  the  within-mentioned
Indenture.

     United States Trust Company of New York,
     as Trustee


     By: _________________________________
     Authorized Signatory

     Dated:______________

     SECTION 2.4 FORM OF CONVERSION NOTICE

                                CONVERSION NOTICE

     The undersigned  Holder of this Security hereby  irrevocably  exercises the
option to convert this Security,  or any portion of the principal  amount hereof
(which is U.S. $1,000 or an integral  multiple of U.S. $1,000 in excess thereof,
provided that the unconverted portion of such principal amount is U.S. $1,000 or
any integral multiple of U.S. $1,000 in excess thereof) below  designated,  into
Ordinary  Shares in accordance  with the terms of the  Indenture  referred to in
this  Security,  and directs that such shares,  together with a check in payment
for  any  fractional  share  and any  Securities  representing  any  unconverted
principal  amount  hereof,  be delivered to and be registered in the name of the
undersigned unless a different name has been indicated below. If Ordinary Shares
or  Securities  are to be  registered  in the  name of a Person  other  than the
undersigned,  (a) the  undersigned  will pay all  transfer  taxes  payable  with
respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor
Institution with membership in an approved signature  guarantee program pursuant
to Rule 17Ad-15 under the Securities  Exchange Act of 1934. Any amount  required
to be paid by the undersigned on account of interest accompanies this Security.

Dated: _________________________________________________________________________

                                         _______________________________________

                                                     Signature(s)

                                       30

<PAGE>

If shares or Securities are to be       If only a portion of the Securities is
registered in the name of a Person      to be converted, please indicate:
other than the Holder, please
print such Person's name and            Principal amount to be converted:
address:
                                                                U.S. $__________

___________________________________     Principal amount and denomination of
        Name                            Securities representing unconverted
                                        principal amount to be issued:
___________________________________
        Address                                          Amount U.S. $__________

                                        (U.S. $1,000 or any integral multiple of
___________________________________     U.S. $1,000 in excess thereof, provided
Social Security or other                that the unconverted portion of such
Identification Number, if any           principal amount is U.S. $1,000 or any
                                        integral multiple of U.S. $1,000 in
                                        excess thereof)


___________________________________
[Signature Guaranteed


                                       31

<PAGE>

     SECTION 2.5 FORM OF ASSIGNMENT.

     For  value  received   ________________   hereby  sell(s),   assign(s)  and
transfer(s)  unto  ________________  (Please  insert  social  security  or other
identifying  number of assignee)  the within  Security,  and hereby  irrevocably
constitutes  and appoints  ____________________as  attorney to transfer the said
Security on the books of the  Company,  with full power of  substitution  in the
premises.

     Dated:

     __________________________

     __________________________

                                       Signature(s)


                                       Signature(s)  must be  guaranteed  by an
                                       Eligible  Guarantor  Institution  with
                                       membership in an approved signature
                                       guarantee program pursuant to Rule 17Ad -
                                       15 under the Securities Exchange Act of
                                       1934.

                                       32

<PAGE>

                                   ARTICLE III
                                 THE SECURITIES

     SECTION 3.1 TITLE AND TERMS.

     The aggregate principal amount of Securities which may be authenticated and
delivered  under this  Indenture  is limited  to U.S.  $600,000,000,  except for
Securities  authenticated and delivered  pursuant to Section 3.4, 3.5, 3.6, 8.5,
12.2 or 14.3(5) in exchange  for,  or in lieu of,  other  Securities  previously
authenticated and delivered under this Indenture

     The Securities  shall be known and designated as the "2% Convertible  Notes
due June 1, 2008" of the Company.  Their Stated  Maturity  shall be June 1, 2008
and they  shall bear  interest  on their  principal  amount  from May 30,  2001,
payable  semi-annually  in  arrears  on  June 1 and  December  1 in  each  year,
commencing  December 1, 2001, at the rate of 2.00% per annum until the principal
thereof is due and at the rate of 2.00% per annum on any overdue  principal and,
to the extent permitted by law, on any overdue interest; provided, however, that
payments shall only be made on a Business Day as provided in Section 1.12.

     The principal of, premium,  if any, and interest on the Securities shall be
payable as provided in the form of Securities  set forth in Section 2.2, and the
Repurchase  Price,  whether  payable  in cash or in  Ordinary  Shares,  shall be
payable at such places as are identified in the Company Notice given pursuant to
Section 14.3 (any city in which any Paying Agent is located  being herein called
a "Place of Payment").

     The  Registrable  Securities are entitled to the benefits of a Registration
Rights  Agreement  as provided by Section  10.11 and in the form of Security set
forth in Section 2.2. The  Securities  are entitled to the payment of Liquidated
Damages as provided by Section 10.11.

     The Securities shall be redeemable at the option of the Company at any time
on or after June 1, 2006,  in whole or in part, as provided in Article XI and in
the form of Security set forth in Section 2.2.

     The Securities shall be convertible as provided in Article XII (any city in
which  any  Conversion  Agent  is  located  being  herein  called  a  "Place  of
Conversion").

     The Securities  shall be subject to repurchase by the Company at the option
of the Holders as provided in Article XIV.

                                       33

<PAGE>

     SECTION 3.2 DENOMINATIONS.

     The Securities shall be issuable only in registered form,  without coupons,
in denominations of U.S. $1,000 and integral  multiples of U.S. $1,000 in excess
thereof.

     SECTION 3.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     The  Securities  shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its Chief Executive  Officer,  its
President or a Vice President  (whether or not designated by a number or numbers
or word or words added before or after the title) and  delivered to the Trustee.
Any such signature may be manual or facsimile.  Notwithstanding the reference to
the Company's  corporate seal in any form of Security executed and authenticated
hereunder,  the Company  may, but will not be required  to,  execute  Securities
hereunder under a facsimile of its corporate seal reproduced thereon attested by
its  principal  financial  officer,   Treasurer,  an  Assistant  Treasurer,  its
Secretary or an Assistant Secretary.

     Securities  bearing the manual or facsimile  signature of  individuals  who
were at any time the proper  officers  of the  Company  shall bind the  Company,
notwithstanding  that such  individuals  or any of them have ceased to hold such
offices prior to the  authentication  and delivery of such Securities or did not
hold such offices at the date of such Securities.

     At any time and from time to time after the  execution and delivery of this
Indenture,  the Company may  deliver  Securities  executed by the Company to the
Trustee or to its order for  authentication,  together  with a Company Order for
the  authentication  and  delivery  of  such  Securities,  and  the  Trustee  in
accordance  with such Company Order shall  authenticate  and make  available for
delivery such Securities as in this Indenture provided.

     Each Security shall be dated the date of its authentication.

     No Security  shall be entitled to any benefit  under this  Indenture  or be
valid or  obligatory  for any purpose  unless there  appears on such  Security a
certificate  of  authentication  substantially  in the form  provided for herein
executed by the Trustee by manual signature of an authorized signatory, and such
certificate  upon  any  Security  shall  be  conclusive  evidence,  and the only
evidence,   that  such  Security  has  been  duly  authenticated  and  delivered
hereunder.

  SECTION 3.4 GLOBAL SECURITIES; NON-GLOBAL SECURITIES; BOOK-ENTRY PROVISIONS.

     (1) Global Securities

               (i) Each Global Security authenticated under this Indenture shall
be registered in the name of the  Depositary  designated by the Company for such
Global  Security or a nominee  thereof and  delivered  to such  Depositary  or a
nominee  thereof or  custodian  therefor,  and each such Global  Security  shall
constitute a single Security for all purposes of this Indenture.

               (ii) Except for exchanges of Global  Securities  for  definitive,
non-Global  Securities at the sole discretion of the Company, no Global Security
may be exchanged in

                                       34

<PAGE>

whole or in part for Securities registered, and no transfer of a Global Security
in whole or in part may be registered,  in the name of any Person other than the
Depositary  for such  Global  Security  or a  nominee  thereof  unless  (A) such
Depositary  (i) has  notified  the  Company  that it is  unwilling  or unable to
continue  as  Depositary  for such  Global  Security  or (ii) has ceased to be a
clearing  agency  registered  as such under the  Exchange  Act or  announces  an
intention permanently to cease business or does in fact do so or (B) there shall
have  occurred and be continuing an Event of Default with respect to such Global
Security.  In case of an event  under  clause (A) of the  immediately  preceding
sentence, if a successor Depositary for such Global Security is not appointed by
the  Company  within 90 days after the Company  receives  such notice or becomes
aware of such  ineligibility,  the Company will execute,  and the Trustee,  upon
receipt  of a  Company  Order  directing  the  authentication  and  delivery  of
Securities,  will  authenticate  and  deliver,  Securities,  in  any  authorized
denominations in an aggregate  principal amount equal to the principal amount of
such Global Security in exchange for such Global Security.

               (iii)  If  any  Global  Security  is to be  exchanged  for  other
Securities or canceled in whole,  it shall be surrendered by or on behalf of the
Depositary or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation,  as provided in this Article III. If any Global  Security is to be
exchanged for other Securities or canceled in part, or if another Security is to
be  exchanged  in whole  or in part  for a  beneficial  interest  in any  Global
Security,  in each case, as provided in Section 3.5, then either (A) such Global
Security shall be so surrendered  for exchange or  cancellation,  as provided in
this  Article  III,  or (B) the  principal  amount  thereof  shall be reduced or
increased  by an amount  equal to the  portion  thereof  to be so  exchanged  or
canceled,  or equal to the  principal  amount of such  other  Security  to be so
exchanged for a beneficial  interest therein, as the case may be, by means of an
appropriate  adjustment  made  on  the  records  of  the  Trustee,  as  Security
Registrar,  whereupon the Trustee, in accordance with the Applicable Procedures,
shall  instruct  the  Depositary  or its  authorized  representative  to  make a
corresponding  adjustment to its records.  Upon any such surrender or adjustment
of a Global  Security,  the  Trustee  shall,  subject to  Section  3.5(3) and as
otherwise provided in this Article III,  authenticate and deliver any Securities
issuable in exchange  for such Global  Security  (or any portion  thereof) to or
upon the order of,  and  registered  in such  names as may be  directed  by, the
Depositary or its authorized representative.  Upon the request of the Trustee in
connection  with the occurrence of any of the events  specified in the preceding
paragraph, the Company shall promptly make available to the Trustee a reasonable
supply of Securities that are not in the form of Global Securities.  The Trustee
shall be entitled to rely upon any order, direction or request of the Depositary
or its authorized representative which is given or made pursuant to this Article
III if such order,  direction or request is given or made in accordance with the
Applicable Procedures.

               (iv) Every Security authenticated and delivered upon registration
of  transfer  of, or in  exchange  for or in lieu of, a Global  Security  or any
portion  thereof,  whether  pursuant to this Article III or otherwise,  shall be
authenticated  and  delivered in the form of, and shall be, a registered  Global
Security,  unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof, in which case such
Security shall be  authenticated  and delivered in definitive,  fully registered
form, without interest coupons.

                                       35

<PAGE>

               (v) The  Depositary  or its  nominee,  as  registered  owner of a
Global  Security,  shall be the Holder of such Global  Security for all purposes
under the Indenture and the Securities,  and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly,  any such owner's beneficial  interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through,
records  maintained  by the  Depositary  or its nominee or its Agent Members and
such owners of beneficial  interests in a Global Security will not be considered
the owners or holders thereof.

     (2) Non-Global  Securities.  Securities issued upon the events described in
Section  3.4(l)(ii)  shall be in  definitive,  fully  registered  form,  without
interest coupons, and shall bear the Restricted Securities Legend as required by
this Indenture.

     SECTION  3.5   REGISTRATION;   REGISTRATION   OF  TRANSFER  AND   EXCHANGE;
RESTRICTIONS ON TRANSFER.

     (1) The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register  (the register  maintained in such office  referred to as the
"Security Register") in which, subject to such reasonable  regulations as it may
prescribe,  the Company shall provide for the  registration of Securities and of
transfers of Securities.  The Trustee is hereby appointed  "Security  Registrar"
for the  purpose of  registering  Securities  and  transfers  and  exchanges  of
Securities as herein provided.

     Upon surrender for registration of transfer of any Security at an office or
agency of the Company designated pursuant to Section 10.2 for such purpose,  the
Company shall execute,  and the Trustee shall  authenticate and deliver,  in the
name of the designated transferee or transferees,  one or more new Securities of
any  authorized  denominations  and of a like  aggregate  principal  amount  and
bearing such restrictive legends as may be required by this Indenture.

     At the option of the Holder,  and subject to the other  provisions  of this
Section 3.5,  Securities may be exchanged for other Securities of any authorized
denomination  and of a like aggregate  principal  amount,  upon surrender of the
Securities to be exchanged at any such office or agency. Whenever any Securities
are so  surrendered  for exchange,  and subject to the other  provisions of this
Section 3.5, the Company shall execute,  and the Trustee shall  authenticate and
deliver,  the  Securities  which the Holder  making the  exchange is entitled to
receive. Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Security  Registrar) be
duly endorsed,  or be  accompanied  by a written  instrument of transfer in form
satisfactory  to the  Company,  the  Trustee  and the  Security  Registrar  duly
executed, by the Holder thereof or his attorney duly authorized in writing.

     All  Securities  issued  upon any  registration  of transfer or exchange of
Securities  shall be the valid  obligations of the Company,  evidencing the same
debt and entitled to the same benefits  under this  Indenture as the  Securities
surrendered upon such registration of transfer or exchange.

     No  service  charge  shall  be made to a  Holder  for any  registration  of
transfer or exchange of  Securities  except as provided in Section  3.6, but the
Company  may  require  payment  of a sum

                                       36

<PAGE>

sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any  registration  of transfer or exchange of Securities,  other
than exchanges  pursuant to Section 3.4, 8.5, 12.2 or 14.3 (other than where the
Ordinary  Shares are to be issued or  delivered in a name other than that of the
Holder of the  Security) not involving any transfer and other than any stamp and
other duties,  if any, which may be imposed in connection with any such transfer
or  exchange  by the  United  States or any  political  subdivision  thereof  or
therein, which shall be paid by the Company.

     In the event of a redemption of the Securities, neither the Company nor the
Securities  Registrar  will be  required  (a) to  register  the  transfer  of or
exchange  Securities  for a period  of 15 days  immediately  preceding  the date
notice is given identifying the serial numbers of the Securities called for such
redemption  or (b) to register  the  transfer of or exchange  any  Security,  or
portion thereof, called for redemption.

     (2) Certain Transfers and Exchanges. Notwithstanding any other provision of
this  Indenture or the  Securities,  transfers and  exchanges of Securities  and
beneficial interests in a Global Security of the kinds specified in this Section
3.5(2) shall be made only in accordance with this Section 3.5(2).

     (i) Restricted Global Security to Restricted  Non-Global  Security.  In the
event that non-Global Securities are to be issued pursuant to Section 3.4(1)(ii)
in  connection  with any transfer of  Securities,  such transfer may be effected
only in accordance  with the provisions of this Clause (2)(i) and subject to the
Applicable  Procedures.  Upon receipt by the Trustee, as Security Registrar,  of
(A) a  Company  Order  from the  Company  directing  the  Trustee,  as  Security
Registrar,  to (x)  authenticate  and deliver one or more Securities of the same
aggregate  principal amount as the beneficial  interest in the Restricted Global
Security to be  transferred,  such  instructions to contain the name or names of
the  designated  transferee  or  transferees,  the  authorized  denomination  or
denominations  of  the  Securities  to be so  issued  and  appropriate  delivery
instructions  and (y)  decrease  the  beneficial  interest of a specified  Agent
Member's account in a Restricted Global Security by a specified principal amount
not greater than the principal amount of such Restricted  Global  Security,  and
(B) such  other  certifications,  legal  opinions  or other  information  as the
Company or the Trustee may  reasonably  require to confirm that such transfer is
being made pursuant to an exemption  from,  or in a transaction  not subject to,
the  registration  requirements  of the  Securities  Act,  then the Trustee,  as
Security Registrar, shall decrease the principal amount of the Restricted Global
Security by the  specified  amount and  authenticate  and deliver  Securities in
accordance  with such  instructions  from the  Company  as  provided  in Section
3.4(1)(iii).

     (ii) Restricted  Non-Global Security to Restricted Global Security.  If the
Holder of a Restricted  Security  (other than a Global  Security)  wishes at any
time to transfer all or any portion of such Restricted  Security to a Person who
wishes to take  delivery  thereof in the form of a  beneficial  interest  in the
Restricted  Global  Security,  such  transfer may be effected only in accordance
with the  provisions  of this  Clause  (2)(ii)  and  subject  to the  Applicable
Procedures.  Upon receipt by the  Trustee,  as Security  Registrar,  of (A) such
Restricted  Security  as provided in Section  3.5(1) and  instructions  from the
Company  directing that a beneficial  interest in the

                                       37

<PAGE>

Restricted Global Security in a specified  principal amount not greater than the
principal  amount of such  Security be credited  to a specified  Agent  Member's
account and (B) a Restricted Securities Certificate, satisfactory to the Trustee
and duly  executed by such Holder or his attorney  duly  authorized  in writing,
then the Trustee, as Security  Registrar,  shall cancel such Restricted Security
(and issue a new  Restricted  Security in respect of any  untransferred  portion
thereof) as provided in Section 3.5(1) and increase the principal  amount of the
Restricted  Global  Security by the  specified  principal  amount as provided in
Section 3.4(1)(iii).

     (iii)  Exchanges  between  Global  Security  and  Non-Global   Security.  A
beneficial interest in a Global Security may be exchanged for a Security that is
not a Global  Security  only as provided in Section 3.4 or only if such exchange
occurs in connection  with a transfer  effected in  accordance  with Clause 2(i)
above,  provided  that,  if  such  interest  is a  beneficial  interest  in  the
Restricted  Global  Security,  then  such  interest  shall  be  exchanged  for a
Restricted Security (subject in each case to Section 3.5(3)). A Security that is
not a Global  Security  may be exchanged  for a beneficial  interest in a Global
Security only if such exchange occurs in connection with a transfer  effected in
accordance with Clause (2)(ii) above.

     (3)  Securities  Act  Legends.  All  Securities  issued  pursuant  to  this
Indenture,  and all Successor  Securities,  shall bear the Restricted Securities
Legend, subject to the following:

     (i) subject to the following  Clauses of this Section 3.5(3), a Security or
any portion thereof which is exchanged, upon transfer or otherwise, for a Global
Security or any portion  thereof  shall bear the  Restricted  Securities  Legend
borne by such Global Security for which the Security was exchanged;

     (ii)  subject  to the  following  Clauses  of this  Section  3.5(3),  a new
Security  which is not a Global  Security  and is issued in exchange for another
Security (including a Global Security) or any portion thereof,  upon transfer or
otherwise,  shall bear the Restricted  Securities  Legend for which the Security
was exchanged;

     (iii) any Securities which are sold or otherwise disposed of pursuant to an
effective  registration  statement under the Securities Act (including the Shelf
Registration Statement), together with their Successor Securities shall not bear
a Restricted  Securities Legend; the Company shall inform the Trustee in writing
of the  effective  date  of any  such  registration  statement  registering  the
Securities  under the  Securities  Act and shall  notify the Trustee at any time
when  prospectuses  must be  delivered  with  respect to  Securities  to be sold
pursuant to such registration statement. The Trustee shall not be liable for any
action taken or omitted to be taken by it in good faith in  accordance  with the
aforementioned registration statement;

     (iv) at any time after the  Securities  may be freely  transferred  without
registration  under the  Securities  Act or without  being  subject to  transfer
restrictions  pursuant to the Securities Act, a new Security which does not bear
a  Restricted  Securities  Legend may be issued in exchange  for or in lieu of a
Security (other than a Global  Security) or any portion thereof which bears such
a legend if the Trustee has  received an  Unrestricted  Securities  Certificate,
satisfactory  to the  Trustee and duly  executed by the Holder of such  Security
bearing a  Restricted  Securities  Legend or his  attorney  duly  authorized  in
writing, and after such date and receipt of such

                                       38

<PAGE>

certificate,  the Trustee  shall  authenticate  and deliver such new Security in
exchange for or in lieu of such other Security as provided in this Article III;

     (v) a new Security which does not bear a Restricted  Securities  Legend may
be  issued  in  exchange  for or in  lieu of a  Security  (other  than a  Global
Security) or any portion  thereof which bears such a legend if, in the Company's
judgment,  placing  such a legend  upon such new  Security is not  necessary  to
ensure compliance with the registration  requirements of the Securities Act, and
the Trustee,  at the direction of the Company,  shall  authenticate  and deliver
such a new Security as provided in this Article III; and

     (vi)  notwithstanding  the foregoing  provisions of this Section 3.5(3),  a
Successor  Security  of a Security  that does not bear a  Restricted  Securities
Legend  shall not bear such legend  unless the Company has  reasonable  cause to
believe  that such  Successor  Security is a  "restricted  security"  within the
meaning of Rule 144, in which case the Trustee, at the direction of the Company,
shall  authenticate and deliver a new Security  bearing a Restricted  Securities
Legend in exchange for such Successor Security as provided in this Article III.

     (4)  Any  stock  certificate   representing  Ordinary  Shares  issued  upon
conversion of the Securities shall bear the Restricted  Securities  Legend borne
by such  Securities,  to the  extent  required  by this  Indenture,  or  another
appropriate  restricted securities legend, unless such Ordinary Shares have been
sold pursuant to a registration statement that has been declared effective under
the  Securities  Act (and which  continues  to be  effective at the time of such
transfer)  or sold  pursuant  to Rule  144(k) of the  Securities  Act, or unless
otherwise  agreed by the Company in writing with written  notice  thereof to the
transfer agent for the Ordinary Shares. With respect to the transfer of Ordinary
Shares issued upon conversion of the Securities  that are restricted  hereunder,
any deliveries of certificates,  legal opinions or other  instruments that would
be required to be made to the  Security  Registrar  in the case of a transfer of
Securities,  as described above, shall instead be made to the transfer agent for
the Ordinary Shares.

     (5) Neither the Trustee, the Paying Agent nor any of their agents shall (i)
have any duty to monitor compliance with or with respect to any federal or state
or other securities or tax laws or (ii) have any duty to obtain documentation on
any transfers or exchanges other than as specifically required hereunder.

     SECTION 3.6 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.

     If any mutilated Security is surrendered to the Trustee,  the Company shall
execute and the Trustee shall  authenticate  and deliver in exchange  therefor a
new  Security  of like  tenor and  principal  amount  and  bearing a number  not
contemporaneously outstanding.

     If there be delivered to the Company and to the Trustee:

     (1) evidence to their satisfaction of the destruction, loss or theft of any
Security, and

     (2) such  security or indemnity as may be  satisfactory  to the Company and
the Trustee to save each of them and any agent of either of them harmless, then,
in the absence of actual

                                       39

<PAGE>

notice to the Company or the Trustee that such  Security has been  acquired by a
bona  fide   purchaser,   the  Company  shall  execute  and  the  Trustee  shall
authenticate  and  deliver,  in  lieu of any  such  destroyed,  lost  or  stolen
Security, a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

     In case any such mutilated,  destroyed,  lost or stolen Security has become
or is about to become  due and  payable,  the  Company  in its  discretion,  but
subject to any conversion  rights,  may, instead of issuing a new Security,  pay
such Security,  upon  satisfaction  of the conditions set forth in the preceding
paragraph.

     Upon the issuance of any new  Security  under this Section 3.6, the Company
may  require  the  payment  of a sum  sufficient  to  cover  any  tax  or  other
governmental  charge  that may be imposed in  relation  thereto  (other than any
stamp and other duties, if any, which may be imposed in connection  therewith by
the United States or any political  subdivision thereof or therein,  which shall
be paid by the Company) and any other expenses  (including the fees and expenses
of the Trustee) connected therewith.

     Every new  Security  issued  pursuant  to this  Section  3.6 in lieu of any
mutilated,  destroyed,  lost or stolen  Security  shall  constitute  an original
additional contractual obligation of the Company,  whether or not the mutilated,
destroyed,  lost or stolen Security shall be at any time  enforceable by anyone,
and such new Security  shall be entitled to all the  benefits of this  Indenture
equally  and  proportionately  with any and all  other  Securities  duly  issued
hereunder.

     The provisions of this Section 3.6 are exclusive and shall preclude (to the
extent  lawful) all other  rights and remedies of any Holder with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

     SECTION 3.7 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

     Interest on any Security which is payable,  and is punctually  paid or duly
provided for, on any Interest  Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor  Securities) is registered at the
close of business on the Regular Record Date for such interest.

     Any interest on any Security which is payable,  but is not punctually  paid
or duly provided  for, on any Interest  Payment Date (herein  called  "Defaulted
Interest")  shall  forthwith  cease to be payable to the Holder on the  relevant
Regular  Record Date by virtue of having been such  Holder,  and such  Defaulted
Interest may be paid by the Company,  at its election in each case,  as provided
in Clause (1) or (2) below:

     (1) The Company may elect to make payment of any Defaulted  Interest to the
Persons  in  whose  names  the  Securities  (or  their  respective   Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such  Defaulted  Interest,  which shall be fixed in the following
manner.  The  Company  shall  notify  the  Trustee  in  writing of the amount of
Defaulted  Interest  proposed  to be  paid  on each  Security,  the  date of the
proposed  payment and the Special  Record Date, and at the same time the Company
shall deposit

                                       40

<PAGE>

with the Trustee an amount of money equal to the aggregate amount proposed to be
paid  in  respect  of  such  Defaulted   Interest  or  shall  make  arrangements
satisfactory  to the Trustee for such deposit  prior to the date of the proposed
payment,  such money when  deposited  to be held in trust for the benefit of the
Persons  entitled to such  Defaulted  Interest as in this Clause  provided.  The
Special Record Date for the payment of such Defaulted Interest shall be not more
than 15 days and not less than 10 days prior to the date of the proposed payment
and not less than 10 days after the  receipt by the Trustee of the notice of the
proposed  payment.  The Trustee,  in the name and at the expense of the Company,
shall cause notice of the proposed  payment of such  Defaulted  Interest and the
Special Record Date therefor to be mailed,  first-class postage prepaid, to each
Holder at such Holder's address as it appears in the Security Register, not less
than 10 days prior to such Special Record Date.  Notice of the proposed  payment
of such Defaulted  Interest and the Special Record Date therefor  having been so
mailed,  such Defaulted Interest shall be paid to the Persons in whose names the
Securities (or their  respective  Predecessor  Securities) are registered at the
close of  business  on such  Special  Record Date and shall no longer be payable
pursuant to the following Clause (2).

     (2) The Company  may make  payment of any  Defaulted  Interest in any other
lawful manner not inconsistent with the requirements of any securities  exchange
on which the Securities  may be listed,  and upon such notice as may be required
by such  exchange,  if,  after notice given by the Company to the Trustee of the
proposed payment pursuant to this Clause, such manner of payment shall be deemed
practicable by the Trustee.

     Subject to the  foregoing  provisions of this Section and Section 3.5, each
Security  delivered under this Indenture upon  registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

     Interest on any Security which is converted in accordance with Section 12.2
during a Record Date Period shall be payable in accordance  with the  provisions
of Section 12.2.

SECTION 3.8 PERSONS DEEMED OWNERS.

     Prior to due presentment of a Security for  registration  of transfer,  the
Company, the Trustee, any Paying Agent and any agent of the Company, the Trustee
or any  Paying  Agent may  treat the  Person  in whose  name  such  Security  is
registered as the owner of such Security for the purpose of receiving payment of
principal  of,  premium,  if any, and (subject to Section 3.7)  interest on such
Security and for all other purposes whatsoever,  whether or not such Security be
overdue, and neither the Company, the Trustee, any Paying Agent nor any agent of
the Company,  the Trustee or any Paying Agent shall be affected by notice to the
contrary.

     SECTION 3.9 CANCELLATION.

     All   Securities   surrendered   for   payment,   redemption,   repurchase,
registration of transfer or exchange or conversion  shall, if surrendered to any
Person other than the Trustee,  be delivered to the Trustee.  All  Securities so
delivered  to the  Trustee  shall be  canceled  promptly  by the Trustee (or its
agent).  No Securities  shall be authenticated in lieu of or in exchange for any
Securities

                                       41

<PAGE>

canceled as provided  in this  Section  3.9.  The Trustee  shall  dispose of all
canceled  Securities  in  accordance  with  applicable  law  and  its  customary
practices in effect from time to time.

     SECTION 3.10 COMPUTATION OF INTEREST.

     Interest on the  Securities  (including  any  Liquidated  Damages) shall be
computed on the basis of a 360-day year of twelve 30-day months.

     SECTION 3.11 CUSIP NUMBERS.

     The  Company  in  issuing  Securities  may use  "CUSIP"  numbers  (if  then
generally in use) in addition to serial  numbers;  if so, the Trustee  shall use
such CUSIP numbers in addition to serial  numbers in notices of  redemption  and
repurchase as a convenience to Holders;  provided that any such notice may state
that no  representation  is made as to the  correctness  of such  CUSIP  numbers
either  as  printed  on  the  Securities  or as  contained  in any  notice  of a
redemption or  repurchase  and that reliance may be placed only on the serial or
other identification numbers printed on the Securities,  and any such redemption
or  repurchase  shall not be affected by any defect in or omission of such CUSIP
numbers.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

     SECTION 4.1 SATISFACTION AND DISCHARGE OF INDENTURE.

     This  Indenture  shall upon Company  Request cease to be of further  effect
(except as to any surviving rights of conversion, or registration of transfer or
exchange,  or replacement of Securities  herein  expressly  provided for and any
right to receive Liquidated Damages as provided in Section 10.11 and in the form
of Securities set forth in Section 2.2, which proviso shall not apply to Section
4.1(1)(i) below), and the Trustee, at the expense of the Company,  shall execute
proper   instruments  in  form  and  substance   satisfactory   to  the  Trustee
acknowledging satisfaction and discharge of this Indenture, when

     (1) either

     (i) all Securities theretofore  authenticated and delivered (other than (A)
Securities  which  have  been  destroyed,  lost or stolen  and  which  have been
replaced or paid as provided in Section 3.6 and (B) Securities for whose payment
money has theretofore been deposited in trust or segregated and held in trust by
the Company and thereafter  repaid to the Company or discharged from such trust,
as  provided  in  Section   10.3)  have  been   delivered  to  the  Trustee  for
cancellation; or

     (ii) all such  Securities not  theretofore  delivered to the Trustee or its
agent for cancellation (other than Securities referred to in clauses (A) and (B)
of clause (l)(i) above)

     (a) have become due and payable, or

                                       42

<PAGE>

     (b) will have become due and payable at their  Stated  Maturity  within one
year, or

     (c) are to be called for  redemption  within  one year  under  arrangements
satisfactory  to the  Trustee  for the  giving of notice  of  redemption  by the
Trustee in the name, and at the expense, of the Company,

and the Company,  in the case of clause (a), (b) or (c) above,  has deposited or
caused to be deposited with the Trustee as trust funds (immediately available to
the  Holders  in the case of clause  (a)) in trust for the  purpose an amount in
cash sufficient to pay and discharge the entire  indebtedness on such Securities
not  theretofore  delivered  to the Trustee  for  cancellation,  for  principal,
premium,  if any, and interest (including any Liquidated Damages) to the date of
such deposit (in the case of Securities which have become due and payable) or to
the Stated Maturity or Redemption Date, as the case may be;

     (2) the  Company  has paid or  caused  to be paid all  other  sums  payable
hereunder by the Company; and

     (3) the Company has delivered to the Trustee an Officers'  Certificate  and
an Opinion  of  Counsel,  each  stating  that all  conditions  precedent  herein
provided for relating to the  satisfaction  and discharge of this Indenture have
been complied with.

     Notwithstanding  the  satisfaction  and  discharge of this  Indenture,  the
obligations of the Company to the Trustee under Section 6.7, the  obligations of
the Company to any  Authenticating  Agent under Section 6.12,  the obligation of
the Company to pay Liquidated  Damages,  if money shall have been deposited with
the Trustee  pursuant to clause (l)(ii) of this Section 4.1, the  obligations of
the Trustee  under  Section 4.2 and the last  paragraph  of Section 10.3 and the
obligations  of the Company and the  Trustee  under  Section 3.5 and Article XII
shall survive.

     SECTION 4.2 APPLICATION OF TRUST MONEY.

     Subject to the  provisions of the last paragraph of Section 10.3, all money
deposited  with the  Trustee  pursuant to Section 4.1 shall be held in trust for
the sole  benefit  of the  Holders,  and such  monies  shall be  applied  by the
Trustee, in accordance with the provisions of the Securities and this Indenture,
to the  payment,  either  directly or through any Paying  Agent,  to the Persons
entitled  thereto,  of the  principal,  premium,  if any, and interest for whose
payment such money has been deposited with the Trustee.

     All moneys  deposited with the Trustee pursuant to Section 4.1 (and held by
it or any Paying  Agent) for the payment of  Securities  subsequently  converted
shall be returned to the Company upon Company Request.

     The Company  shall pay and  indemnify  the Trustee  against any tax, fee or
other charge  imposed or assessed  against all money  deposited with the Trustee
pursuant to Section 4.1 (other than income taxes and franchise taxes incurred or
payable by the Trustee and such other taxes, fees or charges incurred or payable
by the  Trustee  that are not  directly  the result of the deposit of such money
with the Trustee).

                                       43

<PAGE>

                                   ARTICLE V
                                    REMEDIES

     SECTION 5.1 EVENTS OF DEFAULT.

     "Event of Default",  wherever  used herein,  means any one of the following
events  (whatever  the reason for such Event of Default  and whether it shall be
voluntary or  involuntary  or be effected by operation of law or pursuant to any
judgment,  decree or order of any court or any order,  rule or regulation of any
administrative or governmental body):

     (1) default in the payment of the  principal of or premium,  if any, on any
Security at its Maturity; or

     (2)  default  in the  payment of any  interest  (including  any  Liquidated
Damages) upon any Security when it becomes due and payable,  and  continuance of
such default for a period of 30 days; or

     (3)  failure by the  Company to give a Company  Notice in  accordance  with
Section 14.3; or

     (4) default in the performance,  or breach,  of any covenant or warranty of
the  Company in this  Indenture  (other than a covenant or warranty a default in
the performance or breach of which is specifically  dealt with elsewhere in this
Section),  and  continuance  of such  default  or breach for a period of 60 days
after there has been given,  by registered or certified  mail, to the Company by
the  Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding  Securities a written notice specifying such
default or breach and  requiring  it to be remedied and stating that such notice
is a "Notice of Default;" or

     (5) any indebtedness under any bonds, debentures,  notes or other evidences
of  indebtedness  for money  borrowed  by the  Company  or under  any  mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or  evidenced  any  indebtedness  for money  borrowed by the Company (an
"Instrument"),  or any  guaranty  by the  Company  for  indebtedness  for  money
borrowed  by  any  Subsidiary  of the  Company,  with a  principal  amount  then
outstanding in excess of U.S. $50,000,000,  whether such indebtedness now exists
or shall  hereafter be created,  is not paid at final maturity of any Instrument
(either  at  its  stated  maturity  or  upon  acceleration  thereof),  and  such
indebtedness  is not  discharged,  or  such  acceleration  is not  rescinded  or
annulled,  within a period of 30 days  after  there  shall have been  given,  by
registered  or certified  mail,  to the Company by the Trustee or to the Company
and the  Trustee  by the  Holders  of at least  25% in  principal  amount of the
Outstanding  Securities a written notice  specifying  such default and requiring
the Company to cause such indebtedness to be discharged or cause such default to
be cured or waived or such  acceleration to be rescinded or annulled and stating
that such notice is a "Notice of Default" hereunder; or

     (6) the  entry by a court  having  jurisdiction  in the  premises  of (A) a
decree or order for relief in respect of the Company in an  involuntary  case or
proceeding  under  any  applicable

                                       44

<PAGE>

Federal or State bankruptcy, insolvency,  reorganization or other similar law or
(B) a decree  or order  adjudging  the  Company  a  bankrupt  or  insolvent,  or
approving  as properly  filed a petition  seeking  reorganization,  arrangement,
adjustment or  composition  of or in respect of the Company under any applicable
Federal or State law, or appointing a custodian, receiver, liquidator, assignee,
trustee,  sequestrator  or  other  similar  official  of the  Company  or of any
substantial  part of its property,  or ordering the winding up or liquidation of
its affairs,  and the  continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 60 consecutive
days; or

     (7) the commencement by the Company of a voluntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency,  reorganization or other
similar law or of any other case or proceeding  to be  adjudicated a bankrupt or
insolvent,  or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency,  reorganization or other similar law or
to the  commencement of any bankruptcy or insolvency case or proceeding  against
it,  or  the  filing  by  it  of  a  petition  or  answer  or  consent   seeking
reorganization  or similar relief under any applicable  Federal or State law, or
the  consent by it to the filing of such  petition or to the  appointment  of or
taking  possession  by a custodian,  receiver,  liquidator,  assignee,  trustee,
sequestrator or other similar official of the Company or of any substantial part
of its  property,  or the  making  by it of an  assignment  for the  benefit  of
creditors,  or the  admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of  corporate  action by the Company
in furtherance of any such action.

     SECTION 5.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default (other than an Event of Default specified in Section
5.1(6) or 5.1(7)) occurs and is continuing, then in every such case the Trustee
or the  Holders  of not less than 25% in  principal  amount  of the  Outstanding
Securities may declare the principal of all the Securities to be due and payable
immediately,  by a notice in writing to the Company (and to the Trustee if given
by the Holders),  and upon any such  declaration  such principal and all accrued
interest  thereon  shall  become  immediately  due and  payable.  If an Event of
Default  specified in Section  5.1(6) or 5.1(7)  occurs,  the  principal of, and
accrued interest on, all the Securities shall ipso facto become  immediately due
and payable  without any  declaration  or other Act of the Holders or any act on
the part of the Trustee.

     At any time after such declaration of acceleration has been made and before
a judgment  or decree  for  payment  of the money due has been  obtained  by the
Trustee as hereinafter in this Article V provided,  the Holders of a majority in
principal amount of the Outstanding Securities, by written notice to the Company
and the  Trustee,  may,  on  behalf  of all  Holders,  rescind  and  annul  such
declaration and its consequences if

     (1) the Company has paid or deposited  with the Trustee a sum sufficient to
pay:

     (i) all overdue interest on all Securities,

                                       45

<PAGE>

     (ii) the  principal of and premium,  if any, on any  Securities  which have
become due otherwise than by such  declaration of acceleration  and any interest
thereon at the rate borne by the Securities,

     (iii) to the extent  permitted by  applicable  law,  interest  upon overdue
interest at a rate of 2.00% per annum, and

     (iv) all sums paid or advanced by the Trustee  hereunder and the reasonable
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and counsel;

     (2) all Events of Default,  other than the  nonpayment  of the principal of
and any premium and interest on, Securities which have become due solely by such
declaration  of  acceleration,  have been cured or waived as provided in Section
5.13; and

     (3) such  rescission and annulment  would not conflict with any judgment or
decree issued in appropriate judicial  proceedings  regarding the payment by the
Trustee to the Holders of the amounts referred to in 5.2(1).

     No  rescission or annulment  referred to above shall affect any  subsequent
default or impair any right consequent thereon.

     SECTION  5.3  COLLECTION  OF  INDEBTEDNESS  AND  SUITS FOR  ENFORCEMENT  BY
TRUSTEE.

     The Company covenants that if:

     (1)  default  is  made  in the  payment  of  any  interest  (including  any
Liquidated  Damages)  on any  Security  when it becomes due and payable and such
default continues for a period of 30 days, or

     (2) default is made in the payment of the principal of or premium,  if any,
on any Security at the Maturity  thereof,  the Company will,  upon demand of the
Trustee,  pay to it, for the benefit of the Holders of such Securities the whole
amount  then due and  payable on such  Securities  for  principal  and  interest
(including  any  Liquidated  Damages) and interest on any overdue  principal and
premium,  if any, and, to the extent permitted by applicable law, on any overdue
interest (including any Liquidated  Damages),  at a rate of 2.00% per annum, and
in addition  thereto,  such further  amount as shall be  sufficient to cover the
reasonable   costs  and  expenses  of   collection,   including  the  reasonable
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and counsel.

     If the Company fails to pay such amounts  forthwith  upon such demand,  the
Trustee,  in its own name and as trustee of an express  trust,  may  institute a
judicial  proceeding  for the  collection  of the  sums so due and  unpaid,  may
prosecute  such  proceeding to judgment or final decree and may enforce the same
against the Company or any other  obligor  upon the  Securities  and collect the
moneys  adjudged  or decreed to be payable in the manner  provided by law out of
the property of the Company or any other obligor upon the  Securities,  wherever
situated.

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<PAGE>

     If an Event of Default  occurs and is  continuing,  the  Trustee may in its
discretion  proceed  to  protect  and  enforce  its rights and the rights of the
Holders of Securities by such  appropriate  judicial  proceedings as the Trustee
shall deem most  effectual to protect and enforce any such  rights,  whether for
the specific  enforcement  of any covenant or agreement in this  Indenture or in
aid of the exercise of any power granted herein,  or to enforce any other proper
remedy.

     SECTION 5.4 TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case  of the  pendency  of any  receivership,  insolvency,  liquidation,
bankruptcy,  reorganization,   arrangement,  adjustment,  composition  or  other
judicial  proceeding  relative  to the  Company  or any other  obligor  upon the
Securities  or the  property  of the  Company  or of such  other  obligor or the
creditors of either, the Trustee  (irrespective of whether the principal of, and
any  interest  on,  the  Securities  shall  then be due and  payable  as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company  for the payment of overdue  principal
or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,

     (1) to file and prove a claim for the whole amount of  principal,  premium,
if any, and interest owing and unpaid in respect of the Securities and take such
other actions,  including participating as a member, voting or otherwise, of any
official committee of creditors appointed in such matter, and to file such other
papers or  documents,  in each of the  foregoing  cases,  as may be necessary or
advisable  in order to have the claims of the Trustee  (including  any claim for
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Trustee,  its agents and  counsel) and of the Holders of  Securities  allowed in
such judicial proceeding, and

     (2) to  collect  and  receive  any  moneys  or other  property  payable  or
deliverable on any such claim and to distribute the same;

     and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each Holder of Securities to make such payments to the Trustee and, in the event
that the Trustee shall  consent to the making of such  payments  directly to the
Holders  of  Securities  to pay to the  Trustee  any  amount  due to it for  the
reasonable  compensation,  expenses,  disbursements and advances of the Trustee,
its agents and counsel and any other amounts due the Trustee under Section 6.7.

     Nothing  herein  contained  shall be deemed to  authorize  the  Trustee  to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities  or the rights of any Holder  thereof or to authorize  the Trustee to
vote in respect of the claim of any Holder of a Security in any such proceeding;
provided, however, that the Trustee may, on behalf of such Holders, vote for the
election of a trustee in bankruptcy or similar official.

     SECTION 5.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

     All rights of action and claims under this  Indenture or the Securities may
be prosecuted  and enforced by the Trustee  without the possession of any of the
Securities or the production

                                       47

<PAGE>

thereof in any proceeding relating thereto,  and any such proceeding  instituted
by the Trustee shall be brought in its own name as trustee of an express  trust,
and any  recovery  of judgment  shall,  after  provision  for the payment of the
reasonable  compensation,  expenses,  disbursements and advances of the Trustee,
its  agents  and  counsel,  be for the  ratable  benefit  of the  Holders of the
Securities in respect of which judgment has been recovered.

     SECTION 5.6 APPLICATION OF MONEY COLLECTED.

     Any money  collected  by the Trustee  pursuant  to this  Article V shall be
applied in the following  order,  at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal,  premium,  if
any, or interest,  upon  presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

     FIRST: To the payment of all amounts due the Trustee under Section 6.7;

     SECOND: To the payment of the amounts then due and unpaid for principal of,
premium,  if any, or interest  (including  Liquidated  Damages,  if any) on, the
Securities  in respect of which or for the  benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal,  premium,  if any, and
interest (including Liquidated Damages, if any), respectively;

     THIRD:  To such other  Person or Persons,  if any,  to the extent  entitled
thereto; and

     FOURTH: Any remaining amounts shall be repaid to the Company.

     SECTION 5.7 LIMITATION ON SUITS.

     No Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

     (1) such Holder has  previously  given  written  notice to the Trustee of a
continuing Event of Default;

     (2) the Holders of not less than 25% in principal amount of the Outstanding
Securities  shall  have  made  written  request  to  the  Trustee  to  institute
proceedings  in  respect  of such  Event of  Default  in its own name as Trustee
hereunder;

     (3) such Holder or Holders have offered to the Trustee,  and if  requested,
shall have  provided,  reasonable  indemnity  against  the costs,  expenses  and
liabilities to be incurred in compliance with such request;

     (4) the Trustee for 60 days after its receipt of such  notice,  request and
offer of  indemnity  (or if  requested,  receipt  of  indemnity)  has  failed to
institute any such proceeding; and

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<PAGE>

     (5) no direction  inconsistent  with such written request has been given to
the Trustee  during such 60 day period by the Holders of a majority in principal
amount of the Outstanding  Securities,  it being understood and intended that no
one or more of such  Holders  shall  have any right in any  manner  whatever  by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice  the rights of any other of such  Holders,  or to obtain or seek to
obtain  priority or preference  over any other of such Holders or to enforce any
right under this  Indenture,  except in the manner  herein  provided and for the
equal and ratable benefit of all such Holders.

     SECTION 5.8 UNCONDITIONAL  RIGHT OF HOLDERS TO RECEIVE  PRINCIPAL,  PREMIUM
AND INTEREST AND TO CONVERT.

     Notwithstanding  any other provision in this  Indenture,  the Holder of any
Security shall have the right, which is absolute and  unconditional,  to receive
payment of the  principal  of,  premium,  if any,  and  (subject to Section 3.7)
interest  (including  Liquidated  Damages,  if  any)  on  such  Security  on the
respective  Stated  Maturities  expressed in such  Security  (or, in the case of
redemption or repurchase, on the Redemption Date or Repurchase Date, as the case
may be), and to convert  such  Security in  accordance  with Article XII, and to
institute suit for the enforcement of any such payment and right to convert, and
such rights shall not be impaired without the consent of such Holder.

     SECTION 5.9 RESTORATION OF RIGHTS AND REMEDIES.

     If the Trustee or any Holder of a Security has instituted any proceeding to
enforce any right or remedy under this  Indenture and such  proceeding  has been
discontinued or abandoned for any reason,  or has been  determined  adversely to
the  Trustee or to such  Holder,  then and in every  such  case,  subject to any
determination  in such proceeding,  the Company,  the Trustee and the Holders of
Securities  shall  be  restored  severally  and  respectively  to  their  former
positions  hereunder and  thereafter  all rights and remedies of the Trustee and
such Holders shall continue as though no such proceeding had been instituted.

     SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise  provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.6 and as provided in Section 5.7, no right or remedy herein  conferred upon or
reserved  to the  Trustee or to the  Holders of  Securities  is  intended  to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent  permitted by law, be cumulative and in addition to every other right and
remedy  given  hereunder  or now or  hereafter  existing  at law or in equity or
otherwise.  The  assertion or employment  of any right or remedy  hereunder,  or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     SECTION 5.11 DELAY OR OMISSION NOT WAIVER.

     No delay or  omission  of the  Trustee or of any Holder of any  Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or  constitute a waiver of any such Event of Default or any
acquiescence  therein.  Every right and

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<PAGE>

remedy  given by this  Article V or by law to the  Trustee or to the  Holders of
Securities  may be  exercised  from time to time,  and as often as may be deemed
expedient,  by the  Trustee or  (subject to the  limitations  contained  in this
Indenture) by the Holders of Securities as the case may be.

     SECTION 5.12 CONTROL BY HOLDERS OF SECURITIES.

     The Holders of a majority in principal amount of the Outstanding Securities
shall have the right to direct  the time,  method  and place of  conducting  any
proceeding  for any remedy  available to the Trustee or exercising  any trust or
power conferred on the Trustee, provided that

     (1) such  direction  shall not be in conflict  with any rule of law or with
this Indenture, and

     (2) the  Trustee  may take any other  action  deemed  proper by the Trustee
which is not inconsistent with such direction, and

     (3) the Trustee need not take any action which might involve it in personal
liability  or  be  unjustly   prejudicial  to  the  Holders  of  Securities  not
consenting.

     SECTION 5.13 WAIVER OF PAST DEFAULTS.

     The  Holders,  either (i) through  the  written  consent of not less than a
majority  in  principal  amount  of the  Outstanding  Securities  or (ii) by the
adoption of a resolution,  at a meeting of Holders of the Outstanding Securities
at which a quorum is present,  by the Holders of at least  66-2/3% in  principal
amount of the Outstanding Securities represented at such meeting or, if less, by
Holders  of not less  than a  majority  in  aggregate  principal  amount  of all
Outstanding Securities, may on behalf of the Holders of all the Securities waive
any past default  hereunder  and its  consequences,  except a default (A) in the
payment of the principal of, premium, if any, or interest (including  Liquidated
Damages) on any  Security,  or (B) in respect of a covenant or provision  hereof
which under  Article  VIII cannot be modified or amended  without the consent of
the Holder of each Outstanding Security affected. The provisions of this section
modify the provisions of Section 316(a)(1) of the Trust Indenture Act.

     Upon any such waiver,  such default shall cease to exist,  and any Event of
Default arising  therefrom shall be deemed to have been cured, for every purpose
of this  Indenture;  but no such waiver shall extend to any  subsequent or other
default or impair any right consequent thereon.

     SECTION 5.14 UNDERTAKING FOR COSTS.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance  thereof  shall be deemed to have  agreed,  that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture,  or any suit against the Trustee for any action taken,  suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking  to pay the  costs of such  suit,  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party

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<PAGE>

litigant;  but the  provisions  of this Section 5.14 shall not apply to any suit
instituted by the Company,  to any suit  instituted by the Trustee,  to any suit
instituted by any Holder,  or group of Holders,  holding in the  aggregate  more
than 10% in  principal  amount  of the  Outstanding  Securities,  or to any suit
instituted by any Holder of any Security for the  enforcement  of the payment of
the principal of,  premium,  if any, or interest on any Security on or after the
respective Stated Maturity or Maturities  expressed in such Security (or, in the
case of redemption or repurchase,  on or after the Redemption Date or Repurchase
Date,  as the case may be) or for the  enforcement  of the right to convert  any
Security in accordance with Article XII.

     SECTION 5.15 WAIVER OF STAY, USURY OR EXTENSION LAWS.

     The Company  covenants  (to the extent that it may  lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or  advantage  of, any stay,  usury or  extension  law wherever
enacted,  now or at any time hereafter in force,  which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede by reason of such law the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                   ARTICLE VI
                                   THE TRUSTEE

     SECTION 6.1 CERTAIN DUTIES AND RESPONSIBILITIES.

     (1) Except during the continuance of an Event of Default,

     (i) the Trustee  undertakes  to perform such duties and only such duties as
are  specifically  set forth in this  Indenture,  and no  implied  covenants  or
obligations shall be read into this Indenture against the Trustee; and

     (ii) in the absence of bad faith on its part, the Trustee may  conclusively
rely,  as to the truth of the  statements  and the  correctness  of the opinions
expressed  therein,  upon certificates or opinions  furnished to the Trustee and
conforming to the  requirements of this  Indenture,  but in the case of any such
certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to  determine  whether  or not they  conform  to the  requirements  of this
Indenture, but not to verify the contents thereof.

     (2) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise,  as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

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<PAGE>

     (3) No  provision  of this  Indenture  shall be  construed  to relieve  the
Trustee from liability for its own negligent  action,  its own negligent failure
to act, or its own willful misconduct, except that

     (i) this  paragraph  (3) shall  not be  construed  to limit  the  effect of
paragraph (l) of this Section;

     (ii) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible  Officer,  unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;

     (iii) the Trustee  shall not be liable with  respect to any action taken or
omitted to be taken by it in good faith in accordance  with the direction of (i)
the Holders of a majority in principal  amount of the Outstanding  Securities or
(ii) by the adoption of a resolution, at a meeting of Holders of the Outstanding
Securities  at which a quorum is present,  by the Holders of at least 66 2/3% in
principal amount of Outstanding  Securities  represented at such meeting, or, if
less,  by Holders of not less than a majority in aggregate  principal  amount of
all Outstanding  Securities relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee,  or exercising any trust
or power conferred upon the Trustee, under this Indenture; and

     (iv) no provision of this Indenture  shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its  duties  hereunder,  or in the  exercise  of any of its  rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate  indemnity  against such risk or  liability is not  reasonably
assured to it.

     (4) Whether or not therein  expressly so provided,  every provision of this
Indenture  relating to the conduct or  affecting  the  liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

     SECTION 6.2 NOTICE OF DEFAULTS.

     Within 90 days after the  occurrence  of any default  hereunder as to which
the Trustee has received  written notice,  the Trustee shall give to all Holders
of Securities,  in the manner  provided in Section 1.6,  notice of such default,
unless such default shall have been cured or waived;  provided,  however,  that,
except in the case of a default in the payment of the principal of, premium,  if
any, or interest on any Security the Trustee  shall be protected in  withholding
such notice if and so long as the board of directors, the executive committee or
a trust  committee of directors or  Responsible  Officers of the Trustee in good
faith  determines  that the withholding of such notice is in the interest of the
Holders; and provided, further, that in the case of any default of the character
specified in Section  5.1(4),  no such notice to Holders of Securities  shall be
given until at least 60 days after the occurrence thereof or, if applicable, the
cure  period  specified  therein.  For the  purpose  of this  Section,  the term
"default"  means  any event  which is, or after  notice or lapse of time or both
would become, an Event of Default.

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<PAGE>

     SECTION 6.3 CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of Section 6.1:

     (1) the Trustee  may rely and shall be  protected  in acting or  refraining
from acting  upon any  resolution,  Officers'  Certificate,  other  certificate,
statement,  instrument,  opinion, report, notice, request,  direction,  consent,
order, bond,  debenture,  note, coupon,  other evidence of indebtedness or other
paper or document  (collectively,  the "Documents") believed by it to be genuine
and to have been signed or  presented  by the proper  party or parties,  and the
Trustee need not investigate any fact or matter stated in such Documents;

     (2) any request or  direction  of the  Company  mentioned  herein  shall be
sufficiently  evidenced by a Company Request or Company Order and any resolution
of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

     (3) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established  prior to taking,  suffering
or omitting any action hereunder,  the Trustee (unless other evidence be the one
specifically  prescribed) may, in the absence of bad faith on its part,  request
and rely upon an Officers' Certificate or Opinion of Counsel;

     (4) the Trustee may consult with counsel of its selection and the advice of
such counsel or any Opinion of Counsel shall be full and complete  authorization
and  protection  in  respect  of any  action  taken,  suffered  or omitted by it
hereunder in good faith and in reliance thereon;

     (5) the Trustee  shall be under no obligation to exercise any of the rights
or powers  vested in it by this  Indenture at the request or direction of any of
the Holders of Securities pursuant to this Indenture,  unless such Holders shall
have  offered,  and, if  requested  by the  Trustee,  delivered,  to the Trustee
reasonable  security or indemnity  against the costs,  expenses and  liabilities
which might be incurred by it in compliance with such request or direction;

     (6) the Trustee shall not be bound to make any investigation into the facts
or  matters  stated  in  any  resolution,  certificate,  statement,  instrument,
opinion,  report, notice, request,  direction,  consent, order, bond, debenture,
note, coupon, other evidence of indebtedness or other paper or document, but the
Trustee  may make such  further  inquiry  or  investigation  into such  facts or
matters as it may see fit,  and, if the  Trustee  shall  determine  to make such
further  inquiry or  investigation,  it shall be  entitled to examine the books,
records and premises of the Company, personally or by agent or attorney; and

     (7) the  Trustee  may  execute  any of the  trusts or powers  hereunder  or
perform  any  duties  hereunder  either  directly  or by or  through  agents  or
attorneys  and the  Trustee  shall  not be  responsible  for any  misconduct  or
negligence  on the part of any agent or attorney  appointed  with due care by it
hereunder.

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<PAGE>

      SECTION 6.4 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals  contained herein and in the Securities  (except the Trustee's
certificates of authentication) shall be taken as the statements of the Company,
and the Trustee assumes no  responsibility  for their  correctness.  The Trustee
makes no representations as to the validity or sufficiency of this Indenture, of
the  Securities or of the Ordinary  Shares  issuable upon the  conversion of the
Securities.  The Trustee shall not be accountable  for the use or application by
the Company of Securities or the proceeds thereof.

     SECTION 6.5 MAY HOLD SECURITIES, ACT AS TRUSTEE UNDER OTHER INDENTURES.

     The Trustee,  any  Authenticating  Agent,  any Paying Agent, any Conversion
Agent or any other agent of the Company or the Trustee, in its individual or any
other capacity,  may become the owner or pledgee of Securities and may otherwise
deal with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Conversion Agent or such other agent.

     The Trustee  may become and act as trustee  under  other  indentures  under
which other  securities,  or certificates of interest or  participation in other
securities,  of the Company are outstanding in the same manner as if it were not
Trustee hereunder.

     SECTION 6.6 MONEY HELD IN TRUST.

     Money held by the Trustee in trust  hereunder  need not be segregated  from
other funds except to the extent  required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.

     SECTION 6.7 COMPENSATION AND REIMBURSEMENT.

     The Company agrees

     (1) to pay to the Trustee from time to time such reasonable compensation as
the  Company  and the  Trustee  shall from time to time agree in writing for its
acceptance  of this  Indenture  and for all  services  rendered by it  hereunder
(which  compensation  shall not be limited by any  provision of law in regard to
the compensation of a trustee of an express trust);

     (2) except as otherwise expressly provided herein, to reimburse the Trustee
upon  its  request  for all  reasonable  expenses,  disbursements  and  advances
incurred or made by the Trustee  (including costs and expenses of enforcing this
Indenture  and  defending  itself  against  any claim  (whether  asserted by the
Company,  any  Holder  of  Securities  or any  other  Person)  or  liability  in
connection  with the  exercise  of any of its  powers  or duties  hereunder)  in
accordance  with any  provision  of this  Indenture  (including  the  reasonable
compensation  and the expenses  and  disbursements  of its agents and  counsel),
except any such expense,  disbursement  or advance as may be attributable to its
negligence or bad faith; and

                                       54

<PAGE>

     (3) to indemnify the Trustee (and its  directors,  officers,  employees and
agents) for,  and to hold it harmless  against,  any loss,  liability or expense
incurred  without  negligence  or bad  faith on its part,  arising  out of or in
connection with the acceptance or  administration  of this trust,  including the
reasonable  costs,  expenses and reasonable  attorneys' fees of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

     When the Trustee incurs expenses or renders  services in connection with an
Event of Default  specified in Section  5.1(6) or Section  5.1(7),  the expenses
(including the reasonable  charges of its counsel) and the  compensation for the
services are intended to  constitute  expenses of the  administration  under any
applicable Federal or state bankruptcy, insolvency or other similar law.

     The  provisions  of this  Section  shall  survive the  termination  of this
Indenture or the earlier resignation or removal of the Trustee.

     SECTION 6.8 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There  shall at all times be a Trustee  hereunder  which  shall be a Person
that is eligible  pursuant to the Trust Indenture Act to act as such, having (or
being part of a holding company with) a combined capital and surplus of at least
U.S.  $50,000,000,  subject to  supervision  or  examination by federal or state
authority,  and in good  standing.  The Trustee or an  Affiliate  of the Trustee
shall maintain an established place of business in the Borough of Manhattan, The
City of New York. Currently,  such place of business is located at 114 West 47th
Street, 25th Floor, New York, New York 10036-1532. If such corporation publishes
reports of condition at least annually,  pursuant to law or to the  requirements
of said  supervising  or  examining  authority,  then for the  purposes  of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its  combined  capital and surplus as set forth in its most recent  report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section,  it shall resign  immediately in
the manner and with the  effect  hereinafter  specified  in this  Article  and a
successor shall be appointed pursuant to Section 6.9.

     SECTION 6.9 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

     (1) No  resignation  or  removal of the  Trustee  and no  appointment  of a
successor  Trustee  pursuant to this Article  shall become  effective  until the
acceptance  of  appointment  by the  successor  Trustee in  accordance  with the
applicable requirements of Section 6.10.

     (2) The Trustee may resign at any time by giving  written notice thereof to
the Company.  If the instrument of acceptance by a successor Trustee required by
Section 6.10 shall not have been  delivered to the Trustee  within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

     (3) The  Trustee  may be removed at any time by an Act of the  Holders of a
majority in principal  amount of the  Outstanding  Securities,  delivered to the
Trustee and the Company.  If the

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instrument of acceptance by a successor  Trustee  required by Section 6.10 shall
not have been  delivered to the Trustee  within 30 days after the giving of such
notice of removal,  the  removed  Trustee may  petition  any court of  competent
jurisdiction for the appointment of a successor Trustee.

     (4) If at any time:

     (i) the Trustee shall cease to be eligible under Section 6.8 and shall fail
to resign after  written  request  therefor by the Company or by any Holder of a
Security  who has been a bona fide Holder of a Security for at least six months,
or

     (ii) the Trustee  shall  become  incapable of acting or shall be adjudged a
bankrupt or insolvent  or a receiver of the Trustee or of its property  shall be
appointed or any public  officer  shall take charge or control of the Trustee or
of its property or affairs for the purpose of  rehabilitation,  conservation  or
liquidation,  then, in any such case (i) the Company by a Board  Resolution  may
remove the Trustee,  or (ii) subject to Section  5.14,  any Holder of a Security
who has been a bona fide  Holder of a Security  for at least six months  may, on
behalf of  himself  and all others  similarly  situated,  petition  any court of
competent  jurisdiction  for the removal of the Trustee and the appointment of a
successor Trustee.

     (5) If the Trustee shall resign,  be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Board  Resolution,  shall  promptly  appoint a successor  Trustee and shall
comply with the  applicable  requirements  of this Section and Section 6.10. If,
within  one  year  after  such  resignation,  removal  or  incapability,  or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders  of a  majority  in  principal  amount  of  the  Outstanding  Securities
delivered  to the Company and the retiring  Trustee,  the  successor  Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable  requirements of Section 6.10,  become the successor Trustee
and supersede the successor  Trustee  appointed by the Company.  If no successor
Trustee shall have been so appointed by the Company or the Holders of Securities
and  accepted  appointment  in the manner  required by this  Section and Section
6.10, any Holder of a Security who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent  jurisdiction for the appointment of a successor
Trustee.

     (6) The Company shall give notice of each  resignation  and each removal of
the  Trustee  and each  appointment  of a  successor  Trustee to all  Holders of
Securities in the manner  provided in Section 1.6. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

     SECTION 6.10 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     Every successor Trustee appointed hereunder shall execute,  acknowledge and
deliver to the Company and to the retiring Trustee an instrument  accepting such
appointment,  and thereupon the  resignation or removal of the retiring  Trustee
shall become effective and such successor Trustee, without any further act, deed
or  conveyance,  shall  become  vested with all the

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<PAGE>

rights,  powers,  trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor  Trustee,  such  retiring  Trustee  shall,  upon
payment of its charges,  execute and deliver an instrument  transferring to such
successor Trustee all the rights,  powers and trusts of the retiring Trustee and
shall duly assign,  transfer and deliver to such successor  Trustee all property
and money held by such  retiring  Trustee  hereunder.  Upon  request of any such
successor  Trustee,  the Company shall execute any and all  instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts.

     No successor  Trustee  shall accept its  appointment  unless at the time of
such acceptance such successor Trustee shall be eligible under this Article.

     SECTION 6.11 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any  corporation  into which the Trustee may be merged or converted or with
which it may be  consolidated,  or any  corporation  resulting  from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business of the Trustee  (including the trust created by this Indenture),  shall
be the successor of the Trustee  hereunder,  provided such corporation  shall be
otherwise  eligible  under this Article,  without the execution or filing of any
paper or any further act on the part of any of the parties  hereto.  In case any
Securities shall have been authenticated, but not delivered, by the Trustee then
in  office,  any  successor  by  merger,  conversion  or  consolidation  to such
authenticating  Trustee may adopt such authentication and deliver the Securities
so  authenticated  with the same effect as if such successor  Trustee had itself
authenticated such Securities.

     SECTION 6.12 AUTHENTICATING AGENTS.

     The Trustee may, with the consent of the Company, appoint an Authenticating
Agent or Agents  acceptable to the Company with respect to the Securities  which
shall be authorized to act on behalf of the Trustee to  authenticate  Securities
issued upon exchange or substitution pursuant to this Indenture.

     Securities  authenticated by an  Authenticating  Agent shall be entitled to
the  benefits  of this  Indenture  and  shall be valid  and  obligatory  for all
purposes as if  authenticated by the Trustee  hereunder,  and every reference in
this Indenture to the  authentication  and delivery of Securities by the Trustee
or the  Trustee's  certificate  of  authentication  shall be deemed  to  include
authentication and delivery on behalf of the Trustee by an Authenticating  Agent
and a  certificate  of  authentication  executed  on behalf of the Trustee by an
Authenticating  Agent. Each Authenticating  Agent shall be subject to acceptance
by the  Company  and shall at all  times be a  corporation  organized  and doing
business  under the laws of the United  States of America,  any State thereof or
the District of Columbia,  authorized  under such laws to act as  Authenticating
Agent and subject to  supervision  or  examination by government or other fiscal
authority.  If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.12, such  Authenticating  Agent
shall  resign  immediately  in the manner and with the effect  specified in this
Section 6.12.

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     Any  corporation  into  which an  Authenticating  Agent  may be  merged  or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which such Authenticating Agent
shall be a party,  or any  corporation  succeeding  to the  corporate  agency or
corporate  trust business of an  Authenticating  Agent,  shall continue to be an
Authenticating  Agent,  provided such  corporation  shall be otherwise  eligible
under this  Section  6.12,  without the  execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

     An  Authenticating  Agent may resign at any time by giving  written  notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an  Authenticating  Agent by giving written notice thereof to such
Authenticating  Agent  and to the  Company.  Upon  receiving  such a  notice  of
resignation  or  upon  such  a  termination,   or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions  of  this  Section   6.12,   the  Trustee  may  appoint  a  successor
Authenticating  Agent which shall be subject to acceptance  by the Company.  Any
successor  Authenticating  Agent upon  acceptance of its  appointment  hereunder
shall become  vested with all the rights,  powers and duties of its  predecessor
hereunder,  with like effect as if originally named as an Authenticating  Agent.
No successor  Authenticating  Agent shall be appointed unless eligible under the
provisions of this Section 6.12.

     The Company  agrees to pay to each  Authenticating  Agent from time to time
reasonable compensation for its services under this Section 6.12.

     If an  Authenticating  Agent is appointed  with  respect to the  Securities
pursuant to this Section 6.12,  the  Securities  may have endorsed  thereon,  in
addition to or in lieu of the  Trustee's  certification  of  authentication,  an
alternative certificate of authentication in the following form:

     This  is  one  of  the  Securities  referred  to  in  the  within-mentioned
Indenture.

     [_____________________________________],

     as Trustee

     By: __________________________________
     As Authenticating Agent


     By: __________________________________
     Authorized Signatory


     SECTION 6.13 DISQUALIFICATION; CONFLICTING INTERESTS.

     If the  Trustee  has or shall  acquire a  conflicting  interest  within the
meaning of the Trust  Indenture  Act, the Trustee  shall either  eliminate  such
interest or resign,  to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

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     SECTION 6.14 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

                                  ARTICLE VII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 7.1 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

     The Company  shall not  consolidate  with or merge into any other Person or
convey,  transfer,  sell or lease all its properties and assets substantially as
an entirety to any Person or permit  such  Person to  consolidate  with or merge
into the Company or convey, transfer, sell or lease such Person's properties and
assets substantially as an entirety to the Company unless:

     (1) in case the Company shall consolidate with or merge into another Person
or convey, transfer, sell or lease its properties and assets substantially as an
entirety to any Person,  the Person formed by such  consolidation  or into which
the  Company is merged,  or the Person  which  acquires by  conveyance,  sale or
transfer, or which leases the properties and assets of the Company substantially
as an entirety, shall be a corporation,  limited liability company,  partnership
or trust,  shall be organized and validly  existing under the laws of either (A)
Guernsey,  the United  States of America,  any State  thereof or the District of
Columbia or any other country  (including its political  subdivisions)  which on
the issue date is a member of the  Organization  for  Economic  Cooperation  and
Development or (B) any other jurisdiction whose legal and jurisprudential system
is principally based on, or substantially similar to, English common law so long
as the  location of that entity in such common law country  would not  adversely
affect  the  rights of  Holders  of the  Securities,  and,  in each  case  shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee,  in form satisfactory to the Trustee,  the due and punctual payment
of the  principal  of,  premium,  if any,  and  interest  (including  Liquidated
Damages, if any) on all of the Securities as applicable,  and the performance or
observance of every  covenant of this Indenture on the part of the Company to be
performed  or  observed  and  shall  have  provided  for  conversion  rights  in
accordance with Article XII;

     (2)  immediately  after  giving  effect  to such  transaction,  no Event of
Default,  and no event that after notice or lapse of time or both,  would become
an Event of Default, shall have occurred and be continuing; and

     (3) the Company has delivered to the Trustee an Officers'  Certificate  and
an Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer or lease and, if a  supplemental  indenture  is required in  connection
with such transaction,  such supplemental indenture comply with this Article and
that all conditions  precedent  herein provided for relating to such transaction
have been complied with, together with any documents required under Section 8.3.

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<PAGE>

     SECTION 7.2 SUCCESSOR SUBSTITUTED.

     Upon any  consolidation  of the Company with, or merger of the Company into
any  other  Person  or  any  conveyance,  sale,  transfer  or  lease  of  all or
substantially  all the properties  and assets of the Company in accordance  with
Section 7.1, the successor  Person formed by such  consolidation or into or with
which the Company is merged or to which such conveyance, sale, transfer or lease
is made shall succeed to, and be  substituted  for, and may exercise every right
and power of, the Company under this  Indenture  with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.

                                  ARTICLE VIII
                             SUPPLEMENTAL INDENTURES

     SECTION  8.1  SUPPLEMENTAL   INDENTURES   WITHOUT  CONSENT  OF  HOLDERS  OF
SECURITIES.

     Without  the  consent  of any  Holders  of  Securities  the  Company,  when
authorized by a Board Resolution,  and the Trustee, at any time and from time to
time, may enter into one or more indentures  supplemental  hereto for any of the
following purposes:

     (1) to evidence  the  succession  of another  Person to the Company and the
assumption by any such successor of the covenants and obligations of the Company
herein and in the Securities as permitted by this Indenture; or

     (2) to add to the  covenants  of the Company for the benefit of the Holders
of  Securities  or to  surrender  any right or power herein  conferred  upon the
Company; or

     (3) to secure the Securities; or

     (4) to make provision  with respect to the conversion  rights of Holders of
Securities  pursuant to Section 12.11 or to make  provision  with respect to the
repurchase rights of Holders of Securities pursuant to Section 14.5; or

     (5) to make any changes or  modifications  to this  Indenture  necessary in
connection  with  the  registration  of any  Registrable  Securities  under  the
Securities Act as contemplated  by Section 10.11,  provided such action pursuant
to this clause (5) shall not  adversely  affect the  interests of the Holders of
Securities; or

     (6) to comply with the requirements of the Trust Indenture Act or the rules
and regulations of the Commission  thereunder in order to effect or maintain the
qualification  of this Indenture  under the Trust Indenture Act, as contemplated
by this Indenture or otherwise; or

     (7) to evidence and provide for the acceptance of appointment  hereunder by
a successor Trustee; or

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<PAGE>

     (8) to cure any ambiguity,  to correct or supplement  any provision  herein
which may be inconsistent  with any other provision herein or which is otherwise
defective,  or to make any other provisions with respect to matters or questions
arising under this  Indenture as the Company and the Trustee may deem  necessary
or  desirable,  provided  such  action  pursuant  to this  clause  (8) shall not
adversely  affect the  interests  of the Holders of  Securities  in any material
respect.

     Upon Company  Request,  accompanied by a Board  Resolution  authorizing the
execution of any such supplemental indenture, and subject to and upon receipt by
the Trustee of the documents  described in Section 8.3 hereof, the Trustee shall
join with the Company in the execution of any supplemental  indenture authorized
or permitted by the terms of this Indenture and to make any further  appropriate
agreements and stipulations which may be therein contained.

     SECTION 8.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS OF SECURITIES.

     With  either  (i) the  written  consent  of the  Holders of not less than a
majority in principal amount of the Outstanding  Securities,  by the Act of said
Holders  delivered to the Company and the Trustee,  or (ii) by the adoption of a
resolution,  at a meeting of Holders of the  Outstanding  Securities  at which a
quorum is present, by the Holders of at least 66-2/3% in principal amount of the
Outstanding  Securities  represented at such meeting, or, if less, by Holders of
not less than a  majority  in  aggregate  principal  amount  of all  Outstanding
Securities,  the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any  provisions  to or changing in any manner or  eliminating  any of the
provisions  of this  Indenture  or of  modifying in any manner the rights of the
Holders of Securities  under this  Indenture;  provided,  however,  that no such
supplemental  indenture  shall,  without the consent or affirmative  vote of the
Holder of each Outstanding Security affected thereby,

     (1) change the Stated  Maturity of the principal of, or any  installment of
interest on, any Security, or reduce the principal amount of, or the premium, if
any, or the rate of interest payable thereon (including  Liquidated Damages), or
reduce the amount payable upon a redemption or mandatory  repurchase,  or change
the place or  currency  of payment of the  principal  of,  premium,  if any,  or
interest  on any  Security  (including  any  payment  of  Liquidated  Damages or
Redemption  Price or Repurchase Price in respect of such Security) or impair the
right to  institute  suit for the  enforcement  of any payment in respect of any
Security on or after the Stated Maturity  thereof (or, in the case of redemption
or any repurchase,  on or after the Redemption  Date or Repurchase  Date, as the
case may be) or,  except as permitted  by Section  12.11,  adversely  affect the
right of Holders to convert any Security as provided in Article XII; or

     (2) reduce the requirements of Section 9.4 for quorum or voting,  or reduce
the percentage in principal amount of the Outstanding  Securities the consent of
whose Holders is required for any such supplemental  indenture or the consent of
whose Holders is required for any waiver (of compliance with certain  provisions
of this Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture; or

     (3) modify the obligation of the Company to maintain an office or agency in
the Borough of Manhattan, The City of New York, pursuant to Section 10.2; or

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<PAGE>

     (4) modify any of the  provisions of this Section or Section 5.13 or 10.12,
except to increase any percentage contained herein or therein or to provide that
certain other  provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby; or

     (5)  modify  the  provisions  of  Article  XIV in a manner  adverse  to the
Holders; or

     (6) modify any of the provisions of Section 10.9 in a manner adverse to the
Holders.

     It shall not be necessary for any Act of Holders of  Securities  under this
Section to approve the particular form of any proposed  supplemental  indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

     SECTION 8.3 EXECUTION OF SUPPLEMENTAL INDENTURES.

     In  executing,   or  accepting  the  additional   trusts  created  by,  any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture,  the Trustee shall be entitled to receive,
and (subject to Sections 6.1 and 6.3) shall be fully  protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental  indenture
is  authorized  or  permitted  by this  Indenture,  and that  such  supplemental
indenture  has been duly  authorized,  executed and delivered by the Company and
constitutes a valid and legally  binding  obligation of the Company  enforceable
against the Company in accordance with its terms. The Trustee may, but shall not
be obligated to, enter into any such  supplemental  indenture  which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     SECTION 8.4 EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental  indenture under this Article,  this
Indenture  shall be  modified in  accordance  therewith,  and such  supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities  theretofore or thereafter  authenticated and delivered  hereunder
appertaining thereto shall be bound thereby.

     SECTION 8.5 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

     Securities   authenticated   and  delivered  after  the  execution  of  any
supplemental  indenture  pursuant to this  Article may, and shall if required by
the  Trustee,  bear a notation in form  approved by the Trustee as to any matter
provided for in such supplemental  indenture. If the Company shall so determine,
new Securities so modified as to conform,  in the opinion of the Company and the
Trustee, to any such supplemental  indenture may be prepared and executed by the
Company  and  authenticated  and  delivered  by  the  Trustee  in  exchange  for
Outstanding Securities.

     SECTION 8.6 NOTICE OF SUPPLEMENTAL INDENTURES.

     Promptly  after  the  execution  by the  Company  and  the  Trustee  of any
supplemental  indenture  pursuant to the  provisions of Section 8.2, the Company
shall give notice to all Holders

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<PAGE>

of Securities of such fact, setting forth in general terms the substance of such
supplemental  indenture,  in the manner  provided in Section 1.6. Any failure of
the Company to give such  notice,  or any defect  therein,  shall not in any way
impair or affect the validity of any such supplemental indenture.

                                   ARTICLE IX
                        MEETINGS OF HOLDERS OF SECURITIES

     SECTION 9.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

     A meeting of Holders of Securities  may be called at any time and from time
to time  pursuant to this  Article to make,  give or take any  request,  demand,
authorization,  direction,  notice,  consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities.

     SECTION 9.2 CALL, NOTICE AND PLACE OF MEETINGS.

     (1) The Trustee may at any time call a meeting of Holders of Securities for
any purpose  specified in Section 9.1, to be held at such time and at such place
in the  Borough  of  Manhattan,  The  City of New  York,  as the  Trustee  shall
determine.  Notice of every meeting of Holders of Securities,  setting forth the
time and the place of such meeting and in general  terms the action  proposed to
be taken at such meeting, shall be given, in the manner provided in Section 1.6,
not less than 21 nor more than 180 days prior to the date fixed for the meeting.

     (2) In case at any time the Company, pursuant to a Board Resolution, or the
Holders of at least 10% in principal amount of the Outstanding  Securities shall
have  requested the Trustee to call a meeting of the Holders of  Securities  for
any purpose  specified  in Section  9.1,  by written  request  setting  forth in
reasonable  detail  the  action  proposed  to be taken at the  meeting,  and the
Trustee  shall not have mailed the notice of such  meeting  within 21 days after
receipt of such request or shall not thereafter  proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities in the
amount  specified,  as the case may be, may  determine the time and the place in
the Borough of  Manhattan,  The City of New York,  for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in paragraph
(1) of this Section.

     SECTION 9.3 PERSONS ENTITLED TO VOTE AT MEETINGS.

         To be entitled to vote at any meeting of Holders of Securities, a
Person shall be (i) a Holder of one or more Outstanding Securities, or (ii) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Securities by such Holder or Holders. The only Persons
who shall be entitled to be present or to speak at any meeting of Holders shall
be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

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     SECTION 9.4 QUORUM; ACTION.

     The  Persons  entitled  to  vote a  majority  in  principal  amount  of the
Outstanding  Securities  shall  constitute a quorum.  In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Securities,  be dissolved. In any other
case,  the  meeting  may be  adjourned  for a period of not less than 10 days as
determined  by the  chairman of the  meeting  prior to the  adjournment  of such
meeting.  In the  absence  of a  quorum  at any  such  adjourned  meeting,  such
adjourned meeting may be further adjourned for a period not less than 10 days as
determined  by the  chairman of the  meeting  prior to the  adjournment  of such
adjourned meeting (subject to repeated applications of this sentence). Notice of
the  reconvening of any adjourned  meeting shall be given as provided in Section
9.2(1),  except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened.  Notice of
the reconvening of an adjourned  meeting shall state expressly the percentage of
the principal  amount of the  Outstanding  Securities  which shall  constitute a
quorum.

     Subject to the foregoing, at the reconvening of any meeting adjourned for a
lack of a quorum,  the Persons  entitled to vote 25% in principal  amount of the
Outstanding  Securities at the time shall  constitute a quorum for the taking of
any action set forth in the notice of the original meeting.

     At a meeting or an adjourned  meeting duly reconvened and at which a quorum
is present as aforesaid,  any resolution  and all matters  (except as limited by
the proviso to Section  8.2 and except to the extent  Section  10.12  requires a
different vote) shall be effectively  passed and decided if passed or decided by
the lesser of (i) the Holders of not less than a majority in principal amount of
Outstanding  Securities  and (ii) the  Persons  entitled  to vote not less  than
66-2/3% in principal amount of Outstanding  Securities  represented and entitled
to vote at such meeting.

     Any  resolution  passed or  decisions  taken at any  meeting  of Holders of
Securities duly held in accordance with this Section shall be binding on all the
Holders of Securities whether or not present or represented at the meeting.  The
Trustee  shall,  in the name and at the expense of the  Company,  notify all the
Holders of Securities of any such  resolutions or decisions  pursuant to Section
1.6.

     SECTION 9.5  DETERMINATION  OF VOTING  RIGHTS;  CONDUCT AND  ADJOURNMENT OF
MEETINGS.

     (1) Notwithstanding any other provisions of this Indenture, the Trustee may
make such  reasonable  regulations  as it may deem  advisable for any meeting of
Holders of Securities in regard to proof of the holding of Securities and of the
appointment of proxies and in regard to the appointment and duties of inspectors
of votes,  the submission and  examination  of proxies,  certificates  and other
evidence of the right to vote, and such other matters  concerning the conduct of
the  meeting as it shall deem  appropriate.  Except as  otherwise  permitted  or
required by any such  regulations,  the holding of Securities shall be proved in
the manner  specified in Section 1.4 and the  appointment  of any proxy shall be
proved in the manner  specified in Section 1.4 or by

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having the signature of the Person  executing the proxy  guaranteed by any bank,
broker or other eligible  institution  participating  in a recognized  medallion
signature guarantee program.

     (2) The Trustee  shall,  by an instrument  in writing,  appoint a temporary
chairman  (which may be the  Trustee) of the meeting,  unless the meeting  shall
have been  called by the  Company or by Holders of  Securities  as  provided  in
Section 9.2(2),  in which case the Company or the Holders of Securities  calling
the  meeting,  as the case may be,  shall in like  manner  appoint  a  temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Persons  entitled to vote a majority in principal  amount
of the Outstanding Securities represented at the meeting.

     (3) At any meeting, each Holder of a Security or proxy shall be entitled to
one vote for each U.S. $1,000 principal amount of Securities held or represented
by him; provided,  however, that no vote shall be cast or counted at any meeting
in  respect  of any  Security  challenged  as not  Outstanding  and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote, except as a Holder of a Security or proxy.

     (4) Any meeting of Holders of  Securities  duly called  pursuant to Section
9.2 at which a quorum is present may be  adjourned  from time to time by Persons
entitled to vote a majority in principal  amount of the  Outstanding  Securities
represented at the meeting,  and the meeting may be held as so adjourned without
further notice.

     SECTION 9.6 COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

     The vote  upon any  resolution  submitted  to any  meeting  of  Holders  of
Securities  shall be by  written  ballots  on  which  shall  be  subscribed  the
signatures of the Holders of Securities or of their representatives by proxy and
the principal  amounts at Stated  Maturity and serial numbers of the Outstanding
Securities  held or represented  by them. The permanent  chairman of the meeting
shall  appoint  two  inspectors  of votes who shall  count all votes cast at the
meeting  for or  against  any  resolution  and who shall  make and file with the
secretary  of the meeting  their  verified  written  reports in duplicate of all
votes cast at the meeting.  A record, at least in duplicate,  of the proceedings
of each meeting of Holders of  Securities  shall be prepared by the secretary of
the meeting and there shall be attached to said record the  original  reports of
the  inspectors of votes on any vote by ballot taken  thereat and  affidavits by
one or more Persons  having  knowledge of the facts  setting forth a copy of the
notice of the  meeting  and  showing  that said  notice was given as provided in
Section  9.2 and,  if  applicable,  Section  9.4.  Each copy shall be signed and
verified by the  affidavits  of the  permanent  chairman  and  secretary  of the
meeting and one such copy shall be  delivered  to the Company and another to the
Trustee to be preserved by the Trustee,  the latter to have attached thereto the
ballots  voted at the  meeting.  Any  record so  signed  and  verified  shall be
conclusive evidence of the matters therein stated.

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                                    ARTICLE X
                                    COVENANTS

     SECTION 10.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

     The Company  covenants and agrees that it will duly and  punctually pay the
principal of and premium, if any, and interest (including Liquidated Damages and
Additional  Amounts,  if any) on the Securities in accordance  with the terms of
the  Securities  and this  Indenture.  The Company  will  deposit or cause to be
deposited with the Trustee, no later than the opening of business on the date of
the Stated  Maturity of any Security or no later than the opening of business on
the due date  for any  installment  of  interest,  all  payments  so due,  which
payments  shall be in  immediately  available  funds on the date of such  Stated
Maturity or due date, as the case may be.

     SECTION 10.2 MAINTENANCE OF OFFICES OR AGENCIES.

     The Company  will  maintain in the  Borough of  Manhattan,  The City of New
York,  an  office  or  agency  where  the  Securities  may  be  surrendered  for
registration  of transfer or  exchange  or for  presentation  for payment or for
conversion,  redemption or  repurchase  and where notices and demands to or upon
the Company in respect of the Securities  and this Indenture may be served.  The
Company will give prompt written notice to the Trustee of the location,  and any
change in the location,  of such office or agency not designated or appointed by
the Trustee. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address  thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate  Trust Office or the office or agency of the Trustee in the Borough of
Manhattan, The City of New York.

     The  Company  may at any time and from time to time vary or  terminate  the
appointment of any such agent or appoint any additional agents for any or all of
such purposes;  provided,  however,  that until all of the Securities  have been
delivered  to the  Trustee for  cancellation,  or moneys  sufficient  to pay the
principal of,  premium,  if any, and interest on the  Securities  have been made
available for payment and either paid or returned to the Company pursuant to the
provisions  of  Section  10.3,  the  Company  will  maintain  in the  Borough of
Manhattan,  The City of New York,  an office or agency where  Securities  may be
presented or surrendered  for payment and  conversion,  where  Securities may be
surrendered  for  registration  of transfer or  exchange  and where  notices and
demands to or upon the Company in respect of the  Securities  and this Indenture
may be served.  The Company will give prompt written notice to the Trustee,  and
notice to the Holders in  accordance  with  Section 1.6, of the  appointment  or
termination  of any  such  agents  and of the  location  and any  change  in the
location of any such office or agency.

     The  Company  hereby  initially  designates  the  Trustee as Paying  Agent,
Security  Registrar and Conversion Agent, and each of the Corporate Trust Office
of the  Trustee  and the  office or  agency of the  Trustee  in the  Borough  of
Manhattan, The City of New York, located at 114 West 47th Street 25th Floor, New
York, New York 10036-1532,  one such office or agency of the Company for each of
the aforesaid purposes.

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SECTION 10.3 MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

     If the Company  shall act as its own Paying  Agent,  it will,  on or before
each due date of the  principal of,  premium,  if any, or interest on any of the
Securities,  segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal,  premium,  if any, or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein  provided and the Company will  promptly  notify the Trustee of its
action or failure so to act.

     Whenever  the Company  shall have one or more Paying  Agents,  it will,  no
later  than the  opening  of  business  on each due  date of the  principal  of,
premium,  if any, or interest on any Securities,  deposit with the Trustee a sum
in  funds  immediately  payable  on the  payment  date  sufficient  to  pay  the
principal, premium, if any, or interest so becoming due, such sum to be held for
the  benefit of the  Persons  entitled to such  principal,  premium,  if any, or
interest,  and  (unless  such Paying  Agent is the  Trustee)  the  Company  will
promptly notify the Trustee of any failure so to act.

     The Company  will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an  instrument in which such Paying Agent shall agree
with the Trustee,  subject to the  provisions of this Section,  that such Paying
Agent will:

     (1) hold all sums held by it for the payment of the principal of,  premium,
if any,  or  interest on  Securities  for the  benefit of the  Persons  entitled
thereto  until such sums shall be paid to such Persons or otherwise  disposed of
as herein provided;

     (2) give the  Trustee  notice of any  default by the  Company (or any other
obligor upon the Securities) in the making of any payment of principal, premium,
if any, or interest; and

     (3) at any  time  during  the  continuance  of any such  default,  upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held by
such Paying Agent.

     The Company may at any time, for the purpose of obtaining the  satisfaction
and  discharge of this  Indenture or for any other  purpose,  pay, or by Company
Order  direct any Paying  Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying  Agent,  such sums to be held by the Trustee upon the
same  trusts as those  upon  which  such sums were held by the  Company  or such
Paying Agent;  and,  upon such payment by any Paying Agent to the Trustee,  such
Paying Agent shall be released from all further  liability  with respect to such
money.

     Any money  deposited with the Trustee or any Paying Agent,  or then held by
the Company,  in trust for the payment of the principal of, premium,  if any, or
interest  on any  Security  and  remaining  unclaimed  for two years  after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Company on Company  Request,  or (if then held by the  Company)  shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and

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all  liability  of the Trustee or such Paying  Agent with  respect to such trust
money,  and all  liability of the Company as trustee  thereof,  shall  thereupon
cease.

     SECTION 10.4 EXISTENCE.

     Subject to Article  VII, the Company will do or cause to be done all things
necessary  to preserve and keep in full force and effect its  existence,  rights
(charter and  statutory) and  franchises;  provided,  however,  that the Company
shall not be  required to preserve  any such right or  franchise  if the Company
shall  determine  that the  preservation  thereof is no longer  desirable in the
conduct  of the  business  of the  Company  and  that the  loss  thereof  is not
disadvantageous in any material respect to the Holders.

     SECTION 10.5 MAINTENANCE OF PROPERTIES.

     The Company will cause all properties  used or useful in the conduct of its
business or the business of any Significant Subsidiary to be maintained and kept
in good  condition,  repair and working  order and supplied  with all  necessary
equipment  and  will  cause  to  be  made  all  necessary   repairs,   renewals,
replacements,  betterments and improvements  thereof,  all as in the judgment of
the Company  may be  necessary  so that the  business  carried on in  connection
therewith may be properly and advantageously  conducted at all times;  provided,
however,   that  nothing  in  this  Section   shall  prevent  the  Company  from
discontinuing  the operation or  maintenance  of any of such  properties if such
discontinuance  is, in the judgment of the Company,  desirable in the conduct of
its  business  or  the   business  of  any   Significant   Subsidiary   and  not
disadvantageous in any material respect to the Holders.

     SECTION 10.6 PAYMENT OF TAXES AND OTHER CLAIMS.

     The  Company  will pay or  discharge,  or  cause to be paid or  discharged,
before  the  same  may  become  delinquent,   (i)  all  taxes,  assessments  and
governmental  charges  levied or imposed  upon the  Company  or any  Significant
Subsidiary  or upon the  income,  profits  or  property  of the  Company  or any
Significant Subsidiary, (ii) all claims for labor, materials and supplies which,
if unpaid, might by law become a lien or charge upon the property of the Company
or any Significant  Subsidiary,  and (iii) all stamps and other duties,  if any,
which may be imposed by the United States or any political  subdivision  thereof
or therein in connection with the issuance,  transfer, exchange or conversion of
any Securities or with respect to this Indenture;  provided,  however,  that, in
the case of clauses (i) and (ii),  the  Company  shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment,  charge or
claim (A) if the  failure to do so will not, in the  aggregate,  have a material
adverse impact on the Company,  or (B) if the amount,  applicability or validity
is being contested in good faith by appropriate proceedings.

     SECTION 10.7 [OMITTED].

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     SECTION 10.8 STATEMENT BY OFFICERS AS TO DEFAULT.

     The Company shall deliver to the Trustee,  within 120 days after the end of
each fiscal year of the  Company  ending  after the date  hereof,  an  Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions  and conditions of this  Indenture  (without  regard to any period of
grace or requirement of notice provided  hereunder) and, if the Company shall be
in default,  specifying  all such defaults and the nature and status  thereof of
which they may have knowledge.

     The Company will deliver to the Trustee,  forthwith  upon becoming aware of
any default in the  performance  or  observance  of any  covenant,  agreement or
condition  contained in this  Indenture,  or any Event of Default,  an Officers'
Certificate  specifying with  particularity such default or Event of Default and
further stating what action the Company has taken, is taking or proposes to take
with respect thereto.

     Any notice  required to be given under this Section 10.8 shall be delivered
to the Trustee at its Corporate Trust Office.

     SECTION 10.9 DELIVERY OF CERTAIN INFORMATION.

     At any time when the  Company is not  subject to Section 13 or 15(d) of the
Exchange  Act,  upon the  request of a Holder of a  Restricted  Security  or the
holder of Ordinary  Shares  issued upon  conversion  thereof,  the Company  will
promptly  furnish or cause to be  furnished  Rule 144A  Information  (as defined
below) to such Holder of Restricted Securities or such holder of Ordinary Shares
issued upon conversion of Restricted  Securities,  or to a prospective purchaser
of any such security  designated  by any such Holder or holder,  as the case may
be, to the extent  required to permit  compliance  by such Holder or holder with
Rule 144A under the  Securities  Act (or any  successor  provision  thereto)  in
connection  with the resale of any such security;  provided,  however,  that the
Company shall not be required to furnish such information in connection with any
request  made on or after the date  which is two years from the later of (i) the
date such a security (or any such  predecessor  security) was last acquired from
the Company or (ii) the date such a security (or any such predecessor  security)
was last acquired from an  "affiliate" of the Company within the meaning of Rule
144 under the Securities Act (or any successor  provision  thereto).  "Rule 144A
Information"  shall  be  such  information  as is  specified  pursuant  to  Rule
144A(d)(4) under the Securities Act (or any successor provision thereto).

     SECTION 10.10 [OMITTED]

     SECTION 10.11 REGISTRATION RIGHTS.

     The  Company  agrees  that the  Holders  from  time to time of  Registrable
Securities (as defined in the Registration Rights Agreement) are entitled to the
benefits  of a  Registration  Rights  Agreement,  dated as of May 30,  2001 (the
"Registration  Rights  Agreement"),  executed  by the  Company.  Pursuant to the
Registration  Rights  Agreement,  the  Company has agreed for the benefit of the
holders from time to time of the  Registrable  Securities  that it will,  at its
expense,

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(i) within 90 days after the Issue Date (as  defined  below) of the  Securities,
file a shelf registration  statement (the "Shelf  Registration  Statement") with
the Commission with respect to resales of the Registrable  Securities,  (ii) use
its reasonable efforts to cause such Shelf Registration Statement to be declared
effective  by the  Commission  within  180  days  after  the  Issue  Date of the
Securities,  provided, however, that the Company may, upon written notice to all
of the  Holders,  postpone  having  the Shelf  Registration  Statement  declared
effective for a reasonable period not to exceed 90 days if the Company possesses
material non-public  information,  the disclosure of which would have a material
adverse effect on the Company and its  subsidiaries  taken as a whole, and (iii)
use its  reasonable  efforts  to  maintain  such  Shelf  Registration  Statement
effective  under the Securities  Act until the second annual  anniversary of the
date it is  declared  effective  or such  earlier  date  as is  provided  in the
Registration Rights Agreement (the "Effectiveness  Period"). The Company will be
permitted  to  suspend  the use of the  prospectus  which is a part of the Shelf
Registration  Statement  during  certain  periods  of  time as  provided  in the
Registration Rights Agreement.

     If (i) on or prior to 90 days following the Issue Date of the Securities, a
Shelf Registration Statement has not been filed with the Commission,  or (ii) on
or prior to the 180th day following the Issue Date of the Securities, such Shelf
Registration   Statement  is  not  declared  effective  (each,  a  "Registration
Default"),   damages  ("Liquidated  Damages")  will  accrue  on  the  Restricted
Securities from and including the day following such Registration Default to but
excluding the day on which such Registration Default has been cured.  Liquidated
Damages  will be paid  semi-annually  in  arrears,  with the  first  semi-annual
payment  due on the first  Interest  Payment  Date in respect of the  Restricted
Securities  following the date on which such Liquidated Damages begin to accrue,
and will accrue at a rate per annum equal to an  additional  one-quarter  of one
percent  (0.25%) of the  principal  amount of the  Restricted  Securities to and
including the 90th day  following  such  Registration  Default and at a rate per
annum equal to one-half of one percent  (0.50%)  thereof from and after the 91st
day following such  Registration  Default.  Pursuant to the Registration  Rights
Agreement,  in the event  that the  Shelf  Registration  Statement  ceases to be
effective (or the Holders of Registrable  Securities are otherwise  prevented or
restricted by the Company from  effecting  sales  pursuant  thereto)  during the
Effectiveness  Period for more than 30 days, whether or not consecutive,  in any
90-day  period,  or 90 days,  whether or not  consecutive,  during any  12-month
period (an "Effective Failure"),  then the interest rate borne by the Restricted
Securities  shall increase by an additional  one-half of one percent (0.50%) per
annum on the 31st day of the  applicable  90-day  period  or the 91st day of the
applicable  12-month  period,  as the case may be, that such Shelf  Registration
Statement  ceases to be effective (or the Holders of Registrable  Securities are
otherwise  prevented or restricted by the Company from effecting  sales pursuant
thereto),  to but excluding the day on which (i) the Effective  Failure is cured
or (ii) the Effectiveness Period expires.

     Whenever in this  Indenture or the  Securities  there is mentioned,  in any
context, the payment of the principal of, premium, if any, or interest on, or in
respect of, any Security, such mention shall be deemed to include mention of the
payment of Liquidated  Damages  provided for in this Section to the extent that,
in such  context,  Liquidated  Damages are,  were or would be payable in respect
thereof  pursuant to the  provisions of this Section and express  mention of the
payment of Liquidated Damages (if applicable) in any provisions hereof shall not
be construed as

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excluding  Liquidated  Damages in those  provisions  hereof  where such  express
mention is not made.

     If a  Security,  or the  Ordinary  Shares  issuable  upon  conversion  of a
Security, is a Registrable Security,  and the Holder thereof elects to sell such
Registrable  Security pursuant to the Shelf Registration  Statement then, by its
acceptance thereof,  the Holder of such Registrable Security will have agreed to
be bound by the  terms of the  Registration  Rights  Agreement  relating  to the
Registrable Securities which are the subject of such election.

     For the purposes of the Registration  Rights  Agreement,  the term "Holder"
includes  any Person that has a  beneficial  interest in any  Restricted  Global
Security or any beneficial interest in a global security  representing  Ordinary
Shares issuable upon conversion of a Security.

     If Liquidated Damages are payable under the Registration  Rights Agreement,
the Company shall deliver to the Trustee a  certificate  to that effect  stating
(i) the amount of Liquidated  Damages that is payable and (ii) the date on which
Liquidated  Damages is payable.  Unless and until a  Responsible  Officer of the
Trustee  receives at the Corporate Trust Office such a certificate,  the Trustee
may assume without inquiry that no Liquidated Damages are payable. If Liquidated
Damages have been paid by the Company  directly to the persons entitled to them,
the  Company  shall  deliver  to the  Trustee a  certificate  setting  forth the
particulars of such payment.

     SECTION 10.12 WAIVER OF CERTAIN COVENANTS.

     The Company may omit in any particular instance to comply with any covenant
or  condition  set  forth in  Sections  10.4 to 10.6,  inclusive  (other  than a
covenant or  condition  which under  Article  VIII cannot be modified or amended
without the consent of the Holder of each  Outstanding  Security  affected),  if
before the time for such  compliance  the  Holders  shall,  through  the written
consent of the Holders of not less than a majority in aggregate principal amount
of the Outstanding  Securities,  or the adoption of a resolution at a meeting of
Holders  of the  Outstanding  Securities  at which a quorum  is  present  by the
Holders  of not  less  than  66-2/3%  in  principal  amount  of the  Outstanding
Securities represented at such meeting, or, if less, by Holders of not less than
a majority in aggregate principal amount of all Outstanding  Securities,  either
waive such compliance in such instance or generally  waive  compliance with such
covenant  or  condition,  but no such  waiver  shall  extend to or  affect  such
covenant or condition except to the extent so expressly waived,  and, until such
waiver shall become effective,  the obligations of the Company and the duties of
the Trustee or any Paying or Conversion Agent in respect of any such covenant or
condition shall remain in full force and effect.

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

     SECTION 11.1 RIGHT OF REDEMPTION.

     The  Securities  may be redeemed in accordance  with the  provisions of the
form of Securities set forth in Section 2.2.

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     SECTION 11.2 APPLICABILITY OF ARTICLE.

     Redemption of  Securities  at the election of the Company or otherwise,  as
permitted or required by any  provision  of the  Securities  or this  Indenture,
shall be made in accordance with such provision and this Article XI.

     SECTION 11.3 ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Company to redeem any Securities  shall be evidenced by
a Board Resolution.  In case of any redemption at the election of the Company of
any of the  Securities,  the  Company  shall,  at  least  30 days  prior  to the
Redemption  Date  fixed  by the  Company  (unless  a  shorter  notice  shall  be
satisfactory  to the Trustee),  notify the Trustee in writing of such Redemption
Date.

     SECTION 11.4 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If  less  than  all  the  Securities  are to be  redeemed,  the  particular
Securities to be redeemed  shall be selected by the Trustee within five Business
Days  after it  receives  the notice  described  in 11.3,  from the  Outstanding
Securities not previously called for redemption,  by lot or by such other method
as the Trustee may deem fair and appropriate.

     If any Security selected for partial redemption is converted in part before
termination of the conversion  right with respect to the portion of the Security
so selected,  the converted  portion of such Security shall be deemed (so far as
may be) to be the portion  selected for redemption.  Securities  which have been
converted  during a selection of Securities to be redeemed may be treated by the
Trustee as  Outstanding  for the purpose of such  selection.  The Trustee  shall
promptly  notify  the  Company  and each  Security  Registrar  in writing of the
securities  selected for redemption and, in the case of any Securities  selected
for partial redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture,  unless the context otherwise requires,
all  provisions  relating to the redemption of Securities  shall relate,  in the
case of any  Securities  redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

     SECTION 11.5 NOTICE OF REDEMPTION.

     Notice of redemption  shall be given in the manner  provided in Section 1.6
to the Holders of  Securities  to be redeemed  not less than 30 nor more than 60
days  prior to the  Redemption  Date,  and  such  notice  shall be  irrevocable.
Promptly after giving such notice, the Company shall make a public  announcement
thereof by release  made to Reuters  Economic  Services and  Bloomberg  Business
News.

     All notices of redemption shall state:

     (1) the Redemption Date,

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     (2) the  Redemption  Price,  and  accrued  interest  (including  Liquidated
Damages, if any), if any, to, but excluding, the Redemption Date,

     (3) if  less  than  all  Outstanding  Securities  are to be  redeemed,  the
aggregate  principal  amount of  Securities  to be  redeemed  and the  aggregate
principal  amount of  Securities  which will be  outstanding  after such partial
redemption,

     (4) that on the Redemption Date the Redemption  Price, and accrued interest
(including  Liquidated  Damages,  if  any),  if  any,  to,  but  excluding,  the
Redemption  Date,  will  become due and  payable  upon each such  Security to be
redeemed,  and that  interest  thereon  shall  cease to accrue on and after said
date,

     (5) the  Conversion  Rate,  the date on which  the  right  to  convert  the
Securities  to be redeemed will  terminate and the places where such  Securities
may be surrendered for conversion, and

     (6) the place or places where such  Securities  are to be  surrendered  for
payment of the  Redemption  Price and  accrued  interest  (including  Liquidated
Damages, if any), if any, to, but excluding, the Redemption Date.

     In case of a partial  redemption,  the notice shall  specify the serial and
CUSIP numbers (if any) and the portions  thereof  called for redemption and that
transfers and exchanges may occur on or prior to the Redemption Date.

     Notice of  redemption  of  Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's  written request,  by
the  Trustee  in the  name  of and at the  expense  of the  Company.  Notice  of
redemption of Securities to be redeemed at the election of the Company  received
by the Trustee shall be given by the Trustee to each Paying Agent in the name of
and at the expense of the Company.

     SECTION 11.6 DEPOSIT OF REDEMPTION PRICE.

     On or prior to the  Redemption  Date,  the Company  shall  deposit with the
Trustee  (or, if the Company is acting as its own Paying  Agent,  segregate  and
hold in trust as provided in Section 10.3) an amount of money (which shall be in
immediately  available  funds on such  Redemption  Date)  sufficient  to pay the
Redemption  Price of, and  (except if the  Redemption  Date shall be an Interest
Payment Date) accrued interest  (including  Liquidated  Damages, if any) to, but
excluding,  the Redemption Date on, all the Securities  which are to be redeemed
on that date other than any Securities  called for redemption on that date which
have been converted prior to the date of such deposit.

     If any Security  called for  redemption is converted,  any money  deposited
with the Trustee or so segregated  and held in trust for the  redemption of such
Security  shall  (subject  to any right of the  Holder of such  Security  or any
Predecessor  Security to receive  interest as provided in the last  paragraph of
Section  3.7) be paid to the Company on Company  Request or, if then held by the
Company, shall be discharged from such trust.

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     SECTION 11.7 SECURITIES PAYABLE ON REDEMPTION DATE.

     Notice of redemption  having been given as aforesaid,  the Securities so to
be  redeemed  shall,  on the  Redemption  Date,  become  due and  payable at the
Redemption  Price  therein  specified  and from and after such date  (unless the
Company shall default in the payment of the Redemption Price,  including accrued
interest) such  Securities  shall cease to bear interest.  Upon surrender of any
Security for  redemption in accordance  with said notice such Security  shall be
paid by the Company at the  Redemption  Price  together  with accrued and unpaid
interest  (including  Liquidated  Damages,  if  any)  to,  but  excluding,   the
Redemption Date; provided,  however, that installments of interest on Securities
whose Stated  Maturity is on or prior to the Redemption Date shall be payable to
the  Holders  of  such  Securities,  or  one  or  more  Predecessor  Securities,
registered as such on the relevant  Record Date according to their terms and the
provisions of Section 3.7.

     If any Security  called for redemption  shall not be so paid upon surrender
thereof for redemption,  the principal  amount of, premium,  if any, and, to the
extent  permitted by applicable  law,  accrued  interest on such Security shall,
until paid,  bear interest from the Redemption Date at a rate of 2.00% per annum
and such Security shall remain  convertible  until the Redemption  Price of such
Security (or portion  thereof,  as the case may be) shall have been paid or duly
provided for.

     Any Security  which is to be redeemed only in part shall be  surrendered at
the Corporate Trust Office or an office or agency of the Company  designated for
that purpose  pursuant to Section  10.2 (with,  if the Company or the Trustee so
requires,  due  endorsement  by, or a written  instrument  of  transfer  in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing),  and the Company shall execute, and
the Trustee shall  authenticate and make available for delivery to the Holder of
such Security  without  service  charge,  a new Security or  Securities,  of any
authorized  denomination  as requested by such  Holder,  in aggregate  principal
amount equal to and in exchange for the  unredeemed  portion of the principal of
the Security so surrendered.

     SECTION 11.8 CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

     In connection  with any redemption of  Securities,  the Company may arrange
for the purchase and  conversion of any  Securities by an agreement  with one or
more investment  bankers or other purchasers (the "Purchasers") to purchase such
securities  by paying to the Trustee in trust for the Holders,  on or before the
Redemption  Date,  an amount  not less  than the  applicable  Redemption  Price,
together  with interest  accrued to the  Redemption  Date,  of such  Securities.
Notwithstanding  anything  to the  contrary  contained  in this  Article XI, the
obligation of the Company to pay the  Redemption  Price,  together with interest
accrued to, but excluding,  the Redemption Date, shall be deemed to be satisfied
and discharged to the extent such amount is so paid by such Purchasers.  If such
an  agreement  is entered  into (a copy of which shall be filed with the Trustee
prior to the close of  business on the  Business  Day  immediately  prior to the
Redemption  Date),  any  Securities  called  for  redemption  that  are not duly
surrendered  for  conversion  by the Holders  thereof  may, at the option of the
Company,  be deemed, to the fullest

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extent  permitted by law, and consistent  with any agreement or agreements  with
such  Purchasers,  to be  acquired  by such  Purchasers  from such  Holders  and
(notwithstanding  anything to the contrary contained in Article XII) surrendered
by such Purchasers for conversion,  all as of immediately  prior to the close of
business on the  Redemption  Date (and the right to convert any such  Securities
shall be extended through such time),  subject to payment of the above amount as
aforesaid.  At the direction of the Company,  the Trustee shall hold and dispose
of any such  amount  paid to it by the  Purchasers  to the  Holders  in the same
manner as it would monies deposited with it by the Company for the redemption of
Securities.  Without the Trustee's prior written consent, no arrangement between
the  Company  and  such  Purchasers  for  the  purchase  and  conversion  of any
Securities  shall  increase  or  otherwise  affect  any of the  powers,  duties,
responsibilities  or obligations of the Trustee as set forth in this  Indenture,
and the  Company  agrees to  indemnify  the Trustee  from,  and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such  arrangement for the purchase and conversion of any Securities  between the
Company  and such  Purchasers,  including  the  costs  and  expenses,  including
reasonable  legal  fees,  incurred by the Trustee in the defense of any claim or
liability  arising out of or in connection  with the exercise or  performance of
any of its powers, duties, responsibilities or obligations under this Indenture.

                                  ARTICLE XII
                            CONVERSION OF SECURITIES

     SECTION 12.1 CONVERSION PRIVILEGE AND CONVERSION RATE.

     Subject to and upon compliance with the provisions of this Article,  at the
option of the Holder thereof,  any Security may be converted into fully paid and
nonassessable  (calculated  as to each  conversion  to the nearest  l/l00th of a
share)  Ordinary  Shares of the Company at the  Conversion  Rate,  determined as
hereinafter provided, in effect at the time of conversion. Such conversion right
shall commence on the initial  issuance date of the Securities and expire at the
close of business on June 1, 2008,  subject,  in the case of  conversion  of any
Global  Security,  to any Applicable  Procedures.  In case a Security or portion
thereof is called for  redemption  at the  election of the Company or the Holder
thereof  exercises his right to require the Company to repurchase  the Security,
such conversion right in respect of the Security,  or portion thereof so called,
shall expire at the close of business on the Business Day immediately  preceding
the  Redemption  Date or the  Repurchase  Date,  as the case may be,  unless the
Company defaults in making the payment due upon redemption or repurchase, as the
case may be (in each case subject as aforesaid to any Applicable Procedures with
respect to any Global Security).

     The rate at  which  Ordinary  Shares  shall be  delivered  upon  conversion
(herein called the "Conversion Rate") shall be initially 10.8587 Ordinary Shares
for each U.S. $1,000 principal  amount of Securities.  The Conversion Rate shall
be adjusted in certain instances as provided in this Article XII.

     SECTION 12.2 EXERCISE OF CONVERSION PRIVILEGE.

     In order to exercise the conversion  privilege,  the Holder of any Security
to be converted  shall  surrender such Security,  duly endorsed in blank, at any
office or agency of the Company

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maintained  for that purpose  pursuant to Section  10.2,  accompanied  by a duly
signed  conversion  notice  substantially  in the form set forth in Section  2.4
stating  that the Holder  elects to convert  such  Security or, if less than the
entire  principal  amount thereof is to be converted,  the portion thereof to be
converted. Each Security surrendered for conversion (in whole or in part) during
the Record  Date  Period  shall  (except in the case of any  Security or portion
thereof  which has been  called  for  redemption  on a  Redemption  Date,  or is
repurchasable  on a Repurchase  Date,  occurring,  in either  case,  within such
Record Date Period  (including  any  Securities or portions  thereof  called for
redemption on a Redemption Date or submitted for repurchase on a Repurchase Date
that is an  Interest  Payment  Date))  be  accompanied  by  payment  in New York
Clearing House funds or other funds acceptable to the Company of an amount equal
to the interest payable on such Interest Payment Date on the principal amount of
such  Security  (or part  thereof,  as the case may be)  being  surrendered  for
conversion.  The interest so payable on such Interest  Payment Date with respect
to any Security (or portion  thereof,  if applicable)  which has been called for
redemption  on a Redemption  Date,  or is  repurchasable  on a Repurchase  Date,
occurring,  in either  case,  during  the  Record  Date  Period  (including  any
securities or portions  thereof  called for  redemption on a Redemption  Date or
submitted for repurchase on a Repurchase Date that is an Interest  Payment Date,
which Security (or portion thereof, if applicable) is surrendered for conversion
during the Record Date Period shall be paid to the Holder of such Security as of
such Regular Record Date in an amount equal to the interest that would have been
payable on such Security if such Security had been  converted as of the close of
business on such Interest Payment Date. The interest so payable on such Interest
Payment Date in respect of any Security (or portion thereof, as the case may be)
which  has not been  called  for  redemption  on a  Redemption  Date,  or is not
eligible for repurchase on a Repurchase Date, occurring,  in either case, during
the Record Date Period,  which Security (or portion thereof, as the case may be)
is surrendered  for conversion  during the Record Date Period,  shall be paid to
the Holder of such Security as of such Regular Record Date in an amount equal to
the interest  that would have been payable on such Security if such Security had
been converted as of the close of business on such Interest Payment Date. Except
as provided in this paragraph,  no cash payment or adjustment shall be made upon
any conversion on account of any interest accrued from the Interest Payment Date
next preceding the conversion date, in respect of any Security (or part thereof,
as the case may be) surrendered  for conversion,  or on account of any dividends
on the Ordinary  Shares issued upon  conversion.  The Company's  delivery to the
Holder of the number of Ordinary Shares (and cash in lieu of fractions  thereof,
as provided in this  Indenture)  into which a Security  is  convertible  will be
deemed to satisfy the Company's  obligation  to pay the principal  amount of the
Security.

     Securities shall be deemed to have been converted  immediately prior to the
close of business on the day of surrender of such  Securities for conversion and
receipt by the Conversion Agent of all required documentation in accordance with
the  foregoing  provisions,  and at such time the rights of the  Holders of such
Securities as Holders shall cease, and the Person or Persons entitled to receive
the Ordinary Shares  issuable upon conversion  shall be treated for all purposes
as the  record  holder or  holders  of such  Ordinary  Shares at such  time.  As
promptly as practicable on or after the conversion date, the Company shall issue
and  deliver to the  Trustee,  for  delivery  to the Holder,  a  certificate  or
certificates  for the number of full Ordinary Shares  issuable upon  conversion,
together with payment in lieu of any fraction of a share, as provided in Section
12.3.

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<PAGE>

     All Ordinary Shares delivered upon such conversion of Restricted Securities
shall bear restrictive legends substantially in the form of the legends required
to be set forth on the Restricted  Securities  pursuant to Section 3.5 and shall
be subject to the restrictions on transfer provided in such legends. Neither the
Trustee nor any agent  maintained for the purpose of such conversion  shall have
any responsibility for the inclusion or content of any such restrictive  legends
on such  Ordinary  Shares;  provided,  however,  that the  Trustee  or any agent
maintained  for the  purpose  of such  conversion  shall have  provided,  to the
Company or to the Company's transfer agent for such Ordinary Shares, prior to or
concurrently  with a request to the  Company to deliver  such  Ordinary  Shares,
written  notice that the  Securities  delivered for  conversion  are  Restricted
Securities.

     In the case of any  Security  which is  converted  in part only,  upon such
conversion  the Company  shall execute and the Trustee  shall  authenticate  and
deliver to the Holder thereof,  at the expense of the Company, a new Security or
Securities of authorized denominations in an aggregate principal amount equal to
the unconverted portion of the principal amount of such Security. A Security may
be converted in part,  but only if the  principal  amount of such Security to be
converted is any integral  multiple of U.S.  $1,000 and the principal  amount of
such  security  to remain  Outstanding  after such  conversion  is equal to U.S.
$1,000 or any integral multiple of $1,000 in excess thereof.

     If Ordinary Shares to be issued upon  conversion of a Restricted  Security,
or  Securities  to be issued upon  conversion  of a Restricted  Security in part
only, are to be registered in a name other than that of the beneficial  owner of
such Restricted Security,  then such Holder must deliver to the Conversion Agent
a Surrender Certificate, dated the date of surrender of such Restricted Security
and signed by such beneficial  owner, as to compliance with the  restrictions on
transfer  applicable to such  Restricted  Security.  Neither the Trustee nor any
Conversion Agent, Registrar or Transfer Agent shall be required to register in a
name other than that of the  beneficial  owner,  Ordinary  Shares or  Securities
issued upon conversion of any such  Restricted  Security not so accompanied by a
properly completed Surrender Certificate.

     SECTION 12.3 FRACTIONS OF SHARES.

     No  fractional  Ordinary  Shares  shall be issued  upon  conversion  of any
Security or  Securities.  If more than one  Security  shall be  surrendered  for
conversion at one time by the same Holder, the number of full shares which shall
be  issuable  upon  conversion  thereof  shall be  computed  on the basis of the
aggregate  principal amount of the Securities (or specified portions thereof) so
surrendered.  Instead of any fractional Ordinary Shares which would otherwise be
issuable upon  conversion of any Security or Securities  (or specified  portions
thereof),  the Company shall  calculate and pay a cash  adjustment in respect of
such fraction  (calculated to the nearest l/100th of a share) in an amount equal
to the same  fraction of the Closing Price Per Share at the close of business on
the day of conversion.

     SECTION 12.4 ADJUSTMENT OF CONVERSION RATE.

     The Conversion  Rate shall be subject to  adjustments  from time to time as
follows:

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     (1) In case the Company shall pay or make a dividend or other  distribution
on  shares of any class of  capital  stock  payable  in  Ordinary  Shares to all
holders of its Ordinary Shares,  the Conversion Rate in effect at the opening of
business  on  the  day  following  the  date  fixed  for  the  determination  of
shareholders  entitled to receive such dividend or other  distribution  shall be
increased by dividing such  Conversion Rate by a fraction of which the numerator
shall be the number of Ordinary  Shares  outstanding at the close of business on
the date fixed for such  determination  and the denominator  shall be the sum of
such number of shares and the total number of shares  constituting such dividend
or other distribution,  such increase to become effective  immediately after the
opening of business on the day following the date fixed for such  determination.
If, after any such date fixed for determination, any dividend or distribution is
not in fact paid, the Conversion Rate shall be immediately readjusted, effective
as of the date the Board of  Directors  determines  not to pay such  dividend or
distribution,  to the  Conversion  Rate that  would  have been in effect if such
determination  date had not been fixed.  For the purposes of this paragraph (1),
the number of Ordinary Shares at any time  outstanding  shall not include shares
held in the treasury of the Company but shall include shares issuable in respect
of scrip  certificates  issued in lieu of  fractions  of  Ordinary  Shares.  The
Company will not pay any dividend or make any  distribution  on Ordinary  Shares
held in the treasury of the Company.

     (2) In case the  Company  shall  issue  rights,  options or warrants to all
holders of its  Ordinary  Shares  entitling  them to  subscribe  for or purchase
Ordinary  Shares at a price per share  less than the  current  market  price per
share  (determined  as provided in paragraph  (8) of this  Section  12.4) of the
Ordinary Shares on the date fixed for the determination of stockholders entitled
to receive such rights,  options or warrants (other than any rights,  options or
warrants  that by their terms will also be issued to any Holder upon  conversion
of a Security into Ordinary Shares without any action required by the Company or
any other Person),  the Conversion  Rate in effect at the opening of business on
the day  following the date fixed for such  determination  shall be increased by
dividing such  Conversion Rate by a fraction of which the numerator shall be the
number of Ordinary Shares outstanding at the close of business on the date fixed
for such determination plus the number of Ordinary Shares which the aggregate of
the  offering  price of the total  number of  Ordinary  Shares  so  offered  for
subscription  or purchase  would  purchase at such current  market price and the
denominator  shall be the number of Ordinary Shares  outstanding at the close of
business  on the date fixed for such  determination  plus the number of Ordinary
Shares  so  offered  for  subscription  or  purchase,  such  increase  to become
effective  immediately  after the opening of business on the day  following  the
date  fixed  for  such  determination.   If,  after  any  such  date  fixed  for
determination,  any such rights,  options or warrants are not in fact issued, or
are not exercised prior to the expiration thereof,  the Conversion Rate shall be
immediately  readjusted,  effective  as of the  date  such  rights,  options  or
warrants expire, or the date the Board of Directors determines not to issue such
rights,  options or  warrants,  to the  Conversion  Rate that would have been in
effect if the unexercised rights,  options or warrants had never been granted or
such determination date had not been fixed, as the case may be. For the purposes
of this  paragraph  (2), the number of Ordinary  Shares at any time  outstanding
shall not include  shares held in the treasury of the Company but shall  include
shares issuable in respect of scrip certificates  issued in lieu of fractions of
Ordinary Shares.  The Company will not issue any rights,  options or warrants in
respect of Ordinary  Shares held in the treasury of the Company.  In determining
whether any rights, options or warrants entitle the

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holders  thereof to subscribe for or purchase  Ordinary Shares at less than such
current  market price,  and in determing the  aggregate  offering  price of such
Ordinary Shares, there shall be taken into account any consideration received by
the Company, including any amount payable on exercise or conversion thereof, the
value of such  consideration,  if other than cash, to be determined by the Board
of Directors of the Company.

     Rights or  warrants  distributed  by the Company to all holders of Ordinary
Shares  entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights  or  warrants,  until  the  occurrence  of a  specified  event or  events
("Trigger  Event"):  (i) are deemed to be transferred with such Ordinary Shares;
(ii) are not  exercisable;  and  (iii)  are also  issued  in  respect  of future
issuances of Ordinary  Shares,  shall be deemed not to have been distributed for
purposes of this Section 12.4 (and no adjustment to the  Convertible  Rate under
this Section 12.4 will be required) until the occurrence of the earliest Trigger
Event,  whereupon  such  rights  and  warrants  shall  be  deemed  to have  been
distributed and an appropriate adjustment (if any is required) to the Conversion
Rate shall be made under this  Section  12.4(2).  If any such rights or warrants
are  subject to events,  upon the  occurrence  of which such  rights or warrants
become exercisable to purchase different  securities,  evidences of indebtedness
or other  assets,  then the date of the  occurrence  of any and each such  event
shall be deemed to be the date of  distribution  and record date with respect to
new rights or warrants with such rights (and a termination  or expiration of the
existing rights or warrants without exercise by any of the holders thereof).  In
addition, in the event of any distribution (or deemed distribution) of rights or
warrants,  or any  Trigger  Event or other event (of the type  described  in the
preceding  sentence)  with  respect  thereto  that was counted  for  purposes of
calculating a distribution amount for which an adjustment to the Conversion Rate
under this Section 12.4 was made, (1) in the case of any such rights or warrants
that shall all have been redeemed or repurchased without exercise by any holders
thereof,  the Conversion Rate shall be readjusted upon such final  redemption or
repurchase to give effect to such distribution or Trigger Event, as the case may
be, as though it were a cash distribution,  equal to the per share redemption or
repurchase price received by a holder or holders of Ordinary Shares with respect
to such rights or warrants  (assuming  such holder had  retained  such rights or
warrants),  made  to all  holders  of  Ordinary  Shares  as of the  date of such
redemption  or  repurchase,  and (2) in the case of such rights or warrants that
shall have expired or been terminated  without  exercise by any holders thereof,
the  Conversion  Rate shall be readjusted as if such rights and warrants had not
been issued.

     No adjustment of the Conversion Rate shall be made pursuant to this Section
12.4(2)  in  respect  of  rights,  options  or  warrants  distributed  or deemed
distributed  on any Trigger Event to the extent that such rights or warrants are
actually distributed,  or reserved by the Company for distribution to Holders of
Securities  upon conversion by such holders of Securities to Ordinary Shares and
will not expire prior to the maturity of the Securities.

     (3) In case outstanding  Ordinary Shares shall be subdivided into a greater
number of  Ordinary  Shares,  the  Conversion  Rate in effect at the  opening of
business  on the day  following

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<PAGE>

the day upon which such subdivision  becomes effective shall be  proportionately
increased,  and,  conversely,  in case  outstanding  Ordinary  Shares  shall  be
combined into a smaller number of Ordinary Shares, the Conversion Rate in effect
at the  opening  of  business  on the day  following  the day  upon  which  such
subdivision or combination  becomes effective shall be proportionately  reduced,
such increase or reduction,  as the case may be, to become effective immediately
after the  opening  of  business  on the day  following  the day upon which such
subdivision or combination becomes effective.

     (4) In case the Company shall, by dividend or otherwise,  distribute to all
holders of its  Ordinary  Shares  evidences of its  indebtedness,  shares of any
class of capital stock or other assets (including securities,  but excluding (i)
any rights,  options or warrants  referred to in paragraph  (2) of this Section,
(ii) any dividend or distribution  paid  exclusively in cash, (iii) any dividend
or distribution referred to in paragraph (1) of this Section and (iv) mergers or
consolidations to which Section 12.11 applies),  then, in each such case (unless
the Company  elects to reserve  such  securities,  evidence of  indebtedness  or
assets for  distribution to the Holders upon the conversion of the Securities so
that  any  such  Holder  converting  Ordinary  Shares  will  receive  upon  such
conversion, in addition to the Ordinary Shares to which such holder is entitled,
the amount and kind of such securities, evidence of indebtedness or assets which
such Holder would have received if such Holder had converted its Securities into
Ordinary  Shares  immediately  prior  to the date  fixed  for  determination  of
stockholders entitled to receive such distribution) the Conversion Rate shall be
adjusted  so that the same  shall  equal the rate  determined  by  dividing  the
Conversion Rate in effect immediately prior to the close of business on the date
fixed  for  the   determination   of  stockholders   entitled  to  receive  such
distribution  by a fraction of which the numerator  shall be the current  market
price per share  (determined  as provided in paragraph (8) of this Section 12.4)
of the Ordinary  Shares on the date fixed for such  determination  less the then
fair market value (as determined by the Board of directors,  whose determination
shall be conclusive and described in a Board  Resolution filed with the Trustee)
of the portion of the assets, shares or evidences of indebtedness so distributed
applicable  to one  Ordinary  Share and the  denominator  shall be such  current
market price per Ordinary Share, such adjustment to become effective immediately
prior to the  opening of business  on the day  following  the date fixed for the
determination of stockholders  entitled to receive such  distribution.  If after
any such date  fixed for  determination,  any such  distribution  is not in fact
made, the Conversion Rate shall be immediately  readjusted,  effective as of the
date of the Board of Directors determines not to make such distribution,  to the
Conversion  Rate that would have been in effect if such  determination  date had
not been fixed.

     (5) In case the Company shall, by dividend or otherwise,  distribute to all
holders of its Ordinary  Shares cash  (excluding any cash that is distributed as
part of a  distribution  referred to in  paragraph  (4) of this  Section or cash
distributed upon a merger or consolidation to which Section 12.11 applies) in an
aggregate  amount that,  combined  together with (I) the aggregate amount of any
other cash  distributions to all holders of its Ordinary Shares made exclusively
in cash within the 12 months preceding the date of payment of such  distribution
(but  not  prior  to the  date of this  Indenture)  and in  respect  of which no
adjustment  pursuant to this  paragraph (5) has been made and (II) the aggregate
of any cash plus the fair market value (as determined by the Board of Directors,
whose  determination shall be conclusive and described in a Board

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Resolution)  of  consideration  payable in  respect  of any tender  offer by the
Company or any of its Subsidiaries for all or any portion of the Ordinary Shares
concluded   within  the  12  months  preceding  the  date  of  payment  of  such
distribution  (but not  prior to the date of this  Indenture)  in  excess of the
product  of,  for each such  tender  offer,  (x) the  current  market  price per
Ordinary Share (determined as provided in paragraph (8) of this Section 12.4) as
of the  Expiration  Time (as defined in paragraph  (6) of this Section 12.4) for
the applicable tender offer multiplied by (y) the number of Purchased Shares (as
defined in  paragraph  (6) of this  Section  12.4) for such tender  offer and in
respect of which no  adjustment  pursuant to paragraph  (6) of this Section 12.4
has been made (the "combined cash and tender amount") exceeds 10% of the product
of the current  market price per share  (determined as provided in paragraph (8)
of this Section 12.4) of the Ordinary  Shares on the date for the  determination
of holders of Ordinary  Shares entitled to receive such  distribution  times the
number of  Ordinary  Shares  outstanding  on such date (the  "aggregate  current
market  price"),  then,  and in each such case,  immediately  after the close of
business on such date for  determination,  the Conversion Rate shall be adjusted
so that the same shall equal the rate determined by dividing the Conversion Rate
in effect  immediately  prior to the  close of  business  on the date  fixed for
determination  of the  stockholders  entitled to receive such  distribution by a
fraction (i) the  numerator of which shall be equal to the current  market price
per share  (determined  as provided  in  paragraph  (8) of this  Section) of the
Ordinary Shares on the date fixed for such determination less an amount equal to
the quotient of (x) the excess of such  combined cash and tender amount over 10%
of such  aggregate  current  market price  divided by (y) the number of Ordinary
Shares  outstanding on such date for  determination  and (ii) the denominator of
which  shall be equal to the  current  market  price  per share  (determined  as
provided in paragraph (8) of this Section  12.4) of the Ordinary  Shares on such
date fixed for determination.

     (6) In case a tender offer made by the Company or any Subsidiary for all or
any  portion of the  Ordinary  Shares  shall  expire and such  tender  offer (as
amended upon the expiration  thereof) shall require the payment to  stockholders
(based on the acceptance (up to any maximum specified in the terms of the tender
offer) of Purchased  Shares (as defined  below)) of an  aggregate  consideration
having a fair  market  value  (as  determined  by the Board of  Directors  whose
determination shall be conclusive and described in a Board Resolution) in excess
of the product of (x) the current market price per Ordinary Share (determined as
provided  in  paragraph  (8) of this  Section  12.4) as of the  Expiration  Time
multiplied by (y) the number of all shares validly tendered and not withdrawn as
of the  Expiration  Time (the shares  deemed so accepted up to any such  maximum
being referred to as the "Purchased  Shares"),  that combined  together with (I)
the aggregate of the cash plus the fair market value (as determined by the Board
of Directors,  whose  determination shall be conclusive and described in a Board
Resolution), as of the expiration of such tender offer, of consideration payable
in respect of any other tender offer by the Company or any Subsidiary for all or
any portion of the Ordinary Shares  expiring within the 12 months  preceding the
expiration of such tender offer (but not prior to the date of this Indenture) in
excess of the sum of the product of, for each such tender offer, (x) the current
market price per Ordinary Share (determined as provided in paragraph (8) of this
Section  12.4)  as of the  Expiration  Time  for  the  applicable  tender  offer
multiplied  by (y) the number of  Purchased  Shares for such tender offer and in
respect of which no adjustment  pursuant to this paragraph (6) has been made and
(II) the  aggregate  amount  of any cash  distributions  to all

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holders of the Ordinary Shares within 12 months preceding the expiration of such
tender  offer  (but not prior to the date of this  Indenture)  and in respect of
which no adjustment pursuant to paragraph (5) of this Section has been made (the
"combined  tender and cash  amount")  exceeds  10% of the product of the current
market price per Ordinary Share (determined as provided in paragraph (8) of this
Section  12.4) as of the last time (the  "Expiration  Time")  tenders could have
been made pursuant to such tender offer (as it may be amended)  times the number
of  Ordinary  Shares  outstanding  (including  any  tendered  shares)  as of the
Expiration Time (the "aggregate  current market price"),  then, and in each such
case  immediately  prior to the opening of business on the day after the date of
the  Expiration  Time,  the  Conversion  Rate shall be adjusted so that the same
shall equal the rate  determined  by dividing the  Conversion  Rate  immediately
prior to close of business on the date of the Expiration  Time by a fraction (i)
the  numerator of which shall be equal to the current  market price per Ordinary
Share (determined as provided in paragraph (8) of this Section 12.4) on the date
of the Expiration Time less an amount equal to the quotient of (x) the excess of
such combined  tender and cash amount over 10% of such aggregate  current market
price divided by (y) the number of Ordinary  Shares  outstanding  (including any
tendered  shares) as of the  Expiration  Time and (ii) the  denominator of which
shall be equal to the current  market price per Ordinary  Share  (determined  as
provided in paragraph (8) of this Section 12.4) as of the Expiration Time.

     (7) The  reclassification  of Ordinary  Shares into  securities  other than
Ordinary Shares (other than any reclassification  upon a consolidation or merger
to which Section 12.11 applies) shall be deemed to involve (a) a distribution of
such  securities  other than Ordinary  Shares to all holders of Ordinary  Shares
(and the effective date of such reclassification shall be deemed to be "the date
fixed  for  the   determination   of  stockholders   entitled  to  receive  such
distribution" and "the date fixed for such determination"  within the meaning of
paragraph (4) of this  Section),  and (b) a subdivision or  combination,  as the
case may be, of the number of Ordinary Shares  outstanding  immediately prior to
such reclassification into the number of Ordinary Shares outstanding immediately
thereafter (and the effective date of such  reclassification  shall be deemed to
be "the day upon  which such  subdivision  becomes  effective"  or "the day upon
which such combination becomes effective", as the case may be, and "the day upon
which such subdivision or combination  becomes  effective" within the meaning of
paragraph (3) of this Section 12.4).

     (8) For the purpose of any  computation  under  paragraphs (2), (4), (5) or
(6) of this Section 12.4, the current market price per share of Ordinary  Shares
on any date shall be  calculated  by the Company and be the average of the daily
Closing Prices Per Share for the five  consecutive  Trading Days selected by the
Company  commencing  not more than 10 Trading Days before,  and ending not later
than the  earlier of the day in  question  and the day before the "ex" date with
respect to the issuance or distribution requiring such computation. For purposes
of this paragraph,  the term "'ex' date", when used with respect to any issuance
or  distribution,  means the  first  date on which the  Ordinary  Shares  trades
regular way in the applicable  securities market or on the applicable securities
exchange without the right to receive such issuance or distribution.

     (9) No  adjustment  in the  Conversion  Rate shall be required  unless such
adjustment (plus any adjustments not previously made by reason of this paragraph
(9)) would require an

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increase or decrease  of at least one percent in such rate;  provided,  however,
that any  adjustments  which by reason of this paragraph (9) are not required to
be made  shall be carried  forward  and taken  into  account  in any  subsequent
adjustment.  All  calculations  under this Article  shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be.

     (10) The Company may make such  increases in the  Conversion  Rate, for the
remaining  term of the  Securities  or any  shorter  term,  in addition to those
required by paragraphs  (1), (2), (3), (4), (5) and (6) of this Section 12.4, as
it considers to be advisable in order to avoid or diminish any income tax to any
holders of Ordinary Shares  resulting from any dividend or distribution of stock
or issuance of rights or warrants to purchase or subscribe for stock or from any
event treated as such for income tax purposes.  The Company shall have the power
to resolve any  ambiguity  or correct any error in this  paragraph  (10) and its
actions in so doing shall, absent manifest error, be final and conclusive.

     (11)   Notwithstanding  the  foregoing   provisions  of  this  Section,  no
adjustment  of the  Conversion  Rate shall be  required  to be made (a) upon the
issuance  of  Ordinary  Shares  pursuant  to any  present or future plan for the
reinvestment  of dividends  or (b) because of a tender or exchange  offer of the
character  described in Rule 13e-4(h)(5) under the Exchange Act or any successor
rule thereto.

     (12) To the extent  permitted by  applicable  law, the Company from time to
time may  increase the  Conversion  Rate by any amount for any period of time if
the period is at least twenty (20) days, the increase is irrevocable during such
period,  and the Board of Directors  shall have made a  determination  that such
increase  would be in the best  interests  of the Company,  which  determination
shall be  conclusive;  provided,  however,  that no such increase shall be taken
into account for purposes of determining  whether the Closing Price Per Share of
the Ordinary Shares equals or exceeds 105% of the Conversion Price in connection
with an event which would  otherwise be a Change of Control  pursuant to Section
14.4.  Whenever  the  Conversion  Rate is  increased  pursuant to the  preceding
sentence,  the Company  shall give notice of the  increase to the Holders in the
manner  provided in Section 1.6 at least fifteen (15) days prior to the date the
increased  Conversion  Rate  takes  effect,  and such  notice  shall  state  the
increased Conversion Rate and the period during which it will be in effect.

             SECTION 12.5 NOTICE OF ADJUSTMENTS OF CONVERSION RATE.

     Whenever the Conversion Rate is adjusted as herein provided:

     (1) the Company  shall compute the adjusted  Conversion  Rate in accordance
     with  Section  12.4 and  shall  prepare a  certificate  signed by the Chief
     Financial Officer of the Company setting forth the adjusted Conversion Rate
     and showing in  reasonable  detail the facts upon which such  adjustment is
     based,  and such  certificate  shall promptly be filed with the Trustee and
     with each Conversion Agent; and

     (2) upon each such  adjustment,  a notice stating that the Conversion  Rate
     has been adjusted and setting forth the adjusted  Conversion  Rate shall be
     required,  and as soon as

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     practicable  after it is  required,  such  notice  shall be provided by the
     Company to all Holders in accordance with Section 1.6.

     Neither  the Trustee  nor any  Conversion  Agent shall be under any duty or
responsibility  with  respect to any such  certificate  or the  information  and
calculations  contained  therein,  except to  exhibit  the same to any Holder of
Securities  desiring  inspection  thereof at its office during  normal  business
hours.

     SECTION 12.6 NOTICE OF CERTAIN CORPORATE ACTION.

In case:

     (1) the Company shall declare a dividend (or any other distribution) on its
     Ordinary  Shares  payable (i) otherwise  than  exclusively  in cash or (ii)
     exclusively in cash in an amount that would require any adjustment pursuant
     to Section 12.4; or

     (2) the Company shall authorize the granting to all or substantially all of
     the  holders of its  Ordinary  Shares of rights,  options  or  warrants  to
     subscribe  for or purchase  any shares of capital  stock of any class or of
     any other rights; or

     (3)  of  any   reclassification   of  the  Ordinary   Shares,   or  of  any
     consolidation, merger or share exchange to which the Company is a party and
     for which approval of any  stockholders  of the Company is required,  or of
     the conveyance,  sale, transfer or lease of all or substantially all of the
     assets of the Company; or

     (4) of the voluntary or involuntary dissolution,  liquidation or winding up
     of the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of  conversion of  Securities  pursuant to Section  10.2,  and shall
cause to be provided to all Holders in accordance  with Section 1.6, at least 20
days (or 10 days in any case  specified in clause (1) or (2) above) prior to the
applicable record or effective date hereinafter  specified, a notice stating (x)
the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution,  rights,  options or warrants, or, if a record is not to be taken,
the date as of which the holders of Ordinary  Shares of record to be entitled to
such dividend, distribution, rights, options or warrants are to be determined or
(y) the date on which such reclassification,  consolidation, merger, conveyance,
transfer,  sale,  lease,  dissolution,  liquidation or winding up is expected to
become  effective,  and the date as of  which it is  expected  that  holders  of
Ordinary  Shares of record shall be entitled to exchange their  Ordinary  Shares
for securities,  cash or other property deliverable upon such  reclassification,
consolidation,   merger,   conveyance,   transfer,  sale,  lease,   dissolution,
liquidation or winding up. Neither the failure to give such notice or the notice
referred to in the following  paragraph nor any defect  therein shall affect the
legality or validity of the proceedings  described in clauses (1) through (4) of
this Section 12.6. If at the time the Trustee shall not be the conversion agent,
a copy of such notice  shall also  forthwith  be filed by the  Company  with the
Trustee.

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     The Company shall cause to be filed at the Corporate  Trust Office and each
office or agency maintained for the purpose of conversion of Securities pursuant
to Section  10.2,  and shall cause to be  provided to all Holders in  accordance
with  Section 1.6,  notice of any tender offer by the Company or any  Subsidiary
for all or any  portion  of the  Ordinary  Shares at or about the time that such
notice of tender offer is provided to the public generally.

     SECTION 12.7 COMPANY TO RESERVE ORDINARY SHARES.

     The  Company  shall at all  times  reserve  and keep  available,  free from
preemptive  rights,  out of its authorized but unissued Ordinary Shares, for the
purpose of effecting the conversion of  Securities,  the full number of Ordinary
Shares then issuable upon the conversion of all Outstanding Securities.

     SECTION 12.8 TAXES ON CONVERSIONS.

     Except as provided in the next  sentence,  the Company will pay any and all
taxes and duties  that may be payable  in  respect of the issue or  delivery  of
Ordinary Shares on conversion of Securities  pursuant hereto.  The Company shall
not, however, be required to pay any tax or duty which may be payable in respect
of any transfer  involved in the issue and delivery of Ordinary Shares in a name
other than that of the Holder of the Security or Securities to be converted, and
no such issue or delivery  shall be made unless and until the Person  requesting
such issue has paid to the  Company  the amount of any such tax or duty,  or has
established  to the  satisfaction  of the Company that such tax or duty has been
paid.

     SECTION 12.9 COVENANT AS TO ORDINARY SHARES.

     The Company  agrees that all Ordinary  Shares  which may be delivered  upon
conversion of Securities, upon such delivery, will have been duly authorized and
validly issued and will be fully paid and nonassessable  and, except as provided
in Section 12.8, the Company will pay all taxes,  liens and charges with respect
to the issue thereof.

     SECTION 12.10 CANCELLATION OF CONVERTED SECURITIES.

     All Securities  delivered for conversion  shall be delivered to the Trustee
or its agent to be canceled by or at the  direction of the Trustee,  which shall
dispose of the same as provided in Section 3.9.

     SECTION 12.11 PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS.

     In case of any  consolidation  or  merger of the  Company  with or into any
other Person,  any merger of another Person with or into the Company (other than
a merger which does not result in any reclassification,  conversion, exchange or
cancellation  of outstanding  Ordinary Shares of the Company) or any conveyance,
sale,  transfer  or  lease  of all or  substantially  all of the  assets  of the
Company,  the Person formed by such  consolidation or resulting from such merger
or which acquires such assets,  as the case may be, shall execute and deliver to
the Trustee a supplemental  indenture providing that the Holder of each Security
then  Outstanding  shall  have the right

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thereafter, during the period such Security shall be convertible as specified in
Section  12.1,  to  convert  such  Security  only  into the kind and  amount  of
securities, cash and other property receivable upon such consolidation,  merger,
conveyance, sale, transfer or lease by a holder of the number of Ordinary Shares
of the Company into which such Security  might have been  converted  immediately
prior to such  consolidation,  merger,  conveyance,  sale,  transfer  or  lease,
assuming  such holder of Ordinary  Shares of the Company (i) is not (A) a Person
with which the Company  consolidated or merged with or into or which merged into
or with the  Company or to which such  conveyance,  sale,  transfer or lease was
made,  as the case may be (a  "Constituent  Person"),  or (B) an  Affiliate of a
Constituent  Person and (ii) failed to exercise his rights of election,  if any,
as to the kind or amount of securities,  cash and other property receivable upon
such consolidation,  merger, conveyance,  sale, transfer or lease (provided that
if the kind or amount of  securities,  cash and other property  receivable  upon
such consolidation, merger, conveyance, sale, transfer, or lease is not the same
for  each  Ordinary  Share  of  the  Company  held  immediately  prior  to  such
consolidation,  merger,  conveyance,  sale,  transfer  or lease by others than a
Constituent  Person or an Affiliate  thereof and in respect of which such rights
of election shall not have been exercised  ("Non-electing  Share"), then for the
purpose of this Section 12.11 the kind and amount of securities,  cash and other
property receivable upon such consolidation,  merger, conveyance, sale, transfer
or lease by the  holders of each  Non-electing  Share  shall be deemed to be the
kind and  amount so  receivable  per share by a  plurality  of the  Non-electing
Shares).  Such supplemental  indenture shall provide for adjustments  which, for
events subsequent to the effective date of such supplemental indenture, shall be
as nearly  equivalent as may be practicable to the  adjustments  provided for in
this Article.  The above  provisions of this Section 12.11 shall similarly apply
to successive consolidations,  mergers, conveyances, sales, transfers or leases.
Notice of the execution of such a supplemental  indenture  shall be given by the
Company to the Holder of each  Security as provided in Section 1.6 promptly upon
such execution.

     Neither  the  Trustee  nor  any   Conversion   Agent  shall  be  under  any
responsibility  to determine the correctness of any provisions  contained in any
such supplemental  indenture  relating either to the kind or amount of shares of
stock  or  other  securities  or  property  or cash  receivable  by  Holders  of
Securities upon the conversion of their Securities after any such consolidation,
merger,  conveyance,  transfer, sale or lease or to any such adjustment, but may
accept as conclusive  evidence of the  correctness of any such  provisions,  and
shall be protected in relying upon, an Opinion of Counsel with respect  thereto,
which the Company shall cause to be furnished to the Trustee upon request.

     SECTION 12.12 RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS.

     The Trustee,  subject to the  provisions of Section 6.1, and any Conversion
Agent shall not at any time be under any duty or responsibility to any Holder of
Securities to determine whether any facts exist which may require any adjustment
of the  Conversion  Rate,  or with  respect  to the nature or extent of any such
adjustment when made, or with respect to the method  employed,  or therein or in
any  supplemental  indenture  provided to be  employed,  in making the same,  or
whether a  supplemental  indenture  need be entered  into.  Neither the Trustee,
subject to the  provisions  of Section  6.1, nor any  Conversion  Agent shall be
accountable with respect to the validity or value (or the kind or amount) of any
Ordinary  Shares,  or of any other  securities or

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<PAGE>

property  or  cash,  which  may at any  time be  issued  or  delivered  upon the
conversion of any Security;  and it or they do not make any representation  with
respect thereto.  Neither the Trustee, subject to the provisions of Section 6.1,
nor any Conversion  Agent shall be responsible for any failure of the Company to
make or calculate any cash payment or to issue, transfer or deliver any Ordinary
Shares or share  certificates  or other  securities or property or cash upon the
surrender  of any  Security  for the  purpose of  conversion;  and the  Trustee,
subject to the provisions of Section 6.1, and any Conversion  Agent shall not be
responsible  for any failure of the Company to comply with any of the  covenants
of the Company contained in this Article.

                                  ARTICLE XIII
                                    [OMITTED]

                                  ARTICLE XIV
              REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER


SECTION 14.1 RIGHT TO REQUIRE REPURCHASE.

     (i) On June 1, 2004 and June 1, 2006 and (ii) in the event that a Change in
Control (as hereinafter  defined) shall occur, each Holder shall have the right,
at the  Holder's  option,  but subject to the  provisions  of Section  14.2,  to
require  the  Company to  repurchase,  and upon the  exercise  of such right the
Company shall repurchase, all of such Holder's Securities not theretofore called
for redemption,  or any portion of the principal amount thereof that is equal to
U.S. $1,000 or any integral  multiple of U.S. $1,000 in excess thereof (provided
that no single  Security  may be  repurchased  in part unless the portion of the
principal  amount of such Security to be  Outstanding  after such  repurchase is
equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), on
a date (the  "Repurchase  Date")  that is (i) within  the five days  immediately
after  June 1, 2004 or June 1,  2006,  as  applicable,  or (ii) in the case of a
redemption  upon a Change of  Control,  45 days  after  the date of the  Company
Notice (as defined in Section  14.3),  in each case at a purchase price equal to
100% of the principal  amount of the Securities to be repurchased  plus interest
accrued to the Repurchase Date (the "Repurchase Price"); provided, however, that
installments  of interest on Securities  whose Stated Maturity is on or prior to
the Repurchase Date shall be payable to the Holders of such  Securities,  or one
or more Predecessor  Securities,  registered as such on the relevant Record Date
according  to their  terms and the  provisions  of  Section  3.7.  Such right to
require the repurchase of the Securities shall not continue after a discharge of
the Company from its  obligations  with respect to the  Securities in accordance
with Article IV, unless a Change in Control  shall have  occurred  prior to such
discharge.  At the option of the Company,  the  Repurchase  Price may be paid in
cash or,  subject to the  fulfillment by the Company of the conditions set forth
Section 14.2, by delivery of Ordinary Shares having a fair market value equal to
the Repurchase Price.  Whenever in this Indenture (including Sections 2.2, 3.1 ,
5.1(1) and 5.8) there is a reference,  in any context,  to the  principal of any
Security as of any time, such reference shall be deemed to include  reference to
the Repurchase Price payable in respect of such Security to the extent that such
Repurchase  Price is,  was or would be so  payable  at such  time,  and  express
mention of the Repurchase  Price in any provision of this Indenture

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<PAGE>

shall not be construed as excluding the Repurchase  Price in those provisions of
this Indenture when such express mention is not made.

     SECTION 14.2  CONDITIONS  TO THE COMPANY'S  ELECTION TO PAY THE  REPURCHASE
PRICE IN ORDINARY SHARES.

     The Company may elect to pay the  Repurchase  Price by delivery of Ordinary
Shares  pursuant to Section 14.1 if and only if the following  conditions  shall
have been satisfied:

     (1) The Ordinary  Shares  deliverable  in payment of the  Repurchase  Price
shall have a fair market  value as of the  Repurchase  Date of not less than the
Repurchase  Price.  For purposes of Section 14.1 and this Section 14.2, the fair
market value of Ordinary  Shares shall be determined by the Company and shall be
equal to, in the case of a  repurchase  required  by a Holder on June 1, 2004 or
June 1, 2006,  100% and, in the case of a repurchase in the event of a Change of
Control,  95% of the average of the Closing  Prices Per Ordinary  Shares for the
five  consecutive  Trading Days  immediately  preceding  and including the third
Business Day prior to the  Repurchase  Date (if the third  Business Day prior to
the  applicable  Repurchase  Date is a  Trading  Day,  or if not,  then the last
Trading Day prior to the third Business Day).

     (2) The  Repurchase  Price  shall be paid  only in cash to a Holder  in the
event any Ordinary  Shares to be issued upon  repurchase of Securities  owned by
such Holder hereunder (i) require  registration under any federal securities law
before  such  shares may be freely  transferable  without  being  subject to any
transfer  restrictions  under the  Securities  Act upon  repurchase  and if such
registration  is not  completed  or  does  not  become  effective  prior  to the
Repurchase  Date,  and/or  (ii)  require  registration  with or  approval of any
governmental  authority under any state law or any other federal law before such
shares  may  be  validly  issued  or  delivered  upon  repurchase  and  if  such
registration  is not completed or does not become  effective or such approval is
not obtained prior to the Repurchase Date;

     (3)  Payment of the  Repurchase  Price may not be made in  Ordinary  Shares
unless such stock is, or shall have been,  approved  for listing on the New York
Stock  Exchange  or listed on a national  securities  exchange  or quoted on the
Nasdaq National Market, in each case, prior to the Repurchase Date; and

     (4) All Ordinary  Shares which may be issued upon  repurchase of Securities
will be issued out of the Company's authorized but unissued Ordinary Shares and,
will upon issue,  be duly and validly  issued and fully paid and  non-assessable
and free of any preemptive or similar rights.

     If all of the  conditions  set forth in this Section 14.2 are not satisfied
in accordance with the terms thereof,  the Repurchase Price shall be paid by the
Company only in cash.

     SECTION 14.3 NOTICES; METHOD OF EXERCISING REPURCHASE RIGHT, ETC.

     (1) Unless the Company shall have theretofore  called for redemption all of
the Outstanding Securities, (i) on or before the 20th Business Day prior to June
1, 2004 or June 1,

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2006, if the Company intends to pay the Repurchase Price on such Repurchase Date
by  delivery  of  Ordinary  Shares,  or (ii) on or before the 30th day after the
occurrence of a Change in Control, the Company or, at the request and expense of
the Company within the applicable  time period,  the Trustee,  shall give to all
Holders of  Securities,  in the manner  provided  in Section  1.6,  notice  (the
"Company Notice") of (i) the Company's  intention of paying the Repurchase Price
by delivery of Ordinary  Shares or (ii) the  occurrence of the Change of Control
and of the repurchase  right set forth herein arising as a result  thereof.  The
Company  shall also deliver (i) a copy of such notice of a  repurchase  right to
the Trustee and (ii) make a public  announcement  thereof by release made to Dow
Jones & Company,  Inc. or Bloomberg Business News, or publish the information on
its Web site or through such other public means as it may use at that time.

     Each notice of a repurchase right shall state:

     (i) the Repurchase Date,

     (ii) the date by which the repurchase right must be exercised,

     (iii) the Repurchase  Price, and whether the Repurchase Price shall be paid
by the  Company in cash or by delivery  of  Ordinary  Shares or any  combination
thereof, specifying the percentage of each,

     (iv) a description of the procedure  which a Holder must follow to exercise
a repurchase  right,  and the place or places where such  Securities,  are to be
surrendered for payment of the Repurchase Price and accrued interest, if any,

     (v) that on the Repurchase Date the Repurchase Price, and accrued interest,
if any,  will become due and payable upon each such  Security  designated by the
Holder to be repurchased, and that interest thereon shall cease to accrue on and
after said date,

     (vi) the  Conversion  Rate then in  effect,  the date on which the right to
convert the principal  amount of the Securities to be repurchased will terminate
and the place or places where such Securities may be surrendered for conversion,
and

     (vii) the place or places that the Security  certificate  with the Election
of Holder to Require  Repurchase as specified in Section 2.2 shall be delivered,
and if the  Security  is a  Restricted  Security  the place or  places  that the
Surrender Certificate required by Section 14.3(9) shall be delivered.

     No failure of the Company to give the foregoing  notices or defect  therein
shall  limit any Holder' s right to  exercise a  repurchase  right or affect the
validity of the proceedings for the repurchase of Securities.

     If any of the foregoing  provisions or other provisions of this Article XIV
are inconsistent with applicable law, such law shall govern.

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     (2) To exercise a repurchase  right, a Holder shall deliver to the Trustee,
(i) any time from the 20th Business Day prior to June 1, 2004 or June 1, 2006 to
the close of  business  on the last day prior to June 1, 2004 or June 1, 2006 or
(ii) in the event of a Change  of  Control  on or before  the 30th day after the
date of the Company Notice (A) written  notice of the Holder's  exercise of such
right, which notice shall set forth the name of the Holder, the principal amount
of the Securities to be  repurchased  (and, if any Security is to repurchased in
part, the serial number thereof,  the portion of the principal amount thereof to
be repurchased and the name of the Person in which the portion thereof to remain
Outstanding  after such  repurchase is to be registered) and a statement that an
election to exercise the  repurchase  right is being made  thereby,  and, in the
event that the Repurchase  Price shall be paid in Ordinary  Shares,  the name or
names (with  addresses) in which the  certificate or  certificates  for Ordinary
Shares  shall  be  issued  and,  in the  event  the  Company  elects  to pay the
Repurchase  Price in Ordinary  Shares,  in whole or in part,  but the Repurchase
Price is ultimately to be paid to the Holder entirely in cash because any of the
conditions to payment of the Repurchase Price or portion of the Repurchase Price
in Ordinary  Shares is not satisfied  prior to the close of business on the last
day prior to the Repurchase Date,  whether the Holder elects to (a) withdraw the
repurchase  notice as to some or all of the  Securities to which it relates,  or
(b) receive cash in respect of the entire Repurchase Price for all Securities or
portions of Securities  subject to the repurchase notice (if the Holder fails to
indicate the Holder's  choice with respect to the  election,  the Holder will be
deemed to have elected to receive cash in respect of the entire Repurchase Price
for all Securities subject to the repurchase notice in these circumstances), and
(B) the  Securities  with  respect  to  which  the  repurchase  right  is  being
exercised.  A Holder may withdraw any  repurchase  notice by a written notice of
withdrawal  delivered  to the Paying Agent prior to the close of business on the
last day prior to the Repurchase  Date. The notice of withdrawal must state: (i)
the  principal  amount  of  the  withdrawn  Securities;   (ii)  if  certificated
Securities  have  been  issued,   the  certificate   numbers  of  the  withdrawn
Securities, or if not certificated,  the notice must comply with appropriate DTC
procedures; and (iii) the principal amount, if any, which remains subject to the
repurchase notice.

     (3) In the event a repurchase  right shall be exercised in accordance  with
the terms  hereof,  the Company shall pay or cause to be paid to the Trustee the
Repurchase Price in cash or Ordinary  Shares,  as provided above, for payment to
the Holder on the  Repurchase  Date or, if  Ordinary  Shares are to be paid,  as
promptly after the  Repurchase  Date as  practicable,  together with accrued and
unpaid interest to the Repurchase Date payable with respect to the Securities as
to which  the  repurchase  right has been  exercised;  provided,  however,  that
installments of interest that mature on or prior to the Repurchase Date shall be
payable in cash to the Holders of such  Securities,  or one or more  Predecessor
Securities,  registered as such at the close of business on the relevant Regular
Record Date.

     (4) If any Security (or portion  thereof)  surrendered for repurchase shall
not be so paid on the Repurchase Date, the principal amount of such Security (or
portion  thereof,  as the case may be) shall,  until paid,  bear interest to the
extent permitted by applicable law from the Repurchase Date at the rate of 2.00%
per annum, and each Security shall remain convertible into Ordinary Shares until
the  principal of such Security (or portion  thereof,  as the case may be) shall
have been paid or duly provided for.

                                       90

<PAGE>

     (5)  Any  Security  which  is to be  repurchased  only  in  part  shall  be
surrendered to the Trustee (with, if the Company or the Trustee so requires, due
endorsement by, or a written  instrument of transfer in form satisfactory to the
Company and the Trustee  duly  executed  by, the Holder  thereof or his attorney
duly  authorized  in writing),  and the Company shall  execute,  and the Trustee
shall  authenticate  and make  available  for  delivery  to the  Holder  of such
Security  without  service  charge,  a new  Security or  Securities,  containing
identical terms and conditions,  each in an authorized denomination in aggregate
principal amount equal to and in exchange for the  unrepurchased  portion of the
principal of the Security so surrendered.

     (6) Any  issuance of  Ordinary  Shares in respect of the  Repurchase  Price
shall be deemed to have been effected immediately prior to the close of business
on the  Repurchase  Date and the  Person or  Persons  in whose name or names any
certificate  or  certificates  for Ordinary  Shares shall be issuable  upon such
repurchase  shall be deemed to have become on the Repurchase  Date the holder or
holders of record of the shares represented thereby; provided, however, that any
surrender for  repurchase on a date when the stock transfer books of the Company
shall be closed  shall  constitute  the Person or Persons in whose name or names
the certificate or  certificates  for such shares are to be issued as the record
holder or holders  thereof  for all  purposes  at the opening of business on the
next  succeeding  day on which such stock transfer books are open. No payment or
adjustment  shall be made for dividends or  distributions on any Ordinary Shares
issued upon repurchase of any Security declared prior to the Repurchase Date.

     (7) No fractions of shares shall be issued upon  repurchase of  Securities.
If more than one  Security  shall be  repurchased  from the same  Holder and the
Repurchase Price shall be payable in Ordinary Shares,  the number of full shares
which shall be issuable upon such  repurchase  shall be computed on the basis of
the aggregate principal amount of the Securities so repurchased.  Instead of any
fractional  Ordinary  Shares which would otherwise be issuable on the repurchase
of any Security or Securities, the Company will deliver to the applicable Holder
its check for the current  market value of such  fractional  share.  The current
market value of a fraction of a share is determined by  multiplying  the current
market  price of a full share by the  fraction,  and  rounding the result to the
nearest  cent.  For  purposes of this  Section,  the current  market price of an
Ordinary  Share is the  Closing  Price Per Share of the  Ordinary  Shares on the
Trading Day immediately preceding the Repurchase Date.

     (8) Any  issuance  and  delivery of  certificates  for  Ordinary  Shares on
repurchase  of  Securities  shall  be  made  without  charge  to the  Holder  of
Securities  being  repurchased  for such  certificates or for any tax or duty in
respect of the  issuance  or  delivery of such  certificates  or the  securities
represented thereby;  provided,  however, that the Company shall not be required
to pay any tax or duty  which may be  payable  in  respect  of (i) income of the
Holder or (ii) any transfer involved in the issuance or delivery of certificates
for  Ordinary  Shares in a name other than that of the Holder of the  Securities
being  repurchased,  and no such  issuance or delivery  shall be made unless and
until the Person  requesting  such  issuance or delivery has paid to the Company
the amount of any such tax or duty or has  established,  to the  satisfaction of
the Company, that such tax or duty has been paid.

                                       91

<PAGE>

     (9) If Ordinary Shares to be delivered upon repurchase of a Security are to
be  registered  in a name  other  than  that  of the  beneficial  owner  of such
Security,  then such Holder must deliver to the Trustee a Surrender Certificate,
dated the date of  surrender  of such  Restricted  Security  and  signed by such
beneficial owner, as to compliance with the restrictions on transfer  applicable
to such Restricted  Security.  Neither the Trustee nor any Registrar or Transfer
Agent or other agents shall be required to register in a name other than that of
the  beneficial  owner  Ordinary  Shares  issued  upon  repurchase  of any  such
Restricted  Security  not  so  accompanied  by a  properly  completed  Surrender
Certificate.

     (10) All  Securities  delivered  for  repurchase  shall be delivered to the
Trustee to be canceled at the  direction of the Trustee,  which shall dispose of
the same as provided in Section 3.9.

     SECTION 14.4 CERTAIN DEFINITIONS.

     For purposes of this Article XIV,

     (1) the term "beneficial owner" shall be determined in accordance with Rule
13d-3,  as in effect on the date of the original  execution  of this  Indenture,
promulgated by the Commission pursuant to the Exchange Act;

     (2) a "Change in  Control"  shall be deemed to have  occurred  at the time,
after the original issuance of the Securities, of:

     (i) the acquisition by any Person  (including any syndicate or group deemed
to be a "person"  under  Section  13(d)(3) of the  Exchange  Act) of  beneficial
ownership,  directly  or  indirectly,   through  a  purchase,  merger  or  other
acquisition transaction or series of transactions, of shares of capital stock of
the Company  entitling  such person to exercise  50% or more of the total voting
power of all shares of capital stock of the Company  entitled to vote  generally
in the elections of directors,  other than any such  acquisition by the Company,
any  subsidiary of the Company or any employee  benefit plan of the Company,  so
long as any such  acquisition  does not  result,  directly or  indirectly,  in a
"going private transaction" within the meaning of the Exchange Act; or

     (ii) any  consolidation of the Company with, or merger of the Company into,
any other  Person,  any  merger  of  another  Person  into the  Company,  or any
conveyance, sale, transfer or lease of all or substantially all of the assets of
the Company to another  Person  (other than (a) any such  transaction  (x) which
does not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of capital stock of the Company and (y) pursuant to which the
holders of the Ordinary Shares  immediately  prior to such  transaction have the
entitlement to exercise, directly or indirectly, 50% or more of the total voting
power of all shares of capital stock  entitled to vote generally in the election
of directors of the continuing or surviving  corporation  immediately after such
transaction  and  (b)  any  merger  which  is  effected  solely  to  change  the
jurisdiction of incorporation of the Company and results in a  reclassification,
conversion  or exchange of  outstanding  Ordinary  Shares into solely  shares of
common stock);  provided,  however, that a Change in Control shall not be deemed
to have occurred if (I) the

                                       92

<PAGE>

Closing Price Per Share of the Ordinary  Shares for any five Trading Days within
the period of 10 consecutive  Trading Days ending immediately after the later of
the Change in Control or the public  announcement  of the Change in Control  (in
the case of a Change in  Control  under  clause  (i)  above) or the period of 10
consecutive Trading Days ending immediately before the Change in Control (in the
case of a Change in Control  under clause (ii) above) shall equal or exceed 105%
of the Conversion  Price of the Securities in effect on each such Trading Day or
(II) all of the consideration (excluding cash payments for fractional shares and
cash  payments  made pursuant to  dissenters'  appraisal  rights) in a merger or
consolidation otherwise constituting a Change of Control under clause (i) and/or
clause  (ii)  above  consists  of shares of common  stock  traded on a  national
securities  exchange  or quoted on the  Nasdaq  National  Market  (or will be so
traded or quoted  immediately  following such merger or consolidation)  and as a
result of such merger or consolidation  the Securities  become  convertible into
such common stock.

     (3) the term  "Conversion  Price"  shall equal U.S.  $1,000  divided by the
Conversion Rate (rounded to the nearest cent); and

     (4) for purposes of Section 14.4(2)(i), the term "person" shall include any
syndicate or group which would be deemed to be a "person" under Section 13(d)(3)
of the Exchange Act, as in effect on the date of the original  execution of this
Indenture.

     SECTION 14.5 CONSOLIDATION, MERGER, ETC.

     In the case of any consolidation,  conveyance,  sale,  transfer or lease of
all or  substantially  all of the assets of the Company to which  Section  12.11
applies, in which the Ordinary Shares of the Company are changed or exchanged as
a result  into the right to  receive  shares of stock  and other  securities  or
property  or assets  (including  cash)  which  includes  Ordinary  Shares of the
Company or common stock of another  Person that are, or upon  issuance  will be,
traded on a United States national  securities  exchange or approved for trading
on an established automated over-the-counter trading market in the United States
and such shares constitute at the time such change or exchange becomes effective
in excess of 50% of the aggregate  fair market value of such shares of stock and
other  securities,  property and assets  (including  cash) (as determined by the
Company,  which determination shall be conclusive and binding),  then the Person
formed by such  consolidation  or resulting  from such merger or  combination or
which acquires the properties or assets (including cash) of the Company,  as the
case may be, shall execute and deliver to the Trustee a  supplemental  indenture
(which  shall  comply  with the Trust  Indenture  Act as in force at the date of
execution of such  supplemental  indenture)  modifying  the  provisions  of this
Indenture  relating to the right of Holders to cause the  Company to  repurchase
the Securities  following a Change in Control,  including without limitation the
applicable  provisions of this Article XIV and the  definitions  of the Ordinary
Shares and Change in Control, as appropriate, and such other related definitions
set forth herein as determined in good faith by the Company (which determination
shall be conclusive and binding),  to make such provisions apply in the event of
a  subsequent  Change of Control to the common  stock and the issuer  thereof if
different  from the Company and  Ordinary  Shares of the Company (in lieu of the
Company and the Ordinary Shares of the Company).

                                       93

<PAGE>

                                   ARTICLE XV
                      HOLDERS LISTS AND REPORTS BY TRUSTEE
                            AND COMPANY; NON-RECOURSE

     SECTION 15.1 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

     The Company will furnish or cause to be furnished to the Trustee:

     (1)  semi-annually,  not more than 15 days after the Regular Record Date, a
list,  in such form as the  Trustee  may  reasonably  require,  of the names and
addresses of the Holders of Securities as of such Regular Record Date, and

     (2) at such other times as the Trustee may  reasonably  request in writing,
within 30 days after the receipt by the Company of any such  request,  a list of
similar  form and  content  as of a date not more than 15 days prior to the time
such list is furnished;  provided,  however, that no such list need be furnished
so long as the Trustee is acting as Security Registrar.

     SECTION 15.2 PRESERVATION OF INFORMATION.

     (1) The  Trustee  shall  preserve,  in as  current a form as is  reasonably
practicable,  the names and  addresses  of Holders  contained in the most recent
list  furnished  to the Trustee as  provided  in Section  15.1 and the names and
addresses  of Holders  received  by the  Trustee  in its  capacity  as  Security
Registrar. The Trustee may destroy any list, if any, furnished to it as provided
in Section 15.1 upon receipt of a new list so furnished.

     (2) After this Indenture has been qualified  under the Trust Indenture Act,
the rights of Holders to  communicate  with other  Holders with respect to their
rights  under this  Indenture  or under the  Securities,  and the  corresponding
rights, and duties of the Trustee,  shall be as provided by the Trust  Indenture
Act.

     (3) Every Holder of Securities,  by receiving and holding the same,  agrees
with the Company and the  Trustee  that  neither the Company nor the Trustee nor
any  agent  of  either  of them  shall  be held  accountable  by  reason  of any
disclosure of  information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

     SECTION 15.3 [OMITTED]

     SECTION 15.4 REPORTS BY TRUSTEE.

     (1) After this Indenture has been qualified  under the Trust Indenture Act,
the Trustee shall  transmit to Holders such reports  concerning  the Trustee and
its  actions  under this  Indenture  as may be  required  pursuant  to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

     (2) After this Indenture has been qualified under the Trust Indenture Act a
copy of each such report shall, at the time of such transmission to Holders,  be
filed by the Trustee  with

                                       94

<PAGE>

each stock exchange upon which the  Securities  are listed,  with the Commission
and with the Company.  The Company  will notify the Trustee when the  Securities
are listed on any stock exchange.

     SECTION 15.5 REPORTS BY COMPANY.

     After this Indenture has been qualified  under the Trust Indenture Act, the
Company shall file with the Trustee and the Commission, and transmit to Holders,
such information,  documents and other reports,  and such summaries thereof,  as
may be  required  pursuant  to the Trust  Indenture  Act at the times and in the
manner  provided  pursuant  to such  Act;  provided  that any such  information,
documents  or reports  required  to be filed  with the  Commission  pursuant  to
Section 13 or 15(d) of the  Securities  Exchange Act of 1934 shall be filed with
the  Trustee  within 15 days after the same is so  required to be filed with the
Commission.

                                  ARTICLE XVI
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

     SECTION 16.1 INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.

     No recourse  for the  payment of the  principal  of or premium,  if any, or
interest on any Security or for any claim based  thereon or otherwise in respect
thereof and no recourse under or upon any  obligation,  covenant or agreement of
the  Company  in  this  Indenture  or in any  supplemental  indenture  or in any
Security or for any claim based  thereon or  otherwise  in respect  thereof,  or
because of the creation of any indebtedness  represented  thereby,  shall be had
against any incorporator,  stockholder, employee, agent, officer, or director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation,  whether by virtue of any constitution,  statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood  that all such liability is hereby waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issue of
the Securities and by accepting a Security,  each Holder shall waive and release
all such liability.

     This  instrument  may be  executed in any number of  counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.

                                       95

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Indenture to be
duly executed as of the day and year first above written.

                                  AMDOCS LIMITED


                                  By:  ________________________________
                                       Name:
                                       Title:


                                       ________________________________
                                       Name:
                                       Title:




                                  UNITED STATES TRUST COMPANY OF NEW YORK,
                                  as Trustee


                                  By:  ________________________________
                                       Name:
                                       Title:


                                       96

<PAGE>

                            ANNEX A -- Form of Restricted Securities Certificate


                        RESTRICTED SECURITIES CERTIFICATE
             (For transfers pursuant to Section 3.5(2)(ii) and (iii)
                                of the Indenture)


United States Trust Company of New York
114 West 47th Street
25th Floor
New York, NY 10036-1532

         Re:  2% Convertible Notesdue
              June 1, 2008 of Amdocs Limited (the "Securities")

     Reference  is  made  to the  Indenture,  dated  as of  May  30,  2001  (the
"Indenture"), from Amdocs Limited (the "Company") to United States Trust Company
of New York, as Trustee. Terms used herein and defined in the Indenture or Rule
144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein
as so defined.

     This certificate  relates to U.S. $________ principal amount of Securities,
which  are   evidenced  by  the   following   certificate(s)   (the   "Specified
Securities"):

     CUSIP No.__________________________

     CERTIFICATE No(s)._________________

     The  person  in  whose  name  this   certificate  is  executed  below  (the
"Undersigned")  hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial  owner or owners are referred to herein  collectively as the "Owner".
If the Specified Securities are represented by a Global Security,  they are held
through the Depositary or an Agent Member in the name of the Undersigned,  as or
on behalf of the Owner.  If the Specified  Securities  are not  represented by a
Global Security,  they are registered in the name of the  Undersigned,  as or on
behalf of the Owner.

     The Owner has requested  that the Specified  Securities be transferred to a
person (the  "Transferee")  who will take  delivery in the form of a  Restricted
Security.  In connection  with such transfer,  the Owner hereby  certifies that,
unless such  transfer is being  effected  pursuant to an effective  registration
statement under the Securities Act, it is being effected in accordance with Rule
144A or Rule 144 under the Securities Act or to an  institutional  investor that
is an accredited investor within the meaning of Rule 501(A)(1),  (2), (3) or (7)
of Regulation D under the Securities  Act and in accordance  with all applicable
securities  laws of the  states of the United  States  and other  jurisdictions.
Accordingly, the Owner hereby meets the following applicable requirements:

                                       97

<PAGE>

     (1) Rule 144A  Transfers.  If the transfer is being  effected in accordance
with Rule 144A, the Owner certifies:

     (A) the Specified  Securities  are being  transferred  to a person that the
Owner and any person  acting on its behalf  reasonably  believe is a  "qualified
institutional  buyer"  within the  meaning of Rule 144A,  acquiring  for its own
account or for the account of a qualified institutional buyer; and

     (B) the Owner and any  person  acting on its behalf  have taken  reasonable
steps to ensure  that the  Transferee  is aware that the Owner may be relying on
Rule 144A in connection with the transfer; and

     (2) Rule 144 Transfers.  If the transfer is being effected pursuant to Rule
144, the Owner certifies:

     (A) the transfer is occurring  after a holding  period of at least one year
(computed in  accordance  with  paragraph (d) of Rule 144) has elapsed since the
date  the  Specified  Securities  were  acquired  from  the  Company  or from an
affiliate  (as such term is defined in Rule 144) of the  Company,  whichever  is
later, and is being effected in accordance with the applicable amount, manner of
sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; or

     (B) the  transfer  is  occurring  after a period  of at least two years has
elapsed since the date the Specified  Securities  were acquired from the Company
or from an  affiliate  (as such term is  defined  in Rule  144) of the  Company,
whichever is later,  and the Owner is not, and during the preceding three months
has not been, an affiliate of the Company.

     (3) Transfers to Institutional  Accredited Investors. If the transfer is to
an institutional  investor that is an accredited  investor within the meaning of
Rule  501(A)(1),  (2), (3) or (7) of  Regulation D under the  Securities  Act, a
signed letter containing certain  representations and agreements relating to the
restrictions on transfer of the Securities and an opinion of counsel  acceptable
to the Company, that the transfer is exempt from registration,  must be supplied
to the Trustee prior to such transfer.

                                       98

<PAGE>

     This  certificate  and the  statements  contained  herein are made for your
benefit and the benefit of the Company and the Initial Purchaser.

Dated:    ________________________________

          (Print  the name of the  Undersigned,  as such term is  defined in the
          second paragraph of this certificate.)

          By:___________________________
              Name:
              Title:

          (If the  Undersigned is a corporation,  partnership or fiduciary,  the
          title of the  person  signing  on  behalf of the  Undersigned  must be
          stated.)

                                       99

<PAGE>

                          ANNEX B -- Form of Unrestricted Securities Certificate


                       UNRESTRICTED SECURITIES CERTIFICATE

    (For removal of Restricted Securities Legend pursuant to Section 3.5(3))


United States Trust Company of New York
114 West 47th Street
25th Floor
New York, NY 10036-1532

         Re:  2% Convertible Notes due
              June 1, 2008 of Amdocs Limited (the "Securities")

     Reference  is  made  to the  Indenture,  dated  as of  May  30,  2001  (the
"Indenture"), from Amdocs Limited (the "Company") to United States Trust Company
of New York, as Trustee.  Terms used herein and defined in the Indenture or Rule
144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein
as so defined.

     This  certificate  relates  to  U.S.$_______________  principal  amount  of
Securities,  which are evidenced by the following certificate(s) (the "Specified
Securities"):

     CUSIP No.__________________________

     CERTIFICATE No(s)._________________

     The  person  in  whose  name  this   certificate  is  executed  below  (the
"Undersigned")  hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial  owner or owners are referred to herein  collectively as the "Owner".
If the Specified Securities are represented by a Global Security,  they are held
through the Depositary or an Agent Member in the name of the Undersigned,  as or
on behalf of the Owner.  If the Specified  Securities  are not  represented by a
Global Security,  they are registered in the name of the  Undersigned,  as or on
behalf of the Owner.

     The Owner has  requested  that the  Specified  Securities  be exchanged for
Securities bearing no Restricted Securities Legend pursuant to Section 3.5(3) of
the Indenture. In connection with such exchange, the Owner hereby certifies that
the  exchange is  occurring  either (i) after a period of at least two years has
elapsed since the date the Specified  Securities  were acquired from the Company
or from an  "affiliate"  (as such term is defined  in Rule 144) of the  Company,
whichever is later,  and the Owner is not, and during the preceding three months
has not been,  an  affiliate  of the Company or (ii)  pursuant  to an  effective
registration  statement  under the Securities  Act. The Owner also  acknowledges
that any future  transfers  of the  Specified

                                      100

<PAGE>

Securities must comply with all applicable  securities laws of the states of the
United States and other jurisdictions.

     This  certificate  and the  statements  contained  herein are made for your
benefit and the benefit of the Company and the Initial Purchaser.

Dated:    ________________________________

          (Print  the name of the  Undersigned,  as such term is  defined in the
          second paragraph of this certificate.)

          By:___________________________
          Name:
          Title:

          (If the  Undersigned is a corporation,  partnership or fiduciary,  the
          title of the  person  signing  on  behalf of the  Undersigned  must be
          stated.)


                                      101

<PAGE>

                                        ANNEX C -- Form of Surrender Certificate


     In  connection  with the  certification  contemplated  by  Section  12.2 or
14.3(9) relating to compliance with certain  restrictions  relating to transfers
of Restricted Securities,  such certification shall be provided substantially in
the form of the following  certificate,  with only such changes thereto as shall
be approved by the Company and Goldman, Sachs & Co.:

                                   CERTIFICATE

                                 AMDOCS LIMITED

                      2% CONVERTIBLE NOTES DUE JUNE 1, 2008

     This is to certify that as of the date hereof with respect to U.S.  $______
principal  amount  of the  above-captioned  securities  surrendered  on the date
hereof (the  "Surrendered  Securities")  for  registration  of transfer,  or for
conversion or repurchase  where the securities  issuable upon such conversion or
repurchase  are to be  registered  in a name other than that of the  undersigned
Holder (each such transaction  being a "transfer"),  the undersigned  Holder (as
defined in the Indenture) certifies that the transfer of Surrendered  Securities
associated with such transfer complies with the restrictive  legend set forth on
the face of the Surrendered Securities for the reason checked below:

     _________ The transfer of the Surrendered Securities complies with Rule 144
under the United  States  Securities  Act of 1933,  as amended (the  "Securities
Act"); or

     _________  The transfer of the  Surrendered  Securities  complies with Rule
144A under the Securities Act; or

     _________ The transfer of the  Surrendered  Securities  has been made to an
institution  that  is an  "accredited  investor"  within  the  meaning  of  Rule
501(a)(1), (2), (3) or (7) under the Securities Act in a transaction exempt from
the registration requirements of the Securities Act.

     [Name of Holder]
     ________________________

     Dated:______________
     *To be dated the date of surrender

                                      102