F-3









Exhibit 10.2  


REGISTRATION RIGHTS AGREEMENT



        THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
November 9, 2004 between AudioCodes Ltd., an Israeli company (the “Company”),
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc. and CIBC
World Markets Corp. (collectively, the “Initial Purchasers”), pursuant to the
Purchase Agreement, dated November 3, 2004 (the “Purchase Agreement”), between
the Company and the Initial Purchasers, which provides for the sale by the Company to the
Initial Purchasers of an aggregate of $100 million principal amount of the Notes (as
defined herein) and grants the Initial Purchasers an option to purchase an additional $25
million principal amount of the Notes. In order to induce the Initial Purchasers to enter
into the Purchase Agreement, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution of this Agreement is a condition to the closing
under the Purchase Agreement. 



        The
Company agrees with the Initial Purchasers, (i) for their benefit as Initial Purchasers
and (ii) for the benefit of the beneficial owners (including the Initial Purchasers) from
time to time of the Registrable Securities (as defined herein) (each of the foregoing a
“Holder” and together the “Holders”), as follows: 



        SECTION
1. Definitions. Capitalized terms used herein without definition shall have
          their respective meanings set forth in the Purchase Agreement. In addition to
          the terms that are defined elsewhere in this Agreement, the following terms
          shall have the following meanings:  




        “Additional
Interest Amount” has the meaning specified in Section 2(e) hereof. 



        “Additional Interest
Accrual Period” has the meaning specified in Section 2(e) hereof. 



        “Additional
Interest Payment Date” means each May 9 and November 9. 



        “Affiliate”,
with respect to any specified person, has the meaning specified in Rule 144. 



        “Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in The City of New York are authorized or obligated by law or
executive order to close. 



        “Company”
has the meaning specified in the first paragraph of this Agreement. 



        “Conversion
Price” has the meaning assigned to such term in the Indenture. 



        “Deferral
Notice” has the meaning specified in Section 3(h) hereof. 



        “Deferral Period”
has the meaning specified in Section 3(h) hereof. 



        “Effectiveness
Deadline Date” has the meaning specified in Section 2(a) hereof. 














        “Effectiveness Period”
means the period commencing on the date hereof and ending on the earliest date on which
all Registrable Securities cease to be Registrable Securities. 



        “Event”
has the meaning specified in Section 2(e) hereof. 



        “Event
Date” has the meaning specified in Section 2(e) hereof. 



        “Event Termination
Date” has the meaning specified in Section 2(e) hereof. 



        “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder. 



        “Filing
Deadline Date” has the meaning specified in Section 2(a) hereof. 



        “Holder”
has the meaning specified in the second paragraph of this Agreement. 



        “Indenture”
means the Indenture dated as of November 9, 2004, between the Company and the Trustee,
pursuant to which the Notes are being issued. 



        “Initial
Purchasers” has the meaning specified in the first paragraph of this Agreement. 



        “Initial Shelf
Registration Statement” has the meaning specified in Section 2(a) hereof. 



        “Issue
Date” means November 9, 2004. 



        “Material
Event” has the meaning specified in Section 3(h) hereof. 



        “Notes”
means the 2.0% Senior Convertible Notes due 2024 of the Company to be purchased pursuant
to the Purchase Agreement. 



        “Notice
and Questionnaire” means a written notice delivered to the Company containing
substantially the information called for by the Form of Selling Securityholder Notice and
Questionnaire attached as Annex A to the Offering Memorandum of the Company dated November
3, 2004 relating to the Notes, as such notice may be amended to ensure compliance with
applicable law. 



        “Notice
Holder” means on any date, any Holder that has delivered a Notice and Questionnaire
to the Company on or prior to such date. 



        “Ordinary
Shares” means any ordinary shares, nominal value 0.01 New Israeli Shekels per share,
of the Company, and any other shares as may constitute “Ordinary Shares” for
purposes of the Indenture, including the Underlying Shares. 



        “Prospectus”
means the prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any amendment or
prospectus supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such Prospectus. 



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        “Purchase
Agreement” has the meaning specified in the first paragraph of this Agreement. 



        “Record
Holder” means, with respect to any Additional Interest Payment Date relating to any
Note or shares of Underlying Shares as to which any Additional Interest Amount has
accrued, the registered holder of such Note or such shares of Underlying Shares, as the
case may be, on the April 24 or October 24, as the case may be, immediately prior to the
next succeeding Additional Interest Payment Date. 



        “Registrable
Securities” means the Notes until such Notes have been converted into the Underlying
Shares and at all times subsequent to any such conversion, the Underlying Shares and any
securities into or for which such securities have been converted or exchanged, and any
security issued with respect thereto upon any stock dividend, stock split, merger or
similar event until, in the case of any such security, the earliest of (i) its effective
registration under the Securities Act and resale in accordance with the Registration
Statement covering it, (ii) expiration of the holding period that would be applicable
thereto under Rule 144(k) assuming it is not held by an Affiliate of the Company, (iii)
its sale to the public pursuant to Rule 144, or (iv) the date such security ceases to be
outstanding. 



        “Registration
Expenses” has the meaning specified in Section 5 hereof. 



        “Registration Statement”
means any registration statement of the Company that covers any of the Registrable
Securities pursuant to the provisions of this Agreement, including the Prospectus,
amendments and supplements to such registration statement, including post-effective
amendments, all exhibits, and all materials incorporated by reference or explicitly deemed
to be incorporated by reference in such registration statement. 



        “Restricted
Securities” has the meaning assigned to such term in Rule 144. 



        “Rule
144” means Rule 144 under the Securities Act, as such Rule may be amended from time
to time, or any similar or successor rule or regulation hereafter adopted by the SEC
having substantially the same effect as such Rule. 



        “Rule
144A” means Rule 144A under the Securities Act, as such Rule may be amended from time
to time, or any similar or successor rule or regulation hereafter adopted by the SEC
having substantially the same effect as such Rule. 



        “SEC”
means the United States Securities and Exchange Commission and any successor agency. 



        “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the SEC thereunder. 



        “Shelf
Registration Statement” has the meaning specified in Section 2(a) hereof. 



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        “Subsequent
Shelf Registration Statement” has the meaning specified in Section 2(b) hereof. 



        “TIA”
means the Trust Indenture Act of 1939, as amended. 



        “Trustee”
means U.S. Bank National Association (or any successor entity), the Trustee under the
Indenture. 



        “Underlying
Shares” means the shares of Ordinary Shares into which the Notes are convertible or
issued upon any such conversion. 



        SECTION
2. Shelf Registration. (a) The Company shall prepare and file or cause to be
          prepared and filed with the SEC no later than a date which is one hundred fifty
          (150) days after the Issue Date (the “Filing Deadline Date”) a
          Registration Statement for an offering to be made on a delayed or continuous
          basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration
          Statement”) registering the resale from time to time by Holders of all of
          the Registrable Securities (the “Initial Shelf Registration
          Statement”). The Initial Shelf Registration Statement shall be on Form F-3
          or another appropriate form permitting registration of such Registrable
          Securities for resale by such Holders in accordance with the methods of
          distribution reasonably elected by the Holders and set forth in the Initial
          Shelf Registration Statement and shall comply in all material respects with the
          requirements of Form F-3 or other appropriate form and the requirements of
          Regulation S-T under the Securities Act. The Company shall use its reasonable
          best efforts to cause the Initial Shelf Registration Statement to be declared
          effective under the Securities Act as soon as practicable but no later than the
          date that is two hundred and ten (210) days after the Issue Date (the
          “Effectiveness Deadline Date”), and to keep, subject to Section 3(h)
          hereof, the Initial Shelf Registration Statement (or any Subsequent Shelf
          Registration Statement) continuously effective under the Securities Act until
          the expiration of the Effectiveness Period. Each Holder that becomes a Notice
          Holder on or prior to the date twenty (20) Business Days prior to the time that
          the Initial Shelf Registration Statement becomes effective shall be named as a
          selling securityholder in the Initial Shelf Registration Statement and the
          related Prospectus in such a manner as to permit such Holder to deliver such
          Prospectus to purchasers of Registrable Securities in accordance with
applicable           law (other than laws not generally applicable to all such Holders).
No Holder           that is not a Notice Holder shall be entitled to be named as a
selling           securityholder, or have the Registrable Securities held by it covered,
in a           Shelf Registration Statement.  




        (b)        If
the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement
ceases to be effective for any reason at any time during the Effectiveness Period (other
than because all Registrable Securities registered thereunder shall have been resold
pursuant thereto or shall have otherwise ceased to be Registrable Securities and other
than during a Deferral Period), the Company shall use its best efforts to obtain the
prompt withdrawal of any order suspending the effectiveness thereof and in any event
within thirty (30) days of such cessation of effectiveness thereof, amending the Shelf
Registration Statement in a manner reasonably expected by the Company to obtain the
withdrawal of the order suspending the effectiveness thereof, or filing an additional
Shelf Registration Statement covering all of the securities that as of the date of such
filing are Registrable Securities (a “Subsequent Shelf Registration Statement”).
If a Subsequent Shelf Registration Statement is filed, the Company shall use its best
efforts to cause the Subsequent Shelf Registration Statement to become effective as
promptly as is reasonably practicable after such filing or, if filed during a Deferral
Period, after the expiration of such Deferral Period, and to keep such Registration
Statement (or subsequent Shelf Registration Statement), subject to Section 3(h) hereof,
continuously effective until the end of the Effectiveness Period.  



4










        (c)        The
Company shall supplement and amend the Shelf Registration Statement if required by the
rules, regulations or instructions applicable to the registration form used by the Company
for such Shelf Registration Statement, if required by the Securities Act or as necessary
to name a Notice Holder as a selling securityholder pursuant to Section 2(d) below. 



        (d)        Each
Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do
so only in accordance with this Section 2(d) and Section 3(h) and Section 4. Each Holder
of Registrable Securities wishing to sell Registrable Securities pursuant to an effective
Shelf Registration Statement and related Prospectus agrees to deliver a Notice and
Questionnaire to the Company at least twenty (20) Business Days prior to any intended
distribution of Registrable Securities under the Shelf Registration Statement and to
notify the Company in writing of such proposed sale within three (3) Business Days prior
to such proposed sale. Each Holder of Registrable Securities who elects to sell
Registrable Securities pursuant to a Shelf Registration Statement agrees by submitting a
Notice and Questionnaire to the Company that it will be bound by the terms and conditions
of the Notice and Questionnaire and this Agreement. From and after the date the Initial
Shelf Registration Statement is declared effective, the Company shall, as promptly as is
reasonably practicable after the date a fully completed Notice and Questionnaire is
received by the Company, (i) if required by applicable law, file with the SEC a
post-effective amendment to the Shelf Registration Statement or prepare and, if required
by applicable law, file a supplement to the related Prospectus or a supplement or
amendment to any document incorporated therein by reference or file any other document
required by the SEC so that the Holder delivering such Notice and Questionnaire is named
as a selling securityholder in the Shelf Registration Statement and the related Prospectus
in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the
Registrable Securities in accordance with applicable law and, if the Company shall file a
post-effective amendment to the Shelf Registration Statement, use its reasonable best
efforts to cause such post-effective amendment to be declared effective under the
Securities Act as promptly as is reasonably practicable, (ii) provide such Holder copies
of any documents filed pursuant to Section 2(d)(i) and (iii) notify such Holder as
promptly as is reasonably practicable after the effectiveness under the Securities Act of
any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such
Notice and Questionnaire is delivered during a Deferral Period, the Company shall so
inform the Holder delivering such Notice and Questionnaire and shall take the actions set
forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in
accordance with Section 3(h); provided further that the Company shall not be required to
file more than one post-effective amendment to the Shelf Registration Statement during any
90-day period. Notwithstanding anything contained herein to the contrary, the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a selling
securityholder in any Registration Statement or related Prospectus. 



5










        (e)        The
parties hereto agree that the Holders of Registrable Securities will suffer damages, and
that it would not be feasible to ascertain the extent of such damages with precision, if
other than as permitted hereunder (i) the Initial Shelf Registration Statement has not
been filed on or prior to the Filing Deadline Date, (ii) notwithstanding the use by the
Company of its reasonable best efforts, the Initial Shelf Registration Statement has not
been declared effective under the Securities Act on or prior to the Effectiveness Deadline
Date, (iii) after a Registration Statement has been declared effective by the SEC, such
Registration Statement shall cease to be effective or sales cannot be made pursuant to
such Registration Statement for any reason (including without limitation by reason of a
stop order or the Company’s failure to update the Registration Statement), but
excluding the inability of any Holder to sell the Registrable Securities covered thereby
due to market conditions, and the Company has not filed a post-effective amendment to the
Registration Statement, an amendment or supplement to the Prospectus or a Form 6-K or
other appropriate Exchange Act report that is incorporated by reference into the
Registration Statement within five (5) Business Days after the Event (as defined herein)
or (iv) the aggregate duration of Deferral Periods in any period exceeds the number of
days permitted in respect of such period pursuant to Section 3(h) hereof (each of the
events of a type described in any of the foregoing clauses (i) through (iv) is
individually referred to herein as an “Event,” and the Filing Deadline Date in
the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), the
date on which the Registration Statement ceases to be effective or sales cannot be made
pursuant to the Registration Statement in the case of clause (iii) and the date on which
the aggregate duration of Deferral Periods in any period exceeds the number of days
permitted by Section 3(h) hereof in the case of clause (iv), being referred to herein as
an “Event Date”). Events shall be deemed to continue until the “Event
Termination Date,” which shall be the following dates with respect to the respective
types of Events: the date the Initial Shelf Registration Statement is filed in the case of
an Event of the type described in clause (i), the date the Initial Shelf Registration
Statement is declared effective under the Securities Act in the case of an Event of the
type described in clause (ii), the date the Registration Statement is declared effective
under the Securities Act or sales can be made pursuant to the Registration Statement in
the case of an Event of the type described in clause (iii) and termination of the Deferral
Period that caused the limit on the aggregate duration of Deferral Periods in a period set
forth in Section 3(h) to be exceeded in the case of the commencement of an Event of the
type described in clause (iv). 



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        Accordingly,
commencing on (and including) any Event Date and ending on (but excluding) the respective
Event Termination Date (an “Additional Interest Accrual Period”), the Company
agrees to pay, as liquidated damages and not as a penalty, an amount (the “Additional
Interest Amount”), payable on the Additional Interest Payment Dates to Record Holders
of then outstanding Notes that are Registrable Securities or of then outstanding shares of
Underlying Shares issued upon conversion of Notes that are Registrable Securities, as the
case may be, accruing, for each portion of such Additional Interest Accrual Period
beginning on and including a Additional Interest Payment Date (or, in respect of the first
time that the liquidation damages amount is to be paid to Holders on a Additional Interest
Payment Date as a result of the occurrence of any particular Event, from the Event Date)
and ending on but excluding the first to occur of (A) the date of the end of the
Additional Interest Accrual Period or (B) the next Additional Interest Payment Date, at a
rate per annum equal to twenty five basis points (0.25%) for the first ninety (90) day
period from the Event Date, and thereafter at a rate per annum equal to fifty basis points
(0.5%) of the aggregate principal amount of such Notes or the aggregate Conversion Price
of the shares of Underlying Shares (determined as of the Business Day immediately
preceding the next Additional Interest Payment Date), as the case may be; provided, that
in the case of an Additional Interest Accrual Period that is in effect solely as a result
of an Event of the type described in clause (iii) of the preceding paragraph, such
Additional Interest Amount shall be paid only to the Notice Holders. Notwithstanding the
foregoing, no Additional Interest Amounts shall accrue as to any Registrable Security from
and after the earlier of (x) the date such security is no longer a Registrable Security
and (y) expiration of the Effectiveness Period. The rate of accrual of the Additional
Interest Amount with respect to any period shall not exceed the rate provided for in this
paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure
of all Events requiring the payment by the Company of Additional Interest Amounts to the
Holders of Registrable Securities pursuant to this Section, the accrual of Additional
Interest Amounts will cease (without in any way limiting the effect of any subsequent
Event requiring the payment of the Additional Interest Amount by the Company). 



        The
Trustee, subject to the applicable provisions of the Indenture, shall be entitled, but
shall not be obligated, on behalf of Holders of Notes or Underlying Shares, to seek any
available remedy for the enforcement of this Agreement, including for the payment of any
Additional Interest Amount. Notwithstanding the foregoing, the parties agree that the sole
monetary damages payable for a violation of the terms of this Agreement with respect to
which liquidated damages are expressly provided shall be such Additional Interest Amount.
Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing
or obtaining specific performance or other equitable relief with respect to this
Agreement. 



        All
of the Company’s obligations set forth in this Section 2(e) that are outstanding with
respect to any Registrable Security at the time such security ceases to be a Registrable
Security shall survive until such time as all such obligations under this Agreement with
respect to such security have been satisfied in full (notwithstanding termination of this
Agreement pursuant to Section 8(k)). 



        The
parties hereto agree that the liquidated damages provided for in this Section 2(e)
constitute a reasonable estimate of the damages that may be incurred by Holders of
Registrable Securities by reason of the failure of the Shelf Registration Statement to be
filed or declared effective or available for effecting resales of Registrable Securities
in accordance with the provisions hereof. 



             SECTION 3.
          Registration Procedures. In connection with the registration obligations
          of the Company under Section 2 hereof, during the Effectiveness Period the
          Company shall: 



7










		        (a)         Before
filing any Registration Statement or Prospectus or any amendments or supplements (other
than supplements that do nothing more substantive than name one or more Notice Holders as
selling securityholders) thereto with the SEC, furnish to the Initial Purchasers copies
of all such documents proposed to be filed at least three (3) Business Days prior to such
filing and not file any document to which such Initial Purchasers reasonably object.  







		        (b)         Subject
to Section 3(h), prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such Registration
Statement continuously effective for the Effectiveness Period; cause the related
Prospectus to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provision then in force)
under the Securities Act; and use its reasonable efforts to comply with the provisions of
the Securities Act, the Exchange Act and the rules and regulations thereunder applicable
to it with respect to the disposition of all securities covered by such Registration
Statement during the Effectiveness Period in accordance with the intended methods of
disposition by the sellers thereof set forth in such Registration Statement as so amended
or such Prospectus as so supplemented.  







		        (c)         As
promptly as reasonably practicable give notice to the Notice Holders and the Initial
Purchasers (i) at least three (3) Business Days prior to filing, when any Prospectus,
Registration Statement (other than the Initial Registration Statement) or post-effective
amendment to a Registration Statement will be filed with the SEC, provided, however, that
the Company shall not be required by this clause (i) to notify (A) the Initial Purchasers
of the filing of a Prospectus that does nothing more substantive than name one or more
Notice Holders as selling security holders or (B) any Notice Holder of the filing of a
Prospectus that does nothing more substantive than name one or more other Notice Holders
as selling securityholders, (ii) with respect to a Registration Statement or any
post-effective amendment when the same has been declared effective, (iii) of any request,
following the effectiveness of the Initial Shelf Registration Statement under the
Securities Act, by the SEC or any other federal or state governmental authority for
amendments or supplements to any Registration Statement or related Prospectus or for
additional information, (iv) of the issuance by the SEC or any other federal or state
governmental authority of any stop order or injunction suspending or enjoining the use of
any Prospectus or the effectiveness of any Registration Statement or the initiation or
threatening of any proceedings for that purpose, (v) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities covered
thereby, the representations and warranties of the Company contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any, relating to the
offering cease to be true and correct in all material respects, (vi) of the receipt by
the Company of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose, (vii)
of the occurrence of (but not the nature of or details concerning) a Material Event;
provided, that no notice by the Company shall be required pursuant to this clause (vii)
if the event that the Company either promptly files a supplement to update the Prospectus
or a Form 6-K or other appropriate Exchange Act report that is incorporated by reference
into the Registration Statement, which in any such case, contains the requisite
information with respect to such Material Event that results in such Registration
Statement no longer containing any untrue statement of a material fact or omitting to
state a material fact necessary to make the statement contained therein not misleading)
and (viii) of the determination by the Company that a post-effective amendment to a
Registration Statement will be filed with the SEC, which notice may, at the discretion of
the Company (or as required pursuant to Section 3(h)), state that it constitutes a
Deferral Notice, in which event the provisions of Section 3(h) shall apply.  







8










		        (d)         Use
its reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement or the lifting of any suspension of the
qualification (or exemption from qualification) of any of the Registrable Securities for
sale in any jurisdiction in which they have been qualified for sale, in either case as
promptly as reasonably practicable or, if any such order or suspension is made effective
during any Deferral Period, as promptly as reasonably practicable after the expiration of
such Deferral Period.  







		        (e)        As
promptly as reasonably practicable after the filing of such documents with the SEC,
furnish to each Notice Holder and the Initial Purchasers, upon their written request and
without charge, at least one (1) conformed copy of the Registration Statement and any
amendment thereto, including financial statements, but excluding schedules, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits if such
schedules, documents and exhibits are available via the SEC’s EDGAR system.  







		        (f)         During
the Effectiveness Period (except during such periods that a Deferral Notice is
outstanding and has not been revoked), deliver to each Notice Holder in connection with
any sale of Registrable Securities pursuant to a Registration Statement, without charge,
as many copies of the Prospectus or Prospectuses relating to such Registrable Securities
and any amendment or supplement thereto and such other documents as such Notice Holder
may reasonably request, including financial statements and schedules and, if such Notice
Holder so requests, all exhibits in order to facilitate the public sale or other
disposition of the Registrable Securities; and the Company hereby consents (except during
such periods that a Deferral Notice is outstanding and has not been revoked) to the use
of such Prospectus or each amendment or supplement thereto by each Notice Holder in
connection with any offering and sale of the Registrable Securities covered by such
Prospectus or any amendment or supplement thereto in the manner set forth therein.  







9










		        (g)         Subject
to Section 3(h), prior to any public offering of the Registrable Securities pursuant to
the Shelf Registration Statement, use reasonable efforts to register or qualify or
cooperate with the Notice Holders in connection with the registration or qualification
(or exemption therefrom) of such Registrable Securities for offer and sale under the
securities or “blue sky” laws of such jurisdictions within the United States as
any Notice Holder reasonably requests in writing (which request may be included in the
Notice and Questionnaire), it being agreed that no such registration or qualification
will be made unless so requested; prior to any public offering of the Registrable
Securities pursuant to the Shelf Registration Statement, use reasonable efforts to keep
each such registration or qualification (or exemption therefrom) effective during the
Effectiveness Period in connection with such Notice Holder’s offer and sale of
Registrable Securities pursuant to such registration or qualification (or exemption
therefrom) and do any and all other acts or things reasonably necessary to enable the
disposition in such jurisdictions of such Registrable Securities in the manner set forth
in the relevant Registration Statement and the related Prospectus; provided that the
Company will not be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it is not otherwise qualified, or (ii) take any
action that would subject it to general service of process in suits or to taxation in any
such jurisdiction where it is not then so subject.  







		        (h)         Upon
(A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf
Registration Statement or the initiation of proceedings with respect to the Shelf
Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the
occurrence of any event or the existence of any fact (a “Material Event”) as a
result of which any Registration Statement shall contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, or any Prospectus shall contain
any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (C) the occurrence or
existence of any development, event, fact, situation or circumstance relating to the
Company that, in the good faith judgment of the Company, makes it appropriate to suspend
the availability of the Shelf Registration Statement and the related Prospectus, (i) in
the case of clause (B) above, subject to the next sentence, as promptly as practicable
prepare and file a post-effective amendment to such Registration Statement or a
supplement to the related Prospectus or any document incorporated therein by reference or
file any other required document that would be incorporated by reference into such
Registration Statement and Prospectus so that such Registration Statement does not
contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading,
and such Prospectus does not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, as
thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder, and, in the case of a post-effective amendment to a Registration Statement,
subject to the next sentence, use its reasonable best efforts to cause it to be declared
effective as promptly as is reasonably practicable, and (ii) give notice to the Notice
Holders as promptly as is reasonably practicable that the availability of the Shelf
Registration Statement is suspended (a “Deferral Notice”) and, upon receipt of
any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities
pursuant to the Registration Statement until such Notice Holder’s receipt of copies
of the supplemented or amended Prospectus provided for in clause (i) above, or until it
is advised in writing by the Company that the Prospectus may be used, and has received
copies of any additional or supplemental filings that are incorporated or deemed
incorporated by reference in such Prospectus. The Company will use its reasonable best
efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause
(A) above, as promptly as is reasonably practicable, (y) in the case of clause (B) above,
as soon as reasonably practicable thereafter, in the reasonable judgment of the Company,
public disclosure of such Material Event would not be detrimental to the interests of the
Company and (z) in the case of clause (C) above, as soon as, in the discretion of the
Company, such suspension is no longer appropriate. So long as the period during which the
availability of the Registration Statement and any Prospectus is suspended (the “Deferral
Period”) does not exceed 60 days during any three (3) month period or an aggregate
of 90 days during any twelve (12) month period, the Company shall not incur any
obligation to pay liquidated damages pursuant to Section 2(e).  







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		        (i)         If
reasonably requested in writing, make reasonably available for inspection during normal
business hours by a representative for the Notice Holders of such Registrable Securities
and any broker-dealers, attorneys and accountants retained by such Notice Holders, all
relevant financial and other records, pertinent corporate documents and properties of the
Company and its subsidiaries, and cause the appropriate executive officers, directors and
designated employees of the Company and its subsidiaries to make reasonably available for
inspection during normal business hours on reasonable notice all relevant information
reasonably requested by such representative for the Notice Holders or any such
broker-dealers, attorneys or accountants in connection with such disposition, in each
case as is customary and reasonably necessary for similar “due diligence”examinations;
provided, however, that such persons shall first agree in writing with the Company that
any information that is reasonably designated by the Company in writing as confidential
at the time of delivery of such information shall be kept confidential by such persons
and shall be used solely for the purposes of exercising rights under this Agreement,
unless (i) disclosure of such information is required by court or administrative order or
is necessary to respond to inquiries of regulatory authorities; provided, however, that
such persons shall as soon as reasonably practicable provide written notice to the
Company of any request by any such court or regulatory authority for any such
confidential information of the Company in order to allow the Company a reasonable amount
of time to seek an appropriate protective order to prevent the disclosure of such
information, (ii) disclosure of such information is required by law (including any
disclosure requirements pursuant to federal securities laws in connection with the filing
of any Registration Statement or the use of any Prospectus referred to in this
Agreement), (iii) such information becomes generally available to the public other than
as a result of a disclosure or failure to safeguard by any such person or (iv) such
information becomes available to any such person from a source other than the Company and
such source is not bound by a confidentiality agreement or other obligation of
confidentiality; and provided further that the foregoing inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of all the
Notice Holders and the other parties entitled thereto by the counsel referred to in
Section 5.  







11










		        (j)         Use
reasonable best efforts to comply with all applicable rules and regulations of the SEC
and make generally available to its securityholders, as soon as reasonably practicable,
but no later than the Availability Date (as defined below), an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) covering a period of at least
twelve (12) months, commencing on the first day of the first fiscal quarter commencing
after the effective date of a Registration Statement. For the purposes of this Section
3(j), “Availability Date” means the 45th day following the end of
the fourth fiscal quarter that includes the effective date of such Registration
Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s
fiscal year, “Availability Date” means the 90th day after the end of
such fourth fiscal quarter.  







		        (k)         Unless
the Registrable Securities are in book-entry form, reasonably cooperate with each Notice
Holder to facilitate the timely preparation and delivery of certificates representing
Registrable Securities sold pursuant to a Registration Statement and not bearing any
restrictive legends (unless required by applicable law), and cause such Registrable
Securities to be in such denominations as are permitted by the Indenture and registered
in such names as such Notice Holder may request in writing at least five (5) Business
Days prior to any sale of such Registrable Securities.  







		        (l)         Provide
a CUSIP number for all Registrable Securities covered by each Registration Statement not
later than the effective date of such Registration Statement and provide the Trustee for
the Notes and the transfer agent for the Ordinary Shares with certificates for the
Registrable Securities that are in a form eligible for deposit with The Depository Trust
Company.  







		        (m)         Reasonably
cooperate and assist in any filings required to be made with the NASD and in the
performance of any due diligence investigation by any underwriter and its counsel
(including any “qualified independent underwriter” that is required to be
retained in accordance with the rules and regulations of the NASD) required in connection
therewith.  







12










		        (n)        Upon
(i) the filing of the Initial Shelf Registration Statement and (ii) the effectiveness of
the Shelf Registration Statement, announce the same, in each case by release to
Businesswire, Reuters Economic Services, Bloomberg Business News or any other means of
dissemination reasonably expected to make such information known publicly.  







		        (o)        Take
all actions necessary, and reasonably requested by the Holders of a majority of the
Registrable Securities being sold, to dispose of such Registrable Securities.  







		        (p)        Cause
the Indenture to be qualified under the TIA not later than the effective date of any
Registration Statement; and in connection therewith, cooperate with the Trustee to effect
such changes to the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the TIA and execute, and use its reasonable best efforts to
cause the Trustee to execute, all documents as may be required to effect such changes,
and all other forms and documents required to be filed with the SEC to enable the
Indenture to be so qualified in a timely manner.  







		        (q)        Use
commercially reasonable efforts to cause all Underlying Shares covered by a Registration
Statement to be listed on each securities exchange, interdealer quotation system or other
market on which similar securities issued by the Company are then listed.  







        SECTION
4. Holder’s Obligations. Each Holder agrees, by
acquisition of the           Registrable Securities, that no Holder of Registrable
Securities shall be           entitled to sell any of such Registrable Securities
pursuant to a Registration           Statement or to receive a Prospectus relating
thereto, unless such Holder has           furnished the Company with a Notice and
Questionnaire as required pursuant to           Section 2(d) hereof (including the
information required to be included in such           Notice and Questionnaire) and the
information set forth in the next sentence and           such Holder provides written
notice of a proposed sale to the Company at least           three (3) Business Days prior
to such sale. Each Notice Holder agrees promptly           to furnish to the Company in
writing all information required to be disclosed in           order to make the
information previously furnished to the Company by such Notice           Holder not
misleading, any other information regarding such Notice Holder and           the
distribution of such Registrable Securities as may be required to be           disclosed
in the Registration Statement under applicable law or pursuant to SEC           comments
and any information reasonably requested by the Company. Any sale of           any
Registrable Securities by a Holder shall constitute a representation and
          warranty by such Holder that the information relating to such Holder and its
          plan of distribution is as set forth in the Prospectus delivered by such Holder
          in connection with such disposition, that such Prospectus does not as of the
          time of such sale contain any untrue statement of a material fact provided by
or           relating to such Holder or its plan of distribution and that such Prospectus
          does not as of the time of such sale omit to state any material fact provided
by           or relating to such Holder or its plan of distribution necessary to make the
          statement in the Prospectus, in light of the circumstances under which they
were           made, not misleading. Each Holder further agrees, following termination of
the           Effectiveness Period, to notify the Company, within five (5) Business Days
of a           request, of the amount of Registrable Securities sold pursuant to the
          Registration Statement and, in the absence of a response, the Company may
assume           that all of the Holder’s Registrable Securities were so sold.  




13










        SECTION
5. Registration Expenses. The Company shall bear all fees
and expenses           incurred in connection with the performance by the Company of its
obligations           under Sections 2 and 3 of this Agreement whether or not any of the
Registration           Statements are declared effective. Such fees and expenses shall
include, without           limitation, (i) all registration and filing fees (including,
without limitation,           fees and expenses (x) with respect to filings required to
be made with the           National Association of Securities Dealers, Inc. and (y) of
compliance with           federal and state securities or “blue sky” laws to
the extent such           filings or compliance are required pursuant to this Agreement),
(ii) printing           expenses (including, without limitation, expenses of any printing
of           Prospectuses and certificates for Registrable Securities in a form eligible
for           deposit with The Depository Trust Company) and the Company’s expenses
for           messenger and delivery services and telephone, (iii) duplication expenses
          relating to copies of any Registration Statement or Prospectus delivered to any
          Holders hereunder, (iv) fees and disbursements of counsel for the Company and
of           any independent certified public accountants of the Company, (v) fees and
          disbursements of the Trustee and its counsel and of the registrar and transfer
          agent for the Ordinary Shares and (vi) fees and expenses of one counsel to the
          Holders, which shall initially be White & Case LLP. In addition, the
Company           shall pay the internal expenses of the Company (including, without
limitation,           all salaries and expenses of officers and employees performing
legal or           accounting duties), the expense of any annual audit, the fees and
expenses           incurred in connection with the listing, if any, by the Company of the
          Registrable Securities on any securities exchange on which the same securities
          of the Company are then listed and the fees and expenses of any person,
          including special experts, retained by the Company. Notwithstanding the
          provisions of this Section 5, each seller of Registrable Securities shall pay
          all selling expenses, commissions and discounts except to the extent set forth
          in this Section 5.  




        SECTION
6. Indemnification; Contribution. (a) The Company agrees to
indemnify and           hold harmless the Initial Purchasers and each Holder of
Registrable Securities           and each person, if any, who controls the Initial
Purchasers or any holder of           Registrable Securities within the meaning of either
Section 15 of the Securities           Act or Section 20 of the Exchange Act, as follows:  




		        (i)        against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising
out of any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement (or any amendment thereto), or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made,
not misleading or arising out of any untrue statement or alleged untrue statement of a
material fact included in any preliminary prospectus or the Prospectus (or any amendment
or supplement thereto), or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading;  







14










		        (ii)               against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the
extent of the aggregate amount paid in settlement of any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement or omission of a material fact, or
any such alleged untrue statement or omission of a material fact, provided that (subject
to Section 6(d) below) any such settlement is effected with the prior written consent of
the Company; and  







		        (iii)        against
any and all expense whatsoever, as incurred (including the fees and disbursements of
counsel), reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue statement or
omission of a material fact, or any such alleged untrue statement or omission of a
material fact, to the extent that any such expense is not paid under (i) or (ii) above;  







provided, however, that this
indemnity agreement shall not apply to any loss, liability, claim, damage or expense to
the extent arising out of any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with written information, including,
without limitation, the Notice and Questionnaire furnished to the Company by or on behalf
of the Initial Purchasers or such Holder of Registrable Securities expressly for use in
the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment
or supplement thereto). 



        (b)        In
connection with any Shelf Registration Statement in which a Holder of Registrable
Securities, including, without limitation, the Initial Purchasers, is participating and
is furnishing information relating to such Holder of Registrable Securities to the
Company in writing expressly for use in such Registration Statement, the Prospectus or
any amendments or supplements thereto, the Holders of such Registrable Securities agree,
severally and not jointly, to indemnify and hold harmless the Company, the Initial
Purchasers and the other selling Holders and each person, if any, who controls the
Company, the Initial Purchasers and the other selling Holders within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any
and all loss, liability, claim, damage and expense described in the indemnity contained
in subsection (a) of this Section, as incurred, but only with respect to any untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such Holder of Registrable Securities expressly for use
in the Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto); provided, however, that no such Holder shall be liable
for any claims hereunder in excess of the amount of net proceeds received by such Holder
from the sale of Registrable Securities pursuant to such Registration Statement or
Prospectus.  



15










        (c)        Each
indemnified party shall give notice as promptly as reasonably practicable to each
indemnifying party of any action or proceeding commenced against it in respect of which
indemnity may be sought hereunder, but failure so to notify an indemnifying party shall
not relieve such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it from any
liability which it may have otherwise than on account of this indemnity agreement. An
indemnifying party may participate at its own expense in the defense of such action;
provided, however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In no event
shall the indemnifying party or parties be liable for the fees and expenses of more than
one counsel (in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 (whether or not the
indemnified parties are actual or potential parties thereto), unless such settlement,
compromise or consent (i) includes an unconditional release of each indemnified party
from all liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.  




        (d)        If
at any time an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel, such indemnifying party agrees
that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii)
effected without its written consent if (i) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at least 30
days prior to such settlement being entered into and (iii) such indemnifying party shall
not have reimbursed such indemnified party in accordance with such request prior to the
date of such settlement.  




        (e)        If
the indemnification provided for in this Section 6 is for any reason unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses, liabilities,
claims, damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages and
expenses incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the Holders
and the Initial Purchasers on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or expenses, as
well as any other relevant equitable considerations.  




        The
relative fault of the Company on the one hand and the Holders and the Initial Purchasers
on the other hand shall be determined by reference to, among other things, whether any
such untrue or alleged untrue statement of a material fact or omission or alleged omission
to state a material fact relates to information supplied by the Company, the Holders or
the Initial Purchasers and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. 



16










        The
Company, the Holders and the Initial Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 6 were determined by pro rata
allocation (even if the Initial Purchasers were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to above in this Section 6. The aggregate amount of losses,
liabilities, claims, damages and expenses incurred by an indemnified party and referred to
above in this Section 6 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission. 



        Notwithstanding
the provisions of this Section 6, no Initial Purchaser shall be required to contribute any
amount in excess of the amount by which the total price at which the Securities sold by it
were offered exceeds the amount of any damages which such Initial Purchaser has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. 



        No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. 



        For
purposes of this Section 6, each Person, if any, who controls an Initial Purchaser or
Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall have the same rights to contribution as such Initial Purchaser or Holder, and each
director of the Company, and each Person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Company. The Initial Purchasers’ respective obligations
to contribute pursuant to this Section 6 are several in proportion to the principal amount
of Securities set forth opposite their respective names in Schedule A to the Purchase
Agreement and not joint. 



        SECTION
7. Information Requirements. If at any time before the end
of the           Effectiveness Period the Company ceases to be required to file reports
pursuant           to the Exchange Act, the Company covenants that it will upon the
reasonable           request of any Holder of Registrable Securities (a) make publicly
available such           information as is reasonably necessary to permit sales pursuant
to Rule 144           under the Securities Act, (b) deliver such information to a
prospective           purchaser as is necessary to permit sales pursuant to Rule 144A
under the           Securities Act and it will take such further action as any Holder of
Registrable           Securities may reasonably request, and (c) take such further action
that is           reasonable in the circumstances, in each case, to the extent required
from time           to time to enable such Holder to sell its Registrable Securities
without           registration under the Securities Act within the limitation of the
exemptions           provided by and customarily taken in connection with sales pursuant
to (i) Rule           144 under the Securities Act, as such Rule may be amended from time
to time,           (ii) Rule 144A under the Securities Act, as such Rule may be amended
from time           to time, or (iii) any similar rules or regulations hereafter adopted
by the SEC.           Upon the request of any Holder of Registrable Securities, the
Company will           deliver to such Holder a written statement as to whether it has
complied with           such requirements, unless such a statement has been included in
the           Company’s most recent report filed pursuant to Section 13 or 15(d) of
the           Exchange Act. Notwithstanding the foregoing, nothing in this Section 7
shall be           deemed to require the Company to register any of its securities (other
than the           Registrable Securities) under any section of the Exchange Act.  



17









        SECTION
8. Miscellaneous. (a) No Conflicting Agreements. The Company is not,
          as of the date hereof, a party to, nor shall it, on or after the date of this
          Agreement, enter into, any agreement with respect to the Company’s
          securities that conflicts with the rights granted to the Holders of Registrable
          Securities in this Agreement. The Company represents and warrants that the
          rights granted to the Holders of Registrable Securities hereunder do not in any
          way conflict with the rights granted to the holders of the Company’s
          securities under any other agreements. The parties hereto agree that existing
          registration rights previously granted by the Company to other holders of its
          Ordinary Shares shall not be deemed in any way to violate or conflict with this
          Agreement or the rights granted to the Holders of Registrable Securities
          hereunder. The parties hereto further agree that any registration rights that
          may be granted by the Company in the future to holders of its Ordinary Shares
or           other securities shall not be deemed in any way to violate or conflict with
this           Agreement or the rights granted to the Holders of Registrable Securities
          hereunder so long as such holders are not granted any right to participate as
          selling stockholders in any registration pursuant to this Agreement and are not
          granted any right that would prevent or restrict the Company from performing
its           obligations under this Agreement.  




        (b)        Amendments
and Waivers. The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company has obtained
the written consent of Holders of a majority of the then outstanding Underlying Shares
constituting Registrable Securities (with Holders of Notes deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying Shares into
which such Notes are or would be convertible as of the date on which such consent is
requested). Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the rights of
other Holders of Registrable Securities may be given by Holders of at least a majority of
the Registrable Securities being sold by such Holders pursuant to such Registration
Statement; provided that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately preceding
sentence. Notwithstanding the foregoing, this Agreement may be amended by written
agreement signed by the Company and the Initial Purchasers, without the consent of the
Holders of Registrable Securities, to cure any ambiguity or to correct or supplement any
provision contained herein that may be defective or inconsistent with any other provision
contained herein or to make such other provisions in regard to matters or questions
arising under this Agreement that shall not adversely affect the interests of the Holders
of Registrable Securities. Each Holder of Registrable Securities outstanding at the time
of any such amendment, modification, supplement, waiver or consent or thereafter shall be
bound by any such amendment, modification, supplement, waiver or consent effected
pursuant to this Section 8(b), whether or not any notice, writing or marking indicating
such amendment, modification, supplement, waiver or consent appears on the Registrable
Securities or is delivered to such Holder.  



18









        (c)         Notices.         All
notices and other communications provided for or permitted hereunder shall           be
made in writing by hand delivery, by telecopier (other than for notices and
          other communications to the Company), by courier guaranteeing overnight
delivery           or by first-class mail, return receipt requested, and shall be deemed
given (i)           when made, if made by hand delivery, (ii) upon confirmation, if made
by           telecopier, (iii) one (1) Business Day after being deposited with such
courier,           if made by overnight courier, or (iv) on the date indicated on the
notice of           receipt, if made by first-class mail, to the parties as follows:  




        If
to a Holder of Registrable Securities that is not a Notice Holder, at the address for such
Holder then appearing in the Registrar (as defined in the Indenture); 



        If
to a Notice Holder, at the most current address given by such Holder to the Company in a
Notice and Questionnaire or any amendment thereto; 



	 	If to the Company, to:



AudioCodes Ltd.

1 Hayarden Street, Airport City

Lod, 70151, Israel

Facsimile No.  (972)-3-976-4044

Attention:  Itamar Rosen, VP Legal Affairs, General Counsel and Secretary



with a copy to:



Fulbright & Jaworski L.L.P.

666 Fifth Avenue

New York, NY 10103

Telephone No.  (212) 318-3000

Facsimile No.  (212) 318-3400

Attention:  Neil Gold



and



if to the Initial Purchasers, to:



Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center

New York, New York  10080

Facsimile No.  (312) 869-6261

Attention:  Graham Clark








19









	 	with a copy to:



White & Case LLP

1155 Avenue of the Americas

New York, NY  10036

Telephone No.  (212) 819-8880

Facsimile No.  (212) 354-8113

Attention:  Joshua G. Kiernan








or to such other address as such
person may have furnished to the other persons identified in this Section 8(c) in writing
in accordance herewith. 



        (d)        Approval
of Holders. Whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the Company
or its Affiliates (other than the Initial Purchasers or subsequent Holders of Registrable
Securities if such subsequent Holders are deemed to be such affiliates solely by reason
of their holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage.  




        (e)        Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto and, without requiring any express
assignment, shall inure to the benefit of and be binding upon each Holder of any
Registrable Securities; provided that nothing herein shall be deemed to permit any
assignment, transfer of other disposition of Registrable Securities in violation of the
terms of the Purchase Agreement, the Indenture or applicable law. If any transferee of
any Holder shall acquire Registrable Securities in any manner, whether by operation of
law or otherwise, such Registrable Securities shall be subject to all of the terms of
this Agreement and by taking and holding such Registrable Securities, such person shall
be conclusively deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement.  




        (f)         Counterparts.This
Agreement may be executed in any number of counterparts and by the parties
          hereto in separate counterparts, each of which when so executed shall be deemed
          to be original and all of which taken together shall constitute one and the
same           agreement.  




        (g)        Headings.   The
headings in this Agreement are for convenience of reference only and shall           not
limit or otherwise affect the meaning hereof.  




        (h)        Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.  




        (i)        Severability. If
any term, provision, covenant or restriction of this Agreement is held to be
          invalid, illegal, void or unenforceable, the remainder of the terms,
provisions,           covenants and restrictions set forth herein shall remain in full
force and           effect and shall in no way be affected, impaired or invalidated
thereby, and the           parties hereto shall use their best efforts to find and employ
an alternative           means to achieve the same or substantially the same result as
that contemplated           by such term, provision, covenant or restriction, it being
intended that all of           the rights and privileges of the parties hereto shall be
enforceable to the           fullest extent permitted by law.  



20










        (j)       Entire
Agreement. This Agreement is intended by the parties hereto as a final expression of
their agreement and is intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter contained herein
and the registration rights granted by the Company with respect to the Registrable
Securities. Except as provided in the Purchase Agreement, there are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to the
Registrable Securities. This Agreement supersedes all prior agreements and undertakings
among the parties hereto with respect to such registration rights.  




        (k)       Termination. This
Agreement and the obligations of the parties hereunder shall terminate upon           the
expiration of the Effectiveness Period, except for (i) any liabilities or
          obligations under Section 4, 5, 6 or 8 hereof and the obligations to make
          payments of and provide for liquidated damages under Section 2(e) hereof to the
          extent such damages accrue prior to the end of the Effectiveness Period, each
of           which shall remain in effect in accordance with its terms until the
applicable           statute of limitations has expired.  




        IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above. 



21










			Very truly yours,

AUDIOCODES LTD.


BY: /S/ NACHUM FALEK
——————————————

Name: Nachum Falek
Title: Chief Financial Officer

SIGNATURE PAGE TO REGISTRATION 
RIGHTS AGREEMENT






22










Agreed and accepted as of the date
first 
above written: 



	MERRILL LYNCH, PIERCE, FENNER
      & SMITH INCORPORATED


BY: /S/ GRAHAM CLARK
——————————————

Name: Graham Clark
Title: Managing Director







	LEHMAN BROTHERS INC.


BY: /S/ LEONARD ROSEN
——————————————

Name: Leonard Rosen
Title: Managing Director









For themselves and as Representatives
of the
 other Initial Purchasers named in Schedule A
 of the Purchase Agreement 




SIGNATURE PAGE TO
REGISTRATION RIGHTS AGREEMENT 



23