Exhibit 4.2 


AUDIOCODES LTD.


2.00% Senior Convertible Notes due 2024

INDENTURE

U.S. BANK NATIONAL ASSOCIATION

Dated as of November 9, 2004









CROSS REFERENCE TABLE*

	
  TIA Section
	
   
	
  Indenture Section

	
  



  	
   
	
  



  
	
   
	
   
	
   

	
  310(a)
	
  (1)
	
   
	
  7.10
	
   

	
  (a)
	
  (2)
	
   
	
  N.A.
	
   

	
  (a)
	
  (3)
	
   
	
  N.A.
	
   

	
  (a)
	
  (4)
	
   
	
  N.A.
	
   

	
  (a)
	
  (5)
	
   
	
  N.A.
	
   

	
  (b)
	
   
	
   
	
  7.10
	
   

	
  (c)
	
   
	
   
	
  N.A.
	
   

	
  311(a)
	
   
	
   
	
  7.11
	
   

	
  (b)
	
   
	
   
	
  7.11
	
   

	
  (c)
	
   
	
   
	
  N.A.
	
   

	
  312(a)
	
   
	
   
	
  N.A.
	
   

	
  (b)
	
   
	
   
	
  11.03
	
   

	
  (c)
	
   
	
   
	
  11.03
	
   

	
  313(a)
	
   
	
   
	
  7.06
	
   

	
  (b)
	
   
	
   
	
  7.06
	
   

	
  (c)
	
   
	
   
	
  N.A.
	
   

	
  (d)
	
   
	
   
	
  N.A.
	
   

	
  314(a)
	
   
	
   
	
  4.02
	
   

	
  (b)
	
   
	
   
	
  N.A.
	
   

	
  (c)
	
  (1)
	
   
	
  N.A.
	
   

	
  (c)
	
  (2)
	
   
	
  N.A.
	
   

	
  (c)
	
  (3)
	
   
	
  N.A.
	
   

	
  (d)
	
   
	
   
	
  N.A.
	
   

	
  (e)
	
   
	
   
	
  N.A.
	
   

	
  (f)
	
   
	
   
	
  N.A.
	
   

	
  315(a)
	
   
	
   
	
  7.01
	
   

	
  (b)
	
   
	
   
	
  7.05
	
   

	
  (c)
	
   
	
   
	
  N.A.
	
   

	
  (d)
	
  (1)
	
   
	
  7.01
	
   

	
  (d)
	
  (2)
	
   
	
  7.01
	
   

	
  (d)
	
  (3)
	
   
	
  7.01
	
   

	
  (e)
	
   
	
   
	
  6.11
	
   

	
  316(a)
	
  (last
  sentence)
	
  N.A.
	
   

	
  (a)
	
  (1)(A)
	
   
	
  6.05
	
   

	
  (a)
	
  (1)(B)
	
   
	
  6.04
	
   

	
  (a)
	
  (2)
	
   
	
  N.A.
	
   

	
  (b)
	
   
	
   
	
  N.A.
	
   

	
  317(a)
	
  (1)
	
   
	
  N.A.
	
   

	
  (a)
	
  (2)
	
   
	
  N.A.
	
   

	
  (b)
	
   
	
   
	
  N.A.
	
   

	
  318(a)
	
   
	
   
	
  N.A.
	
   






	
  



  
	
  *  Note:  This Cross Reference Table shall not, for
  any purpose, be deemed to be part of the Indenture. 

  



(i)










TABLE OF CONTENTS

	
   
	
   
	
  PAGE

	
   
	
   
	
  



  
	
   
	
   
	
   

	
  ARTICLE 1
	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	
  1

	
   
	
   
	
   

	
  ARTICLE 2
	
  THE SECURITIES
	
  9

	
   
	
   
	
   

	
  ARTICLE 3
	
  PURCHASES OF SECURITIES
	
  22

	
   
	
   
	
   

	
  ARTICLE 4
	
  COVENANTS
	
  36

	
   
	
   
	
   

	
  ARTICLE 5
	
  SUCCESSOR CORPORATION
	
  40

	
   
	
   
	
   

	
  ARTICLE 6
	
  DEFAULTS AND REMEDIES
	
  41

	
   
	
   
	
   

	
  ARTICLE 7
	
  TRUSTEE
	
  46

	
   
	
   
	
   

	
  ARTICLE 8
	
  DISCHARGE OF INDENTURE
	
  52

	
   
	
   
	
   

	
  ARTICLE 9
	
  AMENDMENTS
	
  53

	
   
	
   
	
   

	
  ARTICLE 10
	
  CONVERSION
	
  55

	
   
	
   
	
   

	
  ARTICLE 11
	
  MISCELLANEOUS
	
  70

	
   
	
   
	
   

	
  EXHIBITS
	
   
	
   

	
   
	
   
	
   

	
  Exhibit A
	
  Form of
  Global Security
	
  A-1

	
   
	
   
	
   

	
  Exhibit B
	
  Form of
  Certificated Security
	
  B-1

	
   
	
   
	
   

	
  Exhibit C
	
  Transfer
  Certificate
	
  C-1




(ii)










                    INDENTURE
dated as of November 9, 2004 between AUDIOCODES LTD., an Israeli company (the
“Company”), and U.S. BANK NATIONAL ASSOCIATION, as Trustee hereunder (the
“Trustee”). 


RECITALS OF THE COMPANY

                    The
Company has duly authorized the creation of an issue of its 2.00% Senior
Convertible Notes due 2024 (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 and binding 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 1

DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION

                    SECTION
1.01  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 GAAP; and 

	
   
	
   

	
   
	
            (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. 




                    “144A
Global Security” means a permanent Global Security in the form of the Security
attached hereto as Exhibit A, and that is deposited with and registered in the
name of the Depositary, representing Securities sold in reliance on Rule 144A
under the Securities Act. 










                    “30-day
Option” means the 30-day option granted by the Company to the Initial
Purchasers to purchase up to an additional $25,000,000 aggregate principal
amount of Securities pursuant to the Purchase Agreement. 

                    “Additional
Interest Amount” means the additional interest amount payable by the Company upon
the occurrence of an Event (as defined in the Registration Rights Agreement),
in the manner and in the amounts provided by the Registration Rights Agreement.



                    “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 purposes of
this definition, “control” when used with respect to any specified person means
the power to direct or cause the direction of 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. 

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

                    “Applicable
Share Price” with respect to a Trading Day, is equal to the volume-weighted
average price per Ordinary Share on such Trading Day. The “volume-weighted
average price,” with respect to a Trading Day, means such price as displayed
under the heading “Bloomberg VWAP” on Bloomberg (or any successor service) page
AUDC <equity> AQR (or any successor page) in respect of the period from
9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day; or, if such
price is not available, the “Applicable Share Price” means the market value per
Ordinary Share on such day as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company.   

                    “Bankruptcy
Law” means applicable bankruptcy insolvency, reorganization or similar law for
the relief of debtors. 


                    “Board
of Directors” means either the board of directors of the Company or any duly
authorized committee of such 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 be in full force and effect on the date of such certification, shall have
been delivered to the Trustee. 

                    “Business
Day” means each day of the year other than a Saturday or a Sunday on which
banking institutions are not required or authorized to close in The City of New
York. 

                    “Certificated
Securities” means Securities that are in the form of the Securities attached
hereto as Exhibit B. 

                    “Closing
Time” has the meaning specified in the Purchase Agreement. 

2










                    “Company”
means the party named as the “Company” in the first paragraph of this Indenture
until a successor replaces it pursuant to the applicable provisions of this
Indenture, and, thereafter, “Company” shall mean such successor.  The foregoing sentence shall likewise apply
to any subsequent such successor or successors.  

                    “Company
Request” or “Company Order” means a written request or order signed in the name
of the Company by any two Officers.  


                    “Conversion
Agent” means any person authorized by the Company to convert Securities in
accordance with Article 10 hereof.  On
the date of this Indenture, the Company hereby appoints the Trustee as the
Conversion Agent.  

                    “Conversion
Price” means $1,000 divided by the applicable Conversion Rate.  

                    “Conversion
Value” for the Securities is equal to the product of (i) the Sale Price per
share of the Ordinary Shares on a given day and (ii) the then current
Conversion Rate.   

                    “Corporate
Trust Office” means the office of the Trustee from which this Indenture will be
administered, which office at the date hereof is located at U.S. Bank,
Corporate Trust Services, 100 Wall Street, Suite 1600, New York, New York
10005, or such other address as the Trustee may designate from time to time by
notice to the Holders and the Company, or the principal corporate trust office
of any successor Trustee (or such other address as a successor Trustee may
designate from time to time by notice to the Holders and the Company).  

                    “Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar
official under any Bankruptcy Law.  

                    “Date
of Delivery” has the meaning specified in the Purchase Agreement.  

                    “Default”
means any event which is, or after notice or passage of time or both would be,
an Event of Default.  


                    “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.  

                    “Final
Maturity Date” means November 9, 2024. 

                    “GAAP”
means United States generally accepted accounting principles as in effect from
time to time.  

                    “Global
Securities” means Securities that are in the form of the Securities attached
hereto as Exhibit A and, to the extent that such Securities are required to
bear the Legend required by Section 2.06(f), such Securities will be in the form
of a 144A Global Security.  

                    “Holder”
means a person in whose name a Security is registered on the Registrar’s
books.  

3










                    “Indenture”
means this Indenture, as amended or supplemented from time to time in accordance
with the terms hereof, including the provisions of the TIA that are deemed to
be a part hereof.  

                    “Initial
Purchasers” mean Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman
Brothers Inc. and CIBC World Markets Corp. 

                    “Interest
Payment Date” means the date specified in the Securities as the fixed date on
which an installment of interest on the Securities is due and payable.  


                    “Interest
Rate” means 2.00% per annum.  

                    “Issue
Date” of any Security means the date on which the Security was originally
issued or deemed issued as set forth on the face of the Security.  

                    “Officer”
means the Chairman of the Board, the Vice Chairman, the Chief Executive Officer,
the President, any Executive Vice President, any Senior Vice President, any
Vice President, the Treasurer or the Secretary or any Assistant Treasurer or
Assistant Secretary of the Company.  

                    “Officers’
Certificate” means a written certificate containing the information specified
in Section 11.05, signed in the name of the Company by any two Officers, and
delivered to the Trustee.  An Officers’
Certificate given pursuant to Section 4.03 shall be signed by one authorized
financial or accounting Officer of the Company but need not contain the
information specified in Section 11.05. 


                    “Opinion
of Counsel” means a written opinion containing the information specified in
Sections 11.04 and 11.05, from legal counsel who is reasonably acceptable to
the Trustee.  The counsel may be an
employee of, or counsel to, the Company or the Trustee.  

                    “Option
Securities” means Securities issued by the Company pursuant to the Initial
Purchasers’ exercise of the 30-day Option. 

                    “Ordinary
Shares” means the Ordinary Shares, nominal value 0.01 New Israel Shekels per
share, of the Company as it exists on the date of this Indenture.  Subject to the provisions of Section 10.11,
shares issuable on conversion of Securities shall include only Ordinary Shares
or ordinary shares of any class or classes 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. 


                    “ordinary
shares” means any share of any class of Share Capital 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. 

4










                    “person”
or “Person” means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, or government or any agency or political
subdivision thereof, including any subdivision or ongoing business of any such
entity or substantially all of the assets of any such entity, subdivision or
business.  

                    “principal”
of a Security means the principal amount due on the Stated Maturity as set
forth on the face of the Security.  

                    “Purchase
Agreement” means the Purchase Agreement, dated as of November 3, 2004, between
the Company and the Initial Purchasers. 


                    “Redemption
Date” when used with respect to any Security to be redeemed, means the date
fixed by the Company for such redemption pursuant to this Indenture, as set
forth in the form of Security annexed as Exhibit A hereto. 


                    “Redemption
Price” when used with respect to any Security to be redeemed, means the price
fixed for such redemption pursuant to this Indenture as set forth in the form
of Security annexed as Exhibit A hereto. 

                    “Registration
Rights Agreement” means the Registration Rights Agreement dated as of November
9, 2004 entered into by the Company and the Initial Purchasers.  

                    “Regular
Record Date” means, with respect to the interest payable on any Interest
Payment Date, the close of business on the April 24 or October 24 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date.  

                    “Responsible
Officer” means, when used with respect to the Trustee, any officer within the
Corporate Trust Office of the Trustee with direct responsibility for
administration of this Indenture.  

                    
“Restricted Security” means a Security required to bear the restrictive legend
set forth in the form of Security set forth in Exhibits A and B of this
Indenture.  

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

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


                    “Sale
Price” as of any date means the closing per share sale price (or if no closing
sale price is reported, the average of the bid price and ask prices or, if more
than one in either case, the average of the average bid and average ask prices)
on such date on the Nasdaq National Market or such other principal United
States securities exchange on which the Ordinary Shares are traded or, if the
Ordinary Shares are not listed on a United States national or regional
securities exchange, as reported by the OTC Bulletin Board or successor thereto
or by Pink Sheets LLC (formerly the National Quotation Bureau Incorporated) or
a successor thereto.  In the absence of
a quotation, the Company will determine the sale price on the basis of such
quotations as the Company considers appropriate.

5










                    “SEC”
means the Securities and Exchange Commission. 


                    “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.  

                    “Share
Capital” of any corporation means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock or other equity issued by that
corporation. 

                    “Significant
Subsidiary” means any Subsidiary that would be, as of the date of the
applicable action set forth in Section 6.01(6) or Section 6.01(7) hereof, a
“significant subsidiary” of the Company within the meaning of Rule 1-02(w) of
Regulation S-X promulgated by the SEC.  


                    “Stated
Maturity”, when used with respect to any Security, means the date specified in
such Security as the fixed date on which the principal of such Security is due
and payable.  

                    “Subsidiary”
means, with respect to any person, (1) any corporation of which at least a
majority of the outstanding stock having by the terms thereof voting power for
the election of directors for such corporation under ordinary circumstances is
at the time, directly or indirectly, owned by such person or (2) any other
person of which at least a majority of the outstanding voting interest under
ordinary circumstances is at the time, directly or indirectly, owned by such
person.  

                    “TIA”
means the Trust Indenture Act of 1939 as in effect on the date of this
Indenture, provided, however, that in the event the TIA is
amended after such date, TIA means, to the extent required by any such
amendment, the TIA as so amended.  

                    “Trading
Day” means a day during which trading in securities generally occurs on the
Nasdaq National Market or, if the Ordinary Shares are not quoted on the Nasdaq
National Market, on the principal other market on which the Ordinary Shares are
then traded.  

                    “Trustee”
means the party named as the “Trustee” in the first paragraph of this Indenture
until a successor replaces it pursuant to the applicable provisions of this
Indenture and, thereafter, shall mean such successor.  The foregoing sentence shall likewise apply to any subsequent
such successor or successors.  

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


6








                    SECTION 1.02 Other Definitions.


	
  Term
	
   
	
  Defined in Section

	
  



  	
   
	
  



  
	
   
	
   
	
   
	
   

	
  “Act”
	
   
	
  1.05(a)
	
   

	
  “Additional
  Amounts”
	
   
	
  4.07(a)
	
   

	
  “Additional
  Interest Amount Notice”
	
   
	
  4.08
	
   

	
  “Agent
  Members”
	
   
	
  2.12(f)(5)
	
   

	
  “Company Put
  Right Notice”
	
   
	
  3.10(b)
	
   

	
  “Conversion
  Consideration”
	
   
	
  10.02(c)
	
   

	
  “Conversion
  Date”
	
   
	
  10.02(c)
	
   

	
  “Conversion
  Notice”
	
   
	
  10.02(a)
	
   

	
  “Conversion
  Rate”
	
   
	
  10.01(a)
	
   

	
  “Current
  Market Price”
	
   
	
  10.04(g)
	
   

	
  “Definitive
  Registered Securities”
	
   
	
  4.07(a)
	
   

	
  “Depositary”
	
   
	
  2.01(a)
	
   

	
  “DTC”
	
   
	
  2.01(a)
	
   

	
  “Effective
  Date”
	
   
	
  10.02(d)
	
   

	
  “Election
  Date”
	
   
	
  10.02(d)
	
   

	
  “Exchange
  Act”
	
   
	
  3.07(a)(i)
	
   

	
  “Fundamental
  Change”
	
   
	
  3.07(a)
	
   

	
  “Fundamental
  Change Purchase Date”
	
   
	
  3.07(a)
	
   

	
  “Fundamental
  Change Purchase Notice”
	
   
	
  3.07(c)
	
   

	
  “Fundamental
  Change Purchase Price”
	
   
	
  3.07(a)
	
   

	
  “excluded
  securities”
	
   
	
  10.04(d)
	
   

	
  “Expiration
  Time”
	
   
	
  10.04(f)
	
   

	
  “Ex-Dividend
  Date”
	
   
	
  10.12
	
   

	
  “fair market
  value”
	
   
	
  10.04(g)
	
   

	
  “Legal
  Holiday”
	
   
	
  11.08
	
   

	
  “Legend”
	
   
	
  2.06(f)
	
   

	
  “Make-Whole
  Premium”
	
   
	
  3.07(a)
	
   

	
  “Non-Electing
  Share”
	
   
	
  10.11
	
   

	
  “Notice of
  Default”
	
   
	
  6.01
	
   

	
  “Other
  Jurisdictions”
	
   
	
  4.07(a)
	
   

	
  “Purchased
  Shares”
	
   
	
  10.04(f)
	
   

	
  “Put Right
  Purchase Date
	
   
	
  3.10(a)
	
   

	
  “Put Right
  Purchase Price”
	
   
	
  3.10(a)
	
   

	
  “Put Right
  Purchase Notice”
	
   
	
  3.10(e)
	
   

	
  “Post-Distribution
  Price”
	
   
	
  10.12
	
   

	
  “QIBs”
	
   
	
  2.01(a)
	
   

	
  “Record
  Date”
	
   
	
  10.04(g)
	
   

	
  “Reference
  Period”
	
   
	
  10.04(d)
	
   

	
  “Redemption
  Notice”
	
   
	
  3.03(a)
	
   

	
  “Registrar”
	
   
	
  2.03
	
   

	
  “Rule 144A
  Information”
	
   
	
  4.06
	
   

	
  “Share
  Price”
	
   
	
  3.07(a)
	
   

	
  “Spinoff
  Securities”
	
   
	
  10.12
	
   

	
  “Spinoff
  Valuation Period”
	
   
	
  10.12
	
   

	
  “Taxes”
	
   
	
  4.07(a)
	
   

	
  “transfer”
	
   
	
  2.12(e)
	
   




7










                    SECTION
1.03  Incorporation by Reference of Trust
Indenture Act.  Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following
meanings:  


                    “Commission”
means the SEC.  


                    “indenture
Securities” means the Securities.  

                    “indenture
Security holder” means a Holder.  

                    “indenture
trustee” or “institutional trustee” means the Trustee.  

                    “obligor”
on the indenture Securities means the Company. 


                    All
other TIA terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by SEC rule have the meanings
assigned to them by such definitions.  

                    SECTION
1.04  Rules of Construction.  Unless the context otherwise requires:  

	
   
	
            (a)     a term has the meaning assigned to
  it;  

	
   
	
   

	
   
	
            (b)     an accounting term not otherwise defined
  has the meaning assigned to it in accordance with GAAP as in effect from time
  to time;  

	
   
	
   

	
   
	
            (c)     “or” is not exclusive;  

	
   
	
   

	
   
	
            (d)     “including” means including, without
  limitation; and  

	
   
	
   

	
   
	
            (e)     words in the singular include the plural,
  and words in the plural include the singular.  




                    SECTION
1.05  Acts of Holders.  (a) 
Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by their agent duly appointed
in writing; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of Holders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose  of this Indenture and conclusive in favor of
the Trustee and the Company, if made in the manner provided in this
Section.  

8











                    (b)     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 such officer the
execution thereof.  Where such execution
is by a signer acting in a capacity other than such signer’s individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of such signer’s authority.  The fact
and date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other manner that the
Trustee deems sufficient.  

                    (c)     The ownership of Securities shall be proved
by the register for the Securities or by a certificate of the Registrar.  

                    (d)     Any request, demand, authorization,
direction, notice, consent, 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. 


                    (e)     If the Company shall solicit from the
Holders any request, demand, authorization, direction, notice, consent, waiver
or other Act, the Company may, at its option, by or pursuant to a resolution of
the Board of Directors, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation
to do so.  If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for purposes of determining whether Holders of the requisite
proportion of outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the outstanding Securities shall be computed as
of such record date; provided that no such authorization, agreement or consent
by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than
six months after the record date.  

ARTICLE 2


THE SECURITIES

                    SECTION
2.01  Form and Dating.  The Securities shall be substantially in the
form of Exhibits A and B, which are incorporated into and made a part of this
Indenture and the Trustee’s certificate of authentication shall be in the form
included in such Exhibits A and B.  The
Securities may have notations, legends or endorsements required by law, stock
exchange rule or usage (provided that any such notation, legend or endorsement
required by usage is in a form acceptable to the Company).  The Company shall provide any such
notations, legends or endorsements to the Trustee in writing.  Each Security shall be dated the date of its
authentication.

9










                    (a)     144A Global Securities. 
All of the Securities are initially being offered and sold to “qualified
institutional buyers” as defined in Rule 144A (“QIBs”) in reliance on Rule 144A
and shall be issued initially in the form of a 144A Global Security, which
shall be deposited with the Trustee at its Corporate Trust Office, as custodian
for, and registered in the name of, The Depository Trust Company (“DTC”) or its
nominee (such depositary, or any successor thereto, and any such nominee being
hereinafter referred to as the “Depositary”) duly executed by the Company and
authenticated by the Trustee as hereinafter provided.  The aggregate principal amount of the 144A Global Security may
from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depositary as hereinafter provided.  

                    (b)     Global Securities in General. 
Except as provided in Section 2.06 or 2.12, owners of beneficial
interests in Global Securities will not be entitled to receive physical
delivery of Certificated Securities. 
Each Global Security shall represent such of the outstanding Securities
as shall be specified therein and each shall provide that it shall represent
the aggregate principal amount of outstanding Securities from time to time
endorsed thereon and that the aggregate principal amount of outstanding
Securities represented thereby may from time to time be reduced or increased,
as appropriate, to reflect exchanges and conversions.   Any adjustment of the aggregate principal amount of a Global
Security to reflect the amount of any increase or decrease in the principal
amount of outstanding Securities represented thereby shall be made by the
Trustee in accordance with instructions given by the Holder thereof as required
by Section 2.12 hereof and shall be made on the records of the Trustee and the
Depositary. 

                    Members of, or participants in, the
Depositary (“Agent Members”) shall have no rights under this Indenture with
respect to any Global Security held on their behalf by the Depositary or under
the Global Security, and the Depositary (including, for this purpose, its
nominee) may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner and Holder of such Global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall (1) prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or (2) impair, as between the
Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a Holder of any Security.  


                    (c)     Book-Entry Provisions. 
This Section 2.01(c) shall apply only to Global Securities deposited
with or on behalf of the Depositary.  


10








                    The
Company shall execute and the Trustee shall, in accordance with this Section
2.01(c), authenticate and deliver initially one or more Global Securities that
(a) shall be registered in the name of the Depositary, (b) shall be delivered
by the Trustee to the Depositary or pursuant to the Depositary’s instructions
or held by the Trustee as custodian for such Depositary and (c) shall bear
legends substantially to the following effect:


	
   
	
  “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 HEREON 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. 

	
   
	
   

	
   
	
  TRANSFERS OF
  THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART,
  TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH
  SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL
  BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
  ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.”  




                    (d)     Certificated Securities. 
Securities not issued as interests in the Global Securities will be
issued in certificated form substantially in the form of Exhibit B attached
hereto.  

                    SECTION
2.02  Execution and Authentication.  (a) 
An Officer shall sign the Security for the Company by manual or
facsimile signature.  


                    (b)     Securities bearing the manual or facsimile
signatures of individuals who were at the time of the execution of the Securities
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 authentication of such Securities. 



                    (c)     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 duly executed by the Trustee by manual signature of an
authorized signatory of the Trustee, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder.  


                    (d)     The Trustee shall authenticate and deliver
Securities for original issue in an aggregate principal amount of up to
$100,000,000, or an aggregate principal amount of up to $125,000,000 if the 30-day
Option is exercised fully, upon a Company Order without any further action by
the Company.  The aggregate principal
amount of Securities outstanding at any time may not exceed the amount set
forth in the foregoing sentence, except as provided in Section 2.07.


11











                    (e)     The Securities shall be issued only in
registered form without coupons and only in denominations of $1,000 in
principal amount and any integral multiple thereof.  

                    SECTION
2.03  Registrar, Paying Agent and Conversion Agent.  (a) 
The Company shall maintain in The Borough of Manhattan, The City of New
York an office or agency where Securities may be presented for registration of
transfer or for exchange (“Registrar”), an office or agency where Securities
may be presented for purchase or payment (“Paying Agent”) and an office or
agency where Securities may be presented for conversion (“Conversion Agent”)
and one or more offices or agencies where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served.  The Company initially designates the Trustee
at its office in the Borough of Manhattan, The City of New York to act as
Registrar, Paying Agent and Conversion Agent. 
The Registrar shall keep a register of the Securities and of their
transfer and exchange.  The Company may
have one or more co-registrars, one or more additional paying agents and one or
more additional conversion agents.  The
term Paying Agent includes any additional paying agent, including any named
pursuant to Section 4.05.  The term
Conversion Agent includes any additional conversion agent, including any named
pursuant to Section 4.05.  


                    (b)     The Company shall enter into an appropriate
agency agreement with any Registrar, Paying Agent, Conversion Agent or
co-registrar (other than the Trustee). 
The agreement shall implement the provisions of this Indenture that
relate to such agent.  The Company shall
notify the Trustee of the name and address of any such agent.  If the Company fails to maintain a
Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section
7.07.  The Company or any Subsidiary or
an Affiliate of either of them may act as Paying Agent, Registrar, Conversion
Agent or co-registrar.  


                    (c)     The Company initially appoints the Trustee
as Registrar, Conversion Agent and Paying Agent in connection with the
Securities.  


                    SECTION
2.04  Paying Agent to Hold Money and Securities in
Trust.  Except as otherwise
provided herein, on or prior to 10:00 a.m., New York City time, on each due
date of payments in respect of any Security, the Company shall deposit with the
Paying Agent a sum of money (in immediately available funds if deposited on the
due date) sufficient to make such payments when so becoming due.  The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold
in trust for the benefit of Holders or the Trustee all money held by the Paying
Agent for the making of payments in respect of the Securities and shall notify
the Trustee of any default by the Company in making any such payment.  At any time during the continuance of any
such default, the Paying Agent shall, upon the written request of the Trustee,
forthwith pay to the Trustee all money so held in trust.  If the Company, a Subsidiary or an Affiliate
of either of them acts as Paying Agent, it shall segregate the money held by it
as Paying Agent and hold it as a separate trust fund.  The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee and to account for any funds disbursed by it.  Upon doing so, the Paying Agent shall have
no further liability for the money.


12 










                    SECTION
2.05  Holder Lists.  The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders.  If the
Trustee is not the Registrar, the Company shall cause to be furnished to the
Trustee as soon as reasonably practicable following each Regular Record Date
and at such other times as the Trustee may request in writing a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of Holders.  


                    SECTION
2.06  Transfer and Exchange.  Subject to Sections 2.01(b), 2.06(b) and
2.12 hereof, (i)  upon surrender for registration of transfer
of any Security, together with a written instrument of transfer satisfactory to
the Registrar duly executed by the Holder or such Holder’s attorney duly
authorized in writing, at the office or agency of the company designated as
Registrar or co-registrar pursuant to Section 2.03, 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
denomination or denominations, of a like aggregate principal amount.  The Company shall not charge a service
charge for any registration of transfer or exchange, but the Company may
require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges that may be imposed in connection with the transfer or
exchange of the Securities from the Holder requesting such transfer or
exchange.  


                    (ii)     At
the option of the Holder, Securities may be exchanged for other Securities of
any authorized denomination or denominations, of a like aggregate principal
amount, upon surrender of the Securities to be exchanged, together with a
written instrument of transfer satisfactory to the Registrar duly executed by
the Holder or such Holder’s attorney duly authorized in writing, at such office
or agency.  Whenever any Securities are
so surrendered for exchange, the Company shall execute, and the  Trustee shall authenticate and deliver, the
Securities that the Holder making the exchange is entitled to receive.  


                    (iii)     The
Company shall not be required to make, and the Registrar need not register,
transfers or exchanges of Securities in respect of which a Fundamental Change
Purchase Notice has been given and not withdrawn by the Holder thereof in
accordance with the terms of this Indenture (except, in the case of Securities
to be purchased in part, the portion thereof not to be purchased).  

                    (b)     Notwithstanding any provision to the
contrary herein, so long as a Global Security remains outstanding and is held
by or on behalf of the Depositary, transfers of a Global Security, in whole or
in part, shall be made only in accordance with Section 2.12 and this Section
2.06(b).  Transfers of a Global Security
shall be limited to transfers of such Global Security in whole, or in part, to
nominees of the Depositary or to a successor of the Depositary or such
successor’s nominee.  

13










                    (c)     Successive registrations and registrations
of transfers and exchanges as aforesaid may be made from time to time as
desired, and each such registration shall be noted on the register for the
Securities.  

                    (d)     Any Registrar appointed pursuant to Section
2.03 hereof shall provide to the Trustee such information as the Trustee may
reasonably require in connection with the delivery by such Registrar of
Securities upon transfer or exchange of Securities.  

                    (e)     No Registrar shall be required to make
registrations of transfer or exchange of Securities during any periods
designated in the text of the Securities or in this Indenture as periods during
which such registration of transfers and exchanges need not be made.  

                    (f)     If Securities are issued upon the transfer,
exchange or replacement of Securities subject to restrictions on transfer and bearing
the legends set forth on the form of Security attached hereto as Exhibits A and
B setting forth such restrictions (collectively, the “Legend”), or if a request
is made to remove the Legend on a Security, the Securities so issued shall bear
the Legend, or the Legend shall not be removed, as the case may be, unless
there is delivered to the Company and the Registrar such satisfactory evidence,
which shall include an Opinion of Counsel, as may be reasonably required by the
Company and the Registrar, that neither the Legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply
with the provisions of Rule 144A or Rule 144 under the Securities Act or that
such Securities are not “restricted” within the meaning of Rule 144 under the
Securities Act.  Upon (i) provision of
such satisfactory evidence, or (ii) notification by the Company to the Trustee
and Registrar of the sale of such Security pursuant to a registration statement
that is effective at the time of such sale, the Trustee, at the written
direction of the Company, shall authenticate and deliver a Security that does
not bear the Legend.  

                    (g)     Any Security or Ordinary Shares issued upon
the conversion or exchange of a Security that is purchased or owned by the
Company or any Affiliate thereof may not be resold by the Company or such
Affiliate unless registered under the Securities Act or resold pursuant to an
exemption from the registration requirements of the Securities Act in a transaction
which results in such Securities or Ordinary Shares, as the case may be, no
longer being “restricted securities” (as defined under Rule 144).  

                    SECTION
2.07  Replacement Securities.  (a) 
If any mutilated Security is surrendered to the Trustee, or (b) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee such Security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Company or
the Trustee that such Security has been acquired by a protected purchaser, the
Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in exchange for any such mutilated Security or in
lieu of any such destroyed, lost or stolen Security, a new Security of like
tenor and principal amount, bearing a number not contemporaneously
outstanding.  

14










                    (b)     In case any such mutilated, destroyed, lost
or stolen Security has become or is about to become due and payable, or is
about to be purchased by the Company pursuant to Article 3 hereof, the Company
in its discretion may, instead of issuing a new Security, pay or purchase such
Security, as the case may be.  

                    (c)     Upon the issuance of any new Securities
under this Section 2.07, 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 and any other expenses (including the fees and expenses of the
Trustee) connected therewith.  

                    (d)     Every new Security issued pursuant to this
Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all benefits of this Indenture
equally and proportionately with any and all other Securities duly issued
hereunder.  

                    (e)     The provisions of this Section 2.07 are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.  

                    SECTION
2.08  Outstanding Securities; Determinations of
Holders’ Action.  (a)  Securities outstanding at any time are all
the Securities authenticated by the Trustee except for those cancelled by it or
delivered to it for cancellation, those paid pursuant to Section 2.07 and those
described in this Section 2.08 as not outstanding.  A Security does not cease to be outstanding because the Company
or an Affiliate thereof holds the Security; provided, however,
that in determining whether the Holders of the requisite principal amount of
the outstanding Securities have given or concurred in 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 request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
knows to be so owned shall be so disregarded. 
Subject to the foregoing, only Securities outstanding at the time of
such determination shall be considered in any such determination (including,
without limitation, determinations pursuant to Articles 6 and 9).  

                    (b)     If a Security is replaced pursuant to
Section 2.07, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Security is held by a protected
purchaser.  

                    (c)     If the Paying Agent holds, in accordance
with this Indenture, on or prior to the Business Day following the Fundamental
Change Purchase Date, or on the Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities payable on that date, then
immediately after such Fundamental Change Purchase Date or Stated Maturity, as
the case may be, such Securities shall cease to be outstanding and interest on
such Securities shall cease to accrue.  

15










                    (d)     If a Security is converted in accordance
with Article 10, then from and after the time of conversion on the Conversion
Date, such Security shall cease to be outstanding and interest shall cease to
accrue on such Security.  

                    SECTION
2.09  Temporary Securities(a)  Pending the preparation of definitive
Securities, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities
may determine, as conclusively evidenced by their execution of such
Securities.  

                    (b)     If temporary Securities are issued, the
Company will cause definitive Securities to be prepared without unreasonable
delay.  After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 2.03,
without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Securities the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of authorized
denominations.  Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities. 


                    SECTION
2.10  Cancellation.  All Securities surrendered for payment,
purchase by the Company pursuant to Article 3, conversion or registration of
transfer or exchange shall, if surrendered to any person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it.  The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the Trustee.  The Company may not reissue, reoffer or
resell new Securities to replace Securities it has paid or delivered to the
Trustee for cancellation or that any Holder has converted pursuant to Article
10.  No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section 2.10, except as expressly permitted by this Indenture.  All cancelled Securities shall be disposed
of by the Trustee in accordance with its customary procedures.  

                    SECTION
2.11  Persons Deemed Owners.  Prior to due presentment of a 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 such Security is registered
as the owner of such Security for the purpose of receiving payment of principal
of the Security or the payment of any Fundamental Change Purchase Price in
respect thereof, and interest thereon, for the purpose of conversion and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary. 


16










                    SECTION
2.12  Global Securities.  (a) 
Notwithstanding any other provisions of this Indenture or the
Securities, (A) transfers of a Global Security, in whole or in part, shall be made only in accordance with Sections 2.06 and 2.12(a)(i),
(B) transfer of a beneficial interest in a Global Security for a Certificated
Security shall comply with Sections 2.06 and 2.12(a)(ii) below, and (C)
transfers of a Certificated Security shall comply with Section 2.06 and
Sections 2.12(a)(iii) and (iv) below.  


	
   
	
            (i)     Transfer
  of Global Security.  A Global
  Security may not be transferred, in whole or in part, to any Person other
  than the Depositary or a nominee or any successor thereof, and no such
  transfer to any such other Person may be registered; provided that this
  clause (i) shall not prohibit any transfer of a Security that is issued in
  exchange for a Global Security but is not itself a Global Security.  No transfer of a Security to any Person
  shall be effective under this Indenture or the Securities unless and until
  such Security has been registered in the name of such Person.  Nothing in this Section 2.12(a)(i) shall
  prohibit or render ineffective (i) any transfer of a beneficial interest in a
  Global Security effected in accordance with the other provisions of this
  Section 2.12(a); and (ii) the transfer and exchange of beneficial interests
  in a Global Security effected through the Depositary in accordance with this
  Indenture and the procedures of the Depositary.  

	
   
	
   

	
   
	
            (ii)     Restrictions
  on Transfer of a Beneficial Interest in a Global Security for a Certificated
  Security.  A beneficial interest
  in a Global Security may not be exchanged for a Certificated Security except
  upon satisfaction of the requirements set forth below.  Upon receipt by the Trustee of a transfer
  of a beneficial interest in a Global Security in accordance with Applicable
  Procedures for a Certificated Security in the form satisfactory to the
  Trustee, together with:  





	
   
	
           (1)     so
  long as the Securities are Restricted Securities, a certification in the form
  set forth in Exhibit C;  

	
   
	
   

	
   
	
           (2)     written
  instructions from the Company to the Trustee to make, or direct the Registrar
  to make, an adjustment on its books and records with respect to such Global
  Security to reflect a decrease in the aggregate principal amount of the
  Securities represented by the Global Security, such instructions to contain
  information regarding the Depositary account to be credited with such
  decrease; and  

	
   
	
   

	
   
	
           (3)     if
  the Company or Registrar so requests, an opinion of counsel or other evidence
  reasonably satisfactory to them as to the compliance with the restrictions
  set forth in the Legend, 




then the Trustee shall cause, or direct the Registrar to cause, in
accordance with the standing instructions and procedures existing between the
Depositary and the Registrar, the aggregate principal amount of Securities
represented by the Global Security to be decreased by the aggregate principal
amount of the Certificated Security to be issued, shall issue such Certificated
Security and shall debit or cause to be debited to the account of the Person
specified in such instructions a beneficial interest in the Global Security
equal to the principal amount of the Certificated Security so issued.  

17









	
   
	
            (iii)     Transfer
  and Exchange of Certificated Securities. 
  When Certificated Securities are presented to the Registrar with a
  request:  





	
   
	
           (x)     to
  register the transfer of such Certificated Securities; or  

	
   
	
   

	
   
	
           (y)     to
  exchange such Certificated Securities for an equal principal amount of
  Certificated Securities of other authorized denominations, 





	
   
	
  the
  Registrar shall register the transfer or make the exchange as requested if
  its reasonable requirements for such transaction are met; provided, however,
  that the Certificated Securities surrendered for transfer or exchange:  





	
   
	
           (1)     shall
  be duly endorsed or accompanied by a written instrument of transfer in form
  reasonably satisfactory to the Company and the Registrar, duly executed by
  the Holder thereof or his attorney duly authorized in writing; and  

	
   
	
   

	
   
	
           (2)     so
  long as such Securities are Restricted Securities, such Securities are being
  transferred or exchanged pursuant to an effective registration statement
  under the Securities Act or pursuant to clause (A), (B) or (C) below, and are
  accompanied by the following additional information and documents, as
  applicable:  





	
   
	
            (A)     if
  such Certificated Securities are being delivered to the Registrar by a Holder
  for registration in the name of such Holder, without transfer, a
  certification from such Holder to that effect; or  

	
   
	
   

	
   
	
            (B)     if
  such Certificated Securities are being transferred to the Company, a
  certification to that effect; or  

	
   
	
   

	
   
	
            (C)     if
  such Certificated Securities are being transferred pursuant to an exemption
  from registration, (i) a certification to that effect (in the form set forth
  in Exhibit C, if applicable) and (ii) if the Company or Registrar so
  requests, an Opinion of Counsel or other evidence reasonably satisfactory to
  them as to the compliance with the restrictions set forth in the Legend.  





	
   
	
            (iv)     Restrictions
  on Transfer of a Certificated Security for a Beneficial Interest in a Global
  Security.  A Certificated Security
  may not be exchanged for a beneficial interest in a Global Security except
  upon satisfaction of the requirements set forth below.  Upon receipt by the Trustee of a
  Certificated Security, duly endorsed or accompanied by appropriate
  instruments of transfer, in form reasonably satisfactory to the Trustee,
  together with:  





	
   
	
           (1)     so
  long as the Securities are Restricted Securities, certification, in the form
  set forth in Exhibit C, that such Certificated Security is being transferred
  to a QIB in accordance with Rule 144A; and 
  




18









	
   
	
           (2)     written
  instructions directing the Trustee to make, or to direct the Registrar to
  make, an adjustment on its books and records with respect to such Global
  Security to reflect an increase in the aggregate principal amount of the
  Securities represented by the Global Security, such instructions to contain
  information regarding the Depositary account to be credited with such
  increase, then the Trustee shall cancel such Certificated Security and cause,
  or direct the Registrar to cause, in accordance with the standing
  instructions and procedures existing between the Depositary and the
  Registrar, the aggregate principal amount of Securities represented by the
  Global Security to be increased by the aggregate principal amount of the
  Certificated Security to be exchanged, and shall credit or cause to be
  credited to the account of the Person specified in such instructions a
  beneficial interest in the Global Security equal to the principal amount of
  the Certificated Security so cancelled. 
  If no Global Securities are then outstanding, the Company shall issue
  and the Trustee shall authenticate, upon written order of the Company in the
  form of an Officers’ Certificate, a new Global Security in the appropriate
  principal amount.  




                     (b)     Subject to the succeeding paragraph, every
Security shall be subject to the restrictions on transfer provided in the Legend,
including the delivery of an Opinion of Counsel, if so provided.  Whenever any Restricted Security is
presented or surrendered for registration of transfer or for exchange for a
Security registered in a name other than that of the Holder, such Security must
be accompanied by a certificate in substantially the form set forth in Exhibit
C, dated the date of such surrender and signed by the Holder of such Security,
as to compliance with such restrictions on transfer.  The Registrar shall not be required to accept for such
registration of transfer or exchange any Security not so accompanied by a
properly completed certificate and other evidence the Registrar may request as
to the compliance with the restrictions set forth in the Legend.  

                     (c)     The restrictions imposed by the Legend upon
the transferability of any Security shall cease and terminate when such
Security has been sold pursuant to an effective registration statement under
the Securities Act or transferred in compliance with Rule 144 or, if earlier,
upon the expiration of the holding period applicable to sales thereof under
Rule 144(k).  Any Security as to which
such restrictions on transfer shall have expired in accordance with their terms
or shall have terminated may, upon a surrender of such Security for exchange to
the Registrar in accordance with the provisions of this Section 2.12
(accompanied, in the event that such restrictions on transfer have terminated
by reason of a transfer in compliance with Rule 144, by an Opinion of Counsel
having substantial experience in practice under the Securities Act and
otherwise reasonably acceptable to the Company, addressed to the Company and in
form acceptable to the Company, to the effect that the transfer of such
Security has been made in compliance with Rule 144 or such successor
provision), be exchanged for a new Security, of like tenor and aggregate
principal amount, which shall not bear the restrictive Legend.  The Company shall inform the Trustee of the
effective date of any registration statement registering the Securities under
the Securities Act.  The Trustee shall
have no obligation or duty to monitor, determine or inquire as to compliance
with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Security
(including any transfers between or among DTC participants, members or
beneficial owners in any Global Security) other than to require delivery of
such certificates and other documentation or evidence as are expressly required
by, and to do so if and when expressly required by, the terms of this
Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof. 
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 opinion of
counsel or registration statement.  


19











                     (d)     In the event that Rule 144(k) as promulgated
under the Securities Act is amended to shorten the two-year restriction period,
then restrictions on transfer on the Securities and the Ordinary Shares will be
deemed to refer to the shortened restriction period.  The Company undertakes to inform the Trustee if such change to
Rule 144(k) occurs and the effect (if any) to the restrictions on transfer
applicable to the Securities and Ordinary Shares and shall provide additional
information (including an Opinion of Counsel and/or an Officers’ Certificate)
if so requested by the Trustee.  

                     (e)     As used in the preceding two paragraphs of
this Section 2.12, the term “transfer” encompasses any sale, pledge, transfer,
hypothecation or other disposition of any Security.  


                     (f)     The provisions of clauses (1), (2), (3), (4)
and (5) below shall apply only to Global Securities:  


	
   
	
            (1)     Notwithstanding
  any other provisions of this Indenture or the Securities, except as provided
  in Section 2.12(a)(i), a Global Security shall not be exchanged in whole or
  in part for a Security registered in the name of any Person other than the
  Depositary or one or more nominees thereof; provided that a Global Security
  may be exchanged for Securities registered in the names of any person
  designated by the Depositary in the event that (i) the Depositary has
  notified the Company that it is unwilling or unable to continue as Depositary
  for such Global Security or such Depositary has ceased to be a “clearing
  agency” registered under the Exchange Act, and a successor Depositary is not
  appointed by the Company within 90 days or (ii) an Event of Default has
  occurred and is continuing with respect to the Securities.  Any Global Security exchanged pursuant to
  clause (i) above shall be so exchanged in whole and not in part, and any
  Global Security exchanged pursuant to clause (ii) above may be exchanged in
  whole or from time to time in part as directed by the Depositary.  Any Security issued in exchange for a
  Global Security or any portion thereof shall be a Global Security; provided
  that any such Security so issued that is registered in the name of a Person
  other than the Depositary or a nominee thereof shall not be a Global
  Security.  

  



20









	
   
	
            (2)     Securities
  issued in exchange for a Global Security or any portion thereof shall be
  issued in definitive, fully registered form, without interest coupons, shall
  have an aggregate principal amount equal to that of such Global Security or
  portion thereof to be so exchanged, shall be registered in such names and be
  in such authorized denominations as the Depositary shall designate and shall
  bear the applicable legends provided for herein.  Any Global Security to be exchanged in whole shall be
  surrendered by the Depositary to the Trustee, as Registrar.  With regard to any Global Security to be
  exchanged in part, either such Global Security shall be so surrendered for
  exchange or, if the Trustee is acting as custodian for the Depositary or its
  nominee with respect to such Global Security, the principal amount thereof
  shall be reduced, by an amount equal to the portion thereof to be so
  exchanged, by means of an appropriate adjustment made on the records of the
  Trustee.  Upon any such surrender or
  adjustment, the Trustee shall authenticate and deliver the Security issuable
  on such exchange to or upon the order of the Depositary or an authorized
  representative thereof.  

	
   
	
   

	
   
	
            (3)     Subject
  to the provisions of clause (5) below, the registered Holder may grant
  proxies and otherwise authorize any Person, including Agent Members (as
  defined below) and persons that may hold interests through Agent Members, to
  take any action which a Holder is entitled to take under this Indenture or
  the Securities.  

	
   
	
   

	
   
	
            (4)     In
  the event of the occurrence of any of the events specified in clause (1)
  above, the Company will promptly make available to the Trustee a reasonable
  supply of Certificated Securities in definitive, fully registered form,
  without interest coupons.  

	
   
	
   

	
   
	
            (5)     Neither
  any members of, or participants in, the Depositary (collectively, the “Agent
  Members”) nor any other Persons on whose behalf Agent Members may act shall
  have any rights under this Indenture with respect to any Global Security
  registered in the name of the Depositary or any nominee thereof, or under any
  such Global Security, and the Depositary or such nominee, as the case may be,
  may be treated by the Company, the Trustee and any agent of the Company or
  the Trustee as the absolute owner and Holder of such Global Security for all purposes
  whatsoever.  Notwithstanding the
  foregoing, nothing herein shall prevent the Company, the Trustee or any agent
  of the Company or the Trustee from giving effect to any written
  certification, proxy or other authorization furnished by the Depositary or
  such nominee, as the case may be, or impair, as between the Depositary, its
  Agent Members and any other person on whose behalf an Agent Member may act,
  the operation of customary practices of such Persons governing the exercise
  of the rights of a Holder of any Security. 
  




                    SECTION
2.13  CUSIP Numbers.  The Company in issuing the Securities may
use “CUSIP” numbers; provided that any such notice may state that no
representation is made as to the correctness of such numbers as printed on the
Securities and that reliance may be placed only on the other identification
numbers printed on the Securities.  The
Company will promptly notify the Trustee of any change in the CUSIP numbers.  

                    SECTION
2.14  Defaulted Interest.  If the Company defaults in a payment of
interest on the Securities, it shall pay, or shall deposit with the Paying
Agent money in immediately available funds sufficient to pay, the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record
date.  A special record date, as used in
this Section 2.14 with respect to the payment of any defaulted interest, shall
mean the 15th day next preceding the date fixed by the Company for the payment
of defaulted interest, whether or not such day is a Business Day.  At least 15 days before the subsequent
special record date, the Company shall mail to each Holder and to the Trustee
(or cause the Trustee to mail to each Holder) a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest to be paid.  


21











                    SECTION
2.15  Registration Default.  The Additional Interest Amount shall be
payable upon the Securities in the case of an Event (as defined in the
Registration Rights Agreement).  If an
Event occurs, the Company shall deliver to the Trustee an Officers’ Certificate
stating (1) the Additional Interest Amount payable, (2) when such Additional
Interest Amount began accruing and (3) when such Additional Interest Amount is
payable.  Unless and until a Responsible
Officer of the Trustee receives such an Officer’s Certificate, the Trustee
shall assume that no Additional Interest Amount is payable.  

ARTICLE 3

PURCHASES OF
SECURITIES

                    SECTION
3.01  Rights to Redeem; Notice to Trustee.  (a) 
The Company may, at its option, redeem the Securities for cash at any
time on or after November 9, 2009, at a Redemption Price equal to $1,000 per
$1,000 principal amount of the Securities being redeemed, plus accrued and
unpaid interest to, but excluding, the Redemption Date; provided that if the
Redemption Date falls after a Regular Record Date and on or before the
corresponding Interest Payment Date, then the interest will be payable to the
Holders in whose names the Securities are registered at the close of business
on such Regular Record Date and the Redemption Price shall not include such
interest payment. Securities or portions of the Securities called for redemption
shall be convertible by the Holder in accordance with the provisions of Article
4 until the close of business on the Business Day prior to the Redemption
Date.  

                    (b)     If the Company elects to redeem Securities
pursuant to this Section 3.01, it shall notify the Trustee at least 25 days
prior to the Redemption Date as fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee) of the Redemption Date and the principal
amount of Securities to be redeemed. If fewer than all of the Securities are to
be redeemed, the record date relating to such redemption shall be selected by
the Company and given to the Trustee, which record date shall not be less than
five days after the date of notice to the Trustee. 


                    SECTION
3.02  Selection of Securities to be Redeemed.(a)  If less than all of the Securities are to be
redeemed, unless the procedures of the Depositary provide otherwise, the
Trustee shall, at least 20 days but not more than 60 days prior to the
Redemption Date, select the Securities to be redeemed. The Trustee shall make
the selection from the Securities outstanding and not previously called for
redemption by lot, or in its discretion, on a pro rata basis. Securities in
denominations of $1,000 may only be redeemed in whole. The Trustee may select
for redemption portions (equal to $1,000 or any integral multiple thereof) of
the principal of Securities that have denominations larger than $1,000.
Provisions of this Indenture that apply to Securities called for redemption
also apply to portions of Securities called for redemption. 


22











                    (b)     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 to be the portion selected for redemption.
Securities which have been converted subsequent to the Trustee commencing
selection of Securities to be redeemed but prior to redemption of such
Securities shall be treated by the Trustee as outstanding for the purpose of
such selection.  

                    SECTION
3.03  Notice of Redemption At least 20 days but not more than 60 days
before a Redemption Date, the Company shall mail or cause to be mailed a notice
of redemption (a “Redemption Notice”) to each Holder of Securities to be
redeemed at such Holder’s address as it appears on the Registrar’s books.  


                    (b)     The notice shall identify the Securities (including
CUSIP numbers) to be redeemed and shall state: 


	
   
	
            (1)     the
  Redemption Date; 

  
	
   
	
   

	
   
	
            (2)     the
  Redemption Price; 

	
   
	
   

	
   
	
            (3)     the
  then effective Conversion Price and Conversion Rate; 

	
   
	
   

	
   
	
            (4)     the
  name and address of each Paying Agent and Conversion Agent;  

	
   
	
   

	
   
	
            (5)     that
  Securities called for redemption must be presented and surrendered to a
  Paying Agent to collect the Redemption Price; 

	
   
	
   

	
   
	
            (6)     that
  Holders who wish to convert Securities must surrender such Securities for
  conversion no later than the close of business on the Business Day
  immediately preceding the Redemption Date and must satisfy the other
  requirements set forth in paragraph 9 of the Securities and Article 10
  hereof;  

	
   
	
   

	
   
	
            (7)     if
  applicable, the election of the Company (which election shall be irrevocable)
  to deliver Ordinary Shares, to pay cash in lieu of delivery of such shares,
  or to deliver and pay a combination of Ordinary Shares and cash, with respect
  to any Security that may be converted after mailing of such notice prior to
  the Redemption Date; 

	
   
	
   

	
   
	
            (8)     that,
  unless the Company defaults in making the payment of the Redemption Price,
  interest on Securities called for redemption shall cease to accrue on and
  after the Redemption Date and the only remaining right of the Holder shall be
  to receive payment of the Redemption Price plus any accrued and unpaid
  interest payable to such Holder upon presentation and surrender to a Paying
  Agent of the Securities; and  

	
   
	
   

	
   
	
            (9)     if
  any Security is being redeemed in part, the portion of the principal amount
  of such Security to be redeemed and that, after the Redemption Date, upon
  presentation and surrender of such Security, a new Security or Securities in
  aggregate principal amount equal to the unredeemed portion thereof will be
  issued. 




23










                    (c)     If any of the Securities to be redeemed is
in the form of a Global Security, then the Company shall modify such notice to
the extent necessary to accord with the procedures of the Depositary applicable
to redemptions. At the Company’s written request, which request shall (1) be
irrevocable once given and (2) set forth all relevant information required by
clauses (1) through (8) of Subsection 3.03(b), the Trustee shall give the
notice of redemption to each Holder in the Company’s name and at the Company’s
expense; provided, however, that, in all cases, the text of such
notice of redemption shall be prepared by the Company. 


                    SECTION
3.04  Effect of Notice of Redemption  Once notice of redemption is mailed,
Securities called for redemption become due and payable on the Redemption Date
and at the Redemption Price stated in the notice, together with any accrued and
unpaid interest payable upon redemption, except for Securities that are
converted in accordance with the provisions of Article 10.  On or after the Redemption Date and upon
presentation and surrender to a Paying Agent, Securities called for redemption
shall be paid at the Redemption Price, plus any accrued and unpaid interest, up
to but not including the Redemption Date; provided that if the Redemption Date
falls after a Regular Record Date and on or before an Interest Payment Date,
then interest on the Securities will be payable to the Holders in whose names
the Securities are registered at the close of business on such Regular Record
Date and the Redemption Price shall not include such interest payment.   


                    SECTION
3.05  Deposit of Redemption Price.  Prior to 10:00 a.m., New York City time, on
the Redemption Date, the Company shall deposit with a Paying Agent (or, if the
Company acts as Paying Agent, shall segregate and hold in trust) an amount of
money (in immediately available funds if deposited on such Redemption Date)
sufficient to pay the Redemption Price of, and any accrued and unpaid interest
payable upon redemption on, all Securities to be redeemed on that date, other
than Securities or portions thereof called for redemption on that date which
have been delivered by the Company to the Trustee for cancellation or have been
converted. The Paying Agent shall as promptly as practicable return to the
Company any money not required for that purpose because of the conversion of
Securities pursuant to Article 10 or, if such money is then held by the Company
in trust and is not required for such purpose, it shall be discharged from the
trust.  


                    SECTION
3.06  Securities Redeemed in Part.  Upon presentation and surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder a new Security equal in principal
amount to the unredeemed portion of the Security surrendered.  


                    SECTION
3.07  Purchase of Securities at Option of the
Holder upon Fundamental Change. 
(a)  If there shall have occurred
a Fundamental Change, all or any portion of the Securities of any Holder equal
to $1,000 or a whole multiple of $1,000 shall be purchased by the Company in
cash, at the option of such Holder, at a purchase price equal to 100% of the
principal amount of the Securities to be purchased, together with accrued and
unpaid interest, if any, to, but not including, the purchase date (the “Fundamental
Change Purchase Price”), on the date that is not later than 30 Business Days
after the date (the “Fundamental Change Purchase Date”) the Company provides
notice of a Fundamental Change in accordance with Section 3.07(b) hereof, provided,
however, that if the Fundamental Change Purchase Date falls after a
Regular Record Date but on or prior to the corresponding Interest Payment Date,
the accrued and unpaid interest becoming due on such Interest Payment Date
shall be payable to the Holders of such Securities, or one or more predecessor
Securities, registered as such on the relevant Regular Record Date according to
their terms, and the Fundamental Change Purchase Price shall not include such
interest payment.  


24











                    If
there shall have occurred a Fundamental Change pursuant to clause (i) or (ii)
of the definition thereof and the Fundamental Change Purchase Date with respect
to such Fundamental Change is on or before November 9, 2009, the Company will
pay on the Fundamental Change Purchase Date a Make-Whole Premium to the Holders
of the Securities in respect of which a Fundamental Change Purchase Notice (as
defined below) was given in addition to the Fundamental Change Purchase
Price.  The Make-Whole Premium will also
be paid on the Fundamental Change Purchase Date to the Holders of Securities
who convert their Securities on or after the date on which the Company has
given a notice to all Holders of Securities in accordance with Section 3.07(b)
hereof and on or before the Fundamental Change Purchase Date.  

                    The
“Make-Whole Premium” will be determined by reference to the table below and is
based on the date on which an applicable Fundamental Change becomes effective
(the “Effective Date”) and the price (the “Share Price”) paid per share of the
Company’s Ordinary Shares in the transaction constituting the Fundamental
Change.  If the holders of the Company’s
Ordinary Shares receive only cash in the transaction, the Share Price shall be
the cash amount paid per share of the Company’s Ordinary Shares.  Otherwise, the Share Price shall be equal to
the average Sale Price per share of the Company’s Ordinary Shares over the five
Trading Day period ending on the Trading Day immediately preceding the
Effective Date.  


                    The
following table shows what the Make-Whole Premium would be for each Share Price
and Effective Date set forth below, expressed as a percentage of the principal
amount of the Securities.  

MAKE-WHOLE PREMIUM UPON AN APPLICABLE FUNDAMENTAL CHANGE (% OF FACE
VALUE) 


	
   
	
   
	
  Effective
  Date
	
   

	
   
	
   
	
  



  	
   

	
  Stock Price

  on Effective

  Date
	
   
	
  November

  9, 2004
	
   
	
  November

  9, 2005
	
   
	
  November

  9, 2006
	
   
	
  November

  9, 2007
	
   
	
  November

  9, 2008
	
   
	
  November

  9, 2009
	
   

	
  



  	
   
	
  



  	
   
	
  



  	
   
	
  



  	
   
	
  



  	
   
	
  



  	
   
	
  



  	
   

	
  $14.12
	
   
	
  0.00
	
  %
	
   
	
  0.00
	
  %
	
   
	
  0.00
	
  %
	
   
	
  0.00
	
  %
	
   
	
  0.00
	
  %
	
   
	
  0.00
	
  %
	
   

	
  $17.50
	
   
	
  14.08
	
  %
	
   
	
  13.66
	
  %
	
   
	
  12.93
	
  %
	
   
	
  11.59
	
  %
	
   
	
  8.82
	
  %
	
   
	
  0.00
	
  %
	
   

	
  $20.00
	
   
	
  18.27
	
  %
	
   
	
  17.51
	
  %
	
   
	
  16.34
	
  %
	
   
	
  14.42
	
  %
	
   
	
  10.81
	
  %
	
   
	
  0.00
	
  %
	
   

	
  $25.00
	
   
	
  14.88
	
  %
	
   
	
  13.71
	
  %
	
   
	
  12.05
	
  %
	
   
	
  9.59
	
  %
	
   
	
  5.57
	
  %
	
   
	
  0.00
	
  %
	
   

	
  $30.00
	
   
	
  12.51
	
  %
	
   
	
  11.15
	
  %
	
   
	
  9.31
	
  %
	
   
	
  6.78
	
  %
	
   
	
  3.16
	
  %
	
   
	
  0.00
	
  %
	
   

	
  $35.00
	
   
	
  10.78
	
  %
	
   
	
  9.35
	
  %
	
   
	
  7.48
	
  %
	
   
	
  5.10
	
  %
	
   
	
  2.05
	
  %
	
   
	
  0.00
	
  %
	
   

	
  $40.00
	
   
	
  9.47
	
  %
	
   
	
  8.04
	
  %
	
   
	
  6.23
	
  %
	
   
	
  4.04
	
  %
	
   
	
  1.56
	
  %
	
   
	
  0.00
	
  %
	
   

	
  $45.00
	
   
	
  8.46
	
  %
	
   
	
  7.05
	
  %
	
   
	
  5.33
	
  %
	
   
	
  3.38
	
  %
	
   
	
  1.31
	
  %
	
   
	
  0.00
	
  %
	
   

	
  $50.00
	
   
	
  7.64
	
  %
	
   
	
  6.28
	
  %
	
   
	
  4.67
	
  %
	
   
	
  2.96
	
  %
	
   
	
  1.18
	
  %
	
   
	
  0.00
	
  %
	
   




25










                    The
actual Share Price and Effective Date may not be set forth on the table, in
which case: 


	
   
	
  -
	
  If the
  actual Share Price on the Effective Date is between two Share Prices on the
  table or the actual Effective Date is between two Effective Dates on the
  table, the Make-Whole Premium will be determined by a straight-line
  interpolation between the Make-Whole Premiums set forth for the two Share
  Prices and the two Effective Dates on the table based on a 360-day year, as
  applicable. 

	
   
	
   
	
   

	
   
	
  -
	
  If the Share
  Price on the Effective Date exceeds $50.00 per share (subject to adjustment
  as described below), no Make-Whole Premium will be paid. 

	
   
	
   
	
   

	
   
	
  -
	
  If the Share
  Price on the Effective Date is less than $14.12 per share (subject to
  adjustment as described below), no Make-Whole Premium will be paid.  




                    The
Share Prices set forth in the first column of the table above will be adjusted
as of any date on which the Conversion Rate is adjusted.  The adjusted Share Prices will equal the
Share Prices applicable immediately prior to such adjustment multiplied by a
fraction, the numerator of which is the Conversion Rate immediately prior to
the adjustment giving rise to the Share Price adjustment and the denominator of
which is the Conversion Rate so adjusted. 


                    The
Company shall pay, at its option, the Make-Whole Premium in cash, its Ordinary
Shares or the same form of consideration used to pay for its Ordinary Shares in
connection with the transaction constituting the applicable Fundamental Change,
or a combination thereof. 


                    If
the Company pays the Make-Whole Premium in its Ordinary Shares, the value of
its Ordinary Shares to be delivered in respect of the Make-Whole Premium shall
be deemed to be equal to the average Sale Price per share over the ten Trading
Day period ending on the Trading Day immediately preceding the Fundamental
Change Purchase Date.  The Company may
pay the Make-Whole Premium in its Ordinary Shares only if the information necessary
to calculate the Sale Price per share is published in a daily newspaper of
general circulation or by other appropriate means. 

                    In
addition, the Company’s right to pay the Make-Whole Premium in its Ordinary
Shares is subject to the satisfaction of the following:  

	
   
	
  -
	
  listing such
  ordinary shares on the Nasdaq National Market or, if not so listed, on the
  New York Stock Exchange;  

	
   
	
   
	
   

	
   
	
  -
	
  the
  registration of the ordinary shares 
  under the Securities Act and the Exchange Act, if required; and  

	
   
	
   
	
   

	
   
	
  -
	
  any
  necessary qualification or registration under applicable state securities law
  or the availability of an exemption from such qualification and registration.
  




26










                    If
such conditions are not satisfied with respect to a Holder prior to the close
of business on the Fundamental Change Purchase Date, the Company shall pay the
Make-Whole Premium in cash.  The Company
may not change the form of consideration to be paid with respect to the
Make-Whole Premium once it has given notice as set forth in Section 3.07(b) to
Holders, except as described in the immediately preceding sentence. 


                    If
the Company pays the Make-Whole Premium in the same form of consideration used
to pay for its Ordinary Shares in connection with the transaction constituting
the applicable Fundamental Change, the value of the consideration to be
delivered in respect of the Make-Whole Premium will be calculated as
follows:  

	
   
	
  -
	
  securities
  that are traded on a United States national securities exchange or approved
  for quotation on the Nasdaq National Market or any similar system of
  automated dissemination of quotations of securities prices will be valued
  based on the average closing price or last Sale Price, as applicable, over
  the ten Trading Day period ending on the Trading Day immediately preceding
  the Fundamental Change Purchase Date; 
  

	
   
	
   
	
   

	
   
	
  -
	
  other
  securities, assets or property (other than cash) will be valued based on 98%
  of the average of the fair market value of such securities, assets or
  property (other than cash) as determined by two independent nationally
  recognized investment banks selected by the Trustee; and  

	
   
	
   
	
   

	
   
	
  -
	
  100% of any
  cash.  




                    A
“Fundamental Change” with respect to the Company shall be deemed to have
occurred at such time after the original issuance of Securities as any of the
following events shall occur:  

	
   
	
            (i)     the
  acquisition by any person, including any syndicate or group deemed to be a
  “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as
  amended (the “Exchange Act”), of beneficial ownership (determined in
  accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act),
  directly or indirectly, through a purchase, merger (except a merger by the
  Company described in subclause (ii) of this definition) or other acquisition
  transaction or series of transactions, of Share Capital of the Company
  entitling that person to exercise 50% or more of the total voting power of
  all Share Capital of the Company entitled to vote generally in elections of
  directors, other than any acquisition by the Company, any of its Subsidiaries
  or any employee benefit plans of the Company; or  

	
   
	
   

	
   
	
            (ii)     any
  consolidation or merger of the Company with or into any other person, any
  merger of another person into the Company, or any conveyance, transfer, sale,
  lease or other disposition of all or substantially all of the Company’s
  properties and assets to another person, other than:  





	
   
	
   
	
            (A)     any
  transaction (1) that does not result in any reclassification, conversion,
  exchange or cancellation of outstanding shares of the Share Capital of the
  Company and (2) pursuant to which holders of the Share Capital of the Company
  immediately prior to the transaction are entitled to exercise, directly or
  indirectly, 50% or more of the total voting power of all shares of the Share
  Capital of the Company entitled to vote generally in the election of
  directors of the continuing or surviving person immediately after the
  transaction; 




27











	
   
	
   
	
            (B)     any
  merger, share exchange, transfer of assets or similar transaction solely for
  the purpose of changing the Company’s jurisdiction of incorporation and
  resulting in a reclassification, conversion or exchange of outstanding
  Ordinary Shares solely into ordinary shares or other shares of common stock
  of the surviving entity; or 

	
   
	
   
	
   

	
   
	
   
	
            (C)     all
  of the consideration for the Ordinary Shares (excluding cash payments for
  fractional shares and cash payments made in respect of dissenters’ appraisal
  rights) in the transaction or transactions constituting the Fundamental
  Change consists of common stock or American Depositary Shares traded on a
  United States national securities exchange or quoted on the Nasdaq National
  Market, or any similar United States system of automated dissemination of
  quotations of securities prices, or which will be so traded or quoted when
  issued or exchanged in connection with the Fundamental Change, and as a result
  of such transaction or transactions the Securities become convertible solely
  into such securities; or 

	
   
	
   
	
   

	
   
	
            (iii)     during
  any consecutive two-year period, individuals who at the beginning of that
  two-year period constituted the Board of Directors (together with any new
  directors whose election to the Board of Directors, or whose nomination for
  election by the shareholders of the Company, was approved by a vote of a
  majority of the directors then still in office who were either directors at
  the beginning of such period or whose election or nomination for election
  were previously so approved) cease for any reason to constitute a majority of
  the Board of Directors then in office; or 

	
   
	
   

	
   
	
            (iv)     if
  the Company’s Ordinary Shares or other Share Capital into which the notes are
  convertible are neither listed for trading on a United States national
  securities exchange nor approved for listing on the Nasdaq National Market or
  any similar United States system of automated dissemination of quotations of
  securities prices or traded in over-the-counter securities markets, and no
  American Depositary Shares or similar instruments for such Ordinary Shares or
  other Share Capital are so listed or approved for listing in the United
  States.




28











                    (b)     Prior to or on the 10th day after the
  occurrence of a Fundamental Change, the Company, or, at the written request
  and expense of the Company prior to or on the 10th day after such occurrence,
  the Trustee, shall give to all Holders, in the manner provided in Section
  11.02 hereof, notice of the occurrence of the Fundamental Change and of the
  purchase right set forth herein arising as a result thereof.  The Company shall also deliver a copy of
  such notice of a purchase right to the Trustee.  The notice shall include a form of Fundamental Change Purchase
  Notice to be completed by the Holder and shall state: 


	
   
	
            (1)     briefly,
  the events causing a Fundamental Change and the date of such Fundamental
  Change; 

	
   
	
   

	
   
	
            (2)     the
  date by which the Fundamental Change Purchase Notice pursuant to this Section
  3.07 must be given; 

	
   
	
   

	
   
	
            (3)     the
  Fundamental Change Purchase Date; 

	
   
	
   

	
   
	
            (4)     the
  Fundamental Change Purchase Price; 

	
   
	
   

	
   
	
            (5)     the
  name and address of the Paying Agent and the Conversion Agent; 

	
   
	
   

	
   
	
            (6)     that
  Securities as to which a Fundamental Change Purchase Notice has been given
  may be converted pursuant to Article 10 hereof only if the Fundamental Change
  Purchase Notice has been withdrawn in accordance with the terms of this
  Indenture; 

	
   
	
   

	
   
	
            (7)     that
  Securities must be surrendered to the Paying Agent to collect payment; 

	
   
	
   

	
   
	
            (8)     that
  the Fundamental Change Purchase Price for any Security as to which a
  Fundamental Change Purchase Notice has been duly given and not withdrawn will
  be paid promptly following the later of the Fundamental Change Purchase Date
  and the time of surrender of such Security as described in (7) above; 

	
   
	
   

	
   
	
            (9)     briefly,
  the procedures the Holder must follow to exercise rights under this Section
  3.07; 

	
   
	
   

	
   
	
            (10)   briefly,
  the conversion rights of the Securities, including the Conversion Rate and
  any adjustments thereto; 

	
   
	
   

	
   
	
            (11)   the
  procedures for withdrawing a Fundamental Change Purchase Notice; 

	
   
	
   

	
   
	
            (12)   the
  CUSIP number of the Securities; 

	
   
	
   

	
   
	
            (13)   whether
  a Make-Whole Premium shall be paid by the Company and the form of
  consideration to be paid in respect of the Make-Whole Premium; and 

	
   
	
   

	
   
	
            (14)   if
  a Make-Whole Premium is paid by the Company, that a Make-Whole Premium shall
  be paid by the Company on the Fundamental Change Purchase Date to Holders of
  Securities who have converted their Securities into the Company’s Ordinary
  Shares on or after the date the Company has given notice to all Holders in
  accordance with this Section 3.07(b) and on or before the Fundamental Change
  Purchase Date. 




29








                    (c)     A Holder may exercise its rights specified
  in Section 3.07(a) hereof upon delivery of a written notice of purchase (a
  “Fundamental Change Purchase Notice”) to the Paying Agent prior to the
  Fundamental Change Purchase Date, stating: 


	
   
	
            (1)     the
  certificate number of the Security, if any, which the Holder will deliver to
  be purchased or the appropriate Depositary procedures if the Securities are
  not in certificated form; 

	
   
	
   

	
   
	
            (2)     the
  portion of the principal amount of the Security which the Holder will deliver
  to be purchased, which portion must be $1,000 or any whole multiple thereof;
  and 

	
   
	
   

	
   
	
            (3)     that
  such Security shall be purchased pursuant to the terms and conditions
  specified in paragraph 7 on the reverse side of the Securities and in this
  Indenture. 




                    The
delivery of such Security to the Paying Agent prior to the Fundamental Change
Purchase Date (together with all necessary endorsements) at the offices of the
Paying Agent shall be a condition to the receipt by the Holder of the
Fundamental Change Purchase Price therefor; provided, however,
that such Fundamental Change Purchase Price shall be so paid pursuant to this
Section 3.07 only if the Security so delivered to the Paying Agent shall
conform in all respects to the description thereof set forth in the related
Fundamental Change Purchase Notice. 

                    The
Company shall purchase from the Holder thereof, pursuant to this Section 3.07,
a portion of a Security so delivered for purchase if the principal amount of
such portion is $1,000 or an integral multiple of $1,000.  Provisions of this Indenture that apply to
the purchase of all of a Security also apply to the purchase of such portion of
such Security. 

                    Any
purchase by the Company contemplated pursuant to the provisions of this Section
3.07 shall be consummated by the delivery of the consideration to be received
by the Holder promptly following the later of the Fundamental Change Purchase
Date and the time of delivery of the Security to the Paying Agent in accordance
with this Section 3.07. 


                    Notwithstanding
anything herein to the contrary, any Holder delivering to the Paying Agent the
Fundamental Change Purchase Notice contemplated by this Section 3.07(c) shall
have the right to withdraw such Fundamental Change Purchase Notice at any time
prior to the close of business on the Fundamental Change Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 3.08. 

                    The
Paying Agent shall promptly notify the Company of the receipt by it of any
Fundamental Change Purchase Notice or written withdrawal thereof. 

                    SECTION
3.08  Effect of Fundamental Change Purchase Notice.  Upon receipt by the Paying Agent of the
Fundamental Change Purchase Notice specified in Section 3.07(c), the Holder of
the Security in respect of which such Fundamental Change Purchase Notice was
given shall (unless such Fundamental Change Purchase Notice is withdrawn as
specified in the following two paragraphs) thereafter be entitled to receive
solely the Fundamental Change Purchase Price with respect to such
Security.  Such Purchase Price (along
with the Make-Whole Premium, if any) shall be paid to such Holder, subject to
receipt of consideration for the Securities by the Paying Agent, promptly
following the later of (x) the Fundamental Change Purchase Date with respect to
such Security (provided the conditions in Section 3.07(c), as the case may be, have
been satisfied) and (y) the time of delivery of such Security to the Paying
Agent by the Holder thereof in the manner required by Section 3.07(c), as the
case may be.  Securities in respect of
which a Fundamental Change Purchase Notice has been given by the Holder thereof
may not be converted pursuant to Article 10 hereof on or after the date of the
delivery of such Fundamental Change Purchase Notice unless such Fundamental
Change Purchase Notice has first been validly withdrawn as specified in the following
two paragraphs. 

30









                    A
Fundamental Change Purchase Notice may be withdrawn by means of a written
notice of withdrawal delivered to the office of the Paying Agent in accordance
with the Fundamental Change Purchase Notice at any time prior to the close of
business on the Business Day immediately preceding the Fundamental Change
Purchase Date specifying: 

	
   
	
            (1)     the
  certificate number of the Security in respect of which such notice of
  withdrawal is being submitted or, if in certificated form (or if the
  Securities are not certificated, the withdrawal notice must comply with the
  procedures of the Depository applicable to withdrawals);

	
   
	
   

	
   
	
            (2)     the
  principal amount of the Security with respect to which such notice of
  withdrawal is being submitted; and 

	
   
	
   

	
   
	
            (3)     the
  principal amount, if any, of such Security which remains subject to the
  original Fundamental Change Purchase Notice and which has been or will be
  delivered for purchase by the Company. 
  




                    There
shall be no purchase of any Securities pursuant to Section 3.07 if there has
occurred (prior to, on or after, as the case may be, the giving, by the Holders
of such Securities, of the required Fundamental Change Purchase Notice) and is
continuing an Event of Default (other than a default in the payment of the
Fundamental Change Purchase Price with respect to such Securities).  The Paying Agent will promptly return to the
respective Holders thereof any Securities (x) with respect to which a
Fundamental Change Purchase Notice has been withdrawn in compliance with this
Indenture, or (y) held by it during the continuance of an Event of Default
(other than a default in the payment of the Fundamental Change Purchase Price
with respect to such Securities) in which case, upon such return, the
Fundamental Change Purchase Notice with respect thereto shall be deemed to have
been withdrawn. 

                    SECTION
3.09  Deposit of Fundamental Change Purchase Price.  Prior to 10:00 a.m. (New York City time) on
the Fundamental Change Purchase Date, the Company shall deposit with the
Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an
Affiliate of either of them is acting as the Paying Agent, shall segregate and
hold in trust as provided in Section 2.04) an amount of cash (in immediately
available funds if deposited on such Business Day) sufficient to pay the
aggregate Fundamental Change Purchase Price of all the Securities or portions
thereof which are to be purchased as of the Fundamental Change Purchase Date
and an amount in cash, Ordinary Shares or the same form of consideration used
to pay for its Ordinary Shares in connection with the transaction constituting
the Fundamental Change, or a combination thereof, sufficient to pay any
Make-Whole Premium. 


31








                    If
the Trustee or other Paying Agent appointed by the Company, or the Company or
an Affiliate of the Company, if it or such Affiliate is acting as the Paying
Agent, holds cash sufficient to pay the aggregate Fundamental Change Purchase
Price of all the Securities or portions thereof that are to be purchased as of
the Fundamental Change Purchase Date, on or after the Fundamental Change
Purchase Date, and an amount in cash, Ordinary Shares or the same form of
consideration used to pay for its Ordinary Shares in connection with the
transaction constituting the Fundamental Change, or a combination thereof,
sufficient to pay any Make-Whole Premium (i) such Securities will cease to be
outstand­ing, (ii) interest on such Securities will cease to accrue and (iii)
all other rights of the holders of such Securities will terminate, whether or
not book-entry transfer of the Securities has been made or the Securities have
been delivered to the Trustee or Paying Agent, other than the right to receive
the Fundamental Change Purchase Price and the Make-Whole Premium, if any, upon
delivery of the Securities. 

                    SECTION
3.10  Purchases of Securities at Option of the
Holder on Specified Dates. 
(a)  Securities shall be
purchased in cash in whole or in part (which must be equal to $1,000 or any
integral multiple thereof) by the Company, at the option of Holders, in
accordance with the provisions of this Article 3 and paragraph 8 of the
Securities promptly after November 9, 2009, November 9, 2014 and November 9,
2019 (each, a “Put Right Purchase Date”), at a purchase price per Security
equal to 100% of the aggregate principal amount of the Security, together with
any accrued and unpaid interest up to but not including the applicable Put
Right Purchase Date (the “Put Right Purchase Price”); provided that if the Put
Right Purchase Date falls after a Regular Record Date and on or before the
related Interest Payment Date, any interest on the Securities will be payable
to the Holders in whose names the Securities are registered at the close of
business on such Regular Record Date. 


                    (b)     The Company shall give written notice of the
applicable Put Right Purchase Date by notice sent by first-class mail to the
Trustee and to each Holder (at its address shown in the register of the
Registrar) not less than 20 Business Days prior to each Put Right Purchase Date
(the “Company Put Right Notice”). Each Company Put Right Notice shall include a
form of Put Right Purchase Notice to be completed by a Holder and shall state: 


	
   
	
            (1)     the
  Put Right Purchase Price, the Put Right Purchase Date and the Conversion
  Price and Conversion Rate then in effect; 

  
	
   
	
   

	
   
	
            (2)     the
  name and address of the Paying Agent and the Conversion Agent;

	
   
	
   

	
   
	
            (3)     that
  Securities as to which a Put Right Purchase Notice has been given may be
  converted if they are otherwise convertible only in accordance with
  Article 10 hereof and paragraph 9 of the Securities only to the extent
  that the Put Right Purchase Notice has been withdrawn in accordance with the
  terms of this Indenture; 

	
   
	
   

	
   
	
            (4)     that
  Securities must be surrendered to the Paying Agent to collect payment;

	
   
	
   

	
   
	
            (5)     that
  the Put Right Purchase Price for any Security as to which a Put Right
  Purchase Notice has been given and not withdrawn will be paid promptly
  following the later of the Put Right Purchase Date and the time of surrender
  of such Security as described in subclause (4) above;




32









	
   
	
            (6)     the
  procedures the Holder must follow to exercise rights under this
  Section 3.10 and a brief description of those rights; 

	
   
	
   

	
   
	
            (7)     briefly,
  the conversion rights of the Securities;

	
   
	
   

	
   
	
            (8)     the
  procedures for withdrawing a Put Right Purchase Notice (including pursuant to
  the terms of Section 3.10(g)); 

	
   
	
   

	
   
	
            (9)     that,
  unless the Company defaults in making payment on Securities for which a Put
  Right Purchase Notice has been submitted, interest on such Securities will
  cease to accrue on and after the Put Right Purchase Date; and

	
   
	
   

	
   
	
            (10)   the
  CUSIP number of the Securities.

	
   
	
   

	
                      (c)     If any of the Securities to be redeemed
  are in the form of a Global Security, the Company shall modify such notice to
  the extent necessary to accord with the procedures of the Depositary
  applicable to repurchases. 

	
   

	
                      (d)     At the Company’s request, the Trustee
  shall give the Company Put Right Notice on behalf of the Company and at the
  Company’s expense; provided, however, that, in all cases, the
  text of such Company Put Right Notice shall be prepared by the Company.

	
   

	
                      (e)     To exercise its rights pursuant to this
  Section 3.10, the Holder shall deliver to the Paying Agent of a written
  notice of purchase in the form set forth in Exhibit A attached hereto (a “Put
  Right Purchase Notice”) at any time from the opening of business on the date
  that is 20 Business Days prior to the applicable Put Right Purchase Date
  until the close of business on the Put Right Purchase Date stating:

	
   

	
   
	
            (1)     if
  certificated Securities have been issued, the certificate number of the
  Security which the Holder will deliver to be purchased (or if the Securities
  are not certificated, the Put Right Purchase Notice must comply with the
  procedures of the Depositary applicable to purchases);

	
   
	
   

	
   
	
            (2)     the
  portion (which may be 100%) of the principal amount of the Security which the
  Holder will deliver to be purchased, which portion must be in a principal
  amount of $1,000 or an integral multiple thereof; and 

	
   
	
   

	
   
	
            (3)     that
  such Security shall be purchased as of the applicable Put Right Purchase Date
  pursuant to the terms and conditions in this Section 3.10 and
  paragraph 8 of the Securities.




33









	
                      (f)     The Company shall purchase all Securities
  with respect to which a Put Right Purchase Notice is given and not withdrawn,
  upon the later of the applicable Put Right Purchase Date and delivery of such
  Securities to the Paying Agent (together with all necessary endorsements) at
  the offices of the Paying Agent (if the Securities are not certificated, such
  delivery must comply with the procedures of the Depositary applicable to
  purchases). Delivery of such Security shall be a condition to receipt by the
  Holder of the Put Right Purchase Price therefor. The Put Right Purchase Price
  shall be paid pursuant to this Section 3.10 only if the Security delivered to
  the Paying Agent conforms in all respects to the description thereof in the
  related Put Right Purchase Notice, as determined by the Company. 

  
	
   

	
                      (g)     Notwithstanding anything herein to the
  contrary, any Holder delivering to the Paying Agent the Put Right Purchase
  Notice contemplated by this Section 3.10 shall have the right to withdraw
  such Put Right Purchase Notice at any time prior to the close of business on
  the Put Right Purchase Date by delivery of a written notice of withdrawal to
  the Paying Agent specifying:

  
	
   

	
   
	
            (1)     the
  certificate number, if any, of the Security in respect of which such notice
  of withdrawal is being submitted (or, if the Securities are not certificated,
  the withdrawal notice must comply with the procedures of the Depositary
  applicable to withdrawals);

  
	
   
	
   

	
   
	
            (2)     the
  aggregate principal amount of the Security (which must be equal to $1,000 or
  any integral multiple thereof) with respect to which such notice of
  withdrawal is being submitted; and

	
   
	
   

	
   
	
            (3)     the
  aggregate principal amount, if any, of such Security which remains subject to
  the original Put Right Purchase Notice and which has been or will be
  delivered for purchase by the Company.

	
   
	
   

	
                      (h)     The Paying Agent shall promptly notify the
  Company of the receipt by it of any Put Right Purchase Notice or written
  notice of withdrawal thereof.

	
   

	
                      (i)     On or before 5:00 p.m. (local time in the
  City of New York) on the Business Day following the Put Right Purchase Date,
  the Company shall deposit with the Trustee or with the Paying Agent (or if
  the Company or an Affiliate of the Company is acting as the Paying Agent,
  shall segregate and hold in trust as provided in Section 2.04) an amount of
  money (in immediately available funds if deposited on or after such Put Right
  Purchase Date) sufficient to pay the aggregate Put Right Purchase Price of
  all the Securities or portions thereof which are to be purchased as of the
  Put Right Purchase Date. The manner in which the deposit required by this
  Section 3.10(i) is made by the Company shall be at the option of the Company;
  provided that such deposit shall be made in a manner such that the Trustee or
  a Paying Agent shall have immediately available funds by the close of
  business on the Business Day after the Put Right Purchase Date.

	
   

	
   
	
            (1)     If
  a Paying Agent holds, in accordance with the terms hereof, money sufficient
  to pay the Put Right Purchase Price of any Security for which a Put Right
  Notice has been tendered and not withdrawn on the Put Right Purchase Date,
  then, on the close of business on the Business Day after the Put Right
  Purchase Date, such Security will cease to be outstanding, whether or not the
  Security is delivered to the Paying Agent, and the rights of the Holder in
  respect thereof shall terminate (other than the right to receive the Put
  Right Purchase Price as aforesaid) and interest will cease to accrue on such
  Security. 




34









	
   
	
            (2)     The
  Put Right Purchase Price shall be paid to such Holder with respect to
  Securities for which a Put Right Purchase Notice has been tendered and not
  withdrawn, subject to receipt of funds by the Paying Agent, promptly
  following the later of (A) the Business Day after the Put Right Purchase Date
  with respect to such Security (provided that the conditions in Section
  3.10(f) have been satisfied) and (B) the time of delivery of such Security to
  the Paying Agent by the Holder thereof, in the manner required by Section
  3.10(f). Securities in respect of which a Put Right Purchase Notice has been
  given by the Holder thereof; if convertible pursuant to Article 10
  hereof, may not be converted on or after the date of the delivery of such Put
  Right Purchase Notice, unless such Put Right Purchase Notice has first been
  validly withdrawn as specified in Section 3.10(g).

	
   
	
   

	
   
	
            (3)     To
  the extent that the aggregate amount of cash deposited by the Company
  pursuant to this Section 3.10(i) exceeds the aggregate Put Right Purchase
  Price of the Securities or portions thereof that the Company is obligated to
  purchase, then promptly after the Put Right Purchase Date, the Trustee or a
  Paying Agent, as the case may be, shall return any such excess cash to the
  Company.

	
   
	
   

	
                      (j)     The Company shall only be obligated to
  purchase, pursuant to this Section 3.10, a portion of a Security if the
  principal amount of such portion is $1,000 or an integral multiple of $1,000.
  Provisions of this Indenture that apply to the purchase of all of a Security
  also apply to the purchase of such portion of such Security. 

	
   

	
                      (k)     Upon receipt by the Paying Agent of the
  Put Right Purchase Notice specified in Section 3.10(f), the Holder of the
  Security in respect of which such Put Right Purchase Notice was given shall
  (unless such Put Right Purchase Notice is withdrawn as specified herein)
  thereafter be entitled to receive solely the Put Right Purchase Price with
  respect to such Security. 




                    SECTION
3.11  Securities Purchased in Part.  Any Security which is to be purchased only
in part shall be surrendered at the office of the Paying Agent (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 such Holder’s attorney duly authorized in writing)
and promptly after the Fundamental Change Purchase Date or the Put Right
Purchase Date, as the case may be, the Company shall execute and the Trustee
shall authenticate and deliver 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 portion of the principal amount of the Security so
surrendered which is not purchased. 

35









                    SECTION
3.12  Covenant to Comply with Securities Laws upon
Purchase of Securities.  In
connection with any offer to purchase or purchase of Securities under Section
3.07 or 3.10 hereof (provided that such offer or purchase constitutes an
“issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein,
includes any successor provision thereto) under the Exchange Act at the time of
such offer or purchase), the Company shall (i) comply with Rule 13e-4, Rule
14e-1 and any other tender offer rules under the Exchange Act which may then be
applicable, (ii) file the related Schedule TO (or any successor schedule, form
or report) or any other schedule required under the Exchange Act, and (iii)
otherwise comply with all federal and state securities laws so as to permit the
rights and obligations under Sections 3.07 through 3.10 to be exercised in the
time and in the manner specified in this Indenture. 

                    SECTION
3.13  Repayment to the Company.  The Trustee and the Paying Agent shall
return to the Company any cash or Ordinary Shares or any other consideration
that remains unclaimed as provided in paragraph 13 of the Securities and, to
the extent applicable, Section 8.02 of this Indenture, together with
interest or dividends, if any, thereon, held by them for the payment of the
Fundamental Change Purchase Price and Make-Whole Premium, if any; provided,
however, that to the extent that the aggregate amount of cash deposited
by the Company pursuant to Section 3.07 exceeds the aggregate Fundamental
Change Purchase Price of the Securities and Make-Whole Premium, if any, or
portions thereof which the Company is obligated to purchase as of the
Fundamental Change Purchase Date then promptly after the Business Day following
the Fundamental Change Purchase Date the Trustee shall return any such excess
to the Company together with interest or dividends, if any, thereon. 

ARTICLE 4

COVENANTS


                    SECTION
4.01  Payment of Principal, Premium, Interest on
the Securities.  (a)  The Company will duly and punctually pay the
principal of and interest at the Interest Rate in respect of 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 as directed by the Trustee, no later than 10:00
a.m., New York time on the day of the Stated Maturity of any Security or on any
Interest Payment Date, all payments so due on such date.  Principal amount at Stated Maturity,
Fundamental Change Purchase Price, and cash interest shall be considered paid
on the applicable date due if at 10:00 a.m., New York time on such date the
Trustee or the Paying Agent holds, in accordance with this Indenture, money or
securities, if permitted hereunder, sufficient to pay all such amounts then
due.  Except as otherwise noted, all
references to the payment of interest include the payment of Additional
Interest Amounts. 


                    (b)     The Company shall, to the extent permitted
by law, pay cash interest on overdue amounts at the rate per annum set forth in
paragraph 1 on the reverse side of the Securities, compounded semiannually,
which interest shall accrue from the date such overdue amount was originally
due to the date payment of such amount, including interest thereon, has been
made or duly provided for.  All such
overdue interest shall be payable on demand. 


                    SECTION
4.02  SEC and Other Reports.  The Company shall file with the Trustee,
within 15 days after it files them with the SEC, copies of the annual reports
and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the SEC may by rules and regulations prescribe)
which the Company is required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act; provided, however, that the Company
shall not be required to deliver to the Trustee any materials for which the
Company has sought and received confidential treatment by the SEC.  The Company also shall comply with the other
provisions of TIA Section 314(a). 


36








                    SECTION
4.03  Compliance Certificate.  The Company shall deliver to the Trustee
within 90 days after the end of each fiscal year of the Company (beginning with
the fiscal year ending on December 31, 2004) 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. 

                    SECTION
4.04  Further Instruments and Acts.  Upon request of the Trustee, the Company
will execute and deliver such further instruments and do such further acts as
may be reasonably necessary or proper to carry out more effectively the
purposes of this Indenture. 

                    SECTION
4.05  Maintenance of Office or Agency.  The Company will maintain in The Borough of
Manhattan, the City of New York, an office or agency of the Trustee, Registrar,
Paying Agent and Conversion Agent where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration
of transfer, exchange, purchase or conversion and where notices and demands to
or upon the Company in respect of the Securities and this Indenture may be
served.  The New York branch office of
the Corporate Trust Office of the Trustee, shall initially be such office or
agency for all of the aforesaid purposes. 
The Corporate Trust Office of the Trustee shall provide appropriate
contact information therefor upon request. 
The Company shall give prompt written notice to the Trustee of the
location, and of any change in the location, of any such office or agency
(other than a change in the location of the office of 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 address of the Trustee set forth in
Section 11.02. 

                    The
Company may also from time to time designate one or more other offices or
agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York, for such purposes. 


                    SECTION
4.06  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 or any
beneficial holder of Securities or 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 or any beneficial holder of
Securities or holder of Ordinary Shares issued upon conversion of Securities,
or to a prospective purchaser of any such security designated by any such
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 in connection with the
resale of any such security.  “Rule 144A
Information” shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act. 

37








                    SECTION
4.07  Additional Amounts.

                    (a)     All payments made by the Company under or
with respect to the Securities will be made free and clear of and without
withholding or deduction for or on account of any present or future taxes,
levies, duties, fees, assessments or other governmental charges of whatever
nature (“Taxes”) imposed, levied, collected or assessed by or on behalf of any
taxing authority within Israel, or within any other jurisdiction in which the
Company or any of its Subsidiaries is organized or engaged in business for tax
purposes (“Other Jurisdictions”), unless the Company is required to withhold or
deduct Taxes by law or by the interpretation or administration thereof.  If the Company is required to withhold or
deduct or if it is otherwise required to pay any amount for or on account of
Taxes imposed by a taxing authority within Israel, or within any Other
Jurisdiction, from or in respect of any payment made under or with respect to
the Securities, the Company will pay such additional amounts (“Additional
Amounts”) as may be necessary so that the net amount received by each Holder
and beneficial owner of Securities (including Additional Amounts) after such
withholding or deduction or other payment of Taxes will not be less than the
amount such Holder or beneficial owner would have received if such Taxes had
not been withheld or deducted or paid; provided, however,
that no Additional Amounts will be payable with respect to a payment made to a
Holder or beneficial owner of Securities:

	
   
	
            (i)     with
  respect to any Tax which would not have been imposed, payable or due but for
  the existence of any present or former connection between such Holder (or the
  beneficial owner of, or person ultimately entitled to obtain an interest in,
  such Securities) and Israel or any Other Jurisdiction, as the case may be,
  other than the mere holding of such Securities;

	
   
	
   

	
   
	
            (ii)     held
  in definitive registered form (“Definitive Registered Securities”), if the
  presentation of such Definitive Registered Securities for payment is not made
  within 30 days after the date such payment was due and payable or was provided
  for, whichever is later, except to the extent that the Holder or beneficial
  owner of such Securities would have been entitled to Additional Amounts upon
  presenting such Securities for payment on any date during such 30-day period;

	
   
	
   

	
   
	
            (iii)     with
  respect to any Tax that is an estate, inheritance, gift, sales or similar
  tax; or

	
   
	
   

	
   
	
            (iv)     with
  respect to any Tax that is imposed or withheld by reason of the failure of
  such Holder or beneficial owner to comply with a reasonable request by the
  Company addressed to such Holder or beneficial owner (A) to provide
  reasonable information concerning the nationality, residence or identity of
  such Holder or beneficial owner or (B) to make any reasonable declaration or
  other similar claim or satisfy any reasonable information or reporting
  requirement which, in the case of clause (A) or (B), is required or imposed
  by a statute, treaty, regulation or administrative practice of the taxing
  jurisdiction as a precondition to exemption from all or part of such Tax.




38







                    (b)     The Company will also (i) make such
withholding or deduction and (ii) remit the full amount deducted or withheld to
the relevant authority in accordance with applicable law.  The Company will make reasonable efforts to
obtain certified copies of tax receipts evidencing the payment of any Taxes so
deducted or withheld from each taxing authority imposing such Taxes.  The Company will furnish to the Holders,
within 60 days after the date the payment of any taxes so deducted or withheld
is due pursuant to applicable law, either certified copies of tax receipts
evidencing such payment by the Company, or, if such receipts are not
obtainable, other evidence of such payments by the Company reasonably satisfactory
to the Holders.


                    (c)     In addition, the Company will indemnify and
hold harmless each Holder (subject to the exclusions set forth in clauses (i),
(ii), (iii) or (iv) of paragraph (a) above) and will, upon written request of
each Holder (subject to the exclusions set forth in clauses (i), (ii), (iii) or
(iv) of paragraph (a) above, and provided that reasonable supporting
documentation is provided), reimburse such Holder for the amount of any Taxes
levied or imposed by Israel or any Other Jurisdiction and paid by such Holder
as a result of payments made under or with respect to the Securities.  Any payment pursuant to this paragraph (c)
shall be an Additional Amount.


                    (d)     At least 30 days prior to each date on which
any payment under or with respect to the Securities is due and payable, if the
Company will be obligated to pay Additional Amounts with respect to such
payment, it will deliver to the Trustee an Officers’ Certificate stating the
fact that such Additional Amounts will be payable and the amounts so payable
and setting forth such other information necessary to enable the Trustee to pay
such Additional Amounts to the Holders of Securities on the payment date.  Whenever in this Indenture there is
mentioned, in any context, the payment of amounts based upon the principal of,
premium, if any, interest or of any other amount payable under or with respect
to any Security such mention shall be deemed to include mention of the payment
of Additional Amounts to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof.


                    (e)     In addition, the Company will pay any stamp,
issue, registration, documentary, value added or other similar taxes and other
duties (including interest and penalties) payable in Israel or in the United
States (or any political subdivision or taxing authority of either
jurisdiction) in respect of the creation, issue, offering, execution or
enforcement of the Securities or any documentation with respect thereto.


                    (f)     Any reference in this Indenture or the
Securities to the payment of principal, interest or other amounts in respect of
the Securities shall be deemed to include the payment of any Additional Amounts
which may be payable as provided in this Section 4.07.


39









                    SECTION
4.08  Additional Interest Amounts Notice  In the event that the Company is required to
pay Additional Interest Amounts to Holders pursuant to the Registration Rights
Agreement, the Company will provide written notice (“Additional Interest Amount
Notice”) to the Trustee of its obligation to pay Additional Interest Amounts no
later than fifteen (15) days prior to the proposed payment date for the
Additional Interest Amounts, and the Additional Interest Amounts Notice shall
set forth the amount of Additional Interest Amounts to be paid by the Company
on such payment date.  The Trustee shall
not at any time be under any duty or responsibility to any Holder to determine
the Additional Interest Amounts, or with respect to the nature, extent or
calculation of the amount of Additional Interest Amounts when made, or with
respect to the method employed in such calculation of the Additional Interest
Amounts. 

ARTICLE 5

SUCCESSOR CORPORATION

                    SECTION
5.01  When Company May Merge or Transfer Assets.  The Company shall not consolidate with,
merge with or into any other person or convey, transfer or lease its properties
and assets substantially as an entirety to any person, unless: 


	
   
	
            (a)     either (1) the Company shall be the
  continuing corporation or (2) the person (if other than the Company) formed
  by such consolidation or into which the Company is merged or the person which
  acquires by conveyance, transfer or lease the properties and assets of the
  Company substantially as an entirety is a corporation, limited liability
  company, partnership or trust that (i) shall be organized and validly
  existing under the laws of (x) the United States or any State of the United
  States or (y) a jurisdiction outside of the United States if the Person
  has common stock or American Depositary Shares representing common stock
  traded on a United States national securities exchange or quoted on the
  Nasdaq National Market and (ii) shall expressly assume, by an indenture
  supplemental hereto, executed and delivered to the Trustee, in form
  reasonably satisfactory to the Trustee, all of the obligations of the Company
  under the Securities and this Indenture; 

  
	
   
	
   

	
   
	
            (b)     at the time of such transaction, no Event
  of Default and no event which, after notice or lapse of time, would become an
  Event of Default, shall have occurred and be continuing; 

  
	
   
	
   

	
   
	
            (c)     the Company shall have delivered to the
  Trustee an Officers’ Certificate 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 5 and that all conditions precedent herein provided for relating
  to such transaction have been satisfied; and

  



40










	
   
	
            (d)     the Company shall have delivered to the
  Trustee an opinion of counsel of a nationally recognized law firm to the
  effect that the Holders will not recognize income, gain or loss for U.S.
  federal income or Israeli tax purposes as a result of such consolidation,
  merger, sale, lease or transfer of assets and will be subject to U.S. federal
  income and Israeli tax on the same amount and in the same manner and at the same
  times as would have been the case if such consolidation, merger, sale, lease
  or transfer of assets had not occurred. 




                    For
purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of the properties and assets of one or more Subsidiaries (other than
to the Company or another Subsidiary), which, if such assets were owned by the
Company, would constitute all or substantially all of the properties and assets
of the Company, shall be deemed to be the transfer of all or substantially all
of the properties and assets of the Company. 

                    The
successor person formed by such consolidation or into which the Company is
merged or the successor person to which such conveyance, 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 had been named as the Company herein; and thereafter, except in the
case of a lease and obligations the Company may have under a supplemental
indenture pursuant to Section 10.11, the Company shall be discharged from all
obligations and covenants under this Indenture and the Securities.  Subject to Section 9.06, the Company, the
Trustee and the successor person shall enter into a supplemental indenture to
evidence the succession and substitution of such successor person and such
discharge and release of the Company. 

ARTICLE 6


DEFAULTS AND REMEDIES

                    SECTION
6.01  Events of Default.  An “Event of Default” occurs if: 

	
   
	
            (1)     the
  Company fails to pay when due the principal of any of the Securities at
  Stated Maturity or upon exercise of a purchase right, upon redemption or
  otherwise; 

	
   
	
   

	
   
	
            (2)     the
  Company fails to pay an installment of interest (or Additional Interest
  Amounts, if any) on any of the Securities that continues for 30 days after
  the date when due; 

	
   
	
   

	
   
	
            (3)     the
  Company fails to deliver Ordinary Shares, together with cash in lieu of
  fractional shares, or cash, or a combination thereof, when the same is
  required to be delivered upon conversion of a Security and such failure
  continues for 10 days after written notice of default is given to the Company
  by the Trustee or to the Company and the Trustee by the Holder of such
  Security; 

	
   
	
   

	
   
	
            (4)     the
  Company fails to perform or observe any other term, covenant or agreement
  contained in the Securities or this Indenture for a period of 30 days after
  receipt by the Company of a Notice of Default (as defined in this Section
  6.01); 




41









	
   
	
            (5)     the
  Company fails to provide timely notice of a Fundamental Change for a period
  of 10 days after receipt by the Company of a Notice of Default;

	
   
	
   

	
   
	
            (6)     the
  Company fails to make any payment by the end of the applicable grace period,
  if any, after the maturity of any indebtedness for borrowed money in an
  amount in excess of $10 million, or there is an acceleration of indebtedness
  for borrowed money in an amount in excess of $10 million because of a default
  with respect to such indebtedness without such indebtedness having been
  discharged or such acceleration having been cured, waived, rescinded or
  annulled, in either case, for a period of 30 days after receipt by the
  Company of a Notice of Default; 

	
   
	
   

	
   
	
            (7)     the
  Company or any Significant Subsidiary or any Subsidiaries of the Company in
  the aggregate that would constitute a Significant Subsidiary pursuant to or
  under or within the meaning of any Bankruptcy Law: 

	
   
	
   

	
   
	
   
	
            (A)     commences
  a voluntary case or proceeding;

	
   
	
   
	
   

	
   
	
   
	
            (B)     consents
  to the entry of an order for relief against it in an involuntary case or
  proceeding or the commencement of any case against it; 

	
   
	
   
	
   

	
   
	
   
	
            (C)     consents
  to the appointment of a Custodian of it or for any substantial part of its
  property; 

	
   
	
   
	
   

	
   
	
   
	
            (D)     makes
  a general assignment for the benefit of its creditors; 

	
   
	
   
	
   

	
   
	
   
	
            (E)     files
  a petition in bankruptcy or answer or consent seeking reorganization or
  relief; or 

	
   
	
   
	
   

	
   
	
   
	
            (F)     consents
  to the filing of such a petition or the appointment of or taking possession
  by a Custodian; 

	
   
	
   
	
   

	
   
	
            (8)     a
  court of competent jurisdiction enters an order or decree under any Bankruptcy
  Law that: 

	
   
	
   

	
   
	
   
	
            (A)     is
  for relief against the Company or any Significant Subsidiary or any
  Subsidiaries of the Company in the aggregate that would constitute a
  Significant Subsidiary in an involuntary case or proceeding, or adjudicates
  the Company or any Significant Subsidiary or any Subsidiaries of the Company
  in the aggregate would constitute a Significant Subsidiary insolvent or
  bankrupt; 

	
   
	
   
	
   

	
   
	
   
	
            (B)     appoints
  a Custodian of the Company or any Significant Subsidiary or any Subsidiaries
  of the Company in the aggregate that would constitute a Significant
  Subsidiary or for any substantial part of its or their properties; or 

	
   
	
   
	
   

	
   
	
   
	
            (C)     orders
  the winding up or liquidation of the Company or any Significant Subsidiary or
  any Subsidiaries of the Company in the aggregate that would constitute a
  Significant Subsidiary;

	
   
	
   

	
   
	
  and the order or decree remains unstayed and in
  effect for 60 days.




42









                    A
Default under clause (4), (5) or (6) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in aggregate
principal amount of the Securities at the time outstanding notify the Company
and the Trustee, of the Default and the Company does not cure such Default (and
such Default is not waived) within the time specified in clause (4), (5)or
(6)  above after actual receipt of such
notice.  Any such notice must be in
writing, specify the Default, demand that it be remedied and state that such
notice is a “Notice of Default.”  


                    The
Company will deliver to the Trustee, within five Business Days of becoming
aware of the occurrence of an Event of Default, written notice thereof.  In addition, the Company shall deliver to the
Trustee, within 30 days after it becomes aware of the occurrence thereof,
written notice of any event which with the giving of notice or the lapse of
time, or both would become an Event of Default under clause (4), (5) or (6)
above, its status and what action the Company is taking or proposes to take
with respect thereto.  

                    SECTION
6.02  Acceleration.  If an Event of Default (other than an Event
of Default specified in Section 6.01(7) or (8)) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in aggregate
principal amount of the Securities at the time outstanding by written notice to
the Company and the Trustee, may declare the Securities due and payable at
their principal amount together with accrued and unpaid interest.  Upon a declaration of acceleration, such
principal and accrued and unpaid interest to the date of payment shall be
immediately due and payable.  

                    If
an Event of Default specified in Section 6.01(7) or (8) above occurs and is
continuing, then the principal and the interest on all the Securities shall
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders. 


                    The
Holders of a majority in aggregate principal amount of the Securities at the
time outstanding, by notice to the Trustee (and without notice to any other
Holder) may rescind or annul an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived, except nonpayment of the principal
and any accrued and unpaid cash interest that have become due solely as a
result of acceleration, and if all amounts due to the Trustee under Section
7.07 have been paid.  No such rescission
shall affect any subsequent Default or impair any right consequent
thereto.  

                    SECTION
6.03  Other Remedies.  If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the principal and any accrued cash interest on the Securities or to enforce
the performance of any provision of the Securities or this Indenture.  

                    The
Trustee may maintain a proceeding even if the Trustee does not possess any of
the Securities or produce any of the Securities in the proceeding.  A delay or omission by the Trustee or any
Holder in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of, or acquiescence
in, the Event of Default.  No remedy is
exclusive of any other remedy.  All
available remedies are cumulative.

43










                    SECTION
6.04  Waiver of Past Defaults.  The Holders of a majority in aggregate
principal amount of the Securities at the time outstanding, by notice to the
Trustee (and without notice to any other Holder), may waive an existing Default
and its consequences except (1) an Event of Default described in Section
6.01(1) or (2), (2) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Holder affected or (3) a Default
which constitutes a failure to convert any Security in accordance with the
terms of Article 10.  When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent
or other Default or impair any consequent right.  This Section 6.04 shall be in lieu of Section 316(a)1(B) of the
TIA and such Section 316(a)1(B) is hereby expressly excluded from this
Indenture, as permitted by the TIA.  

                    SECTION
6.05  Control by Majority.  The Holders of a majority in aggregate
principal amount of the Securities at the time outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee.  However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture or that the Trustee
determines in good faith is unduly prejudicial to the rights of other Holders
or would involve the Trustee in personal liability unless the Trustee is
offered indemnity reasonably satisfactory to it against loss, liability or
expense.  This Section 6.05 shall be in
lieu of Section 316(a)1(A) of the TIA and such Section 316(a)1(A) is hereby
expressly excluded from this Indenture, as permitted by the TIA.  

                    SECTION
6.06  Limitation on Suits.  A Holder may not pursue any remedy with
respect to this Indenture or the Securities unless:  

	
   
	
            (1)     the
  Holder gives to the Trustee written notice stating that an Event of Default
  is continuing;  

	
   
	
   

	
   
	
            (2)     the
  Holders of at least 25% in aggregate principal amount of the Securities at
  the time outstanding make a written request to the Trustee to pursue the
  remedy;  

	
   
	
   

	
   
	
            (3)     such
  Holder or Holders offer to the Trustee reasonable security or indemnity
  satisfactory to the Trustee against any loss, liability or expense;  

	
   
	
   

	
   
	
            (4)     the
  Trustee does not comply with the request within 60 days after receipt of such
  notice, request and offer of security or indemnity; and  

	
   
	
   

	
   
	
            (5)     the
  Holders of a majority in aggregate principal amount of the Securities at the
  time outstanding do not give the Trustee a direction inconsistent with the
  request during such 60-day period.  




                    A
Holder may not use this Indenture to prejudice the rights of any other Holder
or to obtain a preference or priority over any other Holder.  

                    SECTION
6.07  Rights of Holders to Receive Payment and to
Convert.  Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment
of the principal amount, Fundamental Change Purchase Price or any accrued and
unpaid cash interest in respect of the Securities held by such Holder, on or
after the respective due dates expressed in the Securities, and to convert the
Securities in accordance with Article 10, or to bring suit for the enforcement
of any such payment on or after such respective dates or the right to convert,
shall not be impaired or affected adversely without the consent of such Holder.


44











                    SECTION
6.08  Collection Suit by Trustee.  If an Event of Default described in Section
6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company for the
whole amount owing with respect to the Securities and the amounts provided for
in Section 7.07.  

                    SECTION
6.09  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 their creditors, the Trustee (irrespective of whether the principal
amount, Fundamental Change Purchase Price or any accrued and unpaid cash
interest in respect of 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 any such
amount) shall be entitled and empowered, by intervention in such proceeding or
otherwise:  

	
   
	
            (a)     to file and prove a claim for the whole
  amount of the principal amount, Fundamental Change Purchase Price or any
  accrued and unpaid cash interest and to file such other papers or documents
  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 or any other amounts due
  the Trustee under Section 7.07) and of the Holders allowed in such judicial
  proceeding, and  

	
   
	
   

	
   
	
            (b)     to collect and receive any moneys or other
  property payable or deliverable on any such claims and to distribute the
  same; and any custodian, receiver, assignee, trustee, liquidator,
  sequestrator or similar official in any such judicial proceeding is hereby
  authorized by each Holder 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, to pay the Trustee any amount due 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 7.07.  




                    Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder 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 in any such proceeding.  


45









                    SECTION
6.10  Priorities.  If the Trustee collects any money pursuant
to this Article 6, it shall pay out the money in the following order:  


	
   
	
            (1)     to
  the Trustee for amounts due under Section 7.07;  

	
   
	
   

	
   
	
            (2)     to
  Holders for amounts due and unpaid on the Securities for the principal
  amount, Fundamental Change Purchase Price or any accrued and unpaid cash
  interest (including, Additional Interest Amounts, if any) as the case may be,
  ratably, without preference or priority of any kind, according to such
  amounts due and payable on the Securities; and  

	
   
	
   

	
   
	
            (3)     the
  balance, if any, to the Company.  




                    The
Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 6.10.  At least
15 days before such record date, the Trustee shall mail to each Holder and the
Company a notice that states the record date, the payment date and the amount
to be paid.  

                    SECTION
6.11  Undertaking for Costs.  In any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant (other than the Trustee) in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit
by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by
Holders of more than 10% in aggregate principal amount of the Securities at the
time outstanding.  This Section 6.11
shall be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby
expressly excluded from this Indenture, as permitted by the TIA.  

                    SECTION
6.12  Waiver of Stay, Extension or Usury 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 or
extension law or any usury or other law wherever enacted, now or at any time
hereafter in force, which would prohibit or forgive the Company from paying all
or any portion of the principal amount, Fundamental Change Purchase Price or
any accrued and unpaid cash interest in respect of Securities, or any interest
on such amounts, as contemplated herein, or 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 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 7


TRUSTEE

                    SECTION
7.01  Duties of Trustee.  (a) 
If an Event of Default has occurred and is continuing, the Trustee shall
exercise the rights and powers vested in it by this Indenture and use the same
degree of care and skill in its exercise as a prudent person would exercise or
use under the circumstances in the conduct of such person’s own affairs.

46










                    (b)     Except during the continuance of an Event of
Default:  

                    (1)     the
Trustee need perform only those duties that are specifically set forth in this
Indenture and no others; and  

                    (2)     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 case of any such certificates or
opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements of this Indenture,
but need not confirm or investigate the accuracy of mathematical calculations
or other facts stated therein.  This
Section 7.01(b) shall be in lieu of Section 315(a) of the TIA and such Section
315(a) is hereby expressly excluded from this Indenture, as permitted by the
TIA.  


                    (c)     The Trustee may not be relieved from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct, except that:  

                    (1)     this
paragraph (c) does not limit the effect of paragraph (b) of this Section
7.01;  


                      (2)     the
  Trustee shall not be liable for any error of judgment made in good faith by
  it unless it is proved that the Trustee was negligent in ascertaining the
  pertinent facts; and  


                    (3)     the
Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to
Section 6.05.  Subparagraphs (c)(1), (2)
and (3) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the
TIA and such Sections 315(d)(1), 315(d)(2) and 315(d)(3) are hereby expressly
excluded from this Indenture, as permitted by the TIA.  

                    (d)     Every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e)
of this Section 7.01.  


                    (e)     The Trustee may refuse to perform any duty
or exercise any right or power or extend or risk its own funds or otherwise
incur any financial liability unless it receives indemnity satisfactory to it
against any loss, liability or expense. 



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


47











                    SECTION
7.02  Rights of Trustee.  Subject to its duties and responsibilities
under the provisions of Section 7.01, and, except as expressly excluded from
this Indenture pursuant to said Section 7.01, subject also to its duties and
responsibilities under the TIA:  

	
   
	
            (a)     the Trustee may conclusively rely and
  shall be protected in acting or refraining from acting upon any resolution,
  certificate, statement, instrument, opinion, report, notice, request,
  direction, consent, order, bond, debenture, note, other evidence of indebtedness
  or other paper or document believed by it to be genuine and to have been
  signed or presented by the proper party or parties;  

	
   
	
   

	
   
	
            (b)     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 herein specifically prescribed) may, in the
  absence of bad faith on its part, conclusively rely upon an Officers’
  Certificate;  

	
   
	
   

	
   
	
            (c)     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;  

	
   
	
   

	
   
	
            (d)     the Trustee shall not be liable for any
  action taken, suffered, or omitted to be taken by it in good faith which it
  believes to be authorized or within its rights or powers conferred under this
  Indenture;  

	
   
	
   

	
   
	
            (e)     the Trustee may consult with counsel
  selected by it and any advice or Opinion of Counsel shall be full and
  complete authorization and protection in respect of any action taken or
  suffered or omitted by it hereunder in good faith and in accordance with such
  advice or Opinion of Counsel;  

	
   
	
   

	
   
	
            (f)     the Trustee shall be under no obligation
  to exercise any of the rights or powers vested in it by this Indenture at the
  request, order or direction of any of the Holders, pursuant to the provisions
  of this Indenture, unless such Holders shall have offered to the Trustee
  security or indemnity satisfactory to it against the costs, expenses and
  liabilities which may be incurred therein or thereby;  

	
   
	
   

	
   
	
            (g)     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 may be
  sufficiently evidenced by a resolution of the Board of Directors;  

	
   
	
   

	
   
	
            (h)     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, other evidence of
  indebtedness or other paper or document, but the Trustee, in its discretion,
  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 at the sole
  cost of the Company (which cost shall be reasonable) and shall incur no
  liability or additional liability of any kind by reason of such inquiry or
  investigation;




48











	
   
	
            (i)     the Trustee shall not be deemed to have
  notice of any Default or Event of Default unless a Responsible Officer of the
  Trustee has actual knowledge thereof or unless written notice of any event
  which is in fact such a Default is received by a Responsible Officer of the
  Trustee at the Corporate Trust Office of the Trustee, and such notice
  references the Securities and this Indenture;  

	
   
	
   

	
   
	
            (j)     the rights, privileges, protections,
  immunities and benefits given to the Trustee, including, without limitation,
  its right to be indemnified, are extended to, and shall be enforceable by,
  the Trustee in each of its capacities hereunder, and to each agent, custodian
  and other Person employed to act hereunder; and  

	
   
	
   

	
   
	
            (k)     the Trustee may request that the Company
  deliver an Officers’ Certificate setting forth the names of individuals
  and/or titles of officers authorized at such time to take specified actions
  pursuant to this Indenture, which Officers’ Certificate may be signed by any
  person authorized to sign an Officers’ Certificate, including any person
  specified as so authorized in any such certificate previously delivered and
  not superseded.  

	
   
	
   

	
   
	
            (l)     the Trustee shall not be responsible for
  information in any notice provision provided to the Trustee by the
  Company.  Before the Trustee acts or
  refrains from acting, it may require an Officer’s Certificate and/or an
  Opinion of Counsel.  The Trustee shall
  be protected and it shall not be liable for any action it takes or omits to
  take in good faith in reliance on such certificate or opinion.  




                    SECTION
7.03  Individual Rights of Trustee.  The Trustee in its individual or any other
capacity may become the owner or pledgee of Securities and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it
were not Trustee.  Any Paying Agent,
Registrar, Conversion Agent or co-registrar may do the same with like
rights.  However, the Trustee must
comply with Sections 7.10 and 7.11.  

                    SECTION
7.04  Trustee’s Disclaimer.  The Trustee makes no representation as to
the validity or adequacy of this Indenture, or the Securities, it shall not be
accountable for the Company’s use or application of the proceeds from the
Securities, it shall not be responsible for any statement in the registration
statement for the Securities under the Securities Act contemplated by the
Registration Rights Agreement or in the Indenture or the Securities (other than
its certificate of authentication), or the determination as to which beneficial
owners are entitled to receive any notices hereunder.  


49









                    SECTION
7.05  Notice of Defaults.  If a Default occurs and if it is known to a
Responsible Officer of the Trustee, the Trustee shall give to each Holder
notice of the Default within 90 days after the occurrence thereof, unless such
Default shall have been cured or waived before the giving of such notice.  Except in the case of a Default described in
Section 6.01(1) or (2), the Trustee may withhold the notice if and so long as a
committee of its trust officers in good faith determines that withholding the
notice is in the best interest of Holders. 
The second sentence of this Section 7.05 shall be in lieu of the proviso
to Section 315(b) of the TIA and such proviso is hereby expressly excluded from
this Indenture, as permitted by the TIA. 
The Trustee shall not be deemed to have knowledge of a Default unless a
Responsible Officer of the Trustee has received written notice of such Default.


                    SECTION
7.06  Reports by Trustee to Holders.  Within 60 days after each May 15 beginning
with the May 15 following the date of this Indenture, the Trustee shall mail to
each Holder a brief report dated as of such May 15 that complies with TIA
Section 313(a), if required by such Section 313(a).  The Trustee also shall comply with TIA Section 313(b).  

                    A
copy of each report at the time of its mailing to Holders shall be filed with
the SEC and, if required, each securities exchange, if any, on which the
Securities are listed.  The Company
agrees to promptly notify the Trustee whenever the Securities become listed on
any securities exchange and of any delisting thereof.  


                    SECTION
7.07  Compensation and Indemnity.  The Company agrees:  

	
   
	
            (a)     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 all services rendered by it hereunder (which
  compensation shall not be limited (to the extent permitted by law) by any
  provision of law in regard to the compensation of a trustee of an express
  trust);  

	
   
	
   

	
   
	
            (b)     to reimburse the Trustee upon its request
  for all reasonable expenses, disbursements and advances incurred or made by
  the Trustee in accordance with any provision of this Indenture (including the
  reasonable compensation and the expenses, advances 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  

	
   
	
   

	
   
	
            (c)     to indemnify the Trustee or any
  predecessor Trustee and their agents for, and to hold them harmless against,
  any loss, damage, claim, liability, cost or expense (including reasonable
  attorney’s fees and expenses and taxes (other than taxes based upon, measured
  by or determined by reference to the income of the Trustee)) 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
  and expenses of defending itself against any claim (whether asserted by the
  Company or any Holder or any other Person) or liability in connection with
  the exercise or performance of any of its powers or duties hereunder.  




                    To
secure the Company’s payment obligations in this Section 7.07, the Holders
shall have been deemed to have granted to the Trustee a lien prior to the
Securities on all money or property held or collected by the Trustee, except
for the money and property held in trust to pay the principal amount,
Fundamental Change Purchase Price, or cash interest, if any, as the case may
be, on particular Securities.

50











                    The
Company’s payment obligations pursuant to this Section 7.07 shall survive the
discharge of this Indenture and the resignation or removal of the Trustee.  When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(7) or (8), the expenses,
including the reasonable charges and expenses of its counsel, are intended to
constitute expenses of administration under any Bankruptcy Law.  

                    SECTION
7.08  Replacement of Trustee.  The Trustee may resign by so notifying the
Company; provided, however, no such resignation shall be
effective until a successor Trustee has accepted its appointment pursuant to
this Section 7.08.  The Holders of a
majority in aggregate principal amount of the Securities at the time
outstanding may remove the Trustee by so notifying the Trustee and the
Company.  The Company may remove the
Trustee and shall remove the Trustee if: 


	
   
	
  (1)     the
  Trustee fails to comply with Section 7.10; 
  

	
   
	
   

	
   
	
  (2)     the
  Trustee is adjudged bankrupt or insolvent; 
  

	
   
	
   

	
   
	
  (3)     a
  receiver or public officer takes charge of the Trustee or its property;
  or  

	
   
	
   

	
   
	
  (4)     the
  Trustee otherwise becomes incapable of acting.  




                    If
the Trustee resigns or is removed or if a vacancy exists in the office of the
Trustee for any reason, the Company shall promptly appoint, by resolution of
its Board of Directors, a successor Trustee. 


                    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company satisfactory in form and substance to the
retiring Trustee and the Company. 
Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to
Holders.  The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07.  


                    If
a successor Trustee does not take office within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of a majority in aggregate principal amount of the Securities at the time
outstanding may petition any court of competent jurisdiction at the expense of
the Company for the appointment of a successor Trustee.  

                    If
the Trustee fails to comply with Section 7.10, any Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.  

51










                    SECTION
7.09  Successor Trustee by Merger.  If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all its corporate trust
business or assets to, another corporation, the resulting, surviving or
transferee corporation without any further act shall be the successor Trustee.  

                    SECTION
7.10  Eligibility; Disqualification.  The Trustee shall at all times satisfy the
requirements of TIA Sections 310(a)(1) and 310(b).  The Trustee (or its parent holding company) shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition. 
Nothing herein contained shall prevent the Trustee from filing with the
Commission the application referred to in the penultimate paragraph of TIA
Section 310(b).  

                    SECTION
7.11  Preferential Collection of Claims Against
Company.  The Trustee shall
comply with TIA Section 311(a), excluding any creditor relationship listed in
TIA Section 311(b).  A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein.  


ARTICLE 8


DISCHARGE OF
INDENTURE

                    SECTION
8.01  Discharge of Liability on Securities.  When all outstanding Securities will become
due and payable within one year of their Stated Maturity and the Company has
deposited with the Trustee cash sufficient to pay and discharge all outstanding
Securities on the date of their Stated Maturity, then the Company may discharge
its obligations under this Indenture while Securities remain outstanding;
provided that provisions of Section 2.03, Section 2.04, Section 2.05, Section
2.06, Section 2.07, Section 2.12, Section 4.01, Section 4.05, Section 7.07,
Article 10 and this Article 8 shall survive until the Securities have been paid
in full.  The Trustee shall join in the
execution of a document prepared by the Company acknowledging satisfaction and
discharge of this Indenture on demand of the Company accompanied by an
Officers’ Certificate and Opinion of Counsel and at the cost and expense of the
Company.  

                    SECTION
8.02  Repayment of the Company.  The Trustee and the Paying Agent shall
promptly return to the Company upon written request (i) any excess money held
by them at any time and (ii) any money or securities held by them for the
payment of any amount with respect to the Securities that remains unclaimed for
two years, subject to applicable unclaimed property law.  After return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates
another person and the Trustee and the Paying Agent shall have no further
liability to the Holders with respect to such money or securities for that
period commencing after the return thereof. 


                    SECTION
8.03  Deposited Monies to Be Held in Trust by
Trustee.  Subject to Section
8.02, all monies deposited with the Trustee pursuant to Section 8.01 shall be
held in trust for the sole benefit of the Holders and such monies shall be applied
by the Trustee to the payment, either directly or through any Paying Agent
(including the Company if acting as its own Paying Agent), to the Holders for
the payment of which such monies have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest.


52











                    SECTION
8.04  Reinstatement.  If the Trustee or the Paying Agent is unable
to apply any money in accordance with Sections 8.01 and 8.03 by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.01 until such time as the Trustee or
the Paying Agent is permitted to apply all such money in accordance with
Sections 8.01 and 8.03; provided, however, that if the Company
makes any payment of interest on or principal of any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders to receive such payment from the money held by the Trustee or
Paying Agent.  

ARTICLE 9

AMENDMENTS

                    SECTION
9.01  Without Consent of Holders.  The Company and the Trustee may amend this
Indenture or the Securities without the consent of any Holder for the purposes
of, among other things:  

	
   
	
            (1)     adding
  to the Company’s covenants for the benefit of the Holders;  

	
   
	
   

	
   
	
            (2)     surrendering
  any right or power conferred upon the Company;  

	
   
	
   

	
   
	
            (3)     providing
  for conversion rights of Holders if any reclassification or change of
  Ordinary Shares or any consolidation, merger or sale of all or substantially
  all of the Company’s assets occurs;  

	
   
	
   

	
   
	
            (4)     increasing
  the Conversion Rate;  

	
   
	
   

	
   
	
            (5)     complying
  with the requirements of the SEC in order to effect or maintain the
  qualification of this Indenture under the TIA;  

	
   
	
   

	
   
	
            (6)     making
  any changes or modifications to this Indenture necessary in connection with
  the registration of the Securities under the Securities Act as contemplated
  by the Registration Rights Agreement; 
  

	
   
	
   

	
   
	
            (7)     curing
  any ambiguity, omission, inconsistency or correcting or supplementing any
  defective provision contained in this Indenture;  

	
   
	
   

	
   
	
            (8)     adding
  or modifying any other provisions which the Company and the Trustee may deem
  necessary or desirable;  

	
   
	
   

	
   
	
            (9)     complying
  with Article 5;  




53











	
   
	
            (10)   providing
  for uncertificated Securities in addition to the Certificated Securities so
  long as such uncertificated Securities are in registered form for purposes of
  the Internal Revenue Code of 1986, as amended; or  

	
   
	
   

	
   
	
            (11)   providing
  for the appointment of a successor trustee. 




                    Notwithstanding
the foregoing, such modification or amendments may only be made to the extent
that they do not adversely affect the interests of the Holders in any material
respect. 

                    SECTION
9.02  With Consent of Holders.  With the written consent of the Holders of
not less than a majority in aggregate principal amount of the Securities at the
time outstanding or by the adoption of a resolution at a meeting of Holders at
which a quorum is present by at least a majority in aggregate principal amount
of the Securities represented at the meeting, the Company may modify and amend
this Indenture or the Securities and waive noncompliance by the Company.  However, without the consent of each Holder
affected, a modification, amendment or waiver to this Indenture or the
Securities may not:  

	
   
	
            (1)     change
  the maturity of the principal of or any installment of interest on any
  Security or any payment of Additional Interest Amounts;  

	
   
	
   

	
   
	
            (2)     reduce
  the principal amount of, or interest on or any payment of Additional Interest
  Amounts on, any Security or the amount payable upon redemption or purchase of
  any Security;  

	
   
	
   

	
   
	
            (3)     change
  the currency of payment of principal of, or interest on any Security;  

	
   
	
   

	
   
	
            (4)     modify
  the Company’s obligation to maintain an agency or office in Borough of
  Manhattan, The City of New York;  

	
   
	
   

	
   
	
            (5)     impair
  the right to institute suit for the enforcement of any payment on or with
  respect to, or conversion of, any Security; 
  

	
   
	
   

	
   
	
            (6)     modify
  the Company’s purchase obligations or redemption rights under Article 3 in a
  manner adverse to the Holders; 

	
   
	
   

	
   
	
            (7)     except
  as otherwise permitted or contemplated by provisions of this Indenture
  concerning corporate reorganizations, materially adversely affect the
  purchase option of Holders or the conversion rights of Holders; or  

	
   
	
   

	
   
	
            (8)     reduce
  the percentage in aggregate principal amount of Securities outstanding
  necessary to modify or amend this Indenture or to waive any past
  default.  




                    It
shall not be necessary for the consent of the Holders under this Section 9.02
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent approves the substance thereof.  

54











                    After
an amendment under this Section 9.02 becomes effective, the Company shall mail
to each Holder a notice briefly describing the amendment.  

                    SECTION
9.03  Compliance with Trust Indenture Act.  Every supplemental indenture executed
pursuant to this Article shall comply with the TIA.  

                    SECTION
9.04  Revocation and Effect of Consents, Waivers
and Actions.  Until an
amendment, waiver or other action by Holders becomes effective, a consent
thereto by a Holder of a Security hereunder is a continuing consent by the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same obligation as the consenting Holder’s Security, even if
notation of the consent, waiver or action is not made on the Security.  However, any such Holder or subsequent
Holder may revoke the consent, waiver or action as to such Holder’s Security or
portion of the Security if the Trustee receives the notice of revocation before
the date the amendment, waiver or action becomes effective.  After an amendment, waiver or action becomes
effective, it shall bind every Holder.  

                    SECTION
9.05  Notation on or Exchange of Securities.  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 Board of Directors,
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
9.06  Trustee to Sign Supplemental Indentures.  The Trustee shall sign any supplemental indenture
authorized pursuant to this Article 9 if the amendment contained therein does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee.  If it does, the Trustee may,
but need not, sign such supplemental indenture.  In signing such supplemental indenture the Trustee shall be
entitled to receive, and (subject to the provisions of Section 7.01) shall be
fully protected in relying upon, an Officers’ Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.  


                    SECTION
9.07  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 shall be bound thereby.  


ARTICLE 10


CONVERSION

                    SECTION
10.01  Conversion Right and Conversion Rate.  (a) 
A Holder of a Security may convert the principal amount of such Security
(or any portion thereof equal to $1,000 or any integral multiple of $1,000 in
excess thereof), at the Conversion Rate then in effect, into Ordinary Shares at
any time prior to the earlier of (1) the close of business on the Business Day
prior to the Redemption Date, and (2) the close of business on the Final
Maturity Date.  The initial “Conversion
Rate” is 53.4474 Ordinary Shares per $1,000 principal amount of the Securities
and is subject to adjustment as provided in this Article 10.  In addition, a Holder may be entitled to the
Make-Whole Premium in addition to the Ordinary Shares deliverable upon
conversion of such Holder’s Securities in accordance with Section 3.07 hereof.

55











                    (b)     The conversion right, subject to the
conditions described in this Section 10.01, shall commence on the initial
issuance date of the Securities and expire at the close of business on the
Final Maturity Date, subject, in the case of conversion of any Global Security,
to any Applicable Procedures. If a Security is called for redemption or
submitted or presented for purchase pursuant to Article 3, such conversion
right shall terminate at the close of business on the Business Day immediately
preceding the Redemption Date, or the Business Day following the Fundamental
Change Purchase Date or Put Right Purchase Date, as the case may be, for such
Security (unless the Company shall default in paying the Redemption Price,
Fundamental Change Purchase Price or Put Right Purchase Price when due in
accordance with Article 3, in which case the conversion right shall terminate
at the close of business on the date such default is cured and such Security is
redeemed or purchased, as the case may be). Securities in respect of which a
Fundamental Change Purchase Notice or a Put Right Purchase Notice, as the case
may be, has been delivered may not be surrendered for conversion pursuant to
this Article 10 prior to a valid withdrawal of such Fundamental Change Notice
or Put Right Purchase Notice, as the case may be in accordance with the
provisions of Article 3. 

                    SECTION
10.02  Exercise of Conversion Right.  (a) 
To exercise the conversion right, the Holder of any Security to be
converted shall in the case of Global Securities, comply with the Applicable
Procedures, and, in the case of Certificated Securities, surrender such
Security duly endorsed or assigned to the Company or in blank, at the office of
any Conversion Agent, accompanied by a duly signed conversion notice (a
“Conversion Notice”) substantially in the form attached to the Security to the
Company 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.   

	
   
	
            (b)     Except in the case of: 

	
   
	
   

	
   
	
            (i)     Securities
  that are subject to a Redemption Notice pursuant to which the Redemption Date
  falls after a Regular Record Date and on or before the corresponding Interest
  Payment Date; 

	
   
	
   

	
   
	
            (ii)     Securities
  that are submitted for conversion into Ordinary Shares following notice by
  the Company of a Fundamental Change pursuant to Section 3.07(b) where the applicable
  Fundamental Change Purchase Date falls after a Regular Record Date and on or
  before the corresponding Interest Payment Date; 

	
   
	
   

	
   
	
            (iii)     Securities
  that are subject to a Company Put Right Notice where the Put Right Purchase
  Date falls after a Regular Record Date and on or before the corresponding
  Interest Payment Date; and




56











	
   
	
            (iv)     Securities
  that are submitted for conversion into Ordinary Shares where the Conversion
  Date falls after the last Regular Record Date prior to the Final Maturity
  Date and before the opening of business on the last Interest Payment Date
  prior to the Final Maturity Date, 




each Security surrendered for conversion during the period from the
close of business on any Regular Record Date to the opening of business on the
next succeeding Interest Payment Date shall be accompanied by payment in New
York Clearing House funds or other funds acceptable to the Company of an amount
equal to the interest to be received on such Interest Payment Date on the
principal amount of Securities being surrendered for conversion.  

                    (c)     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 in accordance with the foregoing provisions (the
“Conversion Date”), and at such time the rights of the Holders of such
Securities as Holders shall cease (and all obligations of the Company with
respect thereto shall be deemed satisfied, including with respect to the
principal amount and any accrued and unpaid interest, including any Additional
Interest), 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 cause to be issued and delivered to such Conversion Agent a
certificate or certificates for or, if applicable, other book-entry
confirmation representing the number of full Ordinary Shares issuable upon
conversion together with payment in lieu of any fraction of a share as provided
in Section 10.03 (together, the “Conversion Consideration”).  


                    (d)     Notwithstanding the foregoing, in lieu of
delivery of Ordinary Shares upon conversion of any Securities, for all or any
portion of the Securities, the Company may elect to pay the Conversion
Consideration to Holders surrendering Securities for conversion in cash,
Ordinary Shares or a combination thereof. 
In the event that the Company elects to pay all or a portion of the
Conversion Consideration in cash, the Company shall give notice (which notice
shall be irrevocable) to any Holder surrendering securities for conversion no
later than two Business Days after receiving a Conversion Notice (the “Election
Date”); provided, however, that the Company shall not be
required to give such notice in the event that it has previously delivered a
Redemption Notice pursuant to Section 3.03 indicating the form of consideration
in which the Conversion Consideration will be paid in respect of any Securities
surrendered for conversion no later than the close of business on the Business
Day immediately preceding the Redemption Date. 
The number of Ordinary Shares to be delivered per Security shall be
calculated as follows: 


	
   
	
  [(T x P) –
  C] / T 

	
   
	
   

	
   
	
  where: 

	
   
	
   

	
   
	
  T = the
  average of the Applicable Share Price over the five Trading Day period
  immediately following either (1) the Election Date, unless the Company has
  previously given notice of a redemption pursuant to Section 3.03, or (2) the
  Conversion Date, if the Company has given such a notice of redemption
  specifying that the Company has elected to pay such Holders cash.

	
   
	
   

	
   
	
  P = the
  Conversion Rate in effect on the Election Date or the Conversion Date, as
  applicable.

	
   
	
   

	
   
	
  C = the cash
  amount to be delivered per Security, provided, however, that in no event will
  this amount exceed the product of T and P.




57








                    Notwithstanding
the foregoing, in lieu of delivery of Ordinary Shares upon conversion of any
Securities, prior to the receipt of any Conversion Notice, the Company shall be
permitted to make an election (which shall be irrevocable and shall apply
generally to all Holders) to pay Conversion Consideration in cash, Ordinary
Shares or a combination thereof.  Such
election shall be made by giving notice thereof to the Trustee and shall become
effective upon receipt by the Trustee.

                    (e)     Any cash deliverable upon conversion will be
delivered through the Conversion Agent no later than the third Business Day
following the determination of the Applicable Share Price; provided, however, that if
the Company elects to make all of such payment in cash, the payment will be
made to Holders surrendering Securities no later than the tenth Business Day
following the applicable Conversion Date.Except as specifically provided
herein, no cash payment or other adjustment will be made on conversion of any
Securities for interest accrued thereon or for dividends on any Ordinary
Shares.  Accrued and unpaid interest
will be deemed paid in full rather than canceled, extinguished or forfeited. 

                    (f)     In the case of any Certificated 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 Securities. 


                    (g)     If Ordinary Shares to be issued upon
conversion of a Restricted Security or portion thereof are to be registered in
a name other than that of the Holder of such Restricted Security, such Holder
must deliver to the Conversion Agent a certificate in substantially the form
set forth in the form of Security set forth in Exhibit C annexed hereto, dated
the date of surrender of such Restricted Security and signed by such Holder, 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 Holder Ordinary Shares or Securities issued upon
conversion of any such Restricted Security not so accompanied by a properly
completed certificate. 


                    (h)     Except as otherwise provided herein, if the
Notes are converted after a Record Date for an Interest Payment Date but prior
to the next Interest Payment Date, those Notes must be accompanied by funds
equal to the interest payable to the Holder of the Notes on such Record Date on
the next Interest Payment Date on the principal amount so converted. 


58











                    SECTION
10.03  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 issued
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 issued upon conversion of any Security
or Securities (or specified portions thereof), the Company shall pay a cash
adjustment in respect of such fraction (calculated to the nearest one-100th of
a share) in an amount equal to the same fraction of the Sale Price per Share of
the Ordinary Shares as of the Trading Day preceding the Conversion Date. 

                    SECTION
10.04  Adjustment of Conversion Rate.  The Conversion Rate shall be subject to
adjustments, calculated by the Company, from time to time as follows: 


	
   
	
          (a)     In case the Company shall hereafter pay a
  dividend or make a distribution to all holders of the outstanding Ordinary
  Shares in Ordinary Shares, the Conversion Rate in effect at the opening of
  business on the date following the date fixed for the determination of
  shareholders entitled to receive such dividend or other distribution shall be
  increased by multiplying such Conversion Rate by a fraction:

  
	
   
	
   
	
   

	
   
	
   
	
           (1)     the
  numerator of which shall be the sum of the number of Ordinary Shares
  outstanding at the close of business on the Record Date fixed for such
  determination and the total number of shares constituting such dividend or
  other distribution, and 

  
	
   
	
   
	
   

	
   
	
   
	
           (2)     the
  denominator of which shall be the number of Ordinary Shares outstanding at
  the close of business on the Record Date fixed for such determination.




Such increase
shall become effective immediately after the opening of business on the
Business Day following the Record Date. 
If any dividend or distribution of the type described in this Section
10.04(a) is declared but not so paid or made, the Conversion Rate shall again
be adjusted to the Conversion Rate which would then be in effect if such
dividend or distribution had not been declared. 

	
   
	
            (b)     In case the 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 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 combination
  becomes effective shall be proportionately reduced.  In each such case, the Conversion Rate shall be adjusted by
  multiplying such Conversion Rate by a fraction, the numerator of which shall
  be the number of Ordinary Shares outstanding immediately after giving effect
  to such subdivision or combination and the denominator of which shall be the
  number of Ordinary Shares outstanding immediately prior to such subdivision
  or combination.  Such reduction or
  increase, 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.




59











	
   
	
            (c)     In case the Company shall issue rights or
  warrants to all holders of its outstanding Ordinary Shares entitling them
  (for a period of not more than 45 days) to subscribe for or purchase Ordinary
  Shares (or securities convertible into Ordinary Shares) at a price per share
  (or having a Conversion Price per share) less than the Current Market Price
  per Ordinary Share on the Record Date fixed for the determination of
  shareholders entitled to receive such rights or warrants, the Conversion Rate
  shall be adjusted so that the same shall equal the price determined by
  multiplying the Conversion Rate in effect at the opening of business on the
  date after such Record Date by a fraction:

	
   
	
   
	
   

	
   
	
   
	
            (1)     the
  numerator of which shall be the number of Ordinary Shares outstanding on the
  close of business on the Record Date plus the total number of additional
  Ordinary Shares so offered for subscription or purchase (or into which the
  convertible securities so offered are convertible) at such below Current
  Market Price, and

	
   
	
   
	
   

	
   
	
   
	
            (2)     the
  denominator of which shall be the number of Ordinary Shares outstanding at
  the close of business on the Record Date plus the number of shares which the
  aggregate offering price of the total number of shares so offered for
  subscription or purchase (or the aggregate Conversion Price of the convertible
  securities so offered) would purchase at such Current Market Price.




Such
adjustment shall be successively made whenever any such rights or warrants are
issued and shall become effective immediately after the opening of business on
the day following the Record Date fixed for determination of shareholders
entitled to receive such rights or warrants. 
To the extent that Ordinary Shares (or securities convertible into
Ordinary Shares) are not delivered pursuant to such rights or warrants, upon
the expiration or termination of such rights or warrants the Conversion Rate
shall be readjusted to the Conversion Rate which would then be in effect had
the adjustments made upon the issuance of such rights or warrants been made on
the basis of the delivery of only the number of Ordinary Shares (or securities
convertible into Ordinary Shares) actually delivered.  In the event that such rights or warrants are not so issued, the
Conversion Rate shall again be adjusted to be the Conversion Rate which would
then be in effect if such date fixed for the determination of shareholders
entitled to receive such rights or warrants had not been fixed.  In determining whether any rights or
warrants entitle the holders to subscribe for or purchase Ordinary Shares at
less than such Current Market Price, and in determining the aggregate offering
price of such Ordinary Shares, there shall be taken into account any
consideration received for such rights or warrants, the value of such
consideration if other than cash, to be determined by the Board of
Directors.  

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            (d)     In case the Company shall, by dividend or
  otherwise, distribute to all holders of its Ordinary Shares of any class of
  Share Capital of the Company (other than any dividends or distributions to
  which Section 10.04(a) applies) or evidences of its indebtedness or other
  assets, including securities, but excluding (1) any rights or warrants
  referred to in Section 10.04(c), (2) any dividends or distributions in
  connection with a reclassification, change of the Company’s Ordinary Shares,
  merger, consolidation, statutory share exchange, combination, sale or
  conveyance to which Section 10.11 hereof applies and (3) dividends and
  distributions paid exclusively in cash referred to in Section 10.04(e) (the
  securities described in foregoing clauses (1), (2) and (3) hereinafter in
  this Section 10.04(d) called the “excluded securities”), then, in each such
  case, subject to the second succeeding paragraph of this Section 10.04(d),
  the Conversion Rate shall be adjusted so that the same shall be equal to the
  price determined by multiplying the Conversion Rate in effect immediately
  prior to the close of business on the Record Date with respect to such
  distribution by a fraction:

	
   
	
   

	
   
	
   
	
            (1)     the
  numerator of which shall be such Current Market Price per Ordinary Share on
  the Record Date, and

	
   
	
   
	
   

	
   
	
   
	
            (2)     the
  denominator of which shall be the Current Market Price per Ordinary Share on
  such date, less the then fair market value (as determined by the Board of
  Directors, whose determination shall be conclusive and set forth in a Board
  Resolution) on such date of the portion of the securities, evidences of
  indebtedness or other assets so distributed (other than excluded securities)
  applicable to one Ordinary Share (determined on the basis of the number of
  shares of Ordinary Shares outstanding on the Record Date).




Such increase
shall become effective immediately prior to the opening of business on the day
following the Record Date.  However, in
the event that the then fair market value (as so determined) of the portion of
the securities, evidences of indebtedness or other assets so distributed (other
than excluded securities) applicable to one Ordinary Share is equal to or
greater than the Current Market Price on the Record Date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder
shall have the right to receive upon conversion of a Security (or any portion
thereof) the amount of securities, evidences of indebtedness or other assets so
distributed (other than excluded securities) such Holder would have received
had such Holder converted such Security (or portion thereof) immediately prior
to such Record Date.  In the event that
such dividend or distribution is not so paid or made, the Conversion Rate shall
again be adjusted to be the Conversion Rate which would then be in effect if
such dividend or distribution had not been declared. 

                    If
the Board of Directors determines the fair market value of any distribution for
purposes of this Section 10.04(d) by reference to the actual or when issued
trading market for any securities comprising all or part of such distribution
(other than excluded securities), it must in doing so consider the prices in
such market over the same period (the “Reference Period”) used in computing the
Current Market Price pursuant to Section 10.04(g) to the extent possible,
unless the Board of Directors in a Board Resolution determines in good faith
that determining the fair market value during the Reference Period would not be
in the best interests of the Holder. 


61










                    For
purposes of this Section 10.04(d) and Sections 10.04(a), 10.04(b) and 10.04(c),
any dividend or distribution to which this Section 10.04(d) is applicable that
also includes Ordinary Share, a subdivision or combination of Ordinary Share to
which Section 10.04(b) applies, or rights or warrants to subscribe for or
purchase Ordinary Shares (or securities convertible into Ordinary Shares) to
which Section 10.04(c) applies (or any combination thereof), shall be deemed
instead to be: 

	
   
	
            (1)     a
  dividend or distribution of the evidences of indebtedness, assets, shares of
  capital stock, rights or warrants other than such Ordinary Share, such sub­division
  or combination or such rights or warrants to which Sections 10.04(a),
  10.04(b) and 10.04(c) apply, respectively (and any Conversion Rate increase
  required by this Section 10.04(d) with respect to such dividend or
  distribution shall then be made), immediately followed by

	
   
	
   

	
   
	
            (2)     a
  dividend or distribution of such Ordinary Share, such sub­division or
  combination or such rights or warrants (and any further Conversion Rate
  increase required by Sections 10.04(a), 10.04(b) and 10.04(c) with respect to
  such dividend or distribution shall then be made), except:





	
   
	
   
	
            (A)     the
  Record Date of such dividend or distribution shall be substituted as (x) “the
  date fixed for the determination of stockholders entitled to receive such
  dividend or other distribution”, “Record Date fixed for such determinations”
  and “Record Date” within the meaning of Section 10.04(a), (y) “the day upon
  which such subdivision becomes effective” and “the day upon which such
  combination becomes effective” within the meaning of Section 10.04(b), and
  (z) as “the date fixed for the determination of stockholders entitled to
  receive such rights or warrants”, “the Record Date fixed for the
  determination of the stockholders entitled to receive such rights or
  warrants” and such “Record Date” within the meaning of Section 10.04(c), and

	
   
	
   
	
   

	
   
	
   
	
            (B)     any
  Ordinary Shares included in such dividend or distribution shall not be deemed
  “outstanding at the close of business on the date fixed for such
  determination” within the meaning of Section 10.04(a) and any increase or
  reduction in the number of Ordinary Shares resulting from such subdivision or
  combination shall be disregarded in connection with such dividend or
  distribution.




62











	
   
	
            (e)     In case the Company shall, by dividend or
  otherwise, distribute to all holders of its Ordinary Shares, cash, then and
  in each such case, immediately after the close of business on such date, the
  Conversion Rate shall be increased so that the same shall equal the price
  determined by multiplying the Conversion Rate in effect immediately prior to
  the close of business on such Record Date by a fraction:





	
   
	
   
	
            (i)     the
  numerator of which shall be equal to the Current Market Price on such Record
  Date, and

	
   
	
   
	
   

	
   
	
   
	
            (ii)     the
  denominator of which shall be equal to the Current Market Price on the Record
  Date less an amount equal to the quotient of (x) the aggregate amount of the
  cash distributed and (y) the number of Ordinary Shares outstanding on the
  Record Date.




In the event
that such dividend or distribution is not so paid or made, the Conversion Rate
shall again be adjusted to be the Conversion Rate which would then be in effect
if such dividend or distribution had not been declared. 

	
   
	
            (f)     In case the Company or any of its
  Subsidiaries pays holders of the Ordinary Shares in respect of a tender offer
  or exchange offer, other than an odd-lot offer, by the Company or any of its
  Subsidiaries for Ordinary Shares to the extent that the cash and fair market
  value of any other consideration included in the payment per Ordinary Share
  exceeds the Sale Price per Ordinary Share on the Trading Day next succeeding
  the last date on which tenders or exchanges may be made pursuant to such
  tender offer or exchange offer (the “Expiration Time”), then, and in each
  such case, the Conversion Rate shall be adjusted so that the same shall equal
  the price determined by multiplying the Conversion Rate in effect immediately
  prior to close of business on the date of the Expiration Time by a fraction:

	
   
	
   
	
   

	
   
	
   
	
            (1)     the
  numerator of which shall be the sum of (x) the fair market value (determined
  as aforesaid) of the aggregate consideration payable to stockholders based on
  the acceptance (up to any maximum specified in the terms of the tender offer
  or exchange offer) of all shares validly tendered or exchanged 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”) and (y) the
  product of the number of Ordinary Shares outstanding (less any Purchased
  Shares) at the Expiration Time and the Sale Price of the Ordinary Shares on
  the Trading Day next succeeding the Expiration Time, and

	
   
	
   
	
   

	
   
	
   
	
            (2)     the
  denominator of which shall be the number of Ordinary Shares outstanding
  (including any tendered or exchanged shares) at the Expiration Time
  multiplied by the Sale Price of the Ordinary Shares on the Trading Day next
  succeeding the Expiration Time.




Such increase
(if any) shall become effective immediately prior to the opening of business on
the day following the Expiration Time. 
In the event that the Company is obligated to purchase shares pursuant
to any such tender offer or exchange offer, but the Company is permanently
prevented by applicable law from effecting any such purchases or all such
purchases are rescinded, the Conversion Rate shall again be adjusted to be the
Conversion Rate which would then be in effect if such tender offer or exchange
offer had not been made. 

63












	
   
	
            (g)     For purposes of this Section 10.04, the
  following terms shall have the meanings indicated:

	
   
	
   

	
   
	
            “Current
  Market Price” shall mean the average of the daily Sale Prices per Ordinary
  Share for the ten consecutive Trading Days ending not later than the earlier
  of the date immediately prior to the date in question and the day before the
  “ex” date with respect to the issuance, distribution, subdivision or
  combination requiring such computation. 
  If another issuance, distribution, subdivision or combination to which
  Section 10.04 applies occurs during the period applicable for calculating
  “Current Market Price” pursuant to the preceding definition, then “Current
  Market Price” shall be appropriately adjusted to reflect the impact of such issuance,
  distribution, subdivision or combination on the Sale Price of the Ordinary
  Share during such period.  For
  purposes of this paragraph, the term “ex” date, when used:

	
   
	
   
	
   

	
   
	
   
	
            (A)     with
  respect to any issuance or distribution, means the first date on which the
  Ordinary Shares trades regular way on the relevant exchange or in the
  relevant market from which the Sale Price was obtained without the right to
  receive such issuance or distribution;

	
   
	
   
	
   

	
   
	
   
	
            (B)     with
  respect to any subdivision or combination of Ordinary Shares, means the first
  date on which the Ordinary Shares trades regular way on such exchange or in
  such market after the time at which such subdivision or combination becomes
  effective, and

	
   
	
   
	
   

	
   
	
   
	
            (C)     with
  respect to any tender or exchange offer, means the first date on which the
  Ordinary Shares trades regular way on such exchange or in such market after
  the Expiration Time of such offer.




Notwithstanding
the foregoing, whenever successive adjustments to the Conversion Rate are
called for pursuant to this Section 10.04, such adjustments shall be made to
the Current Market Price as may be necessary or appropriate to effectuate the
intent of this Section 10.04 and to avoid unjust or inequitable results as determined
in good faith by the Board of Directors. 

	
   
	
            (2)     “fair
  market value” shall mean the amount which a willing buyer would pay a willing
  seller in an arm’s length transaction.

	
   
	
   

	
   
	
            (3)     “Record
  Date” shall mean for purposes of this Article 10, with respect to any
  dividend, distribution or other transaction or event in which the holders of
  Ordinary Shares have the right to receive any cash, securities or other
  property or in which the Ordinary Shares (or other applicable security) is
  exchanged for or converted into any combination of cash, securities or other
  property, the date fixed for determination of stockholders entitled to
  receive such cash, securities or other property (whether such date is fixed
  by the Board of Directors or by statute, contract or otherwise).

	
   
	
   

	
   
	
            (h)     The Company may make such increases in the
  Conversion Rate, in addition to those required by Section 10.04(a), (b), (c),
  (d), (e) or (f), as the Board of Directors considers to be advisable to avoid
  or diminish any income tax to holders of Ordinary Shares or rights to
  purchase Ordinary Shares resulting from any dividend or distribution of stock
  (or rights to acquire stock) or from any event treated as such for income tax
  purposes.




64










                    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 20 days and the increase is irrevocable during the period and the
Board of Directors determines in good faith that such increase would be in the
best interests of the Company, which determination shall be conclusive and set
forth in a Board Resolution.  Whenever
the Conversion Rate is increased pursuant to the preceding sentence, the Company
shall mail to the Trustee and each Holder at the address of such Holder as it
appears in the Register a notice of the increase at least 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.


	
   
	
            (i)     No adjustment in the Conversion Rate shall
  be required unless such adjustment would require an increase or decrease of
  at least 1% in the Conversion Price then in effect; provided, however,
  that any adjustments which by reason of this Section 10.04(i) are not
  required to be made shall be carried forward and taken into account in any
  subsequent adjustment.  In the event
  that an adjustment has been carried forward pursuant to the preceding
  sentence but has not yet been taken into account in an adjustment to the
  Conversion Rate and notwithstanding the first sentence of this paragraph (i),
  an adjustment to the Conversion Rate will be made in accordance with the
  relevant paragraph of this Section 10.04 annually on November 9, or

	
   
	
   

	
   
	
   
	
            (x)     5
  Business Days prior to the Final Maturity Date (whether at Stated Maturity or
  otherwise), or

	
   
	
   
	
   

	
   
	
   
	
            (y)     immediately
  following a Redemption Notice or following notice by the Company of a
  Fundamental Change pursuant to Section 3.07(a), or

	
   
	
   
	
   

	
   
	
  provided that no further adjustment shall be made in the case of (x)
  and (y) if such adjustment has previously been made.

	
   
	
   

	
   
	
                      All
  calculations under this Article 10 shall be made by the Company and shall be
  made to the nearest cent or to the nearest one hundredth of a share, as the
  case may be.  No adjustment need be
  made for a change in the par value or no par value of the Ordinary
  Shares.  No adjustment in the
  Conversion Rate shall be required if the Holders participate in the
  transactions that would otherwise lead to an adjustment in the Conversion
  Rate pursuant to this Section 10.04.

	
   
	
   

	
   
	
            (j)     In any case in which this Section 10.04
  provides that an adjustment shall become effective immediately after a Record
  Date for an event, the Company may defer until the occurrence of such event
  (i) issuing to the Holder of any Security converted after such Record Date
  and before the occurrence of such event the additional Ordinary Shares
  issuable upon such conversion by reason of the adjustment required by such
  event over and above the Ordinary Shares issuable upon such conversion before
  giving effect to such adjustment and (ii) paying to such Holder any amount in
  cash in lieu of any fraction pursuant to Section 10.03 hereof.




65











	
   
	
            (k)     For purposes of this Section 10.04, 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.




                    SECTION
10.05  Notice of Adjustments of Conversion Rate.  Whenever the Conversion Rate is adjusted as
herein provided (other than in the case of an adjustment pursuant to the second
paragraph of Section 10.04(h) for which the notice required by such paragraph
has been provided), the Company shall promptly file with the Trustee and any
Conversion Agent other than the Trustee an Officers’ Certificate setting forth
the adjusted Conversion Rate and showing in reasonable detail the facts upon
which such adjustment is based. 
Promptly after delivery of such Officers’ Certificate, the Company shall
prepare a notice stating that the Conversion Rate has been adjusted and setting
forth the adjusted Conversion Rate and the date on which each adjustment
becomes effective, and shall mail, or cause the Trustee to mail, at the
Company’s expense, such notice to each Holder at the address of such Holder as
it appears in the Register within 20 days of the effective date of such
adjustment.  Failure to deliver such
notice shall not affect the legality or validity of any such adjustment. 

                    SECTION
10.06  Notice Prior to Certain Actions.  In case at any time after the date hereof: 

	
   
	
            (1)     the
  Company shall declare a dividend (or any other distribution) on its Ordinary
  Shares payable otherwise than in cash out of its capital surplus or its
  consolidated retained earnings;

	
   
	
   

	
   
	
            (2)     the
  Company shall authorize the granting to the holders of its Ordinary Shares of
  rights or warrants to subscribe for or purchase any shares of capital stock
  of any class (or of securities convertible into shares of capital stock of
  any class) or of any other rights;

	
   
	
   

	
   
	
            (3)     there
  shall occur any reclassification of the Ordinary Shares of the Company (other
  than a subdivision or combination of its outstanding Ordinary Shares, a
  change in par value, a change from par value to no par value or a change from
  no par value to par value), or any merger, consolidation, statutory share
  exchange or combination to which the Company is a party and for which
  approval of any shareholders of the Company is required, or the sale,
  transfer or conveyance of all or substantially all of the assets of the
  Company; or

	
   
	
   

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




66










the Company
shall cause to be filed at each office or agency maintained for the purpose of
conversion of Securities pursuant to Section 4.05 hereof, and shall cause to be
provided to the Trustee and all Holders in accordance with Section 11.02
hereof, at least 15 days prior to the applicable record or effective date
hereinafter specified, a notice stating: 


	
   
	
   
	
            (A)     the
  date on which a record is to be taken for the purpose of such dividend,
  distribution, rights or warrants, or, if a record is not to be taken, the
  date as of which the holders of record of Ordinary Shares to be entitled to
  such dividend, distribution, rights or warrants are to be determined, or

	
   
	
   
	
   

	
   
	
   
	
            (B)     the
  date on which such reclassification, merger, consolidation, statutory share
  exchange, combination, sale, transfer, conveyance, dissolution, liquidation
  or winding up is expected to become effective, and the date as of which it is
  expected that holders of record of Ordinary Shares shall be entitled to
  exchange their of Ordinary Shares for securities, cash or other property
  deliverable upon such reclassification, merger, consolidation, statutory
  share exchange, sale, transfer, dissolution, liquidation or winding up.




                    Neither
the failure to give such notice nor any defect therein shall affect the
legality or validity of the proceedings or actions described in clauses (1)
through (4) of this Section 10.06. 

                    SECTION
10.07  Company to Reserve Ordinary Shares.  The Company shall at all times use its best
efforts to 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 shares of fully paid and
nonassessable Ordinary Shares then issuable upon the conversion of all
Securities outstanding. 


                    SECTION
10.08  Taxes on Conversions.  Except as provided in the next sentence, the
Company will pay any and all taxes (other than taxes on income) and duties that
may be payable in respect of the issue or delivery of Ordinary Shares on
conversion of Securities pursuant hereto. 
A Holder delivering a Security for conversion shall be liable for and
will 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 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
10.09  Covenant as to Ordinary Shares.  The Company covenants that all of Ordinary
Shares which may be issued upon conversion of Securities will upon issue be
fully paid and nonassessable. 


                    SECTION
10.10  Cancellation of Converted Securities.  All Securities delivered for conversion
shall be delivered to the Trustee to be canceled by or at the direction of the
Trustee, which shall dispose of the same as provided in Section 2.10. 


67











                    SECTION
10.11  Effect of Reclassification, Consolidation,
Merger or Sale.  If any of
following events occur, namely: 

	
   
	
            (1)     any
  reclassification or change of the outstanding Ordinary Shares (other than a
  change in nominal value, or from nominal value to no nominal value, or from
  no nominal value to nominal value, or as a result of a subdivision or
  combination),

	
   
	
   

	
   
	
            (2)     any
  merger, consolidation, statutory share exchange or combination of the Company
  with another corporation, or

	
   
	
   

	
   
	
            (3)     any
  sale or conveyance of all, or substantially all, the properties and assets of
  the Company to any other Person,




in each case,
as a result of which holders of Ordinary Shares shall be entitled to receive
share capital, securities or other property or assets (including cash or any
combination thereof) with respect to or in exchange for such Ordinary Shares,
the Company or the successor or purchasing corporation, as the case may be,
shall execute with the Trustee a supplemental indenture (which shall comply
with the TIA as in force at the date of execution of such supplemental
indenture if such supplemental indenture is then required to so comply)
providing that such Security shall be convertible into the kind and amount of
share capital and other securities or property or assets (including cash or any
combination thereof) which such Holder would have been entitled to receive upon
such reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance had such Securities been converted into
Ordinary Shares immediately prior to such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance
assuming such holder of Ordinary Shares did not exercise its rights of
election, if any, as to the kind or amount of securities, cash or other
property receivable upon such reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance (provided that, if
the kind or amount of securities, cash or other property receivable upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance is not the same for each Ordinary Share in
respect of which such rights of election shall not have been exercised
(“Non-Electing Share”), then for the purposes of this Section 10.11 the kind
and amount of securities, cash or other property receivable upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance for 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 shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article 10.  If, in the case of any such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance, the stock or other securities and assets receivable
thereupon by a holder of shares of Ordinary Shares includes share capital or
other securities and assets of a corporation other than the successor or
purchasing corporation, as the case may be, in such reclassification, change,
merger, consolidation, statutory share exchange, combination, sale or
conveyance, then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional provisions to protect the
interests of the Holders of the Securities as the Board of Directors shall
reasonably consider necessary by reason of the foregoing, including to the
extent practicable the provisions providing for the purchase rights set forth
in Section 3.01 hereof. 

68











                    The
Company shall cause notice of the execution of such supplemental indenture to
be mailed to each Holder, at the address of such Holder as it appears on the
Register, within 20 days after execution thereof.  Failure to deliver such notice shall not affect the legality or
validity of such supplemental indenture. 

                    The
above provisions of this Section 10.11 shall similarly apply to successive
reclassifications, mergers, consolidations, statutory share exchanges,
combinations, sales and conveyances. 

                    If
this Section 10.11 applies to any event or occurrence, Section 10.04 hereof
shall not apply to such event or occurrence. 

                    SECTION
10.12  Adjustment for Other Distributions.  Notwithstanding the foregoing, if, after the
Issue Date of the Securities, the Company pays a dividend or makes a
distribution to all holders of its Ordinary Shares consisting of Share Capital
of any class or series, or similar equity interests as described in Section
10.04(d), of or relating to a Subsidiary or other business unit of the Company
(the “Spinoff Securities”), the Conversion Rate shall be increased  so that the same shall be equal to the rate
determined by multiplying the Conversion Rate in effect on the record date
fixed for the determination of Shareholders entitled to receive such distribution
by a fraction: the numerator of which shall be the sum of (A) the average Post
Distribution Price per Ordinary Share over the ten consecutive Trading Day
period (the “Spinoff Valuation Period”) commencing on and including the fifth
Trading Day after the date on which “ex-dividend trading” commences in the
Ordinary Shares on the Nasdaq National Market or such other U.S. national or
regional exchange or market on which the Ordinary Shares are then listed or
quoted and (B) the average Post Distribution Price over the Spinoff Valuation
Period of the portion of the Spinoff Securities so distributed applicable to
one Ordinary Share and the denominator of which shall be the average Post
Distribution Price of one Ordinary Share over the Spinoff Valuation Period,
such adjustment to become effective immediately prior to the opening of
business on the fifteenth Trading Day after the date on which “ex-dividend
trading” commences; provided, however, that the Company may in lieu of the
foregoing adjustment elect to reserve the pro rata portion of such Spinoff
Securities so that each Holder of Securities shall have the right to receive
upon conversion thereof the amount of such Spinoff Securities of such
Subsidiary or business unit that such Holder of Securities would have received
if such Securities had been converted on the record date with respect to such
distribution.

                    “Post-Distribution
Price” per Ordinary Share or any similar equity interest on any date means the
closing per unit 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 ask prices) on such date for trading
of such units on a “when issued” basis without due bills (or similar concept)
as reported in the composite transactions for the New York Stock Exchange or
such other national or regional exchange or market on which such Share Capital
or equity interest is traded or, if the Share Capital or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange or market, as reported by the OTC Bulletin Board or successor thereto
or by Pink Sheets LLC (formerly the National Quotation Bureau Incorporated);
provided that if on any date such units have not traded on a “when issued”
basis, the Post-Distribution Price shall be the closing per unit 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 ask prices) on such date for trading of such units on a “regular
way” basis without due bills (or similar concept) as reported in the composite
transactions for the New York Stock Exchange or such other national or regional
exchange on which such Share Capital or equity interest is traded or, if the
Share Capital or equity interest as the case may be, is not listed on a United
States national or regional securities exchange, as reported by the OTC
Bulletin Board or successor thereto or by Pink Sheets LLC (formerly the
National Quotation Bureau Incorporated). 
In the absence of such quotation, the Company shall be entitled to
determine the Post-Distribution Price on the basis of such quotations, which
reflect the post-distribution value of the Share Capital or equity interests as
it considers appropriate. 


69










                    SECTION
10.13  Responsibility of Trustee for Conversion
Provisions.  The Trustee 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
intent of any such adjustments when made, or with respect to the method employed,
or herein or in any supplemental indenture provided to be employed, in making
the same.  Neither the Trustee nor any
Conversion Agent shall be accountable with respect to the validity or value (of
the kind or amount) of any Ordinary Shares, or of any other securities or
property, 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 nor any
Conversion Agent shall be responsible for any failure of the Company to make
any cash payment or to issue, transfer or deliver any Ordinary Shares or share
certificates or other securities or property upon the surrender of any Security
for the purpose of conversion; and the Trustee and any Conversion Agent shall
not be responsible or liable for any failure of the Company to comply with any
of the covenants of the Company contained in this Article. 

ARTICLE 11


MISCELLANEOUS

                    SECTION
11.01  Trust Indenture Act Controls.  If any provision of this Indenture limits,
qualifies, or conflicts with another provision which is required to be included
in this Indenture by the TIA, the required provision shall control.  If any provision of this Indenture expressly
modifies or excludes any provision of the TIA that may be so modified or
excluded, the Indenture provision so modifying or excluding such provision of
the TIA shall be deemed to apply. 


70








                    SECTION
11.02  Notices.  Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing and delivered in person or
mailed by first-class mail, postage prepaid, addressed as follows, or, other
than notices to the Company, transmitted by facsimile transmission (confirmed
by guaranteed overnight courier) to the following facsimile numbers: 


	
   
	
  if to the
  Company: 

	
   
	
   

	
   
	
  AudioCodes
  Ltd.

	
   
	
  1 Hayarden
  Street

	
   
	
  Airport City
  

	
   
	
  Lod, 70151

	
   
	
  Israel

	
   
	
  Attention:
  General Counsel

	
   
	
  Facsimile:
  +972 (3) 976-4040

	
   
	
   

	
   
	
  if to the
  Trustee: 

	
   
	
   

	
   
	
  U.S. Bank
  National Association

	
   
	
  100 Wall
  Street, 16th Floor, NY, NY 10005

	
   
	
  Attention:
  Corporate Trust Services

	
   
	
  Facsimile:  (212) 509-3384/5429 




                    The
Company or the Trustee by notice given to the other in the manner provided
above may designate additional or different addresses for subsequent notices or
communications. 

                    Any
notice or communication given to a Holder shall be mailed to the Holder, by
first-class mail, postage prepaid, at the Holder’s address as it appears on the
registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed. 


                    Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.  If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not received by the addressee. 

                    If
the Company mails a notice or communication to the Holders, it shall mail a
copy to the Trustee and each Registrar, Paying Agent, Conversion Agent or
co-registrar. 

                    SECTION
11.03  Communication by Holders with Other Holders.  Holders may communicate pursuant to TIA
Section 312(b) with other Holders with respect to their rights under this Indenture
or the Securities.  The Company, the
Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else
shall have the protection of TIA Section 312(c). 

                    SECTION
11.04  Certificate and Opinion as to Conditions
Precedent.  Upon any request
or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee an Opinion of Counsel
stating that, in the opinion of such counsel, all such conditions precedent
have been complied with. 

                    SECTION
11.05  Statements Required in an Officers’
Certificate or Opinion.  Each
Officers’ Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include: 

	
   
	
            (1)     a
  statement that each person making such Officers’ Certificate or Opinion of
  Counsel has read such covenant or condition;




71










	
   
	
            (2)     a
  brief statement as to the nature and scope of the examination or
  investigation upon which the statements or opinions contained in such
  Officers’ Certificate or Opinion of Counsel are based;

	
   
	
   

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

	
   
	
   

	
   
	
            (4)     a
  statement that, in the opinion of such person, such covenant or condition has
  been complied with.




                    SECTION
11.06  Separability Clause.  In case any provision in this Indenture or
in 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
11.07  Rules by Trustee, Paying Agent, Conversion
Agent and Registrar.  The
Trustee may make reasonable rules for action by or a meeting of Holders.  The Registrar, Conversion Agent and the
Paying Agent may make reasonable rules for their functions. 


                    SECTION
11.08  Legal Holidays.  A “Legal Holiday” is any day other than a
Business Day.  If any specified date
(including a date for giving notice) is a Legal Holiday, the action shall be
taken on the next succeeding day that is not a Legal Holiday, and, if the
action to be taken on such date is a payment in respect of the Securities, no
interest, if any, shall accrue for the intervening period. 


                    SECTION
11.09  GOVERNING LAW.  THIS INDENTURE AND THE NOTES WILL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.  THE COMPANY HAS APPOINTED AUDIOCODES, INC. AS ITS AGENT FOR
SERVICE OF PROCESS IN ANY LEGAL PROCEEDING WITH RESPECT TO THIS INDENTURE OR
THE NOTES AND FOR ACTIONS BROUGHT UNDER UNITED STATES FEDERAL OR STATE
SECURITIES LAWS, IN ANY FEDERAL OR STATE COURT LOCATED IN THE CITY OF NEW
YORK.  ANY SUIT, ACTION OR PROCEEDING
SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR
IN CONNECTION WITH, THIS INDENTURE OR UNDER THE NOTES MAY BE BROUGHT IN ANY
FEDERAL OR STATE COURT LOCATED IN THE STATE OF NEW YORK, AND EACH OF THE
PARTIES HEREBY CONSENTS TO THE JURISDICTION OF SUCH COURTS (AND OF THE
APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR
PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. 


72











                    SECTION
11.10  No Recourse Against Others.  A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.  By accepting a Security, each
Holder shall waive and release all such liability.  The waiver and release shall be part of the consideration for the
issue of the Securities. 


                    SECTION
11.11  Successors.  All agreements of the Company in this Indenture
and the Securities shall bind its successor. 
All agreements of the Trustee in this Indenture shall bind its
successor. 


                    SECTION
11.12  Multiple Originals.  The parties may sign any number of copies of
this Indenture.  Each signed copy shall
be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this
Indenture.


[Remainder of the page intentionally left
blank.]


73










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

	
   
	
  AUDIOCODES LTD.

	
   
	
   

	
   
	
   

	
   
	
  By: /S/ NACHUM FALEK

	
   
	
   
	
  



  	
   

	
   
	
   
	
  Name: Nachum Falek

	
   
	
   
	
  Title: Chief Financial Officer
	
   















	
   
	
  U.S. BANK NATIONAL ASSOCIATION

	
   
	
  as Trustee

	
   
	
   

	
   
	
   

	
   
	
  By: /S/ CHERYL L. CLARKE

	
   
	
   
	
  



  	
   

	
   
	
   
	
  Name: Cheryl L. Clarke

	
   
	
   
	
  Title: Assistant Vice President














EXHIBIT A  




[FORM OF GLOBAL NOTE] 



        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 HEREON 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. 



        TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF. 



        THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR
THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED (A) PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”)
WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR THE ISSUE DATE OF
OPTION SECURITIES, IF ANY) AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY), OTHER THAN
(1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A,
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (3) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES. PRIOR TO A TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE (3) ABOVE, THE
HOLDER OF THIS SECURITY MUST FURNISH TO THE COMPANY AND THE TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AND LEGAL OPINIONS AS THEY MAY REASONABLY REQUIRE. 















AUDIOCODES LTD. 




2.00% Senior
Convertible Notes due 2024 




CUSIP NO. 050732 AA 4 




No.: 




Issue Date: November 9,
2004 



        AUDIOCODES
LTD., an Israeli  company,  promises to pay to Cede & Co. or registered  assigns,  the
principal sum of One Hundred Million Dollars ($100,000,000) on or before November 9, 2024. 





        This
Security shall bear interest as specified on the other side of this Security. This
Security is convertible as specified on the other side of this Security. 



        Additional
provisions of this Security are set forth on the other side of this Security. 














        IN
WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
one of its duly authorized officers. 





			AUDIOCODES LTD.



BY: 
——————————————

Name:
Title:






5











TRUSTEE’S
CERTIFICATE OF 




AUTHENTICATION 



             U.S.
          BANK NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the
          Securities referred to in the within-mentioned Indenture (as defined on the
          other side of this Security). 





			
BY: 
——————————————

Authorized Signatory






6











[FORM OF REVERSE SIDE
OF SECURITY] 




2.00% Senior
Convertible Notes due 2024 



        Capitalized
terms used herein but not defined shall have the meanings assigned to them in the
Indenture (the “Indenture”) dated November 9, 2004 between the Company and U.S.
Bank National Association (the “Trustee”) unless otherwise indicated. 




1.     Cash
Interest  



        The
Company promises to pay interest at the Interest Rate in cash on the principal amount of
this Security. The Company will pay cash interest semiannually in arrears on November 9
and May 9 of each year (each an “Interest Payment Date”), commencing May 9,
2005, to Holders of record at the close of business on the preceding April 24 and October
24 (whether or not a Business Day) (each a “Regular Record Date”), as the case
may be, immediately preceding such Interest Payment Date. Cash interest on the Securities
will accrue from the most recent date to which interest has been paid or duly provided or,
if no interest has been paid, from the Issue Date. Cash interest will be computed on the
basis of a 360-day year of twelve 30-day months. The Company shall pay cash interest on
overdue principal at the rate borne by the Securities, and it shall pay interest in cash
on overdue installments of cash interest at the same rate to the extent lawful. All such
overdue cash interest shall be payable on demand. Except as otherwise set forth in the
Indenture, upon conversion, accrued and unpaid interest shall be deemed paid in full
rather than cancelled, extinguished or forfeited. 




2.     Method of
Payment  



        Subject
to the terms and conditions of the Indenture, the Company shall make payments in respect
of the principal of, and cash interest on this Security and in respect of the Fundamental
Change Purchase Price and the Make-Whole Premium, if any, to Holders who surrender
Securities to a Paying Agent to collect such payments in respect of the Securities. The
Company will pay cash amounts in money of the United States that at the time of payment is
legal tender for payment of public and private debts. However, the Company may make such
cash payments by check or wire transfer payable in such money. Notwithstanding the
foregoing, so long as this Security is registered in the name of a Depositary or its
nominee, all payments hereon shall be made by wire transfer of immediately available funds
to the account of the Depositary or its nominee. Any payment required to be made on any
day that is not a Business Day will be made on the next succeeding Business Day. 




3.     Paying
Agent, Conversion Agent and Registrar  



        Initially,
the Trustee will act as Paying Agent, Conversion Agent and Registrar. The Company may
appoint and change any Paying Agent, Conversion Agent, Registrar or co-registrar without
notice, other than notice to the Trustee except that the Company will maintain at least
one Paying Agent in the State of New York, City of New York, The Borough of Manhattan,
which shall initially be an office or agency of the Trustee. The Company or any of its
Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent,
Registrar or co-registrar. 



7











4.     Indenture  



        The
Company issued the Securities under the Indenture. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as in effect from time to time (the “TIA”). The
Securities are subject to all such terms, and Holders are referred to the Indenture and
the TIA for a statement of those terms. 



        The
Securities are general unsecured senior obligations of the Company limited to an aggregate
principal amount of up to $100,000,000, or an aggregate principal amount of up to
$125,000,000 if the 30-day Option is exercised fully, upon a Company Order without any
further action by the Company. The aggregate principal amount of the Securities
outstanding at any time may not exceed the amount set forth in the foregoing sentence,
except as provided in Section 2.07 of the Indenture. The Indenture does not limit other
indebtedness of the Company, secured or unsecured. 



        No
sinking fund is provided for the Securities. 




5.     Optional
Redemption  



        Prior
to November 9, 2009, this Security shall not be redeemable. The Company may, at its
option, redeem the Securities on or after November 9, 2009, at a Redemption Price equal to
$1,000 per $1,000 principal amount of the Securities to be redeemed, plus accrued and
unpaid interest to, but excluding, the Redemption Date; provided that if the Redemption
Date falls after a Regular Record Date and on or before an Interest Payment Date, then the
interest will be payable to the Holders in whose names the Securities are registered at
the close of business on such Regular Record Date and the Redemption Price shall not
include such interest payment. Securities or portions of Securities called for redemption
shall be convertible by the Holder until the close of business on the Business Day prior
to the Redemption Date. 




6.     Notice
of Redemption  



        Notice
of redemption, as set forth in Section 3.03 of the Indenture, will be mailed by
first-class mail at least 20 days but not more than 60 days before the Redemption Date to
each Holder of Securities to be redeemed at its registered address. Securities in
denominations larger than $1,000 may be redeemed in part, but only in whole multiples of
$1,000. On and after the Redemption Date, subject to the deposit with the Paying Agent of
funds sufficient to pay the Redemption Price plus accrued interest to, but excluding, the
Redemption Date, interest shall cease to accrue on Securities or portions of them called
for redemption. 



8










     7.    
          Purchase by the Company at the Option of the Holder upon a Fundamental Change 



        If
there shall have occurred a Fundamental Change (subject to certain conditions provided for
in the Indenture), each Holder, at such Holder’s option, shall have the right, in
accordance with the provisions of the Indenture, to require the Company to purchase its
Securities (or any portion of the principal amount hereof that is at least $1,000 or any
whole multiple thereof, provided that the portion of the principal amount of this Security
to be outstanding after such purchase is at least equal to $1,000) at the Fundamental
Change Purchase Price in cash plus any accrued and unpaid interest to but not including
the Fundamental Change Purchase Date. 



        If
there shall have occurred a Fundamental Change pursuant to clause (i) or (ii) of the
definition thereof, the Fundamental Change Purchase Date is on or before November 9,
2009 and a Holder surrenders Securities for purchase, the Company shall pay to such Holder
a Make-Whole Premium in addition to the Fundamental Change Purchase Price. The Make-Whole
Premium will also be paid on the Fundamental Change Purchase Date to the Holders of the
Securities who convert their Securities on or after the date on which the Company has
given a notice to all Holders of Securities in accordance with Section 3.07(b) of the
Indenture and on or before the Fundamental Change Purchase Date. 



        A
written notice of the Fundamental Change will be given to the Holders as provided in the
Indenture. To exercise a purchase right, a Holder must deliver to the Trustee a
Fundamental Change Purchase Notice as provided in the Indenture. 



        Holders
have the right to withdraw any Fundamental Change Purchase Notice by delivering to the
Paying Agent a written notice of withdrawal in accordance with the provisions of the
Indenture. 



     8.    
          Purchase of Securities at Option of Holder on Specified Dates 



        At
the option of the Holder and subject to the terms and conditions of the Indenture, the
Company shall become obligated to purchase for cash all or any part specified by the
Holder (so long as the principal amount of such part is $1,000 or an integral multiple of
$1,000 in excess thereof) of the Securities held by such Holder on the applicable Put
Right Purchase Date at the applicable Put Right Purchase Price. The Holder shall have the
right to withdraw any Put Right Purchase Notice (in whole or in a portion thereof that is
$1,000 or an integral multiple of $1,000 in excess thereof) at any time prior to the close
of business on the Put Right Purchase Date by delivering a written notice of withdrawal to
the Paying Agent in accordance with the terms of the Indenture. 




9.     Conversion  



        Subject
to the Article 10 of the Indenture, a Holder of a Security may convert such Security (or
any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof)
into Ordinary Shares at any time prior to the close of business on the last Business Day
prior to the earlier of (i) the close of business on the Business Day prior to the
Redemption Date, and (ii) November 9, 2024, at the Conversion Rate then in effect. Subject
to certain conditions provided for in the Indenture, in certain circumstances, a Holder
may receive an amount in cash, Ordinary Shares or the same form of consideration used to
pay for its Ordinary Shares in connection with the transaction constituting the
Fundamental Change equal to the Make-Whole Premium, in addition to the Ordinary Shares
issuable on conversion of such Security. 



9










        The
initial “Conversion Rate” is 53.4474 Ordinary Shares per $1,000 principal amount
of the Securities and is subject to adjustment as provided in the Indenture. A Security in
respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising
the option of such Holder to require the Company to purchase such Security may be
converted only if such Fundamental Change Purchase Notice is withdrawn in accordance with
the terms of the Indenture. The Company shall pay a cash adjustment as provided in the
Indenture in lieu of any fractional Ordinary Share. 



        To
convert a Certificated Security, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such notice) and
deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion
Agent, (3) furnish appropriate endorsements and transfer documents if required by the
Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if
required. To convert a Global Security, a Holder must comply with the procedures of the
Depositary in effect at such time. 




10.     Additional
Amounts  



        All
payments made by the Company under or with respect to the Securities will be made free and
clear of and without withholding or deduction for or on account of any present or future
Taxes imposed, levied, collected or assessed by or on behalf of any taxing authority
within Israel or within any Other Jurisdiction, unless the Company is required to withhold
or deduct Taxes by law or by the interpretation or administration thereof. Subject to and
in accordance with the provisions of the Indenture, if the Company is required to withhold
or deduct or if it is otherwise required to pay any amount for or on account of Taxes
imposed by a taxing authority within Israel or within any Other Jurisdiction, from or in
respect of any payment made under or with respect to the Securities, the Company will pay
such Additional Amounts as may be necessary so that the net amount received by each Holder
and beneficial owner of Securities (including Additional Amounts) after such withholding
or deduction or other payment of Taxes will not be less than the amount such Holder or
beneficial owner would have received if such Taxes had not been withheld or deducted or
paid. 




11.     Denominations;
Transfer; Exchange  



        The
Securities are in fully registered form, without coupons, in denominations of $1,000 of
principal amount and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to pay any
taxes and fees required by law or permitted by the Indenture. The Registrar need not
transfer or exchange any Securities in respect of which a Fundamental Change Purchase
Notice has been given and not withdrawn (except, in the case of a Security to be purchased
in part, the portion of the Security not to be purchased). 




12.     Persons
Deemed Owners  



        The
registered Holder of this Security shall be treated as the owner of this Security for all
purposes. 



10











13.     Unclaimed
Money or Securities  



        The
Trustee and the Paying Agent shall return to the Company upon written request any money,
Securities or Ordinary Shares held by them for the payment of any amount with respect to
the Securities that remains unclaimed for two years, subject to applicable unclaimed
property law. After such return to the Company, Holders entitled to the money or
Securities must look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person. 




14.     Amendment;
Waiver  



        Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may
be amended with the written consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time outstanding and (ii) certain
Defaults may be waived with the written consent of the Holders of not less than a majority
in aggregate principal amount of the Securities at the time outstanding. Subject to
certain exceptions set forth in the Indenture, without the consent of any Holder, the
Company and the Trustee may amend the Indenture or the Securities to, among other things
specified in the Indenture, cure any ambiguity, omission or inconsistency or correct or
supplement any defective provision contained in the Indenture, or to comply with Article 5
of the Indenture, to provide for uncertificated Securities in addition to certificated
Securities, to comply with any requirement of the SEC in connection with the qualification
of the Indenture under the TIA, provided, in any case, that any such amendment would not
adversely affect the interests of the Holders in any material respect. 




15.     Defaults
and Remedies  



        Under
the Indenture, Events of Default include (1) the Company fails to pay when due the
principal of any of the Securities at Stated Maturity or upon exercise of a purchase
right, upon redemption or otherwise; (2) the Company fails to pay an installment of
interest (or Additional Interest Amounts, if any) on any of the Securities that continues
for 30 days after the date when due; (3) the Company fails to deliver Ordinary Shares,
together with cash in lieu of fractional shares, or cash, or any combination thereof, when
the same is required to be delivered upon conversion of a Security and such failure
continues for 10 days after written notice of default is given to the Company by the
Trustee or to the Company and the Trustee by the Holder of such Security; (4) the Company
fails to perform or observe any other term, covenant or agreement contained in the
Securities or the Indenture for a period of 30 days after receipt by the Company of a
Notice of Default (as defined in Section 6.01 of the Indenture); (5) the Company fails to
provide timely notice of a Fundamental Change for a period of 10 days after receipt by the
Company of a Notice of Default; (6) the Company fails to make any payment by the end of
the applicable grace period, if any, after the maturity of any indebtedness for borrowed
money in an amount in excess of $10 million, or there is an acceleration of indebtedness
for borrowed money in an amount in excess of $10 million because of a default with respect
to such indebtedness without such indebtedness having been discharged or such acceleration
having been cured, waived, rescinded or annulled, in either case, for a period of 30 days
after the date of a Notice of Default; and (7) certain events of bankruptcy, insolvency or
reorganization with respect to the Company or any Significant Subsidiary. If an Event of
Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 of
the Indenture) occurs and is continuing, the Trustee, or the Holders of at least 25% in
aggregate principal amount of the Securities at the time outstanding, may declare all the
Securities to be due and payable immediately. Certain events of bankruptcy, insolvency or
reorganization are Events of Default which will result in the Securities becoming due and
payable immediately upon the occurrence of such Events of Default. 



11










        Holders
may not enforce the Indenture or the Securities, except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture or the Securities unless it receives
reasonable indemnity or security. Subject to certain limitations, Holders of a majority in
aggregate principal amount of the Securities at the time outstanding may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from Holders
notice of any continuing Default (except a Default in payment of amounts specified in
clause (1) or (2) above) if it determines in good faith that withholding notice is in
their best interests as provided in the Indenture. 




16.     Trustee
Dealings with the Company  



        Subject
to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Securities and may
otherwise deal with and collect obligations owed to it by the Company or its Affiliates
and may otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. 




17.     No
Recourse Against Others  



        A
director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Holder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Securities. 




18.     Authentication
 



        This
Security shall not be valid until an authorized signatory of the Trustee manually signs
the Trustee’s Certificate of Authentication on the other side of this Security. 




19.     Abbreviations
 



        Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A
=Uniform Gift to Minors Act). 




20.     INDENTURE
TO CONTROL; GOVERNING LAW  



        IN
THE CASE OF ANY CONFLICT BETWEEN THE PROVISION OF THIS SECURITY AND THE INDENTURE, THE
PROVISIONS OF THE INDENTURE SHALL CONTROL. THE INDENTURE AND THIS SECURITY WILL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF . 



12










        The
Company will furnish to any Holder upon written request and without charge a copy of the
Indenture which has in it the text of this Security. 




	 	
Requests
may be made to: 


AudioCodes Ltd. 

1 Hayarden Street 

Airport City 

Lod, 70151 

Israel 

Attention: Itamar Rosen, Adv. 






13











ASSIGNMENT FORM 



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



        In
connection with the transfer of this Security within the period prior to the expiration of
the holding period applicable to the sales thereof under Rule 144(k) under the Securities
Act of 1933, as amended (the “Securities Act”) (or any successor provision), the
undersigned registered owner of this Security hereby certifies with respect to
$____________ principal amount of this Security presented or surrendered on the date
hereof (the “Surrendered Security”) for registration of transfer, or for
exchange where the Securities issuable upon such transfer or exchange are to be registered
in a name other than that of the undersigned registered owner (each such transaction being
a “transfer”), that such transfer complies with the restrictive legend set forth
on the face of the Surrendered Security for the reason checked below: 



                      o
          A
transfer of the Surrendered Security is made to the Company; or 



                      o
          The
 transfer  of the  Surrendered  Security  complies  with  Rule  144A  under the U.S.
Securities Act of 1933, as amended (the "Securities Act"); or 



                      o
          The
 transfer of the  Surrendered  Security is  pursuant  to an  effective  registration
statement under the Securities Act, or 



                      o
          The
 transfer of the  Surrendered  Security is pursuant to another  available  exemption from
the registration requirement of the Securities Act, 



        and
unless the box below is checked, the undersigned confirms that, to the undersigned’s
knowledge, the Surrendered Security is not being transferred to an “affiliate”
of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”). 



                      o
          The
transferee is an Affiliate of the Company. 







			
Dated: 
——————————————





——————————————

Signature(s)






     Signature(s)
          must be guaranteed by a qualified guarantor institution with membership in an
          approved signature guarantee program pursuant to Rule 17Ad-15 under the
          Securities Exchange Act of 1934, as amended. 





			




——————————————

Signature Guaranty






14











CONVERSION NOTICE 



To convert this Security into
Ordinary Shares of the Company, check the box: 



To convert only part of this
Security, state the principal amount to be converted (which must be $1,000 or an integral
multiple of $1,000): 


$_________________________________



If you want the stock certificate
made out in another person’s name, fill in the form below: 













	

	
(Insert other person's social sec. or tax ID no.) 






































	

	
(Print or type other person's name, address and zip code) 









o
        If you
want the stock  certificate  made out in another  person's  name,  you are required to
complete and deliver to the Conversion  Agent a duly completed  Transfer  Certificate
 (which is in the form of Exhibit C to the Indenture) as required thereby. 



15











OPTION TO ELECT PURCHASE UPON A FUNDAMENTAL CHANGE


To:  AudioCodes Ltd.



o
        The
undersigned  registered  owner of this Security hereby  irrevocably  acknowledges
 receipt of a notice from the Company as to the  occurrence  of a  Fundamental  Change
with  respect to the  Company  and  requests  and instructs the Company to redeem the
entire  principal  amount of this  Security,  or the portion  thereof (which is $1,000 or
an integral multiple thereof) below  designated,  in accordance with the terms of the
Indenture  referred to in this Security at the Fundamental  Change  Purchase  Price,
 including  accrued  interest,  if any, up to, but excluding, such date, to the
registered Holder hereof. 






			
Dated:
——————————————





——————————————

Signature(s)






     Signature(s)
          must be guaranteed by a qualified guarantor institution with membership in an
          approved signature guarantee program pursuant to Rule 17Ad-15 under the
          Securities Exchange Act of 1934, as amended. 





			




——————————————

Signature Guaranty






Principal amount to be redeemed (in
an integral multiple of $1,000, if less than all): 







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. 



16











OPTION TO ELECT
PURCHASE ON SPECIFIED DATES 




To:     AudioCodes Ltd. 



        The
undersigned hereby requests and instructs AudioCodes Ltd. to purchase the entire principal
amount of this Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, on November 9, 20__ in accordance with the terms of the
Indenture referred to in this Security at the Put Right Purchase Price to the registered
Holder hereof. 






			
Dated:
——————————————





——————————————

Signature(s)






     Signature(s)
          must be guaranteed by a qualified guarantor institution with membership in an
          approved signature guarantee program pursuant to Rule 17Ad-15 under the
          Securities Exchange Act of 1934, as amended. 






			




——————————————

Signature Guaranty






Principal amount to be redeemed (in
an integral multiple of $1,000, if less than all): 







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. 



17











EXHIBIT B  




[FORM OF CERTIFICATED
NOTE] 



        THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR
THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED (A) PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”)
WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR THE ISSUE DATE OF
OPTION SECURITIES, IF ANY) AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY), OTHER THAN
(1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A,
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (3) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES. PRIOR TO A TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE (3) ABOVE, THE
HOLDER OF THIS SECURITY MUST FURNISH TO THE COMPANY AND THE TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AND LEGAL OPINIONS AS THEY MAY REASONABLY REQUIRE. 



18











AUDIOCODES LTD. 




2.00% Senior
Convertible Notes due 2024 




CUSIP NO. 050732 AA 4 




No.: 




Issue Date: November 9,
2004 



        AUDIOCODES
LTD., an Israeli  company,  promises to pay to Cede & Co. or registered  assigns,  the
principal sum of One Hundred Million Dollars ($100,000,000) on or before November 9, 2024. 





        This
Security shall bear interest as specified on the other side of this Security. This
Security is convertible as specified on the other side of this Security. 



        Additional
provisions of this Security are set forth on the other side of this Security. 



19










        IN
WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
one of its duly authorized officers. 






			AUDIOCODES LTD.



BY: 
——————————————

Name:
Title:






20











TRUSTEE’S
CERTIFICATE OF 




AUTHENTICATION 



             U.S.
          BANK NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the
          Securities referred to in the within-mentioned Indenture (as defined on the
          other side of this Security). 




			



BY: 
——————————————

Authorized Signatory



















EXHIBIT B  




[FORM OF REVERSE SIDE
OF SECURITY] 




2.00% Senior
Convertible Notes due 2024 



        Capitalized
terms used herein but not defined shall have the meanings assigned to them in the
Indenture (the “Indenture”) dated November 9, 2004 between the Company and U.S.
Bank National Association (the “Trustee”) unless otherwise indicated. 




1.     Cash
Interest  



        The
Company promises to pay interest at the Interest Rate in cash on the principal amount of
this Security. The Company will pay cash interest semiannually in arrears on November 9
and May 9 of each year (each an “Interest Payment Date”), commencing May 9,
2005, to Holders of record at the close of business on the preceding April 24 and October
24 (whether or not a Business Day) (each a “Regular Record Date”), as the case
may be, immediately preceding such Interest Payment Date. Cash interest on the Securities
will accrue from the most recent date to which interest has been paid or duly provided or,
if no interest has been paid, from the Issue Date. Cash interest will be computed on the
basis of a 360-day year of twelve 30-day months. The Company shall pay cash interest on
overdue principal at the rate borne by the Securities, and it shall pay interest in cash
on overdue installments of cash interest at the same rate to the extent lawful. All such
overdue cash interest shall be payable on demand. Except as otherwise set forth in the
Indenture, upon conversion, accrued and unpaid interest shall be deemed paid in full
rather than cancelled, extinguished or forfeited. 




2.     Method of
Payment  



        Subject
to the terms and conditions of the Indenture, the Company shall make payments in respect
of the principal of, and cash interest on this Security and in respect of the Fundamental
Change Purchase Price and the Make-Whole Premium, if any, to Holders who surrender
Securities to a Paying Agent to collect such payments in respect of the Securities. The
Company will pay cash amounts in money of the United States that at the time of payment is
legal tender for payment of public and private debts. However, the Company may make such
cash payments by check or wire transfer payable in such money. Notwithstanding the
foregoing, so long as this Security is registered in the name of a Depositary or its
nominee, all payments hereon shall be made by wire transfer of immediately available funds
to the account of the Depositary or its nominee. Any payment required to be made on any
day that is not a Business Day will be made on the next succeeding Business Day. 




3.     Paying
Agent, Conversion Agent and Registrar  



        Initially,
the Trustee will act as Paying Agent, Conversion Agent and Registrar. The Company may
appoint and change any Paying Agent, Conversion Agent, Registrar or co-registrar without
notice, other than notice to the Trustee except that the Company will maintain at least
one Paying Agent in the State of New York, City of New York, The Borough of Manhattan,
which shall initially be an office or agency of the Trustee. The Company or any of its
Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent,
Registrar or co-registrar. 















4.     Indenture  



        The
Company issued the Securities under the Indenture. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as in effect from time to time (the “TIA”). The
Securities are subject to all such terms, and Holders are referred to the Indenture and
the TIA for a statement of those terms. 



        The
Securities are general unsecured senior obligations of the Company limited to an aggregate
principal amount of up to $100,000,000, or an aggregate principal amount of up to
$125,000,000 if the 30-day Option is exercised fully, upon a Company Order without any
further action by the Company. The aggregate principal amount of the Securities
outstanding at any time may not exceed the amount set forth in the foregoing sentence,
except as provided in Section 2.07 of the Indenture. The Indenture does not limit other
indebtedness of the Company, secured or unsecured. 



        No
sinking fund is provided for the Securities. 




5.     Optional
Redemption  



        Prior
to November 9, 2009, this Security shall not be redeemable. The Company may, at its
option, redeem the Securities on or after November 9, 2009, at a Redemption Price equal to
$1,000 per $1,000 principal amount of the Securities to be redeemed, plus accrued and
unpaid interest to, but excluding, the Redemption Date; provided that if the Redemption
Date falls after a Regular Record Date and on or before an Interest Payment Date, then the
interest will be payable to the Holders in whose names the Securities are registered at
the close of business on such Regular Record Date and the Redemption Price shall not
include such interest payment. Securities or portions of Securities called for redemption
shall be convertible by the Holder until the close of business on the Business Day prior
to the Redemption Date. 




6.     Notice of
Redemption  



        Notice
of redemption, as set forth in Section 3.03 of the Indenture, will be mailed by
first-class mail at least 20 days but not more than 60 days before the Redemption Date to
each Holder of Securities to be redeemed at its registered address. Securities in
denominations larger than $1,000 may be redeemed in part, but only in whole multiples of
$1,000. On and after the Redemption Date, subject to the deposit with the Paying Agent of
funds sufficient to pay the Redemption Price plus accrued interest to, but excluding, the
Redemption Date, interest shall cease to accrue on Securities or portions of them called
for redemption. 



     7.    
          Purchase by the Company at the Option of the Holder upon a Fundamental Change 



        If
there shall have occurred a Fundamental Change (subject to certain conditions provided for
in the Indenture), each Holder, at such Holder’s option, shall have the right, in
accordance with the provisions of the Indenture, to require the Company to purchase its
Securities (or any portion of the principal amount hereof that is at least $1,000 or any
whole multiple thereof, provided that the portion of the principal amount of this Security
to be outstanding after such purchase is at least equal to $1,000) at the Fundamental
Change Purchase Price in cash plus any accrued and unpaid interest to but not including
the Fundamental Change Purchase Date. 



2










        If
there shall have occurred a Fundamental Change pursuant to clause (i) or (ii) of the
definition thereof, the Fundamental Change Purchase Date is on or before November 9,
2009 and a Holder surrenders Securities for purchase, the Company shall pay to such Holder
a Make-Whole Premium in addition to the Fundamental Change Purchase Price. The Make-Whole
Premium will also be paid on the Fundamental Change Purchase Date to the Holders of the
Securities who convert their Securities on or after the date on which the Company has
given a notice to all Holders of Securities in accordance with Section 3.07(b) of the
Indenture and on or before the Fundamental Change Purchase Date. 



        A
written notice of the Fundamental Change will be given to the Holders as provided in the
Indenture. To exercise a purchase right, a Holder must deliver to the Trustee a
Fundamental Change Purchase Notice as provided in the Indenture. 



        Holders
have the right to withdraw any Fundamental Change Purchase Notice by delivering to the
Paying Agent a written notice of withdrawal in accordance with the provisions of the
Indenture. 



     8.    
          Purchase of Securities at Option of Holder on Specified Dates 



        At
the option of the Holder and subject to the terms and conditions of the Indenture, the
Company shall become obligated to purchase for cash all or any part specified by the
Holder (so long as the principal amount of such part is $1,000 or an integral multiple of
$1,000 in excess thereof) of the Securities held by such Holder on the applicable Put
Right Purchase Date at the applicable Put Right Purchase Price. The Holder shall have the
right to withdraw any Put Right Purchase Notice (in whole or in a portion thereof that is
$1,000 or an integral multiple of $1,000 in excess thereof) at any time prior to the close
of business on the Put Right Purchase Date by delivering a written notice of withdrawal to
the Paying Agent in accordance with the terms of the Indenture. 




9.     Conversion  



        Subject
to the Article 10 of the Indenture, a Holder of a Security may convert such Security (or
any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof)
into Ordinary Shares at any time prior to the close of business on the last Business Day
prior to the earlier of (i) the close of business on the Business Day prior to the
Redemption Date, and (ii) November 9, 2024, at the Conversion Rate then in effect. Subject
to certain conditions provided for in the Indenture, in certain circumstances, a Holder
may receive an amount in cash, Ordinary Shares or the same form of consideration used to
pay for its Ordinary Shares in connection with the transaction constituting the
Fundamental Change equal to the Make-Whole Premium, in addition to the Ordinary Shares
issuable on conversion of such Security. 



3










        The
initial “Conversion Rate” is 53.4474 Ordinary Shares per $1,000 principal amount
of the Securities and is subject to adjustment as provided in the Indenture. A Security in
respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising
the option of such Holder to require the Company to purchase such Security may be
converted only if such Fundamental Change Purchase Notice is withdrawn in accordance with
the terms of the Indenture. The Company shall pay a cash adjustment as provided in the
Indenture in lieu of any fractional Ordinary Share. 



        To
convert a Certificated Security, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such notice) and
deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion
Agent, (3) furnish appropriate endorsements and transfer documents if required by the
Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if
required. To convert a Global Security, a Holder must comply with the procedures of the
Depositary in effect at such time. 




10.     Additional
Amounts  



        All
payments made by the Company under or with respect to the Securities will be made free and
clear of and without withholding or deduction for or on account of any present or future
Taxes imposed, levied, collected or assessed by or on behalf of any taxing authority
within Israel or within any Other Jurisdiction, unless the Company is required to withhold
or deduct Taxes by law or by the interpretation or administration thereof. Subject to and
in accordance with the provisions of the Indenture, if the Company is required to withhold
or deduct or if it is otherwise required to pay any amount for or on account of Taxes
imposed by a taxing authority within Israel or within any Other Jurisdiction, from or in
respect of any payment made under or with respect to the Securities, the Company will pay
such Additional Amounts as may be necessary so that the net amount received by each Holder
and beneficial owner of Securities (including Additional Amounts) after such withholding
or deduction or other payment of Taxes will not be less than the amount such Holder or
beneficial owner would have received if such Taxes had not been withheld or deducted or
paid. 




11.     Denominations;
Transfer; Exchange  



        The
Securities are in fully registered form, without coupons, in denominations of $1,000 of
principal amount and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to pay any
taxes and fees required by law or permitted by the Indenture. The Registrar need not
transfer or exchange any Securities in respect of which a Fundamental Change Purchase
Notice has been given and not withdrawn (except, in the case of a Security to be purchased
in part, the portion of the Security not to be purchased). 




12.     Persons
Deemed Owners  



        The
registered Holder of this Security shall be treated as the owner of this Security for all
purposes. 



4











13.     Unclaimed
Money or Securities  



        The
Trustee and the Paying Agent shall return to the Company upon written request any money,
Securities or Ordinary Shares held by them for the payment of any amount with respect to
the Securities that remains unclaimed for two years, subject to applicable unclaimed
property law. After such return to the Company, Holders entitled to the money or
Securities must look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person. 




14.     Amendment;
Waiver  



        Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may
be amended with the written consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time outstanding and (ii) certain
Defaults may be waived with the written consent of the Holders of not less than a majority
in aggregate principal amount of the Securities at the time outstanding. Subject to
certain exceptions set forth in the Indenture, without the consent of any Holder, the
Company and the Trustee may amend the Indenture or the Securities to, among other things
specified in the Indenture, cure any ambiguity, omission or inconsistency or correct or
supplement any defective provision contained in the Indenture, or to comply with Article 5
of the Indenture, to provide for uncertificated Securities in addition to certificated
Securities, to comply with any requirement of the SEC in connection with the qualification
of the Indenture under the TIA, provided, in any case, that any such amendment would not
adversely affect the interests of the Holders in any material respect. 




15.     Defaults
and Remedies  



        Under
the Indenture, Events of Default include (1) the Company fails to pay when due the
principal of any of the Securities at Stated Maturity or upon exercise of a purchase
right, upon redemption or otherwise; (2) the Company fails to pay an installment of
interest (or Additional Interest Amounts, if any) on any of the Securities that continues
for 30 days after the date when due; (3) the Company fails to deliver Ordinary Shares,
together with cash in lieu of fractional shares, or cash, or any combination thereof, when
the same is required to be delivered upon conversion of a Security and such failure
continues for 10 days after written notice of default is given to the Company by the
Trustee or to the Company and the Trustee by the Holder of such Security; (4) the Company
fails to perform or observe any other term, covenant or agreement contained in the
Securities or the Indenture for a period of 30 days after receipt by the Company of a
Notice of Default (as defined in Section 6.01 of the Indenture); (5) the Company fails to
provide timely notice of a Fundamental Change for a period of 10 days after receipt by the
Company of a Notice of Default; (6) the Company fails to make any payment by the end of
the applicable grace period, if any, after the maturity of any indebtedness for borrowed
money in an amount in excess of $10 million, or there is an acceleration of indebtedness
for borrowed money in an amount in excess of $10 million because of a default with respect
to such indebtedness without such indebtedness having been discharged or such acceleration
having been cured, waived, rescinded or annulled, in either case, for a period of 30 days
after the date of a Notice of Default; and (7) certain events of bankruptcy, insolvency or
reorganization with respect to the Company or any Significant Subsidiary. If an Event of
Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 of
the Indenture) occurs and is continuing, the Trustee, or the Holders of at least 25% in
aggregate principal amount of the Securities at the time outstanding, may declare all the
Securities to be due and payable immediately. Certain events of bankruptcy, insolvency or
reorganization are Events of Default which will result in the Securities becoming due and
payable immediately upon the occurrence of such Events of Default. 



5










        Holders
may not enforce the Indenture or the Securities, except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture or the Securities unless it receives
reasonable indemnity or security. Subject to certain limitations, Holders of a majority in
aggregate principal amount of the Securities at the time outstanding may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from Holders
notice of any continuing Default (except a Default in payment of amounts specified in
clause (1) or (2) above) if it determines in good faith that withholding notice is in
their best interests as provided in the Indenture. 




16.     Trustee
Dealings with the Company  



        Subject
to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Securities and may
otherwise deal with and collect obligations owed to it by the Company or its Affiliates
and may otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. 




17.     No
Recourse Against Others  



        A
director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Holder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Securities. 




18.     Authentication
 



        This
Security shall not be valid until an authorized signatory of the Trustee manually signs
the Trustee’s Certificate of Authentication on the other side of this Security. 




19.     Abbreviations
 



        Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A
=Uniform Gift to Minors Act). 




20.     INDENTURE
TO CONTROL; GOVERNING LAW  



        IN
THE CASE OF ANY CONFLICT BETWEEN THE PROVISION OF THIS SECURITY AND THE INDENTURE, THE
PROVISIONS OF THE INDENTURE SHALL CONTROL. THE INDENTURE AND THIS SECURITY WILL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF . 



6










        The
Company will furnish to any Holder upon written request and without charge a copy of the
Indenture which has in it the text of this Security. 




	 	Requests
may be made to: 

AudioCodes Ltd. 

1 Hayarden Street 

Airport City 

Lod, 70151 

Israel 

Attention: Itamar Rosen, Adv. 






7











ASSIGNMENT FORM 



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



        In
connection with the transfer of this Security within the period prior to the expiration of
the holding period applicable to the sales thereof under Rule 144(k) under the Securities
Act of 1933, as amended (the “Securities Act”) (or any successor provision), the
undersigned registered owner of this Security hereby certifies with respect to
$____________ principal amount of this Security presented or surrendered on the date
hereof (the “Surrendered Security”) for registration of transfer, or for
exchange where the Securities issuable upon such transfer or exchange are to be registered
in a name other than that of the undersigned registered owner (each such transaction being
a “transfer”), that such transfer complies with the restrictive legend set forth
on the face of the Surrendered Security for the reason checked below: 



                      o
           A
transfer of the Surrendered Security is made to the Company; or 



                      o
           The
 transfer  of the  Surrendered  Security  complies  with  Rule  144A  under the U.S.
Securities Act of 1933, as amended (the "Securities Act"); or 



                      o
           The
 transfer of the  Surrendered  Security is  pursuant  to an  effective  registration
statement under the Securities Act, or 



                      o
           The
 transfer of the  Surrendered  Security is pursuant to another  available  exemption from
the registration requirement of the Securities Act, 



        and
unless the box below is checked, the undersigned confirms that, to the undersigned’s
knowledge, the Surrendered Security is not being transferred to an “affiliate”
of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”). 



                      o
           The
transferee is an Affiliate of the Company. 






			
Dated:
——————————————





——————————————

Signature(s)






     Signature(s)
          must be guaranteed by a qualified guarantor institution with membership in an
          approved signature guarantee program pursuant to Rule 17Ad-15 under the
          Securities Exchange Act of 1934, as amended. 





			




——————————————

Signature Guaranty






8











CONVERSION NOTICE 



To convert this Security into
Ordinary Shares of the Company, check the box: 



To convert only part of this
Security, state the principal amount to be converted (which must be $1,000 or an integral
multiple of $1,000): 


$_________________________________



If you want the stock certificate
made out in another person’s name, fill in the form below: 









	

	
(Insert other person’s social sec. or tax ID no.)  





































	

	
(Print or type other person’s name, address and zip code)  






o
         If you
want the stock certificate made out in another person’s name, you are required to
complete and deliver to the Conversion Agent a duly completed Transfer Certificate (which
is in the form of Exhibit C to the Indenture) as required thereby.  



9











OPTION TO ELECT
PURCHASE UPON A FUNDAMENTAL CHANGE 




To: AudioCodes Ltd. 



o
         The
undersigned registered owner of this Security hereby irrevocably acknowledges receipt of
a notice from the Company as to the occurrence of a Fundamental Change with respect to
the Company and requests and instructs the Company to redeem the entire principal amount
of this Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture referred to in
this Security at the Fundamental Change Purchase Price, including accrued interest, if
any, up to, but excluding, such date, to the registered Holder hereof.  






			Dated:
——————————————





——————————————

Signature(s)






     Signature(s)
          must be guaranteed by a qualified guarantor institution with membership in an
          approved signature guarantee program pursuant to Rule 17Ad-15 under the
          Securities Exchange Act of 1934, as amended. 





			




——————————————

Signature Guaranty






Principal amount to be redeemed (in
an integral multiple of $1,000, if less than all): 







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. 



10











OPTION TO ELECT
PURCHASE ON SPECIFIED DATES 




To:     AudioCodes
Ltd.  



        The
undersigned hereby requests and instructs AudioCodes Ltd. to purchase the entire principal
amount of this Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, on November 9, 20__ in accordance with the terms of the
Indenture referred to in this Security at the Put Right Purchase Price to the registered
Holder hereof. 






			Dated:
——————————————





——————————————

Signature(s)






     Signature(s)
          must be guaranteed by a qualified guarantor institution with membership in an
          approved signature guarantee program pursuant to Rule 17Ad-15 under the
          Securities Exchange Act of 1934, as amended. 





			




——————————————

Signature Guaranty






Principal amount to be redeemed (in
an integral multiple of $1,000, if less than all): 







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. 



11











EXHIBIT C  




TRANSFER CERTIFICATE 



        In
connection with the transfer of this Security within the period prior to the expiration of
the holding period applicable to the sales thereof under Rule 144(k) under the Securities
Act of 1933, as amended (the “Securities Act”) (or any successor provision), the
undersigned registered owner of this Security hereby certifies with respect to
$____________ principal amount of this Security presented or surrendered on the date
hereof (the “Surrendered Security”) for registration of transfer, or for
exchange where the Securities issuable upon such transfer or exchange are to be registered
in a name other than that of the undersigned registered owner (each such transaction being
a “transfer”), that such transfer complies with the restrictive legend set forth
on the face of the Surrendered Security for the reason checked below: 



                      o
            A
transfer of the Surrendered Security is made to the Company; or 



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



                      o
            The
transfer of the Surrendered Security is pursuant to an effective registration statement
under the Securities Act; or 



    o
            The
transfer of the Surrendered Security is pursuant to another available exemption from the
registration requirements of the Securities Act,  



and unless the box below is checked,
the undersigned confirms that, to the undersigned’s knowledge, the Surrendered
Security is not being transferred to an “affiliate” of the Company as defined in
Rule 144 under the Securities Act (an “Affiliate”). 



                      o
            
     The transferee is an Affiliate of the Company. 







			Dated:
——————————————





——————————————

Signature(s) 






     Signature(s)
          must be guaranteed by a qualified guarantor institution with membership in an
          approved signature guarantee program pursuant to Rule 17Ad-15 under the
          Securities Exchange Act of 1934, as amended. 









			




——————————————

Signature Guaranty