Exhibit 4.9  Execution Copy  SPIRENT plc   
  SECOND AMENDMENT AND CONSENT AGREEMENT  
   DATED AUGUST 13, 2004   US$10,000,000
AMENDED AND RESTATED SERIES A SENIOR NOTES DUE NOVEMBER 23, 2006  US$63,406,000
AMENDED AND RESTATED SERIES B SENIOR NOTES DUE NOVEMBER 23, 2009  US$115,000,000
AMENDED AND RESTATED SERIES C SENIOR NOTES DUE NOVEMBER 23, 2009  US$29,594,000
AMENDED AND RESTATED SERIES D SENIOR NOTES DUE NOVEMBER 23, 2009   BINGHAM MCCUTCHEN LLP
LONDON


SPIRENT plc  
  SECOND
AMENDMENT AND CONSENT AGREEMENT  
   US$10,000,000
AMENDED AND RESTATED SERIES A SENIOR NOTES DUE NOVEMBER 23, 2006  US$63,406,000
AMENDED AND RESTATED SERIES B SENIOR NOTES DUE NOVEMBER 23, 2009  US$115,000,000
AMENDED AND RESTATED SERIES C SENIOR NOTES DUE NOVEMBER 23, 2009  US$29,594,000
AMENDED AND RESTATED SERIES D SENIOR NOTES DUE NOVEMBER 23, 2009   Dated August 13, 2004  To each of the Current Noteholders
Named in Annex 1 hereto:  Ladies and Gentlemen:  SPIRENT plc, a limited company organized and existing under
the laws of England and Wales with registered number 470893 (together with its
successors and assigns, the Company),
hereby agrees with you as follows:  1.PRIOR ISSUANCE OF NOTES,
ETC.  Pursuant to the separate Note
Purchase Agreements, dated November 23, 1999, among the Company (formerly
known as Bowthorpe plc) and, respectively, the purchasers named in
Schedule A thereto (as amended and restated pursuant to the Amended and
Restated Note Purchase Agreement dated March 11, 2003 and as further
amended pursuant to the Amendment and Consent Agreement dated December 31,
2003, and as in effect immediately prior to giving effect to the Amendments
(defined below) provided for by this Agreement, collectively, the Existing Note Purchase Agreement,
and as may be amended pursuant to the Amendments or further amended, restated
or otherwise modified from time to time, collectively, the Note
Purchase Agreement), the Company issued and sold
(a) US$10,000,000 aggregate original principal amount of its Amended and
Restated Series A Senior Notes due November 23, 2006,
(b) US$63,406,000 aggregate original principal amount of its Amended and
Restated Series B Senior Notes due November 23, 2009,
(c) US$115,000,000 aggregate original principal amount of its Amended and
Restated Series C Senior Notes due November 23, 2009, and
(d) US$29,594,000 aggregate original principal amount of its Amended and
Restated Series D Senior Notes due November 23, 2009 (as in  1


effect immediately prior to
the Effective Time (as defined below), the Existing Notes
and, as may be amended pursuant to the Amendments or further amended, restated
or otherwise modified from time to time, the Notes).  This Second Amendment and Consent
Agreement is referred to herein as this Agreement.  The register kept by the Company for the
registration and transfer of the Notes indicates that each of the Persons named
in Annex 1 (collectively, the Current Noteholders)
is currently a holder of the Notes in the aggregate principal amount indicated
opposite such Persons name in such Annex and that the Persons named in Annex 1
currently hold 100% of the outstanding Notes.  2.DEFINED TERMS.  Capitalized terms used herein
and not otherwise defined have the meanings ascribed to them in the Note
Purchase Agreement or in the Amendment and Consent Agreement dated
December 31, 2003, as the case may be.  3.REQUEST FOR CONSENT.  The Company requests that each
of you consent to the Amendments with respect to certain terms of the Existing
Note Purchase Agreement and to certain other matters specified in this
Agreement as referred to in the request letters from the Company dated
July 6, 2004 and July 27, 2004 respectively and attached hereto as
Annex 2 and 3 respectively (collectively, the Requests).  4.COMPANY WARRANTIES AND
REPRESENTATIONS.  To induce you to enter into
this Agreement, the Company warrants and represents as follows (it being
agreed, however, that nothing in this Section 4 shall affect any of the
warranties and representations previously made by the Company in or pursuant to
the Note Purchase Agreement and that all of such other warranties and
representations, as well as the warranties and representations in this
Section 4, shall survive the effectiveness of the Amendments):  4.1Corporate
Organization and Authority.  (a)The
Company and each of its Material Subsidiaries is a corporation or other legal
entity duly organized, validly existing and, in the case of each such Material
Subsidiary organized under the laws of any state of the United States of
America, in good standing under the laws of its jurisdiction of incorporation.  (b)The
Company and each of its Material Subsidiaries has the corporate or other power
and authority to own or hold under lease the properties it purports to own or
hold under lease, to transact its business as now conducted and as presently
proposed to be conducted.  (c)The
Company and each of its Material Subsidiaries is duly qualified and, in the
case of each such Material Subsidiary conducting business in any state of the
United States of America, is in good standing as a foreign corporation in each
jurisdiction wherein the nature of the business transacted by it, or the nature
of the property owned or leased by it, makes such qualification required by law
and where  2


failure to be so qualified or in good standing would,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the business, operations or financial condition of the
Company and its Subsidiaries, taken as a whole.  4.2Financial
Indebtedness.  The Financial Indebtedness of
the Company and its Subsidiaries as atJuly 4, 2004 is described in Part 4.2 of Annex
4.  4.3Agreements
Authorized; Obligations Enforceable.  (a)The
execution and delivery by the Company of this Agreement has been duly
authorized by all necessary corporate action on its part.  This Agreement has been executed and
delivered by one or more duly authorized officers or directors of the Company,
and each of this Agreement, the Notes and the Note Purchase Agreement after
giving effect to the Amendments constitute a legal, valid and binding
obligation of the Company, enforceable in accordance with its terms, except
that the enforceability hereof and thereof may be limited by:  (i)applicable bankruptcy, reorganization, arrangement,
insolvency, moratorium, or other similar laws affecting the enforceability of
creditors rights generally; and  (ii)general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).  (b)Upon
the execution and delivery by the Guarantors of the Acknowledgement and Consent
attached hereto it will have been duly authorized by all necessary action on
the part of each Guarantor.  The
Acknowledgement and Consent attached hereto will have been executed and
delivered by one or more duly authorized officers or directors of each
Guarantor, and the Subsidiary Guarantees after giving effect to the Amendments
will constitute a legal, valid and binding obligation of each Guarantor in
respect thereof, enforceable in accordance with their terms, except that the
enforceability hereof and thereof may be limited by:  (i)applicable bankruptcy, reorganization, arrangement,
insolvency, moratorium, or other similar laws affecting the enforceability of
creditors rights generally; and  (ii)general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).  4.4No
Conflicts.  Neither the execution nor
delivery of this Agreement, nor performance by the Company of the terms and
provisions of the Notes or the Note Purchase Agreement after giving effect to
the Amendments, nor compliance by each Guarantor with the terms and provisions
of its respective Subsidiary Guarantee, will conflict with, or result in a
breach of the terms, conditions or provisions of, or constitute a default
under, or result in any violation of, or result in the creation of any Lien
upon any of the properties of the Company or any of its Subsidiaries under the
memorandum or articles of association (or charter or by-laws) of  3


the Company or any of its
Subsidiaries, or any award of any arbitrator or any agreement (including the
New Bank Facility and any agreement with shareholders), instrument, order,
judgment, decree, statute, law, rule or regulation to which the Company or
any of its Subsidiaries is subject.  4.5Full
Disclosure.  Neither this Agreement nor any
other written statement furnished by or on behalf of the Company or any of its
Subsidiaries to the Current Noteholders in connection with the proposal and
negotiation of the Amendments, or the other terms and provisions of this
Agreement, contains any untrue statement of a material fact or omits a material
fact necessary to make the statements contained therein, taken as a whole,
under the circumstances under which made, not misleading.  Except as previously disclosed in writing to
each Current Noteholder, there is no fact known to the Company or any Material
Subsidiary that could reasonably be expected to have a Material Adverse Effect
upon the business, operations or principal properties of the Company and its
Subsidiaries taken as a whole.  4.6Amendments
to New Bank Facility.  Except as described in Part 4.6 of
Annex 4, there have been no amendments, waivers or other modifications to the
New Bank Facility subsequent to February 4, 2004 and the New Bank Facility
is in full force and effect on the date hereof.  4.7No
Defaults.  No Default or Event of Default
has occurred and is continuing.  No event
has occurred and no condition exists that would constitute a default, event of
default or potential default (howsoever described) under the New Bank Facility.  4.8Guaranties.  No Subsidiary of the Company,
other than Subsidiaries which are Guarantors as at the Effective Time, has
entered into or is liable under any guaranty of any Financial Indebtedness of
any Person arising under the New Bank Facility.  5.AMENDMENTS TO EXISTING NOTE
PURCHASE AGREEMENT.  Subject to the conditions
specified in Section 7, the Existing Note Purchase Agreement is hereby
amended in the manner provided in Exhibit A to this Agreement (the Amendments).  4


6.CONSENT TO DISPOSAL.  Subject to
the conditions to effectiveness specified in Section 7, each of the
Current Noteholders hereby renews and confirms its consent to the disposal as
referred to in the Request attached hereto as Annex 3 (the Disposal) and waives any breach of Section 8.3  or Section 10.4(b) of the
Existing Note Purchase Agreement which may arise thereunder solely as
consequence of the Disposal (theConsent).  7.CONDITIONS TO
EFFECTIVENESS.  The Amendments provided for in
Section 5 and the Consent provided for in Section 6 shall each become
effective, if at all, at such time (the Effective Time)
as the Company and the Required Holders shall have executed and delivered
counterparts of this Agreement and the following conditions shall have been
satisfied by the Company (or waived by the Required Holders):  7.1Representations
and Warranties.  The representations and
warranties set forth in Section 4 shall be true and correct.  7.2Due
Authorization, etc.  The Company shall have
authorized, by all necessary corporate action, the execution and delivery of
this Agreement, the performance of all of its obligations under this Agreement,
and the consummation of all transactions by it contemplated by this Agreement,
and the Current Noteholders and their special counsel shall have received such
certificates and other evidence to such effect (including, without limitation,
secretarys certificates and board resolutions) as the Required Holders and
their special counsel may reasonably request.  7.3Amendments
to New Bank Facility and Consent of Banks.  (a)The relevant members of the
Group and all other applicable parties to the New Bank Facility shall have
amended the New Bank Facility on the same substantive terms as the Amendments,
all of the conditions precedent to the effectiveness thereof shall have been
satisfied or waived by the parties thereto (except for any condition precedent
thereunder requiring the execution and delivery of this Agreement), such
amendment shall be in full force and effect and shall be satisfactory in form,
scope and substance to the Current Noteholders and their special counsel and a
copy of the email and/or all other documentation evidencing such amendment
shall have been delivered to the Current Noteholders or their special
counsel.  (b)The Banks pursuant to the
New Bank Facility Agreement shall have consented to the Disposal on the same
substantive terms as the Consent, which consent shall otherwise be satisfactory
in form, scope and substance to the Current Noteholders.  (c)There shall have been no
adjustment to the compensation payable to the Banks pursuant to the New Bank
Facility in connection with the amendments to the New Bank Facility, the
consent by the Banks to the Disposal or otherwise.  (d)The Current Noteholders or
their special counsel shall have received such certificates and other evidence
as the Required Holders and their special counsel  5


may
reasonably request confirming that the documentation delivered pursuant to
Section 7.3(a) constitutes all the documentation evidencing the
amendments to the New Bank Facility.  7.4Fees
and Expenses.  The Company shall have paid
all amounts required to have been paid to date pursuant to Section 9,
including, without limitation, the reasonable fees and expenses of Bingham
McCutchen LLP, special counsel for the holders of the Notes, and
PricewaterhouseCoopers LLP, reporting accountants to the holders of the Notes,
as reflected in statements to be presented to the Company before the Effective
Time.  7.5Disposal
Documentation.  The Disposal
referred to in the Request and attached hereto as Annex 3 shall have been
carried out substantially in the manner and substantially on the terms contemplated
in the Request attached hereto as Annex 3 (including in respect of the amount
of proceeds to be received) and pursuant to sale documentation, final drafts or
certified copies of which shall have been provided to Bingham McCutchen LLP,
special counsel for the Current Noteholders (on economic terms satisfactory to
the Current Noteholders) prior to the consummation of the Disposal (such final
drafts or certified copies delivered to the Noteholders in accordance with this
sentence being hereinafter collectively referred to as the Disposal Documentation).  Notwithstanding the foregoing, the Company
shall procure that certified copies of all Disposal Documentation are delivered
to the Noteholders promptly after the execution thereof.  8.CONDITIONS SUBSEQUENT.  8.1Consent
of Guarantors.  Each Guarantor shall have
authorized, by all necessary corporate action, the execution and delivery of
the Acknowledgement and Consent attached hereto and shall have indicated its
acknowledgement and consent in respect of this Agreement by executing the
Acknowledgement and Consent attached hereto within 30 days of the date of this
Agreement.  8.2Prepayment
of the Notes.  (a)Within seven days of the consummation of the
Disposal, the Company shall have prepaid the Notes by a principal amount equal
to 100% of the consideration received by the Company and its Subsidiaries in
connection with, or arising from, such Disposal, less (i) reasonable professional
advisers fees incurred in connection with the Disposal (provided that the
details thereof (in form and substance reasonably satisfactory to the Current
Noteholders) shall have been provided to the Current Noteholders prior to the
consummation of the Disposal), and (ii) other expenses attributable to the
Disposal that have been reasonably incurred by the Company and its Subsidiaries
(provided that the details thereof (in form and substance reasonably
satisfactory to the Current Noteholders) shall have been provided to the
Current Noteholders prior to the consummation of the Disposal) plus the Make-Whole Amount determined for the prepayment
date with respect to such prepaid principal as provided in Section 8.3 and
Section 8.9 of the Existing Note Purchase Agreement respectively, to be
allocated between the holders of the Notes pro rata in
accordance with the principal amount of Notes held as set forth in Annex 1,
together with accrued unpaid interest  6


on such amount of prepaid principal to the
prepayment date to be paid by the Company to the holders of the Notes as
provided in Section 8.5 of the Existing Note Purchase Agreement.  (b)To the extent that any amounts are received by any member of the
Group at any time in respect of, or in connection with, contingent, adjusted,
or deferred consideration in connection with or arising from the Disposal which
in the aggregate total more than $500,000 (collectively, Post-Closing Adjustments),
within seven days of receipt thereof, the Company shall prepay the Notes by a
principal amount equal to 100% of any such Post-Closing Adjustments plus the Make-Whole Amount determined for the prepayment
date with respect to such prepaid principal as provided in Section 8.3 and
Section 8.9 of the Existing Note Purchase Agreement respectively, to be
allocated between the holders of the Notes pro rata in
accordance with the principal amount of Notes held at such date, together with
accrued unpaid interest on such amount of prepaid principal to the prepayment
date to be paid by the Company to the holders of the Notes as provided in
Section 8.5 of the Existing Note Purchase Agreement.  8.3Breach
of Conditions Subsequent.  Any breach by any
member of the Group of the provisions of Section 8.1 of this Agreement
will constitute an Event of Default under Section 11(d) of the Note
Purchase Agreement and any breach by any member of the Group of the provisions
of Section 8.2 of this Agreement will constitute an immediate Event of
Default under Section 11(c)(i) of the Note
Purchase Agreement.  9.EXPENSES.  Whether or not the Amendments
or the Consent become effective, the Company will promptly (and in any event
within thirty (30) days of receiving any statement or invoice therefor) pay all
reasonable out-of-pocket costs and expenses of the Current Noteholders relating
to this Agreement and all related documentation contemplated herein, including,
but not limited to (a) the cost of reproducing this Agreement and any
other documents delivered in connection herewith and the transactions
contemplated hereby, and (b) the reasonable fees and expenses of Bingham
McCutchen LLP, special counsel for the holders of the Notes, and
PricewaterhouseCoopers LLP, reporting accountants to the holders of the Notes,
incurred in connection with such matters.  10.MISCELLANEOUS.  10.1Part of
Note Purchase Agreement, Future References, etc.  This Agreement shall be
construed in connection with and as a part of the Notes and the Note Purchase
Agreement and, except as expressly amended by this Agreement, all terms,
conditions and covenants contained in the Notes, the Note Purchase Agreement
and the Subsidiary Guarantees are hereby ratified and shall be and remain in
full force and effect.  Any and all
notices, requests, certificates and other instruments executed and delivered
after the execution and delivery of this Agreement may refer to the Notes and
the Note Purchase Agreement without making specific reference to this
Agreement, but nevertheless all such references shall include this Agreement
unless the context otherwise requires.  7


10.2Governing
Law.  THIS AGREEMENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL
BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW
PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE
LAWS OF A JURISDICTION OTHER THAN SUCH STATE.  10.3Duplicate
Originals, Execution in Counterpart.  Two (2) or more duplicate
originals hereof may be signed by the parties, each of which shall be an
original but all of which together shall constitute one and the same
instrument.  This Agreement may be
executed in one or more counterparts and shall be effective at the time
provided in Section 7 and each set of counterparts that, collectively,
show execution by the Company and each consenting Current Noteholder shall
constitute one duplicate original.   [signature
pages immediately follow]  8


If this Agreement is
satisfactory to you, please so indicate by signing the applicable acceptance on
a counterpart hereof and returning such counterpart to the Company.  Very truly yours,SPIRENT plcByName:Title:   [Signature page for SECOND
AMENDMENT AND CONSENT AGREEMENT of SPIRENT PLC]


THE LINCOLN NATIONAL LIFE INSURANCE COMPANYBy: Delaware Investment Advisers, a Series of DelawareManagement Business Trust, Its
  Attorney-in-FactByName:Title:


LINCOLN LIFE & ANNUITY COMPANY OF NEW YORKBy: Delaware Investment Advisers, a Series of DelawareManagement Business Trust, Its
  Attorney-in-FactByName:Title:


FIRST PENN-PACIFIC LIFE INSURANCE COMPANYBy: Delaware Investment Advisers, a Series of DelawareManagement Business Trust, Its
  Attorney-in-FactByName:Title:


METROPOLITAN
  LIFE INSURANCE COMPANYByName:Title:


ONE
  MADISON INVESTMENTS (CAYCO) LIMITEDBy:
  Metropolitan
  Life Insurance Company,as Investment
  ManagerByName:Title:


METROPOLITAN
  PROPERTY AND CASUALTY
  INSURANCE COMPANYByName:Title:


METROPOLITAN
  INSURANCE AND ANNUITY COMPANYByName:Title:


TEACHERS
  INSURANCE AND ANNUITY
  ASSOCIATION OF AMERICAByName:Title:


THE
  TRAVELERS INSURANCE COMPANYByName:Title:


PRIMERICA
  LIFE INSURANCE COMPANYByName:Title:


CONNECTICUT
  GENERAL LIFE INSURANCE COMPANYBy:
  CIGNA
  Investments, Inc. (authorized agent)ByName:Title:


LIFE
  INSURANCE COMPANY OF NORTH AMERICABy:
  CIGNA
  Investments, Inc. (authorized agent)ByName:Title:


MASSACHUSETTS
  MUTUAL LIFE INSURANCE COMPANYBy:
  Babson Capital
  Management LLC, as Investment AdviserByName:Title:


SWISS
  RE LIFE & HEALTH AMERICA INCBy:
  Swiss Re Asset Management (Americas) Inc.ByName:Title:


ACKNOWLEDGEMENT AND CONSENT  Each of the undersigned hereby acknowledges,
consents and agrees to the terms and provisions of this Agreement and confirms
that its Subsidiary Guarantee continues in full force and effect in respect of
the Notes and the Note Purchase Agreement as amended by the terms of this
Agreement.  EXECUTED
  byPG
  DRIVES TECHNOLOGY, INC.By:Name:Title:EXECUTED
  bySPIRENT
  COMMUNICATIONS INC.By:Name:Title:EXECUTED
  bySPIRENT
  COMMUNICATIONS OF ROCKVILLE, INC.By:Name:Title:EXECUTED
  byHELLERMANNTYTON
  CORPORATIONBy:Name:Title:EXECUTED
  byHELLERMANNTYTON
  CANADA INCORPORATEDBy:Name:Title:


EXECUTED
  bySPIRENT
  COMMUNICATIONS OF OTTAWA LIMITEDBy:Name:Title:EXECUTED
  byPG
  INTERNATIONAL PLCBy:Name:Title:EXECUTED
  byHELLERMANNTYTON
  DATA LIMITEDBy:Name:Title:EXECUTED
  bySPIRENT
  COMMUNICATIONS (SCOTLAND) LIMITEDBy:Name:Title:EXECUTED
  bySPIRENT
  COMMUNICATIONS (SW) LIMITEDBy:Name:Title:EXECUTED
  bySPIRENT
  COMMUNICATIONS LIMITEDBy:Name:Title:


EXECUTED
  bySPIRENT
  HOLDINGS CORPORATIONBy:Name:Title:EXECUTED
  bySPIRENT
  INTERNATIONAL, INC.By:Name:Title:EXECUTED
  bySPIRENT
  FINANCING CORPORATIONBy:Name:Title:EXECUTED
  byNETCOM
  SYSTEMS HOLDING CORPORATIONBy:Name:Title:EXECUTED
  bySPIRENT
  OVERSEAS LIMITEDBy:Name:Title:EXECUTED
  byREORG
  COMPANY 1, INC.By:Name:Title:


EXECUTED
  byREORG
  COMPANY 2, INC.By:Name:Title


ANNEX 1  CURRENT NOTEHOLDERS  Series A Notes  Name of Noteholder
  
  Principal Amount of Notes HeldThe Travelers Insurance Company
  
  $
  5,686,612.07
  Series B
Notes  Name of Noteholder
  
  Principal Amount(s) of Notes HeldConnecticut
  General Life Insurance Company
  
  $
  12,423,565.72Life Insurance
  Company of North America
  
  $
  2,674,162.72Massachusetts
  Mutual Life Insurance Company
  
  $
  11,885,167.63Primerica Life
  Insurance Company
  
  $
  1,782,775.14The Travelers
  Insurance Company
  
  $
  8,913,875.73
  Series C
Notes  Name of Noteholder
  
  Principal
  Amount(s) of Notes HeldMetropolitan
  Life Insurance Company
  
  $
  32,777,154.84One Madison
  Investments (Cayco) Limited
  
  $
  2,383,793.08Metropolitan
  Insurance and Annuity Company
  
  $
  4,767,586.16Metropolitan
  Property and Casualty Insurance Company
  
  $
  4,767,586.16Teachers
  Insurance and Annuity Association of America
  
  $
  23,837,930.79
  Series D
Notes  Name of Noteholder
  
  Principal
  Amount(s) of Notes HeldSwiss Re
  Life & Health America Inc
  
  $
  1,211,278.22The Lincoln
  National Life Insurance Company
  
  $
  15,197,907.85Lincoln
  Life & Annuity Company of New York
  
  $
  302,819.56First
  Penn-Pacific Life Insurance Company
  
  $
  1,211,278.22
  1


ANNEX 2  [See attached request letter dated
July 6, 2004]  2


Eric
G Hutchinson FINANCE DIRECTOR   06 July 2004   Mr. Barry Russell
  Bingham McCutchen LLP
  8-10 Mansion House
  Place
  London
  EC4N 8LB
  HSBC Bank plc, as Agent
  Attn: Mr. Wesley Fallon
  Level 24
  8 Canada Square
  London
  E14 5HQ   Dear Sirs:   Share
Appreciation Rights Scheme (SARS)   As
highlighted in the PriceWaterhouseCoopers Project Conker Quarterly Monitoring
Report:  Q1 2004 (7 May 2004), Spirent
has implemented a new share appreciation rights scheme for its Communications
employees in replacement of the Spirent Stock Option Plan in order to keep its
remuneration package competitive.  This
received shareholder approval at our 22 June EGM.  The scheme will involve granting shares based
on the performance of the Spirent share price rather than granting options over
shares. This will enable Spirent to better manage dilution.  The covenant
calculations in the loan documentation are based on UK GAAP as applied by
Spirent at 31 December 2002.  Using such
UK GAAP accounting, our auditors advise that SARS will give rise to a charge or
credit to operating profit calculated with reference to mark to market
valuations of the liability based on the Spirent share price at the end of the
accounting period and accrued for over the vesting period. Spirent will settle
the liability though the issue of new Spirent shares and therefore this charge
is non-cash and has no effect on the net debt or the net worth of the Spirent
Group.  Under this accounting treatment, granting of SARS will
create volatility in the profit and loss account of Spirent plc. As the charge
will be calculated by reference to the Spirent share price this could be
extremely volatile. The effect of this profit and loss charge or credit for the
SARS distorts the underlying operating result and consequently should be
excluded from theearnings definitions throughout the lending documents.  The attached
Appendix illustrates such distortions in the context of three scenarios looking
at the effect on net interest cover.  While we understand there may not be a uniform accepted practice for
the accounting treatment of SARS under UK GAAP, for clarity and certainty, we
request that the lenders agree to, and permit, the exclusion of the profit and
loss charge or credit for the SARS from the definitionEBIT, EBITA and EBITDA in the lending documents.  I would be obliged if lenders would respond to this
request regarding accounting for the SARS by 30th July.


With respect to the letter we sent on 10 June requesting consent to the
potential sale of our MRO division, we thank you for your prompt attention to
that request and for your response. However, we were unable to progress matters
with the potential purchaser who prompted the request we sent to you.  At this time, we continue to evaluate the MRO
business and its prospects, including possible interest in purchasing the
division expressed by another party, and we will keep you informed as to any
further  progress in that regard.  Yours faithfully,   Eric G.
Hutchinson Finance Director


APPENDIX  Asumption:
  24 million SARS granted each
  year with 25% vesting each year assumed that all SARS are exercised one year
  after vesting   2004
  
  2005
  
  2006
  
  2007Scenario A20% share price growth and earnings growthShare price at grant(£)
  
  0.58
  
  0.70
  
  0.84
  
  1.00Share price at 31 December(£)
  
  0.70
  
  0.84
  
  1.00
  
  1.20SARS charge UK GAAP (£ million)
  
  1.5
  
  5.1
  
  9.8
  
  14.8EBITA (£ milion)
  
  34
  
  40.8
  
  49.0
  
  58.8EBITA post SARS (£ million)
  
  32.6
  
  35.7
  
  39.1
  
  43.9Net interest (£ million)
  
  6.6
  
  6.6
  
  6.6
  
  6.6EBITA:Net interest (excluding SARS)
  
  5.2
  
  6.2
  
  7.4
  
  8.9EBITA:net interest (including SARS)
  
  4.9
  
  5.4
  
  5.9
  
  6.7Scenario B80% share price and earnings growthShare price at grant(£)
  
  0.58
  
  1.04
  
  1.88
  
  3.38Share price at 31 December(£)
  
  1.04
  
  1.88
  
  3.38
  
  6.09SARS charge UK GAAP (£ million)
  
  5.8
  
  29.3
  
  82.1
  
  184.5EBITA (£ milion)
  
  34
  
  61.2
  
  110.2
  
  198.3EBITA post SARS (£ million)
  
  28.2
  
  31.9
  
  28.0
  
  13.8Net interest (£ million)
  
  6.6
  
  6.6
  
  6.6
  
  6.6EBITA:Net interest (excluding SARS)
  
  5.2
  
  9.3
  
  16.7
  
  30.0EBITA:net interest (including SARS)
  
  4.3
  
  4.8
  
  4.2
  
  2.1Scenario C80% share price and earnings growth years
  1&2 followed by 80% reduction year 3 flat year 4Share price at grant(£)
  
  0.58
  
  1.04
  
  1.88
  
  0.38Share price at 31 December(£)
  
  1.04
  
  1.88
  
  0.38
  
  0.38SARS charge UK GAAP (£ million)
  
  5.8
  
  29.3
  
  -35.1
  
  0.0EBITA (£ milion)
  
  34
  
  61.2
  
  12.2
  
  12.2EBITA post SARS (£ million)
  
  28.2
  
  31.9
  
  47.4
  
  12.2Net interest (£ million)
  
  6.6
  
  6.6
  
  6.6
  
  6.6EBITA:Net interest (excluding SARS)
  
  5.2
  
  9.3
  
  1.9
  
  1.9EBITA:net interest (including SARS)
  
  4.3
  
  4.8
  
  7.2
  
  1.9  
  Scenario A20% share price and
earnings growth  Whilst the effect of
charging the mark to market value of SARS does not result in a breach of the
net interest covenant the effect is to reduce interest cover from 8.9 times to
6.7 times in 2007. In this example the share price has moved from 58 pence to
120 pence over the next 4 years the SARS charge accumulates with each grant
resulting in, even at relatively low volatility, a £14.8 million charge in 2007
on earnings of £58.8 million before the charge.  Scenario B  80% share price and earnings growth  Although this would
appear to be an extreme case, the Spirent share price has historically been at
these levels. Earnings and the Spirent share price are growing at very high
rates. In 2007 without add back of the SARS charge, interest cover would be in
breach at 2.1 times. In this example earnings before the SARS charge are £198.3
million this would be representative of the cash inflow into the business and
clearly a breach of covenant makes little sense. Without the SARS charge net
interest cover is at a healthy 30.0 times. In this example the most important
financing issue for the Company is being able to fund the large increase
working capital.  Scenario C  80%
share price and earnings growth in years 1&2 followed by 80% reduction in
year 3  Another extreme scenario,
earnings and share price grow rapidly over the next two years followed by a
rapid fall, If we include the SARS credit of £35.1 million under UK GAAP
interest cover at the end of 2006 is above the required covenant at 7.2 times.
If the SARS credit is excluded the interest covenant breaches at 1.9 times.


ANNEX 3  [See attached request letter dated July 27, 2004]  3


Eric G Hutchinson FINANCE DIRECTOR   27 July 2004   Mr. Barry
  Russell
  Bingham
  McCutchen LLP
  99 Gresham Street
  London
  EC2V 7HG   Dear Sirs:  The Disposal of Spirent Systems
MRO Division In June 2003, our
lenders approved the disposal of two Spirent Systems divisions: AIS and
MRO.  At that time, no offer had yet been
received for the MRO division but it was being marketed and we were
anticipating net proceeds from the sale to be in the region of 2 million US dollars.  The lenders approval was granted in this
context.  We have now
received an offer for the purchase of the MRO division.  This has been progressed to an agreed letter
of intent and draft contracts have been issued. 
The buyer would like to progress to signing contracts by the end of
August 2004.  The MRO division
reported sales of £8.7 million and an EBITA profit of £1.5 million in the year
ended 31 December 2003.  Trading
performance in the six months ended 30 June 2004 resulted in sales of £3.7
million and an EBITA profit of £0.6 million. 
The net assets, including goodwill, of the division are £4.5 million at
the end of June 2004.  The net proceeds
of the MRO sale are expected to be in the region of 5 million US dollars.  It is anticipated that the net proceeds will
be used to reduce proportionately the principal of the outstanding Notes with
the related make-whole payment and associated accrued interest being made
separately out of the companys cash balances.  In June 2004 the lenders agreed in principle to the disposal of the MRO
division in line with the above and it is hereby requested that the lenders
renew and confirm their approval for such disposal to take place at the
earliest opportunity.  I would be obliged if
lenders would respond to the above request by 30 July.   Yours faithfully,    Eric G. Hutchinson Finance
Director


ANNEX 4  INFORMATION AS TO COMPANY AND SUBSIDIARIES  Part 4.2Financial
Indebtedness [See attached spreadsheet]  Part 4.6Amendments
to New Bank Facility [See attached email]  4


SPIRENT PLC AND ITS SUBSIDIARIES  FINANCIAL INDEBTEDNESS AS OF AS AT 4 JULY 2004  TOTAL
  O/DRAFT
  FACILITIES
  AVAILABLE
  (000)
  
  TOTAL
  LOAN
  FACILITIES
  AVAILABLE
  (000)
  
  OVERDRAFT
  BALANCE
  AS AT
  04-Jul-04
  (000)
  
  LOAN
  BALANCE
  AS AT
  04-Jul-04
  (000)
  
  TOTAL
  OUTSTANDING
  04-Jul-04
  GBP
  (000)
  
  OUTSTANDING
  AS AT
  31/12/02
  Ref.
  Note
  GBP
  (000)
  
  NEW
  SINCE
  31-Dec-02
  GBP
  (000)SECURED
  
  1,747
  
  4,504
  
  716
  
  4,007
  
  4,722
  
  5,350
  
  330UNSECURED
  
  6,000
  
  100,942
  
  
  
  70,942
  
  70,942
  
  152,495
  
  FINANCE
  LEASES
  
  
  
  
  
  
  
  8,671
  
  8,671
  
  9,479
  
  224TOTAL
  
  7,747
  
  105,446
  
  716
  
  83,619
  
  84,335
  
  167,324
  
  554UNSECURED SPIRENT PLC INDEBTEDNESS
  
  6,000
  
  100,942
  
  
  
  70,942
  
  70,942
  
  152,495
  
  TOTAL SUBSIDIARY FINANCIAL INDEBTEDNESS
  
  £
  1,747
  
  £
  4,504
  
  £
  716
  
  £
  12,677
  
  £
  13,393
  
  £
  14,829
  
  £
  554* The above Total
  Outstanding Debt does not include £373k of Debt Issues Costs being amortised
  over the life of the facilities.The Increase in Total
  Subsidiary Debt from 31 December 2002 is
  
  £
  554   
  SPIRENT PLC AND ITS SUBSIDIARIES  FINANCIAL INDEBTEDNESS UNSECURED BY LIENS AS AT 4
JULY 2004  COMPANY
  
  
  
  LENDER
  
  FINAL
  MATURITY
  
  OVERDRAFT
  FACILITY
  Currency
  (000)
  
  OVERDRAFT
  FACILITY
  GBP
  (000)
  
  TOTAL
  LOAN
  FACILITIES
  Currency
  (000)
  
  TOTAL
  LOAN
  FACILITIES
  GBP
  (000)
  
  OVERDRAFT
  BALANCE
  AS AT
  04-Jul-04
  Currency
  (000)
  
  OVERDRAFT
  BALANCE
  AS AT
  04-Jul-04
  GBP
  (000)
  
  LOAN
  BALANCE
  AS AT
  04-Jul-04
  Currency
  (000)
  
  LOAN
  BALANCE
  AS AT
  04-Jul-04
  GBP
  (000)
  
  OUTSTANDING
  AS AT
  31/12/02
  Ref.
  Note
  GBP
  (000)
  
  NEW
  SINCE
  31-Dec-02
  GBP (000)BRITAINSpirent plc
  
  GBP
  
  HSBC Group Facility
  
  -
  
  6,000
  
  6,000Private Placement Series A
  
  Nov 06
  
  
  
  
  
  5,687
  
  3,108
  
  
  
  
  
  5,687
  
  3,108
  
  6,211Private Placement Series B
  
  Nov 09
  
  
  
  
  
  37,680
  
  20,590
  
  
  
  
  
  37,680
  
  20,590
  
  39,383Private Placement Series C
  
  Nov 09
  
  
  
  
  
  68,534
  
  37,450
  
  
  
  
  
  68,534
  
  37,450
  
  71,429Private Placement Series D
  
  Nov 09
  
  
  
  
  
  17,923
  
  9,794
  
  
  
  
  
  17,923
  
  9,794
  
  18,381Syndicated Facilities
  
  Jul 05
  
  
  
  
  
  30,000
  
  30,000
  
  
  
  
  
  0
  
  
  
  17,0916,000
  
  6,000
  
  159,824
  
  100,942
  
  0
  
  0
  
  129,824
  
  70,942
  
  152,495
  
  0SingaporeHellermann Tyton Pte Ltd(Singapore)
  
  SGD
  
  HSBC
  
  un-dated
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  00
  
  0
  
  0
  
  0
  
  0
  
  0
  
  0
  
  0
  
  0
  
  0TOTAL
  
  
  
  TOTAL
  
  
  
  TOTAL
  
  
  
  TOTALOVERDRAFT
  
  6,000
  
  ORIGINAL
  
  100,942
  
  UNSECURED
  
  £
  0
  
  UNSECURED
  
  £
  70,942
  
  £
  152,495
  
  £
  0FACILITIES
  
  
  
  LOANS
  
  
  
  OVERDRAFT
  
  
  
  BORROWINGS   
  SPIRENT PLC AND ITS SUBSIDIARIES  FINANCIAL INDEBTEDNESS SECURED BY LIENS AS AT 4
JULY 2004  COMPANY
  
  
  
  LENDER
  
  FINAL
  MATURITY
  
  OVERDRAFT
  FACILITY
  Currency
  (000)
  
  OVERDRAFT
  FACILITY
  GBP
  (000)
  
  TOTAL
  LOAN
  FACILITIES
  Currency
  (000)
  
  TOTAL
  LOAN
  FACILITIES
  GBP
  (000)
  
  OVERDRAFT
  BALANCE
  AS AT
  04-Jul-04
  Currency
  (000)
  
  OVERDRAFT
  BALANCE
  AS AT
  04-Jul-04
  GBP
  (000)
  
  LOAN
  BALANCE
  AS AT
  04-Jul-04
  Currency
  (000)
  
  LOAN
  BALANCE
  AS AT
  04-Jul-04
  GBP
  (000)
  
  OUTSTANDING
  AS AT
  31/12/02
  Ref.
  Note
  GBP
  (000)
  
  NEW
  SINCE
  31-Dec-02
  GBP
  (000)FRANCEHellermann Tyton SA (France)
  
  Euro
  
  Eurosic
  
  Apr-07
  
  
  
  
  
  1,626
  
  1,091
  
  
  
  
  
  1,169
  
  785
  
  1,063San Paolo IMI
  
  -
  
  1,220
  
  820
  
  
  
  
  
  
  
  
  
  
  
  
  
  0BNP Paribas
  
  -
  
  305
  
  205
  
  
  
  
  
  0
  
  0
  
  
  
  
  
  01,525
  
  1,023
  
  1,626
  
  1,091
  
  0
  
  0
  
  1,169
  
  785
  
  1,063
  
  0GERMANYHellermann Tyton GmbH
  
  Euro
  
  Jurgen Molln
  
  May 2017
  
  
  
  
  
  767
  
  515
  
  
  
  
  
  767
  
  515
  
  501
  
  14(Germany)Euro
  
  Various
  
  ufn
  
  138
  
  93
  
  
  
  
  
  0
  
  
  
  138
  
  93
  
  0
  
  93138
  
  93
  
  767
  
  515
  
  0
  
  0
  
  905
  
  607
  
  501
  
  106ITALYHellermannTyton Srl (Italy)
  
  Euro
  
  San Paolo IMI
  
  -
  
  516
  
  346
  
  
  
  
  
  491
  
  330
  
  
  
  
  
  324
  
  673
  
  49
  
  
  
  
  
  0
  
  49516
  
  346
  
  0
  
  0
  
  564
  
  379
  
  0
  
  0
  
  324
  
  55UNITED STATESHellermann Tyton Corporation (USA)
  
  USD
  
  Marshall & Ilsley
  
  Feb-08
  
  
  
  
  
  5,304
  
  2,898
  
  
  
  
  
  4,785
  
  2,615
  
  3,2940
  
  0
  
  5,304
  
  2,898
  
  0
  
  0
  
  4,785
  
  2,615
  
  3,294
  
  0BRAZILHellermann Tyton - Brazil
  
  Real
  
  Banco do Brasil
  
  -
  
  1,211
  
  217
  
  
  
  
  
  1,203
  
  216
  
  
  
  
  
  140
  
  76Banco Sudameris
  
  -
  
  373
  
  67
  
  
  
  
  
  675
  
  121
  
  
  
  
  
  28
  
  931,584
  
  284
  
  0
  
  0
  
  1,878
  
  337
  
  0
  
  0
  
  168
  
  169TOTAL
  
  
  
  TOTAL
  
  
  
  TOTAL
  
  
  
  TOTALOVERDRAFT
  
  1,747
  
  ORIGINAL
  
  4,504
  
  SECURED
  
  £
  716
  
  SECURED
  
  £
  4,007
  
  5,350
  
  £
  330FACILITIES
  
  
  
  LOANS
  
  
  
  OVERDRAFT
  
  
  
  BORROWINGS   
  SPIRENT PLC AND ITS SUBSIDIARIES  FINANCE LEASES & HIRE PURCHASE AGREEMENTS
UNDER SSAP 21 OR FRS 5 AS AT 4 JULY 2004  COMPANY
  
  LESSOR
  
  FINAL
  MATURITY
  
  ORIGINAL
  AMOUNT
  Currency
  (000)
  
  ORIGINAL
  AMOUNT
  GBP
  (000)
  
  BALANCE
  SHEET
  Currency
  (000)
  
  BALANCE
  SHEET
  GBP
  (000)
  
  OUTSTANDING
  AS AT
  31/12/02
  Ref.
  Note
  GBP
  (000)
  
  NEW
  SINCE
  31-Dec-02
  GBP
  (000)UNITED KINGDOMPA-Positioning Tech- GSSL
  
  Lombard
  
  Mar-06
  
  17
  
  17
  
  6
  
  6
  
  11May-06
  
  22
  
  22
  
  8
  
  8
  
  1239
  
  39
  
  14
  
  14EUROPEHellermann Tyton GmbH
  
  TAGO
  
  May 2018
  
  10,635
  
  7,138
  
  9,616
  
  6,454
  
  6,336
  
  118IBM Catia
  
  May 2005
  
  32
  
  21
  
  
  
  0
  
  16Spirent Gmbh
  
  SARIO Aachen KG
  
  Dec 2015
  
  3,387
  
  2,273
  
  2,395
  
  1,607
  
  2,156HellermannTyton Srl (Italy)
  
  Car Lease
  
  
  
  53
  
  36
  
  20
  
  13
  
  3514,107
  
  9,469
  
  12,031
  
  8,074UNITED STATESPA Broadband
  
  NTFC Capital Corp
  
  Jul 04
  
  211
  
  115
  
  0
  
  0
  
  41Verizon
  
  Oct 06
  
  327
  
  179
  
  0
  
  0
  
  109Hellermann Tyton Corporation(USA)
  
  EMKAY Inc
  
  Jan-07
  
  1,110
  
  607
  
  506
  
  277
  
  347Chrysler Credit Corp
  
  Jun-04
  
  30
  
  16
  
  26
  
  14
  
  16Enterprise Leasing
  
  Aug-06
  
  65
  
  36
  
  234
  
  128
  
  34
  
  94Bank of America
  
  Jan-03
  
  40
  
  22
  
  22
  
  12
  
  15CAW Networks
  
  Malsco
  
  
  
  170
  
  93
  
  
  
  
  
  106Hellermann Tyton Canada
  
  Chrysler Canada
  
  Mar 06
  
  24
  
  10
  
  14
  
  6
  
  0
  
  5GMAC
  
  Sept 06
  
  32
  
  13
  
  18
  
  7
  
  11GMAC
  
  Sept 05
  
  26
  
  11
  
  11
  
  5
  
  92,035
  
  1,101
  
  831
  
  448SOUTH AFRICAHellermann Tyton (Pty) Ltd
  
  Nedcor
  
  October 06
  
  2,752
  
  246
  
  773
  
  69
  
  134(South Africa)
  
  Stannic
  
  Nov 05
  
  1,301
  
  116
  
  626
  
  56
  
  834,053
  
  363
  
  1,399
  
  125ASIAHellermann Tyton Pte Ltd
  
  Orix Capital Ltd
  
  Sept 08
  
  29
  
  9
  
  24
  
  9
  
  2
  
  7(Singapore)
  
  HSBC
  
  August 03
  
  30
  
  10
  
  
  
  0
  
  659
  
  19
  
  24
  
  9TOTAL
  
  
  
  TOTALORIGINAL
  
  10,990
  
  BALANCE
  
  £
  8,671
  
  9,479
  
  £
  224AMOUNT
  
  
  
  SHEET


Please
be advised that we are in receipt of unanimous Bank consent to the exclusion of
the profit and loss charge or credit for the SARS from the definition EBIT,
EBITA and EBITDA, as defined in the Agreement, per the terms as outlined in
your Letter.  I
trust this is in order.  Should you have
any further queries, please do not hesitate to contact me.  Kind
Regards Wesley
Fallan For
and on behalf of HSBC Bank plc As
Agent for the Banks  Memo 07
Jul 2004 09:27  Subject:  Spirent Plc GBP30m Revolving Credit Facility
dated 4th February 2004 (the "Agreement") re Consent for SARS  Dear
all,  We
write as Agent for the Banks in connection with the above-named Agreement.  Terms defined in the Agreement shall, unless
otherwise specifically defined herein, have their defined meaning when used in
this e-mail.  Please
find below an e-mail from Connie Kolb of Spirent Plc attaching a letter from
Erick Hutchinson dated 6th July 2004 (the "Letter").  The
letter seeks your consent to adopt a particular accounting treatment as a
result of Spirent Plc offering a new share appreciation rights scheme
("SARS") to its Communication employees.  Could
you kindly review the attached Letter and example appendix document and revert
with your consent to the exclusion of the profit and loss charge or credit for
the SARS from the definition EBIT, EBITA and EBITDA, as defined in the
Agreement.  Kindly
revert with your consent to the above direct to myself by return of fax (number
+44 207 991 4351) or via e-mail at your earliest convenience but by no later
than close of business on Wednesday, 21st July 2004.  Kind
Regards Wesley
Fallan For
and behalf of HSBC Bank plc As
Agent for the Banks  Subject:  Lenders Consent (SARS)  Dear
Messrs. Fallan and Russell:  As
I believe you are both aware, Spirent has recently implemented a new share
appreciation rights scheme (SARS) for our Communications employees.  The attached letter requests your consent for
Spirent to adopt certain accounting treatment for grants made under this scheme
and the additional pdf attachment provides what we hope are helpful illustrations
of the accounting issues we believe are raised by the SARS.  We
appreciate your attention to this request and look forward to your reply.  Sincerely, Connie
Kolb


EXHIBIT A  AMENDMENTS  §1Amendmentsto Section 23.8(a) of the Existing Note
Purchase Agreement. Section 23.8(a) of the Existing Note
Purchase Agreement is hereby amended and restated in its entirety to read as
follows:  (a)Accounting
Principles.Notwithstanding any changes in
UK GAAP or the interpretation or application thereof subsequent to
December 31, 2002, all financial covenants herein (including those in
Section 10 and the Normalization Conditions) shall be calculated in
accordance with (and compliance shall be determined solely by reference to) UK
GAAP in effect as at December 31, 2002 and as applied by the Company as of
such date save that any charge or credit to operating profit on the SARS Scheme
shall not be taken into account in respect of Consolidated EBIT, Consolidated
EBITA, Consolidated EBITDA and EBIT.  In
the event that there should occur after December 31, 2002 any changes in
UK GAAP or the interpretation or application thereof which would have a
quantifiable effect on the calculation of the financial covenants or the
Normalization Conditions, the Company agrees to provide to each holder of a
Note, in addition to the financial information described in Section 7,
such supplemental financial information with respect to the relevant accounting
periods (calculated in accordance with UK GAAP) affected by such changes as is
reasonably necessary to allow the holders of the Notes to verify compliance
with the financial covenants and the Normalization Conditions.  §2Amendments
to Schedule B of the Existing Note Purchase Agreement.Schedule B of the Existing Note
Purchase Agreement is hereby amended by replacing each of the following defined
terms in its appropriate place in alphabetical order in such Schedule:  Consolidated EBIT
 means, in relation to any Accounting Period of the Group, the consolidated
operating profit of the Group for such Accounting Period calculated by
reference to the Accounts of the Group for such Accounting Period and:  (a)before deducting, charging or providing for:  (i)Consolidated
Net Interest Expense; and  (ii)any taxation as shown in the profit and loss section of
such Accounts for such Accounting Period; and  (b)before
taking into account any exceptional items (including, without limitation,
profits or losses on the sale or termination of an operation, costs of a
fundamental reorganization or restructuring and profits or losses on the
disposal of fixed assets) as shown in the profit and loss section of the
Accounts of the Group for such Accounting Period; and  (c)before taking into account any charge or credit to operating
profit on the SARS Scheme.


Consolidated EBITA
 means, in relation to any Accounting Period of the Group, the consolidated
operating profit of the Group for such Accounting Period calculated by
reference to the Accounts of the Group for such Accounting Period and:  (a)before deducting, charging or providing for:  (i)Consolidated
Net Interest Expense;  (ii)any taxation as shown in the profit and loss section of
such Accounts for such Accounting Period; and  (iii)amortization charged during such Accounting Period; and  (b)before
taking into account any exceptional items (including, without limitation,
profits or losses on the sale or termination of an operation, costs of a
fundamental reorganization or restructuring and profits or losses on the
disposal of fixed assets) as shown in the profit and loss section of the
Accounts of the Group for such Accounting Period; and  (c)before taking into account any charge or credit to operating
profit on the SARS Scheme.  Consolidated EBITDA
 means, in relation to any Accounting Period of the Group, the consolidated
operating profit of the Group for such Accounting Period calculated by
reference to the Accounts of the Group for such Accounting Period and:  (a)before deducting, charging or providing for:  (i)Consolidated
Net Interest Expense;  (ii)any taxation as shown in the profit and loss section of
such Accounts for such Accounting Period;  (iii)depreciation in respect of such Accounting Period; and  (iv)amortization charged during such Accounting Period; and  (b)before
taking into account any exceptional items (including, without limitation,
profits or losses on the sale or termination of an operation, costs of a
fundamental reorganization or restructuring and profits or losses on the
disposal of fixed assets) as shown in the profit and loss section of the
Accounts of the Group for such Accounting Period; and  (c)before taking into account any charge or credit to operating
profit on the SARS Scheme.  EBIT 
means, in respect of any Person in relation to any accounting period of such
Person, the operating profit of such Person for such accounting period
calculated by reference to its accounts for such accounting period and:  A-2


(a)before deducting, charging or providing for:  (i)Net
Interest Expense; and  (ii)any taxation as shown in the profit and loss section of
such accounts for such accounting period; and  (b)before taking into account
any exceptional items (including, without limitation, profits or losses on the
sale or termination of an operation, costs of a fundamental reorganization or
restructuring and profits or losses on the disposal of fixed assets) as shown
in the profit and loss section of the accounts for such accounting period;
and  (c )before taking into account any charge or credit to operating profit
on the SARS Scheme.  §3Amendments to
Schedule B of the Existing Note Purchase Agreement.Schedule B of the Existing Note Purchase
Agreement is hereby amended by adding the following defined term in its
appropriate place in alphabetical order in such Schedule:  SARS Scheme  means the Spirent Stock
Incentive Plan which was approved by Ordinary Resolution of the shareholders of
the Company on June 23, 2004.  A-3