Exhibit 4.1

EXECUTION COPY

AGREEMENT

DATED 4th February, 2004

£30,000,000

REVOLVING CREDIT FACILITY

FOR

SPIRENT plc

ARRANGED BY

COMMERZBANK AG
HSBC BANK plc
LLOYDS TSB BANK plc
THE ROYAL BANK OF SCOTLAND plc

ALLEN & OVERYLondon

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CONTENTS

|Clause |  |                                |  | Page
|------ |  | ------------------------------ |  | ----
|1.     |  | Interpretation                 |  | 4   
|2.     |  | The Facility                   |  | 20  
|3.     |  | Purpose                        |  | 22  
|4.     |  | Conditions Precedent           |  | 22  
|5.     |  | Loans                          |  | 23  
|6.     |  | Repayment                      |  | 24  
|7.     |  | Prepayment and Cancellation    |  | 24  
|8.     |  | Interest Periods               |  | 27  
|9.     |  | Interest                       |  | 28  
|10.    |  | Optional Currencies            |  | 30  
|11.    |  | Amount of Optional Currencies  |  | 32  
|12.    |  | Payments                       |  | 32  
|13.    |  | Taxes                          |  | 34  
|14.    |  | Market Disruption              |  | 36  
|15.    |  | Increased Costs                |  | 38  
|16.    |  | Illegality                     |  | 39  
|17.    |  | Guarantee                      |  | 39  
|18.    |  | Representations and Warranties |  | 43  
|19.    |  | Undertakings                   |  | 46  
|20.    |  | Default                        |  | 54  
|21.    |  | The Agent and the Arrangers    |  | 57  
|22.    |  | Fees                           |  | 62  
|23.    |  | Expenses                       |  | 63  
|24.    |  | Stamp Duties                   |  | 63  
|25.    |  | Indemnities                    |  | 63  
|26.    |  | Evidence and Calculations      |  | 64  
|27.    |  | Amendments and Waivers         |  | 65  
|28.    |  | Changes to the Parties         |  | 66  
|29.    |  | Disclosure of Information      |  | 70  
|30.    |  | Set-Off                        |  | 70  
|31.    |  | Pro Rata Sharing               |  | 71  
|32.    |  | Severability                   |  | 72  
|33.    |  | Counterparts                   |  | 72  
|34.    |  | Notices                        |  | 72  
|35.    |  | Language                       |  | 73  
|36.    |  | Jurisdiction                   |  | 73  
|37.    |  | Governing Law                  |  | 74  
|38.    |  | Waiver of Jury Trial           |  | 74  

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|Schedules   |  | Page                                                        
|----------- |  | ------------------------------------------------------------
|1.          |  | Original Parties                                            
|2.          |  | Conditions Precedent Documents                              
|            |  | Part 1    To be Delivered Prior To Delivery Of First Request
|            |  | Part 2    To Be Delivered By An Additional Borrower         
|            |  | Part 3    To Be Delivered By An Additional Guarantor        
|3.          |  | Calculation of the Mandatory Cost                           
|4.          |  | Form Of Notices                                             
|            |  | Part 1    Form of Request                                   
|            |  | Part 2    Form Of Selection Notice                          
|5.          |  | Forms of Accession Documents                                
|            |  | Part 1    Novation Certificate                              
|            |  | Part 2    Borrower Accession Agreement                      
|            |  | Part 3    Guarantor Accession Agreement                     
|6.          |  | Form of Compliance Certificate                              
|7.          |  | Form of Margin Certificate                                  
|8.          |  | Existing Preferred Indebtedness                             
|9.          |  | Subsidiaries                                                
|            |  | Part 1    Material Subsidiaries                             
|            |  | Part 2    Initial Guarantors                                
|            |  |                                                             
|            |  |                                                             
|Signatories |  | 93                                                          

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THIS AGREEMENTis made on 4th February, 2004 between:

IT
IS AGREED as follows:

1.     INTERPRETATION

1.1   Definitions

In this Agreement:

Accounting Periodmeans:



Accountsmeans, at any time:



Additional Borrowermeans a member of the Group which becomes a Borrower in accordance with Clause 28.5 (Additional Borrowers).

Additional Guarantormeans a member of the Group which becomes a Guarantor in accordance with Clause 28.6 (Additional Guarantors).

Affiliatemeans a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.

Agent's Spot Rate of Exchangemeans the Agent's spot rate of exchange for the purchase of the relevant Optional Currency in the London
foreign exchange market with Sterling at or about 11.00 a.m. on a particular day.

Anti-Terrorism Lawmeans each of:



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Auditormeans Ernst & Young LLP or any other auditor appointed by the Company.

Availability Periodmeans, subject to Clause 2.4 (Extension of Final Maturity Date), the period from and including the date of this
Agreement to and including the date falling 364 days from the date of this Agreement.

Balance Sheetmeans, at any time, the latest published consolidated balance sheet of the Group.

Borrowermeans, subject to Clause 28.7 (Removal of Obligors), the Company or an Additional Borrower.

Borrower Accession Agreementmeans a letter substantially in the form of Part 2 of Schedule 5 with such amendments as the
Agent and the Company may agree.

Business Daymeans a day (other than a Saturday or Sunday) on which banks are open for general business in London and:



Cash and Cash Equivalentsmeans, at any time:



in
each case, to which any member of the Group is beneficially entitled at that time.

Codemeans the United States Internal Revenue Code of 1986 as amended from time to time.

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Commitmentmeans:



to
the extent not cancelled, transferred or reduced under this Agreement.

Compliance Certificatemeans a certificate substantially in the form of Schedule 8.

Consolidated EBITmeans, in relation to any Accounting Period of the Group, the consolidated operating profit of the Group for that
Accounting Period calculated by reference to the Accounts of the Group for that Accounting Period and:



Consolidated EBITAmeans, in relation to any Accounting Period of the Group, the consolidated operating profit of the Group for that
Accounting Period calculated by reference to the Accounts of the Group for that Accounting Period and:



Consolidated EBITDAmeans, in relation to any Accounting Period, the consolidated operating profit of the Group for that Accounting Period
calculated by reference to the Accounts for that Accounting Period and:



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Consolidated Interest Expensemeans, in relation to any Accounting Period, all interest, acceptance commission and any other continuing,
regular or periodic costs and expenses in the nature of interest (whether paid, payable or capitalised) incurred by the Group (other than interest paid or payable to another member of the Group)
during that Accounting Period.

Consolidated Interest Receivablemeans, in relation to any Accounting Period, all interest received or receivable by any member of the
Group (other than interest received or receivable from another member of the Group) during that Accounting Period.

Consolidated Net Debtmeans, at any time and without double counting, Total Consolidated Debt less Cash and Cash Equivalents at that time.

Consolidated Net Interest Expensemeans, in relation to any Accounting Period, Consolidated Interest Expense for that period less
Consolidated Interest Receivable for that period.

Consolidated Net Worthmeans, at any date, the sum for the Company and its Subsidiaries (without duplication) of:



all
as determined by reference to the then most recent audited, interim or quarterly, as the case may be, consolidated balance sheet of the Company and its Subsidiaries required to be provided under
Clause 19.2(a) (Financial Information) provided that:



Consolidated Total Assetsmeans, at any time, the consolidated fixed assets and consolidated current assets of the Group as shown in its
Balance Sheet excluding, for the avoidance of doubt, goodwill and investments in joint ventures.

Dangerous Substancesmeans any radioactive emissions and any natural or artificial substance (whether in solid or liquid form or in the
form of a gas or vapour), the generation, transportation, storage, treatment, use or disposal of which (whether alone or in combination with any other substance) gives a risk of causing harm to man or
any other living organism or damaging in any

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material
respect the environment or public health or welfare, including, but not limited to, any controlled, special, hazardous, toxic, radioactive or dangerous waste.

Defaultmeans an Event of Default or a Potential Event of Default.

Designated Debt Subsidiariesmeans:



Drawdown Datemeans the date of the making of a Loan.

EBITmeans, in relation to any Accounting Period for the Company or any Material Subsidiary, the operating profit of the Company or that
Material Subsidiary (as applicable) for that Accounting Period calculated by reference to the Accounts of the Company or that Material Subsidiary (as applicable) for that Accounting Period and:



Environmental Claimmeans any claim by any person:



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Environmental Lawmeans any common or statutory law or regulation concerning the protection of human health, any living organism, the
workplace or the environment or the conditions of the workplace or the generation, transportation, storage, treatment or disposal of Dangerous Substances.

ERISAmeans the United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect.

ERISA Affiliatemeans any person treated as a single employer with any Obligor for the purpose of Section 414 of the Code.

euroor€means the single currency of the Participating Member States.

Event of Defaultmeans an event specified as such in Clause 20.1 (Events of Default).

Executive Ordermeans the Executive Order No. 13224 of September 23, 2001Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism.

Existing Facilitymeans the syndicated credit facility dated 14th June, 1999 between (among others) the Company, Deutsche Bank AG and HSBC
Bank plc, as amended by supplemental agreements dated 15th July, 1999, 15th November, 2000, 6th March, 2002 and 11th March, 2003.

Facilitymeans a credit facility made available under this Agreement.

Facility Officemeans the office(s) notified by a Bank to the Agent:



as
the office(s) through which it will perform all or any of its obligations under this Agreement.

Fee Lettermeans any letter entered into by reference to this Agreement between the Agent and the Company setting out the amount of
certain fees referred to in this Agreement.

Final Maturity Datemeans:



Finance Documentmeans:



Finance Partymeans an Arranger, a Bank or the Agent.

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Financial Indebtednessmeans any indebtedness (without double counting) in respect of:



FRSmeans a financial reporting standard issued by the Accounting Standards Board.

Groupmeans the Company and its Subsidiaries.

Group Finance Directormeans Eric Hutchinson or any other person that becomes group finance director of the Company.

Guarantormeans, subject to Clause 28.7 (Removal of Obligors), the Company, the Initial Guarantors or an Additional Guarantor.

Guarantor Accession Agreementmeans a letter substantially in the form of Part 3 of Schedule 5 with such amendments as the
Agent and the Company may agree.

Hedging Arrangementmeans any derivative hedging transaction entered into by a member of the Group on standard (or more favourable than
standard) terms and conditions in order to mitigate interest rate or currency exchange risks.

Holding Companyhas the meaning given to it in Section 736 of the Companies Act 1985.

IBCAmeans The Fitch IBCA Group.

Information Packagemeans the package prepared by the Company and delivered to potential Banks in connection with the syndication of the
Facility.

Initial Guarantormeans each company listed in Part 2 of Schedule 9.

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Interest Periodmeans each period determined in accordance with Clause 8 (Interest Periods).

LIBORmeans for an Interest Period of any Loan or overdue amount:



as
of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in the currency of that Loan or overdue amount for a period comparable to that Interest Period.

Loanmeans, subject to Clauses 8 (Interest Periods) and 10 (Optional Currencies), the principal amount of each borrowing by a Borrower
under this Agreement or the principal amount outstanding of that borrowing.

Majority Banksmeans, at any time:



Mandatory Costmeans the cost of complying with certain regulatory requirements, expressed as a percentage rate per annum and calculated
by the Agent under Schedule 3.

Marginmeans, subject to Clause 9.5 (Adjustment of the Margin), 1.75 per cent. per annum.

Margin Certificatemeans a certificate substantially in the form of Schedule 7.

Material Adverse Effectmeans a material adverse effect:



Material Subsidiarymeans:



so
long as it is a Subsidiary of the Company.

Moody'smeans Moody's Investors Service, Limited.

Multiemployer Planmeans a "multiemployer plan" within the meaning of section 3(37) or 4001(a)(3) of ERISA.

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Network Products Divisionmeans the Company's division comprised of Hellerman Tyton ("HT"), divisions of Spirent plc (divisions: HT
Broadband, HT Plymouth, HT Ireland, HT BHD, HT Manchester and the assets and business of Staeng Limited), Staeng Limited, HT Data Limited, Spirent Australia Pty Limited, HellermanTyton GmbH,
HellermanTyton S.A., HellermanTyton Pty Limited, HellermanTyton AB, HellermanTyton Limitada, HellermanTyton Srl, Spirent BV's interest in HellermanTyton Pte Limited (75 per cent.), Spirent BV's
interest in Tyton Corporation of Japan (49 per cent.), Spirent International Inc's interest in HellermanTyton Corporation (97 per cent.) and all Subsidiaries of such companies.

Non Wholly-Owned Subsidiarymeans each of HellermannTyton (Pty) Limited, HellermannTyton Corporation, HellermannTyton Canada Incorporated,
HellermannTyton Pte Limited and Optical Networks Testing Inc.

Novation Certificatehas the meaning given to it in Clause 28.3 (Procedure for novations).

Notemeans any of the:



each
issued pursuant to the Noteholders Agreement.

Noteholdermeans any person who holds a Note.

Noteholders Agreementmeans the note purchase agreements dated 23rd November, 1999 between the Company and the Noteholders in respect of
the Notes (as amended from time to time).

Obligormeans a Borrower or a Guarantor.

Optional Currencymeans:



Original Sterling Amountmeans:



Participating Member Statemeans a member state of the European Communities that adopts the euro as its currency in accordance with
legislation of the European Union relating to European Economic and Monetary Union.

Partymeans a party to this Agreement.

PBGCmeans the Pension Benefit Guaranty Corporation and any entity succeeding to any of its functions under ERISA.

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Pension Planmeans an employee benefit pension plan or pension plan as defined in Section 3(2) of ERISA:



Permitted Bankmeans:



Permitted Reorganisationmeans:



provided
that, in the case of paragraphs (a) and (b) above, the Company shall have at least the same degree of control (as defined in the City Code on Takeovers and Mergers) in respect
of any relevant Subsidiary acquiring any business or assets as it had in respect of the Subsidiary transferring those businesses or assets.

Potential Event of Defaultmeans an event or circumstance which, with the giving of notice and/or lapse of time and/or fulfilment of any
other applicable condition, as provided in Clause 20.1 (Events of Default), would constitute an Event of Default.

Preferred Indebtednessmeans the principal amount of Financial Indebtedness (or in the case of any derivative transaction, the mark to
market value of that derivative transaction) of:



Preferred Sharesmeans any class of share capital of an entity that is preferred over any other class of capital shares of such entity as
to the payment of dividends or the payment of any amount upon liquidation or dissolution of such entity.

Qualifying Bankmeans:



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Rate Fixing Daymeans:



or
such other day as is generally treated as the rate fixing day by market practice in the London interbank market for the currency concerned, as notified by the Agent to the other Parties by not less
than five Business Days' notice.

Reference Banksmeans, subject to Clause 28.8 (Reference Banks), HSBC Bank plc, Lloyds TSB Bank plc and any other bank or financial
institution appointed as such by the Agent in consultation with the Company under this Agreement.

Regulation Dmeans Regulation D of the Board of Governors of the Federal Reserve System (or any successor).

Regulation D Costsmeans, in relation to its participation in a Loan made to a U.S. Borrower (or deposits maintained by a Bank to
fund that participation), the amount (if any) certified by a Bank to be the cost to it of complying with Regulation D (or any similar reserve requirements) in respect of its participation or
those deposits.

Reporting Accountantmeans PricewaterhouseCoopers or any other accountant appointed by the Agent.

Requestmeans a request made by a Borrower to utilise the Facility, substantially in the form of Part I of Schedule 4.

Restricted Partymeans any person listed:



Revolving Credit Loanmeans a Loan borrowed under the Facility before the term-out option in Clause 2.5
(Term-out Option) has been exercised.

Rollover Loanmeans a Revolving Credit Loan:



Screen Ratemeans the British Bankers Association Interest Settlement Rate (if any) for the relevant currency and Interest Period
displayed on the appropriate page of the Reuters screen selected by the Agent. If the relevant page is replaced or the service ceases to be available, the Agent (after consultation with the Company
and the Banks) may specify another page or service displaying the appropriate rate.

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Security Interestmeans any mortgage, charge, assignment, pledge, lien, hypothecation or security interest or any other agreement having
the effect of conferring security but, for the avoidance of doubt, excluding any finance lease.

Selection Noticemeans a notice substantially in the form set out in Part 2 of Schedule 4 given in accordance with
Clause 8 (Interest Periods).

SSAPmeans a standard of accounting practice issued by the Accounting Standards Committee.

Standard & Poor'smeans Standard & Poor's Rating Services, a division of McGraw Hill Companies Inc.

Sterlingor£means the lawful currency for the time being of the U.K.

Subsidiarymeans:



Systems-Drives Divisionmeans the business and assets of PG Drives Technology Limited owned by each of PG International plc, PG Drives
Technology Limited and PG Drives Technology Inc.

TARGET Business Daymeans a day on which the Trans-European Real-Time Gross Settlement (TARGET) System is open.

Taxesincludes all present and future income and other taxes, levies, imposts, deductions and charges and withholdings whatsoever together
with interest thereon and penalties with respect thereto, if any, and any payments made on or in respect thereof;Taxationand Taxshall be construed
accordingly.

Term Loanmeans a Loan borrowed under the Facility after the term-out option in Clause 2.5 (Term out Option) has been
exercised.

Total Assetsmeans, at any time in respect of the Company or any Material Subsidiary, the fixed assets and current assets of the Company
or that Material Subsidiary (as applicable) as shown in the then latest balance sheet of the Company or that Material Subsidiary (as applicable) excluding, for the avoidance of doubt, goodwill.

Total Commitmentsmeans, at any time, the aggregate of the Commitments being £30,000,000 at the date of this Agreement.

Total Consolidated Debtmeans at any time the aggregate (without double counting) of the following:



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Total Subsidiary Debtmeans, at any time without duplication, the aggregate amount of:



but
excluding from such calculation:



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U.K.means the United Kingdom.

U.K. Bankmeans a Bank which is:



U.K. Non-Bank Lendermeans:



which
is beneficially entitled to payments made to it under this Agreement and which has provided to the Company and not retracted confirmation of the above in accordance with this Agreement.

U.K. Treaty Bankmeans any person to whom payments of interest and fees on the Loans may be made free from U.K. withholding tax or
deduction for or on account of tax by virtue of a double tax treaty entered into between the U.K. and the jurisdiction in which that person is resident.

U.S.means the United States of America.

U.S. Bankmeans a bank or financial institution incorporated or organised under the laws of the U.S. or any state of the U.S. (including
the District of Columbia) or any branch or office located in the U.S. through which any Bank is participating in any Loan and with respect to which interest and fees under this Agreement are treated
as effectively connected income.

U.S. Borrowermeans a Borrower which is incorporated in the U.S.

U.S. DollarsorU.S.$means the lawful currency for the time being of the U.S.

U.S. Material Subsidiarymeans a Material Subsidiary which is incorporated in the U.S.

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U.S. Obligormeans an Obligor incorporated or organised under the laws of the U.S. or any state of the U.S. (including the District of
Columbia).

U.S. Personhas the meaning given to United States person in section 7701(a)(30) of the Code.

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U.S. Treaty Bankmeans a Bank which is entitled to the benefit of a double taxation treaty between the U.S. and the jurisdiction in which
that Bank is resident under which payments of interest and fees under this Agreement may be made free of U.S. withholding tax to that Bank.

Voting Sharesmeans the capital shares of any class or classes of an entity having power under ordinary circumstances to vote for the
election of members of the board of directors or similar governing body of such entity, or persons performing similar functions (irrespective of whether or not at the time shares of any other class or
classes shall have or might have special voting power or rights by reason of the happening of any contingency).

Wholly-Owned Subsidiarymeans, at any time, any Subsidiary 100 per cent. of all of the Voting Shares, other equity interests and voting
interests of which are owned directly or indirectly by the Company (except directors' qualifying shares and shares or other equity interests owned by directors or employees to the extent such
ownership is required to comply with applicable local law or regulation).

1.2   Construction







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2.     THE FACILITY

2.1   Facility



2.2   Nature of a Finance Party's rights and obligations



2.3   Number of Loans and currencies

Unless otherwise agreed by the Agent, no more than 25 Loans may be outstanding at any time and Loans may not be denominated in more than eight currencies at any
time.

2.4   Extension of Final Maturity Date



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2.5   Term-out Option



2.6   Relationship between the Extension Option and the Term-out Option

The extension option in Clause 2.4 (Extension Option) and the term-out option in Clause 2.5 (Term-out Option) are mutually
exclusive. If a Term-out Notice has been delivered, no Extension Request may be given. If a Term-out Notice is delivered after the delivery of an Extension Request but before
the original Final Maturity Date, that Extension Request shall be deemed withdrawn. If the Final Maturity Date has been extended under Clause 2.4 (Extension Option), then a Term-out
Notice may not be given.

2.7   Affiliates of Banks



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3.     PURPOSE



4.     CONDITIONS PRECEDENT

4.1   Documentary conditions precedent

A Request may not be given until the Agent has notified the Company and the Banks that it has received all of the documents and evidence set out in Part 1
of Schedule 2 (Conditions precedent documents) in form and substance satisfactory to the Agent. The Agent must give this notification to the Company and the Lenders promptly upon being so
satisfied.

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4.2   Further conditions precedent

The obligations of each Bank to participate in any Loan are subject to the further conditions precedent that:



5.     LOANS

5.1   Availability Period

A Borrower may borrow a Loan during the Availability Period if the Agent receives, not later than 10.00 a.m. three (or, in the case of a Loan in Sterling,
one) Business Day(s) before the proposed Drawdown Date, a duly completed Request. Each Request is irrevocable and, subject to the terms of this Agreement, shall oblige the Borrower to borrow the Loan.

5.2   Completion of Requests

A Request will not be regarded as having been duly completed unless:



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Each
Request must specify one Loan only, but the Borrowers may, subject to the other terms of this Agreement, deliver more than one Request on any one day.

5.3   Advance of Loan



6.     REPAYMENT

6.1   Repayment of Revolving Credit Loans

Each Borrower shall repay in full each Revolving Credit Loan on the last day of its Interest Period.

6.2   Repayment of Term Loans

Each Borrower shall repay in full each Term Loan on the Final Maturity Date for that Term Loan.

6.3   Re-borrowing

Subject to the terms of this Agreement any Revolving Credit Loan repaid under Clause 6.1 (Repayment of Revolving Credit Loans) may be
re-borrowed.

7.     PREPAYMENT AND CANCELLATION

7.1   Automatic cancellation and reduction

The Commitment of each Bank shall be automatically cancelled in full at the close of business in London on the Final Maturity Date.

7.2   Voluntary cancellation



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7.3   Mandatory prepaymentchange of control

| |     |  |       |                                                                                                                                                                                                                                                                                    |                                                                                                                                                
| | --- |  | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------
| | (a) |  | (i)   | If any person, or group of persons acting in concert (as defined in the City Code on Takeovers and Mergers) acquires control (as defined in the City Code on Takeovers and Mergers) of the Company, the Company shall
immediately notify the Agent.                               
| |     |  | (ii)  | On the date falling 5 Business Days after notice under sub-paragraph (i) above:                                                                                                                                                                                                   
| |     |  |       | (A)                                                                                                                                                                                                                                                                                | the Facility shall be cancelled; and                                                                                                           
| |     |  |       | (B)                                                                                                                                                                                                                                                                                | each Borrower shall prepay all Loans made to it together with accrued interest and all other amounts payable by it under the Finance Documents.
| | (b) |  | (i)   | If any Borrower ceases to be beneficially wholly-owned by the Company, the Company shall immediately notify the Agent. For this purpose, a Borrower will be regarded as wholly-owned if a portion of the share capital is required to be held by law by
officers of that Borrower.
| |     |  | (ii)  | On the date falling 5 Business Days after notice under sub-paragraph (i) above the relevant Borrower shall either:                                                                                                                                                                
| |     |  |       | (A)                                                                                                                                                                                                                                                                                | prepay all Loans made to it together with accrued interest and all other amounts payable by it under the Finance Documents; or                 
| |     |  |       | (B)                                                                                                                                                                                                                                                                                | transfer its obligations under the Finance Documents to another Borrower pursuant to Clause 28.1(b) (Transfers by Obligors).                   
| |     |  | (iii) | Any amount of a Revolving Credit Loan prepaid under sub-paragraph (ii)(A) above shall, subject to the other terms of this Agreement, remain available for re-borrowing by any other Borrower.                                                                                     

7.4   Voluntary prepayment

A Borrower may, by giving not less than 7 days' prior notice to the Agent and, subject to Clause 25.2(d) (Other indemnities), prepay any Loan in
whole or in part (but, if in part, in a minimum Original Sterling Amount of £5,000,000 and an integral multiple of £1,000,000.)

7.5   Additional right of prepayment and cancellation



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7.6   Mitigation

If, in respect of any Bank, circumstances arise which would, or would on the giving of notice, result in:



then,
without in any way limiting, reducing or otherwise qualifying the obligations of any Obligor under this Agreement and without prejudice to the terms of those Clauses, that Bank shall, in
consultation with, and at the reasonable expense of, the Company through the Agent and to the extent that it can do so lawfully, take such reasonable steps as may be open to it to mitigate or remove
such circumstances, including (without limitation) the transfer of its rights and obligations under this Agreement to another branch or an Affiliate or another bank or financial institution nominated
by the Company, unless to do so might (in the reasonable opinion of the Bank) be prejudicial to it.

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7.7   Miscellaneous provisions



8.     INTEREST PERIODS

8.1   SelectionRevolving Credit Loans



8.2   SelectionTerm Loans



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8.3   Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period shall instead end on the next Business Day in that calendar
month (if there is one) or the preceding Business Day (if there is not).

8.4   Coincidence with repayment dates

If an Interest Period for a Loan would otherwise overrun the Final Maturity Date it will be shortened so that it ends on the Final Maturity Date.

8.5   Other adjustments

The Agent (after consultation with the Banks) and the Company may enter into such other arrangements as they may agree for the adjustment of Interest Periods and
the consolidation and/or splitting of Loans.

8.6   Notification

The Agent shall notify the relevant Borrower and the Banks of the duration of each Interest Period promptly after ascertaining its duration.

9.     INTEREST

9.1   Interest rate

The rate of interest on each Loan for each of its Interest Periods is the rate per annum determined by the Agent to be the aggregate of the applicable:



9.2   Due dates

Except as otherwise provided in this Agreement, accrued interest on each Loan is payable by the relevant Borrower on the last day of each Interest Period for that
Loan and also, if the Interest Period is longer than six months, on the dates falling at six monthly intervals after the first day of that Interest Period.

9.3   Default interest



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After
the expiry of the first Designated Interest Period for that overdue amount, the rate on the overdue amount will be calculated in accordance with
sub-paragraph (a) above.



9.4   Notification of rates of interest

The Agent shall promptly notify each relevant Party of the determination of a rate of interest under this Agreement.

9.5   Adjustment of the Margin





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| | Column 1                                                   |  | Column 2                     
| | ---------------------------------------------------------- |  | -----------------------------
| | Ratio of Consolidated Net Debt to Consolidated EBITDA      |  | Applicable Margin (per annum)
| | Greater than or equal to 1.75 to 1                         |  | 2.00 per cent.               
| | Less than 1.75 to 1 but greater than or equal to 1.25 to 1 |  | 1.75 per cent.               
| | Less than 1.25 to 1 but greater than or equal to 1 to 1    |  | 1.50 per cent.               
| | Less than 1 to 1                                           |  | 1.30 per cent.               





10.   OPTIONAL CURRENCIES

10.1 Selection



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10.2 Revocation of currency

If, before 9.30 a.m. on any Rate Fixing Day for a Loan denominated in an Optional Currency (other than U.S. Dollars or euros), the Agent receives notice
from a Bank that:



10.3 Term Loanscontinuing in Optional Currency



10.4 Conditions precedent

The obligation of each Bank under this Clause to make any payment increasing the amount of a Term Loan in an Optional Currency is subject to the condition
precedent that on the date of the relevant payment under paragraph (d) of Clause 10.3 (Term Loanscontinuing in Optional Currency):



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11.   AMOUNT OF OPTIONAL CURRENCIES

If a Loan is to be drawn down in an Optional Currency, the Original Sterling Amount of each Bank's participation in that Loan will be determined by converting
into Sterling the Bank's participation in that Loan on the basis of the applicable Agent's Spot Rate of Exchange 3 Business Days before its Drawdown Date. The Agent shall notify each Bank and each
Borrower of the Original Sterling Amount of each Loan denominated in an Optional Currency and the applicable Agent's Spot Rate of Exchange promptly after they are ascertained.

12.   PAYMENTS

12.1 Place

All payments by an Obligor or a Bank under the Finance Documents shall be made to the Agent to its account at such office or bank:





12.2 Funds

Payments under the Finance Documents to the Agent shall be made for value on the due date in such funds as the Agent may specify to the Party concerned as being
customary at the time for the settlement of transactions in the relevant currency in the place for payment.

12.3 Distribution





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12.4 Currency



12.5 Set-off and counterclaim

All payments made by an Obligor under the Finance Documents shall be made without set-off or counterclaim.

12.6 Non-Business Days



12.7 Partial payments



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13.   TAXES

13.1 Gross-up

All payments by an Obligor under the Finance Documents shall be made without any deduction and free and clear of and without any deduction for or on account of
any Taxes, except to the extent that the Obligor is required by law to make payment subject to any Taxes. If any Tax, or amounts in respect of Tax, must be deducted from any amounts payable or paid by
an Obligor, or paid or payable by the Agent to a Bank, under the Finance Documents, the Obligor shall pay such additional amounts as may be necessary to ensure that the relevant Bank receives a net
amount equal to the full amount which it would have received had payment not been made subject to Tax. Notwithstanding the foregoing, no Obligor shall be required to pay additional amounts under this
Clause 13.1 in respect of such Taxes to the extent they are net income taxes or branch taxes or franchise taxes imposed in lieu of net income taxes on any Finance Party.

13.2 Tax receipts

All Taxes required by law to be deducted by an Obligor from any amounts paid or payable under the Finance Documents shall be paid by the relevant Obligor when due
and the Obligor shall, as soon as practicable, deliver to the Agent for the relevant Bank appropriate evidence that the payment has been duly remitted to the appropriate authority.

13.3 Qualifying Banks



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13.4 U.S. Taxes







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13.5 Other tax forms

Without prejudice to Clause 13.3 (Qualifying Banks) or 13.4 (U.S. Taxes) each Finance Party shall co-operate with the relevant Obligor and the
Agent in respect of any application to the relevant revenue authorities by the completion and execution (as soon as reasonably practicable following a request from the Obligor or the Agent) of such
certificates, claim forms or other documentation as:



13.6 Reimbursement of Tax Credits





14.   MARKET DISRUPTION

14.1 Absence of quotations

If LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply an offered rate by 11.30 a.m. on the relevant Rate
Fixing Day, the applicable LIBOR shall, subject to Clause 14.2 (Market disruption), be determined on the basis of the quotations of the remaining Reference Banks.

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14.2 Market disruption

If:



the
Agent shall promptly notify the relevant Borrower and the Banks of the fact and that this Clause 14 is in operation.

14.3 Alternative basis

If a notification under Clause 14.2 (Market disruption) applies:



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15.   INCREASED COSTS

15.1 Increased costs



15.2 Exceptions

Clause 15 (Increased Costs) does not apply to any increased cost:



15.3 Regulation D Costs

Each U.S. Borrower shall, within 5 Business Days of demand by any Bank (through the Agent), pay to that Bank the amount of any Regulation D Costs actually
incurred by that Bank in respect of its participation in any Loan made by it to that U.S. Borrower.

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16.   ILLEGALITY

If it is or becomes unlawful in any jurisdiction for a Bank to give effect to any of its obligations as contemplated by this Agreement or to fund or maintain its
participation in any Loan, then:



17.   GUARANTEE

17.1 Guarantee

Each Guarantor irrevocably and unconditionally:



17.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of all sums payable by the Borrowers under the Finance Documents, regardless of
any intermediate payment or discharge in whole or in part.

17.3 Reinstatement



17.4 Waiver of defences

The obligations of each Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing which, but for this provision, would
reduce, release or prejudice any of its obligations

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under
this Clause 17 or prejudice or diminish those obligations in whole or in part, including (whether or not known to it or any Finance Party):



17.5 Immediate recourse



17.6 Appropriations

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full, each
Finance Party (or any trustee or agent on its behalf) may:



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17.7 Non-competition

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full, no
Guarantor shall, after a claim has been made or by virtue of any payment or performance by it under this Clause 17:



unless
the Agent otherwise directs. Each Guarantor shall hold in trust for and forthwith pay or transfer to the Agent for the Finance Parties any payment or distribution or benefit of security
received by it contrary to this Clause 17.7 or as directed by the Agent.

17.8 U.S. Guarantors



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17.9 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other security now or subsequently held by any Finance Party.

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18.   REPRESENTATIONS AND WARRANTIES

18.1 Representations and warranties

Each Obligor makes the representations and warranties set out in this Clause 18 to each Finance Party. The representations and warranties to be made by the
Company will be made in respect of itself and, where applicable, any other member of the Group. The representations and warranties to be given by each other Obligor will be made in respect of itself
only.

18.2 Status

It is a limited liability company, duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, where relevant under those
laws, in good standing and has the power to own its assets and carry on its business as it is being conducted.

18.3 Powers and authority

It has the corporate power to enter into and perform its obligations under the Finance Documents to which it is a party and has taken all necessary corporate
action to authorise the entry into and performance of its obligations under those Finance Documents.

18.4 Legal validity

Subject to any qualifications as to matters of law set out in the legal opinion delivered under Schedule 2 in respect of that Obligor, this Agreement
constitutes, and each other Finance Document to which it is a party (when executed in accordance with the terms of this Agreement) will constitute, its legal, valid, binding and enforceable
obligation.

18.5 Non-conflict

The entry into and performance of each Finance Document does not and will not conflict with:



18.6 Authorisations

All authorisations required by it in connection with the entry into, performance, validity and enforceability of each Finance Document to which it is a party and
the transactions contemplated by each such Finance Document have been obtained or effected and are in (or will at the relevant time be) full force and effect.

18.7 Pari passu

Its obligations under the Finance Documents do and will rank at leastpari passuwith all of its other unsecured
and unsubordinated obligations other than those obligations which are mandatorily preferred by law and not by reason of contract.

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18.8 Accounts



18.9 Litigation

Except as disclosed to the Agent prior to the date of this Agreement, no litigation, arbitration or administrative proceedings has been commenced or, to its
knowledge, is threatened or pending against any member of the Group which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

18.10 No default

No Event of Default or (unless this representation is being repeated or deemed to be repeated on the date of a Request or a Drawdown Date in respect of a Rollover
Loan) Potential Event of Default has occurred and is continuing which has not been waived.

18.11 Information



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18.12 ERISA



18.13 Investment Company Act

In the case of the Company, each U.S. Borrower and each U.S. Material Subsidiary, neither it nor any of its Subsidiaries is an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment Company Act of 1940 of the United States of America.

18.14 Public Utility Holding Company Act

It is not a holding company, an affiliate of a holding company or a subsidiary company of a holding company, or subject to regulation, under the United States
Public Utility Holding Company Act of 1935. In this Clauseholding company,affiliateand subsidiary companyhave the meanings given to them in the United States Public Utility Holding Company Act of 1935.

18.15 Use of Proceeds

In the case of the Company, each U.S. Borrower and each U.S. Material Subsidiary, neither it nor any of its Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of the Loans will
be used to buy or carry any Margin Stock in violation of Regulation U or X of the Board of Governors of the Federal Reserve System. For purposes of this Clause,Margin
Stockmeans "margin stock" within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be modified and
supplemented and in effect from time to time. No Obligor may use any part of any Loan to acquire any security in a transaction that is subject to Section 13 or 14 of the United States
Securities Exchange Act of 1934.

18.16 Environmental matters



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18.17 Anti-Terrorism Law

To the best of its knowledge, neither the Company nor any member of the Group:



18.18 Times for making representations and warranties

The representations and warranties set out in this Clause 18 (Representations and Warranties):



19.   UNDERTAKINGS

19.1 Duration

The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is or may be outstanding under this Agreement
or any Commitment is in force.

19.2 Financial information



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19.3 Form of accounts

If, at any time, the Company changes or proposes to change the accounting policies upon which any of the information provided pursuant Clause 19.2
(a)(i)(A), (ii) and (iv) (Financial information) is prepared, then:



19.4 Informationmiscellaneous



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19.5 Notification of Default

The Company shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

19.6 Authorisations



19.7 Pari passu ranking

Each Obligor undertakes that its obligations under the Finance Documents shall rank at leastpari passuwith all
of its other present and future unsecured and unsubordinated obligations other than those obligations which are mandatorily preferred by law and not by reason of contract.

19.8 Preferred Indebtedness

The Company shall procure that:



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19.9 Disposals



19.10 Financial covenants



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19.11 Mergers and Acquisitions



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19.12 Change of business

The Company shall procure that, except as disclosed to the Arrangers prior to the date of this Agreement and in the Information Package (as referred to in
Clause 18.11(a) (Information)), no substantial change is made to the nature of the Group's business from that carried on as at the date of the disclosure.

19.13 Environmental Laws

The Company shall, and the Company shall procure that each member of the Group will, comply with and carry out its business in accordance with all Environmental
Laws necessary for the conduct of its business where any failure to comply or carry out its business in accordance with that Environmental Law might have a Material Adverse Effect.

19.14 Compliance with laws

The Company shall, and the Company shall procure that each member of the Group will, comply with and carry out its business in accordance with all laws necessary
for the conduct of its business where any failure to comply or carry out its business in accordance with that law might have a Material Adverse Effect.

19.15 Insurance

Each Obligor shall, and the Company shall procure that each of its Subsidiaries will, insure and keep insured its assets with underwriters or insurance companies
in accordance with sound business practice and as companies engaged in a similar business in its jurisdiction would normally insure.

19.16 ERISA



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19.17 Material Subsidiaries



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19.18 Guarantors

The Company shall at all times own, directly or indirectly, at least 90 per cent. of the share capital and all other equity interests of each Guarantor.

19.19 Dividends



19.20 Negative Pledge



19.21 Equal Treatment



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19.22 Anti-Terrorism Law

Neither the Company nor any member of the Group shall knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of
evading or avoiding, or attempts to violate any of the prohibitions set forth in any Anti-Terrorism Law.

20.   DEFAULT

20.1 Events of Default

Each of the events set out in this Clause 20 is an Event of Default (whether or not caused by any reason whatsoever outside the control of any Obligor or
any other person).

20.2 Non-payment

An Obligor does not pay on the due date any amount payable by it under the Finance Documents at the place at and in the currency in which it is expressed to be
payable and (if caused solely by technical or administrative error) the non-payment continues unremedied for 3 Business Days after notice of non-payment is received from the
Agent.

20.3 Breach of other obligations



20.4 Misrepresentation

A representation or warranty made or repeated in any Finance Document or in any document delivered by or on behalf of any Obligor under or in connection with any
Finance Document is incorrect in any material respect when made or deemed to be made or repeated by reference to the facts and circumstances then subsisting.

20.5 Cross-default



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unless,
in any such case or cases the aggregate amount of all such Financial Indebtedness is less than the threshold amount (or its equivalent in other currencies). For the purposes of this
Clause 20.5threshold amountmeans the lesser of £10,000,000 or US$15,000,000.

20.6 Insolvency



20.7 Insolvency proceedings

Except as required for a Permitted Reorganisation:



20.8 Appointment of receivers and managers



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20.9 Creditors' process

Any attachment, sequestration, distress or execution affects any assets of an Obligor or a Material Subsidiary having an aggregate value of £1,000,000
(or its equivalent in other currencies) and is not discharged within 30 days.

20.10 U.S. Obligor or U.S. Material Subsidiary insolvency events of default



20.11 Analogous proceedings

There occurs, in relation to an Obligor or a Material Subsidiary, any event anywhere which, in the opinion of the Majority Banks, appears to correspond with any
of those mentioned in Clauses 20.6 (Insolvency) to 20.10 (U.S. Obligor or U.S. Material Subsidiary insolvency events of default) (inclusive).

20.12 Unlawfulness

It is or becomes unlawful for any Obligor to perform any of its obligations under the Finance Documents.

20.13 Cessation of business

Any Obligor or Material Subsidiary ceases to carry on business unless the business is transferred to any other member of the Group.

20.14 Effectiveness of guarantee

The guarantee of a Guarantor is ineffective or is alleged by any Obligor to be ineffective, for any reason.

20.15 Material adverse change

Any event or series of events occurs which, in the reasonable opinion of the Majority Banks, has or is reasonably likely to have a Material Adverse Effect.

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20.16 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Banks, by notice to the
Company:



21.   THE AGENT AND THE ARRANGERS

21.1 Appointment and duties of the Agent



21.2 Role of the Arrangers

Except as specifically provided in the Finance Documents, no Arranger has any obligations of any kind to any other Party under or in connection with any Finance
Document.

21.3 Relationship

The relationship between the Agent and the other Finance Parties is that of agent and principal only. Except as contemplated by the Finance Documents, nothing in
this Agreement constitutes the Agent as trustee or fiduciary for any other Party or any other person and the Agent need not hold in trust any moneys paid to it for a Party or be liable to account for
interest on those moneys.

21.4 Majority Banks' instructions



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21.5 Delegation

The Agent may act under the Finance Documents through its personnel and agents.

21.6 Responsibility for documentation

Neither the Agent nor any Arranger is responsible to any other Party for:



21.7 Default



21.8 Exoneration



21.9 Reliance

The Agent may:



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21.10 Credit approval and appraisal

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Bank confirms
that it:



21.11 Information



21.12 The Agent and the Arrangers individually



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21.13 Indemnities



21.14 Compliance



21.15 Resignation of the Agent



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21.16 Banks



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22.   FEES

22.1 Front-end fee

Subject to Clause 22.7 (Joint and several liability), the Borrowers shall pay to the Agent a front-end fee in the amount and on the date agreed
in the Fee Letter between the Company and the Agent.

22.2 Agent's fee

Subject to Clause 22.7 (Joint and several liability), the Borrowers shall pay to the Agent for its own account an agency fee in the amount and on the dates
agreed in the Fee Letter between the Agent and the Company.

22.3 Commitment fee



22.4 Extension fee

If the Company exercises the extension option in accordance with Clause 2.4 (Extension of Final Maturity Date), then it must pay an extension fee in the
amount identified in the relevant Extension Request.

22.5 Term-Out fee

If the Company exercises the term-out option in accordance with Clause 2.5 (Term-out Option), then it must pay to the Agent for
each Bank a fee in the amount of
0.50 per cent. flat of the aggregate amount of the Facility converted to a term facility and specified in the Term-out Notice.

22.6 VAT

Any fee referred to in this Clause 22 is exclusive of any value added tax or any other tax which might be chargeable in connection with that fee. If any
value added tax or other tax is so chargeable, it shall be paid by the Borrowers at the same time as it pays the relevant fee.

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22.7 Joint and several liability



23.   EXPENSES

23.1 Initial and special costs

The Company shall within 5 Business Days of demand pay the Arrangers the amount of all reasonable costs and expenses (including legal fees and any applicable
value added tax) incurred by them in connection with:



23.2 Enforcement costs

The Company shall forthwith on demand pay to each Finance Party the amount of all costs and expenses (including legal fees and any applicable value added tax)
incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

24.   STAMP DUTIES

The Company shall pay and within 5 Business Days of demand indemnify each Finance Party against any liability it incurs in respect of any stamp, registration and
similar tax which is or becomes payable in connection with the entry into, performance or enforcement of any Finance Document (other than the entry into of a Novation Certificate), including any
liability which results from any failure to pay or any delay in paying such tax.

25.   INDEMNITIES

25.1 Currency indemnity



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25.2 Other indemnities

The Company shall indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of:



The
Company's liability in each case includes any loss (other than loss of margin) or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under
any Finance Document, any amount repaid or prepaid or any Loan.

26.   EVIDENCE AND CALCULATIONS

26.1 Accounts

Accounts maintained by a Finance Party in connection with this Agreement are prima facie evidence of the matters to which they relate.

26.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under the Finance Documents is prima facie evidence of the matters to which it relates.

26.3 Calculations

Interest and the fee payable under Clause 22.3 (Commitment fee) accrue from day to day and are calculated on the basis of the actual number of days elapsed
and a year of 365 days, or, in the case of interest payable on an amount denominated in an Optional Currency or unless market practice otherwise dictates, 360 days.

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27.   AMENDMENTS AND WAIVERS

27.1 Procedure



27.2 Change of currency

Notwithstanding Clause 27.1 (Procedure) if a change in any currency of a country occurs, this Agreement will be amended to the extent the Agent determines
is necessary to reflect the change in currency and to put each Finance Party in the same position, so far as possible, that it would have been in if no change in currency had occurred.

27.3 Exceptions



may
not be effected without the agreement of all the Banks.



27.4 Waivers and remedies cumulative

The rights of each Party under the Finance Documents:



Delay
in exercising or non-exercise of any such right is not a waiver of that right.

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28.   CHANGES TO THE PARTIES

28.1 Transfers by Obligors



28.2 Transfers by Banks



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67

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28.3 Procedure for novations



all
on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate.

28.4 Increased costs or changes to the Facility Office

If:



then,
notwithstanding the provisions of Clause 13 (Taxes), 15 (Increased costs) or 16 (Illegality), the relevant New Bank or Bank acting through its new Facility Office is only entitled to
receive payment under those Clauses from an Obligor in respect of those circumstances to the same extent as the relevant Existing Bank or Bank acting through its previous Facility Office would have
been if the assignment, transfer, novation or change had not occurred.

28.5 Additional Borrowers



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28.6 Additional Guarantors



28.7 Removal of Obligors



that
Obligor shall cease to be an Obligor.

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28.8 Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Bank, the Bank of which it is an Affiliate) ceases to be a Bank, the Agent shall (in consultation with the
Company) appoint another Bank or an Affiliate of a Bank to replace that Reference Bank.

28.9 Register

The Agent shall keep a register of all the Parties and shall supply any other Party (at that Party's expense) with a copy of the register on request.

29.   DISCLOSURE OF INFORMATION





30.   SET-OFF

A Finance Party may set off any matured obligation owed by an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against
any obligation (whether or not matured) owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in
different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. If either obligation is
unliquidated or unascertained, the Finance Party may set off in an amount estimated by it in good faith to be the amount of that obligation. Any right to set off under this paragraph is not intended
to constitute a Security Interest.

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31.   PRO RATA SHARING

31.1 Redistribution

If any amount owing by an Obligor under this Agreement to a Finance Party (therecovering Finance Party) is
discharged by payment, set-off or any other manner other than through the Agent in accordance with Clause 12 (Payments) (arecovery),
then:



31.2 Reversal of redistribution

If under Clause 31.1 (Redistribution):



each
Finance Party shall, within 3 Business Days of demand by the recovering Finance Party through the Agent, reimburse the recovering Finance Party all or the appropriate portion of the
redistribution paid to that Finance Party together with interest on the amount to be returned to the recovering Finance Party for the period whilst it held the redistribution. Thereupon, the
subrogation in Clause 31.1(e) (Redistribution) will operate in reverse to the extent of the reimbursement.

31.3 Exceptions



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32.   SEVERABILITY

If a provision of any Finance Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:



33.   COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy
of the Finance Document.

34.   NOTICES

34.1 Giving of notices

All notices or other communications under or in connection with this Agreement shall be given in writing and, unless otherwise stated, may be made by letter or
facsimile. Any such notice will be deemed to be given as follows:



However,
a notice given in accordance with the above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the
next working day in that place. Any notice to the Agent by facsimile must be confirmed in writing, but failure to so confirm in writing will not prejudice the validity of the notice by facsimile.

34.2 Addresses for notices



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35.   LANGUAGE



36.   JURISDICTION

36.1 Submission

For the benefit of each Finance Party, each Obligor agrees that the courts of England have jurisdiction to settle any disputes in connection with any Finance
Document and accordingly submits to the jurisdiction of the English courts.

36.2 Service of process



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36.3 Forum convenience and enforcement abroad

Each Obligor:



36.4 Non-exclusivity

Nothing in this Clause 36 limits the right of a Finance Party to bring proceedings against an Obligor in connection with any Finance Document:



37.   GOVERNING LAW

This Agreement is governed by English law.

38.   WAIVER OF JURY TRIAL

THE OBLIGORS AND THE FINANCE PARTIES WAIVE ANY RIGHTS THEY MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED ON OR ARISING FROM ANY FINANCE DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED BY THE FINANCE DOCUMENTS. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

This
Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1    ORIGINAL PARTIES

|Banks                           |                   | Commitments
£
|------------------------------- | ----------------- | -------------
|Commerzbank AG, London Branch   |                   | £6,000,000   
|                                |                   |              
|Lloyds TSB Bank plc             |                   | £6,000,000   
|                                |                   |              
|HSBC Bank plc                   |                   | £6,000,000   
|                                |                   |              
|The Royal Bank of Scotland plc  |                   | £6,000,000   
|                                |                   |              
|Bank One NA London              |                   | £4,000,000   
|                                |                   |              
|Svenska Handelsbanken AB (publ) |                   | £2,000,000   
|                                |                   |              
|                                | Total Commitments |              

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SCHEDULE 2    CONDITIONS PRECEDENT DOCUMENTS    PART 1    TO BE DELIVERED PRIOR TO DELIVERY OF FIRST REQUEST

Company

Each Initial Guarantor

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Other documents and evidence

PART 2    TO BE DELIVERED BY AN ADDITIONAL BORROWER

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PART 3    TO BE DELIVERED BY AN ADDITIONAL GUARANTOR

78

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SCHEDULE 3    CALCULATION OF THE MANDATORY COST





| | AB + C(B-D) + E × 0.01% per annum |  | = Mandatory Cost
| | --------------------------------- |  | ----------------
| | 100-(A + C)                       |  |                 
| |                                   |  |                 
| | in relation to any other Loan:    |  |                 
| |                                   |  |                 
| | E × 0.01% per annum               |  | = Mandatory Cost
| | 300                               |  |                 



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| |     |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | --- |  | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| | (d) |  | (i)  | Each Reference Bank must supply to the Agent the rate of charge payable by that Reference Bank to the Financial Services Authority under the fees rules (calculated by that Reference Bank as being the average of the rates of
charge applicable to that Reference Bank but, for this purpose, applying any applicable discount and ignoring any minimum fee required under the fees rules) and expressed in pounds per £1 million of the tariff base of that Reference
Bank.
| |     |  | (ii) | Each Reference Bank must promptly notify the Agent of any change to the rate of charge.                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) |  | (i)  | Each Bank and each Reference Bank must supply to the Agent the information required by it to make a calculation of the rate for that Bank or Reference Bank. The Agent may assume that this information is correct in all respects.                                                                                                                                                                                                                                           



3.     For a Bank lending from a Facility Office in a Participating Member State



4.     Changes



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SCHEDULE 4    FORM OF NOTICES    PART 1    FORM OF REQUEST    (BY LETTER OR BY FAX)

To: HSBC Bank plc as Agent

From:
[BORROWER]

Date:
[                        ]

SPIRENT plc£30,000,000  Credit Agreement dated [            ], 2004

By:

---

[BORROWER]

---

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PART 2    FORM OF SELECTION NOTICE    (BY LETTER OR BY FAX)

To: HSBC Bank plc as Agent

From:
[BORROWER]

Date:
[                        ]

SPIRENT plc£30,000,000  Credit Agreement dated [            ], 2004

By:

---

[BORROWER]

---

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SCHEDULE 5    FORMS OF ACCESSION DOCUMENTS    PART 1    NOVATION CERTIFICATE

To: HSBC Bank plc as Agent`

From:
[THE EXISTING BANK] and [THE NEW BANK]                Date:
[                        ]

SPIRENT plc£30,000,000  Credit Agreement dated [            ], 2004

We refer to Clause 28.3 (Procedure for novations).

THE SCHEDULE    Commitments/rights and obligations to be novated

[insert
relevant details].

|                         |  |                     
|------------------------ |  | --------------------
|[Existing Bank]          |  | [New Bank]          
|                         |  |                     
|By:                      |  | By:                 
|                         |  |                     
|Date:                    |  | Date:               
|                         |  |                     
|[New Bank]               |  |                     
|                         |  |                     
|[Facility Office         |  | Address for notices]
|                         |  |                     
|HSBC Investment Bank plc |  |                     
|                         |  |                     

84

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|      |  | 
|----- |  | 
|By:   |  | 
|      |  | 
|Date: |  | 

85

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PART 2    BORROWER ACCESSION AGREEMENT

To:
HSBC Bank plc as Agent

From:
[PROPOSED BORROWER] and SPIRENT plc

Date:
[                        ]

SPIRENT plc£30,000,000  Credit Agreement dated [            ], 2004 (the Credit Agreement)

We
refer to Clause 28.5 (Additional Borrowers).

We,
[name of proposed borrower] of [Registered Office] (Registered no. [                        ]), agree to become an Additional
Borrower and to be bound by the terms of the Credit Agreement as an Additional Borrower in accordance with Clause 28.5 (Additional Borrowers).

Our
address for notices for the purposes of Clause 34.2 (Addresses for notices) is:

[                                         
                                          
                                          
                                      ]

We,
[name of proposed borrower] and Spirent plc, confirm that the representations and warranties set out in Clause 18 (Representations and warranties) deemed to be made
on the date of this Agreement are correct on the date of this Agreement.

This
Agreement is governed by English law.

By:

[PROPOSED
BORROWER]

Authorised
Signatory

By:

| |  | 
| |  | 
| |  | 

SPIRENT plc

86

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PART 3    GUARANTOR ACCESSION AGREEMENT

To:
HSBC Bank plc as Agent

From:
[PROPOSED GUARANTOR] and SPIRENT plc

Date:
[                        ]

SPIRENT plc£30,000,000  Credit Agreement dated [            ], 2004 (the Credit Agreement)

We
refer to Clause 28.6 (Additional Guarantors) of the Credit Agreement.

We,
[name of proposed guarantor] of [Registered Office] (Registered no. [                        ]), agree to become a Guarantor and
to
be bound by the terms of the Credit Agreement as a Guarantor in accordance with Clause 28.6 (Additional Guarantors).

Our
address for notices for the purposes of Clause 34.2 (Addresses for notices) of the Credit Agreement is:

[                                         
                                          
                                ]

We,
[name of proposed guarantor] and Spirent plc, confirm that the representations and warranties set out in Clause 18 (Representations and warranties) of the Credit
Agreement deemed to be made on the date of this Agreement are correct on the date of this Agreement.

This
Agreement is entered into as a deed and is governed by English law.

[APPLICABLE
EXECUTION CLAUSE FOR ADDITIONAL GUARANTOR FOR SIGNING DEEDS]

By:

| |  | 
| |  | 
| |  | 

SPIRENT plc

87

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SCHEDULE 6    FORM OF COMPLIANCE CERTIFICATE

To: HSBC Bank plc as Agent

From:
Spirent plc

Date:
[                        ]

SPIRENT plc£30,000,000 Credit Agreement dated [            ], 2004 (the Credit
Agreement)

This
is a Compliance Certificate.

We
confirm that:



By:

| |  | 
| |  | 
| |  | 

SPIRENT plc

88

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SCHEDULE 7    FORM OF MARGIN CERTIFICATE

To:
HSBC Bank plc as Agent

From:
Spirent plc

Date:
[                        ]

SPIRENT plc£30,000,000  Credit Agreement dated [    ], 2004 (the Credit Agreement)

This
is a Margin Certificate.

We
confirm that as at [                        ], Consolidated Net Debt was £
[                        ] and Consolidated EBITDA was
£[                        ] and therefore the ratio of Consolidated Net Debt to Consolidated EBITDA was
[                        ] to 1. Accordingly the
applicable Margin is, in accordance with Clause 9.5 (Adjustment of the Margin), [            ] per cent. per annum.

By:

| |  | 
| |  | 
| |  | 

SPIRENT plc

89

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SCHEDULE 8    EXISTING PREFERRED INDEBTEDNESS    SUMMARY OF PREFERRED INDEBTEDNESS AND SECURITY INTERESTS  AS AT 31st DECEMBER, 2002

|                                        |  | TOTAL O/DRAFT
FACILITIES
AVAILABLE |  | TOTAL LOAN
FACILITIES
AVAILABLE |  | OVERDRAFT BALANCE
AS AT
31-Dec-02 |  | LOAN BALANCE
AS AT
31-Dec-02 |  | TOTAL O'STDING
31-Dec-02
|--------------------------------------- |  | ---------------------------------- |  | ------------------------------- |  | --------------------------------- |  | ---------------------------- |  | ------------------------
|
|SECURED                                 |  | 2,154                              |  | 4,357                           |  | 492                               |  | 4,357                        |  | 4,849                   
|UNSECURED                               |  | 7,640                              |  | 330,361                         |  | 88                                |  | 232,131                      |  | 232,219                 
|FINANCE LEASES                          |  | 9,479                              |  | 9,479                           |  |                                   |  |                              |  |                         
|                                        |  |                                    |  |                                 |  |                                   |  |                              |  |                         
|TOTAL                                   |  | 9,794                              |  | 334,718                         |  | 580                               |  | 245,967                      |  | 246,547                 
|                                        |  |                                    |  |                                 |  |                                   |  |                              |  |                         
|UNSECURED SPIRENT PLC INDEBTEDNESS      |  | 6,131                              |  | 329,860                         |  | 88                                |  | 231,630                      |  | 231,718                 
|TOTAL SUBSIDIARY FINANCIAL INDEBTEDNESS |  | 3,663                              |  | 4,858                           |  | 492                               |  | 14,337                       |  | £14,829                 

90

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SCHEDULE 9    SUBSIDIARIES    PART 1    MATERIAL SUBSIDIARIES

Spirent
Communications of Rockville, Inc.
Spirent Communications Inc.
HellermannTyton GmbH
PG International Plc
HellermannTyton Corporation
HellermannTyton Data Ltd.
Hellerman Tyton SA
PG Drives Technology Inc.
Spirent Communications of Ottawa Ltd.
HellermannTyton Canada Incorporated
Spirent Communications Limited
Spirent Communications (Scotland) Limited
Spirent Holdings Corporation
Spirent International Inc.
Spirent Plc

91

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PART 2    INITIAL GUARANTORS

Spirent
Communications of Rockville, Inc.
Spirent Communications Inc.
Spirent Communications of Ottawa Ltd.
HellermannTyton Corporation
HellermannTyton Canada Incorporated
PG Drives Technology Inc.
PG International plc
HellermannTyton Data Ltd.
Spirent Communications (Scotland) Limited
Spirent Communications (SW) Limited
Spirent Communications Limited
Spirent Holdings Corporation
Spirent International Inc.
Spirent Financing Corporation
Netcom Systems Holding Corporation
Spirent Overseas Limited
Reorg Co I, Inc.
Reorg Co II, Inc

92

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SIGNATORIES

Company

SPIRENT plc

By:

Arrangers

HSBC BANK plc

By:

LLOYDS
TSB BANK plc

By:

COMMERZBANK
AG

By:

THE
ROYAL BANK OF SCOTLAND plc

By:

Banks

COMMERZBANK AG, London Branch

By:

LLOYDS
TSB BANK plc

By:

HSBC
BANK plc

By:

THE
ROYAL BANK OF SCOTLAND plc

By:

BANK
ONE NA London

By:

SVENSKA
HANDELSBANKEN AB (publ)

By:

Agent

HSBC BANK plc

By:

93

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