Page 9 of 10 Pages
EXHIBIT I
AGREEMENT
Made on this 19th day of December, 2000 by and between Amdocs International
Limited ("AIL"), a company incorporated in Guernsey, and SBC International,
Inc., a Delaware corporation ("SBC").
WHEREAS AIL owns 10,000,000 Ordinary Shares (the "Traces Shares") of
Amdocs Limited (the "Company") which Traces Shares are subject
to a pledge in favor of Chase Manhattan Bank (the "Pledge") to
secure AIL's obligation to sell such Traces Shares to the Amdocs
Automatic Common Exchange Security Trust (the "Trust") on June 11,
2002 in accordance with the terms of a Purchase Agreement between
AIL and the Trust; and,
WHEREAS AIL desires to grant SBC an irrevocable proxy with respect to the
Traces Shares, and SBC desires to accept such proxy, all in
accordance with Exhibit "A" attached to this Agreement
("Irrevocable Proxy")
NOW, THEREFORE, the parties have agreed as follows:
1. For value received, AIL hereby grants SBC a proxy with regard to the Traces
Shares as set forth in the Irrevocable Proxy. The Irrevocable Proxy will
expire upon the earlier of June 11, 2002 or such time in which AIL notifies
SBC that AIL was notified that an event of default has occurred under the
Pledge.
2. This agreement shall be governed by and construed in accordance with the
laws of the Island of Guernsey without regard to its conflict of laws
provisions.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed in their
respective names on the date(s) set forth below.
Amdocs International Limited SBC International, Inc.
By: /s/ Zvi Meitar By: /s/ Xxxx X. Xxxxxx
Name: Zvi Meitar Name: Xxxx X. Xxxxxx
Title: ________________ Title: Vice President and General
By: /s/ Xxxxxx Xxxxx Counsel and Assistant Secretary
Name: Xxxxxx Xxxxx Date: December 19, 2000
Title: _______________
Date: _______________
Page 10 of 10 Pages
IRREVOCABLE PROXY
Exhibit "A"
The undersigned, Amdocs International Limited ("AIL"), a company incorporated in
Guernsey, hereby irrevocably appoints SBC International, Inc. (the "Proxy"),
subject to the terms hereinafter, as its proxy to represent AIL and to vote in
its name at any and all general meetings of Amdocs Limited (the "Company"),
including general meetings convened for the purposes of adopting extraordinary
resolutions, and to sign on its behalf on any written resolution of the
shareholders of the Company. The authorization and appointment of Proxy relates
to 10,000,000 Ordinary Shares of the Company evidenced by share certificate
number AL 0379 (the "Shares") currently held and beneficially owned by AIL which
Shares are subject to a pledge in favor of Chase Manhattan Bank (the "Pledge")
to secure AIL's obligation to sell such Traces Shares to the Amdocs Automatic
Common Exchange Security Trust (the "Trust") on June 11, 2002 in accordance with
the terms of a Purchase Agreement with the Trust. In the event of a subdivision
of the Company's capital and/or any share dividend, bonus shares,
reclassification of shares, etc., this proxy shall apply to an adjusted number
of Shares respectively. Following this irrevocable proxy granted to Proxy
regarding the Shares, AIL will not be able to exercise any voting rights
regarding the Shares, even if the Proxy chooses not to exercise the powers
granted to him regarding the Shares (in whole or in part) under this proxy. This
proxy will expire upon the earlier of June 11, 2002 or such time in which AIL
notifies the Proxy that AIL was notified that an event of default has occurred
under the Pledge.
The Proxy, at his sole discretion may attend, or choose not to attend, any
meeting of the shareholders of the Company and may exercise at his sole
discretion, or choose not to exercise, the voting rights vested in the Shares.
AMDOCS INTERNATIONAL LIMITED
Name: Svi Meitar
Date: December 19, 2000
Signature: /s/ Svi Meitar
Name: Xxxxxx Xxxxx
Date: December 19, 2000
Signature: /s/ Xxxxxx Xxxxx
