Exhibit 4.8  CONFORMED COPY   Dated 15 December 2005   SPIRENT PLC AND OTHERS  and  HARWICH BETA S.ÀR.L   SHARE AND BUSINESS SALE AGREEMENT  relating to the companies and businesses
comprising the Network Products Division of Spirent plc      One Silk Street London EC2Y 8HQ   Telephone (44
20) 7456 2000 Facsimile (44
20) 7456 2222  Ref Shane
Griffin/Matthew Bland


Share and Business Sale Agreement  This Agreement is made on 15 December 2005 between:  (1)Spirent plc, a company incorporated in England and
Wales whose registered office is at Spirent House, Crawley Business Quarter,
Fleming Way, Crawley, West Sussex, England RH10 9QL (the Seller);  (2)Each of the Share Sellers whose names are set out in Schedule 1 (together
with the Seller, the Relevant Sellers);
and  (3)Harwich Beta S.àr.l., a société à responsabilité limitée
incorporated under the laws of Luxembourg by deed of notary Henri Hellinckx on
14 December 2005 and in the process of registration (the Purchaser).  Whereas:  (A)the
Relevant Sellers have agreed to sell the Group (as defined below) and to assume
the obligations imposed on the Relevant Sellers under this Agreement; and  (B)the Relevant Purchasers have agreed to purchase the Group and to assume
the obligations imposed on the Relevant Purchasers under this Agreement.  It is agreed as follows:  1Interpretation  In this Agreement, unless the context
otherwise requires, the provisions in this Clause 1 apply:  1.1Definitions  Accounts
means the unaudited aggregated accounts of the Group Companies (other than TCJ)
and the Group Businesses as at and for the twelve-month period ended on the
Accounts Date, a copy of which is disclosed in the Data Room at document
reference Grp.01.04.101;  Accounts
Date means 31 December 2004 (except for the purposes of paragraph
2.1.2 of Schedule 12 in respect of TCJ where the Accounts Date shall be 31
March 2005);  Agreed
Terms means, in relation to a document, such document in the terms
agreed between the Seller and the Purchaser and signed for identification by or
on behalf of the Seller and the Purchaser with such alterations as may be
agreed in writing between the Seller and the Purchaser from time to time;  Assumed
Liabilities means the liabilities of the Seller (other than the
Excluded Liabilities) to be assumed by the Business Purchasers under or
pursuant to Clause 2.3.3 and Assumed
Liability means any one of them;  Base Net
Assets means the amount of the net assets of the Group as set out
in the Base Net Asset Statement;  Base Net Asset Statement
means the statement set out in paragraph 1 of Schedule 11;  Business
Assets means all the property, rights and assets agreed to be sold
under Clause 2.3.1 of this Agreement or any relevant Local Transfer Document;  1


Business
Day means a day which is not a Saturday, a Sunday or a public
holiday in England and Wales, Frankfurt and New York;  Business
Intellectual Property means all rights and interests owned by the
Seller or other members of the Sellers Group in Intellectual Property
(including Business Know-how) which at or immediately before Closing is used
primarily in relation to the Group Businesses or the Group Companies, including
the Intellectual Property details of which are set out in Schedule 4;  Business
Know-how means all rights and interest owned by the Seller in
Know-how which at or immediately before Closing is used primarily in relation
to the Group Businesses;  Business
Freehold Properties means the freehold properties set out in Part
2.1(A) of Schedule 3 and Business Freehold
Property means any one of them;  Business Leasehold
Properties means the leasehold properties set out in Part 2.1(B) of
Schedule 3 and Business Leasehold Property means
any one of them;  Business
Properties means the Business Freehold Properties and the Business
Leasehold Properties and Business Property
means any one of them;  Business
Purchaser means, in relation to each of the Group Businesses
referred to in column (2) of Part 2 of Schedule 1, the company whose name is
set out opposite that Group Business in column (3);  Business
Receivables means the book and other debts receivable by or owed to
the Seller in relation to the Group Businesses at Closing whether or not yet
due or payable (including, without limitation, trade debts, deposits,
prepayments, retrospective rebates and overpayments) and interest thereon but
excluding:  (i)debts
owed to the Seller by any employee who is not a Relevant Employee;  (ii)debts
owed to the Seller by any relevant Tax Authority in respect of Taxation other
than in respect of PAYE and national insurance contributions (or equivalent
employment taxes in any relevant jurisdiction outside the United Kingdom) and VAT
which may be repayable to any of the Group Businesses to the extent that such
repayments relate to any period or part period from the end of the period to
which:  (a)the last return filed (or which should
have been filed) on the Last Filing Date relates (or would have related), in
the case of VAT; or  (b)the last deduction of PAYE and
deduction and/or payment of national insurance contributions (or equivalent
employment taxes in any relevant jurisdiction outside the United Kingdom) made
and accounted for (or which should have been made and accounted for) by or on
behalf of the relevant Group Business relates,  to (and including) the Closing Date and are
taken into account in the preparation of the Net Asset Statement;  (iii)any
item which falls to be treated as part of the Cash Balances held by or on
behalf of the Seller at close of business on the Closing Date exclusively in
relation to the Group Businesses, or of which any part so exclusively relates,
save to the extent provided for in the Net Asset Statement; and  2


(iv)debts
owed to the Seller but which are not included in any Net Asset Statement;  Business Stock means the
stock-in-trade and work-in-progress owned or agreed to be acquired by the
Seller in relation to the Group Businesses at Closing, wherever held;  Cash
Balances means cash in hand or credited to any account with a
financial institution and securities with a maturity of less than one year
which are readily convertible into cash;  Claims
means all rights and claims of the Seller arising at any time whether before or
after Closing primarily in relation to any of the Business Assets or any
Assumed Liability (but excluding any rights or claims under insurance policies)
and Claim means any one of them;  Closing
means the completion of the sale pursuant to Clauses 6.1, 6.2 and 6.3 and the
Local Transfer Documents;  Closing
Amount has the meaning given in Clause 3.1(i);  Closing
Date means the date on which Closing takes place;  Companies
means the companies, details of which are set out in paragraph 1 of Schedule 2
and Company means any one of
them;  Confidentiality
Agreement means the confidentiality agreement dated 13 October 2005
between the Seller and Doughty Hanson & Co IV Ltd pursuant to which the
Seller made available to the Purchaser certain confidential information
relating to the Group;  Consultancy
Agreement means an agreement, other than a contract of employment
with a Group Company or the Seller, pursuant to which an individual provides
services;  Consultant
means an individual providing services to a Group Company or the Seller
pursuant to a Consultancy Agreement on a rate of annual fee (on the basis of a
full time consultancy) in excess of £100,000 or local equivalent;  Contracts
means all contracts, undertakings, arrangements and agreements entered into on
or prior to Closing by or on behalf of the Seller in relation to the Group
Businesses including, without prejudice to the generality of the foregoing, the
Licence Agreements and lease documents under which the Business Leasehold
Properties are held but excluding:  (i)employment and other
agreements with Relevant Employees; and  (ii)contracts
of insurance relating to the Group Businesses,  and Contract
means any one of them;  Current TCJ Shareholding
means the shares in TCJ owned by the Seller as at the date of this Agreement;  Data Room
means the data room containing documents and information relating to the Group
made available by the Seller at the e-data room operated by Merrill Corporation
the contents of which are listed in Schedule 1 to the Disclosure Letter;  Disclosure
Letter means the letter dated on the same date as this Agreement
from the Seller to the Purchaser disclosing:  (i)information
constituting exceptions to the Sellers Warranties; and  (ii)details
of other matters referred to in this Agreement;  3


Draft Net
Asset Statement has the meaning given to it in Clause 7.1;  Encumbrance
means any claim, charge, mortgage, lien, option, equity, power of sale,
hypothecation, usufruct, retention of title, right of pre-emption, right of
first refusal or other third party rights or security interest of any kind or
an agreement, arrangement or obligation to create any of the foregoing;  Environment,
Environmental Law and Environmental Permit have the meanings given to them in
paragraph 9.1 of Schedule 12;  Excluded Assets
means the property, rights and assets referred to in Clause 2.3.2;  Excluded Employee
has the meaning given in paragraph 4 of Part 1 of Schedule 6;  Excluded
Liabilities means the liabilities referred to in Clauses 2.3.4 and
2.3.5;  Goodwill
means the goodwill of the Seller in relation to the Group Businesses as at
Closing together with the exclusive right (so far as the Seller can grant the
same) for the Business Purchasers to represent themselves as carrying on the
business of the Group under the name HellermannTyton or any other similar
name in succession to the Seller;  Group
means the Group Companies and the Group Businesses;  Group
Businesses means the
unincorporated businesses of HellermannTyton Plymouth, HellermannTyton
Aldridge, HellermannTyton Manchester and all other business conducted by the
Seller under the HellermannTyton name in the United Kingdom and the Republic of
Ireland being sold under this Agreement and the Local Transfer Documents,
particulars of which are contained in Part 2 of Schedule 1 and Group Business means any one of them;  Group
Companies means the Companies and the Subsidiaries and Group Company means any one of them;  Group
Employees means those employees of the Group Companies and the
Seller who are immediately prior to Closing employed in the Group (other than
any specifically excluded by agreement with the Purchaser);  Group
Retirement Benefit Arrangements has the meaning given to it in
paragraph 7.7.1 of Schedule 12;  Hazardous
Substances has the meaning given to it in paragraph 9.1 of Schedule 12;  Individual Accounts
means the accounts of each Group Company as at and for the twelve month period
ended on the Accounts Date, copies of which are disclosed in the Data Room at
document references Argentina Grp.01.04.003, Australia Grp.01.04.007, Brazil
Grp.01.04.011, Canada Grp.01.04.015, HT CEE Grp.01.04.019, China Grp.01.04.023,
HellermannTyton Data Grp.01.04.027, HT Engineering Grp.01.04.031, France
Grp.01.04.035, Germany Grp.01.04.039, Spain Grp.01.04.043, Ireland
Grp.01.04.047, Italy Grp.01.04.051, Netherlands Grp.01.04.053, South Africa
Grp.01.04.061, Singapore Grp.01.04.065, Sweden Grp.01.04.069 and USA
Grp.01.04.077 and all notes and reports attached thereto;  Intellectual
Property means registered and unregistered trade and service marks,
trade names, domain names, get-up, logos, patents, inventions (whether
patentable or not), moral rights, registered and unregistered design rights,
copyrights, semi-conductor topography rights, database rights, Know-how and all
other similar rights in any part of the  4


world including, where such rights are
obtained or enhanced by registration, any registration of such rights and
applications and rights to apply for such registrations;  Intra-Group
Payables means all outstanding loans or other financing liabilities
or obligations (including, for the avoidance of doubt, dividends and payables
in the ordinary course of trading) owed by a Group Company to a member of the
Sellers Group as at the close of business on the Closing Date;  Intra-Group
Receivables means all outstanding loans or other financing
liabilities or obligations (including, for the avoidance of doubt, dividends
and receivables in the ordinary course of trading) owed by a member of the
Sellers Group to a Group Company as at the close of business on the Closing
Date;  JPY means the
lawful currency for the time being of Japan;  Know-how
means all know-how, trade secrets, confidential and proprietary industrial and
commercial information and techniques in any form including (without
limitation) drawings, formulae, test results, reports, project reports and
testing procedures, instruction and training manuals, tables of operating
conditions, market forecasts, lists and particulars of customers and suppliers;  Last Filing Date
means, in relation to each Group Business, the date of:  (i)the
last monthly return made (or which should have been made) prior to Closing by
or on behalf of the relevant Group Business in relation to VAT; and  (ii)the
last date prior to Closing on which deduction for or on account of PAYE and
deduction and/or payment of national insurance contributions (or equivalent
employment taxes in any relevant jurisdiction outside the United Kingdom) was
made and accounted for to the relevant Tax Authority (or should have been made
and so accounted for) by or on behalf of the relevant Group Business under the
Group Businesss existing PAYE and national insurance systems (or equivalent
systems in any relevant jurisdiction outside the United Kingdom) in accordance
with the rules of the relevant system and published practice in respect thereof
or past practice agreed with the relevant Tax Authority;  Licence
Agreements means all licence agreements, including (without
limitation) computer software licence agreements, entered into on or prior to
Closing by the Seller primarily in relation to the Group Businesses, to the
extent that at Closing the same remain to be completed or performed or remain
in force, including the licence agreements, brief details of which are set out
in Part 2 of Schedule 4;  Local
Transfer Document has the meaning given to it in Clause 2.6.1;  Losses
means all losses, liabilities, costs (including without limitation legal costs
and experts and consultants fees), charges, expenses, actions, proceedings,
claims and demands;  Moveable
Assets means the plant and machinery, vehicles and other equipment
owned by the Seller and used primarily in relation to the Group Businesses at
Closing including those items which are specified in the Disclosure Letter;  Net Asset
Adjustment means the amount by which the Net Assets exceed the Base
Net Assets (such amount being expressed as a positive figure) or the amount by
which the Net  5


Assets are less than the Base Net Assets (such
amount being expressed as a negative figure);  Net Assets
means the amount of the net assets of the Group as at the Closing Date set out
in the Net Asset Statement which shall, for the avoidance of doubt, include
Cash Balances of the Group Companies as at the Closing Date;  Net Asset
Statement means the statement to be prepared by the Seller in
accordance with Clause 7 and Schedule 11;  Other Confidentiality
Agreements means any confidentiality agreements in favour of the
Seller from any other potential purchaser of the assets to be sold hereunder;  Properties
means the properties brief details of which are set out in Parts 1 and 2 of
Schedule 3 in which the Seller or any Group Company has an interest and which
in either case are material to the business of the Group and Property means any one of them;  Purchase
Price has the meaning given to it in Clause 3.1;  Purchasers
Group means the Purchaser and its subsidiaries from time to time;  Purchasers
Lawyers means Skadden, Arps, Slate, Meagher & Flom (UK) LLP of
40 Bank Street, Canary Wharf, London E14 5DS;  Registered
Intellectual Property means such of the Business Intellectual
Property as is registered or the subject of applications for registration in
any patent, trade mark or other Intellectual Property registry anywhere in the
world;  Relevant
Employees means those employees of the Group who are, immediately
prior to Closing, employed in the Group Businesses and Ewan Wilson (other than
any specifically excluded by agreement with the Relevant Purchasers) and Relevant Employee means any one of them;  Relevant Purchasers
has the meaning given to it in Clause 2.5.1;  Reporting
Accountants means a firm of accountants to be agreed by the Seller
and the Purchaser within seven days of a notice by one to the other requiring
such agreement or failing such agreement to be nominated on the application of
either of them by or on behalf of the President for the time being of the
Institute of Chartered Accountants in England and Wales;  Securities
Act means the US Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder;  Sellers
Group means the Seller and its
subsidiaries from time to time (excluding for the purposes of the definitions
of Business Intellectual Property, Intra-Group Payables and Intra-Group
Receivables the Group Companies);  Sellers
Intellectual Property means all
rights and interest held by any of the Group Companies or the Seller in
Intellectual Property (whether as owner, licensee or otherwise) which at or
immediately before Closing is used primarily in relation to the Group;  Sellers
Lawyers means Linklaters of One Silk Street, London EC2Y 8HQ;  Sellers
Material IP means such of the Sellers Intellectual Property as is
material to the business of the Group, or any Group Company or Group Business;  6


Sellers
Warranties means the warranties given by the Seller and the
Relevant Sellers pursuant to Clause 9 and Schedule 12 and Sellers Warranty means any one of them;  Senior
Employees means the employees listed in Part 3 of Schedule 6 and Senior Employee means anyone of them;  Share
Purchaser means, in relation to each of the Companies referred to
in column (2) of Part 1 of Schedule 1, the company whose name is set out
opposite that Company in column (4);  Shares
means the shares in the capital of the Companies and any quotas specified in
Part 1 of Schedule 1;  Share
Seller means, in relation to each of the Companies referred to in
column (2) of Part 1 of Schedule 1, the company whose name is set out opposite
that Company in column (1);  Subsidiaries
means the companies listed in paragraph 2 of Schedule 2 and Subsidiary means any one of them;  Taxation
or Tax means all forms of
taxation whether direct or indirect and whether levied by reference to income,
profits, gains, net wealth, asset values, turnover, added value or other
reference and statutory, governmental, state, provincial, local governmental or
municipal impositions, duties, contributions, rates and levies (including
without limitation social security contributions and any other payroll taxes),
whenever and wherever imposed (whether imposed by way of a withholding or
deduction for or on account of tax or otherwise) and in respect of any person
and all penalties, charges, costs and interest relating thereto;  Tax
Authority means any taxing or other authority competent to impose
any liability in respect of Taxation or responsible for the administration
and/or collection of Taxation or enforcement of any law in relation to
Taxation;  Tax
Indemnity means the deed of covenant against Taxation in the Agreed
Terms to be entered into at Closing;  Tax Warranties
means the warranties set out at paragraph 13 of Schedule 12 and to the extent
relevant to any Taxation matter, at paragraphs 6.1, 8.2, 11.1, 11.2 and 11.3 of
Schedule 12;  TCJ
means Tyton Company of Japan, Limited details of which are set out in Schedule
2;  TCJ
Accounts means the audited accounts of TCJ for the twelve-month
period ended on the TCJ Accounts Date, a copy of which is disclosed in the
financial index of the Data Room at document reference T2.Jap.05.02.004;  TCJ
Accounts Date means 31 March 2005;  TCJ
Distribution Agreement means the distribution agreement to be
entered into at Closing between TCJ and Kyoritsu Electric Industries Company
Limited pursuant to the TCJ Option Agreement;  TCJ Option
Agreement means the share purchase option agreement dated 1 August
2005 between Kyoritsu Electric Industries Company Limited, Sansei Bussan
Company Limited and the Seller;  7


TCJ
Sellers means Kyoritso Electric Industries Company Limited and
Sansei Bussan Company Limited;  TCJ Supply
Agreement means the supply agreement to be entered into between TCJ
and Sansei Bussan Company Limited pursuant to the TCJ Option Agreement;  Third
Party Consents means all consents, licences, approvals, permits,
authorisations or waivers required from third parties for the assignment or
transfer to the relevant Business Purchaser of any of the Contracts and Third Party Consent means any one of them;  Transfer Regulations
means the Transfer of Undertakings (Protection of Employment) Regulations 1981
and/or the European Communities (Protection of Employees on Transfer of
Undertakings) Regulations 2003 in Ireland and/or Council Directive 2001/2/EC;  US
or United States means the
United States of America, its territories and possessions, any state of the
United States and the District of Columbia;  US Company
means HellermannTyton Corporation details of which are set out in Schedule 2;  US Shares
means the shares in the US Company which are to be transferred to a Relevant
Purchaser pursuant to this Agreement; and  VAT
means within the European Union such Tax as may be levied in accordance with
(but subject to derogations from) the Directive 77/338/EEC and outside the
European Union any Taxation levied by reference to added value or sales.  1.2Rights of the Seller and the Purchaser  1.2.1The Seller and the Relevant Sellers
agree that where any right is given to the Seller under this Agreement, such
right shall be exercisable exclusively by the Seller and any such exercise
shall be binding on the Relevant Sellers.  1.2.2The Purchaser and the Relevant
Purchasers agree that where any right is given to the Purchaser under this
Agreement, such right shall be exercisable exclusively by the Purchaser and any
such exercise shall be binding on the Relevant Purchasers.  1.3Shares  References to shares shall
include, where relevant, quotas.  1.4Singular, plural, gender  References to one gender include
all genders and references to the singular include the plural and vice versa.  1.5References to persons and companies  References to:  1.5.1a person include any company,
partnership or unincorporated association (whether or not having separate legal
personality); and  1.5.2a company include any company,
corporation or any body corporate, wherever incorporated.  8


1.6References to subsidiaries and holding companies  A company is a subsidiary of another company (its holding company) if that other company,
directly or indirectly, through one or more subsidiaries:  1.6.1holds a majority of the voting rights
in it;  1.6.2is a member or shareholder of it and
has the right to appoint or remove a majority of its board of directors or
equivalent managing body;  1.6.3is a member or shareholder of it and
controls alone, pursuant to an agreement with other shareholders or members, a
majority of the voting rights in it; or  1.6.4has the right to exercise a dominant
influence over it, for example by having the right to give directions with
respect to its operating and financial policies, with which directions its
directors are obliged to comply.  1.7Schedules, etc.  References to this Agreement shall
include any Recitals and Schedules to it and references to Clauses and
Schedules are to Clauses of, and Schedules to, this Agreement. References to
paragraphs and Parts are to paragraphs and Parts of the Schedules.  1.8Information  References to books, records or
other information mean books, records or other information in any form
including paper, electronically stored data, magnetic media, film and
microfilm.  1.9Legal Terms  References to any English legal
term shall, in respect of any jurisdiction other than England and Wales, be
construed as references to the term or concept which most nearly corresponds to
it in that jurisdiction.  1.10Currency Conversion  1.10.1For the purposes of this Clause 1.10:  Conversion
Rate means the spot closing mid-point rate for a transaction
between the two currencies in question on the date immediately preceding the
Relevant Date as quoted by the Financial Times, London edition or, if no such
rate is quoted on that date, on the preceding date on which such rates are
quoted; and  Relevant
Date means, save as otherwise provided in this Agreement, the date
on which a payment or an assessment is to be made, save that, for the following
purposes, the date shall mean:  (i)for the purposes of Clause 3.1(i), the Closing
Date;  (ii)for the purposes of Clause 5.1 (The Relevant
Sellers Obligations in Relation to the Conduct of Business), the date of this
Agreement;  (iii)for the purposes of Clause 10 (Limitation of
Relevant Sellers Liability), the date a claim is made in accordance with
Clause 10; and  9


(iv)for the purposes of Schedule 12 (Warranties given
under Clause 9.1), the date at which the relevant Sellers Warranty is
expressed to be true and accurate.  1.10.2Any amount to be converted from one
currency into another currency for the purposes of this Agreement shall be
converted into an equivalent amount at the Conversion Rate prevailing at the
Relevant Date.  2Agreement to Sell the
Group  2.1Sale and Purchase of the Group  On and subject to the terms of
this Agreement and the Local Transfer Documents:  2.1.1the Relevant Sellers (each as to the
Shares or Group Businesses set out against its name in Schedule 1) agree to
sell and in the case of Spirent plc to sell or procure the sale of the shares
in TCJ held by the TCJ Sellers as at the date of this Agreement; and  2.1.2the Relevant Purchasers (each as to the
Shares or Group Businesses set out against its name in Schedule 1) agree to
purchase,  the whole of the Group as a going
concern, in each case on the basis that the same covenants shall be deemed to
be given by the Seller on Completion as are implied since Part 1 of the Law of
Property (Miscellaneous Provisions) at 1994 where a disposition is expressed to
be made with full title guarantee.  2.2Sale of the Shares  2.2.1The Shares shall be sold free from Encumbrances and together
with all rights and advantages attaching to them as at Closing (including,
without limitation, the right to receive all dividends or distributions
declared, made or paid on or after Closing).  2.2.2The Relevant Sellers shall procure that
on or prior to Closing any and all rights of pre-emption over the Shares are
waived irrevocably by the persons entitled thereto.  2.2.3Each Relevant Seller shall procure
that, to the extent it is not the sole shareholder in any Group Company, the
other shareholders in such Group Company shall transfer their shares to the
appropriate Relevant Purchaser or to its nominee or otherwise hold such shares
on trust or to the order of such Relevant Purchaser or its nominee for no
additional consideration.  2.3Sale of the Group Businesses  2.3.1There shall be included in the sale of
the Group Businesses under this Agreement or, where relevant, the Local
Transfer Documents free of all Encumbrances:  (i)the Business Stock;  (ii)the Business Properties (on the terms set out in
Schedule 3);  (iii)the Business Intellectual Property used primarily
in relation to the Group Businesses (on the terms set out in Schedule 4);  (iv)the Goodwill;  10


(v)the Moveable Assets;  (vi)the rights of the Sellers Group arising under the
Contracts (on the terms set out in Schedule 5);  (vii)the benefit (so far as the same can lawfully be
assigned or transferred to the Relevant Purchasers) of the Claims;  (viii)the benefit (so far as the same can lawfully be assigned
or transferred to the Relevant Purchasers) of any claim or right to make a
claim under an insurance policy to the extent such claim relates primarily to
any Business Asset or Assumed Liability, but not to the extent that any such
claim relates to any Losses which have been made good prior to Closing or to
the extent that such Losses are to be reflected in the Net Asset Statement or
are the subject of an indemnity by the Relevant Sellers to the Relevant
Purchasers under this Agreement, any Local Transfer Document or the Tax
Indemnity;  (ix)the Business Receivables;  (x)the rights of the Sellers Group arising under the Other Confidentiality
Agreements other than all rights of the Sellers Group relating to or in
connection with any restrictions on parties to those agreements from acquiring
interests in the share capital of the Seller in certain circumstances and
related obligations under Clause 9 of such agreements (or where such provisions
do not appear in Clause 9 of such agreements under any provisions similar
thereto in such agreements) on purchasing shares in the Seller; and  (xi)all rights of the Seller under the other property,
rights and assets owned by the Seller and used, enjoyed or exercisedprimarily in relation to the Group Businesses at Closing
(other than any property, rights and assets of the Group Businesses expressly
excluded from the sale under this Agreement).  Provided that, in relation to (i),
(iii), (v) and (vi) above, to the extent that the Sellers interest in Business
Stock, Business Intellectual Property, Moveable Assets and the rights of the
Sellers Group arising under the Contracts primarily relates to the provision
of insurance, treasury, group financial and other central management and
pension provision services then that Business Stock, Business Intellectual
Property, Moveable Assets and the rights of the Sellers Group arising under
the Contracts shall be excluded from the sale under this Agreement.  2.3.2There shall be excluded from the sale
of the Group Businesses under this Agreement and the Local Transfer Documents
the following:  (i)the Cash Balances held by or on behalf of the
Seller on Closing in relation to the Group Businesses;  (ii)the benefit of any claim under an insurance policy
not referred to in Clause 2.3.1(viii);  (iii)debts due from any relevant Tax Authority in
respect of Taxation other than debts in respect of PAYE and national insurance
contributions (or equivalent employment taxes in any relevant jurisdiction
outside the United Kingdom) and VAT falling within limb (ii) of the definition
of Business Receivables; and  11


(iv)any Business Assets specifically excluded by the
terms of this Agreement.  2.3.3The Seller agrees to transfer (to the
extent it is able so to do) and the Business Purchasers agree to accept the
transfer of, and to assume, duly and punctually pay, satisfy, discharge,
perform or fulfil (transfer), all
liabilities of the Seller as at Closing to the extent that they relate to the Group
Businesses and which were incurred by the Seller in relation to the Group
Businesses and the Business Properties operated at any time prior to Closing.
For the purpose of this Clause 2.3.3, liabilities means all liabilities,
duties and obligations of every description, whether deriving from contract,
common law, statute or otherwise, whether present or future, actual or
contingent, ascertained or unascertained or disputed and whether owed or
incurred severally or jointly or as principal or surety.  2.3.4Clause 2.3.3 shall not apply to, and no
Business Purchaser shall be obliged to accept the transfer of and to assume,
duly and punctually pay, satisfy, discharge, perform or fulfil:  (i)any liability expressly reserved to the Seller
under this Agreement or any Local Transfer Document or the Tax Indemnity;  (ii)any liability to Taxation other than as to PAYE
(or other equivalent taxes in any relevant jurisdiction outside the United
Kingdom) and VAT in each case relating to any period or part period from the
end of the period to which:  (a)the last return filed (or which should have been
filed) on the Last Filing Date relates (or would have related), in the case of
VAT; or  (b)the last deduction of PAYE and deduction and/or
payment of national insurance contributions (or equivalent employment taxes in
any relevant jurisdiction outside the United Kingdom) made and accounted for
(or which should have been made and accounted for) by or on behalf of the
relevant Group Business relates,  to (and including) the Closing
Date, to the extent that such PAYE and national insurance contributions (or
equivalent employment taxes in any relevant jurisdiction outside the United
Kingdom) and VAT are taken into account in the preparation of the Net Asset
Statement; and  (iii)any liability to the extent it relates to an
Excluded Asset,  (together, the Excluded Liabilities).  2.3.5To the extent the Seller has entered
into any foreign exchange contracts for or on behalf of the Group, such
contracts shall not be Contracts and any rights or obligations thereunder shall
not be Business Assets or Business Receivables or Assumed Liabilities (and
shall remain rights and obligations of the Seller and to the extent relevant be
Excluded Liabilities).  2.4Relevant Employees and Group Retirement Benefit Arrangements  2.4.1The provisions of Schedule 6 shall
apply in respect of the Relevant Employees.  2.4.2The provisions of Schedule 7 shall
apply in respect of the Group Retirement Benefit Arrangements.  12


2.5Relevant Purchasers  2.5.1The Purchaser shall be entitled to
nominate, by notice in writing to the Seller as soon as practicable and in any
event prior to 31 January 2006, one or more Relevant Purchasers to purchase the
Shares and/or the Group Businesses (and to assume the Assumed Liabilities) or
any part thereof. Schedule 1 shall be deemed to be amended accordingly so as to
give effect to any such nomination. To the extent no Relevant Purchaser is
nominated at the expiry of such period and no Relevant Purchaser is specified
in Schedule 1, the Purchaser shall be the Relevant Purchaser and Schedule 1
shall be deemed to be amended accordingly.  2.5.2Any Relevant Purchaser nominated
pursuant to Clause 2.6.1 shall be a wholly-owned member of the Purchasers
Group whose obligation to any Relevant Seller under any Local Transfer Document
shall be guaranteed by the Purchaser in the terms set out in Clause 13.2.  2.6Local Transfer Documents  2.6.1On Closing, the Relevant Sellers and
the Relevant Purchasers shall execute or procure the execution of such
agreements, transfers, conveyances and other documents (subject to the relevant
local law and otherwise as may be agreed between the Seller and the Purchaser)
to give effect to and implement the transfer of (i) the Shares and (ii) the
Group Businesses on Closing pursuant to this Agreement (the Local Transfer Documents and each, a Local Transfer Document).  2.6.2To the extent that the provisions of a
Local Transfer Document are inconsistent with or (except to the extent they
implement a transfer in accordance with this Agreement) additional to the
provisions of this Agreement:  (i)the provisions of this Agreement shall prevail;
and  (ii)so far as permissible under the laws of the relevant
jurisdiction, the Seller and the Purchaser shall procure that the provisions of
the relevant Local Transfer Document are adjusted, to the extent necessary to
give effect to the provisions of this Agreement or, to the extent this is not
permissible, the Seller shall indemnify the Purchaser against all Losses
suffered by the Relevant Purchasers or, as the case may be, the Purchaser shall
indemnify the Seller against all Losses suffered by the Relevant Sellers, in
either case through or arising from the inconsistency between the Local
Transfer Document and the Agreement or the additional provisions (except to the
extent they implement a transfer in accordance with this Agreement).  2.6.3If there is an adjustment to the
payment made on account of the Purchase Price under Clause 7.3 which relates to
a part of the Group which is the subject of a Local Transfer Document, then, if
required to implement the adjustment and so far as permissible under the laws
of the relevant jurisdiction, the Relevant Seller and the Relevant Purchaser
shall enter into a supplemental agreement reflecting such adjustment and the
allocation of such adjustment.  2.6.4No Relevant Seller shall bring any
claim against any Relevant Purchaser in respect of or based upon the Local
Transfer Documents save to the extent necessary to implement any transfer of
the Shares or Group Businesses in accordance with this Agreement as to preserve
its rights hereunder.  13


2.6.5No Relevant Purchaser shall bring any
claim against any Relevant Seller in respect of or based upon the Local
Transfer Documents save to the extent necessary to implement any transfer of
the Shares or Group Businesses in accordance with this Agreement as to preserve
its rights hereunder.  3Consideration  3.1Amount  The aggregate consideration for
the purchase of the Group under this Agreement and the Local Transfer Documents
(the Purchase Price) shall be an
amount in cash equal to the aggregate of:  3.1.1£301.65 million (the Closing Amount), allocated as set out in
column (4) of paragraph 1 of Schedule 8, save that in the event that as
provided for in Clause 7.4.1 the Purchaser shall acquire the Current TCJ
Shareholding, the Closing Amount shall be reduced by JPY5,252,360,000 with the
amount allocated to the Shares in TCJ in Schedule 8 being reduced accordingly;  plus  3.1.2the Net Asset Adjustment, provided that
the maximum amount payable by the Relevant Purchasers to the Relevant Sellers
by way of Net Asset Adjustment shall be subject to a maximum amount of £22.5
million (and for the avoidance of doubt there shall be no maximum amount
payable by the Relevant Sellers to the Relevant Purchasers by way of Net Asset
Adjustment).  3.2Allocation of Purchase Price  3.2.1The Purchase Price shall be allocated
in accordance with Schedule 8 and the Relevant Sellers and the Relevant
Purchasers shall adopt that allocation for all Tax purposes.  3.2.2The Purchaser agrees that the amount of
the Purchase Price allocated to the Shares in TCJ held by the TCJ Sellers is
JPY5,252,360,000 subject to completion of the purchase of the TCJ Shares
pursuant to the TCJ Option Agreement.  3.3VAT  3.3.1The Relevant Sellers and the Relevant
Purchasers agree that the consideration given under this Agreement in respect
of the sale of the Group Businesses and the Shares is exclusive of any VAT in
respect of which the provisions of Schedule 9 shall apply. The Relevant
Purchasers shall use all reasonable endeavours (including for the avoidance of
doubt the making of or the refraining from, as the case may be, any election or
application in respect of VAT to any Tax Authority) to ensure that the sale of
the Group Businesses is treated as contemplated by the provisions of Schedule 9
to this Agreement. To the extent that VAT is so chargeable then the Relevant
Purchasers shall, against delivery of a VAT invoice (or equivalent, if any)
which fulfils the requirements for a VAT refund, to the extent legally possible
in the respective jurisdiction, in addition to any amount expressed in the
Agreement to be payable by the Relevant Purchasers, pay to the Relevant Sellers
such VAT (including any penalties and interest, other than penalties or
interest arising solely from the failure of a Relevant Seller to account promptly
for VAT to any relevant Tax Authority following that Relevant Seller having
been placed  14


in the appropriate amount of funds for that purpose by a Relevant
Purchaser) in accordance with Schedule 9. The Relevant Sellers shall be obliged
to provide the Relevant Purchasers with any documents reasonably necessary in
order to obtain a refund of any VAT paid by the Relevant Purchasers in addition
to the consideration under this Agreement.  3.3.2Where under
the terms of this Agreement one party is liable to indemnify or reimburse
another party in respect of any costs, charges or expenses, the payment will
include an amount equal to any VAT thereon not otherwise recoverable by the
other party, subject to that party using all reasonable endeavours to recover
such amount of VAT as may be practicable.  3.4Reduction of the Purchase Price  3.4.1If any payment is made by any Relevant
Seller to any Relevant Purchaser in respect of any claim for any breach of this
Agreement or any Local Transfer Document or pursuant to an indemnity under this
Agreement or the Tax Indemnity, the payment shall be made by way of adjustment
of the consideration paid by the Relevant Purchaser for the particular category
of Business Asset or Shares (if any) to which the payment and/or claim relates
under this Agreement, provided always that such consideration shall not be
reduced to a negative amount, and to the extent that it would be so reduced,
the relevant payment shall be allocated rateably to the relevant Business
Assets and/or Shares by reference to the proportions in which the Purchase
Price is allocated to them in accordance with Schedule 8, and in each case the
Purchase Price shall be deemed to be reduced by the amount of such payment.  3.4.2If:  (i)the payment and/or claim relates to more than one
category of Business Asset or Shares, it shall be allocated in a manner which
reflects the impact of the matter to which the payment and/or claim relates,
failing which it shall be allocated rateably to the relevant Business Assets or
Shares by reference to the proportions in which the Purchase Price is allocated
in accordance with Schedule 8; or  (ii)the payment and/or claim relates to no particular
category of Business Asset or Shares, it shall be allocated rateably to all
Business Assets and Shares by reference to the proportions in which the
Purchase Price is allocated in accordance with Schedule 8,  and in each case the Purchase Price shall
be deemed to have been reduced by the amount of such payment.  4Conditions  4.1Conditions Precedent  Closing is conditional upon:  4.1.1the passing at a general meeting (or
any adjournment thereof) of the Seller of an ordinary resolution to approve the
sale of the Group in the Agreed Terms or without material amendments thereto;  15


4.1.2all required filings having been made
under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976
(as amended) and the rules and regulations thereunder and all applicable
waiting periods with respect thereto having expired or been terminated;  4.1.3as regards Germany:  (i)the German Federal Cartel Office (the Bundeskartellamt) notifying the parties within one month of
receipt of the complete notification that the conditions for a prohibition
under Section 36 paragraph 1 of the German Act Against Restriction of
Competition (GWB) are not satisfied; or  (ii)the Bundeskartellamt, having entered into in-depth
investigations pursuant to Section 40(1)(2) GWB, clearing the notified
concentration by a formal decision (Verfügung)
without imposing conditions or obligations on the parties which are not on
terms acceptable to the parties;or  (iii)the Bundeskartellamt not informing the parties
within one month from the receipt of the complete notification that it has
opened an in-depth investigation; or  (iv)the Bundeskartellamt, having entered into in-depth
investigations, not prohibiting the transaction by decision (i) within four
months of receipt of the complete notification or (ii) if the parties have
agreed to an extension of the deadline pursuant to Section 40(2)(4)(1) GWB,
until the date agreed upon by the parties;  4.1.4as regards Austria:  (i)the Bundeswettbewerbsbehörde (federal competition
authority) and Bundeskartellanwalt (federal competition prosecutor) confirming
that the agreement to purchase and sell the Group contained in Clause 2.1 (the Transaction)
is not notifiable in Austria on the grounds that gives rise to no competition
effects on the domestic market; or  (ii)the Oberlandesgericht Wien (regional court of
appeal in Vienna), in its capacity as competition court, authorising the
Transaction pursuant to §42(b)(1) or (5) KartG (competition code) without
imposing conditions or obligations on the parties which are not on terms
acceptable to the parties; or  (iii)the Oberlandesgericht Wien (regional court of
appeal in Vienna), in its capacity as competition court, not prohibiting the
merger pursuant to §42(b)(2) or (3) KartG (competition code); or  (iv)neither/none of the federal organs charged with
competition enforcement initiating an investigation into the Transaction within
the time limit prescribed in §42(b)(1) KartG (competition code);  4.1.5as regards Sweden:  (i)the Swedish Competition Authority (Sw:
Konkurrensverket) making a decision that the Transaction is not subject to
mandatory notification pursuant to Section 37 of the Swedish Competition Act
(Sw: Konkurrenslagen, SFS 1993:20); or  16


(ii)the Swedish Competition Authority making a
decision not to take any action in respect of the Transaction; or  (iii)the Swedish Competition Authority making a
decision referred to in Clause 4.1.5(b) of this Agreement conditional upon the
satisfaction of conditions or obligations that are on terms acceptable to the
parties; or  (iv)where the Swedish Competition Authority has not
made a decision referred to in Clause 4.1.5(b) of this Agreement and has not
made a decision to initiate a special investigation pursuant to Section 38 of
the Swedish Competition Act, twenty-five (25) working days having passed from
the day when a complete notification pursuant to Section 37 of the Swedish
Competition Act was submitted to the Swedish Competition Authority; or  (v)where the Swedish Competition Authority has made a
decision to initiate a special investigation pursuant to Section 38 of the
Swedish Competition Act, it deciding, if necessary following the offer of
remedies by the Purchaser consistent with Clause 4.2.1, to terminate the
investigation;  4.1.6as regards Norway:  (i)the Norwegian Competition Authority (No:
Konkurransetilsynet) issuing a declaration that the Transaction is not subject
to mandatory notification pursuant to Section 18 of the Norwegian Competition
Act (No: Konkurranseloven av 2004); or  (ii)the Norwegian Competition Authority failing,
within 15 working days after the receipt of the standardized notification, to
order the Purchaser and/or the Seller to submit a complete notification in
accordance with Section 18 paragraph 3 in the Norwegian Competition Act; or  (iii)the Norwegian Competition Authority failing to
notify the Purchaser and/or the Seller within 25 working days after the receipt
of a complete notification that it might intervene against the Transaction in
accordance with Section 20 paragraph 2 of the Norwegian Competition Act; or  (iv)where the Norwegian Competition Authority has
decided to intervene in the form of an in-depth review pursuant to Section 20
paragraph 2 of the Norwegian Competition Act, it declaring, if necessary
following the offer of remedies by the Purchaser consistent with Clause 4.2.1,
that it will not oppose the Transaction;  4.1.7as regards South Africa the Transaction
being unconditionally approved by the South African Competition Commission or
Competition Tribunal, as the case may be, or, the Transaction being approved
subject to conditions on terms acceptable to the parties;  and in Clauses 4.1.3, 4.1.4, 4.1.5 and
4.1.7 the expression on terms acceptable to the parties shall mean acceptable
to the Purchaser in relation to conditions or obligations to be imposed upon it
or the Group and shall mean acceptable to the Seller in relation to conditions
or obligations to be imposed upon it.  4.1.8there being no material adverse effect
on a Group Company or Group Business as a result of changes which alone or
together with other such changes has a material adverse impact on the assets,
trading or financial position or profits of the Group  17


taken as a whole and without regard to the rights of the Purchaser or
any Local Purchaser to recover sums under this Agreement but excluding any
effect to the extent shown to have arisen as a result of:  (i)any change after the date hereof in laws,
regulations or accountancy practises;  (ii)the acts or omissions of the Purchaser; or  (iii)any change, development, event, or effect arising
from or relating to (a) general business or economic conditions, including such
conditions giving rise to similar effects on companies in the same business as
the Group, and/or (b) financial, banking or securities markets (including any
disruption threat and any decline in the price of any security or market index.  4.2Responsibility for Satisfaction  4.2.1The parties shall use all reasonable
endeavours to ensure the satisfaction of the condition set out in Clause 4.1 as
soon as possible, provided that this shall not give rise to an obligation on
the part of any party to assume material expenditure to achieve the same or
require any party to take such action which would be likely to have such a
detrimental effect on the current or future development of the business of that
party that it would be unreasonable to expect that party to take it.  4.2.2Without prejudice to Clause 4.2.1, the
Seller undertakes to the Relevant Purchasers to procure that it will send a
circular to its shareholders as soon as practicable after the date of this
Agreement to convene the general meeting referred to in Clause 4.1.  4.2.3The Seller and the Purchaser will
co-operate with each other in the preparation of the circular referred to in
Clause 4.2.2 or any other circular issued by the Seller to its shareholders in
relation to the sale of the Group and the Purchaser shall promptly provide such
information relating to it, the Purchasers Group and any of its or their
respective directors or employees as the Seller may reasonably request.  4.2.4Without prejudice to Clause 4.2.1, the
parties agree that all requests and enquiries from any government,
governmental, supranational or trade agency, court or other regulatory body
shall be dealt with by the Seller and the Purchaser in consultation with each
other and the Seller and the Purchaser shall promptly co-operate with and
provide all necessary information and assistance reasonably required by such
government, agency, court or body upon being requested to do so by the other
and shall disclose to and consult each other over any proposal in relation to
remedies, conditions or obligations in relation to any Competition Authority.  4.3Non-Satisfaction/Waiver  4.3.1The Seller shall give notice to the
Purchaser of the satisfaction of the conditions set out in Clause 4.1 within
two Business Days of becoming aware of the same.  4.3.2If the conditions set out in Clause 4.1
are not satisfied on or before 7 March 2006 save as expressly provided,
this Agreement (other than Clauses 1, 13, 14 and 15.2 to 15.16) shall lapse and
no party shall have any claim against any other under it, save for any claim
arising from breach of any obligation contained in Clause 4.2, provided that
the Purchaser shall use all reasonable endeavours to extend the  18


period for which it has committed funds under its financing
arrangements in connection with the Transaction. Neither the Seller nor the
Purchaser may terminate this Agreement after satisfaction of the conditions in
Clause 4.1, except in accordance with this Agreement.  4.3.3In the event that the resolution
referred to in Clause 4.1.1 is not proposed or is proposed and not approved at
a general meeting (or any adjournment thereof) on or before 31 January 2006,
the Seller shall pay to the Purchaser the sum of £4 million (such amount to be
inclusive of VAT), such amount to be paid to the Purchaser no later than 5
Business Days following the date on which the resolution is rejected or if
earlier 7 February 2006.  5Pre-Closing  5.1The Relevant Sellers Obligations in Relation to the Conduct of Business  Each of the Relevant Sellers undertakes to
procure that (save as contemplated by this Agreement or any agreement entered
into pursuant to this Agreement or as set out in the Disclosure Letter) between
the date of this Agreement and Closing in relation to the Group the Seller and
the relevant Group Companies:  5.1.1shall use reasonable endeavours to
carry on the business of the Group as a going concern in the normal course in
material compliance with all laws and regulations applicable to it and in
substantially the same manner as it has been carried on prior to the date of
this Agreement, save in so far as agreed in writing by the Purchaser such
consent not to be unreasonably withheld or delayed;  5.1.2shall take all reasonable steps to
preserve and protect the Group Businesses and the business of the Group
Companies and shall notify the Purchaser in writing promptly of any material
adverse change in the Group Businesses and the business of the Group Companies;  5.1.3shall or shall procure that the
relevant members of the Sellers Group shall maintain in force all existing
insurance policies for the benefit of the Group Companies and the Seller;  5.1.4without prejudice to the generality of
Clause 5.1.1, shall not without the prior written consent of the Purchaser such
consent not to be unreasonably withheld or delayed:  (i)enter into any agreement or incur any commitment
involving any capital expenditure in excess of £100,000 per item;  (ii)enter into any agreement or incur any commitment
as between themselves or with respect to any of the Group Companies, Group
Businesses or their respective assets other than in the ordinary course of
trading;  (iii)enter into or amend any agreement or commitment
which is not capable of being terminated at any time with twelve months notice
or less or which is not in the ordinary course of business or which involves or
may involve total annual expenditure in excess of £200,000, exclusive of VAT;  (iv)acquire or dispose of, or agree to acquire or
dispose of, any material asset or inventory which is not in the ordinary course
of business or which  19


involves or may involve total
annual expenditure in excess of £200,000, exclusive of VAT;  (v)acquire or agree to acquire any share, shares or
other interest in any company, partnership or other venture other than a Group
Company;  (vi)create, allot or issue, or grant an option to
subscribe for, any share capital of any Group Company;  (vii)repay, redeem or repurchase any share capital of
any Group Company;  (viii)declare, make or pay any dividend or other
distribution to shareholders (other than lawful dividends the purpose and
effect of which is to remove Cash Balances from the Group Companies);  (ix)save as required by
law:  (a)make any material amendment to the terms and
conditions of employment (including, without limitation, remuneration, pension
entitlements and other benefits) of any Senior Employee other than in relation
to (i) an amendment to the employment contract of Steve Salmon to reduce the
notice periods thereunder as described in the summary disclosed in the Data
Room at document references Grp.07.01.001 to Grp.07.01.005; (ii) the execution
of an employment contract with Marco da Costa to reduce his current terms of
employment to writing other than in connection with the currency in which his
salary is paid (which shall be paid in Brazilian Real instead of US Dollars as
is the case at the date of this Agreement) and other than routine increases in
the ordinary course of business and consistent in material respects with past
practice which the Seller shall notify to the Purchaser as soon as reasonably
possible;  (b)dismiss any Senior Employee other than for gross
misconduct; or  (c)engage or appoint any additional employee at an
equivalent level of or higher than any Senior Employee;  (x)discontinue or amend any Group Retirement Benefit
Arrangements to any material extent or commence to wind them up or terminate
them or cause them to cease to admit new members, other than any amendments
which any of the Relevant Sellers, acting reasonably, may implement such that
the Group Retirement Benefit Arrangements comply (or will comply) with any
applicable laws in force at present or coming into force in the foreseeable
future, including applicable laws and regulations coming into force in England
and Wales in April 2006 or which any of the Relevant Sellers, acting
reasonably, may otherwise implement in consequence of such laws and
regulations;  (xi)pay any benefits to any Group Employee under any
of the Group Retirement Benefit Arrangements otherwise than in accordance with
the terms of the documents governing such arrangements (and not under any
discretionary power);  (xii)make any change to its accounting practices or
policies or amend its constitutional documents (other than in relation to
changes or amendments  20


reasonably required in connection
with the change to International Financial Reporting Standards);  (xiii)borrow any money in excess of £500,000 in the
aggregate;  (xiv)not enter into any claims or elections under the
Taxation of Chargeable Gains Act 1992 (or equivalent claims or elections under
legislation governing the Taxation of capital gains in any jurisdiction outside
the United Kingdom) which would affect the chargeable gain or allowable loss
which would arise in the event of a disposal after Closing by any Group Company
of the relevant assets in respect of which such claim or election is entered
into; or  (xv)agree or commit to do any of the foregoing or
anything which would constitute a breach of the warranties set out in
paragraphs 5, 6.1 to 6.4, 8, 9 and 12 (inclusive) of Schedule 12 (Warranties
given under Clause 9.1).  5.2Other Relevant Sellers Obligations Prior to Closing  5.2.1Without
prejudice to the generality of Clause 5.1, prior to Closing the Relevant Sellers shall, and shall procure that
the relevant Group Companies shall, allow the Relevant Purchasers and their
respective agents, upon reasonable notice, reasonable access to specifically
identified books, records and documents of or relating in whole or in part to
the Group, provided that the obligations of the Relevant Sellers under this
Clause 5.2 shall not extend to allowing access to information which is
reasonably regarded as confidential to the activities of the Seller and the
Relevant Sellers otherwise than in relation to the Group.  5.2.2After the date of this Agreement, the
Seller shall use reasonable endeavours to procure that Richard Weatherley shall
perfect the assignment of patents or patent applications registered in his name
and used by and beneficially owned by the Group.  5.3Spirent Communications  The Seller will, prior to Closing,
arrange for the transfer from Spirent GmbH (Germany) of its interest in the
business of Spirent Communications, provided that it may not arrange for the
transfer of any assets or liabilities of the Group (and for the avoidance of
doubt any Group Company) not related to the business of Spirent Communication
and that the Seller shall be responsible for, and shall indemnify the Relevant
Purchasers against any liabilities which are attributable to that business or
arise by reason of that transfer.  6Closing  6.1Date and Place  Subject to Clause 4, Closing shall
take place at 12.00 pm (London time) on 7 February 2006 in London or on the 5th
Business Day following notification of the fulfilment or waiver of the
conditions set out in Clause 4, whichever is the later, or at such other location,
time or date as may be agreed between the Purchaser and the Seller.  21


6.2Closing Events  On Closing, the parties shall
comply with their respective obligations specified in Part 2 of Schedule 10 in relation
to the Group Companies or Group Businesses. The Seller may waive some or all of
the obligations of the Purchaser or the Relevant Purchasers as set out in Part
2 of Schedule 10 and the Purchaser may waive some or all of the obligations of
the Seller or the Relevant Sellers as set out in Part 2 of Schedule 10.  6.3Payment on Closing  On Closing the Relevant Purchasers
shall pay the Closing Amount in cash to the Seller on behalf of the Relevant
Sellers, in each case attributable to the Shares and Group Businesses.  6.4Breach of Closing Obligations  If any party fails to comply with
any material obligation in Clauses 6.2 and 6.3 and Part 2 of Schedule 10 in
relation to Closing, the Purchaser, in the case of non-compliance by the Seller
or any Relevant Seller, or the Seller, in the case of non-compliance by the
Purchaser or any Relevant Purchaser, shall be entitled (in addition to and
without prejudice to all other rights or remedies available, including the
right to claim damages) by written notice to the Seller or the Purchaser, as
the case may be, served on the date of Closing:  6.4.1to terminate this Agreement (other than
Clauses 1, 13, 14 and 15.2 to 15.16) without liability on its part or on the
part of those on whose behalf notice is served; or  6.4.2to fix a new date for Closing (not
being more than 20 Business Days after the agreed date for Closing) in which
case the provisions of Schedule 10 shall apply to Closing as so deferred but
provided that such deferral may only occur once.  7Post-Closing Adjustments  7.1Net Asset Statement  The Purchaser shall procure that no later than 60 days following
Closing there shall be drawn up by the management of the Group a draft of the
Net Asset Statement (the Draft Net Asset
Statement) in accordance with Schedule 11 in relation to the Group.  7.2Determination of Net Asset Statement  7.2.1The Draft Net Asset Statement as agreed
or determined pursuant to paragraph 5 of Schedule 11:  (i)shall constitute the Net Asset Statement for the
purposes of this Agreement; and  (ii)shall be final and binding on the parties (in the
absence of manifest error).  7.2.2The Net Assets shall be derived from
the Net Asset Statement.  7.3Adjustments to Purchase Price  7.3.1If the Net Assets are less than the
Base Net Assets, the Relevant Sellers shall repay to the Relevant Purchasers an
amount equal to the deficit of Net Assets below the Base Net Assets as a
reduction in the consideration such reduction to be  22


allocated (so far as possible) in proportion to the allocation set out
in column (4) of paragraph 1 of Schedule 8 and to the extent it is not possible
rateably to the Business Assets or Shares by reference to the proportions in
which the Purchase Price is allocated to them in accordance with Schedule 8.  7.3.2If the Net Assets exceed the Base Net
Assets, the Relevant Purchasers shall, subject to Clause 3.1.2, pay to the
Seller on its own behalf and on behalf of the Relevant Sellers an additional
amount equal to the excess of Net Assets over the Base Net Assets as an
increase in the consideration such increase to be allocated (so far as
possible) in proportion to the allocation set out in column (4) of paragraph 1
of Schedule 8.  7.3.3Any payments to be made in accordance
with Clause 7.3.1 or 7.3.2 shall be made on or before the day falling five
Business Days after the date on which the Net Asset Statement is agreed or
determined pursuant to paragraph 5 of Schedule 11.  7.4TCJ  7.4.1Following the date of this Agreement,
if and to the extent that any discussions take place between the Seller, the
Purchaser and the TCJ Sellers, and pursuant thereto, the Seller, the Purchaser
and the TCJ Sellers each agree that the Purchaser shall not acquire the Shares
in TCJ but shall instead only acquire the Current TCJ Shareholding, then, for
the purposes of this Agreement:  (i)the Shares in TCJ shall mean the Current TCJ
Shareholding;  (ii)the Base Net Assets attributable to the Current
TCJ Shareholding shall be equal to 49 per cent of the amount set out in the
Base Net Asset Statement as being attributable to the Shares in TCJ (excluding
for the avoidance of doubt any control premium); and  (iii)the Net Assets attributable to the Current TCJ
Shareholding at Closing shall be equal to 49 per cent of the total Net Assets
of TCJ (excluding for the avoidance of doubt any control).  7.4.2Any obligation of a party to this
Agreement to procure that any Group Company act or omit to act in any given way
or take any given step or do or omit to do anything whatsoever shall, if Clause
7.4.1 applies, apply in respect of TCJ only to the extent that the relevant
party is reasonably able to procure that TCJ so act or omit to act.  8Post-Closing Obligations  8.1Intra-Group Payables and Intra-Group Receivables  8.1.1Those Intra-Group Payables and
Intra-Group Receivables listed in Schedule 14 shall be repaid, capitalised or
otherwise eliminated or transferred in the manner indicated therein or such
other manner that does not adversely affect the Relevant Purchaser on or before
close of business on the Business Day immediately preceding the Closing Date.
To the extent any Intra-Group Payables and Intra-Group Receivables remain
outstanding on the Closing Date, including any of those indicated in Schedule
14 and any receivables and payables arising in the ordinary course of business,
these will be settled in accordance with the provisions of Clause 8.1.2.  23


8.1.2Within 30 days following Closing:  (i)the Relevant Purchasers shall procure that each of
the Group Companies repays to the relevant member of the Sellers Group the
amount of any Intra-Group Payables; and  (ii)the Relevant Sellers shall procure that each
member of the Sellers Group repays to the Group Companies the amount of any
Intra-Group Receivables.  8.2Indemnities  8.2.1Indemnity by Business
Purchasers against Assumed Liabilities  The Business Purchasers shall indemnify and
keep indemnified the Seller against:  (i)all Assumed Liabilities and any liability incurred
by the Seller to the extent that it arises from the conduct by the Business
Purchasers of the Group Businesses after Closing, provided that this Clause 8.2.1(i)
shall not prevent any Relevant Purchaser from making any claim under any Sellers
Warranty; and  (ii)any Losses which the Seller may suffer to the
extent caused by reason of the Seller taking any reasonable action to avoid,
resist or defend against any liability referred to in Clause 8.2.1(i).  8.2.2Indemnity by the Seller
against Excluded Liabilities  The Seller shall indemnify and keep
indemnified the Business Purchasers against:  (i)any Excluded Liability; and  (ii)any Losses which the Business Purchasers may
suffer by reason of the Business Purchasers taking any reasonable action to
avoid, resist or defend against any Excluded Liability.  8.2.3Indemnity by the Seller in
respect of certain other matters  The Seller agrees to indemnify and keep
indemnified the Purchaser against:  (i)any liabilities which the Purchaser (both for
itself and as agent for HellermannTyton Data Limited) may incur at any time out
of or in connection with the participation (including termination of
participation) in the Spirent plc Retirement Cash and Life Assurance Plan and Spirent
plc Staff and Life Assurance Plan of HellermannTyton Data Limited under or
pursuant to section 75 or section 75A of the Pensions Act 1995;  (ii)(both for itself and as trustee for
HellermannTyton Corporation, together called the Indemnified
Persons) against all Losses which any of the Indemnified Persons
may sustain, pay or incur, arising out of or in connection with the patent
infringement proceedings brought by Panduit in respect of U.S. Patent 5,998,732
referred to in the Disclosure Letter; and  (iii)(both for itself and as trustee for the Group
Companies, together called the Indemnified Persons)
against all losses, costs, liabilities, expenses, actions, proceedings, claims
and demands which any of the Indemnified Persons may sustain, pay or incur,
arising out of or in connection with:  24


(a)any liabilities under or pursuant to sections 75 or 75A of the Pensions Act 1995 which
the Purchaser or HT Data Limited or any
other Group Company may incur at any time, arising out of or in connection with
the participation (including termination of participation) of HT Data Limited or
any other Group Company in the Surrey plc Retirement Cash and Life Assurance
Plan and the Surrey Group Staff Pension and Life Assurance Plan and any other
occupational pension scheme in which any Group Company has participated prior
to Closing;  (b)subject to Clause 8.2.3(iii)(d) below, any claim
by or in respect of any Relevant Employee or any Group Employee based directly
or indirectly on the decision of the European Court of Justice in Beckmann v.
Dynamco Whicheloe Macfarlane Limited (2002) or Martin & Others v. South
Bank University (2003) or any legislation or judgement subsequently introduced
or promulgated directly or indirectly as a result of those decisions, and
whether relating to periods of service before or after Closing; or  (c)any liabilities which the Purchaser or HT Data Limited may incur at any time, arising out of or
in connection with the participation (including termination of participation)
of HT Data Limited and/or Staeng Limited in The RW Data Limited
Directors Pension Scheme.  (d)Clause 8.2.3(iii)(b) will only apply provided
that:  (A) the Purchaser and the Group
Companies do not (to the extent that they would otherwise be entitled to do so)
consent to the Relevant Employees or the Group Employees drawing pension (on
an unreduced basis or otherwise) from either the Surrey plc Retirement Cash and Life Assurance Plan or the Old Section of
the Surrey Group Staff Pension and Life Assurance Plan, unless either
(1) the Seller consents or (2) the Purchaser or relevant Group Company is
required to do so by a Court or Tribunal; and  (B) the Purchaser and the Group
Companies have not publicised to the Relevant Employees or the Group Employees
in any way the possibility of making a claim of the nature described in Clause
8.2.3(iii)(b).  8.3Conduct of Claims  8.3.1Assumed
Liabilities  (i)If any Relevant Seller becomes aware after Closing
of any claim which constitutes or may constitute an Assumed Liability, the
Relevant Seller shall as soon as reasonably practicable give written notice
thereof to the Relevant Purchaser and shall not admit, compromise, settle,
discharge or otherwise deal with such claim without the prior agreement of the
Relevant Purchaser.  (ii)The Relevant Sellers shall take such action as the
Relevant Purchasers may reasonably request to avoid, dispute, resist, appeal,
compromise, defend or mitigate any claim which constitutes or may constitute an  25


Assumed Liability subject to the
Relevant Sellers being indemnified and secured to their reasonable satisfaction
by the Relevant Purchasers against all Losses which may thereby be incurred. In
connection therewith the Relevant Sellers shall allow, and shall procure that
the relevant Sellers Group Company allows any Relevant Purchaser and its
financial, accounting or legal advisers to investigate to such extent as is
reasonable the matter or circumstance alleged to give rise to such Assumed
Liability and whether and to what extent any amount is payable in respect of
such claim; and  (iii)The Relevant Sellers shall upon receipt of
reasonable notice disclose to the Purchaser all material of which the Relevant
Sellers are aware which relates to the claim and shall, and shall procure that
any other relevant members of the Sellers Group shall, give, subject to the
Relevant Sellers and all such members of the Sellers Group being paid all
reasonable costs and expenses, all such information and assistance, including
access to premises and personnel, and the right to examine and copy or
photograph any assets, accounts, documents and records, as the Purchaser or its
financial, accounting or legal advisers may reasonably request, subject to the
Purchaser agreeing in such form as the Seller may reasonably require to keep
all such information confidential and to use it only for the purpose of
investigating and defending the Assumed Liability in question.  8.3.2Excluded Liabilities, etc.  (i)If any Relevant Purchaser becomes aware after
Closing of any claim which constitutes or may constitute an Excluded Liability
or which could give rise to a liability for a member of the Purchasers Group
in respect of which it is entitled to be indemnified by a Relevant Seller, the
Relevant Purchaser shall as soon as reasonably practicable give written notice
thereof to the Relevant Seller and shall not admit, compromise, settle,
discharge or otherwise deal with such claim without the prior agreement of the
Relevant Seller.  (ii)The Relevant Purchasers shall take such action as
the Relevant Sellers may reasonably request to avoid, dispute, resist, appeal,
compromise, defend or mitigate any claim which constitutes or may constitute an
Excluded Liability subject to the Relevant Purchasers being indemnified and
secured to their reasonable satisfaction by the Relevant Sellers against all
Losses which may thereby be incurred. In connection therewith the Relevant
Purchasers shall make or procure to be made available to the Relevant Sellers
or their duly authorised agents on reasonable notice during normal business
hours all relevant books of account, records and correspondence to the extent
relating to the Group Businesses which are in the possession of the Relevant
Purchasers (and shall permit the Relevant Sellers, at their own cost, to take
copies thereof) for the purposes of enabling the Relevant Sellers to ascertain
or extract any information relevant to the claim.  26


8.4Release of Guarantees, etc.  8.4.1The Relevant Purchasers shall use
reasonable endeavours to procure by Closing or, to the extent not done by
Closing, within 60 days thereafter or to the extent not done within such
period, as soon as reasonably practicable thereafter, the release of the
Relevant Sellers or any member of the Sellers Group from any securities,
guarantees or indemnities given by or binding upon the Relevant Sellers or any
member of the Sellers Group in respect of the Assumed Liabilities or the
Business Leasehold Properties or in connection with a liability of any of the
Group Companies (the Sellers Guarantee
Obligations). Pending such release the Relevant Purchasers shall
indemnify the Relevant Sellers and any member of the Sellers Group against all
amounts paid by any of them pursuant to any such Sellers Guarantee Obligations
to the extent such Sellers Guarantee Obligations are referred to in the Disclosure
Letter and shall, to the extent permitted under its bank facilities, indemnify
the Relevant Sellers and any member of the Sellers Group against all amounts
paid by any of them pursuant to any such Sellers Guarantee Obligations which
were not so disclosed.  8.4.2Subject to Clause 6.2 the Relevant
Sellers shall use reasonable endeavours to procure by Closing or, to the extent
not done by Closing, within 60 days thereafter or to the extent not done within
such period, as soon as reasonably practicable thereafter, the release of each
Group Company from any securities, guaranties or indemnities given by or
binding upon the Group Company in respect of any liability of the Relevant
Sellers or any member of the Sellers Group. Pending such release, the Relevant
Sellers shall indemnify the Group Companies against all amounts paid by any of
them pursuant to any such securities, guarantees and indemnities in respect of
such liability of the Relevant Sellers.  8.5The Business Receivables  If at any time after Closing, the
Seller receives any monies in respect of any Business Receivable, then the
Seller shall immediately pay to the relevant Business Purchaser the amount
recovered.  8.6The Relevant Sellers Continuing Obligations  Notwithstanding Closing, the
Relevant Sellers shall (and in the case of Clause 8.6.2 shall procure that any
member of the Sellers Group shall):  8.6.1comply with the provisions of Schedule 15;  8.6.2not use any trading names or registered
or unregistered trademarks listed in Schedule 4, provided that the Relevant
Sellers shall have 3 months from Closing to procure that all such trading names
and trade marks are removed from all business stationery, all other assets of
the Seller and from all premises occupied by the Seller or the Relevant
Sellers;  8.6.3subject to Schedule 9 retain for a
period of 7 years from Closing the books, financial records (including
information held on computer records) and documents relating to the Group to
the extent they relate to the period up to and including Closing and shall
allow the Purchaser and the Relevant Purchasers reasonable access to such
books, financial records (including information held on computer records) and
documents, including the right to take copies at the Purchaser or the Relevant
Purchasers expense; and  27


8.6.4except as provided in Schedule 5, if
any property, right or asset forming part of the Group or which should have
been transferred to a Relevant Purchaser (other than any property, right or
asset expressly excluded from the sale under this Agreement) has not been
transferred to a Relevant Purchaser, transfer such property, right or asset
(and any related liability which is an Assumed Liability) as soon as
practicable to a member of the Purchasers Group nominated by the Purchaser
reasonably acceptable to the Seller.  8.6.5The Seller shall procure that there is
made available to the Purchaser without charge or royalty (on a world-wide licence
basis) any intellectual property, know how or moveable assets which would, but
for the use of the word primarily in the relevant definition, have been an
item of Business Intellectual Property, Business Know-how Moveable Asset or
Sellers Intellectual Property.  8.7The Relevant Purchasers Continuing Obligations  8.7.1The Relevant Purchasers shall comply
with the provisions of Schedule 15.  8.7.2Neither the Purchaser nor any member of
the Purchasers Group, including without limitation the Relevant Purchasers and
the Group, shall use the trading name Spirent or any registered or
unregistered trademark which includes the word Spirent, and (without
prejudice to the generality of the foregoing) shall, within 30 days after
Closing, procure that the names of Spirent Communications GmbH, Spirent GmbH
and Spirent Australia (Pty) Limited are changed such that they do not contain
the word Spirent or any similar word, provided that the Relevant Purchasers
shall have 3 months from Closing to procure that all such trading names and
trademarks are removed from all business stationery, all other assets of the
Group and from all premises occupied by the Group.  8.7.3The Relevant Purchasers shall, and
shall procure that the Group Companies shall, retain for a period of 7 years
from Closing the books, records and documents of the Group to the extent they
relate to the period up to and including Closing and shall, and shall procure
that the Group Companies shall, allow the Seller and the Relevant Sellers
reasonable access to such books, records and documents, including the right to
take copies at the Sellers or the Relevant Sellers expense. In addition, to
the extent reasonably necessary to enable the Seller to comply with any
obligations arising pursuant to any applicable laws or regulations, including
without limitation the Sarbanes-Oxley Act of 2002, in respect of the period
ending on Closing, the Purchaser shall, and shall procure that the relevant
Group Companies shall, allow the Seller and any of its representatives to have
reasonable access to any Group Employee.  8.7.4Without limitation to the generality of
Clause 8.7.3:  (i)the Purchaser shall, and shall procure that the
Group Companies shall, deliver or make available to the Seller and/or the
auditors of the Seller from time to time such financial or other information
relating to the periods prior to and as at the date of Closing (and as at such
other dates on or before 31 December 2005 and in such form as, in each case,
they may reasonably require), including without limitation financial or other
information requested for the purposes of the Sellers consolidated annual
results for the period ended 31 December 2005 and 31 December 2006, the Sellers
consolidated interim results for the year 2006 and for the purposes of filings  28


to be made by the Seller on the
United States Securities and Exchange Commission, as may be reasonably
required by the Seller. The Purchaser shall, and shall procure that the Group
Companies shall, deliver such information in accordance with the normal
reporting timetable of the Seller (as the same is notified to the Purchaser by
the Seller) and shall make available any Group Employee in each case as may be
reasonably required by the Seller in order to answer any queries in relation to
such information; and  (ii)the Purchaser shall, and shall procure that TCJ
shall, promptly after their issue, deliver or make available to the Seller
and/or the auditors of the Seller from time to time such financial or other
information relating to the periods prior to and as at the date of Closing (and
as at such other dates on or before 31 December 2005 and in such form as, in
each case, they may reasonably require). The Purchaser shall, and shall procure
that TCJ shall, deliver such information in accordance with the normal
reporting timetable of the Seller (as the same is notified to the Purchaser by
the Seller) and shall make available any TCJ Group Employee in each case as may
be reasonably required by the Seller in order to answer any queries in relation
to such information.  8.7.5If, following Closing, any property,
right or asset not forming part of the Group is found to have been transferred
to a Relevant Purchaser in error, the Relevant Purchaser shall transfer such
property, right or asset (and any related liability which is an Assumed Liability)
as soon as practicable to the transferor or another member of the Sellers
Group nominated by the Seller who is reasonably acceptable to the Purchaser.  8.7.6The Purchaser shall procure that TCJ
shall comply with the terms and conditions of the TCJ Supply Agreement and the
TCJ Distribution Agreement.  8.7.7The Purchaser shall procure that TCJ
shall continue, subject to local custom, practice and regulation, to provide
existing employees of TCJ with comparable remuneration practices, termination practices,
pension benefits and other benefits and that they will be at a level not less
than those currently in place.  8.8Insurance  The Relevant Sellers may terminate
with effect from immediately prior to Closing all insurance policies to the
extent they relate to the Group. To the extent the Relevant Sellers cannot or
do not terminate such policies, the Relevant Purchasers shall terminate such
policies immediately following Closing, with effect from Closing or as soon as
practicable thereafter.  8.9Receivable due to Spirent Australia (Pty) Limited  8.9.1The Purchaser acknowledges that there
is a receivable due to Spirent Australia (Pty) Limited which at the date of
this Agreement is held in a trust account on behalf of such company.  8.9.2The amount of the receivable referred
to in Clause 8.9.1 shall be included in the Net Asset Statement (but not for
the avoidance of doubt the Base Net Asset Statement). Notwithstanding the
foregoing if on the date on which the Net Asset  29


Statement is agreed or determined
as set out in Clause 7.2.1, such receivable has not been received by Spirent
Australia (Pty) Limited then an amount equal to such receivable shall (notwithstanding
such agreement or determination) be deducted from the Net Assets included in
the Net Asset Adjustment. Such amount shall subsequently be paid to the Seller if
and to the extent that such receivable is thereafter received by Spirent
Australia (Pty) Limited.  9Warranties  9.1The Sellers Warranties  9.1.1The Relevant Sellers warrant to the
Relevant Purchasers that the statements set out in Schedule 12 are true and
accurate as of the date of this Agreement.  9.1.2The only Sellers Warranties given in
respect of the Environment, Environmental Law, Environmental Permits and
environmental tax are those contained in paragraph 9 of Schedule 12 and each of
the other Sellers Warranties shall be deemed not to be given in respect of the
Environment, Environmental Law, Environmental Permits and environmental tax.  9.1.3The Relevant Sellers acknowledge that
the Relevant Purchasers have entered into this Agreement in reliance upon the
Sellers Warranties.  9.1.4Any Sellers Warranty qualified by the
expression so far as the Relevant Sellers are aware or any similar expression
shall, unless otherwise stated, be deemed to refer to the actual knowledge of
the Senior Employees and the following: Anders Gustafsson, Eric Hutchinson,
Paul Eardley, Timothy Roberts, Timothy Jones, Connie Kolb, Rachel Whiting,
Frank Pizzi, Vivienne Gibson, Uwe Noth, Neil Gardiner, Peter Jonas, SH Chee, Mats
Lindoff and Olivier Jourdain who shall be deemed to have knowledge of such
matters as they would have discovered, had they made due and careful enquiry.  9.2Relevant Sellers Disclosures  9.2.1The Sellers Warranties are subject to
all matters which are fairly disclosed in this Agreement, or in the Disclosure
Letter.  9.2.2References in the Disclosure Letter to
paragraph numbers shall be to the paragraphs in Schedule 12 to which the disclosure is most likely to relate. Such
references are given for convenience only and shall not limit the effect of any
of the disclosures, all of which are made against the Sellers Warranties as a
whole.  9.3The Purchasers Warranties  The Purchaser and the Relevant
Purchasers warrant to the Relevant Sellers that the statements set out in
Schedule 13 are true and accurate.  10Limitation of Relevant
Sellers Liability  10.1Time Limitation for Claims  No Relevant Seller shall be liable
under this Agreement (other than any claim under Clauses 2, 3, 5 to 8
(inclusive), 12 and 13 and Schedules 5, 6, 7, 9, 10, 11 and 14 (but only to the
extent that any such claim does not constitute a claim under the Sellers
Warranties)  30


and paragraph 1.1.1(i) of Schedule
12) or any Local Transfer Document or the Tax Indemnity in respect of any claim
unless a notice of the claim is given by the Purchaser to the Seller:  (i)specifying the matters set out in Clause 11.2; or  (ii)in the case of a claim under the Tax Indemnity or
for breach of the Tax Warranties in accordance with Clause 8.1 of the Tax
Indemnity  and:  10.1.2in the case of any claim under the Tax Warranties
or under the Tax Indemnity, within 6 years following the end of the accounting
period in which Closing occurs;  10.1.3in the case of any claim under
paragraph 9 of Schedule 12
(environmental warranties), within 5 years following Closing; and  10.1.4in the case of any other claim under
this Agreement, within 18 months following Closing,  provided that where a notice purporting to be a notice of claim
hereunder is given but the form, content or adequacy of such notice or the
manner of its delivery is challenged by any Relevant Seller then such challenge
may only lead to the reduction of the liability of any Relevant Seller to the
extent that, but for any failure of such notice to be a proper notice
hereunder, the Relevant Seller would have had a reduced liability. If no
objection to the form or substance of a notice is given to the Purchaser within
14 days of such notice being given, including full particulars of the
objection, the notice shall be deemed to be properly given and effective and no
objection to it may be allowable.  10.2Minimum Claims  10.2.1No Relevant Seller shall be liable
under this Agreement (other than any claim under Clauses 2, 3, 4.3.3, 5 to 8
(inclusive), 12 and 13 and Schedules 3, 5, 6, 7, 9, 10, 11 and 14 (but only to
the extent that any such claim does not constitute a claim under the Sellers
Warranties) and paragraph 1.1.1(i) of Schedule 12) or any Local Transfer
Document or the Tax Indemnity in respect of any individual claim (or a series
of claims arising from substantially identical facts or circumstances) where
the liability agreed or determined (disregarding the provisions of this Clause
10.2) in respect of any such claim or series of claims does not exceed £50,000.
For the purposes of this Agreement, claims arising under the Tax Warranties or
under the Tax Indemnity which arise from the same fact or event and which
relate to or are derived from the application of the same section, chapter or
part of a Tax statute to the same subject matter shall be treated as one
individual Claim rather than a series of individual Claims.  10.2.2Where the liability agreed or
determined in respect of any such claim or series of claims (other than any
claim under Clauses 2, 3, 5 to 8 (inclusive), 12 and 13 and Schedules 5, 6, 7,
9, 10, 11 and 14 (but only to the extent that any such claim does not
constitute a claim under the Sellers Warranties) and paragraph 1.1.1(i) of
Schedule 12) exceeds £50,000, subject as provided elsewhere in this Clause 10,
the Relevant Sellers shall be liable for the amount of the claim or series of
claims so agreed or determined.  31


10.3Aggregate Minimum Claims  10.3.1No Relevant Seller shall be liable
under this Agreement (other than any claim under Clauses 2, 3, 4.3.3, 5 to 8
(inclusive), 12 and 13 and Schedules 3, 5, 6, 7, 9, 10, 11 and 14 (but only to
the extent that any such claim does not constitute a claim under the Sellers
Warranties) and paragraph 1.1.1(i) of Schedule 12) or any Local Transfer
Document in respect of any claim unless the aggregate amount of all claims for
which the Relevant Sellers would otherwise be liable under this Agreement or
any Local Transfer Document (disregarding the provisions of this Clause 10.3
(other than any claim under Clauses 2, 3, 5 to 8 (inclusive), 12 and 13 and
Schedules 5, 6, 7, 9, 10, 11 and 14 (but only to the extent that any such claim
does not constitute a claim under the Sellers Warranties) and paragraph
1.1.1(i) of Schedule 12)) exceeds £5,000,000.  10.3.2Where the liability agreed or
determined in respect of all claims exceeds £5,000,000 subject as provided
elsewhere in this clause 10, the Relevant Sellers shall be liable for the
aggregate amount of claims as agreed or determined.  10.4Maximum Liability  The aggregate liability of the Relevant
Sellers in respect of all breaches of this Agreement (other than any claim
under Clause 5.1.3 and 5.1.4 and paragraph 1.1.1(i) of Schedule 12) and any
Local Transfer Document and any claims under the Tax Indemnity shall not exceed
an amount equal to 50 per cent of the Purchase Price.  10.5Contingent Liabilities  No Party shall be liable under this Agreement
(other than any claim under Clauses 2, 3, 5 to 8 (inclusive), 12 and 13 and
Schedules 5, 6, 7, 9, 10, 11 and 14 (but only to the extent that any such claim
does not constitute a claim under the Sellers Warranties) and paragraph
1.1.1(i) of Schedule 12) or any Local Transfer Document or the Tax Indemnity in
respect of any liability which is contingent unless and until the date on which
such contingent liability becomes an actual liability and is due and payable
and the period for claims under Clause 10.1 shall run from such date but this
clause shall not operate to exclude liability in respect of a claim made in
respect of a contingent liability within the time limit specified in Clauses
10.1 and 11.1 and specifying the matters set out in Clause 11.2.  10.6Provisions  No Relevant Seller shall be liable under this
Agreement (other than in respect of any claim under Clauses 2, 3, 5 to 7
(inclusive), 12 and 13 and Schedules 5, 6 (other than indemnities in respect of
TUPE), 7, 9, 10, 11 and 14 (but only to the extent that any such claim does not
constitute a claim under the Sellers Warranties) and paragraph 1.1.1(i) of
Schedule 12 and the Tax Warranties) or any Local Transfer Document in respect
of any claim to the extent that any allowance, provision or reserve is shown in
the Accounts, the TCJ Accounts and/or the Net Asset Statement agreed or
determined pursuant to Clause 7.2 for the matter giving rise to the claim.  10.7Matters Arising Subsequent to this Agreement  No Relevant Seller shall be liable under this
Agreement (excluding the Tax Warranties) or any Local Transfer Document in
respect of any matter, act, omission or circumstance (or any combination
thereof), including the aggravation of a matter or circumstance, to the extent
that the same would not have occurred but for:  32


10.7.1Agreed matters  any matter or thing done or omitted to be
done pursuant to and in compliance with this Agreement or any Local Transfer
Document or otherwise at the request in writing or with the approval in writing
of any Relevant Purchaser;  10.7.2Acts of Relevant
Purchasers  any act, omission or transaction of any
Relevant Purchaser or any member of the Purchasers Group or any of the Group
Companies, or their respective directors, officers, employees or agents or
successors in title, after Closing where such person reasonably knows or ought
to know that a breach of warranty would follow from its action;  10.7.3Changes in legislation  (i)the passing of, or any change in, after the date
of this Agreement any law, rule, regulation or administrative practice of any
government, governmental department, agency or regulatory body including (without
prejudice to the generality of the foregoing) any increase in the rates of
Taxation or any imposition of Taxation or any withdrawal of relief from
Taxation not actually (or prospectively) in effect at the date of this
Agreement; or  (ii)any change after the date of this Agreement of any
generally accepted interpretation or application of any legislation;  10.7.4Accounting and
Taxation Policies  any change in accounting or Taxation
policy, bases or practice of any Relevant Purchaser or any of the Group
Companies introduced or having effect after Closing.  10.8Insurance  No Relevant Seller shall be liable
under this Agreement, any Local Transfer Document or the Tax Indemnity in
respect of any claim to the extent that the Losses in respect of which such
claim is made are as covered by a policy of insurance or would have been
covered under a policy of insurance customarily taken out in a similar business,
provided that the Relevant Seller may not assert that customary insurance would
exceed that in force on the date of this Agreement and if there is such
insurance than Clause 10.13 shall apply.  10.9Net Financial Benefit  No Relevant Seller shall be liable
under this Agreement, any Local Transfer Document or the Tax Indemnity (except
to the extent already dealt with under Clause 11.1.3 of the Tax Indemnity) in
respect of any Losses suffered by any Relevant Purchaser or any of the Group
Companies to the extent of any corresponding savings by or quantifiable net
financial benefit to any Relevant Purchaser or any Group Company arising from
such Losses or the facts giving rise to such Losses (including, without
limitation, where the amount (if any) by which any Taxation for which any
Relevant Purchaser or any Group Company would otherwise have been accountable
or liable to be assessed is actually reduced or extinguished as a result of the
matter giving rise to such liability).  33


10.10Relevant Purchasers Actual Knowledge  No Relevant Seller shall be liable
in respect of any claim for breach of this Agreement (other than in respect of
any claim under Clauses 2, 3, 5 to 8 (inclusive), 12 and 13 and Schedules 5, 6,
7, 9, 10, 11 and 14 (but only to the extent that any such claim does not
constitute a claim under the Sellers Warranties) or any Local Transfer
Document to the extent that the facts giving rise to the relevant claim were
known by the Purchaser or any Relevant Purchaser prior to signing this
Agreement and such facts ought reasonably to lead to the conclusion that they
would give rise to the relevant claim.  10.11No claim against the Group  No Relevant Seller shall make any
claim, other than in respect of fraud, wilful default or material breach of
duty (in the context of the Transaction) against any of the Group Companies or
against any person who is, at the time such claim is made, a director or
employee of any Group Company with respect to any claim arising out of this
Agreement.  10.12Mitigation of Losses  10.12.1The Relevant Purchasers shall procure
that all reasonable steps are taken and all reasonable assistance is given to
avoid or mitigate any Losses which in the absence of mitigation might give rise
to a liability in respect of any claim under this Agreement or any Local
Transfer Document, provided that in the case of any claim under any indemnity,
to the extent any Relevant Purchaser mitigates their Losses, such Relevant
Purchaser shall be entitled to claim its reasonable expenses relating to such
mitigation.  10.12.2Without prejudice to the generality of
Clause 10.13.1, the Relevant Purchasers shall pursue all claims available to
any of them against third parties, whether in contract, tort or otherwise, to
the extent reasonable to do so.  10.13Relevant Purchasers Right to Recover  10.13.1Recovery for Actual
Liabilities  No Party shall be liable to pay any amount
in discharge of a claim under this Agreement or any Local Transfer Document
unless and until the liability in respect of which the claim is made has become
due and payable.  10.13.2Following Recovery
from the Relevant Sellers  If any Relevant Seller has paid an amount
in discharge of any claim under this Agreement (other than any claim under the
Tax Warranties) or any Local Transfer Document and any Relevant Purchaser or
any Group Company is entitled to recover (whether by payment, discount, credit,
relief, insurance or otherwise) from a third party a sum which indemnifies or
compensates any Relevant Purchaser or Group Company (in whole or in part) in
respect of the loss or liability which is the subject matter of the claim, the
Relevant Seller shall be subrogated to all rights that the Relevant Purchaser
has or would otherwise have in respect of the claim against the third party, or
if subrogation is not possible, the Relevant Purchaser shall procure that all
steps are taken as the Relevant Seller may reasonably require to enforce such
recovery and shall, or shall procure that the relevant Group Company shall, pay
to the Relevant Seller as soon as practicable after receipt an amount equal to
(i) any sum recovered from the third party less any costs and  34


expenses incurred in obtaining such
recovery less any Taxation attributable to the recovery after taking account of
any Tax relief available in respect of any matter giving rise to the claim or
if less (ii) the amount previously paid by the Relevant Seller to the Relevant
Purchaser less any Taxation attributable to it.  10.14Double Claims  No Relevant Purchaser shall be entitled to
recover from any Relevant Seller under this Agreement, any Local Transfer
Document or the Tax Indemnity more than once in respect of the same Losses
suffered and, without prejudice to the generality of the foregoing, no Relevant
Seller shall be liable in respect of:  10.14.1any breach of the Agreement or any Local Transfer Document if and to
the extent that the Losses resulting from or connected with such breach are or
have been included in a claim under the Tax Indemnity which has been satisfied;
or  10.14.2a claim under the Tax Indemnity if and to the extent that the Losses
in respect of which such claim was made are or have been included in a claim
for breach of the Agreement or any Local Transfer Document which has been
satisfied.  10.15Fraud  None of the limitations contained in this
Clause 10 shall apply to any claim to the extent that such claim arises or is
increased as a result of fraud, or wilful concealment by any Relevant Seller,
any Group Company or any of their respective directors, officers, employees or
agents.  11Claims  11.1Notification of Potential Claims  If any Relevant Purchaser or (following
Completion and for so long as he is employed by the Group) Stephen Salmon becomes
aware of any matter or circumstance that may give rise to a claim against any
Relevant Seller under this Agreement (other than the Tax Warranties) or any
Local Transfer Document, the Purchaser shall as soon as reasonably practicable
and in any case within 20 Business Days give a notice in writing to the Seller
setting out such information as is available to the Relevant Purchaser or Group
Company and which is reasonably necessary to enable the Seller to assess the
merits of the claim, to act to preserve evidence and to make such provision as
the Seller or the Relevant Sellers may consider necessary. Failure to give
notice within such period shall not affect the rights of any Relevant Purchaser
except to the extent that a Relevant Sellers liability is increased thereby as
a result of the Relevant Seller being unable to take action to rectify,
mitigate or defend the matter disclosed in which case the Relevant Purchaser
shall only be entitled to claims for such amount for which the Relevant Seller
would have been liable had the notification been made within the period
specified by this Clause 11.1.  11.2Notification of Claims under this Agreement  Notices of claims under this Agreement (other
than the Tax Warranties) or any Local Transfer Document shall be given by the
Purchaser to Seller within the time limits specified in Clause 10.1, specifying
(to the extent available to the Relevant Purchaser) information of the legal
and factual basis of the claim and, if practicable, an estimate of the amount
of  35


Losses which are, or are to be, the subject
of the claim (including any Losses which are contingent on the occurrence of
any future event).  11.3Commencement of Proceedings  Any claim notified pursuant to Clause 11.2
shall (if it has not been previously satisfied, settled or withdrawn) be deemed
to be irrevocably withdrawn nine months after the notice is given pursuant to
Clause 11.2, unless at such time legal proceedings in respect of the relevant
claim have been commenced by being both issued and served, provided that in the
case of any contingent liability, if such contingent liability has not become
an actual liability within 18 months after the end of the relevant claim period
referred to in Clause 10.1, then such claim shall be deemed to be irrevocably
withdrawn at the end of such 18 month period.  11.4Investigation by the Relevant Sellers  In connection with any matter or circumstance
that may give rise to a claim against any Relevant Seller under this Agreement
or any Local Transfer Document:  11.4.1the Relevant Purchasers shall allow, and shall procure that the
relevant Group Company allows, any Relevant Seller and its financial, accounting
or legal advisers to investigate the matter or circumstance alleged to give
rise to such claim and whether and to what extent any amount is payable in
respect of such claim; and  11.4.2the Relevant Purchasers shall disclose to the Seller all material of
which the Relevant Purchasers are aware which relates to the claim and shall,
and shall procure that any other relevant members of the Purchasers Group
shall, give, subject to their being paid all reasonable costs and expenses, all
such information and assistance, including access to premises and personnel,
and the right to examine and copy or photograph any assets, accounts, documents
and records, as the Seller or its financial, accounting or legal advisers may
reasonably request, subject to the Seller agreeing in such form as the
Purchaser may reasonably require to keep all such information confidential and
to use it only for the purpose of investigating and defending the claim in
question.  11.5Conduct of Third Party Claims  11.5.1If the matter or circumstance that may give rise to a claim against
any Relevant Seller under this Agreement (other than the Tax Warranties) or any
Local Transfer Document is a result of or in connection with a claim by or
liability to a third party then no admissions in relation to such third party
claim shall be made by or on behalf of any Relevant Purchaser or any other
member of the Purchasers Group and the claim shall not be compromised,
disposed of or settled without the written consent of the Relevant Sellers, such
consent not to be unreasonably withheld or delayed.  11.5.2Subject to the Relevant Seller indemnifying the Relevant Purchaser
or other member of the Purchasers Group concerned, against all Losses, the
Relevant Purchaser shall, or the Purchaser shall procure that any other members
of the Purchasers Group shall, take such action as the Relevant Seller may
reasonably request to avoid, dispute, deny, defend, resist, appeal, compromise
or contest such claim.  36


11.5.3The Purchaser, the Relevant Purchaser or other member of the
Purchasers Group concerned may admit, compromise, dispose of or settle such
claim if the Relevant Seller unreasonably delays making a request pursuant to
Clause 11.5.2, provided that the Purchaser or the Relevant Purchaser or other
member of the Purchasers Group concerned has notified the Relevant Seller of
its intention to deal with such claim and has given the Relevant Seller a
period of 30 Business Days to respond.  11.5.4If the Relevant Seller makes any request pursuant to Clause 11.5.1
and acts as set out in Clause 11.5.2, the Relevant Purchasers shall, and the
Purchaser shall procure that any other members of the Purchasers Group shall,
take all reasonable steps to procure that the Relevant Seller is provided on
reasonable notice with all material correspondence and documentation relating
to the claim as the Relevant Seller may reasonably request subject to the
Relevant Seller agreeing in such form as the Relevant Purchaser may reasonably
require to keep all such correspondence and information confidential and to use
it only for the purpose of dealing with the relevant claim, save that neither
the Purchaser nor any Relevant Purchaser nor any other member of the Purchasers
Group shall be required to take any action which the Purchaser, the Relevant
Purchaser or other member of the Purchasers Group concerned, in its absolute
discretion, reasonably considers may be unduly onerous or materially
prejudicial to it or to its business.  12Restrictions on the Seller and the Relevant Sellers  12.1Restrictions  The Seller and the Relevant Sellers undertake
with the Relevant Purchasers that no member of the Sellers Group will and will
procure that no person, firm or company carrying on with the consent or privity
of any member of the Sellers Group any business in succession to the member of
the Sellers Group concerned will in any Relevant Capacity during the
Restricted Period:  12.1.1carry on, be engaged in or be economically interested in any
business which is of the same or similar type to the business of the Group as
now carried on and which is or is likely to be in competition with any part of
the business of the Group as now carried on other than any business conducted
by the Seller or any member of the Sellers Group at Closing carried on within
the geographical boundaries in which it is now carried on; or  12.1.2induce or seek to induce any present Restricted Employee to become
employed whether as employee, consultant or otherwise by any member of the
Sellers Group, whether or not such Restricted Employee would thereby commit a
breach of his contract of service. The placing of an advertisement of a post
available to a member of the public generally and the recruitment of a person
through an employment agency shall not constitute a breach of this Clause 12
provided that no member of the Sellers Group encourages or advises such agency
to approach any Restricted Employee.  12.2Exceptions  The restrictions in Clause 12.1 shall not operate
to prohibit any member of the Sellers Group from:  37


12.2.1carrying on or being engaged in or being economically interested in
any business which is of the same or similar type to the business carried on by
the Group after such time as the Relevant Purchasers cease to carry on or be
engaged in or economically interested in a substantially all of the business
carried on by the Group;  12.2.2holding or being interested in up to 3 per cent of the outstanding
issued share capital of a company listed on any recognised stock exchange;  12.2.3fulfilling any obligation pursuant to this Agreement and any
agreement to be entered into pursuant to this Agreement;  12.2.4acquiring the whole or part of any business if the turnover
attributed to the competing business to be acquired in the last financial year
is less than 10 per cent of the turnover attributed to the whole of the
business to be acquired; and  12.2.5performing any Contract excluded pursuant to paragraph 2 of Schedule
5 to this Agreement.  12.3Reasonableness of Restrictions  The Seller and the Relevant Sellers agree
that the restrictions contained in this Clause 12 are no greater than are
reasonable and necessary for the protection of the interest of the Relevant
Purchasers but if any such restriction shall be held to be void but would be
valid if deleted in part or reduced in application, such restriction shall
apply with such deletion or modification as may be necessary to make it valid
and enforceable.  12.4Interpretation  The following terms shall have the following
meanings respectively in this Clause 12:  12.4.1Relevant Capacity
means for its own account or for that of any person, firm or company (other
than the Relevant Purchasers and whether through the medium of any company
controlled by it or him (for which purpose there shall be aggregated with its
shareholding or ability to exercise control the shares held or control
exercised by any person connected with the Seller or the Relevant Sellers)) or
as principal, partner, director, employee, consultant or agent.  12.4.2Restricted Employee means any
Relevant Employee who (a) has participated in discussions with the Purchaser
relating to the transaction pursuant to this Agreement; or (b) is a Senior
Employee; and  12.4.3Restricted Period
means two years commencing on Closing or such shorter period of time recognised
by applicable law as being binding on the Seller and the Relevant Sellers.  13Guarantee  13.1The Sellers Guarantee  13.1.1The Seller unconditionally and irrevocably guarantees to the
Purchaser (to the extent it is a beneficiary of an obligation of a Relevant
Seller) and the Relevant Purchasers the due and punctual performance and
observance by each of the Relevant Sellers of all their obligations,
commitments, undertakings, warranties and indemnities under or pursuant to this
Agreement, any Local Transfer Document  38


and the Tax Indemnity (the Sellers Guaranteed Obligations) to the extent of any limit
on the liability of the Seller and the Relevant Sellers under this Agreement,
any Local Transfer Document and the Tax Indemnity.  13.1.2If and whenever any of the Relevant Sellers defaults for any reason
whatsoever in the performance of any of the Sellers Guaranteed Obligations,
the Seller shall forthwith upon demand unconditionally perform (or procure
performance of) and satisfy (or procure the satisfaction of) the Sellers
Guaranteed Obligations in regard to which such default has been made in the
manner prescribed by this Agreement, any Local Transfer Document and the Tax
Indemnity and so that the same benefits shall be conferred on the Purchaser and
the Relevant Purchasers as they would have received if the Sellers Guaranteed
Obligations had been duly performed and satisfied by the Relevant Sellers.  13.1.3This guarantee is to be a continuing guarantee and accordingly is to
remain in force until all the Sellers Guaranteed Obligations shall have been
performed or satisfied. This guarantee is in addition to and without prejudice
to and not in substitution for any rights or security which the Purchaser and
the Relevant Purchasers may now or hereafter have or hold for the performance
and observance of the Sellers Guaranteed Obligations.  13.1.4As a separate and independent obligation, the Seller agrees that any
of the Sellers Guaranteed Obligations (including, without limitation, any
moneys payable) which may not be enforceable against or recoverable from any of
the Relevant Sellers by reason of any legal limitation, disability or
incapacity on or of any of the Relevant Sellers or any other fact or
circumstances (other than any limitation imposed by this Agreement or Local
Transfer Document or the Tax Indemnity) shall nevertheless be enforceable
against and recoverable from the Seller as though the same had been incurred by
the Seller and the Seller were the sole or principal obligor in respect thereof
and shall be performed or paid by the Seller on demand.  13.1.5The liability of the Seller under this Clause 13.1:  (i)shall not be released or diminished by
any variation of the Sellers Guaranteed Obligations or any forbearance,
neglect or delay in seeking performance of the Sellers Guaranteed Obligations
or any granting of time for such performance; and  (ii)shall not be affected or impaired by
reason of any other fact or event which in the absence of this provision would
or might constitute or afford a legal or equitable discharge or release or a
defence to a guarantor.  13.2The Purchasers Guarantee  13.2.1The Purchaser unconditionally and irrevocably guarantees to the
Seller (to the extent it is a beneficiary of an obligation of a Relevant
Purchaser) and the Relevant Sellers the due and punctual performance and observance
by each of the Relevant Purchasers of all their obligations, commitments,
undertakings, warranties and indemnities under or pursuant to this Agreement,
any Local Transfer Document, the Tax Indemnity (the Purchasers
Guaranteed Obligations) to the extent of any limit on the liability
of the Purchaser and the Relevant Purchasers under this Agreement, any Local
Transfer Document and the Tax Indemnity.  39


13.2.2If and whenever any of the Relevant Purchasers defaults for any
reason whatsoever in the performance of any of the Purchasers Guaranteed
Obligations, the Purchaser shall forthwith upon demand unconditionally perform
(or procure performance of) and satisfy (or procure the satisfaction of) the
Purchasers Guaranteed Obligations in regard to which such default has been
made in the manner prescribed by this Agreement, any Local Transfer Document
and the Tax Indemnity and so that the same benefits shall be conferred on the
Seller and the Relevant Sellers as they would have received if the Purchasers
Guaranteed Obligations had been duly performed and satisfied by the Relevant
Purchaser.  13.2.3This guarantee is to be a continuing guarantee and accordingly is to
remain in force until all the Purchasers Guaranteed Obligations shall have
been performed or satisfied. This guarantee is in addition to and without
prejudice to and not in substitution for any rights or security which the
Seller and the Relevant Sellers may now or hereafter have or hold for the
performance and observance of the Purchasers Guaranteed Obligations.  13.2.4As a separate and independent obligation the Purchaser agrees that
any of the Purchasers Guaranteed Obligations (including, without limitation,
any moneys payable) which may not be enforceable against or recoverable from
any of the Relevant Purchasers by reason of any legal limitation, disability or
incapacity on or of any of the Relevant Purchasers or any other fact or
circumstances (other than any limitation imposed by this Agreement or Local
Transfer Document or the Tax Indemnity) shall nevertheless be enforceable
against and recoverable from the Purchaser as though the same had been incurred
by the Purchaser and the Purchaser were the sole or principal obligor in
respect thereof and shall be performed or paid by the Purchaser on demand.  13.2.5The liability of the Purchaser under this Clause 13.2:  (i)shall not be released or diminished by
any variation of the Purchasers Guaranteed Obligations or any forbearance,
neglect or delay in seeking performance of the Purchasers Guaranteed
Obligations or any granting of time for such performance; and  (ii)shall not be affected or impaired by
reason of any other fact or event which in the absence of this provision would
or might constitute or afford a legal or equitable discharge or release or a
defence to a guarantor.  14Confidentiality  14.1Announcements  For six months after the date of this
Agreement, no announcement or circular in connection with the existence or the
subject matter of this Agreement shall be made or issued by or on behalf of any
member of the Sellers Group or the Purchasers Group without the prior written
approval of the Seller and the Purchaser which approval shall not be
unreasonably withheld or delayed. This shall not affect any announcement or
circular required by law or any regulatory body or the rules of any recognised
stock exchange on which the shares of either party are listed (including, for
the avoidance of doubt, making references, in such terms as the Seller may deem
reasonably necessary, to the transaction contemplated hereby in any annual
report and accounts or any other public filings to be made by the Seller in the
United Kingdom or the United States, in either case pursuant to applicable  40


laws or regulations, to be issued by the
Seller) but the party with an obligation to make an announcement or issue a
circular shall consult with the other parties insofar as is reasonably
practicable before complying with such an obligation.  14.2Confidentiality  14.2.1This Clause 14.2 shall be without prejudice to the Confidentiality
Agreement, which shall continue in full force and effect notwithstanding this
Agreement or Closing, provided that to the extent there is any inconsistency
between the Confidentiality Agreement and this Agreement, this Agreement shall
prevail.  14.2.2Subject to Clause 14.1 and Clause 14.2.3:  (i)each of the parties shall treat as
strictly confidential and not disclose or use any information received or
obtained as a result of entering into this Agreement (or any agreement entered
into pursuant to this Agreement) which relates to:  (a)the provisions of this Agreement and
any agreement entered into pursuant to this Agreement; or  (b)the negotiations relating to this
Agreement (and any such other agreement).  (ii)each of the Seller and the Relevant
Sellers shall treat as strictly confidential and not disclose or use any
information relating to the Group Companies and Group Businesses following
Closing and any other information relating to the business, financial or other
affairs (including future plans and targets) of the Purchasers Group.  (iii)each of the Purchaser and the Relevant
Purchasers shall treat as strictly confidential and not disclose or use any
information relating to the business, financial or other affairs (including
future plans and targets) of the Sellers Group including, prior to Closing,
the Group Companies and Group Businesses.  14.2.3Clause 14.2.2 shall not prohibit disclosure or use of any
information if and to the extent:  (i)the disclosure or use is required by
law, any regulatory body or any recognised stock exchange on which the shares
of any party are listed (including where this is required as part of any actual
or potential offering, placing and/or sale of securities of any member of the
Sellers Group or the Purchasers Group);  (ii)the disclosure or use is required to
vest the full benefit of this Agreement in any party;  (iii)the disclosure or use is required for
the purpose of any judicial proceedings arising out of this Agreement or any
other agreement entered into under or pursuant to this Agreement or the
disclosure is made to a Tax Authority in connection with the Tax affairs of the
disclosing party;  (iv)the disclosure is made to professional
advisers of any party on a need to know basis and on terms that such
professional advisers undertake to  41


comply with the provisions of
Clause 14.2.2 in respect of such information as if they were a party to this
Agreement;  (v)the information is or becomes publicly
available (other than by breach of the Confidentiality Agreement or of this
Agreement);  (vi)the disclosure is made on a
confidential basis to potential purchasers of all or part of the Sellers Group
or the Purchasers Group or to their professional advisers or financiers
provided that any such persons need to know the information for the purposes of
considering, evaluating, advising on or furthering the potential purchase;  (vii)the other party has given prior written
approval to the disclosure or use; or  (viii)in the case of the Purchaser, it is
disclosure to persons who have agreed to or are contemplating providing funds
to it or to its group undertakings (as defined in the Companies Act 1985) or to
their professional advisers,  provided that prior to disclosure or use of
any information pursuant to Clause 14.2.3(i), (ii) or (iii), the party
concerned shall promptly notify the other parties of such requirement with a
view to providing the other parties with the opportunity to contest such
disclosure or use or otherwise to agree the timing and content of such
disclosure or use.  15Other Provisions  15.1Further Assurances  Each of the parties shall from time to time
execute such documents and perform such acts and things as any party may
reasonably require to transfer the Shares and Group Businesses to the Relevant
Purchasers and to give any party the full benefit of this Agreement and any
Local Transfer Document.  15.2Whole Agreement  15.2.1This Agreement contains the whole agreement between the parties
relating to the subject matter of this Agreement at the date hereof to the
exclusion of any terms implied by law which may be excluded by contract and
supersedes any previous written or oral agreement between the parties in
relation to the matters dealt with in this Agreement.  15.2.2Each of the Purchaser and the Relevant Purchasers acknowledges that
it has not been induced to enter into this Agreement by any representation,
warranty or undertaking not expressly incorporated into it.  15.2.3So far as is permitted by law and except in the case of fraud, each
of the parties agrees and acknowledges that its only right and remedy in relation
to any representation, warranty or undertaking made or given in connection with
this Agreement shall be for breach of the terms of this Agreement to the
exclusion of all other rights and remedies (including those in tort or arising
under statute).  15.2.4In Clauses 15.2.1 to 15.2.3, this Agreement includes the
Disclosure Letter, the Confidentiality Agreement and the Local Transfer
Documents and all documents entered into pursuant to this Agreement.  42


15.3Reasonableness  Each of the parties confirms that it has
received independent legal advice relating to all the matters provided for in
this Agreement, including the terms of Clause 12 (Restrictions on the Seller
and the Relevant Sellers) and Clause 15.2 (Whole Agreement) and agrees that the
provisions of this Agreement (including the Disclosure Letter, the
Confidentiality Agreement and all documents entered into pursuant to this
Agreement) are fair and reasonable.  15.4No Assignment  15.4.1Except as otherwise expressly provided in this Agreement, no party
may without the prior written consent of the other parties, assign, grant any
security interest over, hold on trust or otherwise transfer the benefit of the
whole or any part of this Agreement save (in the case of any Relevant Purchaser)
to any person directly or indirectly providing funds to any Relevant Purchaser
(or to any group undertaking (as defined in the Companies Act 1985) of the
Purchaser).  15.4.2Except as otherwise expressly provided in this Agreement, a party
may, without the consent of the other parties, assign to a subsidiary the
benefit (but not the burden) of the whole or any part of this Agreement,
provided however that such assignment shall not be absolute but shall be
expressed to have effect only for so long as the assignee remains a subsidiary
of the party concerned.  15.5Third Party Rights  A person who is not a party to this Agreement
has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce
any term of, or enjoy any benefit under, this Agreement.  15.6Variation  No variation of this Agreement shall be
effective unless in writing and signed by or on behalf of the Seller (on behalf
of itself and the other Relevant Sellers) and the Purchaser (on behalf of itself
and the other Relevant Purchasers).  15.7Method of Payment  15.7.1Wherever in this Agreement provision is made for a payment to be
made or procured by the Seller or any Relevant Seller to the Purchaser or any
Relevant Purchaser or to a Group Company, the Seller and the Relevant Seller
shall arrange that such payment shall be made by the Seller for itself and on
behalf of the Relevant Seller to the Purchaser for itself and on behalf of the
Relevant Purchaser or the Group Company.  15.7.2Wherever in this Agreement provision is made for a payment to be
made or procured by the Purchaser or any Relevant Purchaser to the Seller or
any Relevant Seller or to a member of the Sellers Group, the Purchaser and the
Relevant Purchaser shall arrange that such payment shall be made by the
Purchaser for itself and on behalf of the Relevant Purchaser to the Seller for
itself and on behalf of the Relevant Seller the member of the Sellers Group.  15.7.3Any such payments shall be effected by crediting for same day value
the account specified by the Seller or the Purchaser (as the case may be) on
behalf of the party entitled to the payment (reasonably in advance and in
sufficient detail to enable  43


payment by telegraphic or other electronic
means to be effected) on or before the due date for payment.  15.7.4Payment of a sum in accordance with this Clause 15 shall be a good
discharge to the payer (and those on whose behalf such payment is made) of its
obligation to make such payment and the payer (and those on whose behalf such
payment is made) shall not be obliged to see to the application of the payment
as between those on whose behalf the payment is received.  15.8Costs  15.8.1The Seller and the Relevant Sellers shall bear all costs incurred by
them in connection with the preparation, negotiation and execution of this
Agreement, the Local Transfer Documents, the Tax Indemnity and the sale of the
Group.  15.8.2The Purchaser and the Relevant Purchasers shall bear all such costs
incurred by them in connection with the preparation, negotiation and execution
of this Agreement, the Local Transfer Documents, the Tax Indemnity and the
purchase of the Group.  15.9Notarial Fees, Registration, Stamp and Transfer Taxes and
Duties  The Relevant Purchasers shall bear the cost
of all notarial fees and all registration, stamp and transfer taxes and duties
or their equivalents in all jurisdictions where such fees, taxes and duties are
payable as a result of the transactions contemplated by this Agreement. The
Relevant Purchasers shall be responsible for arranging the payment of all such
fees, taxes and duties, including fulfilling any administrative or reporting
obligation imposed by the jurisdiction in question in connection with the payment
of such taxes and duties. The Relevant Purchasers shall indemnify the Relevant
Sellers or any other member of the Sellers Group against any Losses suffered
by that Relevant Seller or member of the Sellers Group as a result of the
Relevant Purchasers failing to comply with their respective obligations under
this Clause 15.9.  15.10Interest  If any party defaults in the payment when due
of any sum payable under this Agreement or the Local Transfer Documents
(howsoever determined) the liability of that party shall be increased to
include interest on such sum from the date when such payment is due until the
date of actual payment (as well after as before judgment) at a rate per annum
of 2 per cent above the base rate from time to time of HSBC Bank plc. Such
interest shall accrue from day to day.  15.11Grossing-up of Indemnity Payments  15.11.1Where any payment is made under this Agreement (other than the Tax
Warranties) pursuant to an indemnity, compensation or reimbursement provision
and that sum is subject to a charge to Taxation in the hands of the recipient
(other than Taxation attributable to a payment being properly treated as an
adjustment to the consideration paid by the Purchaser for the Group Companies
and the Group Businesses) the sum payable shall be increased to such sum as
will ensure that after payment of such Taxation (and after giving credit for
any Tax relief available to the recipient in respect of the matter giving rise
to the payment) the recipient shall be left with a sum equal to the sum that it
would have received in the absence of  44


such a charge to taxation provided that if
either party to this Agreement shall have assigned the benefit (in whole or in
part) of this Agreement, then the liability of the other party under this
Clause 15.10.1 shall be limited to that (if any) which it would have been had
no such assignment taken place.  15.11.2Where any sum constituting an indemnity, compensation or
reimbursement to any party to this Agreement (the Party)
is paid to a person other than the Party but is treated as taxable in the hands
of the Party, the payer shall promptly pay to the Party such sum as shall
reimburse the Party for all Taxation suffered by it in respect of the payment
(after giving credit for any Tax relief available to the Party in respect of
the matter giving rise to the payment).  15.11.3If the recipient of a payment made under this Agreement (other than
the Tax Warranties) receives a credit for, or refund of, any Taxation payable
by it or similar benefit by reason of any deduction or withholding for or on
account of Taxation, then it shall reimburse to the other party such part of
such additional amounts paid to it pursuant to Clauses 15.10.1 and/or 15.10.2
above as the recipient of the payment certifies to the other party that it will
leave it (after such reimbursement) in no better and no worse position than it
would have been in if the other party had not been required to make such
deduction or withholding.  15.12Notices  15.12.1Any notice or other communication in connection with this Agreement
(each, a Notice) shall be:  (i)in writing in English;  (ii)delivered by hand, fax, registered post
or by courier using an internationally recognised courier company.  15.12.2A Notice to the Seller or any Relevant Seller shall be sent to such
party at the following address, or such other person or address as the Seller
may notify to the Purchaser from time to time:  Spirent plc, Spirent House,
Crawley Business Quarter, Fleming Way, Crawley, West Sussex, RH10 9QL, United
Kingdom  Fax: 01293 - 767929  Attention: Paul Eardley(General Counsel)  15.12.3A Notice to the Purchaser or any Relevant Purchaser shall be sent to
such party at the following address, or such other person or address as the
Purchaser may notify to the Seller from time to time:  Harwich Beta S.àr.l, C/- Doughty
Hanson, 45 Pall Mall, London SW1Y 5JG  Fax: +44 (0) 20 7663 9358  Attention: Secretary  15.12.4A Notice shall be effective upon receipt and shall be deemed to have
been received:  (i)at the time of delivery, if delivered
by hand, registered post or courier; and  (ii)at the time of transmission in legible
form, if delivered by fax.  45


15.13Invalidity  15.13.1If any provision in this Agreement shall be held to be illegal,
invalid or unenforceable, in whole or in part, the provision shall apply with
whatever deletion or modification is necessary so that the provision is legal,
valid and enforceable and gives effect to the commercial intention of the
parties.  15.13.2To the extent it is not possible to delete or modify the provision,
in whole or in part, under Clause 15.13.1, then such provision or part of it
shall, to the extent that it is illegal, invalid or unenforceable, be deemed
not to form part of this Agreement and the legality, validity and
enforceability of the remainder of this Agreement shall, subject to any
deletion or modification made under Clause 15.13.1, not be affected.  15.14Counterparts  This Agreement may be entered into in any
number of counterparts, all of which taken together shall constitute one and
the same instrument. Any party may enter into this Agreement by signing any
such counterpart.  15.15Arbitration  15.15.1Subject to Clause 7 (Post-Closing Adjustments), any dispute arising
out of or connected with this Agreement (excluding the Tax Warranties),
including a dispute as to the validity or existence of this Agreement and/or
this Clause 15.15, shall be resolved by arbitration in England and Wales
conducted in English by a single arbitrator pursuant to the rules of the
International Chamber of Commerce, save that, unless the parties to the dispute
agree otherwise, the arbitrator shall draw up, and submit to the parties to the
dispute for signature, the Terms of Reference within 21 days of receiving the
file. The Terms of Reference shall not include a list of issues to be
determined.  15.15.2The appointing body shall be the International Chamber of Commerce.  15.16Governing Law and Submission to Jurisdiction  15.16.1This Agreement shall be governed by and construed in accordance with
English law.  15.16.2Each of the parties irrevocably submits to the non-exclusive
jurisdiction of the courts of England and Wales to support and assist the
arbitration process pursuant to Clause 15.15, including if necessary the grant
of interlocutory relief pending the outcome of that process.  15.17Appointment of Process Agent  15.17.1Each of the Relevant Sellers not incorporated in the United Kingdom
hereby irrevocably appoints the Seller as its agent to accept service of
process in England and Wales in any legal action or proceedings arising out of
this Agreement, service upon whom shall be deemed completed whether or not
forwarded to or received by the Relevant Seller.  15.17.2Each of the Relevant Sellers agrees to inform the Purchaser in
writing of any change of address of such process agent within 28 days of such
change.  15.17.3If such process agent ceases to be able to act as such, each of the
Relevant Sellers irrevocably agrees to appoint a new process agent in England
and Wales  46


acceptable to the Purchaser and to deliver to
the Purchaser within 14 days a copy of a written acceptance of appointment by
the process agent.  15.17.4Each of the Purchaser and the Relevant Purchasers not incorporated
in England and Wales hereby irrevocably appoints Doughty
Hanson & Co (Harwich) Ltd of care of Doughty
Hanson, 45 Pall Mall, London SW1Y 5JG as its agent to accept service of process
in England and Wales in any legal action or proceedings arising out of this
Agreement, service upon whom shall be deemed completed whether or not forwarded
to or received by the Purchaser or the Relevant Purchaser.  15.17.5Each of the Purchaser and the Relevant Purchasers agrees to inform
the Seller in writing of any change of address of such process agent within 28
days of such change.  15.17.6If such process agent ceases to be able to act as such or to have an
address in England and Wales, each of the Purchaser and the Relevant Purchasers
irrevocably agrees to appoint a new process agent in England and Wales
acceptable to the Seller and to deliver to the Seller within 14 days a copy of
a written acceptance of appointment by the process agent.  15.17.7Nothing in this Agreement shall affect the right to serve process in
any other manner permitted by law or the right to bring proceedings in any
other jurisdiction for the purposes of the enforcement or execution of any
judgment or other settlement in any other courts.  In witness whereof this Agreement has been duly executed.  47


SIGNED by Anders Gustafsson
  on behalf of Spirent plc
  }
  /s/ Anders GustafssonSIGNED by Frank Pizzi
  on behalf of Spirent Holdings
  Corporation
  }
  /s/ Frank PizziSIGNED by Eric George Hutchinson
  on behalf of Spirent BV
  }
  /s/ Eric George HutchinsonSIGNED by Steven Bone
  on behalf of Harwich Beta S.àr.l
  }
  /s/ Steve Bone  48


Schedule 1
Part 1
Details of the Share Sellers and Shares  (1)
  
  (2)
  
  (3)
  
  (4)Name
  of Share Seller
  
  Name of
  Company
  
  Shares
  
  Name of Share
  PurchaserSpirent plc
  
  Staeng Limited
  
  6,000 Ordinary SharesHellermannTyton Data Limited
  
  3,000 Ordinary SharesTyton Company of Japan Ltd
  
  2,940 sharesHellermannTyton SAS
  
  1 shareHellermannTyton Ltda
  
  5,681,027 quotasSpirent Holdings
  Corporation
  
  HellermannTyton Corporation
  
  2,571.61 shares of Common StockSpirent BV
  
  HellermannTyton (Pty) Limited
  
  810,000 sharesSpirent Australia (Pty) Ltd
  
  350,000 sharesHellermannTyton GmbH, Austria
  
  one or several shares with a
  total nominal value of 3,450,000HellermannTyton SAS
  
  4,999 sharesHellermannTyton AB
  
  5,000 sharesHellermannTyton Ltda
  
  4,962,825quotasHellermannTyton Srl
  
  96,415 quotasHellermannTyton SrL
  
  604,426 quotasHellermannTyton BV
  
  18,000 sharesHellermannTyton Pte Limited
  
  5,508,000 Ordinary SharesSpirent GmbH
  
  one or several shares with a
  total nominal value of 2,700,000HellermannTyton Rohvel, S.L.
  
  495 shares  49


Part 2
Details of the Group Businesses  (1)
  
  (2)
  
  (3)Name
  of Seller
  
  Brief Description of Group
  Business
  
  Name of Business PurchaserSpirent plc
  
  HellermannTyton Plymouth  the
  business conducted by the Seller at the Property located in Plymouth, United
  KingdomHellermannTyton Aldridge  the
  business conducted by the Seller at the Business Leasehold Property located
  in Aldridge, United KingdomHellermannTyton Manchester 
  the business conducted by the Seller at the Business Properties located in
  Manchester, United KingdomAll other business conducted by
  the Seller under the HellermannTyton name at the remaining Business
  Properties in the United Kingdom and the Republic of Ireland (excluding for
  the avoidance of doubt any business conducted by any of the Group Companies)  50


Schedule 2
Companies and Subsidiaries  1Particulars of the Companies  1.1
  Name of Company:
  
  Staeng LimitedJurisdiction:
  
  United KingdomRegistered Number:
  
  01182252Registered/Principal Office:
  
  Spirent House, Crawley Business
  Quarter, Fleming Way, Crawley, West SussexPrevious name(s) and date of
  name change:
  
  N/ADate and place of
  incorporation:
  
  29 August 1974, England and
  WalesIssued share capital:
  
  £6,000 (£1 Ordinary Shares)Authorised share capital:
  
  £50,000 (£1 Ordinary Shares)Registered shareholders and
  shares held:
  
  Spirent plc (6,000 Ordinary
  Shares)Directors:
  
  Eric George Hutchinson Stephen
  James SalmonSecretary:
  
  Luke Thomas1.2
  Name of Company:
  
  HellermannTyton Data LimitedJurisdiction:
  
  United KingdomRegistered Number:
  
  02412201Registered/Principal Office:
  
  Spirent House, Crawley Business
  Quarter, Fleming Way, Crawley, West SussexDate and place of
  incorporation:
  
  9 August 1989, England and
  WalesPrevious name(s) and date of
  name change:
  
  RW Data Limited (until 2
  January 2003)Issued share capital:
  
  £3,000 (£1 Ordinary Shares)Authorised share capital:
  
  £50,000 (£1 Ordinary shares)Registered shareholders and
  shares held:
  
  Spirent plc (3,000 Ordinary
  Shares)Directors:
  
  Stephen James Salmon Ewan
  WilsonSecretary:
  
  Luke Thomas  51


1.3
  Name of Company:
  
  Tyton Company of Japan, Limited (Taiton Kabushiki Kaisha in Japanese)Jurisdiction:
  
  JapanRegistered Number:
  
  0110-01-013214Registered/Principal office:
  
  Ebisu Prime Square Tower 1-39,
  Hiroo 1-chome, Shibuya-ku, TokyoDate and place of
  incorporation:
  
  29 October 1970, Higashi-nakano
  Nakano-Ku, TokyoPrevious name(s) and date of
  name change:
  
  N/AIssued share capital:
  
  6,000 sharesAuthorised share capital:
  
  24,000 sharesAmount of stated share capital:
  
  JPY300,000,000Registered shareholders and
  shares held:
  
  Spirent plc (2,940 shares)
  Kyoritsu Electric Industries Company Limited (1,800 shares)
  Sansei Bussan Company Limited (1,260 shares)Directors:
  
  Yasutomo Furukawa
  Masayuki Ishikawa
  Yasushi Amano
  Tsutomu Abe
  Stephen James Salmon
  Yoshiyuki Yokomizo
  Akio Hatano
  Yasuo Fukushima
  Anders Gustafsson
  Tomoyuki TakeuchiStatutory Auditor:
  
  Masao SaitoRepresentative Directors:
  
  Yasutomo Furukawa Masayuki Ishikawa1.4
  Name of Company:
  
  HellermannTyton CorporationJurisdiction:
  
  United States of America
  (Delaware)Registered Number:
  
  N/ARegistered/Principal Office:
  
  7930 North Faulkner Road,
  P.O. Box 254017, Milwaukee
  Wisconsin 53224, USA  52


Date and place of
  incorporation:
  
  31 January 1969 (Delaware)Previous name(s) and date of
  name change:
  
  N/AIssued share capital:
  
  2,571.61 shares of Common StockAuthorised share capital:
  
  3,000 shares of Common StockShareholders and shares held:
  
  Spirent Holdings Corporation
  (2,571.61 shares of Common Stock)Directors:
  
  James R Campion
  Anders Gustafsson
  Peter D Jonas
  Stephen James SalmonSecretary:
  
  Peter D Jonas1.5
  Name of Company:
  
  HellermannTyton (Proprietary) LimitedJurisdiction:
  
  South AfricaRegistered number:
  
  1966/006351/07Registered/Principal Office:
  
  34 Milky Way, Umbro Business
  Park,
  LINBRO, GautengDate and place of
  incorporation:
  
  22 July 1966, South AfricaPrevious name(s) and date of
  name change:
  
  Bowthorpe Hellermann Deutsch
  (Pty) Ltd (until March 1991)
  Bowthorpe Hellermann (Pty) Ltd (until November 2000)Issued share capital:
  
  R810,131 (R1 shares)Authorised share capital:
  
  R850,000 (R1 shares)Registered shareholders and
  shares held:
  
  Spirent BV (810,000 shares)Directors:
  
  CT Rosenberg
  Stephen James Salmon (non-executive)
  RP Dewing
  JCW Hattingh
  JN Gardiner
  Hans-Christian Niemann
  Timothy EvansSecretary:
  
  N/A1.6
  Name of Company:
  
  Spirent Australia (Pty) LimitedJurisdiction:
  
  Australia  53


Registered number:
  
  ACN004528778Registered/Principal Office:
  
  Units 2 & 3, 12-14 Mangrove
  LaneDate and place of
  incorporation:
  
  29 September 1961, New South
  WalesPrevious name(s) and date of
  name change:
  
  Incorporated as EMP Surge
  Protection Pty Ltd
  Bowthorpe Australia Pty Ltd
  Spirent Aust Pty Ltd (until 1 June 2000)Issued share capital:
  
  A$350,000 (A$1 shares)Authorised share capital:
  
  N/ARegistered shareholders and
  shares held:
  
  Spirent plc (350,000 shares)Directors:
  
  Mr Furukawa Yasatomo
  Andrew David Howard
  Stephen James Salmon
  Heng-guan LeeSecretary:
  
  Noeleen Hilda Eldridge1.7
  Name of Company:
  
  HellermannTyton GmbHJurisdiction:
  
  AustriaRegistered number:
  
  FN 84311 mRegistered/Principal Office:
  
  A-1221 Wien (Vienna) Obachgasse
  6Date and place of
  incorporation:
  
  29 June 1955, ViennaPrevious name(s) and date of
  name change:
  
  TEWEBE Technischer Werksbedorf
  Gesellschaft m.b.HRegistered share capital:
  
  3,450,000Authorised share capital:
  
  N/AShareholders and shares held:
  
  Spirent BV (one or several
  shares with a total nominal value of 3,450,000)Managing Directors:
  
  Hans-Christian Niemann György
  RothSecretary:
  
  N/A1.8
  Name of Company:
  
  HellermannTyton SASJurisdiction:
  
  FranceRegistered number:
  
  612 056 549 RCS Versailles  54


Registered/Principal office:
  
  2 rue des Hêtres, BP 130 78190
  Trappes FranceDate and place of
  incorporation:
  
  4 July 1973, VersaillesPrevious name(s) and date of
  name change:
  
  N/AIssued share capital:
  
  1,000,000 divided into 5,000
  shares with a nominal value of 200 eachAuthorised share capital:
  
  N/ARegistered shareholders and
  shares held:
  
  Spirent BV (4,999 shares)
  Spirent plc (1 share)Directors:
  
  Spirent plc
  Spirent House, Fleming Way, Crawley, West Sussex RH10 9QL, UK
  represented by Mr Stephen James Salmon
  Patrick Fievet
  Christian Goudet
  Olivier Jourdain
  Hans-Christian Niemann
  Timothy EvansSecretary:
  
  N/A1.9
  Name of Company:
  
  HellermannTyton ABJurisdiction:
  
  SwedenRegistered Number:
  
  556214-9103Registered/Principal Office:
  
  Datavägen 5
  Box 569
  SE-175 26 Järfälla
  SwedenDate and place of
  incorporation:
  
  1982-02-02 JärfällaPrevious name(s) and date of
  name change:
  
  Hellermann Scandinavia AB 
  1999-10-01Issued share capital:
  
  SEK 500,100 divided into 5,001
  shares with a nominal value of SEK 100 eachAuthorised share capital:
  
  N/AShareholders and shares held:
  
  Spirent BV (5,001 shares)Directors:
  
  Mats Erik Lindoff
  Hans-Christian Niemann
  Uwe Karl Paul Noth  55


Secretary:
  
  N/A1.10
  Name of Company:
  
  HellermannTyton Ltda.Jurisdiction:
  
  BrazilRegistered number:
  
  Number of the Commercial
  Registry:
  35.200.954.023
  General Taxpayers Registry:
  62.895.792/0001-67
  State Taxpayers Registry:
  407.401.157.112Registered/Principal office:
  
  State of São Paulo, City of
  Jundiaí, at Avenida José Benassi, 100, Industrial Park, CEP 13213-085.Date and place of
  incorporation:
  
  1 October 1970, State of São
  PauloPrevious name(s) and date of
  name change:
  
  Hellermann do Brasil Indústria
  e comércio Ltda, changed 25 February 1997, Tyton Hellermann do Brasil
  Indústria e Comércio Ltda, changed 1 July 1999.Issued stock capital:
  
  R$10,643,852, divided into
  10,643,852 quotas, with the par value of R$1.00 each.Authorised stock capital:
  
  N/ARegistered partners and quotas
  held:
  
  Spirent BV (4,962,825 quotas)Spirent plc (5,681,027 quotas)Officers:
  
  CEO - Marco Antonio Jorge da
  Costa
  Technical Officer: Marco Antônio de Godoy
  Marketing and Sales Officer: Alexandro de Freitas Zavarizi
  Manufacture Officer: Elbio Edgardo Martinez Tourn
  Human Resources Officer: Carlos Francisco Marcillo
  Assured Quality Officer: Walto Lorenzetto Júnior
  Offices of Chief Finance Officer and Officer without special designation are
  still openSecretary:
  
  N/A1.11
  Name of Subsidiary:
  
  HellermannTyton SrlJurisdiction:
  
  Italy  56


Registered number:
  
  Fiscal code and Companies
  Register number: 02611870284Registered/Principal Office:
  
  Via Prianbole 9/bis
  35010-Limena (PD) - ITDate and place of incorporation:
  
  11 May 1995, Milan, ItalyPrevious name(s) and date of
  name change:
  
  N/AIssued share capital:
  
  101,490.00Authorised share capital:
  
  101,490.00Registered shareholders and
  shares held:
  
  Spirent BV (95% of the
  corporate capital equal to an interest par value of 96,415.50),
  Spirent GmbH (5% of the corporate capital equal to an interest par value of
  5,074.50)Directors:
  
  Stephen James Salmon
  Marco Vergari
  Steven John Pemberton
  Hans-Christian Niemann
  Uwe Karl Paul NothSecretary:
  
  N/A1.12
  Name of Company:
  
  HellermannTyton SrLJurisdiction:
  
  ArgentinaRegistered number:
  
  C.U.I.T: 30-595154037-7 (Tax ID
  Code)Registered/Principal Office:
  
  AV Leandro N. Alem 928, Piso
  7°, Buenos AiresDate and place of
  incorporation:
  
  27 October 1977 (registered RPC
  20 March 1978)Previous name(s) and date of
  name change:
  
  Ingenieria Fournas S.R.L.
  (until January 2001)Issued share capital:
  
  ARS575,644 (ARS 1 quotas)Authorised share capital:
  
  N/ARegistered shareholders and
  shares held:
  
  Spirent BV (545,861 quotas)
  Stephen James Salmon (28,783 quotas)Directors:
  
  José Ernesto Lehman
  Pablo Walter Ianowsky
  Marco da Costa
  José Francisco Merlo
  Adrián Russo  57


Secretary:
  
  N/A1.13
  Name of Company:
  
  HellermannTyton BVJurisdiction:
  
  NetherlandsRegistered number:
  
  32104800Registered/Principal Office:
  
  Vanadlumweg 11C 3812 PX
  AmersfoortDate and place of
  incorporation:
  
  1 November 2004, Rotterdam, The
  NetherlandsPrevious name(s) and date of
  name change:
  
  HellermannTyton B.V.I.O. until
  6 January 2005Issued share capital:
  
  18,000 (1 shares)Authorised share capital:
  
  90,000 (1 shares)Registered shareholders and
  shares held:
  
  Spirent BV (18,000 shares)Directors:
  
  U. Noth
  S.C. JungermannSecretary:
  
  N/A1.14
  Name of Company:
  
  HellermannTyton Pte LtdJurisdiction:
  
  SingaporeRegistered number:
  
  198103227CRegistered/Principal office:
  
  545 Yishun Avenue 7
  Yishun Industrial Park A
  Singapore (768741)Date and place of
  incorporation:
  
  8 July 1981, SingaporePrevious name(s) and date of
  name change:
  
  Hellermann Tyton Asia Pacific
  Private Limited, which was changed as of 5 May 1999
  Tyton Hellermann Asia Pacific Private Limited, which was changed as of 6
  April 1999
  Hellermann Asian Private Limited, which was changed as of 1 March 1996Issued share capital:
  
  S$10,800,000 (S$1 shares)Authorised share capital:
  
  S$10,800,000 (S$1 shares)Registered shareholders and
  shares held:
  
  Tyton Company of Japan Ltd
  (5,292,000 ordinary shares)
  Spirent BV (5,508,000 Ordinary Shares)  58


Directors:
  
  Eric George Hutchinson 
  Stephen James Salmon 
  Lee Heng Guan 
  Toshihiro Tsukamoto 
  Yasutomo Furukawa 
  Masayuki IshikawaSecretary:
  
  Wong Kuan Meng Mark1.15
  Name of Company:
  
  Spirent GmbHJurisdiction:
  
  GermanyRegistered number:
  
  HRB 1948, Commercial Register
  (Handelsregister) of the Local
  Court
  (Amtsgericht) of PinnebergRegistered/Principal office:
  
  Großer Moorweg 45, 25436
  Tornesch, Germany
  Branch:
  Spirent Communications
  Zweigniederlassung der Spirent GmbH, Munich, Germany (HRB 139716,
  Commercial Register (Handelsregister)
  of the Local Court of Munich)Date and place of
  incorporation:
  
  27 January 1983, Cologne,
  GermanyPrevious name(s) and date of
  name change:
  
  Topp Cable Accessories GmbH,
  until 3 January 1992
  Bowthorpe GmbH, until 21 September 2000Registered share capital:
  
  2,700,000 since 7 October 2004Authorised share capital:
  
  N/AShareholders and shares held:
  
  Spirent B.V. (one or several
  shares with a total nominal value of 2,700,000)Managing directors:
  
  Uwe Karl Paul Noth
  Stephen James SalmonSecretary:
  
  N/A1.16
  Name of Company:
  
  HellermannTyton Rohvel, S.L.Jurisdiction:
  
  SpainRegistered number:
  
  B-81707200  59


Registered/Principal office:
  
  Calle la Granja, 100 Nave 8
  28100 AlcobendasDate and place of
  incorporation:
  
  2 April 1997, MadridPrevious name(s) and date of
  name change:
  
  N/AIssued share capital:
  
  3,005.06 represented by 500
  registered shares, numbers 1 to 500, each with a face value of 6.01Authorised share capital:
  
  3,005.06Registered shareholders and
  shares held:
  
  Spirent BV (495 shares)
  Spirent GmbH (5 shares)Directors:
  
  Managing body consists of two directors
  acting jointly and severally:Stephen James SalmonPaul EardleySecretary:
  
  N/A  2Particulars of the Subsidiaries  2.1
  Name of Subsidiary:
  
  HellermannTyton Canada IncJurisdiction:
  
  CanadaRegistered number:
  
  3684661Registered/Principal Office:
  
  160 West Beaver Creek, Unit 1,
  Richmond Hill, OntarioDate and place of
  incorporation:
  
  17 November 1999Previous name(s) and date of
  name change:
  
  N/AIssued share capital:
  
  55,000 common sharesAuthorised share capital:
  
  100,000 common sharesRegistered shareholders and
  shares held:
  
  HellermannTyton Corporation
  (55,000 common shares)Directors:
  
  Thomas Murray James CampionAssistant Secretary:
  
  Shanon Grauer2.2
  Name of Subsidiary:
  
  HT S
  de R.L. de C.V (Mexico)Jurisdiction:
  
  MexicoRegistered number:
  
  HEL 010307 G8A  60


Registered/Principal office:
  
  Anillo Periférico Sur 7980
  Edificio 2D, Parque Industrial Tecnologico II, Colonia Santa Maria
  Tequepexpan, Tlaquepaque, Jalisco, Mexico 45600Date and place of
  incorporation:
  
  7 March 2001, Tlaquepaque,
  Jalisco, MexicoPrevious name(s) and date of
  name change:
  
  N/AIssued share capital:
  
  $9,042,000 Mexican PesosAuthorised share capital:
  
  $9,042,000 Mexican PesosRegistered shareholders and
  shares held:
  
  HellermannTyton Corporation
  ($9,041,970 Mexican Pesos) James Campion (30 Mexican Pesos)Directors:
  
  Max Eduardo Gomez Jones Alfonso Hernandez
  RiveraSecretary:
  
  N/A2.3
  Name of Subsidiary:
  
  EMP
  (Australia) Pty LimitedJurisdiction:
  
  AustraliaRegistered number:
  
  ACN000186756Registered/Principal office:
  
  Taren Point, New South Wales
  2229Date and place of
  incorporation:
  
  5 October 1956, New South WalesPrevious name(s) and date of
  name change:
  
  N/AIssued share capital:
  
  A$40 (A$2 Shares)Authorised share capital:
  
  A$40,000 (A$2 Shares)Registered shareholders and
  shares held:
  
  Spirent Australia Pty LtdDirectors:
  
  Stephen James Salmon
  Andrew David HowardSecretary:
  
  Andrew David Havard2.4
  Name of Subsidiary:
  
  HellermannTyton KftJurisdiction:
  
  HungaryRegistered number:
  
  0109263908Registered/Principal Office:
  
  Kisfaludy u.13, 1047 Budapest,
  HungaryDate and place of
  incorporation:
  
  15 April 1993 (registered as a
  limited liability company: 15 October 1993), Budapest  61


Previous name(s) and date of
  name change:
  
  N/AIssued share capital:
  
  4,500.00 HUFAuthorised share capital:
  
  N/ARegistered shareholders and
  shares held:
  
  HellermannTyton GmbH (Austria)
  (4,400 shares)
  György Róth (100 shares)Directors:
  
  György RóthSecretary:
  
  N/A2.5
  Name of Subsidiary:
  
  HellermannTyton GmbHJurisdiction:
  
  Tornesch, GermanyRegistered number:
  
  HRB 1935 EL, Commercial
  Register
  (Handelsregister) of the Local
  Court
  (Amtsgericht) of PinnebergRegistered/Principal Office:
  
  Großer Moorweg 45, 25436
  Tornesch, GermanyDate and place of
  incorporation:
  
  8 July 1957, HamburgPrevious name(s) and date of
  name change:
  
  Paul Hellermann Gesellschaft
  mit unbeschränkter Haftung, until 6 April 1999Registered share capital:
  
  2,600,000 (since 17 October
  2001)Authorised share capital:
  
  N/AShareholders and shares held:
  
  Spirent GmbH (one or several
  shares with a total nominal value of 2,600,000)Managing directors:
  
  Hans-Christian Niemann Stephen
  James SalmonSecretary:
  
  N/A2.6
  Name of Subsidiary:
  
  HellermannTyton Engineering GmbHJurisdiction:
  
  GermanyRegistered number:
  
  HRB 1941 EL, Commercial
  Register
  (Handelsregister) of the Local
  Court
  (Amtsgericht) of PinnebergRegistered/Principal Office:
  
  Großer Moorweg 45, 25436
  Tornesch, GermanyDate and place of
  incorporation:
  
  22 October 1980, PinnebergPrevious name(s) and date of
  name change:
  
  Hellermann Engineering GmbH,
  until 14 April 1999  62


Registered share capital:
  
  100,000 (since 26 September
  2001)Authorised share capital:
  
  N/AShareholders and shares held:
  
  Spirent GmbH (one or several
  shares with a total nominal value of 100,000)Managing directors:
  
  Hans-Christian Niemann Stephen
  James SalmonSecretary:
  
  N/A2.7
  Name of Subsidiary:
  
  Spirent
  Communications GmbHJurisdiction:
  
  GermanyRegistered number:
  
  HRB 2487 EL, Commercial
  Register
  (Handelsregister) of the Local Court
  (Amtsgericht) of PinnebergRegistered/Principal office:
  
  Großer Moorweg 45, 25436
  Tornesch, GermanyDate and place of
  incorporation:
  
  16 July 2004, HamburgPrevious name(s) and date of
  name change:
  
  N/ARegistered share capital:
  
  25,000Authorised share capital:
  
  N/AShareholders and shares held:
  
  Spirent GmbH, (one or several
  shares with a total nominal value of 25,000)Managing directors:
  
  Uwe Karl Paul NothBritta EtzenSecretary:
  
  N/A2.8
  Name of Subsidiary:
  
  HellermannTyton A/SJurisdiction:
  
  NorwayRegistered Number:
  
  933 112 705Registered/Principal Office:
  
  Stromsovejen 177, Postboks 240,
  Ainabru,
  0614 Oslo, NorwayDate and place of
  incorporation:
  
  31 July 1980Previous name(s) and date of
  name change:
  
  N/AIssued share capital:
  
  NOK 568,000Authorised share capital:
  
  N/A  63


Shareholders and shares held:
  
  HellermannTyton AB (568 shares
  of NOK 1,000 each)Directors:
  
  Mats Lindoff
  Peter Gjerull Nitter
  Erik MichelsenSecretary:
  
  N/A2.9
  Name of Subsidiary:
  
  HellermannTyton (Wuxi) Electrical Accessories Co. LtdJurisdiction:
  
  Peoples Republic of China
  (PRC)Registered number:
  
  003601Registered/Principal office:
  
  Lot 231, Xing Chuang Ba Lu,
  Singapore Industrial Park, Wuxi CityDate and place of
  incorporation:
  
  PRC, 6 November 1997Previous name(s) and date of
  name change:
  
  N/AIssued share capital:
  
  US$3,400,000Authorised share capital:
  
  US$3,400,000Shareholders and shares held:
  
  HellermannTyton Pte LtdDirectors:
  
  Masayuki Ishikawa
  Lee Heng Guan
  Stephen J Salmon
  Toshihiro Tsukamoto
  Yasutamo Furukawa
  Tomomi Seki
  Tang Yock LeongSecretary:
  
  N/A2.10
  Name of Subsidiary:
  
  HellermannTyton
  España, S.L.Jurisdiction:
  
  SpainRegistered number:
  
  B-28803261Registered/Principal office:
  
  Calle la Granja, 100 Nave 8
  28100 AlcobendasDate and place of
  incorporation:
  
  Madrid, 30 March 1998
  Public deed of incorporation granted before the Madrid Notary Mr Ignacio
  Sáenz de Santamaría Vierna, number 1402 of his records  64


Previous name(s) and date of
  name change:
  
  Transcomp Suministros
  Electromecánicos, S.L.
  Name change on 22 June 1998 (public deed granted before the Madrid Notary Mr
  Alfonso González Delso, number 2333 of his records)Issued share capital:
  
  60,101.21 (no of shares not
  known)Authorised share capital:
  
  60,101.21 (no of shares not
  known)Registered shareholders and
  shares held:
  
  HellermannTyton Rohvel, S.L.
  (sole shareholder)Directors:
  
  Managing body consists of two directors
  acting jointly and severally:Stephen James SalmonPaul
  EardleySecretary:
  
  N/A2.11
  Name of Subsidiary:
  
  On-Site
  LimitedJurisdiction:
  
  United KingdomRegistered number:
  
  2884151Registered/Principal office:
  
  Spirent House, Crawley Business
  Quarters,
  Fleming Way, Crawley, West Sussex RH10
  9QLDate and place of
  incorporation:
  
  4 January 1994, England and
  WalesPrevious name(s) and date of
  name change:
  
  Filmhelp Limited until 25
  January 1994Issued share capital:
  
  £100 (£1 Ordinary Shares)Authorised share capital:
  
  £100 (£1 Ordinary Shares)Registered shareholders and
  shares held:
  
  HellermannTyton Data Limited
  (100 Ordinary Shares)Directors:
  
  Stephen James Salmon
  Ewan WilsonSecretary:
  
  Luke Thomas  65


Schedule 3
Part 1
Properties of the Group Companies  Part 1.1 - Properties of the Group Companies  No.
  
  Address of Property
  
  Current
  Owner/Tenant
  
  Leasehold/
  Freehold
  
  If Leasehold:
  Original Parties to
  Lease/Date of Lease1
  
  GERMANY - TORNESCH1.1
  
  Großer Moorweg 45, 25436
  Tornesch, Germany, plot no. 73/5, Land Register of Tornesch, folio 4627
  
  HellermannTyton GmbH
  (Germany)
  
  Freehold
  
  N/A1.2
  
  Großer Moorweg 45, 25436
  Tornesch, Germany, plot no. 74/5, Land Register of Tornesch
  
  HellermannTyton GmbH
  (Germany)
  
  Leasehold
  
  Falko-Harm Hagen (1) HellermannTyton GmbH
  (Germany) (2)
  3 September 20031.3
  
  Großer Moorweg 45, 25436
  Tornesch, Germany, plot no. 73/5 (folio 4627) and plot no. 73/6 (folio 4743),
  Land Register of Tornesch
  
  HellermannTyton GmbH
  (Germany)
  
  Leasehold
  
  TAGO Grundstücks-Vermietungs-Gesellschaft
  mbH & Co. Objekt Hamburg KG Düsseldorf, Germany (1)
  HellermannTyton GmbH (Germany) (2)
  24 June 1998 (subsequent amendments)1.4
  
  Großer Moorweg 45, 25436
  Tornesch, Germany, plot ns. 63/5 and 64/2, Land Register of Tornesch, folio
  1486
  
  HellermannTyton GmbH
  (Germany)
  
  Leasehold
  
  Otto Krosanke GmbH & Co. Hamburg (1)
  HellermannTyton GmbH (Germany) (2)
  4 February 20052
  
  FRANCE
  - TRAPPES2.1
  
  2 rue des Hêtres, Trappes, France
  
  HellermannTyton SAS
  
  Leasehold
  
  Financial lease agreement between Eurosix
  (as financial lessor) and HellermannTyton SAS (as financial lessee)
  31 October 19913
  
  SWEDEN - JARFALLA3.1
  
  Datäragen 5, 17526, Järfälla, Sweden
  
  HellermannTyton AB
  
  Freehold
  
  N/A  66


4
  
  SOUTH AFRICA - JOHANNESBURG4.1
  
  Portion 4 of ERF 9, Frankenwold Extension
  3 Township, Gauteng, South Africa -
  part of Linbro Business Park
  
  HellermannTyton (Pty) Limited
  
  Leasehold
  
  RMB Properties (PTY) Ltd (1)
  HellermannTyton (Pty) Limited (2)
  2 April 20044.2
  
  Portion 3 of ERF 9, Frankenwold Extension
  3 Township, Gauteng, South Africa -
  Part of Linbro Business Park
  
  HellermannTyton (Pty) Ltd
  
  Leasehold
  
  RMB Properties (Pty) Ltd (1)
  Bowthorpe Hellerman (Pty) Limited (2)
  28 May 19995
  
  USA5.1
  
  1250 Creekside Parkway, P.O. Box 110069,
  Naples, Florida, FL 34108, USA
  
  HellermannTyton Corporation
  
  Freehold
  
  N/A5.2
  
  7930 N Faulkner Road, Milwaukee, WI 5322,
  Wisconsin, USA
  
  HellermannTyton Corporation
  
  Freehold
  
  N/A5.3
  
  1115 Hosler Drive, Bolingbrook, Illinois,
  IL 60490, USA
  
  HellermannTyton Corporation
  
  Freehold
  
  N/A6
  
  BRAZIL - JUNDIAÍ6.1
  
  State of São Paulo, City of Jundiaí, at
  Avenida José Benassi, 100, Industrial Park, CEP 13213-085
  
  HellermannTyton Ltda
  
  Freehold
  
  N/A7
  
  CHINA7.1
  
  Lots 230 and 231, Xing Chuang Ba Lu,
  Singapore Industrial Park, Wuxi City
  
  Hellerman Tyton (Wuxi) Electrical
  Accessories Co. Ltd
  
  Leasehold
  
  Wuxi - Singapore Industrial Park
  Development Co. Ltd (1)
  Hellerman Tyton (Wuxi) Electrical Accessories Co. Ltd
  9 July 20038
  
  SINGAPORE8.1
  
  545 Yishun Industrial Park A Yishun
  Avenue 7
  Singapore (768741)
  
  HellermannTyton Pte Ltd
  
  Leasehold
  
  Housing and Development Board (1)
  Hellermann Asean Private Limited (2)
  1 July 1990  67


9
  
  HELLERMANNTYTON DATA9.1
  
  43  45 Salthouse Road, Cornwell
  Business Park, Brackmills,
  Northampton, NN4 7EX
  
  HellermannTyton Data Ltd
  
  Leasehold
  
  Trustees of the R W Data Limited
  Directors Pension Plan (1)
  HellermannTyton Data Ltd (2)
  29 February 20009.2
  
  23 - 25 Tenter Road, Moulton
  Industrial Estate, Northampton
  
  HellermannTyton Data Ltd
  
  Leasehold
  
  Trustees of the R W Data Limited
  Directors Pension Plan (1)
  HellermannTyton Data Ltd (2)
  29 February 200010
  
  JAPAN
  - HYOGO10.1
  
  765-20 Aza-Myogadani,
  Anji, Yasutomi-cho,
  Shiso-gun,
  Hyogo,
  Japan
  
  Taiton Kabushiki Kaisha
  
  Freehold
  
  N/A748-4 Aza-Seiko,
  Anji, Yasutomi-cho,
  Shiso-gun,
  Hyogo,
  Japan751 Aza-Nishiseiko
  Anji, Yasutomi-cho,
  Shiso-gun,
  Hyogo,
  Japan  Part 1.2 - Encumbrances in respect of Group Companies Properties  ALetting Documents  No.
  
  Address of Property
  
  Current
  Owner/Tenant
  
  Part of
  Property
  Affected
  
  Date of
  Lease or
  Licence
  
  Original Parties
  to Lease or
  Licence3.1
  
  Dafäragen 5, 17526 Järfalla, Sweden
  
  HellermannTyton SAS
  
  Part
  
  17 August 2005
  
  HellermannTyton SAS (1) Spirent
  Communications AB (2)  68


BOther Documents  No.
  
  Address of Property
  
  Current Owner/Tenant
  
  Encumbrance6.1
  
  State of São Paulo, City of
  Jundiaí, at Avenida José
  Benassi, 100, Industrial Park,
  CEP 13213-085
  
  HellermannTyton Ltda
  
  a non-aedificandi area (with
  2,630.81 m2), near a power line1.1
  
  Großer Moorweg 45, 25436
  Tornesch, Germany, plot
  no. 73/5, Land Register of
  Tornesch, folio 4627
  
  HellermannTyton GmbH (Germany)
  
  Heritable building right and right of
  pre-emption right until 31 December 2064 to the benefit of TAGO Objekt
  Hamburg KG1.3
  
  Großer Moorweg 45, 25436
  Tornesch, Germany, plot
  ns. 73/6, Land Register of
  Tornesch, folio 4743
  
  HellermannTyton GmbH (Germany)
  
  Heritable building right and pre-emption
  right until 31 December 2064 to the benefit of TAGO Objekt Hamburg KG1.4
  
  Großer Moorweg 45, 25436
  Tornesch, Germany, plot
  no. 63/5 and 64/2, Land
  Register of Tornesch, folio
  1486
  
  HellermannTyton GmbH (Germany)
  
  Owner has undertaken to arrange for a
  pre-emption right to be registered in the land register to the benefit of
  HellermannTyton GmbH (Germany)1.3
  
  Großer Moorweg 45, 25436
  Tornesch, Germany, plot
  ns. 73/6 and 73/7, Land
  Register of Tornesch, folio
  4743
  
  HellermannTyton GmbH (Germany)
  
  Owner has undertaken to sell the Property
  to HellermannTyton GmbH (Germany), if certain requirements are complied with,
  and a priority notice for the conveyance for the benefit of HellermannTyton GmbH
  (Germany) has been registered in the land register
  Further land charge of nominal amount of DEM 22,100,000 (EUR 11,229,550.57)
  plus 16% interest p.a. plus 6% one-off sum is registered to the benefit of
  Eurohypo AG, Europäischë Hypothenbank dur Deutschen Bank, Frankfurt1.2
  
  Großer Moorweg 45, 25436
  Tornesch, Germany, plot
  no. 74/5, Land Register of
  Tornesch, Folio 1916
  
  HellermannTyton GmbH (Germany)
  
  Owner has undertaken to sell the Property
  to HellermannTyton GmbH (Germany), if certain requirements are complied with.
  A priority notice for conveyance has been  69


registered in the land register to the
  benefit of HellermannTyton GmbH (Germany) in this respect
  Further, owner and HellermannTyton GmbH have agreed to arrange for certain
  easements and building charges to be registered in the land register for plot
  no. 73/1 and 73/2 (folio 4743) and no. 73/3 (folio 4627) to the benefit of
  the respective owner
  Further, an annuity obligation (Altenteil) towards Hinrich Hans Hagen and a
  land charge in the amount of 40,000 Deutschmarks (plus 15% interest p.a. and
  5% one-off sum) is registered in the land register1.4
  
  Großer Moorweg 45, 25436
  Tornesch, Germany, plot
  ns. 63/5 and 64/2,
  Land Register of Tornesch, folio
  1486
  
  Harwick GmbH (Germany)
  
  Owner has undertaken to sell the Property
  to HellermannTyton GmbH (Germany), if certain requirements are complied with,
  and to arrange for a priority notice to be registered in the land register to
  the benefit of HellermannTyton GmbH (Germany) in this respect5.2
  
  7930 N Faulkner Road,
  Milwaukee, WI 5322,
  Wisconsin USA
  
  HellermannTyton Corporation
  
  Easement in favour of Wisconsin
  Electrical Power Company5.1
  
  1250 Creekside Parkway,
  P. O. Box 110069, Naples,
  Florida, FL 34108, USA
  
  HellermannTyton Corporation
  
  Mortgage in favour of M&I Marshall
  andIllsley
  Bank4.1
  
  Erpa, Frankenwald Extension 3,
  Gautery Province, South Africa
  
  HellermannTyton (Pty) Ltd
  
  Lease Addendum between Formprops 61 (Pty)
  Limited (1) and HellermannTyton Pty Ltd dated 14 May 20049.1
  
  43/45 Salthouse Road,
  Brackmills, Northampton
  
  HellermannTyton Data Limited
  
  Deed of Variation of Lease of 20
  September 2004 between Trustees for RW Data Limited Directors Pension Plan
  (1) HellermannTyton Data Limited (2) and Spirent plc (3)  70


Schedule 3
Part 2
Business Properties  Part 2.1 - Business Properties  ABusiness Freehold Properties  No.
  
  Name of company owning the
  Business Freehold Property
  
  Address of the Business
  Freehold Property
  
  Title Number (if
  registered)1
  
  Spirent (Crawley) Limited
  
  Pennycross Close
  Plymouth
  Devon
  PL2 3NX
  
  DN115056  BBusiness Leasehold Properties  No.
  
  Address of Property
  
  Current
  Owner
  
  Date of Lease
  
  Original Parties
  to Lease2
  
  Sharston Green Business Park
  1 Robeson Way
  Altrincham Road
  Wythenshawe
  Manchester
  M22 4TY
  
  Spirent plc
  
  15 August 2001
  
  Ringway Developments plc (1)
  Spirent plc (2)3
  
  Unit 76A, Cherry Orchard
  Industrial Estate,
  Ballyfermot, Dublin 10
  
  Spirent plc
  
  4 March 1989
  
  Charles Bell (Ireland) Limited
  (1)
  Spirent plc (2)4
  
  Units 3B & 5, The Castleton
  Centre, 30/42
  York Road, Belfast BY15 3HE
  
  Spirent plc
  
  16 December 2003
  
  Castleton Estates Limited (1)
  Spirent plc (2)5
  
  Wharf Approach, Aldridge,
  Walsall, West
  Midlands, WS9 8BX
  
  Spirent plc
  
  21 April 1999
  
  Espirit Estates Limited (1)
  Spirent plc (2)6
  
  Leestone Road, Sharston
  Industrial Estate,
  Manchester, M22 4RH
  
  Spirent plc
  
  17 March 2005
  
  Millhouse Developments (IOM)
  Limited (1)
  Spirent plc (2)7
  
  Sharston Road, Wythenshawe,
  Manchester
  
  Spirent plc
  
  25 July 1983
  
  Window Shades (Strathclyde)
  Limited (1)
  Bowthorpe-Hellerman Limited (2)  72


No.
  
  Address of Property
  
  Current
  Owner
  
  Date of Lease
  
  Original Parties
  to Lease8
  
  Unit No. BT. 401/1A on the
  Goonhavern Industrial Estate, Truro, Cornwall
  
  Spirent plc
  
  4 January 1990
  
  The English Industrial Estate
  Corporation (1)
  Bowthorpe Holdings plc (2)  Part 2.2 - Encumbrances in respect of the Business Properties  No.
  
  Address of Property
  
  Current Owner
  
  Encumbrance1
  
  Pennycross
  Close, 
  Plymouth
  PL2 3NX
  
  Spirent
  (Crawley) Limited
  
  Agreement
  dated 30 April 1997 between Bowthorpe plc (1) and Orange Personal
  Communications Series Limited (2) and Supplemental Agreement dated 11
  February 2000 between the same parties and Telecom Securicor Cellular Radio
  Limited.  Part 2.3 - General Provisions relating to the Business Properties  1This Schedule incorporates the Standard
Commercial Property Conditions (First Edition) (SCC).
In case of conflict between this Agreement and the SCC, this Agreement
prevails. Terms used or defined in the SCC have the same meanings when used in
this Agreement, and vice versa.  2The Business Properties are sold
together with all buildings, structures, fixed plant, fixed machinery and fixed
equipment thereon.  3The Relevant Purchasers acknowledge
that the Seller has deduced good title to the Business Properties prior to the
date of this Agreement. Accordingly, the Relevant Purchasers shall not raise
any requisition on matters arising before that date.  4Each Business Property is sold subject
to and where applicable with the benefit of:  4.1any unregistered interest which
override first registration under Schedule 1 of the Land Registration Act 2002
Act (the 2002 Act) and any
interests which fall within Section 11(4)(c) of the 2002 Act and any
unregistered interests which override registered dispositions under Schedule 3
of the 2002 Act;  4.2such unregistered interests as may
affect that Business Property to the extent and for so long as they are
preserved by the transitional provisions of Schedule 12 of the 2002 Act;  4.3all deeds and documents (if any) that
are supplemental to or varying the terms of any tenancy comprising a Business
Leasehold Property including but not limited to all matters contained or
referred to in the documents (if any) listed in Part 2.2 of this Schedule (the Real Estate  Documents);  73


4.4all tenancies, license and rights of
occupation affecting each Business Property including but not limited to all
matters contained or referred to in the letting documents (if any) listed in
Part 2.2 of this Schedule (the Letting
Documents);  4.5all matters contained or referred to in
the Property, Proprietorship and Charges registers of the registered title
relating to that Business Property (the Registered
Title) (except fixed and floating charges securing money or
liabilities);  4.6all exceptions, reservations, rights,
easements, quasi easements, wayleaves, rent charges, covenants, conditions,
declarations, leases, tenancies (including statutory tenancies), licences and
agreements affecting the same at the date of this Agreement;  4.7(in the case of a Business Leasehold
Property only) the rents, covenants and conditions reserved by or contained in
the lease (and the Lease Documents referred to in Part 2.1 of this Schedule
(the Lease Documents)) under
which the same is respectively held;  as well as those encumbrances mentioned in
SCC 3.1.2.  5The Relevant Purchasers are deemed to
purchase with full knowledge of the encumbrances referred to in SCC 3.1.2 and
paragraph 4.  6The Seller shall procure that Spirent
(Crawley) Limited enter into a transfer of the Business Property at Pennycross
Close, Plymouth, Devon PL2 3NX.  7The transfer of each Business Property
shall contain covenants with the Seller by the Relevant Purchasers to comply
with the:  7.1obligations arising from the matters
mentioned in the Registered Title;  7.2obligations arising under the Real
Estate Documents (if any);  7.3obligations on the part of the landlord
arising under the Letting Documents (if any);  7.4(in the case of a Business Leasehold
Property only) obligations on the part of the tenant arising under the Lease
Documents,  insofar as the Seller may remain liable directly or indirectly for them
after the date of the transfer and to indemnify the Seller against any
non-compliance.  74


8The transfer shall, at the cost of the
Relevant Purchasers, be engrossed and executed in duplicate. The duplicate copy
shall be delivered within 21 days after Closing to the Sellers Lawyers (for
retention by the Seller).  9As between the Seller and the Relevant
Purchasers, the Business Properties shall be at the risk of the Buyer from the
date of this Agreement. SCC 5.1.1 to 5.1.3 (inclusive) shall not apply.  10For the purposes of paragraph 7 of this
Schedule 3, any reference to the Seller shall be deemed to include a reference
to Spirent (Crawley) Limited in relation to the freehold land at Pennycross
Close, Plymouth, Devon PL2 3NX.  11The Seller shall use all reasonable
endeavours to procure evidence of the discharge of the floating charge pursuant
to a Trust Deed dated 10 November 1966 noted in entry 2 of the charges register
of the title for the freehold land at Pennycross Close, registered under Title
Number DN115956 prior to Closing. In the event that this evidence is not
provided prior to Closing, the Seller shall procure that Spirent (Crawley)
Limited provide an indemnity to the Relevant Purchaser in respect of any
continuing liability and any action or proceedings commenced against the
Relevant Purchaser in relation to the charge.  75


Schedule 4
Intellectual Property  The Business Intellectual Property
is sold subject to the provisions of the Licence Agreements.  Schedule 4
Part 1
List of Registered Intellectual Property and Unregistered Trade Marks of the
Seller  Part 1.1  List of Registered Intellectual Property  Part 1.1.1  Patents  PATENT NAME
  
  COUNTRY
  
  APPLICATION
  NO
  
  APPLICATION DATE
  
  GRANT NO
  
  GRANT DATEMetal Ball Tie Head
  
  Great Britain
  
  9516779.7
  
  16 August 1995
  
  2304367
  
  17 March 1999Metal Ball Tie Head EP
  
  Denmark
  
  96305822.7
  
  8 August 1996
  
  0758616
  
  7 March 2001Metal Ball Tie Head EP
  
  France
  
  96305822.7
  
  8 August 1996
  
  0758616
  
  7 March 2001Metal Ball Tie Head EP
  
  Italy
  
  96305822.7
  
  8 August 1996
  
  0758616
  
  7 March 2001Metal Ball Tie Head
  
  Germany
  
  96305822.7
  
  8 August 1996
  
  69611955.2
  
  7 March 2001Metal Ball Tie Head EP
  
  Sweden
  
  96305822.7
  
  8 August 1996
  
  0758616
  
  7 March 2001Metal Ball Tie Head
  
  South Africa
  
  96/6742
  
  8 August 1996
  
  96/6742
  
  23 September 1997Metal Ball Tie Head
  
  Australia
  
  62060/96
  
  14 August 1996
  
  702740
  
  17 June 1999Metal Ball Tie Head
  
  Norway
  
  19963414
  
  15 August 1996
  
  312713
  
  24 June 2002Metal Ball Tie Head
  
  Japan
  
  8-233681
  
  16 August 1996
  
  PendingModular Fixing Tie
  
  Great Britain
  
  0104095.5
  
  20 February 2001
  
  2372283
  
  7 April 2004Moving Trigger Tie
  
  Great Britain
  
  0115419.4
  
  23 June 2001
  
  2376714
  
  27 October 2004AMTS Banding Tool
  
  Great Britain
  
  0300980.0
  
  16 January 2003
  
  2385294
  
  22 June 2005AMTS Banding Tool
  
  Europe
  
  03250936.6
  
  15 February 2003AMTS Banding Tool (Strap Folding)
  
  Great Britain
  
  0507510.6
  
  14 April 2005
  
  2409994AMTS Banding Tool (head constraining)
  
  Great Britain
  
  0507511.4
  
  14 April 2005
  
  2409995AMTS Banding Tool (head locating)
  
  Great Britain
  
  0507512.2
  
  14 April 2005
  
  2409996AMTS Tie for Banding Tool
  
  Great Britain
  
  0300983.6
  
  16 January 2003
  
  2385787
  
  6 July 2005AMTS Tie for Banding Tool
  
  Europe
  
  03250937.4
  
  15 February 2003  76


PATENT NAME
  
  COUNTRY
  
  APPLICATION
  NO
  
  APPLICATION DATE
  
  GRANT NO
  
  GRANT DATEAMTS Tie for Banding Tool (tool location)
  
  Great Britain
  
  0505327.7
  
  16 March 2005
  
  2409641AMTS Tie for Banding Tool (strap attachment)
  
  Great Britain
  
  0505329.3
  
  16 March 2005
  
  2409642AMTS Tie for Banding Tool (under head standoff)
  
  Great Britain
  
  0505332.7
  
  16 March 2005
  
  2409643Marker System
  
  Great Britain
  
  0508728.3
  
  29 April 2005Cablelok
  
  Belgium
  
  94912616.3
  
  28 September 1995
  
  EP 694225
  
  12 March 1997Cablelok
  
  France
  
  94912616.3
  
  28 September 1995
  
  EP 694225
  
  12 March 1997Cablelok
  
  Germany
  
  94912616.3
  
  28 September 1995
  
  EP 69402062.1
  
  12 March 1997Cablelok
  
  Great Britain
  
  9400697
  
  13 January 1994
  
  2277206
  
  11 September 1996Cablelok
  
  Italy
  
  94912616.3
  
  28 September 1995
  
  EP 694225
  
  12 March 1997Cablelok
  
  Netherlands
  
  94912616.3
  
  28 September 1995
  
  EP 694225
  
  12 March 1997Cablelok
  
  Spain
  
  94912616.3
  
  28 September 1995
  
  EP 94912616.3
  
  12 March 1997Cablelok
  
  Sweden
  
  94912616.3
  
  28 September 1995
  
  EP 94912616.3
  
  12 March 1997Cablelok
  
  USA
  
  08939449
  
  29 September 1997
  
  6100472
  
  8 August 2000Cablelok II
  
  Great Britain
  
  9504018.4
  
  1 March 1995
  
  2298527
  
  16 December 1998Cablelok II
  
  USA
  
  08/609496
  
  1 March 1996
  
  5783778
  
  21 July 1998Eliptical Tray
  
  Great Britain
  
  97115446.3
  
  6 September 1997
  
  EP 0816887
  
  5 January 2000Eliptical Tray
  
  Belgium
  
  97115446.3
  
  6 September 1997
  
  EP 0816887
  
  5 January 2000Eliptical Tray
  
  France
  
  97115446.3
  
  6 September 1997
  
  EP 0816887
  
  5 January 2000Eliptical Tray
  
  Germany
  
  97115446.3
  
  6 September 1997
  
  EP 69701064.3
  
  5 January 2000Single Fibre Management
  
  Great Britain
  
  96939205.9
  
  14 May 1998
  
  EP 0873536
  
  10 May 2000Double Sided Tray
  
  Great Britain
  
  0025465.6
  
  17 October 2000
  
  2368136
  
  24 April 2002Segmented Pivot Enclosure
  
  Great Britain
  
  0223022.5/GB2380809A
  
  4 October 2002
  
  pendingImproved Optical Fibre Retainer
  
  Great Britain
  
  0219225.0/GB2391953A
  
  16 August 2002
  
  2391953
  
  8 June 2005Improved Optical Fibre Retainer
  
  European
  
  03255089.1/EP1389736
  
  15 August 2003
  
  pendingBlocking Device for Optical Fire Cable
  
  GB
  
  0313279.2/GB2392253A
  
  15 August 2003
  
  2392253
  
  13 July 2005Blocking Device for Optical Fire Cable
  
  European
  
  03255090.7/EP1394588A3
  
  15 August 2003
  
  pending  77


PATENT NAME
  
  COUNTRY
  
  APPLICATION
  NO
  
  APPLICATION DATE
  
  GRANT NO
  
  GRANT DATEOptical Fibre Storage
  
  New Zealand
  
  231451
  
  20 November 1989
  
  231451
  
  14 November 1991Pivoted Tray
  
  USA
  
  08/824269
  
  26 March 1997
  
  5768463
  
  16 June 1998Thermal Transfer Printer
  
  France
  
  97310008.4
  
  11 December 1997
  
  EP 0847864
  
  18 September 2002Thermal Transfer Printer
  
  Germany
  
  9731008.4
  
  11 December 1997
  
  EP 69715574.9
  
  18 September 2002Thermal Transfer Printer
  
  Great Britain
  
  9724862.9
  
  26 November 1997
  
  2320225
  
  9 June 1999Thermal Transfer Printer
  
  Italy
  
  9731008.4
  
  11 December 1997
  
  EP 0847864
  
  18 September 2002Thermal Transfer Printer
  
  Sweden
  
  9731008.4
  
  11 December 1997
  
  EP 9731008.4
  
  18 September 2002Thermal Transfer Printer
  
  USA
  
  09/228386
  
  12 January 1999
  
  6211117
  
  3 April 2001Connector Less Backshell Adaptor
  
  Great Britain
  
  9918533.2
  
  6 August 1999
  
  2337878
  
  19 April 2000Automatic tie gun
  
  EP
  
  90303127.6
  
  23.03.1990
  
  0390434
  
  20 May 1992Automatic Tying Apparatus and Tie
  
  JP
  
  H02(1990)-84749
  
  30.03.1990
  
  2613114
  
  27 February 1997  78


Part 1.1.2  Trade Marks  OWNER/APPLICANT
  
  MARK
  
  STATUS
  
  APPLICATION
  NO
  
  APPLICATION
  DATE
  
  REGISTERED
  NO
  
  REGISTERED
  DATE
  
  CLASS
  
  EXPIRY DATEBowthorpe Plc
  
  HELSYN
  
  Active
  
  CA 185649
  
  1944-12-13
  
  CA UCA20899
  
  1944-12-13
  
  CL09; CL17
  
  Spirent Plc
  
  ALPHALOK
  
  Active
  
  CA 1086774
  
  2000-12-18
  
  CA TMA572974
  
  2003-01-02
  
  CL06; CL08; CL09; CL11; CL12
  
  Spirent Plc
  
  ALPHALOK
  
  Registration
  
  EM 1721893
  
  2000-06-23
  
  EM 1721893
  
  2001-09-12
  
  CL09
  
  2010-06-23Bowthorpe Hellermann Ltd
  
  CRADLECLIP
  
  Unpublished registration
  
  IT 82-43921
  
  1982-03-10
  
  IT 410495
  
  1986-03-03
  
  CL17
  
  Bowthorpe-Hellermann Ltd
  
  CRADLECLIP
  
  Registration
  
  244142
  
  1977-04-05
  
  FR 1013488
  
  
  
  CL17
  
  Spirent Plc
  
  CRADLECLIP
  
  Registration
  
  GB 840544
  
  1962-10-18
  
  GB 840544
  
  
  
  CL09
  
  2007-10-18Spirent Plc
  
  FOSPRO
  
  Registration
  
  GB 783071
  
  1958-10-22
  
  GB 783071
  
  
  
  CL01
  
  2007-10-22Spirent Plc
  
  FOSPRO 226
  
  Registration
  
  GB 856014
  
  1963-11-01
  
  GB 856014
  
  
  
  CL02
  
  2008-11-01Spirent Plc
  
  FOSPRO 226
  
  Registration
  
  GB 856015
  
  1963-11-01
  
  GB 856015
  
  
  
  CL04
  
  2008-11-01Spirent Plc
  
  HELAGRIP
  
  Registration
  
  GB 1097314
  
  1978-06-16
  
  GB 1097314
  
  
  
  CL17
  
  2009-06-16Bowthorpe Hellermann
  
  HELASHRINK
  
  Unpublished registration
  
  IT 84-23787
  
  1984-12-13
  
  IT 440457
  
  1986-08-11
  
  CL01; CL17
  
  1994-12-13Bowthorpe Plc
  
  HELASHRINK
  
  Registration
  
  173075
  
  1989-12-07
  
  FR 1564058
  
  
  
  CL01; CL17
  
    79


OWNER/APPLICANT
  
  MARK
  
  STATUS
  
  APPLICATION
  NO
  
  APPLICATION
  DATE
  
  REGISTERED
  NO
  
  REGISTERED
  DATE
  
  CLASS
  
  EXPIRY DATEBowthorpe Plc
  
  HELASHRINK
  
  Registration
  
  DE H 25847 17WZ
  
  1964-12-01
  
  DE 825354
  
  1966-10-25
  
  CL17
  
  2014-12-30Bowthorpe-Hellermann Ltd
  
  HELASHRINK
  
  Registration
  
  537526
  
  1979-12-17
  
  FR 1130272
  
  
  
  CL01; CL17
  
  Bowthorpe-Hellermann Ltd;
  Bowthorpe Plc
  
  HELASHRINK
  
  Renewed
  
  US 72252380
  
  1966-08-15
  
  US 848919
  
  1968-05-14
  
  CL09
  
  2008-05-14Spirent Plc
  
  HELASHRINK
  
  Registration
  
  GB 861015
  
  1964-03-02
  
  GB 861015
  
  
  
  CL17
  
  2009-03-02Spirent Plc
  
  HELATEMP
  
  Registration
  
  GB 1097315
  
  1978-06-16
  
  GB 1097315
  
  
  
  CL17
  
  2009-06-16Spirent Plc
  
  HELLAFOS
  
  Registration
  
  GB 1455756
  
  1991-02-14
  
  GB 1455756
  
  1992-11-20
  
  CL09
  
  2008-02-14Spirent Plc
  
  HELLAPON
  
  Registration
  
  GB 2016925
  
  1995-04-08
  
  GB 2016925
  
  1996-11-22
  
  CL09
  
  2015-04-08Spirent Plc
  
  HELLERINE
  
  Registration
  
  GB 1097312
  
  1978-06-16
  
  GB 1097312
  
  
  
  CL04
  
  2009-06-16Bowthorpe Plc
  
  HELLERMANN
  
  Register and Renewed
  
  US 71665110
  
  1954-11-23
  
  US 0602539
  
  1955-02-22
  
  CL09
  
  2005-02-22Spirent Plc
  
  HELLERMANN
  
  Registration
  
  GB 625521
  
  1943-09-29
  
  GB 625521
  
  
  
  CL08
  
  2006-09-29Spirent Plc
  
  HELLERMANN
  
  Registration
  
  GB 625522
  
  1943-09-30
  
  GB 625522
  
  
  
  CL17
  
  2006-09-30Spirent Plc
  
  HELLERMANN
  
  Registration
  
  GB 820459 B
  
  1961-05-04
  
  GB B820459
  
  
  
  CL06
  
  2006-05-04Spirent Plc
  
  HELLERMANN
  
  Registration
  
  GB 820460 B
  
  1961-05-04
  
  GB B820460
  
  
  
  CL17
  
  2006-05-04Spirent Plc
  
  HELLERMANN
  
  Registration
  
  GB 896725 B
  
  1966-07-04
  
  GB B896725
  
  
  
  CL09
  
  2011-07-04  80


OWNER/APPLICANT
  
  MARK
  
  STATUS
  
  APPLICATION
  NO
  
  APPLICATION
  DATE
  
  REGISTERED
  NO
  
  REGISTERED
  DATE
  
  CLASS
  
  EXPIRY DATESpirent Plc
  
  HELLERMANN CABLELOCK
  
  Registration
  
  GB 2005602
  
  1994-12-16
  
  GB 2005602
  
  1996-02-09
  
  CL17
  
  2014-12-16Bowthorpe-Heller-Mann Ltd
  
  HELSYN
  
  Registration
  
  193932
  
  1975-07-03
  
  FR 927869
  
  
  
  CL17
  
  Spirent Plc
  
  HELSYN
  
  Registration
  
  GB 618839
  
  1942-05-13
  
  GB 618839
  
  
  
  CL17
  
  2015-05-13Spirent Plc
  
  HELVIN
  
  Registration
  
  GB 625035
  
  1943-08-31
  
  GB 625035
  
  
  
  CL17
  
  2006-08-31Bowthorpe Hellermann Ltd
  
  INSULOID
  
  Unpublished registration
  
  IT 82-43970
  
  1982-05-19
  
  IT 490023
  
  1988-03-09
  
  CL17
  
  Bowthorpe Plc
  
  INSULOID
  
  Registration
  
  846838
  
  1987-03-25
  
  FR 1400390
  
  
  
  CL09; CL17
  
  Bowthorpe-Hellermann Ltd
  
  INSULOID
  
  Registration
  
  244143
  
  1977-04-05
  
  FR 1013489
  
  
  
  CL09; CL17
  
  Spirent Plc
  
  INSULOID
  
  Registration
  
  GB 635045
  
  1945-02-15
  
  GB 635045
  
  
  
  CL17
  
  2008-02-15Bowthorpe Plc
  
  INSULOK
  
  Registered
  
  
  
  
  
  AU 165199
  
  1961-02-22
  
  CL17
  
  2006-02-22Bowthorpe Plc
  
  INSULOK
  
  Renewal
  
  958686
  
  1988-10-04
  
  FR 1583135
  
  
  
  CL20
  
  Bowthorpe Plc
  
  INSULOK
  
  Active
  
  CA 261407
  
  1961-02-23
  
  CA TMA138762
  
  1965-01-15
  
  CL06; CL09
  
  Bowthorpe Plc
  
  INSULOK
  
  Registration
  
  DE J 8015 17WZ
  
  1968-09-16
  
  DE 865818
  
  1970-02-05
  
  CL17
  
  2008-09-30Bowthorpe Plc
  
  INSULOK
  
  Unpublished registration
  
  IT 98-8044-MI
  
  1998-08-07
  
  IT 846125
  
  2001-05-25
  
  CL08; CL17
  
  Bowthorpe-Hellermann Ltd
  
  INSULOK
  
  Registration
  
  298021
  
  1978-10-09
  
  FR 1070749
  
  
  
  CL17
  
    81


OWNER/APPLICANT
  
  MARK
  
  STATUS
  
  APPLICATION
  NO
  
  APPLICATION
  DATE
  
  REGISTERED
  NO
  
  REGISTERED
  DATE
  
  CLASS
  
  EXPIRY DATESpirent Plc
  
  INSULOK
  
  Registration
  
  GB 815173
  
  1961-01-03
  
  GB 815173
  
  
  
  CL17
  
  2006-01-03Bowthorpe Plc
  
  KABELRAP
  
  Registration
  
  291907
  
  1978-08-16
  
  FR 1086269
  
  
  
  CL08; CL17
  
  Bowthorpe Plc
  
  KABELRAP
  
  Renewal
  
  947644
  
  1988-08-08
  
  FR 1482134
  
  
  
  CL08; CL17
  
  Bowthorpe Plc
  
  KABELRAP
  
  Unpublished registration
  
  IT 98-7216-MI
  
  1998-07-17
  
  IT 845377
  
  2001-05-23
  
  CL17
  
  Spirent Plc
  
  OVALGRIP
  
  Registration
  
  GB 1097318 B
  
  1978-06-16
  
  GB B1097318
  
  
  
  CL20
  
  2009-06-16Bowthorpe-Hellermann Ltd
  
  PLASCLIP
  
  Registration
  
  244149
  
  1977-04-05
  
  FR 1013495
  
  
  
  CL06
  
  Bowthorpe Hellermann Ltd
  
  PLASKLIP
  
  Unpublished registration
  
  IT 82-43975
  
  1982-05-25
  
  IT 490024
  
  1988-03-09
  
  CL20
  
  Bowthorpe Plc
  
  SERVIDENT
  
  Registration
  
  708499
  
  1984-07-10
  
  FR 1278474
  
  
  
  CL09; CL20
  
  Spirent Plc
  
  SNAPPER
  
  Renewal
  
  677615
  
  1983-10-05
  
  FR 1247126
  
  
  
  CL20
  
  Spirent Plc
  
  SPEEDYTIE
  
  Registration
  
  GB 2295043
  
  2002-03-12
  
  GB 2295043
  
  2002-08-30
  
  CL20
  
  2012-03-12Spirent Plc
  
  TIPS
  
  Registration
  
  GB 2119632
  
  1996-12-24
  
  GB 2119632
  
  1997-08-22
  
  CL07; CL09
  
  2006-12-24Spirent Plc
  
  TWINLAY
  
  Expired mark
  
  GB 694455 B
  
  1950-12-06
  
  GB B694455
  
  
  
  CL17
  
  Spirent Plc
  
  TY-ITS TY-ITS TY-ITS
  
  Registration
  
  GB 2131645
  
  1997-05-02
  
  GB 2131645
  
  1997-11-28
  
  CL20
  
  2007-05-02Bowthorpe Hellermann
  
  TYTON
  
  Unpublished registration
  
  IT 88-43947
  
  1988-02-25
  
  IT 528178
  
  1990-05-16
  
  CL08
  
  2008-02-25  82


OWNER/APPLICANT
  
  MARK
  
  STATUS
  
  APPLICATION
  NO
  
  APPLICATION
  DATE
  
  REGISTERED
  NO
  
  REGISTERED
  DATE
  
  CLASS
  
  EXPIRY DATEBowthorpe Plc
  
  TYTON
  
  Registration
  
  903958
  
  1988-02-03
  
  FR 1448177
  
  
  
  CL08
  
  Bowthorpe Plc
  
  TYTON
  
  Unpublished registration
  
  IT 98-8107-MI
  
  1998-08-07
  
  IT 846183
  
  20010525
  
  CL08
  
  Bowthorpe-Hellermann Ltd
  
  TYTON
  
  Registration
  
  269170
  
  1978-02-13
  
  FR 1041412
  
  
  
  CL08
  
  Spirent Plc
  
  UNICUT
  
  Registration
  
  GB 858396
  
  1964-01-01
  
  GB 858396
  
  
  
  CL16
  
  2009-01-01Bowthorpe Plc
  
  ZETALOK
  
  Published for Opposition
  
  US 75442890
  
  1998-03-02
  
  US 2361169
  
  2000-06-27
  
  CL09
  
  2010-06-27Spirent Plc
  
  ZETALOK
  
  Registration
  
  GB 2157100
  
  1998-02-03
  
  GB 2157100
  
  1998-07-24
  
  CL09
  
  2008-02-03  The Registered Intellectual
Property included in the Business Intellectual Property shall be transferred by
means of assignments in the Agreed Terms suitable for transferring on a
jurisdiction by jurisdiction basis all right, title and interest to the
Relevant Purchasers and for recording the assignments in the relevant registries.  Part 1.2  List of unregistered trade marks included in the Business
Intellectual Property  N/A  83


Schedule 4
Part 2
Licence Agreements (excluding shrink-wrap licences for computer software)  Parts 2.1 and 2.2  Licence Agreements included in the Sellers Material
IP in respect of which any of the Group Companies or the Seller is the Licensee
or the Licensor  Country
  
  Document DescriptionUK
  
  Patent Licence between (1)
  Staeng Limited and (2) Polamco Limited for the manufacture and sale of
  Constant Force Spring Backshell Assembly UnitsUK
  
  Patent Licence between (1)
  Staeng Limited and (2) Isodyne Corporation for the manufacture and sale of
  Constant Force Spring Backshell Assembly UnitsUK
  
  Licence Agreement between (1)
  Geac Enterprise Solutions Limited and (2) Hellermann Tyton UK LtdUK
  
  Master Services & Licence
  Agreement between (1) Tradepoint Systems Ltd and (2) Hellermann TytonUK
  
  Settlement and License
  Agreement between (1) Panduit Corp and (2) Spirent PlcHT
  
  Joint Development and
  Cooperative Marketing Agreement between Cormant Technologies INC and
  Hellermann Tyton Data LtdHT
  
  Sage line 100 Accounting System
  licenceBrazil
  
  Licence for Use, Maintenance
  and Support of Software between (1) Softdata Solucoes LTDA and (2) Tyton
  Hellermann Do Brasil Industria e Comercio LTDAGermany
  
  Agreement between (1)
  Hellermann Tyton GmbH and (2) FORMA Baumgarten KG (GmbH + Co)Germany
  
  Patent Licence Agreement between
  (1) Bowthorpe-Hellermann Limited and (2) Hellermann Tyton GmbHGermany
  
  Sub-Licence Agreement between
  (1) Hellermann Tyton GmbH and (2) Tyton CorporationGermany
  
  Agreement between (1)
  Hellermann Tyton GmbH and (2) Deutsche Bank AG  84


Country
  
  Document Descriptionregarding D8 - Direct
  Electronic Banking SystemGermany
  
  Software Purchase & Hosting
  Agreement between Spirent GmbH and Stibo Catalog A/SGermany
  
  Agreement between (1)
  Hellermann Tyton GmbH and (2) Bowi GmbH regarding Port Info SoftwareGermany
  
  Agreement between (1)
  Hellermann Tyton GmbH and (2) ConmatiX Engineering Solutions GmbH regarding
  GSMS Stock ControlGermany
  
  Agreement between (1)
  Hellermann Tyton GmbH and (2) Hansalog regarding Payroll Accounting SoftwareGermany
  
  Agreement between (1)
  Hellermann Tyton GmbH and (2) Bosch regarding Time Recording System from 1
  October 2005Germany
  
  Agreement between (1)
  Hellermann Tyton GmbH and (2) PASCAL Beratungsgesellschaft regarding et all
  Easy/DFU/IT ConsultanceGermany
  
  Agreement between (1)
  Hellermann Tyton GmbH and (2) IBM regarding CATIAGermany
  
  Agreement between (1)
  Hellermann Tyton GmbH and (2) TransCAT GmbH & Co. KG regarding Q-CheckerGermany
  
  Agreements between (1)
  Hellermann Tyton GmbH and (2) Robert Bosch GmbH regarding (i) EDI and (ii)
  Time Recording SystemGermany
  
  Software Licence Agreement
  between (1) Hellermann Tyton GmbH and (2) Format Software Service GmbH
  regarding Format ExportGermany
  
  Software Agreement between (1)
  Hellermann Tyton GmbH and (2) AscadGermany
  
  Copy of Software Agreement
  between (1) Hellermann Tyton Engineering GmbH and (2) EFK
  Entwicklungsgesellschaft fur Kommunikationssysteme GmbHGermany
  
  Software Agreement between (1)
  Hellermann Tyton Engineering GmbH and (2) EFK Entwicklungsgesellschaft fur
  Kommunikationssysteme GmbHGermany
  
  Software Agreement between
  Hellermann Tyton GmbH and Actis GmbH  85


Country
  
  Document DescriptionGermany
  
  Software Agreement between
  Hellermann Tyton Engineering GmbH and CentriforceGermany
  
  Software Agreement between
  Hellermann Tyton Engineering GmbH and NET AG Consulting und VertriebGermany
  
  Software Agreement between
  Hellermann Tyton Engineering GmbH and Rand Technologies GmbHGermany
  
  Software Agreement between
  Hellermann Tyton Engineering GmbH and Solid WorksGermany
  
  Hellermann Tyton Engineering
  GmbH and Schubert Software und SystemeUSA
  
  IBM - Licence Use Management
  Software InformationUSA
  
  Software Licence Agreement
  between (1) Precision Software Ltd and (2) Hellermann Tyton CorporationUSA
  
  J.D Edwards World Solutions
  Company Change in designated Processor or Reallocation of Users Notification
  Form with an attached Software Licence AgreementUSA
  
  Digital Equipment Corporation
  Licence PAK for OVMS Alpha Base ASVR 4000/AUSA
  
  Synergex Licence PAKs for Tyton
  CorporationUSA
  
  Executive Software Int. Product
  Authorisation Key Information for Hellermann TytonUSA
  
  Bluebeam Software Inc Licence
  Certificate regarding Bluebeam Pushbutton PDF v2USA
  
  Software Licence Agreement for
  Diskeeper between (1) Tyton Hellermann and (2) Executive Software
  International IncJapan
  
  Matsushitadenko Licence
  AgreementJapan
  
  HR System Agreement - ATMsJapan
  
  Groupware - Licence Agreement -
  Power EggSingapore
  
  PM (W) Licence  86


Schedule 5
Contracts
(Clause 2.3.1(vi))  1Obligation to obtain Third
Party Consents  1.1In relation to any Contract which is
not assignable without a Third Party Consent, this Agreement shall not be
construed as an assignment or an attempted assignment and the Seller and the
relevant Business Purchaser shall each use reasonable endeavours both before
and after Closing to obtain all necessary Third Party Consents as soon as
possible and shall keep each other informed of progress in obtaining such Third
Party Consents. The Seller shall deliver to the relevant Business Purchaser, on
Closing or, if later, as soon as possible after receipt, any Third Party
Consent and a transfer or assignment, as appropriate, duly executed by the
appropriate parties.  1.2In connection with the obtaining of any
Third Party Consent referred to in paragraph 1.1, the relevant Business
Purchaser shall supply to the Seller such information and references regarding
the financial position of the relevant Business Purchaser as may be reasonably
requested by the Seller or any relevant third party and shall enter into such
undertakings or procure such guarantees in favour of any relevant third party
as may be reasonably requested pursuant to the terms of any Contract in respect
of any liabilities or obligations to which the relevant Business Purchaser will
become subject or which the relevant Business Purchaser will incur on
assignment.  2Obligations until Third Party
Consents are obtained/where Third Party Consents are refused  2.1Subject to paragraph 2.2, the Business
Purchasers shall, from Closing, assume, carry out, perform and discharge the
Sellers obligations under the Contracts and shall indemnify and keep
indemnified the Seller against any liability incurred by the Seller arising
from the failure by the Business Purchasers to assume, carry out, perform or
discharge such obligations and against any Losses which the Seller may suffer
by reason of the Seller taking any reasonable action to avoid, resist or defend
any liability referred to in this paragraph.  2.2In respect of any Contract, from
Closing until the relevant Third Party Consent has been obtained as
contemplated by paragraph 1.1 or where the Third Party Consent has been
refused:  2.2.1the Seller shall hold on trust to the
extent it is lawfully able to do so or, where it is not lawfully able to do so
or where holding on trust is not possible under local law, the Seller and the
relevant Business Purchaser shall make such other arrangements between
themselves to provide to the relevant Business Purchaser the benefits of the
Contract, including the enforcement at the cost and for the account of the
relevant Business Purchaser of all rights of the Seller against any other party
thereto;  2.2.2to the extent that the relevant
Business Purchaser is lawfully able to do so, the relevant Business Purchaser
shall perform the Sellers obligations under the Contract as agent or
sub-contractor and shall indemnify the Seller in respect thereof. To the extent
that the relevant Business Purchaser is not lawfully able to do so, the Seller
shall, (subject to being indemnified by the relevant Business  87


Purchaser for any
Losses the Seller may incur in connection therewith) do all such things as the
relevant Business Purchaser may reasonably require to enable due performance of
the Contract and the relevant Business Purchaser shall indemnify the Seller in
respect thereof.  3Occupation of Business
Leasehold Properties  3.1In respect of any Business Leasehold
Property, until the relevant Third Party Consent has been obtained, a Relevant
Purchaser may at any time after Closing go into occupation of such leasehold
property as licensee of the Seller and subject to the following provisions:  3.1.1the Relevant Purchaser shall pay, or
indemnify the Seller against, all outgoings and expenses relating thereto
arising after the Relevant Purchasers occupation begins;  3.1.2the Relevant Purchaser shall be
entitled to any income thereof arising after the Relevant Purchasers
occupation begins; and  3.1.3the Relevant Purchaser shall observe
and perform all the covenants and conditions contained or referred to in any
relevant lease of the Business Leasehold Property and shall indemnify the
Seller against all Losses arising from the possession or occupation of such
Business Leasehold Property by the Relevant Purchaser.  3.2In respect of any Business Leasehold
Property for which a Third Party Consent is required, the Relevant Seller shall
deliver to the Relevant Purchaser an executed transfer as soon as reasonably
practicable after the Third Party Consent has been obtained.  3.3If the Relevant Purchaser is not
lawfully able to perform or procure the relevant Third Party Consent necessary
for the transfer of any Business Leasehold Property on or before the date which
is 12 months after the date of this Agreement (except in the case of the
Business Leasehold Properties at Leestone Road, Sharston Industrial Estate,
Manchester and Sharston Road, Wythershame, Manchester in which case the date
shall be 31 March 2008) then the Seller shall be entitled to terminate the
licence created by this Agreement in relation to that Business Leasehold
Property and the Relevant Purchaser shall not be entitled to the refund of any
portion of the Purchase Price.  3.4If a Third Party Consent has not been
obtained within 6 months after the date upon which the Relevant Purchaser
provides all such information as is reasonably requested by the relevant landlord
and the Relevant Purchaser reasonably requires, the Seller is, at the cost of
the Relevant Purchaser, to make an application to the court for a Declaration
and diligently pursue that application. The Relevant Purchaser is to provide
all reasonable assistance to the Seller to pursue the application, including
the provision of any such security as any landlord may reasonably request as a
pre-condition to the granting of a Third Party Consent.  3.5The Seller is to take proper account of
the Relevant Purchasers reasonable requirements in connection with the
application for Third Party Consents and shall keep the Relevant Purchasers
fully informed about the progress of each application.  3.6Sharston Green  3.6.1For the purposes of this clause:  Acceptance
Notice has the meaning ascribed to it under clause 7 of the
Underlease;  88


Manchester
Property means those premises at The Manchester Business Park,
Altrincham Road, Sharston, Manchester held by the Seller under the Underlease;  Reversioner
means the current landlord under the Underlease;  Right of
Pre-Emption means the right vested in the Landlord under the
Underlease contained within clause 7 of the Underlease;  Sub-Underlease
has the meaning ascribed to it under clause 7 of the Underlease;  Tenants
Notice has the meaning ascribed to it under clause 7 of the
Underlease;  Underlease
means an underlease dated 15 August 2001 made between Ringway Developments Plc
(1) and the Seller (2) of the Manchester Property.  3.6.2In relation to the Right of Pre-Emption
the following provisions shall apply:  (i)following the date of this Agreement
the Seller shall serve the Tenants Notice on the Reversioner and do such
further acts as may be necessary in order to comply with clause 7 of the Underlease;  (ii)if the Reversioner serves an Acceptance
Notice under and as prescribed by clause 7 of the Underlease and becomes
entitled to the grant of the Sub-Underlease then the parties shall assist each
other in ensuring that the provisions of clause 7 of the Underlease are fully
complied with and that the Sub-Underlease is granted in favour of the
Reversioner as required thereunder.  3.6.3If the Reversioner is able lawfully to
refuse consent to the proposed assignment of any of the Business Leasehold Properties,
then the Seller shall grant a sub-lease of the relevant Business Leasehold
Property to the Relevant Purchaser on the same terms as those contained in the relevant
lease of the relevant Business Leasehold Property for the residue of the term
less one day provided that:  (i)the consent of the Reversioner is
obtained to the granting of the sub-lease; and  (ii)the Relevant Purchaser provides such
security as the Reversioner may reasonably request pursuant to the terms of the
relevant lease as a pre-condition to the granting of its consent.  3.7Any payments due pursuant to paragraphs
2.2.2 and 3.1 of this Schedule 5 are subject to the Relevant Purchaser
receiving a valid VAT invoice addressed to it where any VAT or sums on account
of VAT are due pursuant to the terms of the relevant lease.  3.8For the purposes of this paragraph 3, Declaration means a declaration of the court that a
landlord has unreasonably withheld or delayed the giving of the relevant Third
Party Consent under the terms of the relevant lease.  89


Schedule 6
Employees
Part 1
General (Clause 2.4.1)  For the purposes of this Schedule
6 the terms contract of employment,
collective  agreement and trade union shall have the same meanings respectively as in
the Transfer Regulations.  1The parties accept that:  1.1the Transfer Regulations apply to the
sale of the Group Businesses; and  1.2the contract of employment and
employment relationship of each of the Relevant Employees (save insofar as such
contract relates to the transfer of any occupational pension scheme rights
excluded from transfer pursuant to the Transfer Regulations) shall have effect
from the Closing Date as if originally made between the Relevant Employee and
the relevant Business Purchaser.  2The Seller or the relevant member of
the Sellers Group (as appropriate) shall be responsible for and discharge all
amounts falling due in respect of the Relevant Employees (including, without
limitation, wages, salaries, emoluments, bonuses and commission, together with
any Taxation payable) prior to the Closing Date. The relevant Business
Purchaser shall assume and discharge all such obligations on or after the
Closing Date.  3The Seller shall indemnify the Business
Purchasers and keep the Business Purchasers indemnified against all Losses
which relate to or arise out of any act or omission by the Seller or the
relevant member of the Sellers Group prior to the Closing Date which any
Business Purchaser incurs pursuant to the Transfer Regulations.  4If any contract of employment of any
employee who is not a Relevant Employee (an Excluded
Employee) shall have, or shall be alleged to have, effect as if
originally made between any Business Purchaser and that employee pursuant to
the Transfer Regulations:  4.1the Business Purchaser shall inform the
Seller of this as soon as practicable, but in any event within seven days of
becoming aware of such circumstances. Within 30 days thereafter the Seller
shall offer to re-employ or re-engage the employee after which period, if the
employee has rejected such offer, the Business Purchasermay
terminate or purport to terminate the employees employment within seven days;  4.2if the Business Purchaser terminates
the employees employment pursuant to paragraph 4.1 above, the Seller shall
indemnify the Business Purchaser against any Losses relating to or arising out
of such termination;  4.3the Seller shall reimburse the Business
Purchaser for all costs and expenses (including, without limitation, any
Taxation) incurred in employing such employee in respect of his employment
following the Closing Date provided that the Business Purchaser complies with
paragraphs 4.1 and 4.2 above; and  4.4the Seller shall indemnify the Business
Purchaser and keep the Business Purchaser indemnified against all Losses which
relate to or arise out of any act or omission by the Seller or the relevant
member of the Sellers Group which the Relevant Purchaser incurs in relation to
any contracts of employment or collective agreements concerning one or more of
the Excluded Employees pursuant to the Transfer Regulations.  90


5The Seller shall indemnify the Business
Purchasers and keep the Business Purchasers indemnified against all Losses
which relate to or arise out of any dismissal by the Seller or the relevant
member of the Sellers Group of any employee (not being a Relevant Employee)
and which the Business Purchaser incurs pursuant to the Transfer Regulations.  6In accordance with their obligations
under the Transfer Regulations, the Business Purchasers shall, through the
Purchaser, provide the Seller in writing with such information and at such time
as will enable the Seller or the relevant member of the Sellers Group (as
appropriate) to carry out its duties under Regulations 10(2)(d) and 10(6) (or
the equivalent regulations in Ireland) of the Transfer Regulations concerning
measures envisaged by the Business Purchasers in relation to the Relevant
Employees and the Purchaser shall indemnify the Seller for any Losses which
relate to, arise out of or are connected with a failure to provide such
information.  7The Purchaser shall indemnify the
Seller and keep the Seller indemnified against any Losses which relate to, arise
out of or are connected with:  7.1the employment of the Relevant
Employees by the Business Purchasers on or after the Closing Date;  7.2a claim by any employee working in the
Group Businesses who gives notice of resignation or objects to transfer on or
before the Closing Date as a result of a proposal by the Business Purchasers
(or any member of any Business Purchasers Group) to change such employees
terms and conditions of employment or work conditions or to offer any benefit
after the Closing Date which is less favourable than that applicable to such
employee before the Closing Date;  7.3the change of employer occurring by
virtue of the Transfer Regulations and/or this Agreement;  7.4the employment by any Business
Purchaser (or any Business Purchasers Group) on or after the Closing Date of
any of the Relevant Employees other than on the same terms and conditions as
those enjoyed immediately before the Closing Date;  7.5the termination of employment of any
Relevant Employee on or after the Closing Date; and  7.6any other act or omission by any
Business Purchaser or any event, matter or any other occurrence having its
origin on or after the Closing Date in relation to any contract of employment
or collective agreement of one or more of the Relevant Employees pursuant to
the Transfer Regulations.  91


Schedule 6
Part 2
Share Schemes  1Share Scheme Liabilities  The following provisions will
apply if (i) the exercise of options under the Spirent plc Executive Share
Option Scheme 1995 (the Executive Scheme)
on or before Closing gives rise to any obligation to deduct Taxation, social
security or any similar obligation in respect of such exercise and the Seller
or relevant Group Company fails to deduct and account to the relevant Tax
Authority or Tax Authorities on or before Closing (Pre-Closing
Share Scheme Tax Liabilities) and (ii) following Closing, the
exercise of options under the Executive Scheme would give rise to an obligation
to deduct taxation, social security or any similar obligation (Post-Closing  Share Scheme Tax
Liabilities) in respect of such exercise.  1.1The Purchaser will have primary
responsibility for the collection and payment to the relevant Tax Authorities
of the Post-Closing Share Scheme Tax Liabilities. The Purchaser and the
Relevant Purchasers each appoints the Seller as its agent to collect from the
relevant persons exercising options amounts equal to the Post-Closing Share
Scheme Tax Liabilities. The Seller will pay to the Purchaser or as the
Purchaser may direct amounts equal to such Post-Closing Share Scheme Tax
Liabilities.  1.2The Seller will indemnify the Purchaser
and Relevant Purchasers against any Pre-Closing Share Scheme Tax Liabilities
and against any Post-Closing Share Scheme Tax Liabilities which, in the case of
Post-Closing Share Scheme Tax Liabilities, the Purchaser and the Relevant
Purchasers have not been able to recover from any persons exercising their
options under the Executive Scheme, to the extent that the Purchaser and the
Relevant Purchasers have used their respective reasonable endeavours to recover
such Post-Closing Share Scheme Tax Liabilities, provided that reasonable
endeavours shall not extend to commencing proceedings against any employee.
However, the Seller will not be liable under this paragraph 1.2 to the extent
that any Group Company or Group Business or any relevant employer in relation
to the Group Businesses obtains any deductions from liability to any Taxation
in respect of the exercise of options under the Executive Scheme (unless there
has already been a set-off in respect of that deduction under paragraph 1.5).  1.3The due date for payment under 1.1
above will be 5 Business Days before the latest date on which the Post-Closing Share
Scheme Tax Liabilities may be paid to the relevant authorities without a
liability to interest and penalties arising.  1.4Each of the parties will provide any
other party with all information reasonably required by such other party
relating to the calculation of the Post-Closing Share Scheme Tax Liabilities
within 2 Business Days of the request of such information, or if sooner, 10
Business Days before the date the Post-closing Share Scheme Tax Liabilities are
payable by the Purchaser or the Relevant Purchasers. If the Seller becomes
aware after Closing of any matter which could give rise to Post-Closing Share
Scheme Tax Liabilities, it will give notice of that matter to the Purchaser as
soon as reasonably practicable.  1.5The Seller will be responsible for
payment of secondary National Insurance contributions liability and other
employer social security contributions in respect of the exercise on or before
or after Closing of any options granted before Closing under the Executive
Scheme. The Seller will indemnify and keep indemnified the Purchaser and
Relevant Purchasers  92


against any
failure or inability to pay this secondary National Insurance contributions
liability and other employer social security contributions. However, the Seller
will not be liable under this paragraph 1.5 to the extent that any Group
Company or Group Business obtains or any relevant employer in relation to the
Group Businesses any deductions from liability to any Taxation in respect of
the exercise of options under the Executive Scheme (unless there has already
been a set-off in respect of that deduction under paragraph 1.2).  1.6The Seller will make all returns of
information relating to the exercise of options under the Executive Scheme
(other than those relating to the exercise of options by these employed by any
Group Company which returns shall be made by the relevant Group Company) to all
relevant tax authorities within the appropriate time limits and supply copies
of all returns to the Purchaser within 14 Business Days after the filing of the
returns with the relevant tax authorities. Each party will supply all
information which any other party may reasonably require in connection with the
completion of such returns in relation to the Executive Scheme.  2The UK Savings Related
Share Option Scheme 1995 (SAYE Scheme)  The Seller will deal with the
administration of the exercise of any options under the SAYE Scheme and the
Relevant Purchasers will pass on any information as the Seller may provide to
the SAYE optionholders in connection with such exercises. The Seller will make
all returns of information relating to the exercise of options under the SAYE
Scheme to all relevant tax authorities within the appropriate time limits and
supply copies of all returns to the Purchaser within 14 Business Days after the
filing of the returns with the relevant tax authorities. The Purchaser and the
Relevant Purchasers will supply all information which the Seller may reasonably
require in connection with the completion of such returns in relation to the
SAYE Scheme.  93


Schedule 6
Part 3
Senior Employees  Stephen Salmon  James Campion  Marco Antonio Jorge da Costa  Timothy Evans  Yas Furukawa  Hans Christian Niemann  Ewan Wilson  94


Schedule 7
Group Retirement Benefit Arrangements
(Clause 2.4.2)  1The Seller will procure that all
liabilities under or pursuant to sections 75 or 75A of the Pensions Act 1995
arising at Closing out of or in connection with the termination of
participation of HT Data Limited or any other Group Company in the Surrey plc
Retirement Cash and Life Assurance Plan and the Surrey Group Staff Pension and
Life Assurance Plan and any other occupational pension scheme will be assessed
as soon as reasonably practicable and the amounts of such liabilities promptly
notified to HT Data Limited and the Purchaser.  2Effective as of the Closing, no
Relevant Employee shall actively participate in the 401(k) Retirement and
Profit Sharing Plan for the U.S. Affiliates of Surrey (the Seller 401(k) Plan). Effective as of the Closing Date,
Relevant Employees who participate in the Seller 401(k) Plan (the Company 401(k) Participants) shall immediately be 100 per
cent vested in their individual account balances under the Seller 401(k) Plan.
Effective as of the Closing Date, the Purchaser shall establish a 401(k) plan
(the Purchaser 401(k) Plan) and such
account balances (including outstanding loans) may be transferred in a rollover
contribution by the Company 401(k) Participants to the Purchaser 401(k) Plan.  95


Schedule 8
[Intentionally Omitted]  96


Schedule 9
VAT
(Clause 3.3)  1EU Member States  1.1Going
Concern  1.1.1The Seller and each Relevant Purchaser intend
that and shall use all reasonable endeavours (including, for the avoidance of
doubt, the making of any election or application in respect of VAT to any Tax
Authority or entering into a written agreement) to secure that the sale of the
Group Businesses so far as carried on in the European Union (the EU) is treated as neither a supply of
goods nor a supply of services for the purposes of the laws governing VAT in
the relevant member state.  1.1.2Notwithstanding the provisions of
paragraph 1.1.1 above, the Seller shall have the right to seek a ruling from
the relevant Tax Authority as to whether the sale of the Group Businesses so
far as carried on in the relevant member state should be treated as neither a
supply of goods nor a supply of services for the purposes of the laws governing
VAT in that member state and to charge (or not to charge) VAT to the Relevant
Purchaser in accordance with such ruling.  1.1.3Nothing in this paragraph 1.1.3 shall
require the Seller (on behalf of itself or any relevant Share Seller) to make
any appeal to any tribunal or court against or otherwise challenge any
determination of H.M. Revenue & Customs or other relevant Tax Authority
that the sale does not fall to be treated as the transfer of a going concern
unless the Purchaser (on behalf of itself or any relevant Share Purchaser)
gives written notice to the Seller that it requires such appeal or challenge to
be made by such date as shall reasonably allow the Seller to make such appeal
or challenge within any applicable time limit and the Purchaser first agrees to
indemnify the Seller against all irrecoverable costs and expenses that the
Seller may incur by taking any such action and, in any case where an appeal
cannot be made against the determination of H.M. Revenue & Customs or other
relevant Tax Authority without the Seller accounting for the VAT and any
penalty or interest in question, unless the Purchaser first pays to the Seller
an amount equal to that VAT and any such penalty or interest (against delivery
by the Seller of a valid VAT invoice). Any VAT and penalty or interest that is
finally determined to be payable on the sale and for which the Purchaser has
not previously accounted to the Seller shall following such final determination
be paid by the Purchaser forthwith to the Seller against production of a valid
VAT invoice. Any such change shall not affect the date on which VAT must be
paid to the Relevant Seller under paragraph 5 below.  1.1.4Each Relevant Purchaser:  (i)warrants that it is or will immediately
become as a result of the transfer a taxable person for the purposes of the
laws governing VAT in the relevant member state; and  (ii)agrees that in the period immediately
following Completion (being a minimum period of 30 days) it will use the assets
acquired in carrying on the same kind of business, whether or not as part of
its existing business,  97


as the Seller
prior to Closing and authorises the Seller to make this obligation known to any
Tax Authorities in any request for a ruling under paragraph 1.1.2 above.  1.2Business Properties 
United Kingdom  1.2.1Where in relation to any Business
Property the Seller has at or prior to the date of this Agreement notified the
Purchaser in writing (whether in the Disclosure Letter or otherwise) that:  (i)the transfer of that Business Property
under this Agreement falls within paragraph (a) of Item 1 of Group 1 of
Schedule 9 of the Value Added Tax Act 1994 (VATA)
or would, but for the application of Article 5 of the Value Added Tax (Special
Provisions) Order 1995, SI 1995/1268 (the Order),
fall within paragraph (a) of Item 1 of Group 1 of Schedule 9 of VATA; and  (ii)the Seller or a relevant associate of
the Seller (as defined in paragraph 3(7) of Schedule 10 of VATA) has elected
under paragraph 2 of Schedule 10 of VATA and that the election has not been
revoked and has delivered to the Relevant Purchaser a certified copy of such
election together with a certified copy of the written permission of H.M.
Revenue & Customs to make such election where such written permission is
required by Schedule 10 of VATA,  the Relevant Purchaser shall elect under paragraph 2 of Schedule 10 of
VATA in relation to that Business Property with effect on or prior to the
earliest date on which the Business Property concerned is to be transferred and
shall give written notification to H.M. Revenue & Customs as required by
Schedule 10 of VATA no later than that date and shall not seek the revocation
of such election prior to the transfer of the Business Property. The Relevant
Purchaser shall deliver certified copies of such election stamped by H.M.
Revenue & Customs showing receipt thereof on or prior to Closing and in
default of delivery thereof by Closing shall in addition to any amounts
expressed in this Agreement to be payable by the Relevant Purchaser in respect
of the said Business Property pay to the Seller at Closing (against delivery by
the Seller of a VAT invoice or equivalent, if any) an additional amount in
respect of VAT thereon.  1.2.2Save as the Seller shall have notified
otherwise to the Relevant Purchaser in writing in accordance with paragraph
1.2.1 above, neither the Seller nor any relevant associate (as defined in
paragraph 3(7) of Schedule 10 of VATA) of the Seller has made an election under
paragraph 2 of Schedule 10 of VATA in relation to any Business Property to be
transferred under this Agreement, and no transfer of a Business Property under
this Agreement falls within Item 1 of Group 1 of Schedule 9 of VATA or would,
but for the application of Article 5 of the Order, fall within Item 1 of Group
1 of Schedule 9 of VATA. Notwithstanding any provision in paragraph 5 above no
sum shall be payable by the Relevant Purchaser in respect of VAT which arises
on the sale of the Group Businesses under this Agreement by reason of the facts
being otherwise than as stated in this paragraph 1.2.2.  1.2.3The Relevant Purchasers hereby confirm
to the Seller that paragraph 2B of Article 5 of the Order does not apply to it.  98


1.3VAT Paid in Error  If any amount
paid by the Relevant Purchaser to the Seller in respect of VAT pursuant to this
Agreement is subsequently found to have been paid in error the Seller shall if
the Seller has not yet accounted for such VAT to HM Revenue & Customs or
other relevant Tax Authority promptly repay such amount to the Relevant Purchaser,
and if the Seller has already so accounted then the Seller shall at the expense
of the Relevant Purchaser use all reasonable endeavours to obtain repayment
thereof from HM Revenue and Customs or other relevant Tax Authority and
forthwith on receiving repayment from HM Revenue and Customs or other relevant
Tax Authority shall pay to the Relevant Purchaser the amount repaid.  2Non-EU Jurisdictions  2.1Going
Concern  2.1.1To the extent that any state outside
the EU provides for relief or exemption from VAT on the transfer of a business
or shares or interests in a company or treats such a transaction as being
non-taxable for VAT purposes, each Relevant Seller and each Relevant Purchaser
shall use all reasonable endeavours (including, for the avoidance of doubt, the
making of or refraining from any election or application in respect of VAT to
any Tax Authority or entering into a written agreement) to secure such
treatment as regards the sale of the Group Businesses and the Shares or other
interests (insofar as the business of the Group is carried on in the relevant
state) under this Agreement.  2.1.2Each Relevant Seller shall have the
right to seek a ruling from the relevant Tax Authority as to whether the sale
of the Group Businesses and the Shares so far as the business of the Group is
carried on in the relevant state is eligible for a relief or exemption or are
otherwise non-taxable for the purposes of the laws governing VAT in that state
and to charge (or not to charge) VAT to the Relevant Purchaser in accordance
with such ruling.  2.1.3Nothing in this paragraph 2.1 shall
require the Seller (on behalf of itself or any relevant Share Seller) to make
any appeal to any tribunal or court against or otherwise challenge any
determination of H.M. Revenue & Customs or other relevant Tax Authority
that the sale does not fall to be treated as the transfer of a going concern
unless the Purchaser (on behalf of itself or any relevant Share Purchaser)
gives written notice to the Seller that it requires such appeal or challenge to
be made by such date as shall reasonably allow the Seller to make such appeal
or challenge within any applicable time limit and the Purchaser first agrees to
indemnify the Seller against all irrecoverable costs and expenses that the
Seller may incur by taking any such action and, in any case where an appeal
cannot be made against the determination of H.M. Revenue & Customs or other
relevant Tax Authority without the Seller accounting for the VAT and any
penalty or interest in question, unless the Purchaser first pays to the Seller
an amount equal to that VAT and any such penalty or interest (against delivery
by the Seller of a valid VAT invoice). Any VAT and penalty or interest that is
finally determined to be payable on the sale and for which the Purchaser has
not previously accounted to the Seller shall following such final determination
be paid by the Purchaser forthwith to the Seller against production of a valid
VAT invoice. Any such challenge  99


shall not affect
the date on which VAT must be paid to the Relevant Seller under paragraph 5
below.  2.1.4Each Relevant Purchaser:  (i)warrants that it is or will immediately
become as a result of the transfer a taxable person for the purposes of the laws
governing VAT in the relevant jurisdiction; and  (ii)will use the assets acquired in the
period immediately following Completion (being a minimum period of 30 days) in
carrying on the same kind of business, whether or not as part of the existing
business of the Relevant Purchaser, as the Relevant Seller prior to Closing.  3Deregistration  3.1As soon as reasonably practicable after
the date of this Agreement, the Seller shall procure that (if one has not
already been made) an application shall be made to H.M. Revenue & Customs
for the existing divisional registration of the Group Businesses to be
cancelled and for such cancellation to take effect on Closing or, if H.M.
Revenue & Customs do not permit this, at the earliest date following Closing
permitted by it.  3.2The Purchaser shall procure that after
Closing no Group Business shall use its existing divisional VAT registration
and agrees (for itself and on behalf of the relevant Business Purchaser) to
indemnify the Seller against any Losses which the Seller may suffer to the
extent caused by any failure so to procure.  3.3The parties to this Agreement undertake
that they will on request promptly supply or procure that there is supplied to
the other parties all information, particulars and access to and copies of
records reasonably relevant to any liability of the parties under this
paragraph 3.  4VAT Records  4.1The Seller shall as soon as reasonably
practicable after Closing deliver to each Relevant Purchaser all VAT records
relating to, and to its period of ownership of the relevant Group Businesses
and shall not thereafter apply to obtain a direction from any Tax Authority for
the retention and preservation by it of such VAT records.  4.2Each Relevant Purchaser undertakes to
preserve any such records in such a manner and for such period as may be
required by applicable law and will allow the Seller, upon the Seller giving
reasonable notice, reasonable access and copies of such records where
reasonably required by the Seller for its Taxation purposes.  5VAT: Time, Manner and
Currency of Payment  5.1Any amounts of VAT which a Relevant
Purchaser is obliged to pay to a Relevant Seller shall be made by any Relevant
Purchaser to the Relevant Seller or as it may direct. Such amounts shall be
paid in the currency in which the VAT in question must be accounted for to the
relevant Tax Authority.  5.2Any VAT payable in any jurisdiction in
respect of the transfer of any of the Group Businesses or Shares shall be paid
by the Relevant Purchaser at the relevant Closing against production of a valid
VAT invoice (or equivalent, if any) which fulfils the  100


requirements for
a VAT refund, if possible in the respective jurisdiction, by the Relevant
Seller.  5.3If at any date after the relevant
Closing any competent Tax Authority states in writing that any sale carried out
pursuant to this Agreement cannot be treated as neither a supply of goods nor a
supply of services for VAT purposes, or does not qualify for relief or
exemption from VAT or is otherwise chargeable to VAT, the Relevant Purchaser
shall (against production of a valid VAT invoice or equivalent, if any) in
addition to any amounts expressed in this Agreement to be payable by the
Relevant Purchaser pay the amount of any VAT (including any penalties and
interest, other than penalties or interest arising solely from the failure of a
Relevant Seller to account promptly for VAT to the relevant Tax Authority
following that Relevant Seller having been placed in the appropriate amount of
funds for that purpose by a Relevant Purchaser) which as a result of that
statement in writing may be chargeable on any sale carried out pursuant to this
Agreement. Any such amounts shall be paid in cleared funds three Business Days
prior to the date on which the Relevant Seller is obliged to account for such
amounts to the relevant Tax Authority.  101


Schedule 10
Part 1
Closing Obligations  1General Obligations  1.1The Sellers Obligations  On Closing, the Seller shall
deliver or make available to the Purchaser the following:  1.1.1evidence of the due fulfilment of the
condition set out in Clause 4;  1.1.2the Tax Indemnity duly executed by the
Seller and the Relevant Sellers;  1.1.3the TCJ Supply Agreement and the TCJ
Distribution Agreement, each duly executed by TCJ and the TCJ Sellers;  1.1.4assignments in the agreed form of the
Registered Intellectual Property;  1.1.5evidence that the Seller and the
Relevant Sellers are authorised to execute this Agreement, the Tax Indemnity
and the Local Transfer Documents (including, where relevant, any notarial deeds
referred to in this Schedule) and  1.1.6evidence that the following security guarantees
of the following Group Companies have been released:  (i)Guarantor Accession Agreement dated 17 February 2005 (Grp.02.06.004)
to Lloyds TSB Bank plc (Agent) from HellermannTyton Corporation and Spirent plc
whereby Hellermann Tyton Corporation is a Guarantor for the Spirent plc
£30,000,000 Revolving Credit Facility Agreement dated 2 February 2005;  (ii)Guarantee Agreementdated 4 April 2003 (Grp.02.06.005) - by
Hellermann Tyton Corporation in favour of each of the holders of the Notes for
the purchase of Notes by Spirent plc under Note Purchase Agreements dated 23
November 1999 (amended on 14 November 2000, amended and restated on 11 March 2003)
for the purchase of (a) US$10,000,000 principal amount of 7.94% Senior A Senior
Notes due 23 November 2006, (b) US$63,406,000 principal amount of 8.06% Series
B Senior Notes due 23 November 2009, (c) US$115,000,000 principal amount of
8.16% Series C Senior Notes due 23 November 2009, and (d) US$29,594,000
principal amount of Fixed Rate Series D Senior Notes due 23 November 2009;  (iii)Guarantee Agreementdated 4 April 2003 (Grp.02.06.006) by
Hellermann Tyton Canada in favour of each of the holders of the Notes for the
purchase of Notes by Spirent plc under Note Purchase Agreements dated 23
November 1999 (amended on 14 November 2000, amended and restated on 11 March 2003)
for the purchase of (a) US$10,000,000 principal amount of 7.94% Senior A Senior
Notes due 23 November 2006, (b) US$63,406,000 principal amount of 8.06% Series
B Senior Notes due 23 November 2009, (c) US$115,000,000 principal amount of 8.16%
Series C Senior Notes due 23 November 2009, and (d) US$29,594,000 principal
amount of Fixed Rate Series D Senior Notes due 23 November 2009; and  102


(iv)Guaranteedated 4 April 2003 (Grp.02.06.007) by HellermannTyton
Data Limited for (a) US$10,000,000 amended and restated Series A Senior Notes
due 23 November 2006, (b) US$63,406,000 amended and restated Series B Senior
Notes due 23 November 2009, (c) US$115,000,000 amended and restated Series C
Senior Notes due 23 November 2009, and (d) US$29,594,000 amended and restated
Series D Senior Notes due 23 November 2009.  1.2The Purchasers Obligations  On Closing, the Purchaser shall
deliver or make available to the Seller the following:  1.2.1the Tax Indemnity duly executed by the
Purchaser and the Relevant Purchasers; and  1.2.2evidence that the Purchaser and the
Relevant Purchasers are authorised to execute this Agreement, the Tax Indemnity
and the Local Transfer Documents (including, where relevant, any notarial deeds
referred to in this Schedule).  2Transfer of the Shares and
Group Businesses  2.1General Transfer Obligations  On Closing, the Relevant Sellers
and the Relevant Purchasers shall execute and/or deliver and/or make available
Local Transfer Documents and take such steps as are required to transfer the
Shares and Group Businesses.  2.2Specific Transfer Obligations  For the purposes of compliance
with paragraph 2.1, the Relevant Sellers and Relevant Purchasers shall do the
following, in relation to any Companies and Group Businesses that are
incorporated or located in the jurisdictions listed below:  2.2.1Argentina  The Relevant
Seller shall deliver or make available to the Relevant Purchaser in relation to
any Group Company incorporated in Argentina, transfers of the relevant Shares
duly executed by the registered holders in favour of the Relevant Purchaser,
accompanied by the relative share certificate (or an express indemnity in a
form reasonably satisfactory to the Relevant Purchaser in the case of any
certificate found to be missing).  2.2.2Australia  The Relevant Seller shall deliver
or make available to the Relevant Purchaser transfers of the Shares relating to
the Group Company incorporated in Australia duly executed by the registered holders
in favour of the Relevant Purchaser and accompanied by the relative share
certificate (or an express indemnity in a form reasonably satisfactory to the
Relevant Purchaser in the case of any certificate found to be missing).  2.2.3Austria  The Relevant Seller and the
Relevant Purchaser shall enter into a transfer agreement in the form of a
notarial deed pursuant to which the Relevant Seller  103


transfers title to the Shares
relating to the Group Company incorporated in Austria to the Relevant
Purchaser, and the Relevant Purchaser accepts such transfer.  2.2.4Brazil  (i)On Closing, the Relevant Sellers and
the Relevant Purchasers shall execute an Amendment to the Articles of
Association of HellermannTyton Ltda (the Brazil
Articles Amendment) formalising the transfer of the Shares.  (ii)The Relevant Seller and the Relevant
Purchaser shall present the Brazil Articles Amendment to the Commercial
Registry of the State of Sao Paulo (JUCESP)
for registration within 30 days after Closing, together with the following
documents:  (a)Certificate of Indebtedness in the name
of HellermannTyton Ltda, issued by the Federal Revenue Service and the Federal
General Attorneys Office;  (b)Certificate of Indebtedness with the
Unemployment Compensation Fund in the name of HellermannTyton Ltda, issued by
the Federal Government Savings Bank; and  (c)Certificate of Indebtedness in the name
of HellermannTyton Ltda, issued by the National Institute of Social Security.  (iii)The Relevant Purchaser shall inform the
appropriate tax authorities in Brazil of the change in HellermannTyton Ltdas
shareholder as soon as practicable following Closing.  2.2.5France  In relation to any Shares having
the form of actions in any Group
Company incorporated in France, the Relevant Seller shall deliver to the
Relevant Purchaser duly completed, executed and dated share transfer forms (ordres de mouvements) in favour of the
Relevant Purchaser.  2.2.6Germany  The Relevant
Seller and the Relevant Purchaser shall enter into a transfer agreement in the
form of a notarial deed pursuant to which the Relevant Seller transfers title
to the Shares in Spirent GmbH to the Relevant Purchaser, and the Relevant
Purchaser accepts such transfer.  2.2.7Italy  (i)The transfer of the
Italian Quotas held by Spirent BV shall be effected by notarial deed (the Italian Notarial Deed of Conveyance),
executed by a Notary Public in Italy to be appointed by the Relevant Seller.  (ii)The Relevant Seller shall
procure that HellermannTyton S.r.l. shall register the Relevant Purchaser as
owner of the Italian Quotas in HellermannTyton S.r.l. Quotaholders Ledger (Libro Soci) as soon as practicable
following the filing of the Italian Notarial Deed of Conveyance with the
competent Companies Register (Registro
Imprese).  104


2.2.8Japan  (i)The Relevant Seller shall deliver to
the Relevant Purchaser  (a)the share certificates constituting
title to the Shares in TCJ owned by such Relevant Seller;  (b)a copy of the board resolution of the
board of TCJ  (I)approving the transfer of the Shares
from the Relevant Seller to the Relevant Purchaser and the entry of the
Relevant Purchaser into the register of TCJ as the owner of the Shares; and  (II)appointing such person as the Purchaser
may nominate to the Board of the TCJ and accepting the resignation of Anders Gustafsson.  (ii)The Relevant Purchaser shall deliver to
the Relevant Seller a receipt for the share certificates constituting title to
the Shares in TCJ.  2.2.9Netherlands  The transfer of the Dutch Shares
shall be effected by notarial deed (the Dutch
Notarial Deed of Transfer), executed by a Dutch civil law notary to
be appointed by the Relevant Seller.  2.2.10Sweden  (i)The Relevant Seller and the Relevant
Purchaser shall execute and deliver a contract note (Sw.avräkningsnota)
relating to the transfer of the Shares in HellermannTyton AB.  (ii)The Relevant Seller shall deliver the
share certificates relating to the Shares in HellermannTyton AB duly endorsed
in favour of the Relevant Purchaser.  (iii)The Relevant Seller shall procure that
the boards of directors of HellermannTyton AB shall register the Relevant
Purchaser as owner of the Shares in HellermannTyton AB in the shareholders
register.  2.2.11Spain  (i)The Relevant Seller shall deliver to
the Relevant Purchaser the documents of title to the Shares in HellermannTyton
Rohvel, S.L. (the Spanish Shares),
being the public deed(s) whereby the Relevant Seller acquired ownership of the
Spanish Shares.  (ii)The transfer of the Spanish Shares
shall be effected by notarial deed (the Spanish
Notarial Deed of Transfer), executed by a notary in Spain to be
appointed by the Relevant Seller.  (iii)The Relevant Seller shall procure that HellermannTyton
Rohvel, S.L. shall register the Relevant Purchaser as owner of the relevant
shares in the shareholders register (Libro
Registro de Socios).  (iv)The Relevant Seller and the Relevant
Purchaser shall complete the relevant D1-A and / or D1-B forms, as applicable,
and hand them over to  105


the notary, who
will attach such forms to the Spanish Notarial Deed of Transfer and inform the Dirección General de Comercio e Inversiones
of the direct foreign investment and/or divestment in Spain.  (v)If HellermannTyton Rohvel, S.L. becomes
a wholly owned subsidiary, the Relevant Seller and the Relevant Purchaser shall
instruct the Notary to issue a certificate declaring the existence of a sole
shareholder of HellermannTyton Rohvel, S.L., in a form appropriate for filing
with the Commercial Registry.  2.2.12Singapore  The Relevant Seller shall deliver
or make available to the Relevant Purchaser:  (i)the share certificates relating to the
Shares in the Group Company incorporated in Singapore (if any);  (ii)a duly executed share transfer form
transferring such Shares to the Relevant Purchaser; and  (iii)a working sheet computing the net asset
value per ordinary share of HellermannTyton Pte Limited (Singapore) in the form
prescribed by the Stamp Duty Branch of the Inland Revenue Authority of
Singapore and signed by a director or the secretary of HellermannTyton Pte
Limited (Singapore).  2.2.13South Africa  The Relevant Sellers shall deliver
to the Relevant Purchasers in respect of any Group Company incorporated in
South Africa, transfer forms of the relevant Shares duly executed by the
registered holders in favour of the Relevant Purchaser, accompanied by the
relative share certificate (or an express indemnity in a form reasonably
satisfactory to the Relevant Purchaser in the case of any certificate found to
be missing).  2.2.14United Kingdom  The Relevant Seller shall deliver
or make available to the Relevant Purchasers the following to the extent they
relate to any Group Company incorporated in the United Kingdom or any Group
Business located in the United Kingdom:  (i)transfers of the relevant Shares duly
executed by the registered holders in favour of the Relevant Purchaser, accompanied
by the relative share certificate (or an express indemnity in a form reasonably
satisfactory to the Relevant Purchaser in the case of any certificate found to
be missing);  (ii)duly executed transfers of the Business
Properties, except that this paragraph shall not apply in relation to any
Business Leasehold Property where the necessary Third Party Consent has not
been obtained by the relevant Closing, in which case such properties shall be
transferred in accordance with Schedule 5;  (iii)assignments and novations in such form
as may be agreed by the Relevant Sellers and the Relevant Purchasers (duly
executed as a deed by the Relevant Sellers, any third party and, if so
reasonably required by the Relevant Sellers, the Relevant Purchasers) together with
the relative  106


documents of title and such Third Party
Consents as the Relevant Sellers may have obtained; and  (iv)those Business Assets which are capable
of transfer by delivery.  2.2.15United States  On
Closing, the Relevant Seller shall transfer the US Shares to the Relevant
Purchaser, by delivering to the Relevant Purchaser the share certificates
representing all of the US Shares, endorsed in blank, or accompanied by duly
executed assignment documents.  3Further Obligations in
Addition to Transfer  3.1General Obligations  The Relevant Sellers shall deliver
or make available to the Relevant Purchasers the following:  3.1.1written resignations of such persons as
the Relevant Purchasers may request (or no less than 10 Business Days notice)
and each of the persons named in Part 3 Schedule 10 from the office or position
specified in Part 3 of Schedule 10, to take effect on Closing;  3.1.2no later than two Business Days before
Closing, evidence that all persons referred to in 3.1.1 above holding share(s)
in any Group Company under a nominee-type arrangement or any arrangement having
a similar effect have transferred such share(s) to such other persons as the
Relevant Purchasers may specify, to take effect on Closing;  3.1.3if practicable, the Relevant Sellers
having used reasonable endeavours to obtain the same, the written resignations
of the auditors of the Group Companies concerned to take effect on the Closing
Date, with acknowledgements signed by each of them in a form reasonably
satisfactory to the Relevant Purchasers to the effect that they have no claim
against any Group Company or otherwise complying with any relevant law or
regulation;  3.1.4if any Relevant Purchaser reasonably
requires and notifies the Relevant Seller at least 14 days before Closing,
irrevocable powers of attorney or such other appropriate document (in such form
and terms as the Relevant Purchaser may reasonably require) executed by each of
the holders of the Shares in favour of the Relevant Purchaser or as it may
direct to enable it (pending registration of the relevant transfers) to
exercise post Closing all voting and other rights attaching to the Shares and
to appoint proxies for this purpose with an express undertaking of the holder
of the Shares not to exercise such voting and other rights attached to the
Shares;  3.1.5in each case where the said information
is not in the possession of the relevant Group Company, the corporate books and
records, duly written up-to-date), including the shareholders register and
share certificates in respect of the Subsidiaries, and all other books and
records, all to the extent required to be kept by each Group Company under the
law of its jurisdiction of incorporation;  3.1.6in each case where the said information
is not at the Properties all other books, records and other information
relating substantially or primarily to the Group (save  107


for books,
records and other information which a Relevant Seller is required by law to
retain or in respect of which a Relevant Seller obtains a direction to retain
pursuant to Schedule 9) and all information relating to customers, suppliers,
agents and distributors and other information relating substantially or
primarily to the Group (including the Relevant Employees) as the Relevant
Purchasers may reasonably require and copies, or, at the Relevant Sellers
option, originals of any such books, records, documents or other information in
the possession or control of the Relevant Sellers which relate only in part to
the Group and which the Relevant Purchasers may reasonably require;  3.1.7evidence as to:  (i)the acceptance by shareholders or the
directors of each of the relevant Group Companies of the resignations referred
to in paragraph 3.1.1 and of the appointment of such persons to take effect on
Closing (within the maximum number permitted by the constitutional documents of
the Group Company concerned) as the Relevant Purchasers may nominate as
directors and (if relevant) secretary;  (ii)the acceptance by shareholders or the
directors of the relevant Group Companies of the resignation of the auditors
referred to in paragraph 3.1.3 and of the appointment of such auditors as the
Relevant Purchasers may nominate; and  (iii)the approval by the shareholders or the
directors of the transfer of the Shares or the sale of the Group Businesses to
the Relevant Purchasers;  where such acceptance or approval
is required by law or under the constitutional documents of the Group Company
concerned; and  3.1.8evidence reasonably satisfactory to the
Relevant Purchasers of the revocation of existing authorities given by the
Group Company to banks (in respect of the operation of its bank accounts) and
giving authority in favour of such persons as the Relevant Purchasers may
nominate to operate such accounts.  108


Schedule 10
Part 2
Resignations  Name
  
  Office/Position
  
  CompanyAnders Gustafsson
  
  Director
  
  TCJ
  HellermannTyton CorporationEric Hutchinson
  
  Director
  
  Staeng Limited
  HellermannTyton Pte LimitedPaul Eardley
  
  Director
  
  HellermannTyton Rolivel, S.L.
  HellermannTyton España, S.L.Luke Thomas
  
  Secretary
  
  Staeng Limited HellermannTyton
  Data Limited
  On-Site Limited  Such other persons as the
Purchaser may direct in writing no later than five Business Days before
Closing.  109


Schedule 11
Base Net Asset Statement and Net Asset Statement  1Base Net Asset Statement  The Base Net Asset Statement is
set out below:  The Group
  excluding TCJ
  
  TCJ
  
  The GroupTangible fixed assets
  
  71,465
  
  11,687
  
  83,152Net inventory
  
  31,429
  
  3,499
  
  34,928Trade receivables
  
  33,008
  
  9,683
  
  42,691Other receivables and prepayments
  
  3,986
  
  3,691
  
  7,677Intercompany receivables in the ordinary
  course of business including Intra-Group Receivables other than those set out
  in Schedule 14
  
  13,174
  
  
  
  13,174Taxation receivable/(payable)TOTAL ASSETS
  
  153,062
  
  28,560
  
  181,622Trade payables
  
  (17,872
  )
  (1,908
  )
  (19,780
  )Other payables and accruals
  
  (14,390
  )
  (4,502
  )
  (18,892
  )Intercompany payables in the ordinary
  course of business including Intra-Group Payables other than those set out on
  Schedule 14
  
  (11,832
  )
  
  
  (11,832
  )Taxation receivable/(payable)
  
  (1,469
  )
  (1,339
  )
  (2,808
  )Finance leases
  
  (10,617
  )
  
  
  (10,617
  )External loans
  
  (624
  )
  
  
  (624
  )TOTAL LIABILITIES
  
  (56,804
  )
  (7,749
  )
  (64,553
  )BASE NET ASSET VALUE
  
  96,258
  
  20,811
  
  117,069  110


2Net Asset Statement  The Net Asset Statement as at the
Closing Date shall be drawn up in the form set out below:  The Group
  excluding TCJ
  
  TCJ
  
  The GroupTangible fixed assetsNet inventoryTrade receivablesOther receivables and prepaymentsIntercompany receivables in the ordinary
  course of business including Intra-Group ReceivablesTaxation receivable/(payable)Cash BalancesTOTAL ASSETSTrade payablesOther payables and accruals (including
  bonuses to staff payable as a result of the transaction)Intercompany payables in the ordinary
  course of business including Intra-Group PayablesTaxation receivable/(payable)Finance leasesExternal loansOverdraftsTOTAL LIABILITIESNET ASSET VALUE  111


3Balance Sheet Assets and Liabilities to
be included in Base Net Assets and Net Assets  3.1The balance sheet assets included in
the Base Net Assets consist of the following: (a) tangible fixed assets; (b)
net inventory; (c) trade receivables; (d) other receivables and prepayments;
(e) intercompany receivables in the ordinary course of business including
Intra-Group Receivables other than those set out in Schedule 14; and (f)
taxation receivable/(payable) (excluding corporate tax payable in respect of
the Group Businesses);  3.2The balance sheet assets to be included
in the Net Asset consist of the following: (a) tangible fixed assets; (b) net
inventory; (c) trade receivables; (d) other receivables and prepayments; (e)
intercompany receivables in the ordinary course of business including
Intra-Group Receivables; (f) taxation receivable/(payable) (excluding corporate
tax payable in respect of the Group Businesses); and (g) Cash Balances.  3.3The balance sheet liabilities included
in the Base Net Assets consist of the following: (a) trade payables; (b) other
payables and accruals; (c) intercompany payables in the ordinary course of
business including Intra-Group Payables other than those set out in Schedule
14; (d) taxation receivable/(payable) (excluding corporate tax payable in
respect of the Group Businesses); (e) finance leases; and (f) external loans;.  3.4The balance sheet liabilities included
in the Net Assets consist of the following: (a) trade payables; (b) other
payables and accruals; (c) intercompany payables in the ordinary course of
business including Intra-Group Payables; (d) taxation receivable/(payable)
(excluding corporate tax payable in respect of the Group Businesses); (e)
finance leases; (f) external loans; and (g) bank overdrafts.  4Accounting Policies  4.1Each Net Asset Statement shall be drawn
up in accordance with:  4.1.1the policies, procedures and practices
set out in paragraphs 4.2 to 4.4 below;  4.1.2to the extent not inconsistent with
paragraph 4.1.1, the accounting policies, procedures and practices set out in the
extract from the Spirent procedures manual, a copy of which is included in the
Data Room at document reference Grp.01.02.002 used in the preparation of the
Base Net Assets Statement as described in paragraph 17 of Schedule 12; and  4.1.3to the extent not inconsistent with
paragraphs 4.1.1 and 4.1.2, International Financial Reporting Standards.  4.2The Net Asset Statement shall be drawn
up as at close of business in the relevant locations at the date on which
Closing takes place. No account shall be taken of events taking place after the
close of business (local time) on the Closing Date and regard shall only be had
to information available to the parties to this Agreement at that time.  4.3The Net Asset Statement shall be
expressed in Sterling, amounts in other currencies shall be translated into
Sterling in accordance with Clause 1.10.  4.4In preparing the Net Asset Statement:  4.4.1the effect of the changes of control
and the transfer of ownership of the Shares and the Group Businesses as
contemplated by this Agreement will be excluded;  112


4.4.2book inventory value will be used based
on the Groups Inventory values established pursuant to the Groups usual end
of year procedures rolled forward to the Closing Date; and  4.4.3where the Sellers accounting
procedures manual has been updated over time and fixed asset rules have
changed, then historic rules applied to assets at the time of addition will be
applied.  4.5Currency
Conversion  4.5.1The Base Net Asset Statement  The Parties acknowledge that the
Base Net Assets have been calculated using the currency conversion rates set
out below. The Seller shall deliver to the Purchaser a revised Base Net Asset
Statement calculated using the Conversion Rate (as defined in Clause 1.10) on
the Closing Date together with the Draft Net Asset Statement in accordance with
paragraph 5.1 and such revised Base Net Assets Statement shall be deemed to be
the Base Net Assets Statement for all purposes of this Agreement.  Currency
  
  Conversion RateUS$
  
  1.80Japanese Yen
  
  198.60Australian $
  
  2.38Brazilian Real
  
  4.38Argentinean Peso
  
  5.26South African Rand
  
  11.68Norwegian Krone
  
  11.64Swedish Krone
  
  13.68Singapore $
  
  3.02Canadian $
  
  2.16Chinese Yuan
  
  14.90Euro
  
  1.45
  4.5.2The Net Assets shall be calculated
using the Conversion Rate (as defined in Clause 1.10) on the Closing Date.  5Preparation  5.1No later than 60 days following Closing
the Purchaser shall procure that the management of the Group shall deliver
simultaneously to the Seller and the Purchaser the Draft Net Asset Statement.
Prior to such delivery, the Purchaser shall so far as is practicable consult
with the Seller with a view to reducing the potential areas of disagreement.  5.2If neither the Seller nor the Purchaser
within 30 days of presentation to it of the Draft Net Asset Statement gives
notice to the other that it disagrees with the Draft Net Asset  113


Statement or any
item thereof, such notice stating the reasons for the disagreement in
reasonable detail and specifying the adjustments which, in the relevant partys
opinion should be made to the Draft Net Asset Statement (the Disagreement Notice), the Draft Net Asset
Statement shall be final and binding on the parties for all purposes. If either
the Seller or the Purchaser gives a valid Disagreement Notice within such 30
days, the Seller or the Purchaser and the Relevant Purchasers shall keep up to
date and, subject to reasonable notice, make available to the Sellers
representatives and the Sellers accountants all books and records relating to
the relevant part of the Group during normal office hours during the period
from the date of the Disagreement Notice until the date on which such
disagreement is resolved. The Seller and the Purchaser shall attempt in good
faith to reach agreement in respect of the Draft Net Asset Statement and, if
they are unable to do so within 21 days of such notification, the Seller or the
Purchaser may by notice to the other require that the Draft Net Asset Statement
be referred to the Reporting Accountants (an Appointment
Notice).  5.3Within 21 days of the giving of an
Appointment Notice, the party which has not given the Disagreement Notice may
by notice to the other indicate that, in the light of the fact that the other
has not accepted the Draft Net Asset Statement in its entirety, it wishes the
Reporting Accountants to consider matters relating to the Draft Net Asset
Statement in addition to those specified in the Disagreement Notice, such
notice stating in reasonable detail the reasons why and in what respects that
party believes that the Draft Net Asset Statement should be altered (the Second Disagreement Notice).  5.4The Reporting Accountants shall be
engaged jointly by the Seller and the Purchaser on the terms set out in this
paragraph 5 and otherwise on such terms as shall be agreed; provided that
neither the Seller nor the Purchaser shall unreasonably (having regard, inter alia, to the provisions of this
paragraph 5) refuse its agreement to terms proposed by the Reporting
Accountants or by the other party. If the terms of engagement of the Reporting
Accountants have not been settled within 45 days of their identity having been
determined (or such longer period as the Seller and the Purchaser may agree)
then, unless the Seller or the Purchaser is unreasonably refusing its agreement
to those terms, those accountants shall be deemed never to have become the Reporting
Accountants and new Reporting Accountants shall be selected in accordance with
the provisions of this Agreement.  5.5Except to the extent that the Seller
and the Purchaser agree otherwise, the Reporting Accountants shall determine
their own procedure but:  5.5.1apart from procedural matters and as
otherwise set out in this Agreement shall determine only:  (i)whether any of the arguments for an
alteration to the Draft Net Asset Statement put forward in the Disagreement
Notice or the Second Disagreement Notice is correct in whole or in part; and  (ii)if so, what alterations should be made
to the Draft Net Asset Statement in order to correct the relevant inaccuracy in
it;  5.5.2shall apply the principles set out in
paragraph 4 of this Schedule 11;  5.5.3shall make their determination pursuant
to paragraph 5.6.1 above as soon as is reasonably practicable;  5.5.4the procedure of the Reporting
Accountants shall:  114


(i)give the Seller and the Purchaser a
reasonable opportunity to make written representations to them;  (ii)require that the Reporting Accountant
shall provide each party with a copy of any written representations received by
the Reporting Accountant, simultaneously; and  (iii)for the avoidance of doubt, the
Reporting Accountants shall not be entitled to determine the scope of their own
jurisdiction.  5.6The determination of the Reporting
Accountants pursuant to paragraph 5.6.1 shall:  5.6.1be made in writing and made available
for collection by the Seller and the Purchaser at the offices of the Reporting
Accountants at such time as they shall determine; and  5.6.2unless otherwise agreed by the Seller
and the Purchaser include reasons for each relevant determination.  5.7The Reporting Accountants shall act as
experts and not as arbitrators and their determination of any matter falling
within their jurisdiction shall be final and binding on the Relevant Sellers
and Relevant Purchasers save in the event of manifest error (when the relevant
part of their determination shall be void and the matter shall be remitted to
the Reporting Accountants for correction). In particular, without limitation,
their determination shall be deemed to be incorporated into the Draft Net Asset
Statement.  5.8The expenses (including VAT) of the
Reporting Accountants shall be borne as they shall direct at the time they make
any determination under paragraph 5.6.1(i) or, failing such direction, equally
between the Purchaser, on the one hand, and the Seller, on the other.  5.9The Seller and the Purchaser shall
co-operate with the Reporting Accountants and comply with their reasonable
requests made in connection with the carrying out of their duties under this
Agreement. In particular, without limitation, the Purchaser and the Relevant
Purchasers shall keep up-to-date and, subject to reasonable notice, make
available to the Sellers representatives, the Sellers accountants and the
Reporting Accountants all books and records relating to the Group during normal
office hours during the period from the appointment of the Reporting
Accountants down to the making of the relevant determination.  5.10Nothing in this Schedule shall entitle
a party or the Reporting Accountants access to any information or document
which is protected by legal professional privilege or litigation privilege,
provided that a party shall not be entitled to refuse to supply such part or
parts of documents as contain only the facts on which the relevant claim or
argument is based.  5.11Each party and the Reporting
Accountants shall, and shall procure that its accountants and other advisers
shall, keep all information and documents provided to them pursuant to this
paragraph 5 confidential and shall not use the same for any purpose, except for
disclosure or use in connection with the preparation of the Draft Net Asset
Statement, the proceedings of the Reporting Accountants or another matter
arising out of this Agreement or in defending any claim or argument or alleged
claim or argument relating to this Agreement or its subject matter.  115


Schedule 12Warranties given under Clause 9.1  Specific references in this
Schedule 12 to the Seller shall be deemed to refer to the Seller only in
relation to the Group Businesses being sold by the Seller under this Agreement.  1Corporate Information  1.1The Shares and the Group
Companies  1.1.1The Relevant Sellers specified in Part
1 of Schedule 1:  (i)are the sole legal and beneficial
owners of the Shares; and  (ii)have the right to exercise all voting
and other rights over the Shares.  1.1.2The Shares comprise the whole of the
issued and allotted share capital of the Companies, have been properly and
validly issued and allotted and are each fully paid.  1.1.3The shareholders specified in paragraph
2 of Schedule 2:  (i)are the sole legal and beneficial
owners of the shares in the Subsidiaries; and  (ii)have the right to exercise all voting
and other rights over such shares.  1.1.4The shares in the Subsidiaries comprise
the whole of the issued and allotted share capital of the Subsidiaries, have
been properly and validly issued and allotted and each are fully paid.  1.1.5No person has the right (whether
exercisable now or in the future and whether contingent or not) to call for the
allotment, conversion, issue, registration, sale or transfer, amortisation
or repayment of any share capital or any other security giving rise to a right
over, or an interest in, the capital of any Group Company under any option, agreement
or other arrangement (including conversion rights and rights of pre-emption).  1.1.6There are no Encumbrances on the shares
in any Group Company.  1.1.7All consents for the transfer of the
Shares have been obtained or will be obtained by Closing.  1.1.8The Shares and the shares in the
Subsidiaries have not been and are not listed on any stock exchange or
regulated market.  1.1.9No Group Company:  (i)has any interest in, or has agreed to
acquire, any share capital or other security referred to in paragraph 1.1.5 of
any other company (wherever incorporated) other than (a) the Subsidiaries set
out in Schedule 2 or (b) an interest of less than 1.0 per cent in companies
listed on any stock exchange or in regulated investment funds which, in either case,
the Group Company holds for cash management purposes; or  (ii)has any branch, division, establishment
or operations outside the jurisdiction in which it is incorporated.  116


1.1.10The particulars contained in Schedule 2
are true and accurate.  1.2Constitutional Documents,
Corporate registers, minute books and powers of attorney granted to Group
Employees  1.2.1The constitutional documents in the
Data Room are true and accurate copies of the constitutional documents of the
Group Companies and there have not been and are not any breaches by any Group
Company of its constitutional documents which would have a material adverse
effect on the business of any relevant Group Company or the Group as a whole.  1.2.2The registers and minute books required
to be maintained by each Group Company under the law of the jurisdiction of its
incorporation:  (i)are up-to-date;  (ii)are maintained in accordance with
applicable law; and  (iii)contain records of all matters required
to be dealt with in such books and records,  in each case in all material
respects.  1.2.3All registers and books referred to in
paragraph 1.2.2 are in the possession (or under the control) of the relevant
Group Company or the Seller.  1.2.4All material filings, publications,
registrations and other formalities required by applicable law to be delivered
or made by the Group Companies and Group Businesses to company registries in
each relevant jurisdiction have been duly delivered.  1.2.5All powers of attorney were validly
entered into in respect of the regulations of each relevant jurisdiction and
are, as of the date of this Agreement and the Closing Date, valid and binding.  2Accounts  2.1Latest Accounts  2.1.1The Accounts:  (i)have been prepared in accordance with
the accounting principles that are consistent with
the unaudited aggregated accounts of the Group Companies (other than TCJ) and
the Group Businesses as at the date of and for the previous two financial years; and  (ii)fairly present in all material respects
the state of affairs of the Group (excluding TCJ) as at the Accounts Date for
the financial year ended on that date.  2.1.2The Individual Accounts have been
prepared:  (i)in accordance with applicable law and with the accounting principles,
standards and practices generally accepted at the Accounts Date in the relevant
jurisdiction; and  117


(ii)subject to 2.1.2(i), on a basis consistent with that adopted in preparing
the accounts of the company concerned for the previous two financial years,  so as to present fairly, in all
material respects, the financial position of the Company concerned at the
Accounts Date and the results of its operations for the year then ended.  2.2Management Accounts  2.2.1The unaudited management accounts
relating to each of the Group Companies (individually) (excluding TCJ) and the
Group Businesses (together) for the 10-month period ended 31 October 2005 (the Management Accounts and the Management Accounts Date, respectively)
have been prepared in accordance with the accounting policies used in preparing
the Accounts applied on a consistent basis.  2.2.2The Management Accounts do not
materially misstate the assets and liabilities of the Group as at the
Management Accounts Date nor the profits or losses of the Group for the period
concerned.  2.2.3The TCJ management accounts for the
seven-month period ended 31 October 2005 do not materially misstate the profits
or losses of TCJ for the period concerned.  3Financial Obligations  3.1Financial Facilities  Details of all financial
facilities (including loans, derivatives and hedging arrangements), in each
case exceeding £100,000 outstanding or available to the Group Companies or to
the Seller to the extent that they relate to the Group Businesses are given in
the Disclosure Letter and, so far as the Relevant Sellers are aware, there are
no circumstances whereby the continuation of any such facilities might be
prejudiced or affected as a result of a transaction effected by this Agreement.  3.2Guarantees  Other than in the ordinary course
of trading (including, without limitation, ordinary product guarantees or
warranties) there is no outstanding guarantee, indemnity, suretyship or
security given:  3.2.1by any Group Company or the Seller to
the extent it relates to the Group Business; or  3.2.2for the benefit of any Group Company or
the Seller to the extent it relates to the Group Business.  4Assets  4.1The Properties  4.1.1True and accurate details of those
premises, buildings, land or other property rights owned occupied or otherwise
used by the Seller or Group Company or in which the Seller or any Group Company
has an interest and which in either case are material to the business of the
Group are set out in Schedule 3.  118


4.1.2In relation to each Property, the Group
Company or the Seller named in Schedule 3 is the legal and beneficial owner of
or the lessee or licensee as applicable of the whole Property.  4.1.3The relevant Group Company or the
Seller named in Schedule 3 is in possession of the whole of each Property and
no person is in, or otherwise entitled to, occupation or use unless the
Property is subject to an Encumbrance as listed in Schedule 3.  4.1.4Each Property has the benefit of such
rights and easements as are necessary for the existing use of the Property.  4.1.5So far as the Relevant Sellers are
aware, no Property is subject to any Encumbrance save as set out in Parts 1.2
and 2.2 of Schedule 3.  4.1.6So far as the Relevant Sellers are
aware, there is no outstanding notice or dispute involving the Seller or any
Group Company and any third party as to the ownership, occupation or use of any
Property which would, if implemented or enforced, have an adverse effect on the
business of any Group Company.  4.1.7There is no outstanding notice or
dispute as to any contravention of the relevant planning legislation or
regulations or any alleged breach of planning legislation or regulations in
relation to each Property which would, if implemented or enforced, have an
adverse effect on the business of any Group Company.  4.1.8The Properties comprise all the land
used or occupied by the Group and which are material to the business of the Group.  4.2Leases  Where any Property is leased by a
Group Company or the Seller:  4.2.1the requisite details have been
completed in Parts 1.1 and 2.1(B) of Schedule 3;  4.2.2there is no subsisting breach and no
non-observance of any covenant, condition or agreement contained in the lease
under which the Group Company or the Seller holds its interest in the Property,
on the part of the relevant landlord or the Group Company or the Seller, which
would a material adverse effect on the business of any Group Company; and  4.2.3no rent reviews are currently under
negotiation or the subject of a reference to an expert or arbitrator in the
courts.  4.3Properties subject to Leases
and other Agreements  Where any Property is the subject
of any lease or other agreement to relating to its occupation or use for the
benefit of any person other than a Group Company or the Seller:  4.3.1the requisite details have been
completed in Parts 1.2 and 2.2 of Schedule 3; and  4.3.2there is no subsisting breach or
non-observance of any covenant, condition or agreement under such lease or
agreement which would have a material adverse effect on the business of any
Group Company.  119


4.4Ownership of Assets  All assets included in the
Accounts or acquired by any of the Group Companies or the Seller since the
Accounts Date, other than the Properties, the Intellectual Property and any
assets disposed of or realised in the ordinary course of business, and
excepting rights and retention of title arrangements arising by operation of
law in the ordinary course of business:  4.4.1are legally and beneficially owned by
the Seller and the Group Companies;  4.4.2are, where capable of possession, in
the possession or under the control of the relevant Group Company or the
Seller; and  4.4.3are free from Encumbrance.  4.5Plant and Machinery, etc.  The plant and machinery, vehicles
and other equipment owned by the Seller or Group Companies and which is
material to the business of the relevant Group Company are in satisfactory
working order having regard to their age and use and subject to ongoing
maintenance in the ordinary course of business.  4.6Sufficiency of Assets  The property, rights and assets
owned, leased or otherwise used by the Group Companies or Seller (to be
transferred to the Relevant Purchaser pursuant to this Agreement) comprise all
the property, rights and assets necessary for the carrying on of the business
of the relevant Group Company substantially in the manner in, and to the extent
to, which it is presently conducted.  5Intellectual Property and
Information Technology  5.1Ownership, etc.  5.1.1The Group Companies have valid title to
or licence to use all material patents, software, designs, trade names and
knowhow which are necessary for the Group to carry on its business as currently
conducted.  5.1.2All the Sellers Material IP (whether
registered or not) and all pending applications therefor are (or where
appropriate in the case of pending applications, will upon registration be)
legally owned by, licensed to or used under the authority of the owner by the
Group Companies or the Seller. Brief details of all such licences and
authorities (excluding any shrink-wrap licences for computer software) are set
out in Part 2 of Schedule 4.  5.1.3All the Sellers Material IP which is
owned by the Group Companies or the Seller (whether registered or not) and all
pending applications therefore are (or where appropriate in the case of pending
applications, will upon registration be):  (i)not being attacked or opposed or, so
far as the Relevant Sellers are aware, infringed by any person;  (ii)not licensed to a third party except
under those licences, brief details of which are set out in Part 2.1 of
Schedule 4;  120


(iii)in the case of Registered Intellectual
Property, listed and briefly described in Part 1.1 of Schedule 4; and  (iv)in the case of material unregistered
trade marks included in the Business Intellectual Property, listed and briefly
described in Part 1.2 of Schedule 4.  5.2Licences  The several licences and
agreements included in the Sellers Material IP (including all amendments,
novations, supplements or replacements to those licences and agreements), are
in full force and effect, do not contain change of control clauses or any other
clause that may be triggered by the transactions contemplated in this Agreement
and have a effect on the obligations of such licences and agreements, no notice
having been given on either side to terminate them and the obligations of all
parties have been complied with in all material respects.  5.3Patents and Employee Rights  So far as the Relevant Sellers are
aware all patentable inventions made by employees of the Group Companies and
the Seller and used in the business of the Group were made in the normal course
of the duties of the employees concerned. There are no outstanding claims
against any Group Company or the Seller under any contract or under any law
providing for employee compensation in respect of any rights or interests in
Intellectual Property.  5.4Information Technology  5.4.1For the purposes of this paragraph 5.4:  Information
Technology means computer systems, communication systems, software
and hardware which at or before Closing is used or licensed primarily in
relation to the business of the Group or of any Group Company.  5.4.2In the 12 months prior to the date of
this Agreement, there have been no failures or breakdowns of any computer
hardware or software or any other Information Technology used in the business
of the Group or of any relevant Group Company which have caused any substantial
disruption or interruption in or to the business of the Group or of any Group
Company or which has had an adverse effect on the business of the Group or of
any Group Company.  5.4.3The transaction contemplated by this
Agreement will not result in any substantial disruption or interruption in, or
give any third party a right to disrupt or interrupt the provision of any
Information Technology, in each case, which will have an adverse effect on the
business of the Group or of any Group Company or Group Business.  5.5Data Protection  5.5.1No notice alleging material
non-compliance with any applicable data protection legislation (including any
enforcement notice, deregistration notice, transfer prohibition notice or any
equivalent notice) has been received by any of the Group Companies or the
Seller from any competent data protection authority.  5.5.2Each Group Company and Group Business
has complied in the last 12 months in all material respects with applicable
requirements (including registration or notification requirements) of
applicable data protection legislation.  121


5.5.3No Group Company nor the Seller has
been involved in a dispute with an individual in respect of any material
infringement or alleged material infringement of any applicable data protection
legislation and no Group Company nor the Seller has received a written claim
for compensation from any individual in respect of any such infringement or
alleged infringement in the previous 12 months.  5.5.4There is no outstanding court order
against any Group Company or the Seller in respect of the rectification or
erasure of personal data.  6Contracts  6.1Contracts  No Group Company nor the Seller is
a party to or subject to any Contract, contract, transaction, arrangement,
understanding or obligation (other than in relation to any property, lease or
contract of employment) which is material to the business of any Group Company
and which:  6.1.1is not in the ordinary course of
business;  6.1.2is not on an arms length basis;  6.1.3is of a long term nature that is,
unlikely to have been fully performed, in accordance with its terms, more than
24 months after the date on which it was entered into or undertaken;  6.1.4restricts its freedom to carry on its
business in any part of the world in such manner as it thinks fit so as to have
a material adverse effect on the relevant Group Company; or  6.1.5involves the supply of goods and
services, the aggregate sales value of which (exclusive of VAT) will be more
than 5 per cent of turnover of the Group (exclusive of VAT) for the preceding
financial year.  6.2Joint Ventures, etc.  No Group Company nor the Seller
is, or has agreed to become, a member of any joint venture, consortium,
partnership or other association (other than a recognised trade association in
relation to which the Group Company or the Seller has no liability or obligation
except for the payment of annual subscription or membership fees).  6.3Agreements with Connected
Parties  6.3.1There are no existing contracts
material to the business of any of Group Company between, on the one hand, any
Group Company and, on the other hand, any Relevant Seller, other than on normal
commercial terms in the ordinary course of business.  6.3.2Neither the Seller nor any Group
Company is party to any contract material to the business of any of the Group
companies, with any current or former employee or current or former director or
officer or any current or former Consultant of the Seller or any such Group
Company or any person connected (as defined by applicable law in the relevant
jurisdiction) with any of such persons, or in which any such person is
interested (whether directly or indirectly), other than on normal commercial
terms in the ordinary course of business.  122


6.4Compliance with Agreements  6.4.1So far as the Relevant Sellers are
aware all the contracts material to the business of the Group to which any of
the Group Companies or the Seller is a party are valid and binding obligations
of the parties thereto and the relevant Group Company or the Seller is in
compliance in all material respects with the terms thereof.  6.4.2No notice of termination or of
intention to terminate any such contracts or existing commercial relationships
has been received in respect of any such contracts or any existing commercial
relationships.  6.5Effect of Transaction  The transaction contemplated by
this Agreement will not result in a material breach of, or give any third party
a right to terminate or vary, or result in any Encumbrance under, any contract
to which any Group Company or the Seller is a party which is material to the
business of the Group and so far as the Relevant Sellers are aware the
transaction contemplated by this Agreement will not result in any third party
terminating a commercial relationship which would have a material adverse
effect on the business of the Group.  7Employees and Employee
Benefits  7.1Employees and Terms of
Employment  7.1.1The Disclosure Letter contains details,
in relation to each Group Company and Group Business, of:  (i)the total number of the Group
Employees;  (ii)the salary and other benefits, period
of continuous employment, location, grade and age of each Senior Employee;  (iii)the terms of the contract of employment
of each Senior Employee; and  (iv)the terms of the Consultancy
Agreements.  7.1.2Since 30 September 2005, there have
been no proposals to materially amend the terms of employment or the
Consultancy Agreement of:  (i)any Senior Employee;  (ii)more than 25 Group Employees in any one
location; or  (iii)any Consultant.  7.2Termination of Employment  7.2.1Since 30 September 2005 no Senior
Employee or Consultant has given or received notice terminating his or her
employment or Consultancy Agreement.  7.2.2Since 30 September 2005, there have
been no proposals to terminate the employment or Consultancy Agreement of:  (i)any Senior Employee;  (ii)more than 25 Group Employees
in any one location; or  (iii)any Consultant.  123


7.2.3No liability which remains undischarged
has been incurred by any Group Company or the Seller for:  (i)breach of any contract of employment or
Consultancy Agreement with any Senior Employee or Consultant;  (ii)breach of any statutory employment
right of any Senior Employee; or  (iii)failure to comply with any order for
the reinstatement or re-engagement of any Senior Employee.  7.2.4No Group Company nor the Seller has
made or agreed to make any payment or provided or agreed to provide any benefit
to any Senior Employee or former employee at an equivalent level employed by
the Group Company or the Seller in the last 12 months or any dependant of such
Senior Employee or former employee at an equivalent level in connection with
the proposed termination or suspension of employment of any such Senior
Employee or former employee at an equivalent level which has not been
discharged.  7.3Works Councils and Employee
Representative Bodies  The Disclosure Letter lists all
work councils and employee representative bodies which by law or any collective
bargaining agreement have the right to be informed and/or consulted on matters
which affect the Group Employees. All such bodies have been duly and timely
informed and/or consulted prior to the date of this Agreement to the extent
required by applicable laws.  7.4Collective Bargaining
Agreements, etc.  Other than national collective
bargaining agreements or industry wide collective agreements, the union
recognition agreements, collective agreements and European Works Council
agreements listed in the Disclosure Letter are all the agreements between the
Group Companies and the Seller and trade unions or representative bodies.  7.5Industrial Disputes  No Group Company nor the Seller is
involved in any strike or industrial or trade dispute or any dispute or
negotiation regarding a claim of material importance with any trade union or
other body representing employees or former employees of any Group Company or
the Seller.  7.6Bonus or other Profit-related
Schemes  There are attached to the
Disclosure Letter the rules and other documentation relating to all share
incentive, share option, profit sharing, bonus or other incentive arrangements
for or affecting any Group Employees or other workers or former employees or
other former workers of the Group Companies or the Seller in the last 2 years.  7.7Group Retirement Benefit
Arrangements  7.7.1Group Retirement Benefit
Arrangements  The arrangements listed in the
Disclosure Letter are the only arrangements under which the Seller or any of
the Group Companies makes payments for providing retirement, death, disability
or life assurance benefits (the Group
Retirement  124


Benefit
Arrangements), except for arrangements to which the Seller or any of Group Companies
contributes in compliance with any law or regulation.  7.7.2Disclosure  There are attached to the
Disclosure Letter copies of documents governing all Group Retirement Benefit
Arrangements as will transfer to the Relevant Purchasers on Closing.  7.7.3Regulation  The Group Retirement Benefit
Arrangements are in compliance with their terms and with all applicable laws,
regulations and government taxation in all material respects. So far as the
Relevant Sellers are aware, the Bowthorpe Hellermann Pension Fund is in
compliance with applicable funding requirements in all material respects.  7.7.4Transfers under the Transfer
Regulations  There has been no transfer of
employment under the Transfer Regulations of any of the Relevant Employees or
the Group Employees to the Seller or to any Group Company.  7.7.5Pensions Liabilities of
Staeng Limited  Staeng Limited has at no time
sponsored or participated in an occupational pension scheme.  8Legal Compliance  8.1Licences and Consents  All licences, consents,
authorisations, orders, warrants, confirmations, permissions, certificates,
approvals, registrations and authorities material to the business of the Group
as carried on have been obtained, are in force and are being complied with in
all material respects. None of the Relevant Sellers is aware of any reason why
any of them should be suspended, modified or revoked or not renewed (including
as a result of the change of control of the Group Companies).  8.2Compliance with Laws  8.2.1Each Group Company and the Seller is
conducting the business of the Group in material compliance with applicable
laws and regulations in each country in which the business of the Group is
carried on.  8.2.2So far as the Relevant Sellers are
aware there is no investigation, disciplinary proceeding or enquiry by, or
order, decree, decision or judgment of, any court, tribunal, arbitrator,
governmental agency or regulatory body outstanding against any Group Company or
the Seller or any person for whose acts or defaults it may be vicariously
liable which will have a material adverse effect upon the business of any Group
Company.  8.2.3No Group Company nor the Seller has
received any written notice during the past 12 months from any court, tribunal,
arbitrator, governmental agency or regulatory body with respect to a violation
and/or failure to comply with any applicable law or  125


regulation or
requiring it to take or omit any action which in any case would have a material
adverse effect on the business of any Group Company.  9Environment  9.1For the purposes
of this paragraph 9:  Environment
means all or any of the following media
(alone or in combination): air (including the air within buildings and the air
within other natural or man-made structures whether above or below ground);
water (including water under or within land but excluding water in drains or
sewers); soil and land and any ecological systems and living organisms
supported by these media;  Environmental Authority means any legal
person or body of persons (including any government department or government
agency or court or tribunal) having jurisdiction to determine any matter
arising under Environmental Law and/or relating to the Environment;  Environmental
Law means all applicable laws (including, for the avoidance of
doubt, common law), statutes, regulations,
statutory guidance notes and final and binding court and other tribunal
decisions of any relevant jurisdiction (including without limitation any
federal or state laws and the laws of the European Union) in force in the
relevant jurisdiction at Closing whose purpose is to protect, or prevent
pollution of, the Environment or to regulate emissions, discharges, or releases
of Hazardous Substances into the Environment, or to regulate the use, treatment,
storage, burial, disposal, transport or handling of Hazardous Substances, and
all bye-laws, codes, regulations, decrees or orders issued or promulgated or
approved thereunder or in connection therewith to the extent that the same have
force of law at Closing but excluding zoning and planning laws;  Environmental Permit means any licence,
approval, authorisation, permission, notification, waiver, order or exemption
which is issued, granted or required under Environmental Law which is (or would
be if issued) material to the operation of the business of any Group Company or
Group Business on or before Closing;  Hazardous Substancesmeans any wastes, pollutants,
contaminants and any other natural or artificial substance (whether in the form
of a solid, liquid, gas or vapour) which is capable of causing harm or damage
to the Environment or a nuisance to any person; and  Regulatory
Authority means any Government department, local authority or
Government Agency with powers under Environmental Law;  Relevant Periodmeans
the period commencing three years before Closing and ending at Closing; and  Remedial
Works means those works necessary to mitigate, remediate, remove or
contain the presence of any Hazardous Substance in the Environment.  9.2Each Group
Company and the Seller is conducting and during the Relevant Period has
conducted, its business in material compliance with Environmental Law.  9.3All Environmental
Permits:  9.3.1have been obtained;  9.3.2are in force; and  9.3.3have been complied with in
all material respects during the Relevant Period.  126


9.4No Group Company
nor the Seller has received any written notice during the Relevant Period of
any civil, criminal, regulatory or administrative action, claim or suit
relating to Environmental Law or Environmental Permits or Hazardous Substances
nor, so far as the Seller is aware, is any such claim threatened or
contemplated.  9.5No Group Company
nor the Seller has received written notice during the Relevant Period that an
Environmental Authority is intending to revoke or suspend any Environmental
Permits nor during the Relevant Period so far as the Seller is aware was any
such revocation or suspension threatened in writing.  9.6The Group is not liable under
Environmental Laws to carry out Remedial
Works to address the presence or discharge of any Hazardous Substance in soil
and/or groundwater and/or surface water at or adjacent to any Property where
this would be material for the relevant Group Company or Group Business,
provided that this shall not extend to any liability arising as a result of a
material change in the use of the relevant Property not required by law or
regulation. The Purchaser (on behalf of itself and the Relevant Purchasers)
undertakes not to inform any Regulatory Authority of or take any other action,
not in the ordinary course of business, in respect of any issue relating to the
Environment except to the extent it reasonably believes necessary under
Environmental Law.  9.7No Group Company
nor the Seller has any material liability to any third party under any
Environmental Laws in respect of the use, disposal, storage, transport or release of any Hazardous
Substance.  10Anti-Competitive Agreements
and Practices  So far as
the Relevant Sellers are aware, no Group Company nor the Seller is a party to any
agreement, arrangement or concerted practice or is carrying on any practice
material to the business of the Group:  10.1which in whole or in part may
contravene or may be invalidated by any anti-trust, fair trading, dumping,
state aid, consumer protection or similar legislation in any jurisdiction where
the Group has assets or carries on business or sells its goods or services;  10.2in particular and without prejudice to
the generality of the foregoing, which in whole or in part may contravene
Article 81(1) or 82 of the Treaty of Rome; or  10.3in respect of which any filing,
registration or notification may be required or may be advisable pursuant to
the legislation referred to in paragraph 10.1 or 10.2 (whether or not the same
has in fact been made).  11Litigation  11.1Current Proceedings  No Group Company nor the Seller is
involved whether as claimant or defendant or other party in any claim, legal
action, proceeding, suit, litigation, prosecution, investigation, enquiry or
arbitration (other than as claimant in the collection of debts arising in the
ordinary course of its business none of which exceeds £100,000) which is
material to the business of the relevant Group Company.  127


11.2Pending or Threatened
Proceedings  So far as the Relevant Sellers are
aware no such claim, legal action, proceeding, suit, litigation, prosecution,
investigation, enquiry or arbitration of material importance is pending or
threatened by or against any Group Company or the Seller.  11.3Circumstances likely to lead
to claims  So far as the Relevant Sellers are
aware there are no investigations, disciplinary proceedings or other
circumstances likely to lead to any such claim or legal action, proceeding,
suit, litigation, prosecution, investigation, enquiry or arbitration.  11.4Product Liability  Each of the products sold by the
Group in the three year period ending on the date of this Agreement met, when
sold, in all material respects, all standards for quality and workmanship
prescribed by law, excluding Environmental Laws, and contractual agreements. No
claims have been made or threatened in writing under product warranties or for
the supply of defective products other than claims for such reasons and in such
amounts as are consistent with past practice. No Group Company has any material
liability for injury to persons or property as a result of the ownership,
possession or use of any product manufactured or supplied by the Group in the
three year period ending on the date of this Agreement.  12Insurance  12.1Particulars of Insurances  Summary particulars of the
insurances of the Group Companies or the Seller material to the business of the
Group Companies are contained in the Disclosure Letter.  12.2Details on Policies  In respect of the insurances
referred to in paragraph 12.1:  12.2.1all premiums have been duly paid to
date;  12.2.2no Relevant Seller or Group Company has
received any notification that such insurances are not valid or enforceable;
and  12.2.3so far as the Relevant Sellers are
aware, no act, omission, misrepresentation or non-disclosure by or on behalf of
any Group Company or the Seller has occurred which makes any of these policies
voidable.  13Tax  13.1Company Residence  Each Group Company has been
resident for tax purposes in the country stated in the Disclosure Letter with
express reference to this paragraph and has not been resident anywhere else at
any time since its incorporation and will be so resident at Closing. For the
avoidance of doubt, references to residence in this paragraph shall be
construed as references to residence as determined by the local law of the
jurisdiction or jurisdictions concerned and not by reference to the provisions
of any relevant double taxation treaty or convention.  128


13.2Returns, Information and
Clearances  13.2.1All registrations, returns,
computations, notices and information which are or have been required to be
made or given by each Group Company for any Taxation purpose (i) have been made
or given within the requisite periods and on a proper basis and are up-to-date
and correct; and (ii) none of them is, or is likely to be, the subject of any
dispute with any relevant Tax Authority.  13.2.2Each Group Company is in possession of
sufficient information to enable it to compute its liability to Taxation
insofar as it depends on any Transaction (for the purposes of this paragraph 13,
as defined in the Tax Indemnity) occurring on or before Closing and has preserved records required for the delivery
of correct and complete returns as required by Schedule 18 Finance Act 1998 or
other equivalent provisions in any relevant jurisdiction or the computation of
any other Tax.  13.3Special
Regimes/Elections/Rulings  13.3.1There are no
agreements, arrangements or elections between a Group Company and any Tax
Authority pursuant to which the relevant Group Company is authorised not to
comply with what, but for such agreement or arrangement, would be its statutory
obligations.  13.3.2No action has been taken by any Group
Company which may have the result of altering or disturbing in any material way
any existing arrangement or agreement between the relevant Group Company and
any relevant Tax Authority.  13.4Taxation Benefits  13.4.1For the purposes of this paragraph
13.4:  Taxation
Benefits means any Taxation benefit or advantage, including any
loss, relief, allowance, exemption, set-off, deduction or credit available in
the computation of any liability to Taxation.  13.4.2No Group Company is under any
obligation to surrender or otherwise transfer any Taxation Benefit.  13.4.3No Group Company is liable to make a
payment for utilisation, surrender or other transfer of any Taxation Benefit,
nor is any Taxation Benefit received by any Group Company liable to be
refunded.  13.4.4There are set out in the Disclosure
Letter, with express reference to this paragraph, full particulars of all
surrenders or other transfers of any Taxation Benefits made by any Group
Company since the Accounts Date.  13.4.5The entry into, becoming unconditional
or Closing of this Agreement will not result in any withdrawal, restriction or
other clawback of any Taxation Benefit enjoyed by, or profit or gain being
deemed to accrue to, any Group Company for Taxation purposes in relation to an
earlier Transaction of such Group Company other than a Transaction with a Group
Company.  13.4.6Each Group Company has received (or will
on or prior to Closing have received) all payments due to it under any
arrangement or agreement for surrender of group relief by it for periods ending
on or prior to the Accounts Date.  129


13.5Taxation Claims and
Liabilities  13.5.1To the best
of the Relevant Sellers knowledge, information and belief there is no liability to Taxation in
respect of which a claim could be made under the Tax Indemnity and there are no
circumstances likely to give rise to such a liability.  13.5.2There are set out in the Disclosure
Letter details of all matters relating to Taxation in respect of which each
Group Company (either alone or jointly with any other person) has, or at
Closing will have, an outstanding entitlement to make:  (i)any claim (including a supplementary
claim) for relief;  (ii)any election, including an election for
one type of relief, or one basis, system or method of Taxation, as opposed to
another;  (iii)any appeal or further appeal against an
assessment to Taxation;  (iv)any application for the postponement
of, or payment by instalments of, Taxation; or  (v)any application to disclaim or require
the postponement of any allowance or relief.  Such details are reasonably sufficient to enable the
Relevant Purchaser to meet or procure that any time limit to such entitlement
expiring after Closing can be met.  13.6Replacement of Business
Assets  No claim has been made by any
Group Company which would affect the amount of any gain accruing or being treated
as accruing on a disposal of an asset of any Group Company.  13.7Employment Taxes  Each Group Company has duly
accounted to any relevant Tax Authority for all employment taxes properly
deducted or otherwise due and payable by it under the applicable law.  13.8VAT  13.8.1Each Group Company has complied fully
with all statutory requirements, orders, provisions, directions or conditions
relating to VAT, including (for the avoidance of doubt) the terms of any
agreement reached with any Tax Authority.  13.8.2There are set out in the Disclosure
Letter, full particulars of each item which a Group Company uses in the course
or furtherance of its business and for the purposes of that business, otherwise
than solely for the purpose of selling the item, being capital items in respect
of which:  (i)the input tax can be subject to
adjustment pursuant to Part XV of the Value Added Tax Regulations 1995 or any
similar legislation in respect of VAT applicable in any relevant EU member
state; and  (ii)in the applicable period of adjustment
will not have expired by Closing.  Such particulars are sufficient to
enable the Group Companies (or any group of which they will form part for VAT
purposes following Closing) to comply with their obligations under the said
provisions.  130


13.8.3There are set out in the Disclosure
Letter full particulars of:  (i)any land in which a Group Company has
an interest and in relation to which an election has been made to waive
exemption from VAT under the applicable law of any relevant jurisdiction; and  (ii)any buildings or civil engineering
works owned by any Group Company and completed for VAT purposes within the last
three years.  13.8.4No Group Company has at any time been a
member of a group registration for VAT purposes (other than a group
registration all of the other members of which were Group Companies).  13.8.5Where and to the extent a taxable
supply has been made to any of the Group Companies prior to Closing of any
goods or services on which some or all of the VAT payable in respect of that
supply (or on any pervious of subsequent supply of those goods) would go
unpaid, the Group Company concerned did not, at the time of the supply, know or
have reasonable grounds to suspect that some or all of the VAT payable in
respect of that supply, or on any previous or subsequent supply of such goods
or services, would go unpaid.  13.9General Allowances  In relation to the Business
Properties, there are no assets owned by the relevant Group Company:  13.9.1which are long life assets as defined
by Section 91(1) Capital Allowances Act 2001 to which Part 2 of Chapter 10 of
that Act (Long Life Assets) applies (disregarding Section 97 of that Act); and  13.9.2expenditure on which fell within of
Schedule 3 paragraph 20(2) of that Act.  13.10Transfer and Registration
Taxes  13.10.1There are set out in the Disclosure
Letter full particulars of all transactions effected within 3 years prior to
the date of this Agreement for which a Group Company has made a claim for
relief from stamp duty, stamp duty land tax or any other transfer or
registration taxes in any jurisdiction.  13.10.2In relation to the Business Properties,
no Group Company has been granted a lease falling within paragraph 11(1) of
Schedule 17A Finance Act 2003.  13.10.3All documents
which require stamping in any relevant jurisdiction and in the enforcement of
which a Group Company may be interested have been duly stamped (for UK stamp
duty purposes) and no document in the enforcement of which a Group Company may
be interested has not been stamped (for UK stamp duty purposes) by reason of it
being executed and retained abroad.  13.11Anti-avoidance  No Group Company has been involved
in any transaction or series of transactions in respect of which disclosure is
required to be made or has been made to a Tax Authority under Part 7 of the
Finance Act 2004 or under equivalent provisions in any jurisdiction other than
the United Kingdom.  131


14Important Business Issues
since the Management Accounts Date  Since the Management Accounts
Date:  14.1there has been no material adverse
change in the financial position of the Group (other than a change affecting or
likely to affect all companies carrying on business in similar countries in
which the Group carries on business) and, so far as the Relevant Sellers are
aware, no event, fact or matter has occurred which will give rise to any such
change;  14.2the business of the Group has not been
materially and adversely affected by any abnormal factor affecting similar
businesses to a like extent and, so far as the Relevant Sellers are aware,
there are no facts which are likely to give rise to any such effects;  14.3the business of the Group has been
carried on as a going concern in the ordinary course, without any material
interruption or material alteration in its nature, scope or manner;  14.4no material capital commitments have
been entered into or proposed by any Group Company or the Seller.For these purposes a material capital commitment is one
involving capital expenditure of over £500,000;  14.5the business of the Group has not been
materially and adversely affected by the loss of any important customer or
source of supply and, so far as the Relevant Sellers are aware, there are no
facts or circumstances which are likely to give rise to any such effects. For
these purposes, an important customer or source of supply in relation to the
Group means one which in either of the two financial periods immediately
preceding the Management Accounts Date accounted for 5 per cent or more (in the
case of a customer) of the turnover of the Group or (in the case of a source of
supply) of the goods, services or equipment supplied to the Group;  14.6otherwise than in the ordinary course
of carrying on its business, neither any Group Company nor the Seller in
respect of the Group Businesses has incurred any additional borrowings or
incurred any other indebtedness in each case in excess of £500,000.  15Authority and Capacity  15.1Each of the Seller, the Relevant
Sellers and each Group Company is validly existing and is a company duly
incorporated under the law of its jurisdiction of incorporation.  15.2Each of the Seller and the Relevant
Sellers has the legal right and full power and authority to enter into and
perform this Agreement, any Local Transfer Document to which it is a party and
any other documents to be executed by it pursuant to or in connection with this
Agreement or any Local Transfer Document.  15.3The documents referred to in paragraph
15.2 will, when executed, constitute valid and binding obligations on the
Seller and the Relevant Sellers, in accordance with their respective terms.  15.4Each of the Seller and the Relevant
Sellers has taken or will have taken by Closing all corporate action required
by it to authorise it to enter into and to perform this Agreement, any Local
Transfer Document to which it is a party and any other documents to be executed
by it pursuant to or in connection with this Agreement or any Local Transfer
Document.  132


16Insolvency, etc.  16.1No Group Company nor the Seller is
insolvent under the laws of its jurisdiction of incorporation or unable to pay
its debts as they fall due.  16.2There are no proceedings in relation to
any compromise or arrangement with creditors or any winding up, bankruptcy or
other insolvency proceedings concerning any Group Company and, so far as the
Relevant Sellers are aware, no events have occurred which, under applicable
laws, would justify such proceedings.  So far as the Relevant Sellers are
aware, no steps have been taken to enforce any security over any assets of any
Group Company or the Seller and, so far as the Relevant Sellers are aware, no
event has occurred to give the right to enforce such security.  17Base Net Asset Statement  17.1The Base Net Asset Statement comprises
the balance sheet assets and liabilities set out in paragraphs 3.1 and 3.3 of
Schedule 11.  17.2The balance sheet assets and
liabilities set out in the Base Net Asset Statement have been included on the
following basis:  17.2.1the assets and liabilities for the
Group (excluding TCJ) have been aggregated using the December forecast position
as shown in the budget submissions of the Group Companies and the Group
Business included in the Data Room at document references Grp.01.04.079 to
Grp.01.04.098 subject to the following specific adjustments:  (i)adjustments have been made to the
budget submissions of the Group Companies and the Group Business (excluding
TCJ) at a top level to reflect the aggregated Group December forecast position
as set out in the Data Room at document referenceGrp.01.04.123;  (ii)the Property at Pennycross Close,
Plymouth, Devon, PL2 3NX has been included at a value of £984,000;  (iii)the value of the old plant at Sao
Paulo, Brazil shown in the accounts of HellermannTyton SrL at £390,000 has been
reduced to £170,000;  (iv)the outstanding loan to M&I,
Marshall and Ilsley Bank shown in the accounts of HellermannTyton Corporation
has been excluded; and  (v)the Curamik lease shown in the accounts
of HellermannTyton GmbH has been excluded; and  17.2.2the assets and liabilities for TCJ at
31 December 2005 have been estimated based upon the balance sheet as at 31
March 2005 as set out in the Data Room at document reference T2.Jap.05.02.004
and actual inventory, receivables and payables balances at 30 September 2005.  17.3The accounts referenced in paragraph 17.2.1
(Data Room document references Grp.01.04.079 to Grp.01.04.098) and in paragraph
17.2.1(i) (Data Room document reference Grp.01.04.123) have been prepared in
accordance with the accounting policies, practices and procedures set out in
the extract from the Spirent accounting procedures manual, a copy of which is
included in the Data Room at document reference Grp.01.02.002 and accordingly,
subject to paragraph 17.2.1, the Base Net Asset Statement  133


has been prepared
in accordance with the Spirent accounting procedures manual to the extent that
the procedures set out in the Spirent accounting procedures are relevant and
sensibly applicable.  134


Schedule 13
Warranties given by the Purchaser and Relevant Purchasers under Clause 9.3  1Authority and Capacity  1.1Incorporation  Each of the Purchaser and the
Relevant Purchasers is validly existing and is a company duly incorporated
under the law of its jurisdiction of incorporation.  1.2Authority to enter into
Agreement  1.2.1Each of the Purchaser and the Relevant
Purchasers has the legal right and full power and authority to enter into and
perform this Agreement, any Local Transfer Document to which it is a party and
any other documents to be executed by it pursuant to or in connection with this
Agreement or any Local Transfer Document.  1.2.2The documents referred to in paragraph
1.2.1 will, when executed, constitute valid and binding obligations on the
Purchaser and the Relevant Purchasers in accordance with their respective
terms.  1.3Authorisation  Each of the Purchaser and the
Relevant Purchasers has taken or will have taken by Closing all corporate
action required by it to authorise it to enter into and to perform this
Agreement, any Local Transfer Document to which it is a party and any other
documents to be executed by it pursuant to or in connection with this Agreement
or any Local Transfer Document.  2Investment
Purpose  Each of the
Relevant Purchasers acknowledges and agrees that it is acquiring the shares of
the US Company for its own account, solely for the purpose of investment and
not with a view to, or for sale in connection with, any distribution thereof in
violation of US federal securities laws or any applicable securities laws of
the several states of the United States. Each of the Relevant Purchasers
understands that the shares of the US Companies have not been and will not be
registered under the Securities Act. Each of the Relevant Purchasers
acknowledges that such securities may not be transferred or sold except
pursuant to a transaction that is registered under the Securities Act or
applicable state securities laws or pursuant to an exemption from the
registration requirements thereof (as the case may be).  135


Schedule 14
Intra-Group Payables and Intra-Group Receivables  Currency
  
  Due from
  
  Due to
  
  Amount
  
  Method of
  elimination or
  transferSpirent GmbH
  
  Euro
  
  
  
  Spirent BV
  
  26,786,000
  
  Capitalise*Euro
  
  
  
  the Seller
  
  11,000,000
  
  Capitalise*HellermannTyton SAS
  
  Euro
  
  
  
  Spirent BV
  
  800,000
  
  Capitalise*HellermannTyton GmbH (Austria)
  
  Euro
  
  the Seller
  
  
  
  850,000
  
  DividendHellermannTyton España S.L.
  
  Euro
  
  
  
  Spirent BV
  
  90,000
  
  Capitalise*HellermannTyton Ltda
  
  Brazilian Real
  
  
  
  Spirent BV
  
  9,213,000
  
  Capitalise*Spirent Australia (Pty) Limited
  
  Australian $
  
  the Seller
  
  
  
  670,000
  
  DividendHellermannTyton Corp.
  
  US$
  
  
  
  Spirent Inc
  
  110,000
  
  Capitalise*HellermannTyton Data Limited
  
  £
  
  the Seller
  
  
  
  2,640,000
  
  DividendHellermannTyton Pty Limited
  
  S$
  
  the Seller
  
  
  
  3,081,000
  
  Repay post closingUS$
  
  the Seller
  
  
  
  602,000
  
  Repay post closing  
 * This will have
a knock-on effect on the share capital.  136


Schedule 15
Transitional Services  The following services shall be
provided free of charge:  1IT  1.1The Seller will allow continued use of
the current e-mail bridge utilised by the Group for a period up to 28 February
2006 at no charge.  1.2Notwithstanding paragraph 1.1 the
Purchaser will use reasonable endeavours to transition the Group away from a
reliance on the Relevant Sellers IT infrastructure as soon as reasonably
possible.  2Financial Consolidation  2.1The Group will be permitted to continue
to utilise the existing FDC reporting system as currently configured for a
period up to 15 March 2006 (the FDC Transition Period)
provided that the Seller is able to secure a licence permitting the same (with
any costs associated therewith being born by the Purchaser).  2.2The Group will be permitted to
transition financial history relating solely to the Group stored in the Sellers
FDC database to a new database, such transfer to be effected during the FDC
Transition Period.  2.3During the FDC Transition Period, the
Seller will allow the HellermannTyton Employees (as defined below) reasonable
access to Spirent House to enable access to FDC for the purposes of performing
month end consolidation of the Group.  3Payroll  3.1Where certain Group employees payroll
is currently processed by the Seller, the Seller will continue to process such
payroll in accordance with past practice up to and including the payment due to
be made on 6 March 2006 subject to the fulfilment by the Purchaser of paragraph
3.2 and 3.3 below.  3.2The Purchaser will ensure that funds to
make any such payments are received by Seller at least 3 Business Days prior to
any such payment becoming due.  3.3The Purchaser will indemnify the Seller
for any costs charges and expenses incurred in connection with provision of
this service.  4Office Space at Spirent House  4.1Steve Salmon, Tim Jones and Alison Ball
(the HellermannTyton Employees) will be
permitted to continue to use the existing office space of Steve Salmon and
Alison Ball and infrastructure during office hours until 15 February 2006
subject to the following conditions:  4.1.1the HellermannTyton Employees will
follow all reasonable instructions of the Seller;  4.1.2the HellermannTyton Employees will
treat as strictly confidential any information regarding the Seller; and  4.1.3the HellermannTyton Employees will not
discuss any matters relating to the Group or the Sellers business with Seller
employees.  137


Table of Contents  Contents
  
  Page1
  Interpretation
  12
  Agreement to
  Sell the Group
  103
  Consideration
  144
  Conditions
  155
  Pre-Closing
  196
  Closing
  217
  Post-Closing
  Adjustments
  228
  Post-Closing
  Obligations
  239
  Warranties
  3010
  Limitation
  of Relevant Sellers Liability
  3011
  Claims
  3512
  Restrictions
  on the Seller and the Relevant Sellers
  3713
  Guarantee
  3814
  Confidentiality
  4015
  Other
  Provisions
  42Schedule 1 Part 1 Details of the Share
  Sellers and Shares
  
  49Schedule 1 Part 2 Details of the Group
  Businesses
  
  50Schedule 2 Companies and Subsidiaries
  
  51Schedule 3 Part 1 Properties of the Group
  Companies
  
  66Schedule 3 Part 2 Business Properties
  
  72Schedule 4 Intellectual Property
  
  76Schedule 5 Contracts (Clause 2.3.1(vi))
  
  87Schedule 6 Employees Part 1 General (Clause
  2.4.1)
  
  90Schedule 6 Part 2 Share Schemes
  
  92Schedule 6 Part 3 Senior Employees
  
  94  i


Schedule 7 Group Retirement Benefit
  Arrangements (Clause 2.4.2)
  
  95Schedule 8 Allocation of Purchase Price
  (Clauses 3.2 and 7.3)
  
  96Schedule 9 VAT (Clause 3.3)
  
  97Schedule 10 Part 1 Closing Obligations
  
  102Schedule 10 Part 2 Resignations
  
  109Schedule 11 Base Net Asset Statement and
  Net Asset Statement
  
  110Schedule 12Warranties given under Clause 9.1
  
  116Schedule 13
  Warranties given by the Purchaser and Relevant Purchasers under Clause 9.3
  135Schedule 14 Intra-Group Payables and
  Intra-Group Receivables
  
  136Schedule 15 Transitional Services
  
  137  ii