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                                                                      EXHIBIT 2




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                          AGREEMENT AND PLAN OF MERGER

                                      among

                                  BELDEN INC.,

                       ASHES MERGER CORP., a wholly-owned
                            subsidiary of Belden Inc.

                         CABLE SYSTEMS HOLDING COMPANY,

                           CABLE SYSTEMS HOLDING, LLC,

                         CITICORP VENTURE CAPITAL, LTD.
                                       and
                            THE OTHER ULTIMATE OWNERS


                            Dated as of May 21, 1999

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                          AGREEMENT AND PLAN OF MERGER


     This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 21,
1999, is among Belden Inc. ("Belden"), a Delaware corporation, Ashes Merger
Corp., a Delaware corporation and a wholly-owned subsidiary of Belden ("Merger
Sub"), Cable Systems Holding Company ("Holding Company"), a Delaware
corporation, Cable Systems Holding, LLC ("CSH"), a Delaware limited liability
company, and each of the Ultimate Owners (as defined below), including without
limitation Citicorp Venture Capital, Ltd. ("CVC"), a New York corporation. CSH
and the Ultimate Owners who are Shareholders (as defined below) own all of the
outstanding capital stock of Holding Company, and Holding Company is the sole
shareholder of Cable Systems International Inc. ("CSI"). CVC owns a majority of
the common units of CSH. (Belden, Merger Sub, CSH, Holding Company, CVC and the
other Ultimate Owners are sometimes individually referred to as a "Party" and
collectively as the "Parties.")

                                    RECITALS

     WHEREAS, the Board of Directors of each of Belden, Merger Sub and Holding
Company has approved, and deems it advisable and in the best interests of its
respective shareholders to consummate, the acquisition of Holding Company by
Belden upon the terms and subject to the conditions set forth herein; and

     WHEREAS, the respective Boards of Directors of Belden, Merger Sub and
Holding Company have determined the Merger in the manner contemplated herein to
be desirable and in the best interests of their respective shareholders;

     NOW THEREFORE, in consideration of their respective covenants and
agreements, the Parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

"Additional Option/Warrant Shares" means shares of the common stock of Holding
Company that are issued as a result of the exercise between the date hereof and
the Effective Time of Options or Warrants which are outstanding on the date
hereof.

"Affiliate" means any Person that directly or indirectly controls, is controlled
by or is under common control with the named party.

"Agreement" has the meaning assigned in the opening paragraph hereof.


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"AT&T Contracts" has the meaning assigned in Section 4.13(c).

"Base Amount" means the Equity Payment plus the aggregate exercise price for all
unissued shares of Holding Company common stock subject to Options or Warrants
outstanding immediately prior to the Effective Time.

"Belden Disclosure Schedule" has the meaning assigned in the opening paragraph
of Article V.

"Belden Material Adverse Effect" means any material adverse effect on (i) the
financial condition, cash flows or operations of Belden, or (ii) the ability of
Belden to consummate the transactions contemplated hereby, other than any such
material adverse effect which relates to or results from (a) public or industry
knowledge regarding the transactions contemplated by this Agreement, or (b)
past, existing or prospective economic, regulatory or other conditions generally
affecting the industries in which Belden operates.

"Cash Amount" means the amount of CSI's and Holding Company's cash and cash
equivalents as of the close of business on the business day before Closing
(including such cash and cash equivalents held pursuant to the Cable Systems
Holding Company Benefits Protection Trust Agreement), less (a) the Exercised
Option/Warrant Amount, less (b) the amount (if any) by which the CSI Group
Receipts exceed the CSI Group Advances, plus (c) the amount (if any) by which
the CSI Group Advances exceed the CSI Group Receipts.

"Closing" has the meaning assigned in Section 2.3.

"Closing Certificate" has meaning assigned in 8.2(c).

"Closing Date" has the meaning assigned in Section 2.3.

"Code" means the Internal Revenue Code of 1986, as amended.

"Consent" has the meaning assigned in Section 4.5.

"CSH" has the meaning assigned in the opening paragraph hereof.

"CSI" has the meaning assigned in the opening paragraph hereof.

"CSI Credit Agreement" means that certain Credit Agreement dated as of October
4, 1996 providing for a $170,000,000 credit facility, by and among CSI as
borrower, Holding Company as Parent Guarantor, Merrill Lynch & Co. as Arranger
and Syndication Agent, NationsBank of Texas, N.A. as Administrative Agent and
the other Lenders named therein, as amended from



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time to time.

"CSI Credit Agreement Liens" means the Security Interests arising in connection
with the CSI Credit Agreement or the security agreements, mortgages or deeds of
trust related thereto.

"CSI Credit Agreement Releases" means duly executed instruments of release,
discharge and termination, including without limitation UCC-3 termination
statements, which are sufficient to release, discharge and terminate all CSI
Credit Agreement Liens in full.

"CSI Disclosure Schedule" has the meaning assigned in the opening paragraph of
Article IV.

"CSI Group Advances" means the aggregate amount of cash advances, payments or
remittances (other than as payment for products purchased in the Ordinary Course
of Business) from Holding Company, CSI or any CSI Subsidiary to LoDan, gComData
or any Minor Subsidiary made after March 28, 1999 and on or before the close of
business on the business day before Closing.

"CSI Group Receipts" means the aggregate amount of cash advances, payments or
remittances (other than as payment for products purchased in the Ordinary Course
of Business) to Holding Company, CSI or any CSI Subsidiary from LoDan, gComData
or any Minor Subsidiary made after March 28, 1999 and on or before the close of
business on the business day before Closing.

"CSI's Knowledge" means (i) the actual knowledge of the officers of Holding
Company and CSI after reasonable inquiry of the employees of Holding Company and
CSI with responsibility for the subject matter as set forth in Schedule 1
hereto, and (ii) the actual knowledge of Richard Cashin, Jr. and David Howe of
CVC.

"CSI Material Adverse Effect" means any material adverse effect on (i) the
financial condition, cash flows or operations of Holding Company, CSI and the
CSI Subsidiaries, taken as a whole, or (ii) the ability of CSH, Holding Company,
CVC or the other Ultimate Owners to consummate the transactions contemplated
hereby, other than any such material adverse effect which relates to or results
from (a) public or industry knowledge regarding the transactions contemplated by
this Agreement, or (b) past, existing or prospective economic, regulatory or
other conditions generally affecting the industries in which CSI and the CSI
Subsidiaries operate.

"CVC" has the meaning assigned in the opening paragraph hereof.

"CVC Group" means the following Ultimate Owners: CVC, Richard M. Cashin, Jr.,
William T. Comfort, David F. Thomas, David Y. Howe, Douglas W. Lehrman and A.
Jody Gessow.

"CVC Group Representative" has the meaning assigned in Section 11.12.


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"D&O Policy Amount" means the amount paid or payable by Holding Company, CSI or
any CSI Subsidiary on or before the Closing Date to obtain an "extended
reporting period" rider/policy with respect to any "D&O" insurance of Holding
Company, CSI or any CSI Subsidiary in existence on the Closing Date.

"DGCL" means the General Corporation Law of the State of Delaware, as amended.

"Effective Time" has the meaning assigned in Section 2.2.

"Environmental Laws" means any federal, state or local law, regulation, rule,
standard, order or decree relating to protection of health, safety or the
environment and applicable to the business or activities of Holding Company, CSI
or any CSI Subsidiary or conditions resulting therefrom, including without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, 42 U.S.C. ss.ss.9601 et seq. ("CERCLA"), the Solid
Waste Disposal Act, as amended, 42 U.S.C. ss.ss.7401 et seq., the Toxic
Substances Control Act, 15 U.S.C. ss.ss.2601 et seq., and the Water Pollution
Control Act, as amended, 33 U.S. C. ss.ss. 1251 et seq., each as in effect on
the Closing Date.

"Equity Payment" means sixty million dollars ($60,000,000), less (a) the Overage
Amount, less (b) the Redemption Amount, less (c) the D&O Policy Amount, less (d)
the amount (if any) by which the CSI Group Advances exceed the CSI Group
Receipts, plus (e) the amount (if any) by which the CSI Group Receipts exceed
the CSI Group Advances, plus (f) the JSD/Preferred Underpayment Amount, plus (g)
the Exercised Option/Warrant Amount.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Escrow Agreement" has the meaning assigned in Section 3.2.

"Escrow Amount" means two million five hundred thousand dollars ($2,500,000).

"Escrow Agent"  means a financial institution agreed to by Belden and CVC.

"Exercised Option/Warrant Amount" means the amount paid to Holding Company as
the exercise price of Options or Warrants which are exercised after the date
hereof and prior to Closing.

"Fully Diluted Shares" means the total number of Shares outstanding immediately
prior to the Effective Time, plus the number of shares of Holding Company common
stock issuable upon exercise of all Options and Warrants outstanding immediately
prior to the Effective Time.

"Funded Debt" means for any Person, without duplication, any indebtedness for
borrowed money for which such Person is liable as borrower, guarantor, obligor
or otherwise. For the avoidance

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of doubt, "Funded Debt" shall not include accounts payable and other accrued
liabilities arising from the purchase of property or services in the Ordinary
Course of Business, or capital lease obligations.

"gComData" the business of CSI involving a cable and wire installation business
(whether or not a separate legal entity), whose primary asset consists of an
office lease in New York and installation contracts.

"General Cap" has the meaning assigned in Section 10.5(b).

"Holding Class A Common Stock" and "Holding Class B Common Stock" have the
meanings assigned in Section 4.6(c).

"Holding Company" has the meaning assigned in the opening paragraph hereof.

"Holding Preferred Shares" means the issued and outstanding shares of preferred
stock of Holding Company.

"Intellectual Property" means (i) patents, patent applications, inventions
(whether or not patentable and whether or not reduced to practice), invention
disclosures, and improvements thereto, (ii) trademarks, service marks, trade
dress, logos, trade names and corporate names and registrations and applications
for registration thereof, (iii) copyrights and registrations and applications
for registration thereof, (iv) mask works and registrations and applications for
registration thereof, (v) computer software (other than standard commercially
available programs) and related data and documentation, (vi) trade secrets and
confidential information and (vii) copies and tangible embodiments of any of the
foregoing (in whatever form or medium).

"Intercompany Advances" means cash advances, payments or remittances (other than
as payment for products purchased in the Ordinary Course of Business) from or to
Holding Company, CSI or any CSI Subsidiary, on the one hand, and to or from
LoDan, gComData or any Minor Subsidiary, on the other hand.

"IPC" means IPC Information Systems Inc., a Delaware corporation.

"JSD" means the junior subordinated debt of Holding Company owed to the Persons
(who are included among the Ultimate Owners) set forth on Schedule 3 hereto.

"JSD/Preferred Repayment Amount" means the total payments to be made by Belden
pursuant to clauses (ii) and (iii) of Section 3.4 (including all principal and
accrued interest and accumulated dividends).

"JSD/Preferred Underpayment Amount" means the amount (if any) by which the
Prepayment


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Amount exceeds the JSD/Preferred Repayment Amount.

"LoDan" means LoDan Electronics, Inc., a Delaware corporation, and LoDan do
Brazil, a Brazilian corporation.

"Merger" has the meaning assigned in Section 2.1.

"Merger Sub" has the meaning assigned in the opening paragraph hereof.

"Minor Subsidiaries" means Cvalim Holding Company Ltd., a Delaware corporation,
Beleggingsmaatschappij Halfvier B.V., a Netherlands corporation, Cvalim
Industries (E.W.C.) Holdings 98 Ltd., an Israeli corporation, Cvalim Industries
(E.W.C.) Ltd., an Israeli corporation, B.N. Cable Technologies Inc., a Canadian
corporation and (whether or not a Subsidiary of Holding Company) the Delaware
corporation referenced in Section 4.3 of the CSI Disclosure Schedule.

"Options" means outstanding options giving the holder thereof the right to
purchase, from Holding Company, Holding Class A Common Stock or Holding Class B
Common Stock.

"Option/Warrantholders" means the Persons who hold Options or Warrants
immediately prior to the Effective Time, which Persons consist of those set out
on Section 4.6(g) of the CSI Disclosure Schedule except for any of such Persons
listed who cease to hold any such Options or Warrants due to their exercise
before the Effective Time.

"Ordinary Course of Business" means the ordinary course of business, which, if
there is a past custom and practice with respect to the matter, is consistent
with such past custom and practice.

"Overage Amount" means the sum of (a) the amount (if any) by which the
JSD/Preferred Repayment Amount exceeds the Prepayment Amount, plus (b) the
amount (if any) by which (A) the total payments to be made by Belden pursuant to
clause (i) of Section 3.4 (including all principal, accrued interest and
breakage fees) plus the Prepayment Amount exceed (B) one hundred twenty million
dollars ($120,000,000) plus the Cash Amount.

"Paying Agent" has the meaning assigned in Section 3.2.

"Party" has the meaning assigned in the opening paragraph hereof.

"Per Option/Warrant Amount" means, for an unissued share of Holding Company
common stock subject to an Option or Warrant, the Per Share Amount less the
exercise price of such share subject to such Option or Warrant.

"Per Share Amount" means, for a Share (or, for the purposes of the definition of
"Per Op-


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tion/Warrant Amount", for an unissued share of Holding Company common stock
subject to an Option or Warrant), the quotient of the Base Amount divided by the
total number of Fully Diluted Shares.

"Permitted Liens" means (i) liens arising from taxes not yet delinquent or the
validity of which are being contested in good faith, (ii) mechanics' and similar
statutory liens arising in the Ordinary Course of Business securing obligations
with respect to which no foreclosure proceedings have been commenced, (iii)
liens securing rental payments under capital or operating lease arrangements not
yet delinquent, but only to the extent affecting the property subject to the
lease arrangement, and (iv) other liens or imperfections incidental to the
ordinary conduct of business which were not incurred in connection with the
borrowing of money or the obtaining of advances or credit, and which do not
materially detract from the value of the subject property or impair the use
thereof.

"Person" means any individual, corporation, partnership, joint venture, trust,
unincorporated organization, or any other form of business or legal entity or
government authority.

"Plan" means each bonus, retention bonus, deferred compensation, incentive
compensation, stock purchase, stock option, severance or termination pay,
hospitalization or other medical, life or other insurance, supplemental
unemployment benefits, profit-sharing, pension or retirement plan, program,
agreement, arrangement, policy or practice (whether formal or informal, funded
or unfunded), sponsored, maintained or contributed to or required to be
contributed to by Holding Company, CSI or the CSI Subsidiaries or by any trade
or business, whether or not incorporated (an "ERISA Affiliate"), that together
with Holding Company, CSI or the CSI Subsidiaries would be deemed a "single
employer" within the meaning of section 4001(a)(15) of ERISA, for the benefit of
any employee or former employee of Holding Company, CSI, a CSI Subsidiary or an
ERISA Affiliate, whether written or unwritten.

"Prepayment Amount" means fifteen million nine hundred ninety-six thousand six
hundred forty seven dollars ($15,996,647).

"Redemption Amount" means the aggregate amount paid by Holding Company for the
redemption, purchase or acquisition of Shares after March 29, 1999 and on or
before the Closing Date, to the extent consented to in writing by Belden.

"SAP Software License" means SAP America Inc. R/3 Software End User License
Agreement effective July 13, 1994.

"Security Interest" means any security interest, mortgage, lien, charge, pledge,
or other encumbrance, or conditional sale arrangement.


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"Shareholder Transaction Expenses" means all fees or expenses of Holding
Company's outside counsel relating to this Agreement or the transactions
contemplated hereby, to the extent not paid by CSI or Holding Company pursuant
to Section 7.2.

"Shareholders" means the Persons who are the owners of the Shares immediately
prior to the Effective Time.

"Shares" means the issued and outstanding shares of common stock of Holding
Company (consisting of the Holding Class A Common Stock and the Holding Class B
Common Stock).

"Subsidiary" means any corporation with respect to which a specified Person (or
a Subsidiary thereof) owns a majority of the common stock or has the power to
vote or direct the voting of sufficient securities to elect a majority of the
directors.

"Surviving Corporation" has the meaning assigned in Section 2.1.

"Tax Cap" has the meaning assigned in Section 10.5(c).

"Tax Return" means any return, report, information return or other document
(including any related or supporting information) with respect to Taxes.

"Taxes" means all taxes, charges, fees, levies, penalties or other assessments
imposed by any federal, state, local or foreign governmental authority,
including, but not limited to, income, gross receipts, commercial rent and
occupancy, excise, property, sales, transfer, franchise, payroll, withholding,
social security or other taxes, including any interest, penalties or additions
attributable thereto.

"Ultimate Owner Representative" has the meaning assigned in Section 11.11.

"Ultimate Owners" means the Persons set out on Schedule 2 hereto.

"Ultimate Ownership Percentages" means with respect to the Ultimate Owners, the
percentages set forth in Schedule 2 hereto.

"Warrants" means outstanding warrants giving the holder thereof the right to
purchase, from Holding Company, Holding Class A Common Stock or Holding Class B
Common Stock.



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                                   ARTICLE II
                                   THE MERGER

Section 2.1 The Merger. At the Effective Time (as defined in Section 2.2) and in
accordance with the terms of this Agreement and applicable law, Merger Sub shall
be merged (the "Merger") with and into Holding Company and its separate legal
existence shall cease to exist, and Holding Company will be the surviving
corporation (sometimes referred to herein as the "Surviving Corporation") and
shall continue its corporate existence as "Cable Systems Holding Company" under
the laws of the State of Delaware.

Section 2.2 Effective Time. The Merger shall become effective at the time of
filing of the Articles of Merger with the Secretary of State of the State of
Delaware, which Articles of Merger shall be so filed at the time of the Closing
(as defined in Section 2.3). The date and time when the Merger becomes effective
are herein referred to as the "Effective Time."

Section 2.3 Closing. Unless this Agreement shall have been terminated and the
transactions herein contemplated shall have been abandoned pursuant to the
provisions of Article IX, the closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at a location to be agreed to by
Belden and Holding Company, on the later of June 25, 1999 or the second business
day following the satisfaction or waiver of the conditions set forth in Article
VIII (other than conditions with respect to actions to be taken at the Closing
itself), or at such other time and date as the Parties may mutually agree. The
date and time of such Closing are herein referred to as the "Closing Date".

Section 2.4 Certificate of Incorporation. The Certificate of Incorporation of
Holding Company, as in effect at the Effective Time, shall continue in effect as
the Certificate of Incorporation of the Surviving Corporation, until thereafter
amended as provided therein.

Section 2.5 By-Laws. The By-Laws of Holding Company, as in effect at the
Effective Time, shall be the By-Laws of the Surviving Corporation, until
thereafter amended as provided therein.

Section 2.6 Directors and Officers. At the Closing, the officers and directors
of Merger Sub at the Effective Time shall be the officers and directors of the
Surviving Corporation, each to hold office until their respective successors are
duly elected and qualified, or their earlier death, resignation or removal. At
the Closing, the existing directors of CSI, other than those who are CSI
employees and Thomas Donahue, shall resign.



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                                   ARTICLE III
                CONVERSION OF SECURITIES; RIGHTS OF SHAREHOLDERS
                            AND OPTION/WARRANTHOLDERS

Section 3.1 Conversion of Securities.

     (a) At the Effective Time, each share of common stock of Merger Sub, $0.01
par value per share, issued and outstanding immediately prior to the Effective
Time shall be cancelled and cease to exist and shall, by virtue of the Merger
and without any action on the part of the holder thereof, be converted into one
share of common stock of the Surviving Corporation, $0.01 par value per share.
Such newly issued shares shall thereafter constitute all of the issued and
outstanding shares of common stock of the Surviving Corporation.

     (b) At the Effective Time, (i) each Share issued and outstanding
immediately prior to the Effective Time, other than Shares held by dissenting
shareholders of Holding Company (if any), shall, by virtue of the Merger and
without any action on the part of the holder thereof, be cancelled and
extinguished and converted into the right to receive the Per Share Amount
payable in cash upon presentation by the holder thereof either of the
certificate evidencing such Share, or an affidavit of loss and indemnity
relating to such Share reasonably satisfactory to Belden, in accordance with the
procedures in Section 3.8, and (ii) each Option or Warrant outstanding
immediately prior to the Effective Time shall, by virtue of the Merger and
without any action on the part of the holder thereof, be cancelled and
extinguished and converted into the right to receive, for each unissued share of
Holding Company common stock subject to such Option or Warrant, the Per
Option/Warrant Amount payable in cash upon presentation by the holder thereof
either of the instrument evidencing such Option or Warrant, or an affidavit of
loss and indemnity relating to such instrument reasonably satisfactory to
Belden, in accordance with the procedures in Section 3.8. Payments shall be
rounded to the nearest $.01 and shall be made by check by the Paying Agent
pursuant to Section 3.3. The sum of all rights to payment under this Section
3.1(b) shall be equal to the Equity Payment. The rights to payment under this
Section 3.10(b) shall be subject to deductions for the Escrow Amount, the
Shareholder Transaction Expenses and other fees and expenses of the Paying Agent
as provided in Section 3.3 below.

Section 3.2 Payment of Equity Payment by Belden. On and subject to the terms and
conditions of this Agreement, in consideration of the consummation of the Merger
and the other transactions contemplated herein, Belden shall pay at Closing an
amount equal to the Equity Payment less the Escrow Amount in immediately
available U.S. funds by wire transfer to an account designated by Peter A. Woog
(the "Paying Agent"), as representative of the Shareholders and
Option/Warrantholders for purposes of receiving and disbursing such payment, of
which account the Paying Agent shall advise Belden not later than two (2)
business days' prior to Closing. Before the Closing, Belden, the Escrow Agent,
the Ultimate Owner Representative and the CVC Group Representative will execute
the Escrow Agreement, which will be substantially in the form attached as
Schedule 3.2 hereto (the "Escrow Agreement"), and will provide for the
subsequent payment by Belden to the Escrow Agent of the Escrow Amount subject to
the terms and conditions thereof. On the Closing Date, Belden will deliver a
letter of credit to the Escrow Agent as



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provided by the Escrow Agreement. CSH, CVC and each of the other Ultimate Owners
(i) authorizes Belden to make the payments provided by this Section 3.2, and
(ii) agrees that Belden and its Affiliates shall have no responsibility for
assuring that any distributions to CSH, CVC, any other Ultimate Owner or any
other Person, including without limitation those distributions to be made by the
Paying Agent under Section 3.3, are actually made, nor shall the transactions
contemplated hereby nor the terms and provisions of this Agreement be in any way
affected by any failure of such distributions to take place.

Section 3.3 Disbursement of Equity Payment by Paying Agent. Upon receipt of the
documentation required in Section 3.8, the Paying Agent shall distribute to each
Shareholder and Option/Warrantholder the portion of the Equity Payment to which
each is entitled pursuant to Section 3.1, less an allocated portion of the
Escrow Amount, the Shareholder Transaction Expenses and any other reasonable
fees and expenses incurred by the Paying Agent in connection with performing its
obligations hereunder. The allocated portion referred to in the preceding
sentence shall be in proportion to the Shareholder's or Option/Warrantholder's
interest in the Equity Payment. Future distributions of the Escrow Amount to the
Shareholders and Option/Warrantholders (or their Ultimate Owners) shall be made
in accordance with the Escrow Agreement. All Shareholder Transaction Expenses
and other reasonable fees and expenses incurred by the Paying Agent in
connection with performing its obligations under this Agreement which are not
deducted by the Paying Agent as provided the preceding sentence shall be borne
by the Shareholders and Option/Warrantholders in proportion to their interest in
the Equity Payment and repaid to the Paying Agent.

Section 3.4 Certain Repayments by Belden. On and subject to the terms and
conditions of this Agreement, in consideration of the consummation of the Merger
and the transactions contemplated herein and the delivery of the CSI Credit
Agreement Releases, Belden shall at Closing (i) repay the principal amount of
all Funded Debt then outstanding under the CSI Credit Agreement, together with
accrued interest thereon and any fees associated with the breakage of LIBOR
interest periods related thereto, (ii) repay the principal amount of all Funded
Debt (if any) then outstanding with respect to the JSD, together with accrued
interest thereon, and (iii) make payment to Holding Company in the amount
necessary to repay and/or redeem all Holding Preferred Shares (if any) then
outstanding, together with any accumulated but unpaid dividends thereon (and
Holding Company shall thereupon make such repayment and/or redemption). The
payment in the preceding clause (i) shall be in the amount set forth in the
letter delivered pursuant to Section 8.2(g), and the payments in the preceding
clauses (ii) and (iii) shall be in the amounts certified by Holding Company
pursuant to Section 8.2(h). The payment in the preceding clause (i) shall be
made in immediately available U.S. funds by wire transfer to an account
designated by the Administrative Agent under the CSI Credit Agreement, of which
Belden shall be advised not later than five (5) business days' prior to the date
payment is to be made. The payment in the preceding clause (ii) shall be made in
immediately available U.S. funds to an account designated by CVC, of which CVC
shall advise Belden not later than five (5) business days' prior to the date


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payment is to be made. The payment in the preceding clause (iii) shall be made
in immediately available U.S. funds to an account designated by Holding Company,
of which Holding Company shall advise Belden not later than five (5) business
days' prior to the date payment is to be made. CSH and CVC agree to ensure that
with respect to the repayment of the JSD pursuant to this Section 3.4, each of
the holders of the JSD shall receive, at or after the Closing, their full share
of such repayment. CSH and CVC agree to ensure that with respect to the
repayment and/or redemption of the Holding Preferred Shares pursuant to this
Section 3.4, each of the holders of such Holding Preferred Shares shall receive,
at or after the Closing, their full share of such payment. CSH, CVC and each of
the other Ultimate Owners (a) authorizes Belden to make the payments provided by
this Section 3.4, (b) agrees that Belden's obligations under this Section 3.4
shall be completely discharged by its making the payments provided by this
Section 3.4, and (c) agrees that Belden and its Affiliates shall have no
responsibility for assuring that any distributions of such payments to CSH, CVC,
any other Ultimate Owner (including without limitation any holder of JSD or
Holding Preferred Shares) or any other Person are actually made, nor shall the
transactions contemplated hereby nor the terms and provisions of this Agreement
be in any way affected by any failure of such distributions to take place.

Section 3.5 Option/Warrant Releases. Each Option/Warrantholder agrees that
Belden's making the payment provided by Section 3.2 constitutes full
satisfaction by Holding Company and its Affiliates of any and all obligations
with respect to the Options and Warrants held by such Option/Warrantholder and
any plans or agreements related to such Options or Warrants, and that such
payment results in the discharge, termination and extinguishment of all such
Options and Warrants.

Section 3.6 Transfer Taxes. With respect to the transfer of the Shares, the
Shareholders will pay (i) any transfer, conveyance or other similar Taxes,
stamps, duties or similar governmental charges imposed by any taxing
jurisdiction and (ii) all recording, filing fees or notarial fees.

Section 3.7 Deliveries at the Closing. At the Closing and contemporaneously
with Belden's making the payments contemplated by Section 3.2 and Section 3.4,
(i) a representative for the Lenders under the CSI Credit Agreement shall
deliver to Belden the CSI Credit Agreement Releases, and (ii) each of the
Parties shall take, or cause to be taken, all such actions and deliver, or cause
to be delivered, all such documents, instruments, certificates and other items
as may be required under this Agreement or otherwise, in order to perform or
fulfill all covenants, conditions and agreements on its part to be performed at
or prior to the Closing.

Section 3.8 Payment Procedures. Promptly after the Effective Time, the Paying
Agent shall mail to each holder of record of certificates which immediately
prior to the Effective Time represented Shares (the "Certificates"), and to each
Option/Warrantholder of record, which in either case were converted into the
right to receive cash pursuant to Section 3.1, (i) a sample letter of
transmittal (which shall be in customary form) and (ii) instructions for
effecting the surrender of

                                       13

<PAGE>   14


the Certificates or instruments evidencing the Options or Warrants in exchange
for the Per Share Amount or Per Option/Warrant Amount, as the case may be, in
accordance with Section 3.1 and Section 3.3 (which shall specify that delivery
shall be effected, and risk of loss and title to the Certificates and
instruments shall pass, only upon delivery thereof to the Paying Agent). Upon
surrender of a Certificate or instrument for cancellation to the Paying Agent
(or an affidavit of loss and indemnity as provided by Section 3.1(b)), together
with a duly executed letter of transmittal, the holder of such Certificate or
instrument shall be entitled to receive in exchange for each Share the Per Share
Amount, or in exchange for each unissued share of Holding Company common stock
subject to an Option or Warrant the Per Option/Warrant Amount, in accordance
with Section 3.1 and Section 3.3. In the event of a transfer of ownership of
Shares which is not registered on the transfer records of Holding Company, the
Per Share Amount (in accordance with Section 3.1 and Section 3.3) for each Share
may be issued to such transferee if the Certificate representing such Shares
held by such transferee is presented to the Paying Agent, accompanied by all
documents required to evidence and effect such transfer and to evidence that any
applicable stock transfer taxes have been paid. Until surrendered as
contemplated by this Section 3.8, each Certificate shall be deemed at any time
after the Effective Time to represent only the right to receive upon surrender
the Per Share Amount (in accordance with Section 3.1 and Section 3.3) for each
Share. Until the instrument evidencing an Option or Warrant is surrendered as
contemplated by this Section 3.8, each Option or Warrant shall be deemed at any
time after the Effective Time to represent only the right to receive upon
surrender the Per Option/Warrant Amount (in accordance with Section 3.1 and
Section 3.3) for each unissued share of Holding Company common stock subject to
such Option or Warrant.

                                   ARTICLE IV
                REPRESENTATIONS AND WARRANTIES OF HOLDING COMPANY

Holding Company represents and warrants to Belden that the statements contained
in this Article IV are true and correct as of the date of this Agreement, except
as set forth in the CSI Disclosure Schedule attached to this Agreement (the "CSI
Disclosure Schedule"). The CSI Disclosure Schedule will be arranged in
paragraphs corresponding to the numbered paragraphs contained in this Article
IV.

Section 4.1 Organization. CSH is a limited liability company duly organized,
validly existing and in good standing under the laws of Delaware and has all
requisite power and authority to own, lease and operate its properties and
assets and to carry on its business as now being conducted.

Section 4.2 Authority; Enforceability. Holding Company, CSH, CVC and the other
Ultimate Owners have all requisite power and authority to execute and deliver
this Agreement and to con-


                                       14
<PAGE>   15


summate the transactions contemplated on their part hereby. The execution and
delivery by Holding Company, CSH and CVC of this Agreement and the consummation
by Holding Company, CSH and CVC of the transactions contemplated hereby have
been duly authorized by all necessary corporate action on the part of Holding
Company, CSH and CVC. No other corporate proceedings on the part of Holding
Company, CSH or CVC are necessary to authorize the execution and delivery of
this Agreement and the consummation by Holding Company, CSH and CVC of the
transactions contemplated hereby or the performance of their obligations
hereunder. This Agreement has been duly executed and delivered by Holding
Company, CSH, CVC and the other Ultimate Owners, and is a valid and binding
agreement of Holding Company, CSH, CVC and the other Ultimate Owners,
enforceable against Holding Company, CSH, CVC and the other Ultimate Owners in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency or other similar laws relating to or affecting creditors'
rights generally and by general equity principles.

Section 4.3 Subsidiaries. Holding Company does not have any Subsidiaries other
than CSI, LoDan, CSH Limited, a company incorporated under the laws of Barbados
("CSH Ltd.") and the Minor Subsidiaries. CSI does not have any Subsidiaries
other than CSH Ltd. (the Subsidiaries of Holding Company and CSI other than CSI,
LoDan and the Minor Subsidiaries, whether one or more, are herein called the
"CSI Subsidiaries"). The Minor Subsidiaries do not have any material assets or
liabilities. Except as provided in Section 4.3 of the CSI Disclosure Schedule,
gComData does not have any material assets or liabilities as of the date hereof.
Except for the CSI Subsidiaries and the Minor Subsidiaries and as provided in
Section 4.3 of the CSI Disclosure Schedule, neither Holding Company, CSI nor any
CSI Subsidiary has any equity or ownership interest, directly or indirectly, in
any other Person.

Section 4.4 Non-Contravention. Except as set forth in Section 4.4 of the CSI
Disclosure Schedule, the execution and delivery of this Agreement by Holding
Company, CSH, CVC and the other Ultimate Owners do not, and the consummation by
each of the transactions contemplated hereby and the performance by each of the
obligations which it is obligated to perform hereunder will not, (a) violate any
provision of the Certificate of Incorporation or By-Laws of Holding Company,
CSH, CSI, any CSI Subsidiary, CVC or any of the other Ultimate Owners, (b)
violate any provision of, or cause the termination of or the acceleration of, or
entitle any party to terminate, or entitle any party to accelerate any
obligation or indebtedness under, or result in the imposition of any lien upon
or the creation of a Security Interest in any of the Holding Company capital
stock, CSI capital stock, or the capital stock of any CSI Subsidiary, or upon
the assets of Holding Company, CSI or any CSI Subsidiary, pursuant to, any
mortgage, lien, lease, franchise, license, permit, agreement or other instrument
to which Holding Company, CSH, CSI, any CSI Subsidiary, CVC or any of the other
Ultimate Owners is a party, or by which Holding Company, CSH, CSI, any CSI
Subsidiary, CVC or any of the other Ultimate Owners is bound, and that would be
reasonably likely to, individually or in the aggregate, have a CSI Material
Adverse Effect, or (c) subject to the approvals required as set forth in Section
4.5, violate or conflict with


                                       15

<PAGE>   16


any applicable law or legal restriction to which Holding Company, CSH, CSI, any
CSI Subsidiary, CVC or the other Ultimate Owners is subject which would prevent
or significantly restrict or delay the consummation of the transactions
contemplated hereby. Except as set forth in Section 4.4 of the CSI Disclosure
Schedule, the execution and delivery of this Agreement by Holding Company, CSH,
CVC and the other Ultimate Owners do not, and the consummation by each of the
transactions contemplated hereby and the performance by each of the obligations
which it is obligated to perform hereunder will not, violate any provision of,
cause the termination of, or entitle any party to terminate, any of the AT&T
Contracts pursuant to their terms.

Section 4.5 Consents. Except for filings under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), and as set forth in
Section 4.5 of the CSI Disclosure Schedule, no consent, authorization, order or
approval of, or filing or registration with, any governmental commission, board
or other regulatory body (collectively, "Consents") which has not been obtained
or made is required for or in connection with the execution and delivery of this
Agreement by CSH, Holding Company, CVC and the other Ultimate Owners and the
consummation by such Parties of the transactions contemplated hereby and the
performance by such Parties of their obligations hereunder, other than those
Consents, the failure of which to obtain, individually or in the aggregate,
would not be reasonably likely to have a CSI Material Adverse Effect.

Section 4.6 Capital Stock.

     (a)  The entire authorized capital stock of CSI consists of (i) 500 shares
          of Class A Common Stock (the "CSI Class A Common Stock"), $0.01 par
          value per share, 100 of which are issued and outstanding and none of
          which are held in treasury, (ii) 500 shares of Class B Common Stock,
          $0.01 par value per share, none of which are issued and outstanding
          and none of which are held in treasury, and (iii) 500 shares of
          Preferred Stock, par value $0.01, none of which are issued and
          outstanding and none of which are held in treasury. All of the issued
          and outstanding shares of CSI Class A Common Stock are validly issued,
          fully paid and non-assessable. Holding Company owns of record and
          beneficially all of the issued and outstanding shares of capital stock
          of CSI free and clear of any Security Interests except for CSI Credit
          Agreement Liens which will be released in full at Closing. There are
          no outstanding obligations, warrants, options or other rights to
          subscribe for or purchase, or other plans, contracts or commitments
          providing for the issuance of, or the granting of rights to acquire,
          shares of stock of any class of CSI capital stock or any securities or
          other instruments convertible into or exchangeable for shares of stock
          of any class of CSI capital stock. There are no voting trusts,
          proxies, or other agreements or understandings with respect to the
          voting of any capital stock of CSI that would in any way be binding on
          Belden, Holding Company, CSI or any CSI Subsidiary.

                                       16

<PAGE>   17




     (b)  All of the issued and outstanding shares of capital stock of the CSI
          Subsidiaries are validly issued, fully paid and nonassessable. Section
          4.6(b) of the CSI Disclosure Schedule sets forth the record and
          beneficial ownership of all such issued and outstanding shares of
          capital stock, which record and beneficial ownership is free and clear
          of any Security Interests except for CSI Credit Agreement Liens which
          will be released in full at Closing in conjunction with the payment by
          Belden contemplated by clause (i) of Section 3.4, and also sets forth
          any other authorized capital stock of the CSI Subsidiaries which is
          not issued and outstanding (including any held in treasury). There are
          no outstanding obligations, warrants, options or other rights to
          subscribe for or purchase, or other plans, contracts or commitments
          providing for the issuance of, or the granting of rights to acquire,
          shares of stock of any class of any CSI Subsidiary capital stock or
          any securities or other instruments convertible into or exchangeable
          for shares of stock of any class of any CSI Subsidiary capital stock.
          There are no voting trusts, proxies, or other agreements or
          understandings with respect to the voting of any capital stock of any
          CSI Subsidiary.

     (c)  As of the date hereof, the entire authorized capital stock of Holding
          Company consists of (i) 500,000 shares of Class A Common Stock (the
          "Holding Class A Common Stock"), $0.01 par value per share, 105,000.92
          of which are issued and outstanding and none of which are held in
          treasury, (ii) 500,000 shares of Class B Common Stock (the "Holding
          Class B Common Stock"), $0.01 par value per share, 281,000 of which
          are issued and outstanding and none of which are held in treasury, and
          (iii) 100,000 shares of Preferred Stock, $0.01 par value per share,
          16,987.5 of which are issued and outstanding and none of which are
          held in treasury. As of the Closing Date, the entire authorized
          capital stock of Holding Company is as set forth in the preceding
          sentence, except as increased by any Additional Option/Warrant Shares
          and (to the extent consented to by Belden in writing) reduced by any
          redemptions of Shares between the date hereof and the Closing Date.
          Except as set forth in Section 4.6(c) of the CSI Disclosure Schedule,
          no Shares have been redeemed, purchased or acquired since March 28,
          1999.

     (d)  All of the issued and outstanding shares of Holding Class A Common
          Stock and Holding Class B Common Stock, and all of the Holding
          Preferred Shares, are validly issued, fully paid and non-assessable,
          and no transfer of such shares has required registration under any
          securities laws.

     (e)  Section 4.6(e) of the CSI Disclosure Schedule sets forth the record
          and beneficial ownership of all shares of the capital stock of Holding
          Company as of the date hereof, which record and beneficial ownership
          is free and clear of any Security

                                       17

<PAGE>   18


          Interests.

     (f)  The list of Ultimate Owners in Schedule 2 hereto shows the Persons who
          as of the Closing Date are expected to be the ultimate beneficiaries
          of the proceeds of the Equity Payment under Article III, and such
          Schedule also shows the Ultimate Ownership Percentage of each such
          Ultimate Owner, based on the ownership of Holding Class A Common Stock
          and Holding Class B Common Stock as set forth in Section 4.6(e) of the
          CSI Disclosure Schedule, the holdings of Options and Warrants as set
          forth in Section 4.6(g) of the CSI Disclosure Schedule and the
          ownership of the common units of CSH (except that CVC's ownership
          percentage has been combined with and includes that of CCT Partners II
          L.P.). The Ultimate Ownership Percentages add to 100%.

     (g)  Section 4.6(g) of the CSI Disclosure Schedule sets forth, as of the
          date hereof, the names of all holders of Options and Warrants, the
          number of Options and Warrants held by each holder, which class of
          Holding Company stock is affected and the Option or Warrant exercise
          price. Section 4.6(g) of the CSI Disclosure Schedule sets forth the
          same information as of the Closing Date, except to the extent directly
          resulting from a decrease in Options or Warrants upon exercise.
          Holding Company will deliver to Belden at Closing the number (if any)
          and owners of Additional Option/Warrant Shares. Holding Company has
          provided to Belden the terms and conditions of the Options and the
          Warrants. Except as set forth in Section 4.6(g) of the CSI Disclosure
          Schedule, there are no outstanding obligations, warrants, options or
          other rights to subscribe for or purchase, or other plans, contracts
          or commitments providing for the issuance of, or the granting of
          rights to acquire, shares of stock of any class of Holding Company
          capital stock or any securities or other instruments convertible into
          or exchangeable for shares of stock of any class of Holding Company
          capital stock.

     (h)  Except as set forth in Section 4.6(h) of the CSI Disclosure Schedule,
          there are no voting trusts, proxies, or other agreements or
          understandings with respect to the voting of any capital stock of
          Holding Company that would in any way be binding on Belden, Holding
          Company, CSI or any CSI Subsidiary after the Closing.

     (i)  As of May 21, 1999, the amount required to fully repay and redeem all
          Holding Preferred Shares is $27,354,933, and the amount required to
          repay all JSD is $10,720,345. These are the same amounts to fully
          repay and redeem all such Holding Preferred Shares and JSD at Closing,
          except as reduced by the transactions contemplated by Schedule 8.2(e)
          and except as the amount for the Holding Preferred Shares increases by
          $9,737.82 per day and the amount for the JSD increases by $3,419.43
          per day.

                                       18


<PAGE>   19


Section 4.7 Organization and Qualification of Holding Company, CSI and the CSI
Subsidiaries; Officers, Charter and Bylaws. Except as set forth in Section 4.7
of the CSI Disclosure Schedule, each of Holding Company, CSI and the CSI
Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and each has
all requisite corporate power and authority to own, lease and operate its
properties and assets and to carry on its business as it is now being conducted.
Each of Holding Company, CSI and the CSI Subsidiaries is qualified and in good
standing in every jurisdiction where the failure to so qualify or be in good
standing would be reasonably likely to have, individually or in the aggregate, a
CSI Material Adverse Effect. Section 4.7 of the Disclosure Schedule lists the
directors and officers of Holding Company, CSI and the CSI Subsidiaries. Holding
Company or CSI has delivered to Belden correct and complete copies of the
charter and bylaws of Holding Company, CSI and the CSI Subsidiaries (as amended
to date).

Section 4.8 Financial Statements. Section 4.8 of the CSI Disclosure Schedule
contains a true and correct copy of (a) the audited consolidated balance sheet
of Holding Company and its direct and indirect Subsidiaries as of September 27,
1998, (b) the related audited statement of income and cash flows for the fiscal
year then ended, (c) the unaudited consolidated balance sheet of Holding Company
and its direct and indirect Subsidiaries as of March 28, 1999, and (d) the
unaudited consolidated statements of income of Holding Company and its direct
and indirect Subsidiaries for the six month period ended March 28, 1999
(collectively, the "Financial Statements"). The Financial Statements (including
the notes thereto) present fairly in all material respects the consolidated
financial position and results of operations of Holding Company and its direct
and indirect Subsidiaries as of the date and for the periods specified therein,
and have been prepared in accordance with GAAP consistently applied, except for
any ordinary year-end adjustments and footnote disclosures with respect to the
interim financial statements in clauses (c) and (d).

Section 4.9 Undisclosed Liabilities. Except as set forth in Section 4.9 to the
CSI Disclosure Schedule, to CSI's Knowledge, Holding Company, CSI and the CSI
Subsidiaries have no liabilities or obligations (whether secured or unsecured,
known or unknown, asserted or unasserted, absolute or contingent, accrued or
unaccrued, liquidated or unliquidated, and whether due or to become due), which
are not fully reflected or disclosed in the Financial Statements, except (a)
those incurred in the Ordinary Course of Business since March 28, 1999, (b)
those that may have arisen as a result of the execution, delivery and
performance of this Agreement by Holding Company, (c) those arising pursuant to
contractual obligations of Holding Company, CSI or the CSI Subsidiaries entered
into in the Ordinary Course of Business, or (d) those that would not be
reasonably likely to have, individually or in the aggregate, a CSI Material
Adverse Effect.

Section 4.10 Absence of Certain Changes or Events. Except for the transactions
contemplated by this Agreement or as disclosed in Section 4.10 of the CSI
Disclosure Schedule or the Finan-

                                       19

<PAGE>   20


cial Statements, since September 27, 1998, Holding Company, CSI and the CSI
Subsidiaries have conducted their respective businesses in the Ordinary Course
of Business, and there has been no change which, individually or in the
aggregate, would be reasonably likely to have a CSI Material Adverse Effect.
Without limiting the generality of the foregoing, since that date, Holding
Company, CSI and the CSI Subsidiaries have not, except as set forth in Section
4.10 of the CSI Disclosure Schedule:

     (a)  except for the non-cash redemption of the Holding Preferred Shares to
          the extent specified in Schedule 8.2(e), declared, set aside, or paid
          any dividend or distribution with respect to their capital stock or
          redeemed, purchased or otherwise acquired any of their capital stock;

     (b)  sold, leased, transferred, or assigned any of their assets, tangible
          or intangible (including without limitation making any payment) to (i)
          any Person referenced in the first sentence of Section 4.17 or to
          CSI's Knowledge to any Person referenced in the second sentence of
          Section 4.17 (other than to Holding Company, CSI or the CSI
          Subsidiaries), except as excluded from such Section 4.17 or as set out
          in Section 4.17 of the CSI Disclosure Schedule, or (ii) other than in
          the Ordinary Course of Business, to any other Person;

     (c)  entered into any agreement, contract, lease, or license (or series of
          related agreements, contracts, leases, and licenses) either involving
          consideration of more than $1,000,000 per annum in the aggregate or
          outside the Ordinary Course of Business;

     (d)  accelerated the terms of any obligations under, terminated, or
          cancelled any agreement, contract, lease, or license (or series of
          related agreements, contracts, leases, and licenses), or any other
          party to such agreements, contracts, leases or licenses doing same, or
          entered into any modification of the material terms thereof, involving
          more than $1,000,000 per annum in the aggregate, to which Holding
          Company, CSI or any CSI Subsidiary is a party or bound, or
          constituting one of the AT&T Contracts;

     (e)  made any capital expenditure (or series of related capital
          expenditures) involving more than $150,000 in the aggregate in excess
          of CSI's current capital expenditure budget;

     (f)  made any capital investment in, any loan to, or any acquisition of the
          business (whether by merger, consolidation, purchase of assets or
          otherwise), securities or other equity interest of or in, any other
          Person (or series of related capital investments, loans, and
          acquisitions);

                                       20

<PAGE>   21




     (g)  issued any note, bond, or other debt security or created, incurred,
          assumed, guaranteed or become responsible for any Funded Debt, other
          than borrowings under the CSI Credit Agreement;

     (h)  created, incurred, assumed, guaranteed or become responsible for any
          capitalized lease obligation involving more than $50,000 individually
          or $100,000 in the aggregate, or created any overdraft balance with
          respect to any bank account outside the Ordinary Course of Business;

     (i)  cancelled, compromised, waived, or released any right or claim (or
          series of related rights and claims) outside the Ordinary Course of
          Business;

     (j)  granted any license or sublicense of any rights under or with respect
          to any Intellectual Property, other than by operation of law arising
          from sales of inventory in the Ordinary Course of Business;

     (k)  changed or authorized any change in their charter or bylaws or other
          constituent documents;

     (l)  experienced any casualty damage, casualty destruction, or casualty
          loss (whether or not covered by insurance) to their property in excess
          of $250,000 in the aggregate;

     (m)  entered into any employment or severance contract (other than
          unwritten employment arrangements terminable at will subject to CSI's
          severance policies) or collective bargaining agreement, written or
          oral, or modified the terms of any existing such contract or
          agreement;

     (n)  granted any increase in the compensation of any employee of Holding
          Company, CSI or any CSI Subsidiary outside the Ordinary Course of
          Business;

     (o)  granted any increase in the compensation of any director or officer of
          Holding Company, CSI or any CSI Subsidiary, or granted or paid any
          bonus to any such director or officer;

     (p)  adopted or terminated any Plan, or amended or modified any such Plan
          except for amendments or modifications which are in the Ordinary
          Course of Business and not material, for the benefit of any of the
          directors, officers, or employees of Holding Company, CSI or any CSI
          Subsidiary;

     (q)  made any other change in employment terms for any of the directors,
          officers, or employees of Holding Company, CSI or any CSI Subsidiary
          outside the Ordinary


                                       21

<PAGE>   22


          Course of Business;

     (r)  made or pledged to make any charitable or other capital contribution
          outside the Ordinary Course of Business; nor

     (s)  committed or agreed to any of the foregoing.

Section 4.11 Legal Proceedings. Except as set forth in Section 4.11 to the CSI
Disclosure Schedule, there are no actions, suits, proceedings, charges,
complaints, hearings or investigations of or in any court or quasi-judicial or
administrative agency of any federal, provincial, state, local or foreign
jurisdiction or before any arbitrator against Holding Company, CSI or any CSI
Subsidiary pending or, to CSI's Knowledge, threatened, that would be reasonably
likely to have, individually or in the aggregate, a CSI Material Adverse Effect,
nor are there in effect any judgments, decrees, injunctions or orders against or
enjoining Holding Company, CSI or any CSI Subsidiary in respect of, or the
effect of which is to materially prohibit, restrict, or affect, any business
practice or the acquisition of any property or the conduct of business.

Section 4.12 Employee Benefits.

     (a)  Section 4.12(a) to the CSI Disclosure Schedule sets forth a true and
          complete list of each Plan.

     (b)  Holding Company, CSI and the CSI Subsidiaries have previously made
          available to Belden or its representatives copies of (i) each of the
          Plans or summaries thereof, including all amendments thereto to date;
          (ii) the two most recent actuarial statements, if any, prepared for
          each Plan; (iii) the two most recent annual reports (Series 5500 and
          all schedules thereto), if any, required under ERISA in connection
          with each Plan or related trust; (iv) the most recent determination
          letter received from the IRS, if any, for each Plan and related trust
          which is intended to satisfy the requirements of Section 401(a) of the
          Code; and (v) the most recent summary plan description together with
          the most recent summary of material modifications, if any, required
          under ERISA with respect to each Plan.

     (c)  Except as set forth in Section 4.12(c) to the CSI Disclosure Schedule,
          no Plan provides benefits, including without limitation death or
          medical benefits (whether or not insured) with respect to current or
          former employees of Holding Company, CSI, any CSI Subsidiary or any
          ERISA Affiliate beyond their retirement or other termination of
          service (other than (i) coverage mandated by applicable law, or (ii)
          retirement benefits under any "employee pension plan," as defined in
          section 3(2) of ERISA).

                                       22

<PAGE>   23



     (d)  Each of the Plans is in material compliance with the terms thereof and
          with the requirements of any and all laws, orders, decrees, rules and
          regulations applicable to such Plan, including, but not limited to,
          ERISA and the Code. No Plan is subject to Title IV of ERISA. There are
          no material pending, or to CSI's Knowledge threatened or anticipated
          claims (other than routine claims for benefits) by, on behalf of or
          against any of the Plans or any trusts related thereto.

     (e)  No Plan is a "multiemployer pension plan" (as defined in section 3(37)
          of ERISA).

     (f)  Each Plan intended to be "qualified" within the meaning of Section
          401(a) of the Code has received a determination letter from the
          Internal Revenue Service stating that it is so qualified, and, to
          CSI's Knowledge, no event has occurred since the date of such
          determination that would adversely affect such determination.

Section 4.13 Properties, Contracts and Other Data.

     (a)  Holding Company, CSI and the CSI Subsidiaries have good title to, or
          hold by valid lease or license, all of the assets, tangible and
          intangible, used by them, reflected on the March 28, 1999 balance
          sheet or acquired by them after the date hereof (other than assets
          disposed of as permitted by Section 4.10(b) and other than
          Intellectual Property which is covered by Section 4.20), free and
          clear of all Security Interests other than (i) Permitted Liens, and
          (ii) CSI Credit Agreement Liens which will be released in full at
          Closing in conjunction with the payment by Belden contemplated by
          clause (i) of Section 3.4. The CSI Credit Agreement Liens are set
          forth in Section 4.13(a) of the CSI Disclosure Schedule. Holding
          Company does not own or lease any real property or personal property
          (tangible or intangible) other than the stock of CSI, LoDan and the
          Minor Subsidiaries (which stock of LoDan and the Minor Subsidiaries is
          to be disposed of pursuant to the Closing condition appearing at
          Section 8.2(e)).

     (b)  Without limiting subparagraph (a) above, CSI and the CSI Subsidiaries
          own and have good title in fee simple to the real property owned of
          record or beneficially by CSI or such CSI Subsidiary, as the case may
          be (the "Real Properties"), free and clear of all Security Interests,
          except for the matters set forth in the title policies related to the
          Real Properties attached to Section 4.13(b) of the CSI Disclosure
          Schedule and as set forth in Section 4.13(b) of the CSI Disclosure
          Schedule. Such Real Properties were conveyed to CSI or the CSI
          Subsidiaries (as the case may be) by special warranty deed. Title
          insurance held by CSI with respect to the Real Properties is attached
          to Section 4.13(b) of the CSI Disclosure Schedule, and such title
          insurance is still in effect. Except as set forth in Section 4.13(b)
          of the

                                       23

<PAGE>   24


          CSI Disclosure Schedule, neither CSI nor any CSI Subsidiary has
          received any written notice of condemnation or suspension of its right
          to use with respect to any of the Real Properties, none of the Real
          Properties is subject, to CSI's Knowledge, to condemnation
          proceedings, and there is not now pending or, to CSI's Knowledge,
          threatened, any governmental or regulatory action or action by a
          private party adverse to the uses contemplated for the Real Properties
          by CSI and the CSI Subsidiaries.

     (c)  Section 4.13(c) of the CSI Disclosure Schedule lists the following
          contracts and agreements to which Holding Company, CSI or any CSI
          Subsidiary is a party as of the date hereof:

     (i)  other than purchase orders in the Ordinary Course of Business or other
          contracts which are not material (such as service contracts providing
          CSI with telephone service or internet access), any contract or
          agreement with AT&T Corp. or Lucent Technologies Inc. (collectively
          the "AT&T Contracts");

     (ii) any contract or agreement (or series of related contracts or
          agreements) for the lease of personal property (other than capital
          leases) to or from any Person providing for lease payments in excess
          of $100,000 per annum, and any contract or agreement for the lease of
          real property to or from any Person;

    (iii) any contract or agreement (or series of related contracts or
          agreements) for the purchase or sale of raw materials, commodities,
          supplies, products, or other personal property, or for the furnishing
          or receipt of services, the performance of which will extend over a
          period of more than one year or involve consideration in excess of
          $1,000,000 per annum;

     (iv) any contract or agreement concerning a partnership or joint venture;

     (v)  any contract or agreement under which Holding Company, CSI or any CSI
          Subsidiary has created, incurred or assumed any Funded Debt or any
          capitalized lease obligation, other than capital leases with annual
          payments not in excess of $100,000 per annum;

     (vi) any contract or agreement relating to placing a Security Interest on
          any of the assets of Holding Company, CSI or any CSI Subsidiary, other
          than Permitted Liens;

    (vii) any guaranty, performance bond, letter of credit or indemnification
          agreement given or entered into by Holding Company, CSI or any CSI
          Subsidiary with respect to Funded Debt, including without limitation
          such Funded Debt in connec-
                                       24


<PAGE>   25


          tion with obligations the principal obligor in respect of which is not
          Holding Company, CSI or any CSI Subsidiary;

   (viii) any contract or agreement outside the Ordinary Course of Business
          concerning confidentiality, or any contract or agreement containing
          any noncompetition provision, any non-solicitation of employees
          provision restricting CSI or any CSI Subsidiary, or any earn-out
          provision; and

     (ix) except for contracts or agreements cancellable by CSI or Holding
          Company with 90 days' notice or less without penalty or payment, any
          other contract or agreement (or series of related contracts or
          agreements) the performance of which involves consideration in excess
          of $1,000,000 per annum.

     (d)  Holding Company or CSI has delivered or made available to Belden a
          correct and complete copy of each written contract or agreement (as
          amended to date) listed in Section 4.13(c) of the CSI Disclosure
          Schedule and a written summary setting forth the material terms and
          conditions of each oral agreement referred to in Section 4.13(c) of
          the CSI Disclosure Schedule. Except as set forth in Section 4.13(d) of
          the CSI Disclosure Schedule, with respect to each such contract or
          agreement required to be listed on Section 4.13(c) of the CSI
          Disclosure Schedule, other than those which have expired or been
          completed by their terms prior to Closing: (i) the contract or
          agreement is legal, valid, binding and enforceable against Holding
          Company, CSI and the CSI Subsidiaries, and to CSI's Knowledge against
          the other parties thereto, and in full force and effect; (ii) Holding
          Company, CSI and the CSI Subsidiary, as the case may be, are not in
          material breach or default, and to CSI's Knowledge no other party is
          in material breach or default, and no event has occurred (with respect
          to other parties, to CSI's Knowledge) which with notice or lapse of
          time would constitute a material breach or default, or permit
          termination, modification, or acceleration, under the contract or
          agreement; and (iii) neither CSI, Holding Company nor the CSI
          Subsidiaries, nor to CSI's Knowledge any other party, has repudiated
          or threatened to cancel, terminate or amend, such contract or
          agreement.

Section 4.14 Certain Tax Matters. Except as set forth in Section 4.14(a), (b),
(c), or (d) (as the case may be) of the CSI Disclosure Schedule:

     (a)  giving effect to all extensions obtained, each of Holding Company, CSI
          and the CSI Subsidiaries has timely filed (or there has been timely
          filed on its behalf) all Tax Returns required to be filed by it, and
          all such Tax Returns are complete in all material respects, has paid
          (or there has been paid on its behalf) all Taxes shown thereon to be
          due, other than such Taxes as are being contested in good faith, and
          has established reserves (current and deferred) in accordance with
          generally ac-

                                       25


<PAGE>   26


          cepted accounting principles for the payment of all Taxes for periods
          subsequent to the periods covered by such Tax Returns;

     (b)  no material deficiency, assessment or other formal claim for any
          material Taxes has been asserted by a Tax authority against Holding
          Company, CSI or any of the CSI Subsidiaries that has not been fully
          paid, accrued or finally settled;

     (c)  none of Holding Company, CSI or any of the CSI Subsidiaries has been
          notified that any Tax Returns are currently the subject of any audit
          or other administrative proceeding or court proceeding ("Audit") by
          any Tax authority, and a list of Audits completed, or commenced and
          not yet completed, with respect to Holding Company, CSI and the CSI
          Subsidiaries is set forth in Section 4.14 of the CSI Disclosure
          Schedule; and

     (d)  no extension, waiver or comparable consent regarding the application
          of the statute of limitations with respect to any Taxes or Tax Returns
          has been given by or on behalf of Holding Company, CSI or any of the
          CSI Subsidiaries and is currently in effect.

Section 4.15 Compliance with Laws. Except as set forth in Section 4.15 of the
CSI Disclosure Schedule, to CSI's Knowledge, each of Holding Company, CSI and
the CSI Subsidiaries:

     (a)  except to the extent failure to comply would not be reasonably likely
          to have, individually or in the aggregate, a CSI Material Adverse
          Effect, is and has been in compliance with all laws, regulations,
          reporting, licensing and permit requirements, and orders applicable to
          its business or employees conducting its business;

     (b)  has received no notification or communication from any agency or
          department of any federal, state, local or foreign government or any
          regulatory authority or the staff thereof (i) asserting that Holding
          Company, CSI or any CSI Subsidiary is not in compliance with any of
          the statutes, regulations or ordinances which such governmental
          authority or regulatory authority enforces, or (ii) threatening to
          revoke any license, franchise, permit, or governmental authorization,
          which in the case of (i) or (ii) is material to the conduct of CSI's
          business and remains unresolved; and

     (c)  is not a party to any written order, decree, agreement or memorandum
          of understanding with, or a commitment letter or similar submission
          to, or a recipient of any extraordinary supervisory letter from, any
          federal, state or local governmental agency or authority which
          restricts in any material respect the conduct of business of Holding
          Company, CSI or any CSI Subsidiary; nor has Holding Company, CSI or
          any CSI Subsidiary been advised by any such regulatory authority that
          such

                                       26

<PAGE>   27


          authority is contemplating issuing or requesting any such order,
          decree, agreement, memorandum of understanding, extraordinary
          supervisory letter, commitment letter or similar submission which
          would restrict in any material respect the conduct of the business of
          Holding Company, CSI or any CSI Subsidiary.

Section 4.16 Environmental Laws. Except as set forth on Section 4.16 of the CSI
Disclosure Schedule or in any environmental reports or studies provided to
Belden or to which Belden has been given access under Section 4.16(e), and
except as would not be reasonably likely to have, individually or in the
aggregate, a CSI Material Adverse Effect:

     (a)  the facilities and properties owned, leased or operated by Holding
          Company, CSI or any CSI Subsidiary (the "Properties"), all operations
          and activities conducted by Holding Company, CSI or any CSI Subsidiary
          at the Properties, and to CSI's Knowledge all conditions at the
          Properties are and have been in compliance with all Environmental
          Laws;

     (b)  none of Holding Company, CSI or any CSI Subsidiary has received any
          written notice of violation, alleged violation, non-compliance,
          liability or potential liability regarding environmental matters or
          under Environmental Laws with regard to any of the Properties or the
          business operated by Holding Company, CSI or any CSI Subsidiary (the
          "Business"), nor, to CSI's Knowledge, are there any facts that could
          lead to such notice of violation, alleged violation, non-compliance,
          liability or potential liability;

     (c)  Holding Company, CSI and the CSI Subsidiaries have obtained all
          permits required under applicable Environmental Laws necessary for the
          current operation of the Business, and currently are in compliance
          with all terms and conditions of such environmental permits;

     (d)  no judicial proceeding or governmental or administrative action is
          pending or to CSI's Knowledge threatened, under any Environmental Law,
          to which Holding Company, CSI or any CSI Subsidiary is or is
          reasonably likely to be named as a party with respect to the
          Properties or the Business, nor are there any consent decrees or other
          decrees, consent orders, administrative orders or other orders issued
          against or with respect to Holding Company, CSI or any CSI Subsidiary
          under any Environmental Law with respect to the Properties or the
          Business; and

     (e)  access to all Phase II and material Phase I Environmental Site
          Assessments, and any other environmental reports or studies, prepared
          after October 6, 1995 by or on behalf of Holding Company, CSI or any
          CSI Subsidiary, with respect to the Properties, has been provided to
          representatives of Belden. Those Properties for

                                       27

<PAGE>   28


          which no Phase I Environmental Assessments have been prepared are set
          forth in Section 4.16 of the CSI Disclosure Schedule.

Holding Company's sole representations with respect to environmental matters are
set forth in this Section 4.16. To the extent representations in other sections
of this Agreement could also apply to environmental matters including, but not
limited to, matters related to, arising under or concerning Environmental Laws,
such representations shall be construed to exclude all environmental matters and
to apply to matters other than environmental matters.

Section 4.17 Affiliate Transactions. Except as set forth in Section 4.17 to the
CSI Disclosure Schedule, there has been no transaction or agreement within the
past twelve months, is no transaction or agreement and no transaction or
agreement is now proposed, to which Holding Company, CSI or any CSI Subsidiary
was, is or is to be a party to which another party is (i) CSH, CVC, any other
Ultimate Owner, LoDan, IPC, gComData or any of the Minor Subsidiaries, or (ii)
any director or officer of Holding Company, CSI, any CSI Subsidiary, CSH, any
Ultimate Owner other than CVC, LoDan, gComData, any of the Minor Subsidiaries
or, to CSI's Knowledge, of CVC or IPC. Except as set forth in Section 4.17 to
the CSI Disclosure Schedule, to CSI's Knowledge, there has been no transaction
or agreement within the past twelve months, is no transaction or agreement and
no transaction or agreement is now proposed, to which Holding Company, CSI or
any CSI Subsidiary was, is or is to be a party to which another party is any
Affiliate of (or of a director or officer of) Holding Company, CSI, any CSI
Subsidiary, CSH, CVC, any other Ultimate Owner, LoDan, IPC, gComData or any of
the Minor Subsidiaries (other than Holding Company, CSI or any CSI Subsidiary).
Excluded from the representations and warranties in this Section 4.17 are,
subject to the limitations in Section 4.10 and 6.2, (a) payments and benefits to
employees of Holding Company, CSI or any CSI Subsidiary pursuant to employment
relationships and benefit plans in the Ordinary Course of Business, (b) fees and
expenses paid to the directors of Holding Company, CSI or any CSI Subsidiary
relating to such Persons' duties as a director of such entities in the Ordinary
Course of Business, in the amounts disclosed in Section 4.17 of the CSI
Disclosure Schedule, (c) Intercompany Advances in the Ordinary Course of
Business, and (d) the divestitures contemplated by the Closing condition
appearing at Section 8.2(e) to the extent specified in Schedule 8.2(e). Section
4.17 of the CSI Disclosure Schedule sets forth the CSI Group Advances and CSI
Group Receipts, by business, using April 23, 1999 as the end of the period
included in such definitions.

Section 4.18 Labor and Employment Matters.

     (a)  Except as set forth in Section 4.18(a) of the CSI Disclosure Schedule,
          there is no collective bargaining agreement, other labor agreement, or
          employment, severance or retention agreement to which Holding Company,
          CSI or any CSI Subsidiary is a party or by which it is bound, other
          than unwritten "at will" employment arrangements.


                                       28
<PAGE>   29



     (b)  Except as set forth in Section 4.18(b) of the CSI Disclosure Schedule,
          (i) no labor union or organization has been certified or recognized as
          a representative of any employees of Holding Company, CSI or any CSI
          Subsidiary, (ii) to CSI's Knowledge, there are no current or
          threatened organizational activities or demands for recognition by a
          labor organization seeking to represent employees of Holding Company,
          CSI or any CSI Subsidiary, labor strikes, arbitrations or labor
          grievances or difficulties, except where no CSI Material Adverse
          Effect would be reasonably likely to result, (iii) to CSI's Knowledge
          no such activities have occurred during the past twelve months, and
          (iv) to CSI's Knowledge, none of Holding Company, CSI or any CSI
          Subsidiary has committed any material unfair labor practice in the
          past year.

     (c)  As of the date hereof, to CSI's Knowledge, no executive or key
          employee of CSI has given notice that he or she plans to terminate
          employment with CSI during the next twelve months. As used in the
          preceding sentence, "key employee" means Peter Woog, all employees who
          report directly to Peter Woog and all employees who report directly to
          the direct reports of Peter Woog.

     (d)  As of April 21, 1999, Section 4.18(d) of the CSI Disclosure Schedule
          lists all employees of Holding Company, CSI or any CSI Subsidiary who
          were not then at work because of extended illness, disability or other
          leave of absence.

Section 4.19 Insurance. Section 4.19 of the CSI Disclosure Schedule sets forth
all of Holding Company's and CSI's material insurance contracts. To CSI's
Knowledge, there is no pending or threatened termination or cancellation,
coverage limitation or reduction, or material premium increase with respect to
any such policy.

Section 4.20 Intellectual Property.

     (a)  The CSI Subsidiaries neither own nor use any material Intellectual
          Property.

     (b)  To the actual knowledge of Peter Woog, Bill Duckworth and Bob
          Schwartz, except as set forth in Section 4.20(b) of the CSI Disclosure
          Schedule, neither Holding Company nor CSI has interfered with,
          infringed upon, misappropriated, or violated any material Intellectual
          Property rights of third parties in any material respect, and neither
          Holding Company nor CSI has received any complaint, claim, demand, or
          notice alleging any such interference, infringement, misappropriation,
          or violation. To CSI's Knowledge, except as set forth on Section
          4.20(b) of the CSI Disclosure Schedule, no third party has interfered
          with, infringed upon, misappropriated, or otherwise come into conflict
          with any material Intellectual Prop-

                                       29

<PAGE>   30


          erty rights of Holding Company or CSI in any material respect.

     (c)  Section 4.20(c) of the CSI Disclosure Schedule contains a complete and
          accurate list of all patents, patent applications, and registrations
          and applications for registration of trademarks, service marks, trade
          names, industrial designs, copyrights, mask works, trade dress and
          domain names owned (or, in the case of applications, submitted) by
          Holding Company or CSI and used by Holding Company or CSI in the
          conduct of their business, and identifies each material license,
          sublicense, agreement, or other permission which Holding Company or
          CSI has granted to any third party with respect to any of its owned
          Intellectual Property. Holding Company or CSI has delivered or made
          available to Belden correct and complete copies of all such patents,
          patent applications, registrations, applications, licenses,
          sublicenses, agreements and permissions (as amended to date). With
          respect to each such item of owned Intellectual Property, except as
          set forth in Section 4.20(c)(i) of the CSI Disclosure Schedule:

          (i)  Holding Company or CSI, as the case may be, possesses all right,
               title, and interest in and to the item, free and clear of any
               Security Interest, license, or other restriction;

          (ii) the item is not subject to any outstanding injunction, judgment,
               judicial order, judicial decree, or judicial ruling; and

         (iii) no action, suit, judicial proceeding, judicial hearing,
               complaint, claim, or demand is pending or, to CSI's Knowledge, is
               threatened which challenges the legality, validity,
               enforceability, use, or ownership of the item.

     (d)  Section 4.20(d) of the CSI Disclosure Schedule identifies each
          material license, sublicense, agreement, or other permission
          pertaining to Intellectual Property that any third party owns and that
          Holding Company or CSI uses in the operation of its business. Holding
          Company or CSI has delivered or made available to Belden correct and
          complete copies of all such licenses, sublicenses, agreements, and
          permissions (as amended to date). Except as set forth in Section
          4.20(d)(i) of the CSI Disclosure Schedule, with respect to each
          license, sublicense, agreement or other permission required to be
          identified in Section 4.20(d) of the CSI Disclosure Schedule, and with
          respect to the SAP Software License:

          (i)  to CSI's Knowledge, the license, sublicense, agreement, or
               permission is legal, valid, binding, enforceable, and in full
               force and effect in all material respects;

                                       30

<PAGE>   31



          (ii) to CSI's Knowledge, no party to the license, sublicense,
               agreement, or permission is in material breach or default, and no
               event has occurred which with notice or lapse of time would
               constitute a material breach or default or permit termination,
               modification, or acceleration thereunder; and

         (iii) neither Holding Company nor CSI has granted any sublicense or
               similar right with respect to the license, sublicense, agreement,
               or permission.

Section 4.21 Inventory. To CSI's Knowledge, as of the date hereof, CSI's
inventory, net of reserves, on the March 28, 1999 balance sheet included in the
Financial Statements is presented fairly on such balance sheet in accordance
with generally accepted accounting principles and consists of raw materials,
work in process, and finished goods.

Section 4.22 Notes and Accounts Receivable. To CSI's Knowledge, as of the date
hereof, the notes and accounts receivable net of reserves for bad debts, as set
out in the March 28, 1999 balance sheet included in the Financial Statements,
are presented fairly on such balance sheet in accordance with generally accepted
accounting principles.

Section 4.23 Product Warranty. To CSI's Knowledge, as of the date hereof, the
warranty reserve reflected in the March 28, 1999 balance sheet included in the
Financial Statements is presented fairly on such balance sheet in accordance
with generally accepted accounting principles. Section 4.23 of the CSI
Disclosure Schedule includes copies of the standard terms and conditions of sale
or lease for Holding Company's or CSI's business (containing applicable
guaranty, warranty, and indemnity provisions).

Section 4.24 Product Liability. Except as described in Section 4.24 of the CSI
Disclosure Schedule, to CSI's Knowledge, as of the date hereof, none of Holding
Company, CSI or CSI Subsidiary has received notice of any material liability
arising out of any injury to individuals or damage to property as a result of
the ownership, possession, or use of any product manufactured, sold, leased, or
delivered by such parties, which is not covered by insurance (except for any
deductible). To CSI's Knowledge, neither Holding Company, CSI nor its
Subsidiaries has been served in the past with any action or suit alleging
exposure to asbestos-containing products, nor are any such actions or suits
pending or threatened.

Section 4.25 Customers. As of the date hereof, to CSI's Knowledge, no material
customer of CSI's business has notified CSI that it intends to stop purchasing
products of CSI's business as a result of the completion of the transactions
contemplated by this Agreement.

Section 4.26 Bank Accounts; Affiliates. Section 4.26 of the CSI Disclosure
Schedule lists the name and address of each bank in which Holding Company, CSI
or a CSI Subsidiary has an ac-


                                       31
<PAGE>   32


count or safe deposit box, the number of such accounts or deposit boxes, and the
names of all Persons authorized to draw thereon or to have access to. To the
extent not otherwise listed in Section 4.17 of the CSI Disclosure Schedule,
Section 4.26 of the CSI Disclosure Schedule also lists all services which CSH or
its Affiliates (other than Holding Company, CSI or any CSI Subsidiary) presently
provides to Holding Company, CSI or any CSI Subsidiary, or vice versa.

Section 4.27 Prepayment Amount. The Prepayment Amount constitutes the proceeds
realized from the sale of the IPC shares less $44,643 in fees associated with
such sale, of which proceeds $15,996,647 was paid on account of principal,
interest and breakage fees of Funded Debt under the CSI Credit Agreement. No
additional fees or charges beyond $44,643 have been paid or are payable by
Holding Company, CSI or any CSI Subsidiary in connection with the sale of the
IPC shares.

Section 4.28 Trade Payables. As of the Closing Date, trade payables of Holding
Company, CSI and the CSI Subsidiaries which are overdue by more than 45 days do
not exceed $100,000 in the aggregate (except for items disputed in good faith).


                                    ARTICLE V
                    REPRESENTATIONS AND WARRANTIES OF BELDEN

Belden represents and warrants to the Shareholders that the statements contained
in this Article V are true and correct as of the date of this Agreement, except
as set forth in the Belden Disclosure Schedule attached to this Agreement (the
"Belden Disclosure Schedule"). The Belden Disclosure Schedule will be arranged
in paragraphs corresponding to the numbered paragraphs contained in this Article
V.

Section 5.1 Organization. Belden and Merger Sub are each a corporation duly
organized, validly existing and in good standing under the laws of Delaware and
each has all requisite corporate power and authority to own, lease and operate
its properties and assets and to carry on its business as now being conducted.

Section 5.2 Authority; Enforceability. Each of Belden and Merger Sub has the
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated on its part hereby. The execution and
delivery by Belden and Merger Sub of this Agreement and the consummation by
Belden and Merger Sub of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Belden and Merger
Sub. No other corporate proceedings on the part of Belden or Merger Sub are
necessary to authorize the execution and delivery of this Agreement and the
consummation by Belden and Merger Sub of the transactions contemplated hereby or
the performance of their obligations hereunder. This Agreement has been duly
executed and delivered by Belden and Merger Sub and is a valid and binding
agreement of Belden and Merger Sub, enforceable against Belden and


                                       32

<PAGE>   33


Merger Sub in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency or other similar laws relating to or affecting
creditors' rights generally and by general equity principles.

Section 5.3 Non-Contravention. Except as set forth in Section 5.3 of the Belden
Disclosure Schedule, the execution and delivery by each of Belden and Merger Sub
of this Agreement does not, and the consummation of the transactions
contemplated hereby and the performance of the obligations which it is obligated
to perform hereunder will not, (a) violate any provision of the Certificate of
Incorporation or By-Laws of Belden or Merger Sub or (b) subject to the approvals
required as set forth in Section 5.4, violate or conflict with any applicable
law or legal restriction to which Belden or Merger Sub is subject which would
prevent or significantly restrict or delay the consummation of the transactions
contemplated hereby.

Section 5.4 Consents. Except for filings under the HSR Act, and as set forth in
Section 5.4 of the Belden Disclosure Schedule, no Consent which has not been
obtained or made is required for or in connection with the execution and
delivery of this Agreement by Belden and Merger Sub and the consummation by such
Parties of the transactions contemplated hereby and the performance by such
Parties of their obligations hereunder, other than those Consents, the failure
of which to obtain, individually or in the aggregate, would not be reasonably
likely to have a Belden Material Adverse Effect.

Section 5.5 Disputes with Lucent. To the actual knowledge of the officers of
Belden, there is no dispute with Lucent Technologies or its predecessor business
unit with AT&T Corp. that would be reasonably likely to have a Belden Material
Adverse Effect.

                                   ARTICLE VI
                              PRE-CLOSING COVENANTS

Section 6.1 General. Except as otherwise provided, each Party will, acting
diligently and in good faith, use commercially reasonable efforts to take all
action and to do all things necessary, proper or advisable to consummate the
transactions contemplated by this Agreement (including satisfying the closing
conditions set forth in Article VIII below).

Section 6.2 Conduct of Business by CSI; Transfers of Shares. (i) Except as
disclosed in Section 6.2 of the CSI Disclosure Schedule, during the period from
the date hereof to the Closing Date, Holding Company agrees to cause the
business of Holding Company, CSI and the CSI Subsidiaries to be operated in the
Ordinary Course of Business. Except as disclosed in Section 6.2 of the CSI
Disclosure Schedule, without limiting the generality of the foregoing, during
the period from the date hereof to the Closing Date, without the prior written
consent of Belden:


                                       33
<PAGE>   34



     (a)  Holding Company will not permit Holding Company, CSI or any CSI
          Subsidiary to engage in any matter described in Section 4.10 (a)-(s)
          other than with respect to items under sub-parts (c), (d), (e), (l)
          and any commitments or agreements under sub-part (s) with respect to
          the foregoing sub-parts (c), (d), (e) or (l) (it being understood that
          Belden may not unreasonably withhold its consent with respect to item
          (j));

     (b)  Holding Company will use commercially reasonable efforts to cause (i)
          the business of CSI and the CSI Subsidiaries to remain intact and to
          keep available to Belden the opportunity to retain the services of the
          present employees of CSI and the CSI Subsidiaries and (ii) the
          goodwill of the customers of CSI and the CSI Subsidiaries and others
          having business relations with CSI and the CSI Subsidiaries to be
          preserved; and

     (c)  Holding Company will cause Holding Company, CSI and the CSI
          Subsidiaries to use commercially reasonable efforts to comply with all
          legal requirements applicable to them and to the conduct of their
          respective businesses except to the extent the failure to comply would
          not be reasonably likely to have, individually or in the aggregate, a
          CSI Material Adverse Effect.

(ii) CSH and each of the other Holding Company shareholders agrees that during
the period from the date hereof to the Closing Date, it will not transfer or
sell, or permit a Security Interest to attach to, any of the Shares owned by it,
except for involuntary transfers and liens by individual shareholders.

(iii) Holding Company agrees that during the period from the date hereof to the
Closing Date, it will not (a) issue any Holding Company capital stock other than
Additional Option/Warrant Shares issued to Ultimate Owners up to a maximum
amount of 57,366.666 shares of Holding Class A Common Stock or Holding Class B
Common Stock; (b) issue or amend the terms or conditions of any Options,
Warrants or preferred stock; or (c) permit CSI or any CSI Subsidiary to issue
any capital stock.

Section 6.3 Investigation. Holding Company shall afford to Belden's officers,
employees, accountants, counsel and other authorized representatives reasonable
access during normal business hours throughout the period prior to the Closing
Date or the date of termination of this Agreement, to Holding Company's, CSI's
and the CSI Subsidiaries' properties, contracts, commitments, books and records
and any report, schedule or other document filed or received by it during such
period, and shall use its reasonable best efforts to cause its representatives
to furnish promptly to Belden's representatives such additional financial and
operating data and other information as to Holding Company's, CSI's and the CSI
Subsidiaries' businesses and properties as


                                       34
<PAGE>   35


Belden or its duly authorized representatives may from time to time reasonably
request in writing; provided, however, that (i) nothing herein shall require CSH
or any of its Affiliates to disclose any information to Belden if such
disclosure would cause competitive harm to such disclosing party (in such
party's reasonable judgment) or its Affiliates if the transactions contemplated
by this Agreement are not consummated, or would be in violation of applicable
laws or regulations of any governmental entity and (ii) nothing herein shall be
deemed to permit Belden or its representatives to conduct any environmental
sampling or testing on the properties of Holding Company, CSI or any CSI
Subsidiary without Holding Company's prior written consent. Belden will hold any
such information which is nonpublic in confidence in accordance with the
provisions of the Confidentiality Agreement between Belden and Holding Company,
dated as of November 10, 1998 (the "Confidentiality Agreement").

Section 6.4 Approvals and Consents; Cooperation; Notification.

     (a)  The Parties hereto shall use their respective reasonable best efforts,
          and cooperate with each other, to obtain as promptly as practicable
          all governmental and third party authorizations, approvals, consents
          or waivers required in order to consummate the transactions
          contemplated by this Agreement.

     (b)  The Parties shall take all actions necessary to file as soon as
          practicable all notifications, filings and other documents required to
          obtain all governmental authorizations, approvals, consents or
          waivers, including, without limitation, under the HSR Act, and to
          respond as promptly as practicable to any inquiries received from the
          U.S. Federal Trade Commission, the Antitrust Division of the U.S.
          Department of Justice and any other governmental entity for additional
          information or documentation and to respond as promptly as practicable
          to all inquiries and requests received from any State Attorney General
          or other governmental entity in connection therewith.

     (c)  Each Party shall promptly inform the others of any material
          communication from the U.S. Federal Trade Commission, the U.S.
          Department of Justice or any other government authority regarding any
          of the transactions contemplated hereby. Each Party will advise the
          others promptly in respect of any understandings, undertakings or
          agreements (oral or written) which such Party proposes to make or
          enter into with the U.S. Federal Trade Commission, the U.S. Department
          of Justice or any other government authority in connection with the
          transactions contemplated hereby.

Section 6.5 Exclusivity.

     (a)  Throughout the period beginning on the date hereof and ending on the
          earlier of the Closing Date and the date of termination of this
          Agreement, except for the

                                       35

<PAGE>   36


          LoDan, gComData and Minor Subsidiaries divestitures pursuant to
          Schedule 8.2(e), CVC and CSH will not (and will cause their Affiliates
          not to) (i) solicit, initiate or encourage the submission of any
          proposal or offer from any Person other than Belden relating to any
          (A) liquidation, dissolution or recapitalization, (B) merger or
          consolidation, (C) acquisition or purchase of a substantial portion of
          the assets, or (D) similar transaction or business combination
          involving CSI's business or (ii) participate in any discussions or
          negotiations regarding, furnish any information with respect to,
          assist or participate in, or facilitate in any other manner any effort
          or attempt by any Person other than Belden to do or seek any of the
          foregoing.

     (b)  Throughout the period beginning on the date hereof and ending on the
          earlier of the Closing Date and the date of the termination of this
          Agreement, subject to the fiduciary obligations imposed by Delaware
          law on its Board of Directors and officers, Belden will not (and will
          cause its Affiliates not to) (i) solicit, initiate or encourage the
          submission of any proposal or offer from, or engage in any discussions
          with, any Person relating to the acquisition (by merger, consolidation
          or other business combination transaction) of all or substantially all
          of the assets or a majority of the stock of General Cable, Superior
          Cable or Cable Design Technologies or, except to defend against a
          hostile takeover attempt, the acquisition of Belden or substantially
          all of its assets by any such Person or (ii) participate in or
          facilitate in any other manner any effort or attempt by any such
          Person to do or seek any of the foregoing.

Section 6.6 Certain Closing Conditions. Holding Company will cause the Closing
conditions appearing at Sections 8.2(e), (f) and (i) to be satisfied at Closing.


                                   ARTICLE VII
                             POST-CLOSING COVENANTS

Section 7.1 Public Announcements. No Party shall issue any press release or make
any public announcement (including filings with the Securities and Exchange
Commission or the New York Stock Exchange) relating to the subject matter of
this Agreement and the transactions contemplated hereby without the prior
written consent of the other Parties; provided, however, that any Party may make
any public disclosure that is required by applicable law or any stock exchange
rule or regulation, if such disclosing Party uses commercially reasonable
efforts to provide to the

                                       36

<PAGE>   37


other Parties prior to such public disclosure (i) advance notice of the proposed
disclosure and (ii) draft copies of the proposed disclosure, and such disclosing
Party reasonably accommodates the other Parties' comments to such disclosure.

Section 7.2 Expenses. All out-of-pocket transaction costs and expenses
("Transaction Expenses") incurred by Belden or its Affiliates in connection with
this Agreement and the transactions contemplated hereby, whether or not this
Agreement is consummated, shall be paid by Belden, and all Transaction Expenses
incurred by CSH, CSI, Holding Company, CVC, the other Ultimate Owners, or their
Affiliates, in connection with this Agreement and the transactions contemplated
hereby, whether or not this Agreement is consummated, shall be paid by CSH, CVC
and the other Ultimate Owners as such Parties may agree; provided that CSI shall
pay all legal fees and related expenses which CSI or Holding Company incurs in
connection with this Agreement after November 10, 1998 (the date of the
Confidentiality Agreement between Belden and Holding Company) up to an aggregate
amount not to exceed $250,000. Belden shall be solely responsible for any
payments required to be made to Goldman, Sachs & Company, whom Belden has
engaged in connection with the transactions contemplated by this Agreement.
Nothing in this Section 7.2 is intended to limit the rights of the Parties
hereto under Section 9.2.

Section 7.3 Employment Matters.

     (a)  Belden agrees that individuals who are employed by Holding Company,
          CSI or any CSI Subsidiary immediately prior to the Closing Date shall
          remain employees, immediately following the Closing, of Holding
          Company, CSI or such CSI Subsidiary, as the case may be (each such
          employee, an "Affected Employee"). However, nothing in this Section
          7.3 (a) shall limit or otherwise restrict the ability of Holding
          Company, CSI or their Affiliates to terminate, lay-off or reduce the
          work hours with respect to the employment of any Affected Employees
          following their initial continued employment following the Closing,
          subject to Section 7.3(c), applicable law and any collective
          bargaining agreement.

     (b)  Belden will honor the Plans in accordance with their terms as in
          effect on the date of this Agreement, subject to its right to
          terminate or modify the Plans in accordance with applicable law and
          the terms of the Plans. Further, Belden guaranties to those CSI
          employees who are beneficiaries or participants under the Cable
          Systems Holding Company Benefits Protection Trust Agreement the
          payment and performance of all obligations of CSI and Holding Company
          with respect to the "Plans" as defined in such Trust Agreement.

     (c)  Belden shall honor the obligations of Holding Company or CSI under any
          severance agreement, retention agreement, employment agreement or any
          severance or retention provision of any employment agreement set forth
          in Section 4.18 of the Disclosure Schedule.



                                       37
<PAGE>   38



     (d)  Belden acknowledges that Peter Woog and Bruce Burkett may,
          notwithstanding the terms of their employment agreements with Holding
          Company and CSI, continue to be involved in other activities on behalf
          of Citicorp such as LoDan, gComData and possibly other CVC portfolio
          companies, provided that such activities do not materially impair
          their ability to perform any employment responsibilities for Holding
          Company, CSI or the CSI Subsidiaries.

Section 7.4 General. In case at any time after the Closing any further action is
necessary or desirable to carry out the purposes of this Agreement, any of the
Parties will take such further action (including the execution and delivery of
such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under Article X below).
CSH, CVC and the other Ultimate Owners acknowledge and agree that from and after
the Closing, Belden will be entitled to possession of all documents, books,
records, agreements and financial data of Holding Company, CSI and the CSI
Subsidiaries.

Section 7.5 Litigation Support. In the event and for so long as any Party
actively is contesting or defending against any charge, complaint, action, suit,
proceeding, hearing, investigation, claim or demand in connection with (i) any
transaction contemplated under this Agreement or (ii) any fact, situation,
circumstance, status, condition, activity, practice, plan, occurrence, event,
incident, action, failure to act or transaction on or prior to the Closing
involving Holding Company, CSI or the CSI Subsidiaries, each of the other
Parties will reasonably cooperate with such Party in the contest or defense,
make available its personnel and provide such testimony and access to its books
and records as shall be necessary in connection with the contest or defense, all
at the sole cost and expense of the contesting or defending Party (unless the
contesting or defending Party is entitled to indemnification therefor under
Article X below).

Section 7.6 Confidentiality. CSH, CVC, the other Ultimate Owners and their
Affiliates (collectively, "the CSH Group") will treat and hold as such all
confidential information of Holding Company, CSI or the CSI Subsidiaries, and
refrain from using any of such confidential information except in connection
with this Agreement. In the event that any of the CSH Group is requested or
required (by oral question or request for information or documents in any legal
proceeding, interrogatory, subpoena, civil investigative demand or similar
process) to disclose any such confidential information, the CSH Group will use
reasonable efforts to notify Belden promptly of the request or requirement so
that Belden may seek an appropriate protective order or waive compliance with
the provisions of this Section 7.6. The foregoing provisions shall not apply to
any confidential information which is generally available to the public
immediately prior to the time of disclosure.

Section 7.7 Consents. As soon as practicable after the execution of this
Agreement, Holding


                                       38

<PAGE>   39


Company will make commercially reasonable efforts (not including the payment of
money unless Belden gives its prior written consent) to obtain the consents and
agreements of all parties necessary to authorize, approve, or permit the
continuing full effectiveness and enforceability of each material contract or
agreement of Holding Company, CSI or any CSI Subsidiary that requires such
consent or agreement as a condition to remaining in effect as a result of, or
becomes terminable or terminates as a result of, the transactions contemplated
hereby. After the Closing, CVC will continue to make such commercially
reasonable efforts to the extent it was instrumental in securing or maintaining
the contract or agreement to which the consent or agreement relates.

Section 7.8 Ultimate Owner List. At Closing, each Ultimate Owner will furnish
Belden with its name and address. Each Ultimate Owner will provide prompt notice
to Belden of any change of address.

Section 7.9 D&O Insurance. At Closing, Belden will furnish the Ultimate Owner
Representative with a copy of its "D&O" Insurance policy.

Section 7.10 Intercompany Advances. Holding Company will not permit any
Intercompany Advances to be made after the close of business on the business day
before Closing. As of the Closing and upon payment of the Equity Payment by
Belden pursuant to Section 3.2, all liabilities and obligations arising from
Intercompany Advances that were made before the close of business on the
business day before Closing are to be deemed settled and discharged in full,
except for intercompany debt of LoDan that is transferred as provided by
Schedule 8.2(e). Holding Company will provide to Belden on the business day
before Closing a schedule showing the CSI Group Advances and CSI Group Receipts,
in reasonable detail.

Section 7.11 Notice Requirement for Liquidation. CVC agrees that for a period of
five years after the Closing Date, it will not liquidate, dissolve, wind up its
affairs or voluntarily file for bankruptcy or bankruptcy reorganization unless
it shall have given Belden thirty (30) days' prior written notice of any such
action, so as to enable Belden to protect its rights hereunder.


                                  ARTICLE VIII
                    CONDITIONS TO CONSUMMATION OF THE MERGER

Section 8.1 Conditions to Each Party's Obligations to Effect the Merger. The
respective obligations of each Party to effect the transactions contemplated by
this Agreement are subject to the satisfaction or, where permissible, waiver at
or prior to the Closing, of each of the following conditions:

     (a)  none of Holding Company, CSI, any CSI Subsidiary, Belden or Merger Sub
          shall be subject to any effective order, decree, ruling or other
          action of a court of com-

                                       39

<PAGE>   40


          petent jurisdiction which restrains, delays or otherwise prohibits the
          transactions contemplated by this Agreement;

     (b)  the Escrow Agreement shall have been signed by all parties thereto;
          and

     (c)  any waiting period applicable to the consummation of this Agreement
          under the HSR Act and all applicable pre-merger laws of other
          countries shall have expired or been terminated.


Section 8.2 Conditions to the Obligations of Belden and Merger Sub to Effect the
Merger. The obligations of Belden and Merger Sub to effect the transactions
contemplated by this Agreement shall be subject to the fulfillment at or prior
to the Closing of each of the following conditions:

     (a)  The representations and warranties of Holding Company set forth in
          this Agreement, without taking into account any qualifications as to
          materiality contained in such representations and warranties, shall be
          true and correct when made (other than the representation and warranty
          set out in Section 4.28 which shall be true and correct as of the
          Closing Date) and as of the Closing Date (other than any
          representations or warranties set out in Sections 4.13(c), 4.18(c),
          4.18(d), 4.21, 4.22, 4.25, the fourth sentence of 4.3, the first
          sentence of 4.23 and the first sentence of 4.24, which shall be true
          and correct as of the date of this Agreement (or in the case of
          Section 4.18(d) as of the date indicated), and in Section 4.6 and
          4.27, which are addressed in Section 8.2(b) below), and Holding
          Company, CSH, CVC and the other Ultimate Owners shall have performed
          the obligations to be performed by each under this Agreement prior to
          the Closing Date (other than the obligations under Section 6.2(ii) and
          (iii) which are addressed in Section 8.2(b) below), except where the
          failure to be so true and correct, and all failures to perform and
          comply with such obligations (without taking into account any
          qualifications as to materiality contained in such representations,
          warranties, covenants and agreements), would not be reasonably likely
          to have, individually or in the aggregate, a CSI Material Adverse
          Effect, and provided that Holding Company shall not be deemed to be in
          breach of any of such representations or warranties for purposes of
          this Section 8.2(a) by taking any action expressly disclosed in
          Section 6.2 of the CSI Disclosure Schedule.

     (b)  The representations and warranties of Holding Company set forth in
          Sections 4.6 and 4.27 shall be true and correct when made and as of
          the Closing Date, except to the extent the representations and
          warranties in Section 4.6 are made as of a specific date, which shall
          be true and correct as of such date, and Holding Company, CSH, CVC and
          the other Ultimate Owners shall be in compliance with Sec-

                                       40

<PAGE>   41


          tion 6.2(ii) and (iii) prior to the Closing Date.

     (c)  Belden shall have received a certificate to the effect that the
          conditions set forth in Sections 8.2(a), 8.2(b), 8.2(e) and 8.2(f)
          have been satisfied, and except for changes resulting from taking any
          action expressly disclosed in Section 6.2 of the CSI Disclosure
          Schedule, that the representations and warranties of Holding Company
          set forth in this Agreement are true and correct as of the Closing
          Date, other than to the extent any representations or warranties set
          out in Sections 4.3, 4.6, 4.13(c), 4.18(c), 4.18(d), 4.21, 4.22, 4.23,
          4.24 and 4.25 are limited to the date hereof or for Sections 4.6(i)
          and 4.18(d) to another specific date, signed on behalf of Holding
          Company by an officer of Holding Company (the "Closing Certificate").
          Any information delivered by Holding Company to Belden prior to the
          Closing Date for attachment to the CSI Disclosure Schedule to bring
          down the representations and warranties contained herein to reflect
          changes or events that occur after the date hereof shall supplement or
          update the CSI Disclosure Schedule, but solely for determining if any
          representation or warranty set forth in this Agreement is true and
          correct as of the Closing Date for purposes of the closing condition
          in this Section 8.2(c) and for purposes of Belden's ability to seek
          indemnification under Article X based on the Closing Certificate (it
          being understood that the supplemented or updated CSI Disclosure
          Schedule shall not be used for determining if any representation or
          warranty set forth in this Agreement shall have been true and correct
          on the date hereof, and further that the updating or supplementing of
          the CSI Disclosure Schedule shall not limit or affect Belden's rights
          under the closing conditions contained in Section 8.2(a)).

     (d)  Belden shall have received an opinion from Dechert Price & Rhoads,
          counsel to Holding Company, in the form attached as Schedule 8.2(d).

     (e)  Holding Company and CSI shall have completed the transactions to
          divest LoDan, gComData and the Minor Subsidiaries (it being understood
          that any transaction in connection with matters noted in this
          condition shall be substantially in accordance with the transactions
          described in Schedule 8.2(e) or as otherwise agreed in advance by
          Belden, which approval shall not be unreasonably withheld).

     (f)  Holding Company, CSI and the CSI Subsidiaries shall not have any
          liability or obligation for Funded Debt at Closing other than under
          the CSI Credit Agreement or with respect to the JSD.

     (g)  CSH shall have provided written evidence reasonably satisfactory to
          Belden of the CSI Credit Agreement Releases being signed and ready to
          deliver to Belden at Closing upon payment of the amounts under the CSI
          Credit Agreement pursuant

                                       41

<PAGE>   42


          to clause (i) of Section 3.4, and Belden shall have received a
          customary letter from the Lenders under the CSI Credit Agreement
          containing payoff amounts and reasonable assurance covenants in favor
          of Belden.

     (h)  Belden shall have received, at least one business day prior to the
          Closing Date, a certificate signed on behalf of Holding Company by an
          officer of Holding Company certifying the amount of the payments to be
          made by Belden under each of clauses (ii) and (iii) of Section 3.4 at
          Closing.

     (i)  The Equity Payment shall be greater than $2,500,000, and the Per
          Option/Warrant Amount for each Option or Warrant outstanding
          immediately prior to the Closing Date shall be a positive number.

     (j)  No shareholder of Holding Company shall have asserted any dissenter's
          rights under the DGCL.

Section 8.3 Conditions to the Obligations of Holding Company to Effect the
Merger. The obligations of the Holding Company to effect the transactions
contemplated by this Agreement shall be subject to the fulfillment at or prior
to the Closing of each of the following conditions:

     (a)  The representations and warranties of Belden set forth in this
          Agreement (without taking into account any qualifications as to
          materiality contained in such representations and warranties) shall be
          true and correct when made and as of the Closing Date, and Belden and
          Merger Sub shall have performed the obligations to be performed by
          each under this Agreement prior to the Closing Date, except where the
          failure to be so true and correct, and all failures to perform and
          comply with such obligations (without taking into account any
          qualifications as to materiality contained in such representations,
          warranties, covenants and agreements), would not be reasonably likely
          to have, individually or in the aggregate, a Belden Material Adverse
          Effect.

     (b)  CSH shall have received a certificate to the effect that the
          conditions set forth in the foregoing clause (a) have been satisfied,
          signed by an officer of Belden.

     (c)  CSH shall have received an opinion from Kevin Bloomfield, General
          Counsel of Belden, in form attached as Schedule 8.3(c).


                                       42

<PAGE>   43



                                   ARTICLE IX
                          TERMINATION; NON-CONSUMMATION

Section 9.1 Termination. This Agreement may be terminated at any time prior to
the Closing:

     (a)  by mutual agreement of all of the Parties;

     (b)  by CVC or Belden upon notice given to the other in the event that the
          other shall, contrary to the terms of this Agreement, fail or refuse
          to consummate the transactions contemplated hereby or to otherwise be
          in material breach of this Agreement, after affording such defaulting
          party a thirty-day period after notice in which to cure;

     (c)  by CVC or Belden upon notice given to the other if the Closing shall
          not have taken place on or before 90 days after the date hereof (or
          such later date as CVC and Belden shall have agreed); provided that
          the failure of the Closing to occur on or before such date is not the
          result of the breach of the covenants, agreements, representations or
          warranties hereunder of the Party seeking such termination, and
          provided further that if the Closing has not taken place due solely to
          the fact that the waiting period under the HSR Act shall not have
          expired or been terminated, the 90 days referred to above may be
          extended at the option of either CVC or Belden for an additional 60
          days; or

     (d)  by CVC or Belden upon written notice to the other party if any court
          or governmental authority of competent jurisdiction shall have issued
          a permanent order enjoining or otherwise prohibiting the transactions
          contemplated by this Agreement and such order shall have become final
          and nonappealable.

Section 9.2 Effect of Termination. In the event of the termination of this
Agreement as provided in Section 9.1, this Agreement shall forthwith become
wholly void and of no further force and effect and, other than in the event of a
termination pursuant to Section 9.1(b), there shall be no liability on the part
of any of the Parties hereto or their respective officers or directors. In the
event of the termination of this Agreement pursuant to Section 9.1(b) on account
of a willful breach of this Agreement, the terminating Party shall be
indemnified by the other Party for any or all damages, costs and expenses
sustained or incurred as a result of such willful breach. The terms of this
Agreement shall survive any such termination. The terms of the Confidentiality
Agreement between Belden and Holding Company, dated November 10, 1998, shall
survive according to the terms contained therein, notwithstanding the
termination of this Agreement.

                                    ARTICLE X
                  SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

Section 10.1 Survival of Representations, Warranties and Agreements.


                                       43

<PAGE>   44



     (a)  The representations and warranties of Holding Company and Belden made
          in this Agreement shall survive the Closing and continue in effect
          until (i) for the representations and warranties in Section 4.14, the
          expiration of the applicable statute of limitations, including any
          extension, waiver or comparable consent and (ii) for all other
          representations and warranties, fifteen months after the Closing Date
          (the "Indemnity Period"). The Parties must assert any claim involving
          a breach of any representation or warranty in writing before
          expiration of the Indemnity Period, but as long as such claim is
          asserted timely, the claim will continue to be valid and assertible
          even though the Indemnity Period may subsequently expire before the
          claim is resolved.

     (b)  The covenants or agreements of CSH, Holding Company, CVC, the other
          Ultimate Owners and Belden made in this Agreement (except for such
          covenants or agreements contained in Article VI hereof ("Pre-Closing
          Covenants"), other than Section 6.2 which shall survive the Closing
          for fifteen months after the Closing Date) shall survive the Closing
          and continue in effect in accordance with their terms, or if no
          termination date for the covenant or agreement is specifically
          provided such covenant or agreement shall continue in effect and not
          terminate. Subject to the foregoing, the Parties may assert claims
          involving covenants at any time, subject to the applicable statute of
          limitations.

Section 10.2 Agreement to Indemnify by CVC and the other Ultimate Owners.

     (a)  Subject to the terms and conditions set forth herein (including
          Section 10.5), from and after the Closing, CVC shall defend, indemnify
          and hold harmless Belden, the Surviving Corporation, their Affiliates
          and their respective directors, officers, employees, controlling
          persons, agents and representatives and their successors and assigns
          (collectively, the "Belden Indemnitees") from and against all
          liability, demands, claims, actions or causes of action, assessments,
          losses, damages, costs and expenses, including, without limitation,
          reasonable attorneys' fees and expenses, and mitigation expenses
          incurred pursuant to Section 10.5(e) but excluding punitive damages
          not asserted by third parties (collectively, "Belden Damages") which
          any Belden Indemnitee incurs or is subject to as a result of or
          arising out of a breach of any representation or warranty of Holding
          Company contained in Section 4.10(a), 4.10(b)(i) or 4.14 (including as
          made at Closing pursuant to the Closing Certificate).

     (b)  Subject to the terms and conditions set forth herein (including
          Section 10.5), from and after the Closing, CVC and the other Ultimate
          Owners shall severally, according to which Party or Parties committed
          the breach (or, in the case of a breach of a representation or
          warranty, is the subject of the breach), defend, indemnify


                                       44

<PAGE>   45


          and hold harmless the Belden Indemnitees from and against all Belden
          Damages which any Belden Indemnitee incurs or is subject to as a
          result of or arising out of a breach of (i) any representation or
          warranty of Holding Company contained in the last sentence of Section
          4.2 or in Section 4.6(e) (including those made at Closing pursuant to
          the Closing Certificate) or (ii) any covenant or agreement of CSH, CVC
          or the other Ultimate Owners contained in Sections 7.1, 7.4, 7.5, 7.6
          or 7.8.

     (c)  Subject to the terms and conditions set forth herein (including
          Section 10.5), from and after the Closing, CVC and the other Ultimate
          Owners shall, in proportion to the Ultimate Ownership Percentage of
          each but regardless of which Party or Parties committed or is the
          subject of the breach, defend, indemnify and hold harmless the Belden
          Indemnitees from and against all Belden Damages which any Belden
          Indemnitee incurs or is subject to as a result of or arising out of a
          breach of (i) any representation or warranty of Holding Company
          contained in this Agreement (including those made at Closing pursuant
          to the Closing Certificate), except for any representation or warranty
          contained in Sections 4.6(e), 4.10(a), 4.10(b)(i), 4.14 or in the last
          sentence of Section 4.2 (or in the Closing Certificate insofar as it
          relates to the representations and warranties contained in the
          preceding specified Sections), or (ii) any covenant or agreement of
          Holding Company, CSH, CVC or the other Ultimate Owners contained in
          this Agreement which in accordance with this Agreement survives
          Closing, except for any covenant or agreement contained in Sections
          7.1, 7.4, 7.5, 7.6 or 7.8.

     (d)  The obligations of CVC and the other Ultimate Owners to indemnify the
          Belden Indemnitees pursuant to Section 10.2(a) and (c) (but not
          Section 10.2(b)) with respect to a breach of a representation or
          warranty as provided by Section 10.2(a) or Section 10.2(c)(i) are
          subject to the limitation that no indemnification shall be made by CVC
          or the other Ultimate Owners with respect to a breach of such a
          representation or warranty (other than those under Sections 4.6,
          4.10(a), 4.10(b)(i), 4.17 and 4.27) unless the aggregate amount of
          Belden Damages for all breaches of such representations and warranties
          exceeds one million dollars ($1,000,000) (the "Basket"), and then such
          indemnification shall cover the entire aggregate amount of the Belden
          Damages, including all amounts forming any part of the Basket.

Section 10.3 Agreement to Indemnify by Belden.

     (a)  Subject to the terms and conditions set forth herein, from and after
          the Closing, Belden shall defend, indemnify and hold harmless CSH and
          the other Shareholders and their respective directors, officers,
          employees, Affiliates, controlling persons,


                                       45

<PAGE>   46


          agents and representatives and their permitted successors and assigns
          (collectively, the "CSH Group Indemnitees") from and against all
          liability, demands, claims, actions or causes of action, assessments,
          losses, damages, costs and expenses, including, without limitation,
          reasonable attorneys' fees and expenses, and mitigation expenses
          incurred pursuant to Section 10.5(f) but excluding punitive damages
          not asserted by third parties (collectively, "CSH Group Damages")
          asserted against or incurred by any CSH Group Indemnitee as a result
          of or arising out of a breach of any (i) representation or warranty of
          Belden contained in this Agreement, or (ii) any covenant or agreement
          (which in accordance with this Agreement survives the Closing) of
          Belden contained in this Agreement.

     (b)  Notwithstanding the obligation of Belden to indemnify the CSH Group
          Indemnitees pursuant to Section 10.3(a) hereof, no indemnification
          shall be made by Belden with respect to a breach of a representation
          or warranty unless the aggregate amount of CSH Group Damages for all
          such breaches exceeds the Basket, and then such indemnification shall
          cover the entire aggregate amount of the CSH Group Damages, including
          all amounts forming any part of the Basket.

Section 10.4 Indemnification - Other Matters.

     (a)  Subject to the terms and conditions set forth herein (including
          Section 10.5), from and after the Closing, CVC shall defend, indemnify
          and hold harmless the Belden Indemnitees from and against all Belden
          Damages which any Belden Indemnitee incurs or is subject to as a
          result of or arising out of (i) any federal, state or local income Tax
          liability or Tax obligation of CVC, CSH, CSI, Holding Company, any CSI
          Subsidiary or any of their Affiliates arising from or relating to any
          period on or before September 27, 1998 except to the extent of the
          amount of any accrual on the September 27, 1998 balance sheet included
          in the Financial Statements; or (ii) any Tax liability or Tax
          obligation of CVC, CSH, CSH, CSI, Holding Company, any CSI Subsidiary
          or any of their Affiliates relating to or arising from the disposition
          of the shares, debt obligations or businesses of LoDan, IPC, gComData
          or the Minor Subsidiaries.

     (b)  Subject to the terms and conditions set forth herein (including
          Section 10.5), from and after the Closing, CVC and the other Ultimate
          Owners shall, in proportion to the Ultimate Ownership Percentage of
          each but regardless of which Party or Parties may be responsible for
          the existence of the liability or obligation, defend, indemnify and
          hold harmless the Belden Indemnitees from and against all Belden
          Damages which any Belden Indemnitee incurs or is subject to as a
          result of or arising out of any of the following matters:

                                       46

<PAGE>   47



          (i)  Any Tax liability or Tax obligation of CSI, Holding Company, or
               any of their Affiliates, whenever arising, relating to or arising
               from LoDan, IPC, gComData, the Minor Subsidiaries or their
               predecessors, other than Tax liabilities or Tax obligations
               covered by the indemnity in 10.4(a);

          (ii) Any liability or obligation (other than Tax liabilities or Tax
               obligations) of CSI, Holding Company, or any of their Affiliates,
               whenever arising, relating to or arising from LoDan, IPC,
               gComData, the Minor Subsidiaries or their predecessors;

         (iii) Any liability or obligation of Holding Company, CSI or the CSI
               Subsidiaries for any Funded Debt outstanding as of the Closing
               Date other than under the CSI Credit Agreement or with respect to
               the JSD; or

          (iv) Any liability or obligation, after Belden has made the payments
               contemplated by Article III to the extent certified by Holding
               Company in Section 8.2(h), of Holding Company, CSI or the CSI
               Subsidiaries in respect of any JSD or Holding Preferred Shares
               outstanding as of the Closing Date.

     (c)  The obligations of CVC and the other Ultimate Owners under this
          Section 10.4 shall not be subject to the Basket of Section 10.2, nor
          shall the Belden Damages arising under this Section 10.4 be counted
          towards the Basket.

Section 10.5 Limitations.

(a)  The amount of any Belden Damages or CSH Group Damages, as the case may be,
     for which indemnification is provided under this Article X shall be net of
     the following:

     (i) in the case of Section 10.2(a), but excluding claims under such Section
     10.2(a) arising from breaches of representations or warranties under
     Section 4.10(a) or Section 4.10(b)(i), the amount (but only to the extent
     of such amount) of any accrual or reserve relating to the underlying matter
     on the March 28, 1999 balance sheet included in the Financial Statements;

     (ii) any amount actually recovered by the indemnified party that is
     attributable to the indemnity claim pursuant to any indemnification by or
     indemnification agreement with any third party, including without
     limitation, as an offset to Belden Damages, any amount Belden, Holding
     Company, CSI or their Affiliates recover after Closing from Lucent
     Technologies Inc. or AT&T Corp. under any of the AT&T Contracts that is
     attributable to the indemnity claim (it being understood that Belden shall
     cause Holding Company or CSI, as the case may be, to use reasonable efforts
     to enforce the applicable terms of such


                                       47

<PAGE>   48


     agreements against such Persons);

     (iii) any insurance proceeds that are attributable to the indemnity claim
     and that are actually received by the indemnified party;

     (iv) any Tax benefit actually realized by Belden, Holding Company, CSI or
     their Affiliates after Closing that is attributable to any loss, deduction
     or credit arising on or before the Closing and that relates to IPC, LoDan,
     or gComData or is a result of, or is in connection with or arises from, the
     disposition of the shares, debt obligations or businesses of IPC, LoDan,
     gComData or the Minor Subsidiaries by Holding Company of any of its
     Affiliates;

     (v) an amount equal to the Tax benefit attributable to such Belden Damages
     or CSH Group Damages but only to the extent actually realized by Belden or
     its Affiliates or the CSH Group Indemnitees, respectively, including after
     taking into account the tax impact (other than a basis reduction) of any
     indemnification payment made or to be made hereunder; and

     (vi) any Tax benefit actually realized by Belden, Holding Company or their
     Affiliates after Closing that is attributable to any Tax benefit (net of
     any Tax detriment) in the form of refunds or credits for the taxable year
     that ended September 1998.

The Parties agree that any indemnification payment made hereunder shall be
treated as an adjustment to the Equity Payment.

(b) The aggregate liability of CVC and each of the other Ultimate Owners under
Section 10.2 (after taking into account the other limitations in this Section
10.5) shall not exceed such Ultimate Owner's Ultimate Ownership Percentage of
seventeen million five hundred thousand dollars ($17,500,000) (the "General
Cap"). Notwithstanding the foregoing, (i) the General Cap shall not apply to
claims under Section 10.2 arising from breaches of representations, warranties,
covenants or agreements under Article II, Article III, Article VII, or Sections
4.6, 4.10(a), 4.10(b)(i), 4.14, 4.17, 4.27, 11.4 or 11.11, nor to claims under
Section 10.4 (such excluded claims under such Articles and Sections being the
"Excluded Claims"), and (ii) the Belden Damages arising under the Excluded
Claims shall not be counted towards the General Cap.

(c) The aggregate liability of CVC and each of the other Ultimate Owners under
Section 10.2(a) with respect to the representations and warranties in Section
4.14 and under Sections 10.4(a) and 10.4(b)(i) (after taking into account the
other limitations in this Section 10.5) shall not exceed such Ultimate Owner's
Ultimate Ownership Percentage of fifty million dollars ($50,000,000) (the "Tax
Cap").

                                       48


<PAGE>   49

(d) The aggregate liability of Belden under Section 10.3 (after taking into
account the limitations in Section 10.5) shall not exceed seventeen million five
hundred thousand dollars ($17,500,000). Notwithstanding the foregoing, such
limitation shall not apply to claims arising under Article II, Article III,
Article VII or Section 11.4, and the CSI Group Damages arising under such
excluded claims shall not be counted towards the foregoing $17,500,000 limit.

(e) After the Closing, Belden shall take and cause its Affiliates (including
Holding Company, CSI and the CSI Subsidiaries) to take commercially reasonable
steps to mitigate any Belden Damages upon becoming aware of a claim for
indemnification under this Agreement.

(f) After the Closing, CSH and the other Shareholders shall take and cause their
Affiliates to take commercially reasonable steps to mitigate any CSH Group
Damages upon becoming aware of a claim for indemnification under this Agreement.

(g) Each Party agrees that its exclusive remedy after the Closing with respect
to any claims arising under or relating to this Agreement and the transactions
provided for herein or contemplated hereby, other than claims involving fraud,
shall be pursuant to the indemnification provisions contained in this Article X.
Each Party waives, from and after the Closing, any claim of any kind or nature
that it or its Affiliates (determined after the Closing) may have against the
other Parties with respect to matters involving or relating to Holding Company,
CSI and the CSI Subsidiaries or to this Agreement and the transactions provided
for herein or contemplated hereby, except for claims asserted pursuant to the
indemnity provisions contained in this Article X and claims involving fraud.

(h) An indemnifying party, in its sole discretion, may require any indemnified
party to grant an assignment of the right of an indemnified party (to the extent
such rights are assignable and their assignment does not otherwise prejudice the
indemnified party) to assert a claim against any Collateral Source. "Collateral
Source" means the sources noted in subparts (ii) and (iii) of Section 10.5(a)
above. In the event of such assignment, such indemnifying party will pursue such
claim at its own expense.

Section 10.6 Procedures. The obligations of the indemnifying parties under this
Article X to indemnify the indemnified parties with respect to Belden Damages or
CSH Group Damages, as the case may be, resulting from the assertion of liability
by third parties, including any proposed audit adjustment with respect to any
Tax (a "Claim"), will be subject to the following terms and conditions:

     (a)  An indemnitee against whom any Claim is asserted will give the
          indemnifying party or parties, as the case may be, written notice of
          any such Claim promptly after learning of such Claim, and each
          indemnifying party may at its option undertake the defense thereof (or
          in the case of an audit with respect to Taxes, un-


                                       49

<PAGE>   50


          dertake to control the audit) by representatives of its own choosing.
          Failure to give prompt notice of a Claim hereunder shall not affect
          the obligations of the indemnifying party or parties, as the case may
          be, under this Article X except to the extent an indemnifying party is
          actually prejudiced by such failure to give prompt notice. If an
          indemnifying party within 30 days after notice of any such Claim, or
          such shorter period as is reasonably required, fails to assume the
          defense of such Claim, the indemnitee against whom such Claim has been
          made will (upon further notice to the indemnifying party) have the
          right to undertake the defense, compromise or settlement of such Claim
          on behalf of and for the account and risk, and at the expense, of the
          indemnifying party or parties, as the case may be, subject to the
          right of each indemnifying party to assume the defense of such Claim
          at any time prior to settlement, compromise or final determination
          thereof. In connection with the handling and disposition of any Claim,
          the parties agree to use their reasonable best efforts to cooperate
          and consult with each other to the extent practicable in order to
          mitigate any CSH Group Damages or Belden Damages which may arise from
          any such Claim. Without limiting the generality of the foregoing, all
          the Parties shall cooperate in the defense or prosecution thereof and
          shall furnish such records, information and testimony, and attend such
          conferences, discovery proceedings, hearing, trials and appeals as may
          reasonably requested in connection therewith. Such cooperation shall
          include access during normal business hours afforded to the
          indemnifying party to, and reasonable retention by such indemnified
          party of, records and information which are reasonably relevant to a
          Claim, and making employees available on a mutually convenient basis
          to provide information and explanations of any material provided
          hereunder.

     (b)  Anything in this Section 10.6 to the contrary notwithstanding, no
          indemnitor or indemnitee shall admit any liability with respect to a
          Claim or enter into any settlement or compromise of any action, suit
          or proceeding or consent to the entry of any judgment with respect to
          a Claim (i) which does not include as an unconditional term thereof
          the delivery by the claimant or plaintiff to the indemnitor or
          indemnitee, as the case may be, of a written release from all
          liability in respect of such action, suit or proceeding and (ii)
          without the prior written consent of the indemnitor or indemnitee, as
          the case may be, which consent shall not be unreasonably withheld or
          delayed.

Section 10.7 Parties to Litigation. Each of the Parties agree to the extent
permitted by law that in any action brought against a Party to enforce such
Party's indemnity obligations under this Article X, no other Party shall be
deemed an indispensable party to such action, and such action may validly
proceed whether or not any other Parties are joined.

Section 10.8 Tax Returns. Belden shall prepare or cause to be prepared all
federal, state and lo-

                                       50

<PAGE>   51


cal income Tax Returns of Holding Company, CSI and their Subsidiaries that are
required to be filed (taking into account extensions) after the Closing Date,
excluding LoDan income tax returns that are not part of a consolidated, combined
or unitary tax return of Holding Company or CSI (a "LoDan Stand-Alone Return"),
and Belden shall remit or cause to be remitted any income tax shown to be due on
such returns, excluding income tax shown as due on a LoDan Stand-Alone Return.
In the case of federal, state and local income Tax Returns (including
information returns) of Holding Company, CSI and their Subsidiaries, other than
LoDan Stand-Alone Returns, for taxable periods ending on or before the Closing
Date or including the Closing Date: (i) such returns shall be prepared in a
manner that is consistent with prior returns (unless prohibited by law); and
(ii) such returns shall be submitted to CVC (or advisor designated by CVC) at
least thirty (30) days prior to filing for CVC's review and approval, which
approval shall not be unreasonably withheld. LoDan shall prepare or cause to be
prepared all LoDan Stand-Alone Returns and LoDan shall remit or cause to be
remitted any income tax shown to be due on such returns. The parties shall
cooperate in making data, records and employees available so as to enable each
other to comply with their responsibilities under this Section 10.8 and to
respond to inquiries from and examinations by tax authorities.

Section 10.9 Contribution Obligations. In the event that CVC makes any payment
of Belden Damages to the Belden Indemnitees pursuant to Section 10.2(a) or
Section 10.4(a) or otherwise incurs any expenses (including reasonable
attorneys' and accountants' fees) in connection with its indemnification
obligation under such Sections (collectively, "CVC Indemnity Damages"), each of
the other Ultimate Owners shall pay to CVC an amount equal to the CVC Indemnity
Damages multiplied by such Ultimate Owner's Ultimate Ownership Percentage (or in
the case of CCT Partners II L.P., 11.81%). Each Ultimate Owner's payment
obligations hereunder shall be payable upon written notice from CVC setting
forth in reasonable detail the amount of the CVC Indemnity Damages and the
amount payable to CVC pursuant to this Section 10.9. The payment of Indemnity
Damages to CVC as contemplated by this Section 10.9 shall have no impact on the
application of the General Cap, the Tax Cap, the Basket or the other provisions
of Article X.

                                   ARTICLE XI
                                  MISCELLANEOUS

Section 11.1 Schedules. All references to Schedules are to the CSI Disclosure
Schedule or the Belden Disclosure Schedule exchanged among the Parties to this
Agreement or to the other schedules referenced herein, as the case may be.
Disclosures included in any section of a Disclosure Schedule shall, to the
extent clear from the context, be considered to be made for purposes of all
sections to such Disclosure Schedule, to the extent that such sections are
intended to contain the same subject matter and be used in the same context.
Inclusion of any matter in any Schedule does not imply that such matter would,
under the provisions of this Agreement, have to be included in such Schedule.


                                       51

<PAGE>   52


Section 11.2 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or transmitted by
telecopy or mailed by registered or certified mail (returned receipt requested)
to the Parties at the following addresses (or at such other address for a Party
as shall be specified by like notice):

     If to CSH or the Ultimate Owners within the CVC Group, to:

                                Citicorp Venture Capital Ltd.
                                399 Park Avenue, 14th Floor, Zone 4
                                New York, New York  10043
                                Attention:  Richard M. Cashin and David Y. Howe

              with a copy to:   Peter A. Woog
                                206 East Forest Hills Drive
                                Phoenix, AZ 85022

                                Dechert Price Rhoads
                                4000 Bell Atlantic Towers
                                1717 Arch Street
                                Philadelphia, PA 19103
                                Attention: Carmen J. Romano

     If to the Ultimate Owners (other than those within the CVC Group) to:

                                Peter A. Woog at the address noted above

             If to Belden to:   Belden Inc.
                                7701 Forsyth Boulevard
                                Suite 800
                                St. Louis, Missouri 63105
                                Attention: General Counsel
              with a copy to:
                                Randall Doud
                                Skadden, Arps, Slate, Meagher & Flom LLP
                                919 Third Avenue
                                New York, NY 10022-3897

Section 11.3 Interpretation. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


                                       52

<PAGE>   53


Section 11.4 Brokers and Financial Advisors. Belden represents and warrants
that, except for Goldman Sachs & Company (for whose fees and expenses Belden is
solely responsible and against whose fees and expenses Belden hereby indemnifies
CSH and CVC), no Person is entitled to any brokerage or finder's fee, financial
advisory fee or other payment from Belden or any of its Affiliates based on
agreements, arrangements or undertakings made by Belden or any of its Affiliates
in connection with the transactions contemplated hereby. Holding Company
represents and warrants that no Person is entitled to any brokerage or finder's
fee, financial advisory fee or similar fee from Holding Company, CSI or any CSI
Subsidiary based on agreements, arrangements or undertakings made by any of them
or any of their Affiliates in connection with the transactions contemplated
hereby.

Section 11.5 Amendment and Waivers No amendment of any provision of this
Agreement shall be valid unless the matter be in writing and signed by each of
the Parties. No waiver by any Party of any default, misrepresentation, or breach
of warranty or covenant under this Agreement, whether intentional or not, shall
be deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant under this Agreement or affect in any way any
rights arising by virtue of any prior or subsequent such occurrence.

Section 11.6 Entire Agreement. This Agreement (including the Schedules,
documents and instruments referred to herein) and the Confidentiality Agreement
constitute the entire agreement and supersede all other prior agreements and
understandings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof and thereof.

Section 11.7 Assignment. This Agreement shall be binding upon the Parties and
their heirs, successors and assigns. However, the Parties' rights under this
Agreement shall not be assigned by operation of law or otherwise, and any
attempted assignment shall be void.

Section 11.8 Governing Law; Jurisdiction. This Agreement shall be governed in
all respects, including validity, interpretation and effect, by the laws of the
State of Delaware. Any dispute arising in connection with this Agreement and any
claim arising hereunder may be brought in the courts of the State of Delaware,
or in any federal court within the State of Delaware, and by execution of this
Agreement, each of the Parties accepts and submits to the non-exclusive personal
jurisdiction of such courts and waives any objection as to venue and any claim
that any action or proceeding has been brought in an inconvenient forum. The
foregoing consents shall not constitute general consents to the service of
process in the State of Delaware for any purpose except as provided above and
shall not be deemed to confer rights to any person other than the respective
Parties to this Agreement. Nothing herein shall affect the right of any Party
hereto to commence legal proceedings or otherwise proceed against the other
parties in any other jurisdiction.

Section 11.9 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which together
shall constitute a single agreement.


                                       53

<PAGE>   54


Section 11.10 Additional Understanding. Each of the Parties hereby acknowledges
that (i) no Party has relied or will rely in respect of this Agreement or the
transactions contemplated hereby upon any document or written or oral
information previously furnished to or by or discovered by it or its
representatives, other than this Agreement (including the Disclosure Schedules
hereto or other schedules or exhibits referenced herein), (ii) there are no
representations or warranties by or on behalf of any Party hereto or any of its
respective Affiliates or representatives other than those expressly set forth in
this Agreement, and (iii) the Parties' respective rights and obligations with
respect to this Agreement will be solely as set forth in this Agreement.
Notwithstanding anything contained herein to the contrary, neither Holding
Company, CSI, CVC nor any other Ultimate Owner makes any representation,
warranty or covenant of any kind with respect to any projections, estimates or
budgets heretofore delivered to or made available to Belden of future revenues,
expenses or expenditures, future results of operations (or any component
thereof), future cash flows or future financial condition (or any component
thereof) of Holding Company, CSI or the CSI Subsidiaries or the future business
and operation of Holding Company, CSI or the CSI Subsidiaries.

Section 11.11 Ultimate Owner Representative.

     (a)  Each Ultimate Owner, other than those included within the CVC Group,
          hereby irrevocably appoints Peter A. Woog (in such capacity, the
          "Ultimate Owner Representative") as such Ultimate Owner's
          representative, attorney-in-fact and agent, with full power of
          substitution to act in the name, place and stead of such Ultimate
          Owner with respect to this Agreement and the consummation of the
          transactions contemplated by this Agreement and to act on behalf of
          such Ultimate Owner in any litigation or arbitration involving this
          Agreement and to do or refrain from doing all such further acts and
          things, and to execute all such documents, as such Ultimate Owner
          Representative shall deem necessary or appropriate in his sole
          discretion in connection with this Agreement or any of the
          transactions contemplated under this Agreement, including, without
          limitation, the power:

          (i)  to take all action necessary or desirable in connection with the
               waiver of any condition to the obligations of such Ultimate Owner
               to consummate the transactions contemplated by this Agreement;

          (ii) to act for such Ultimate Owner with regard to matters pertaining
               to indemnification referred to in this Agreement, including the
               power to compromise and settle any claim on behalf of such
               Ultimate Owner (whether brought by or against such Ultimate
               Owner), to bring, defend and transact matters of litigation and
               to refer matters to arbitration on behalf of such

                                       54

<PAGE>   55


               Ultimate Owner;

         (iii) to receive, hold, and deliver to Paying Agent the certificates
               evidencing the Shares and instruments evidencing the Options or
               Warrants accompanied by any other documents relating thereto on
               behalf of such Ultimate Owner;

          (iv) to execute, deliver and provide on behalf of such Ultimate Owner
               all ancillary agreements, certificates, statements, notices,
               approvals, extensions, waivers, consents, undertakings,
               amendments and other documents required or permitted to be given
               in connection with this Agreement or the consummation of the
               transactions contemplated by this Agreement;

          (v)  to receive funds and give receipt for funds including in respect
               of the Equity Payment, and any adjustment thereto, to distribute
               to such Ultimate Owners their respective share of the Equity
               Payment, and any adjustment thereto, and to act on behalf of such
               Ultimate Owner with respect to the Escrow Agreement and the
               Escrow Account;

          (vi) to terminate this Agreement if such Ultimate Owners are entitled
               to do so;

         (vii) to give and receive all notices and communications to be given
               or received under this Agreement with respect to such Ultimate
               Owners, and to receive service of process in connection with any
               claims under this Agreement with respect to such Ultimate Owners,
               including service of process in connection with any litigation or
               arbitration; and

        (viii) to take all actions which under this Agreement may be taken by
               such Ultimate Owner and to do or refrain from doing any further
               act or deed on behalf of such Ultimate Owner which the Ultimate
               Owner Representative deems necessary or appropriate in his sole
               discretion relating to the subject matter of this Agreement or
               any or the transactions contemplated under this Agreement as
               fully and completely as such Ultimate Owners could do if
               personally present.

     (b)  If Peter A. Woog dies or otherwise becomes incapacitated and unable to
          serve as Ultimate Owner Representative, Bruce R. Burkett shall become
          the new Ultimate Owner Representative. The death or incapacity of any
          such Ultimate Owner shall not terminate the agency and power of
          attorney granted hereby to the Ultimate Owner Representative. The
          appointment of the Ultimate Owner Representative shall be deemed
          coupled with an interest and shall be irrevocable and Belden and



                                       55

<PAGE>   56


          any other Person may conclusively and absolutely rely, without
          inquiry, upon any action of the Ultimate Owner Representative, as the
          action of such Ultimate Owners in all matters referred to herein. All
          actions, decisions and instructions of the Ultimate Owner
          Representative shall be conclusive and binding upon all of such
          Ultimate Owners and no such Ultimate Owner shall have any cause of
          action against the Ultimate Owner Representative for any action taken
          or not taken by the Ultimate Owner Representative in his role as such,
          except for any action or omission taken or made fraudulently or in bad
          faith with respect to such Ultimate Owner.

     (c)  All reasonable out-of-pocket fees and expenses (including fees payable
          to counsel and other professional and brokerage fees) incurred by the
          Ultimate Owner Representative in connection with performing such
          function and in connection with the transactions contemplated hereby
          and all payments, damages, costs, fees and expenses incurred by the
          Ultimate Owner Representative in connection with any claim by or other
          dispute with Belden under this Agreement shall be paid by such
          Ultimate Owners in proportion to their relative Ultimate Ownership
          Percentages and may be deducted by the Ultimate Owner Representative
          from any amounts otherwise payable to any such Ultimate Owner
          hereunder.

Section 11.12 CVC Group Representative.

     (a)  Each Ultimate Owner included within the CVC Group hereby irrevocably
          appoints CVC (in such capacity, the "CVC Group Representative") as
          such Ultimate Owner's representative, attorney-in-fact and agent, with
          full power of substitution to act in the name, place and stead of such
          Ultimate Owner with respect to this Agreement and the consummation of
          the transactions contemplated by this Agreement and to act on behalf
          of such Ultimate Owner in any litigation or arbitration involving this
          Agreement and to do or refrain from doing all such further acts and
          things, and to execute all such documents, as such CVC Group
          Representative shall deem necessary or appropriate in his sole
          discretion in connection with this Agreement or any of the
          transactions contemplated under this Agreement, including, without
          limitation, the power:

          (i)  to take all action necessary or desirable in connection with the
               waiver of any condition to the obligations of such Ultimate Owner
               to consummate the transactions contemplated by this Agreement;

          (ii) to act for such Ultimate Owner with regard to matters pertaining
               to indemnification referred to in this Agreement, including the
               power to compromise and settle any claim on behalf of such
               Ultimate Owner (whether

                                       56

<PAGE>   57


               brought by or against such Ultimate Owner), to bring, defend and
               transact matters of litigation and to refer matters to
               arbitration on behalf of such Ultimate Owner;

         (iii) to receive, hold, and deliver to Paying Agent the certificates
               evidencing the Shares and instruments evidencing the Options or
               Warrants accompanied by any other documents relating thereto on
               behalf of such Ultimate Owner;

          (iv) to execute, deliver and provide on behalf of such Ultimate Owner
               all ancillary agreements, certificates, statements, notices,
               approvals, extensions, waivers, consents, undertakings,
               amendments and other documents required or permitted to be given
               in connection with this Agreement or the consummation of the
               transactions contemplated by this Agreement;

          (v)  to receive funds and give receipt for funds including in respect
               of the Equity Payment, and any adjustment thereto, to distribute
               to such Ultimate Owners their respective share of the Equity
               Payment, and any adjustment thereto, and to act on behalf of such
               Ultimate Owner with respect to the Escrow Agreement and the
               Escrow Account;

          (vi) to terminate this Agreement if such Ultimate Owners are entitled
               to do so;

         (vii) to give and receive all notices and communications to be given
               or received under this Agreement with respect to such Ultimate
               Owners, and to receive service of process in connection with any
               claims under this Agreement with respect to such Ultimate Owners,
               including service of process in connection with any litigation or
               arbitration; and

         (viii) to take all actions which under this Agreement may be taken by
               such Ultimate Owner and to do or refrain from doing any further
               act or deed on behalf of such Ultimate Owner which the CVC Group
               Representative deems necessary or appropriate in its sole
               discretion relating to the subject matter of this Agreement or
               any or the transactions contemplated under this Agreement as
               fully and completely as such Ultimate Owners could do if
               personally present.

     (b)  The death or incapacity of any such Ultimate Owner shall not terminate
          the agency and power of attorney granted hereby to the CVC Group
          Representative. The appointment of the CVC Group Representative shall
          be deemed coupled with an interest and shall be irrevocable and Belden
          and any other Person may conclu-



                                       57
<PAGE>   58


          sively and absolutely rely, without inquiry, upon any action of the
          CVC Group Representative, as the action of such Ultimate Owners in all
          matters referred to herein. All actions, decisions and instructions of
          the CVC Group Representative shall be conclusive and binding upon all
          of such Ultimate Owners and no such Ultimate Owner shall have any
          cause of action against the CVC Group Representative for any action
          taken or not taken by the CVC Group Representative in its role as
          such, except for any action or omission taken or made fraudulently or
          in bad faith with respect to such Ultimate Owner.

     (c)  All reasonable out-of-pocket fees and expenses (including fees payable
          to counsel and other professional and brokerage fees) incurred by the
          CVC Group Representative in connection with performing such function
          and in connection with the transactions contemplated hereby and all
          payments, damages, costs, fees and expenses incurred by the CVC Group
          Representative in connection with any claim by or other dispute with
          Belden under this Agreement shall be paid by such Ultimate Owners in
          proportion to their relative Ultimate Ownership Percentages and may be
          deducted by the CVC Group Representative from any amounts otherwise
          payable to any such Ultimate Owner hereunder.

Section 11.13 Certain Waivers. Effective as of the Closing, CSH, CVC and the
other Ultimate Owners irrevocably waive any claim whatsoever for any right of
contribution, indemnification, subrogation or reimbursement, which they or any
of their Affiliates may have against Holding Company, CSI or any CSI Subsidiary
by reason of or arising out of the representations, warranties, covenants or
agreements made by Holding Company hereunder.

Section 11.14 Release. Effective as of the Closing, CSH is released from all
liabilities and obligations under this Agreement. Each Ultimate Owner (including
each shareholder of Holding Company) ratifies and confirms all the actions taken
and to be taken by the directors, officers and shareholders of Holding Company
and its Subsidiaries prior to the date hereof or in connection with or pursuant
to or in contemplation of this Agreement, and hereby irrevocably waives and
releases any claim or liability, known or unknown, such Ultimate Owner
(including as a shareholder of Holding Company) or anyone claiming by or through
such Ultimate Owner (including as a shareholder of Holding Company) now has, has
ever had or may hereafter have against any director, officer or shareholder of
Holding Company or its Subsidiaries or any of their respective affiliates,
representatives, officers or directors ("Released Parties") based on any action
or inaction by any Released Party prior to the date hereof or in connection with
or pursuant to or in contemplation of this Agreement, including without
limitation, the transactions to divest the IPC shares and LoDan, gComData and
the Minor Subsidiaries as contemplated hereby.

Section 11.15 Ultimate Owners and Ultimate Ownership Percentages. CVC and each
of the other Ultimate Owners who are not Shareholders or Option/Warrantholders
hereby agree that

                                       58

<PAGE>   59


their status as Ultimate Owners and their Ultimate Ownership Percentages will
not change regardless of (i) whether or not their ownership of the common units
of CSH changes, (ii) whether or not they receive proceeds from the Equity
Payment made to CSH or (iii) for any other reason. The Ultimate Owners who are
Shareholders or Option/Warrantholders hereby agree that their status as Ultimate
Owners and their Ultimate Ownership Percentages will not change for any reason.

Section 11.16 Shareholder Approval; Dissenter's Rights. Each Holding Company
shareholder hereby consents and agrees in writing, pursuant to Section 228 of
the DGCL, to the adoption of the resolutions attached hereto as Schedule 11.16
with respect to the approval by the shareholders of Holding Company of the
Merger and the other matters set forth therein, and to the actions contemplated
thereby, such resolutions and actions to have the same force and effect as
though duly taken and adopted at a meeting of the shareholders of Holding
Company duly called and legally held, and waives any dissenter's or appraisal
rights it may have under the DGCL with respect to the Merger.

Section 11.17 Amendment of Benefits Protection Trust. Each beneficiary or
participant in the Cable Systems Holding Company Benefits Protection Trust
Agreement hereby agrees that such Trust Agreement is amended such that this
Agreement, the Merger and the transactions contemplated hereby do not constitute
a "Potential Change of Control" or "Change of Control" under such Trust
Agreement.

Section 11.18 Joinder by Paying Agent. The Paying Agent signs below to indicate
its agreement to be bound by Article III of this Agreement, but is not
considered a "Party" to this Agreement and is not subject to or covered by the
other provisions of this Agreement (including the indemnification provisions in
Article X).

Section 11.19 Signature. This Agreement may be signed in one or more
counterparts, and may be signed by facsimile signature.


     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto on the date first above written.


                                 BELDEN INC.


                                 By:______________________________
                                     Name:
                                     Title:


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<PAGE>   60


                                 ASHES MERGER CORP.



                                 By:______________________________
                                     Name:
                                     Title:

                                 CITICORP VENTURE CAPITAL, LTD.


                                 By:______________________________
                                     Name:
                                     Title:


                                 CABLE SYSTEMS HOLDING, LLC


                                 By:_____________________________
                                     Name:
                                     Title:

                                 CABLE SYSTEMS HOLDING COMPANY


                                 By:_____________________________
                                     Name:
                                     Title:



SIGNATURES OF OTHER ULTIMATE OWNERS:





                                       60