Exhibit 4.10

Execution Copy

SPIRENT plc

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AMENDMENT AND CONSENT AGREEMENT

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DATED DECEMBER 31, 2003

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

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SPIRENT plc

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AMENDMENT AND CONSENT AGREEMENT

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DATED DECEMBER 31, 2003

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 December 31, 2003

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 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 Notes due
November 23, 2009 (as in 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
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.

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2.     DEFINED TERMS.

Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Note Purchase Agreement.

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.

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):



The Financial Indebtedness of the Company and its Subsidiaries as at September 30, 2003 is described in Part 4.2 of Annex 2.



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Neither the execution nor delivery of this Agreement, nor performance by the Company with 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 the Company or any of its Subsidiaries, or any award of any arbitrator or any agreement (including the Bank Facility, the New Bank Facility (defined
below) 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.



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.



Except as described in Part 4.6 of Annex 2, there have been no amendments, waivers or other modifications to the Bank Facility subsequent to
March 11, 2003, and the Bank Facility has been and will be in full force and effect at all times prior to the execution and effectiveness of the New Bank Facility.



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 Bank Facility or the New Bank Facility.

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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 Bank Facility or the New Bank Facility.

5.     AMENDMENTS TO EXISTING NOTE purchase AGREEMENT.

Subject to the conditions specified in Section 6, the Existing Note Purchase Agreement is hereby amended in the manner provided in Exhibit A to this
Agreement (the"Amendments").

6.     CONDITIONS TO EFFECTIVENESS.

The Amendments and the consent provided for in Section 7 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):



The representations and warranties set forth in Section 4 shall be true and correct.



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 each Guarantor shall have authorized, by all necessary corporate action, the execution and
delivery of the Acknowledgement and Consent
attached hereto, 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.



A new credit facility replacing the Bank Facility providing for total commitments or borrowing availability in an aggregate amount of at least
£30,000,000 (the"New Bank Facility"), shall have been entered into by the relevant members of the Group and all other applicable parties
thereto, and all agreements relating thereto shall be in full force and effect (with all conditions precedent contained therein having been satisfied), and in form, scope and substance satisfactory to
the Required Holders and their special counsel.



The Company shall have paid:



5

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Each Guarantor shall have indicated its acknowledgement and consent in respect of this Agreement by executing and delivering the Acknowledgement and Consent
attached hereto.



The Company shall have prepaid an amount equal to 10% of the principal amount of the Notes outstanding on the prepayment date plusthe
Make-Whole Amount determined for the prepayment date with respect to such principal amount 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 Notespro ratain accordance with
the principal amount of Notes held as set forth in Annex 1, 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.

7.     CONSENT TO RELEASE OF DISPOSAL PROCEEDS AND PREPAYMENT OF NOTES.

Subject to the conditions to effectiveness specified in Section 6, each of the Current Noteholders hereby consents to the release of the Disposal Proceeds
from the Account (each as defined in the letter dated June 27, 2003 from the Current Noteholders to the Company pursuant to which the Current Noteholders consented to the disposal of the
Spirent Systems AIS Division and the Spirent Systems MRO Division), such Disposal Proceeds to be paid to the Current Noteholders in accordance with Section 6.6.

8.     CONFIRMATION.



The Company hereby acknowledges, agrees and confirms that (a) nothing in this Agreement shall be construed as an amendment to the Normalization Conditions
contained in the Existing Note Purchase Agreement which require, among other things, the Company to obtain Committed Medium-Term Financing with a maturity or maturities of no earlier than
March 31, 2006 providing for an aggregate total commitment of not less than £50,000,000 in order to deliver a Normalization Certificate, and (b) any such Committed
Medium-Term Financing will need to be raised through an extension or modification of the New Bank Facility or from other institutions or Persons (other than, for the avoidance of doubt,
any holder of Notes) and that the Notes would not constitute Committed Medium-Term Financing.



The Company hereby acknowledges, agrees and confirms, and Spirent Communications Inc. by executing and delivering the Acknowledgement and Consent attached
hereto acknowledges, agrees and confirms, in connection with the merger on December 31, 2003 of CAW Networks, Inc. and Spirent Communications Inc. that the Subsidiary Guarantee
given by Spirent Communications Inc. in favor of the Current Noteholders remains in full force and effect, and (b) Spirent Communications Inc. has assumed by operation of law all of the
rights, duties, liabilities and obligations of CAW Networks, Inc. including, without limitation, all of the rights, duties, liabilities and obligations of CAW Networks, Inc. pursuant to
the Subsidiary Guarantee given by CAW Networks, Inc. in favor of the Current Noteholders.

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9.     EXPENSES.

Whether or not the Amendments 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.



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.



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.



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 6 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]

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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.

| |  | SPIRENT plc
| |  | -----------
| |  | By:        
| |  |            

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|THE LINCOLN NATIONAL LIFE INSURANCE COMPANY |                                                                                                   
|------------------------------------------- | --------------------------------------------------------------------------------------------------
|By:                                         | Delaware Investment Advisers, a Series of Delaware
Management Business Trust, Its Attorney-in-Fact
|By:                                         |                                                                                                   
|                                            | Name:
Title:                                                                                      

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|LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK |                                                                                                   
|------------------------------------------ | --------------------------------------------------------------------------------------------------
|By:                                        | Delaware Investment Advisers, a Series of Delaware
Management Business Trust, Its Attorney-in-Fact
|By:                                        |                                                                                                   
|                                           | Name:
Title:                                                                                      

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|FIRST PENN-PACIFIC LIFE INSURANCE COMPANY |                                                                                                   
|----------------------------------------- | --------------------------------------------------------------------------------------------------
|By:                                       | Delaware Investment Advisers, a Series of Delaware
Management Business Trust, Its Attorney-in-Fact
|By:                                       |                                                                                                   
|                                          | Name:
Title:                                                                                      

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|METROPOLITAN LIFE INSURANCE COMPANY |             
|----------------------------------- | ------------
|By:                                 |             
|                                    | Name:
Title:

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|ONE MADISON INVESTMENTS (CAYCO) LIMITED |                                                           
|--------------------------------------- | ----------------------------------------------------------
|By:                                     | Metropolitan Life Insurance Company,
as Investment Manager
|By:                                     |                                                           
|                                        | Name:
Title:                                              

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|METROPOLITAN PROPERTY AND CASUALTY
INSURANCE COMPANY |             
|---------------------------------------------------- | ------------
|By:                                                  |             
|                                                     | Name:
Title:

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|METROPOLITAN INSURANCE AND ANNUITY COMPANY |             
|------------------------------------------ | ------------
|By:                                        |             
|                                           | Name:
Title:

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|TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA |             
|----------------------------------------------------- | ------------
|By:                                                   |             
|                                                      | Name:
Title:

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|THE TRAVELERS INSURANCE COMPANY |             
|------------------------------- | ------------
|By:                             |             
|                                | Name:
Title:

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|PRIMERICA LIFE INSURANCE COMPANY |             
|-------------------------------- | ------------
|By:                              |             
|                                 | Name:
Title:

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|CONNECTICUT GENERAL LIFE INSURANCE COMPANY |                                           
|------------------------------------------ | ------------------------------------------
|By:                                        | CIGNA Investments, Inc. (authorized agent)
|By:                                        |                                           
|                                           | Name:
Title:                              

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|LIFE INSURANCE COMPANY OF NORTH AMERICA |                                           
|--------------------------------------- | ------------------------------------------
|By:                                     | CIGNA Investments, Inc. (authorized agent)
|By:                                     |                                           
|                                        | Name:
Title:                              

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|MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY |                                                     
|------------------------------------------- | ----------------------------------------------------
|By:                                         | David L. Babson & Company Inc. as Investment Adviser
|By:                                         |                                                     
|                                            | Name:
Title:                                        

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|SWISS RE LIFE & HEALTH AMERICA INC |                                          
|---------------------------------- | -----------------------------------------
|By:                                | Swiss Re Asset Management (Americas) Inc.
|By:                                |                                          
|                                   | Name:
Title:                             

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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.

|EXECUTEDby PG DRIVES TECHNOLOGY, INC.                |             
|---------------------------------------------------- | ------------
|By:                                                  |             
|                                                     | Name:
Title:
|EXECUTEDby SPIRENT COMMUNICATIONS INC.               |             
|By:                                                  |             
|                                                     | Name:
Title:
|EXECUTEDby SPIRENT COMMUNICATIONS OF ROCKVILLE, INC. |             
|By:                                                  |             
|                                                     | Name:
Title:
|EXECUTEDby HELLERMANNTYTON CORPORATION               |             
|By:                                                  |             
|                                                     | Name:
Title:
|                                                     |             

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|EXECUTEDby HELLERMANNTYTON CANADA INCORPORATED       |             
|---------------------------------------------------- | ------------
|By:                                                  |             
|                                                     | Name:
Title:
|EXECUTEDby SPIRENT COMMUNICATIONS OF OTTAWA LIMITED  |             
|By:                                                  |             
|                                                     | Name:
Title:
|EXECUTEDby PG INTERNATIONAL PLC                      |             
|By:                                                  |             
|                                                     | Name:
Title:
|EXECUTEDby HELLERMANNTYTON DATA LIMITED              |             
|By:                                                  |             
|                                                     | Name:
Title:
|EXECUTEDby SPIRENT COMMUNICATIONS (SCOTLAND) LIMITED |             
|By:                                                  |             
|                                                     | Name:
Title:
|                                                     |             

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|EXECUTEDby SPIRENT COMMUNICATIONS (SW) LIMITED |             
|---------------------------------------------- | ------------
|By:                                            |             
|                                               | Name:
Title:
|EXECUTEDby SPIRENT COMMUNICATIONS LIMITED      |             
|By:                                            |             
|                                               | Name:
Title:
|EXECUTEDby SPIRENT HOLDINGS CORPORATION        |             
|By:                                            |             
|                                               | Name:
Title:
|EXECUTEDby SPIRENT INTERNATIONAL, INC.         |             
|By:                                            |             
|                                               | Name:
Title:
|EXECUTEDby SPIRENT FINANCING CORPORATION       |             
|By:                                            |             
|                                               | Name:
Title:
|                                               |             

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|EXECUTEDby NETCOM SYSTEMS HOLDING CORPORATION |             
|--------------------------------------------- | ------------
|By:                                           |             
|                                              | Name:
Title:
|EXECUTEDby SPIRENT OVERSEAS LIMITED           |             
|By:                                           |             
|                                              | Name:
Title:
|EXECUTEDby REORG COMPANY 1, INC.              |             
|By:                                           |             
|                                              | Name:
Title:
|EXECUTEDby REORG COMPANY 2, INC.              |             
|By:                                           |             
|                                              | Name:
Title:

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ANNEX 1

CURRENT NOTEHOLDERS

Series A Notes

|Name of Noteholder              |  | Principal Amount of Notes Held
|------------------------------- |  | ------------------------------
|The Travelers Insurance Company |  | $                             

Series B Notes

|Name of Noteholder                          |  | Principal Amount(s) of Notes Held
|------------------------------------------- |  | ---------------------------------
|Connecticut General Life Insurance Company  |  | $                                
|Life Insurance Company of North America     |  | $                                
|Massachusetts Mutual Life Insurance Company |  | $                                
|Primerica Life Insurance Company            |  | $                                
|The Travelers Insurance Company             |  | $                                

Series C Notes

|Name of Noteholder                                    |  | Principal Amount(s) of Notes Held
|----------------------------------------------------- |  | ---------------------------------
|Metropolitan Life Insurance Company                   |  | $                                
|One Madison Investments (Cayco) Limited               |  | $                                
|Metropolitan Insurance and Annuity Company            |  | $                                
|Metropolitan Property and Casualty Insurance Company  |  | $                                
|Teachers Insurance and Annuity Association of America |  | $                                

Series D Notes

|Name of Noteholder                          |  | Principal Amount(s) of Notes Held
|------------------------------------------- |  | ---------------------------------
|Swiss Re Life & Health America Inc          |  | $                                
|The Lincoln National Life Insurance Company |  | $                                
|Lincoln Life & Annuity Company of New York  |  | $                                
|First Penn-Pacific Life Insurance Company   |  | $                                

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ANNEX 2

INFORMATION AS TO COMPANY AND SUBSIDIARIES

|Part 4.2 |  | Financial Indebtedness                                                                                                                                             
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |  | [See attached spreadsheet]                                                                                                                                         
|Part 4.6 |  | Amendments to Bank Facility (if any)                                                                                                                               
|         |  | Consent Letter dated June 27, 2003 pursuant to which the Banks consented to the disposals of the Spirent Systems AIS Division and the Spirent Systems MRO Division.

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SPIRENT PLC AND ITS SUBSIDIARIES    FINANCIAL INDEBTEDNESS AS OF 30TH SEPTEMBER 2003

|                                        |  | Total o/draft
facilities
available |  | Total loan
facilities
available |  | Overdraft
balance as at
30 September
2003 |  | Loan
balance as at
30 September
2003 |  | Total
outstanding
30 September
2003 |  | Outstanding
as at
31 December
2002
Ref. Note |  | "New"
since
31 December
2002
|--------------------------------------- |  | ---------------------------------- |  | ------------------------------- |  | ----------------------------------------- |  | ------------------------------------ |  | ----------------------------------- |  | -------------------------------------------- |  | ----------------------------
|
|SECURED                                 |  | 775                                |  | 4,846                           |  | 764                                       |  | 4,686                                |  | 5,450                               |  | 5,350                                        |  | 394                         
|UNSECURED                               |  | 6,069                              |  | 161,896                         |  | 844                                       |  | 95,933                               |  | 96,777                              |  | 144,528                                      |  | 844                         
|FINANCE LEASES                          |  |                                   |  |                                |  |                                          |  | 9,140                                |  | 9,140                               |  | 9,479                                        |  | 215                         
|                                        |  |                                    |  |                                 |  |                                           |  |                                      |  |                                     |  |                                              |  |                             
|TOTAL                                   |  | 6,844                              |  | 166,742                         |  | 1,608                                     |  | 109,759                              |  | 111,367                             |  | 159,357                                      |  | 1,454                       
|                                        |  |                                    |  |                                 |  |                                           |  |                                      |  |                                     |  |                                              |  |                             
|UNSECURED SPIRENT PLC INDEBTEDNESS      |  | 6,000                              |  | 161,896                         |  | 844                                       |  | 95,933                               |  | 96,777                              |  | 144,528                                      |  | 844                         
|                                        |  |                                    |  |                                 |  |                                           |  |                                      |  |                                     |  |                                              |  |                             
|TOTAL SUBSIDIARY FINANCIAL INDEBTEDNESS |  | 844                                |  | 4,846                           |  | 764                                       |  | 13,826                               |  | 14,590                              |  | 14,829                                       |  | 610                         
|                                        |  |                                    |  |                                 |  |                                           |  |                                      |  |                                     |  |                                              |  |                             

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The Increase in Total Subsidiary Debt from 31 December 2002 is £610

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EXHIBIT A

AMENDMENTS

§1    Amendment to Section 9.8 of the Existing Note Purchase Agreement.Section 9.8 of the Existing
Note Purchase Agreement is hereby amended by amending and restating Section 9.8 to read, in its entirety, as follows:

"9.8 Committed External Financing.

Until the Normalization Date, the Company shall have available, at all times prior to June 30, 2004 and at all times thereafter, loan or other credit
facilities (other than letter of credit or documentary credit facilities) pursuant to a written commitment by a bank or other financial institution in an aggregate amount of at least
£30,000,000 for which the period until maturity or termination (or reduction below £30,000,000) of such commitment and the borrowings thereunder have (or may be extended, at
the Company's option, so as to have), on June 30, 2004 and on each June 30 until the Normalization Date, at least 364 days remaining and which are not capable of being demanded or
withdrawn at any time during such period (other than following an event of default thereunder) (such financing, the "Committed External Financing")."

§2    Amendment to Section 9.9 of the Existing Note Purchase Agreement.Section 9.9 of the Existing
Note Purchase Agreement is hereby amended by amending and restating Section 9.9 to read, in its entirety, as follows:

"9.9 Anti-Terrorism Law.

Neither the Company nor any member of the Group will:

(a)   become
a Person or entity described by Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons
Who Commit, Threaten to Commit, or Support Terrorism, Exec. Order No. 13224 66 Fed. Reg. 49,079 (2001), (the "Executive Order");

(b)   knowingly
become engaged in any dealings or transactions, or be otherwise associated, with any such Persons or entities in violation of the Executive Order; or

(c)   knowingly
engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate any of the
prohibitions set forth in any of the following laws (i) the Executive Order, (ii) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA Patriot Act), (iii) the Money Laundering Control Act of 1986, Public Law 99-570, and (iv) any
similar law relating to terrorism or money laundering enacted in the United States of America subsequent to the date of this Agreement."

§3    Amendment to Section 11(g) of the Existing Note Purchase Agreement.Section 11(g) of the Existing
Note Purchase Agreement is hereby amended by amending and restating Section 11(g) to read, in its entirety, as follows:

"(g) the
Company or any Material Subsidiary (i) ceases or threatens in writing to cease, or suspends or threatens in writing to suspend, making payments in respect of
all or any class of its debts and other obligations or ceases carrying on all or substantially all of its business, (ii) is generally not paying, or is deemed for the purpose of any law to be
unable to pay, or admits in writing its inability to pay, its debts as they become due, (iii) files, or takes any step, including a proposal or convening a meeting, or consents by answer or
otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,
reorganization, readjustment of debt, dissolution, liquidation,

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administration,
moratorium, composition, assignment, arrangement with any of its creditors, or other similar law of any jurisdiction, or commences a voluntary winding-up or dissolution or
applies to a court or any registrar for an administration order under the Insolvency Act or any similar statute, (iv) makes an assignment for the benefit of its creditors or proposes or enters
into any negotiations with one or more of its creditors with a view to the readjustment or rescheduling of all or any class of its indebtedness by reason of financial difficulties, or proposes or
enters into any composition, scheme of arrangement or other arrangement for the benefit of its creditors generally or any class of creditors, (v) consents to the appointment of a custodian,
receiver, administrative receiver, administrator, supervisor, liquidator, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property,
(vi) is adjudicated as bankrupt or insolvent or to be liquidated, or (vii) takes corporate action for the purpose of any of the foregoing including, without limitation, convening a
meeting of the shareholders, directors or other officers of the Company or a Material Subsidiary for the purpose of considering any resolution for, to petition for, or to file documents with a court
or any registrar for its winding-up or its administration or dissolution or any such resolution is passed; or"

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