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Exhibit 4.13    
    


 
 

SHARE SALE AND PURCHASE AGREEMENT    
    


dated
as of 11 March, 2003 


by
and between 


Spirent B.V., a limited company organized under the laws of the Netherlands, with registered offices at Blaak 16, 6th floor
3011 TA Rotterdam 


(hereinafter
referred to as the "Seller") 


—on
the one hand— 


and



Hohorst Familien Holding (Schweiz) Beteiligungs GmbH, a private limited company under the laws of Germany, registered in the commercial register of the
local court of Minden, Germany, under the registration number 2914, with its headquarters at Hansastrasse 27, 32423 Minden, Germany 


(hereinafter
referred to as the "Purchaser 1") 


and 


Hohorst Familien Holding (Minden) Beteiligungs GmbH, a private limited company under the laws of Germany, registered in the commercial register of the
local court of Minden, Germany, under the registration number HRB 2913, with its headquarters at Hansastrasse 27, 32423 Minden, Germany 


(hereinafter
referred to as the "Purchaser 2") 


—on
the other hand— 


for
the sale and purchase of 306 registered shares of Wago Contact SA, 1564 Domdidier, Switzerland (hereinafter referred to as the "Company"). 


WHEREAS:  


	A.
	Wago
Contact SA is a company limited by shares under the laws of Switzerland, with registered headquarters at route de l'Arbogne, 1564 Domdidier, Switzerland.



	B.
	The
Company has a share capital of CHF 600,000.—(six hundred thousand Swiss Francs), which is fully paid in and is divided into 600 registered shares with a
nominal value of CHF 1,000.—(one thousand Swiss Francs) each.



	C.
	Seller
is a member of the Spirent group of companies (the "Spirent Group") which is owned by Spirent plc, a UK listed company with registered offices at Spirent House, Crawley
Business Quarter, Fleming Way, Crawley, West Sussex RH10 2QL, UK ("Spirent").



	D.
	Seller
owns 306 fully paid-in registered shares with a nominal value of CHF 1,000.—(one thousand Swiss Francs) each in Waco Contacts SA,
302 shares are directly held by Seller and 4 shares are held on behalf of Seller by the Trustee Shareholders.



	E.
	Seller
intends to sell all of its 306 shares in the Company to the Purchasers and Purchasers intend to buy all of Seller's 306 shares in the Company, i.e.
Purchaser 1 intends to purchase 12 shares and Purchaser 2 intends to purchase 294 shares in the Company from Seller. 





 

NOW, THEREFORE, Seller and Purchasers (the "Parties") agree as follows: 


1.     DEFINITIONS  



As
used in this Agreement in capitalized form, the following terms shall have the following meaning: 


Affiliate shall mean a person or a business entity (such as, but not limited to, a subsidiary company, a general or limited partnership, a corporation,
a business trust, a limited liability company, a trust, an unincorporated organization doing business, a joint venture or any other entity doing business) under the control of a Party to this
Agreement. 


Agreement shall mean this Agreement including all of its Exhibits. 


Business Day shall mean any day on which banks are open for the transaction of normal commercial business in Zurich. 


CHF shall mean Swiss Francs, being the lawful currency of Switzerland. 


Closing Date shall have the meaning set forth in Section 3.1 hereinafter. 



Company shall mean Wago Contact SA, Domdidier, Switzerland. 


Exhibits shall be the exhibits attached to this Agreement. 


Memorandum and Articles of Association shall mean the memorandum and articles of association ("Status de Wago
Contact SA") of Wago Contact SA, Domdidier, Switzerland, valid as at the date hereof. 


Notary shall refer to Dr. Ulrich Hartmann, notary public in Minden, Germany, or such other notary the Parties may mutually agree on. 



Party or Parties shall mean Seller and/or Purchasers, as the case may be. 


Purchase Price shall have the meaning set forth in Section 2.2 hereinbelow. 


Purchasers shall collectively refer to Purchaser 1 and Purchaser 2. 


Section(s) shall mean all the section(s) of this Agreement.


Shares shall refer to the 306 (three hundred and six) registered shares with a nominal value of CHF 1,000.—(one thousand Swiss
Francs) each in Wago Contact SA which are owned or beneficially owned by Seller and sold under this Agreement, as set out in Exhibit 1.1. 


Share Certificates shall mean the share certificates representing the Shares of the Company held of record or beneficially owned by Seller sold under
this Agreement as set out in Exhibits 1.2–1.6. 


Spirent shall mean Spirent plc, a UK listed company with registered offices at Spirent House, Crawley Business Quarter, Fleming Way, Crawley,
West Sussex RH10 2QL, UK. 


Spirent GmbH shall mean a German private limited company with headquarters at Grosser Moorweg 45, 25436 Tornesch, Germany ("Spirent
GmbH"). 


Spirent Group shall mean a group of companies which is owned by Spirent plc. 


Trustee Shareholders shall mean Mr. Nicholas Brookes, Mr. Jürg Sauder, Mr. Philippe Virdis and Mr. Paul
Klaus, each of whom holds one Share on a fiduciary basis for the Seller. 



2





 




WAGO Germany Agreement shall mean an agreement between Spirent GmbH, on the one hand, and Hohorst Familien Holding (Minden) Beteiligungs GmbH and
Hohorst Familien Holding (Schweiz) Beteiligungs GmbH, on the other hand, regarding the sale and transfer of the shares held by Spirent GmbH in WAGO Kontakttechnik GmbH. 




2.     SALE AND PURCHASE OF SHARES  


	2.1
	Sale
and Purchase



	2.1.1
	For
valuable consideration and subject to the terms and conditions hereinafter set forth, at the Closing, Seller agrees to sell and transfer to Purchasers and Purchasers agree to
purchase from Seller the Shares, free and clear of all encumbrances, together with the right to receive all undistributed dividends in respect of previous business years and the current business year,
as follows:



	—
	Seller
agrees to sell to Purchaser 1 and Purchaser 1 agrees to purchase from Seller 12 (twelve) Shares in Wago Contact SA; and



	—
	Seller
agrees to sell to Purchaser 2 and Purchaser 2 agrees to purchase from Seller 294 (two hundred and ninety-four) Shares in Wago Contact
SA.






	2.2
	Purchase
Price



	2.2.1
	Purchasers
will pay the Purchase Price to Seller pursuant to the terms and conditions mentioned hereinafter.



	2.2.2
	The
total aggregate Purchase Price for the sale and purchase of the Shares shall be CHF 7,415,000.00 (seven million and four hundred
and fifteen thousand Swiss Francs).



	2.2.3
	Payment
of the Purchase Price shall be effected by the Purchasers, as joint and several debtors, to the Seller in immediately available funds in Swiss Francs by wire transfer to the
bank account mentioned below (the "Bank Account"): 




	Account no.:	 	57844446
	Type of Account:	 	Swiss Fran Account
	Bank (the "Bank"):	 	HSBC International Division
	Sort Code:	 	40-05-15
	SWIFT Code:	 	MID LGB 22
	Beneficiary:	 	Spirent plc.






not
later than 4 (four) Business Days after receipt of the confirmation by the Notary that the Conditions Precedent as per Section 4.1.3–4.1.10 have been fulfilled; and the Parties
hereby instruct the Notary promptly (unverzüglich) to confirm to the Parties the fulfillment of such Conditions Precedent. Such
confirmation shall be binding upon them. 


Seller
shall instruct the Bank to promptly notify Purchasers and the Notary of the irrevocable receipt of the payment of the Purchase Price. Upon receipt of such notification the Notary shall promptly
confirm to the Parties that the Purchase Price has been paid to Seller. 



	2.3
	Transfer
of Shares



	2.3.1
	Subject
to the fulfillment of all Conditions Precedent, Seller shall transfer, assign and deliver the Shares by surrendering and endorsing all the Share Certificates to Purchaser 2
and Purchaser 2 shall accept all the Share Certificates for itself and on behalf of Purchaser 1. The allocation of 12 Shares to Purchaser 1 and the allocation of 294 Shares to Purchaser 2 shall be the
sole responsibility of the Purchasers. 


3





 
	2.3.2
	The
Shares shall be transferred to Purchasers free and clear of any and all liens, pledges, encumbrances, charges, options, security interests or any other restrictions. 



3.     CLOSING AND CLOSING MATTERS  


	3.1
	Date
and Place



	3.1.1
	The
Closing shall take place latest three (3) Business Days after receipt of the Notary's confirmation as per Section 2.2.3, last paragraph; the exact date and time to
be fixed by the Notary, or such other date and time as Seller and Purchasers may mutually agree (the "Closing Date").



	3.1.2
	The
Closing shall take place at the offices of the Notary at Hahler Strasse 16, 32427 Minden, Germany, or at such other location as the Parties hereto may mutually agree.



	3.2
	Exchanges
at Closing



	3.2.1
	At
the Closing Purchasers shall hand over to the Notary



	—
	a
duly executed certified copy of the minutes of the extraordinary shareholders meeting of the Company in which full and unconditional release is granted to
Mr. Nicholas Brookes as member of the board of directors of the Company pursuant to Art. 698 of the Swiss Code of Obligations (Section 4.1.2 hereinafter);



	—
	the
original and a certified copy of the application to the competent register of commerce for the deletion of the entries regarding Mr. Nicholas Brookes as member of
the board of directors of the Company in the register of commerce, prepared and duly executed by the Company (Section 4.1.2 hereinafter).






	3.2.2
	Thereafter,
at the Closing the Notary shall hand over the following documents to the Parties in the following order:



	(i)
	to
the Seller the document handed over to the Notary as per Section 3.2.1, first bullet point, and the certified copy handed over to the Notary as per
Section 3.2.1, second bullet point.



	(ii)
	to
Purchaser 2



	—
	the
Share Certificates as per Section 4.1.10 hereinafter;



	—
	the
Resignation Letter as per Section 4.1.4 hereinafter;



	—
	the
Guarantee as per Section 4.1.5 hereinafter;



	—
	the
Legal Opinion as per Section 4.1.8 hereinafter and



	—
	the
confirmation as per Section 4.1.9 hereinafter.









	3.2.3
	After
hand-over of the documents as per Section 3.2.2 the Notary shall promptly confirm in writing to the Parties that the Shares were transferred.



	3.2.4
	The
Notary shall promptly deliver the original of the document handed over to him as per Section 3.2.1, second bullet point, to the competent register of commerce.



	3.3
	Benefits
and Risks



	3.3.1
	Subject
to the Closing, benefits and risks with respect to the Shares shall pass to Purchasers as of the Closing Date. 


4





 

4.     CONDITIONS PRECEDENT  


	4.1
	The
hand-over of the Share Certificates by the Notary to Purchasers at the Closing is subject to the prior fulfillment of the following Conditions Precedent ("Conditions
Precedent"):



	4.1.1
	Purchasers
shall pay the Purchase Price into the Bank Account as set out in Section 2.2.3 hereinabove;



	4.1.2
	Purchasers
shall deliver to the Notary the following documents as set forth in Section 3.2.1 hereinabove:



	—
	a
duly executed certified copy of the minutes of the extraordinary shareholders meeting of the Company in which full and unconditional release is granted to
Mr. Nicholas Brookes as member of the board of directors of the Company for the entire period of their board membership pursuant to Art. 698 of the Swiss Code of Obligations;



	—
	the
original and a certified copy of the application to the competent register of commerce for the deletion of the entries regarding Mr. Nicholas Brookes as member of
the board of directors of the Company in the register of commerce, prepared and duly executed by the Company.






	4.1.3
	The
majority of the shareholders of Spirent shall have approved the transaction contemplated under this Agreement in accordance with all legal and regulatory requirements, and a
copy of the respective shareholders' resolution, certified as a true copy by the company secretary of Spirent, shall have been received by the Notary.



	4.1.4
	Seller
shall deliver to the Notary a written resignation letter by Mr. Nicholas Brookes according to which he resigns as a member of the board of the Company with effect as
of the Closing Date (the "Resignation Letter").



	4.1.5
	Seller
shall deliver to the Notary a guarantee payable on first demand (Bürgschaft auf erstes Anfordern) issued by
Spirent for all claims that Purchasers may have against Seller under this Agreement, substantially in the form of the draft set out in Exhibit 4.1.5 (the
"Guarantee").



	4.1.6
	The
Trustee Shareholders shall transfer the 4 (four) Shares held by them on a fiduciary basis for Seller to Seller.



	4.1.7
	Spirent
GmbH on the one hand and Hohorst Familien Holding (Minden) Beteiligungs GmbH and Hohorst Familien Holding (Schweiz) Beteiligungs GmbH on the other hand shall sign the WAGO
Germany Agreement before the Notary and the conditions precedent of the WAGO Germany Agreement shall have been fulfilled, except for section 2.1 (a) and (e) of such agreement.



	4.1.8
	A
Dutch law firm shall give a legal opinion ("Legal Opinion") in the form of the draft set out in Exhibit 4.1.8 stating that (i) the
Seller has the corporate power and authority to enter into this Agreement, (ii) no ultra vires is committed by entering into this Agreement and (iii) under the assumption that this
Agreement is valid under Swiss law, this Agreement, insofar it contains obligations of the Seller, constitutes a legally valid and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms, and a copy of such legal opinion has been received by the Notary.



	4.1.9
	Spirent
shall issue a certificate in the form of the draft set out in Exhibit 4.1.9 confirming that (i) it has received the approval from
its banks and from the majority of Spirent's shareholders regarding the sale and transfer of the Shares and (ii) besides such approvals as per Section 4.1.9 (i) above no further
requirements have to be fulfilled by Spirent in connection with the sale and transfer of the Shares, and a copy of such confirmation has been received by the Notary. 


5





 
	4.1.10
	Seller
has delivered the Notary, for transfer, assignment and delivery of the Shares to Purchasers, the Share Certificates properly endorsed for transfer to Purchasers at the
Closing as per Section 2.3.1 and 3.2.2.



	4.2
	Seller
and Purchasers undertake to use all reasonable endeavors to ensure that all Conditions Precedent shall be fully satisfied at the earliest possible date. 



5.     REPRESENTATIONS, WARRANTIES AND COVENANTS  


	5.1
	Representations
and Warranties of Seller



	5.1.1
	Seller
hereby represents and warrants to Purchasers that, as of the date hereof, the statements in the following paragraphs of this Section 5.1 are all true and correct (the
"Representations and Warranties of Seller").



	5.1.2
	Seller
is not unable to pay its debts and is not over-indebted.



	5.1.3
	Seller
owns and holds good and valid title to the Shares being sold hereunder by Seller (save the Shares held by the Trustee Shareholders), free and clear of any liens, pledges,
security interests, restrictions, options or other encumbrances and no lien or other pledge will be created until the Closing Date.



	5.1.4
	There
are no restrictions on the ability of Seller to sell and transfer the Shares (save the Shares held by the Trustee Shareholders) to Purchasers other than as stated in the
Memorandum and Articles of Association of the Company and subject to the prior consent of Spirent's shareholders (Section 4.1.3 hereinabove).



	5.1.5
	Seller
has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement subject to having obtained all necessary regulatory
approvals and consents required under the laws of Switzerland, the United Kingdom and the Netherlands (Section 4.1.9 hereinabove) and subject to the prior consent of Spirent's shareholders
(Section 4.1.3 hereinabove). The execution, delivery and performance of this Agreement have been duly and validly approved and authorized by Seller and all necessary corporate action has been
taken for such execution, delivery and performance, save the consent of Spirent's shareholders as per sentence 1.



	5.1.6
	With
respect to the Shares held by the Trustee Shareholders the representation and warranties as per Section 5.1.3 and 5.1.4 are given as of the Closing Date.



	5.2
	No
Further Representations and Warranties of Seller



	5.2.1
	Except
as expressly stated in Section 5.1 hereinabove, Seller does not make any representations and does not give any warranties in respect of the Shares, the Company, or the
Company's business and assets, and any other representations and warranties of Seller are herewith explicitly excluded. In particular, Seller does not make any representations and does not give any
warranties nor shall it have any liability for any representations and warranties regarding the legal, financial, fiscal, trading or other condition of the Company.



	5.2.2
	Purchasers
expressly confirm that they are not relying on any such representations and warranties other than those mentioned in Section 5.1 hereinabove, and, their legal
representative, Mr. Wolfgang Hohorst, having been the chief executive officer and a major shareholder in the Company, is intimately familiar with the Company, its business, assets and condition
(financial or other), and therefore does not require any such other representations and warranties. 


6







  


	5.3
	Representations,
Warranties and Covenants of Purchasers



	5.3.1
	Purchasers
hereby represent and warrant to Seller that, as of the date hereof, the statements in the following paragraphs of this Section 5.3 are all true and correct.



	5.3.2
	Purchasers
warrant that (save the Trustee Shareholders and the shareholders holding shares on a fiduciary basis for Purchaser 1) Purchaser 1 is the only
co-shareholder of Seller in the Company.



	5.3.3
	Purchasers
have the right, power, legal capacity and authority to enter into and perform their respective obligations under this Agreement. The execution, delivery and performance
of this Agreement have been duly and validly approved and authorized by Purchasers and all necessary corporate action has been taken for such execution, delivery and performance.



	5.3.4
	No
filing, authorization or approval, governmental or otherwise, is necessary to enable Purchasers to enter into, and to perform their obligations under this Agreement.



	5.3.5
	Purchasers
have, and will have on the due date of the Purchase Price as per Section 2.2.3, the funds at their disposal necessary to pay the Purchase Price and to consummate
the transactions contemplated by this Agreement.



	5.3.6
	Purchasers,
being joint and several debtors, undertake that Spirent, the Seller and any of their Affilliates and officers, including but not limited to Mr. Nicholas Brookes,
(the "Indemnified Parties") shall be fully and unconditionally released from any liabilities, guarantees or similar undertakings—if any—given by them in respect of the Company
and/or its Affiliates and/or any former or existing shareholder of the Company other than the Seller, and/or from any duties and liabilities in the performance of their duties as members or former
members of the board of directors of the Company (the "Potential Liabilities"). If there is any undertaking as per sentence 1 Purchasers shall provide the Seller with such release at the earliest
possible date. If a claim should be raised against any of the Indemnified Parties in respect of any Potential Liabilities, Purchasers, being joint and several debtors, shall fully indemnify such
Indemnified Party against, and hold it harmless from, any such claim. The foregoing shall not apply to the guarantee as per Section 4.1.5. 




6.     REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES OF SELLER  


	6.1
	Compensation
for Lack of Value



	6.1.1
	Should
any of the Representations and Warranties of Seller turn out to be incorrect, Seller, having given such incorrect Representation and Warranty, shall compensate Purchasers, in
proportion to each Purchaser's shareholding in the Company, for the difference, if any, between the actual value of the Shares and the value of the Shares as it would have been if the respective
Representation and Warranty had not been incorrect.



	6.1.2
	Purchasers'
aggregate claims for breach of any Warranty or Representation or any other obligation or provisions contained in this Agreement shall be limited to an aggregate amount
equal to the Purchase Price. 


7





 
	6.2
	Other
Remedies



	6.2.1
	All
other rights, remedies and claims of Purchasers of any kind in connection with this Agreement, whether based on law, contract, tort or other legal concepts, including, but not
limited to, any rights and claims relating to curing performance (Erfüllung), rescission (Wandelung,
Rücktritt), refusal to perform contractual obligations (Verweigerung der Erfüllung von
Vertragspflichten), specific performance for delivery of a defect-free purchase object (Lieferung einer sach- und
rechtsmangelfreien Sache), reduction of the purchase price (Minderung), damages
(Schadenersatz), compensation for useless damages, breach of pre-contractual duties (culpa in
contrahendo), voidance (Anfechtung), or the like, are expressly excluded. This and the limitation as per Section 6.1.2
hereinabove shall not apply to claims based on actions by Seller taken with malicious intent (vorsätzlich).



	6.3
	Period
for Asserting Remedies



	6.3.1
	The
rights set out in Section 6.1 and any remedies available to the Purchasers pursuant to the last sentence of Section 6.2.1 may be asserted by Purchasers until 31
December 2007 (the "the Asserting Period"). A right or remedy shall be validly asserted provided written notice thereof has been given by the respective Purchaser to Seller (i) within
fifteen (15) Business Days of such respective Purchaser having obtained knowledge of a misrepresentation or breach of Warranty or Representation and (ii) before expiry of the Asserting
Period. Rights and remedies so asserted shall become time-barred three (3) months after notice was given as aforesaid unless the respective Purchaser has instituted arbitration
proceedings as per Section 11.2 hereinbelow or agreement in respect thereof has been achieved among the Seller and the respective Purchaser during such three (3) months. 



7.     COSTS AND EXPENSES, TAXES  


	7.1
	Costs
and Expenses



	7.1.1
	Each
Party shall bear its own costs and expenses, including fees and costs of its own legal and other advisors, incurred in connection with the negotiation, preparation, execution
and completion of this Agreement and the transaction contemplated hereunder.



	7.2
	Taxes
and Notary's Charges



	7.2.1
	All
taxes, notary's and court charges, if any, payable in connection with the execution of this Agreement and the transactions contemplated herein shall be borne by Purchasers
severally and jointly. 



8.     TERMINATION OF AGREEMENT, CUT-OFF DATE  


	8.1
	This
Agreement may be terminated at any time by mutual written consent of the Parties hereto.



	8.2
	Unless
otherwise specifically provided herein or agreed by the Parties hereto, Seller, on the one hand, and Purchasers acting jointly, on the other hand, shall have the right to
terminate this Agreement with immediate effect by giving written notice to the respective other Party or Parties, as the case may be, notifying the Notary of such termination, if the Conditions
Precedent set forth in Section 4 hereof have not been fully satisfied or waived by 15 May 2003. The Notary shall promptly after notification of such termination to him return the
documents, which he has received from the Parties as per Section 4.1, to the Party from which he has received the respective document. 


8





 
	8.3
	If
the Conditions Precedent as per Section 4 hereinabove cannot be satisfied as a result of the failure of a Party or Parties, as the case may be, to perform its/their
obligations hereunder, the other Party or Parties, as the case may be, shall be entitled to compensation for damages incurred or losses suffered as a result of such failure. 



9.     NON-SOLICITATION  


        The Parties hereby agree that for a period of three years following the Closing Date or one year following termination of the trading relationship between WAGO
Kontakttechnik GmbH on the one hand and Spirent and certain of its affiliates as per Exhibit 9 on the other hand—whatever occurs later—they
shall not, and shall cause their affiliates not to 



	(a)
	solicit,
entice, persuade or induce any of the employees to terminate his or her employment with the respective other Party, its affiliates, its parent company or its parent company's
affiliates;



	(b)
	solicit
the employment of any such individual;



	(c)
	approach
any such individual for any of the foregoing purposes; or



	(d)
	assist
in taking such actions by any third party; 



in
each case without prior written consent of the respective other Party or its affiliate being the employer of such individual; provided, however, that this Section shall not prohibit soliciting the
employment of any such individual who has been terminated by the respective other Party, its affiliates, its parent company or its parent company's affiliates; and provided, further, that the
placement of advertisements in newspapers or journals of general circulation not directed or targeted at any such individuals shall not constitute solicitation for purposes of this Section. 




10.   GENERAL PROVISIONS  


	10.1
	Effect
on Third Parties



	10.1.1
	No
person other than the Parties hereto shall have any rights or benefits under this Agreement, and nothing in this Agreement is intended to confer on any person other than the
Parties hereto any rights, benefits or remedies.



	10.2
	Entire
Agreement



	10.2.1
	This
Agreement, including the Exhibits referred to herein, constitutes the entire agreement and understanding between the Parties with respect to the
subject matter hereof, and shall supersede all prior oral and written agreements or understandings of the Parties relating hereto. This Agreement, including the Exhibits
referred to herein, shall be binding on all successors and assignees of the Parties hereto. All references to this Agreement shall be deemed to include the Exhibits hereto.



	10.3
	Severability



	10.3.1
	Should
any part or provision of this Agreement be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of this Agreement. In this
case, the Parties undertake to replace any invalid provisions by such provisions as shall come as close as possible to their commercial intentions in a legally valid and enforceable manner, and shall
execute all agreements and documents required in this connection. The same shall also apply if a provision has been omitted in the Agreement. 


9





 
	10.4
	Confidentiality



	10.4.1
	The
Parties undertake to keep this Agreement and all information obtained in the course of any negotiations and discussions prior to or after the execution of this Agreement in
strict confidence, also after the Closing Date, and shall only make public announcements as to this Agreement and its contents upon prior mutual written agreement. In particular, the Parties shall in
all respects keep confidential and not at any time disclose to anyone or use for their own or any other person's benefit or to the detriment of the other Party or Parties, as the case may be, any
confidential information, in each case unless:



	(a)
	a
Party is required to do so by a competent court or an administrative authority or under compulsory law;



	(b)
	a
Party is required to do so under banking covenants or applicable stock exchange regulations;



	(c)
	such
information is already in the public domain by reason other than a breach of this confidentiality undertaking.






	10.4.2
	The
contents of such disclosure will be communicated to the other Party or Parties, as the case may be, prior to the disclosure.



	10.4.3
	Notwithstanding
the above, the Parties may disclose such information to their professional advisors, banks or other financiers that is necessary (i) for the execution and
completion of the Agreement and the transaction contemplated hereby or (ii) for the purpose of any discussions with their banks or other financiers or (iii) as the Parties' professional
advisors, banks or other financiers may advise; each upon the understanding that suitable confidentiality obligations have been put in place prior to any such disclosure taking place.



	10.5
	Amendments
and Waivers



	10.5.1
	No
amendment to this Agreement shall be of any effect unless it is in writing and signed by or on behalf of the Parties hereto, subject to any requirement for notarization. This
shall also apply to the amendment of the present Section.



	10.5.2
	Any
provision which confers a right to a Party which is contained in this Agreement may only be waived by a document signed by the Party waiving such provision.



	10.6
	Headings



	10.6.1
	The
headings in this Agreement are inserted for convenience only and shall not affect the interpretation thereof.



	10.7
	Gender,
Numbers



	10.7.1
	Throughout
this Agreement, where such meaning would be appropriate, the masculine gender shall be deemed to include the feminine and the neuter, and the singular shall be deemed to
include the plural, and vice versa.



	10.8
	No
Assignment



	10.8.1
	The
Parties shall not assign any rights or obligations under this Agreement to an Affiliate or any third party without the prior written consent of Seller (if the assignment is
proposed to be undertaken by any of the Purchasers) or Purchasers (if the assignment is proposed to be undertaken by Seller). The foregoing prohibition does not apply to the assignment of rights of
Purchasers to Dresdner Bank AG, Bielefeld. Seller hereby explicitly and irrevocably consents to such transfer. 


10





 
	10.9
	Powers
of Attorney



	10.9.1
	The
persons executing this Agreement are duly authorized to do so. Both Seller and Purchasers represent that each has taken all actions required by law or otherwise to properly and
legally execute and carry out the terms of this Agreement.



	10.10
	Notices



	10.10.1
	Any
notices provided or required to be given under the terms of this Agreement shall be given in writing and shall be effective immediately when provided by facsimile transmission
or personal delivery, or five (5) days after having been sent by internationally recognized courier, and addressed as follows: 






	 
	 
	 
	 

	 	(a)	If to Seller:	Spirent B.V.,

attn. Mr. George Frederik Nicolai

Blaak 16, 6th Floor

3011 TA

Rotterdam

Telefax: 0031 1 04 300 904
	

 	

 	

With copy to:	

Spirent plc

Spirent House, Crawley Business Quarter

Fleming Way

Crawley

West Sussex RH10 2QL

United Kingdom

Attn. General Counsel

Telefax: 0044 1293 767677
	

 	

(b)	

If to Purchaser 1:	

Hohorst Familien Holding (Schweiz) Beteiligungs GmbH

Attn. Mr. Wolfgang Hohorst

Schilfgrund 13

32429 Minden, Germany

Telefax: 0049 – 571 – 38 56 941
	

 	

(c)	

If to Purchaser 2:	

Hohorst Familien Holding (Minden) Beteiligungs GmbH

Attn. Mr. Wolfgang Hohorst

Schilfgrund 13

32429 Minden, Germany

Telefax: 0049 – 571 – 38 56 941





11.   GOVERNING LAW AND ARBITRATION  


	11.1
	Governing
Law



	11.1.1
	This
Agreement, with the exception of the guarantee as per Section 4.1.5 issued by Spirent which shall be governed by German law, shall be governed by and construed in
accordance with the laws of Switzerland, in particular the Swiss Code of Obligations.



	11.2
	Arbitration



	11.2.1
	Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination, interpretation, performance or validity
thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules in effect on the date hereof. The decision of the arbitrator(s) shall be final, and the parties waive all
challenge of the award in accordance with art. 192 of the Federal Private International Law Statute.


11





 
	11.2.2
	The Arbitration proceedings shall be conducted in the English and German languages. The arbitration tribunal shall be composed of three
(3) arbitrators. The place of arbitration shall be Zurich, Switzerland. 



IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in one original as of the date and year first above written. 



	 
	 	 

	Spirent B.V.

By:	 	 
	

	
 	

 
	Dr. Björn-Axel Dißars, acting pursuant to the power of attorney attached to this Agreement
	

Hohorst Familien Holding (Schweiz) Beteiligungs GmbH
	

	
 	


	Wolfgang Hohorst	 	Sven-Michael Hohorst
	

Hohorst Familien Holding (Minden) Beteiligungs GmbH
	

	
 	


	Wolfgang Hohorst	 	Sven-Michael Hohorst
	

Dr. Ulrich Hartmann, notary, who accepts the instructions given to him in this Agreement
	

	
 	

 




12






  



 
 

Exhibit 1.1    
    


 
 

List of Shares    
    


	—
	share
certificate no. 4 (1 share)



	—
	share
certificate no. 5 (1 share)



	—
	share
certificate no. 6 (1 share)



	—
	share
certificate no. 10 (1 share)



	—
	share
certificate no. 12 (302 share) 


13





 
 
 

Exhibit 1.2 – 1.6    
    


 
 

Copies of the Share Certificates    
    


14





 
 
 

Exhibit 4.1.5    
    


 
 

Guarantee on first demand by Spirent plc.    
    


[Letterhead
of Spirent plc.] 


 
 

Guarantee    
    


Spirent
BV, a limited company under the laws of the Netherlands with registered offices at Blaak 16, 6th floor, 3011, TA Rotterdam (the "Seller"); 


and



Hohorst
Familien Holding (Schweiz) Beteiligungs GmbH, a private limited company under the laws of Germany, registered in the commercial register of the local court in Minden under the registration
number HRB 2914 and with its headquarters at Hansastrasse 27, 32423 Minden (the "Purchaser 1"); 


and



Hohorst
Familien Holding (Minden) Beteiligungs GmbH, a private limited company under the laws of Germany, registered in the commercial register of the local court in Minden under the registration
number HRB 2913 and with its headquarters at Hansastrasse 27, 32423 Minden (the "Purchaser 2"). 


(Purchaser
1 and Purchaser 2 jointly the "Purchasers"). 


have
entered into an agreement for the sale and transfer of shares in WAGO Contact SA (the "Agreement"). 


We,
Spirent plc, hereby give a guarantee ("Bürgschaft") to the Purchasers, being joint and several creditors, for all claims for payment
that the Purchasers may have against the Seller under the Agreement. 


This
guarantee is limited to an amount of CHF 7,415,000,000. 


This
guarantee is payable on the Purchasers' first written demand specifying the amount and legal cause of the Purchasers' claim against the Seller and stating that the Seller has failed to comply
with its payment obligation in respect thereof. 


This
guarantee shall expire when this document is returned to us by or with the consent of the Purchasers or on 31 December 2007, whichever occurs earlier, unless a demand for payment
hereunder, complying with the provisions of the preceding paragraph, has been received by us on or before that date. 


This
document shall be returned to us immediately upon expiry of our guarantee. 


Any
rights or obligation arising out of this guarantee may only be transferred to a third party with our prior written consent; Section 354a German Commercial Code remains unaffected. We hereby
explicitly and irrevocably agree to the assignment of rights to Dresdner Bank AG, Bielefeld. 


This
guarantee shall be subject to German law. Any disputes arising out of or in connection with this guarantee shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules in
effect on the date hereof. The appointing authority shall be the President of the Hamburg Court of Appeals (Präsident des Oberlandesgerichts in
Hamburg). The number of arbitrators shall be three. The place of arbitration shall be Hamburg. The language that may be used in the arbitral proceedings shall be German or
English. 


15





 



In
the event that any provision of this guarantee should be ineffective, this shall not affect the validity of the remainder hereof. 


This
guarantee is subject to and shall be governed in accordance with German law. 



	 
	 	 

	[...], [...]	 	 
	

 	
 	


	 	 	Spirent plc.
	 	 	by:




16





 
 
 

Exhibit 4.1.8    
    


 
 

Form of a Legal Opinion    
    


17





 
 
 

Exhibit 4.1.9    
    


 
 

Confirmation of Spirent    
    


18





 
 
 

Exhibit 9    
    


 
 

List of Affiliates    
    


	1.
	HellermannTyton
pty Limited



	2.
	HellermannTyton Ltda



	3.
	HellermannTyton
AB



	4.
	HellermannTyton
AS 


19









QuickLinks



Exhibit 4.13


SHARE SALE AND PURCHASE AGREEMENT


Exhibit 1.1

List of Shares

Exhibit 1.2 – 1.6

Copies of the Share Certificates

Exhibit 4.1.5

Guarantee on first demand by Spirent plc.

Guarantee

Exhibit 4.1.8

Form of a Legal Opinion

Exhibit 4.1.9

Confirmation of Spirent

Exhibit 9

List of Affiliates