<PAGE>   1

EXHIBIT 4.7
NOTE PURCHASE AGREEMENT.
DATED AS OF SEPTEMBER 1, 1999


                                                                  CONFORMED COPY

--------------------------------------------------------------------------------




                                   BELDEN INC.



                                  $125,000,000
                           Aggregate Principal Amount
                                 of Senior Notes

                                   $64,000,000
                          7.60% Senior Notes, Series A
                              Due September 1, 2004

                                   $44,000,000
                          7.74% Senior Notes, Series B
                              Due September 1, 2006

                                   $17,000,000
                          7.95% Senior Notes, Series C
                              Due September 1, 2009


                                    ---------

                             NOTE PURCHASE AGREEMENT

                                    ---------


                          Dated as of September 1, 1999



================================================================================
                                                       Series A PPN: 077459 A@ 4
                                                       Series B PPN: 077459 A# 2
                                                       Series C PPN: 077459 B* 5





<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
Section                                                                                                       Page
-------                                                                                                       ----

<S>      <C>      <C>                                                                                         <C>
1.       AUTHORIZATION OF NOTES..................................................................................1

2.       SALE AND PURCHASE OF NOTES..............................................................................2

3.       CLOSING.................................................................................................2

4.       CONDITIONS TO CLOSING...................................................................................2
         4.1.     Representations and Warranties.................................................................2
         4.2.     Performance; No Default........................................................................3
         4.3.     Compliance Certificates........................................................................3
         4.4.     Opinions of Counsel............................................................................3
         4.5.     Purchase Permitted By Applicable Law, etc......................................................3
         4.6.     Sale of Other Notes............................................................................4
         4.7.     Payment of Special Counsel Fees................................................................4
         4.8.     Private Placement Number.......................................................................4
         4.9.     Changes in Corporate Structure.................................................................4
         4.10.    Subsidiary Guaranty............................................................................4
         4.11.    Amendment of 1997 Note Purchase Agreement......................................................4
         4.12.    Proceedings and Documents......................................................................4

5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY...........................................................5
         5.1.     Organization; Power and Authority..............................................................5
         5.2.     Authorization, etc.............................................................................5
         5.3.     Disclosure.....................................................................................5
         5.4.     Organization and Ownership of Shares of Subsidiaries; Affiliates...............................6
         5.5.     Financial Statements...........................................................................7
         5.6.     Compliance with Laws, Other Instruments, etc...................................................7
         5.7.     Governmental Authorizations, etc...............................................................8
         5.8.     Litigation; Observance of Agreements, Statutes and Orders......................................8
         5.9.     Taxes..........................................................................................8
         5.10.    Title to Property; Leases......................................................................8
         5.11.    Licenses, Permits, etc.........................................................................9
         5.12.    Compliance with ERISA..........................................................................9
         5.13.    Private Offering by the Company...............................................................10
         5.14.    Use of Proceeds; Margin Regulations...........................................................10
         5.15.    Existing Indebtedness; Future Liens...........................................................11
         5.16.    Foreign Assets Control Regulations, etc.......................................................11
         5.17.    Status under Certain Statutes.................................................................11
         5.18.    Environmental Matters.........................................................................11
         5.19.    Solvency of Subsidiary Guarantors.............................................................12
         5.20.    Year 2000 Compliance..........................................................................12
</TABLE>


<PAGE>   3

<TABLE>
<S>      <C>      <C>                                                                                           <C>
6.       REPRESENTATIONS OF THE PURCHASERS......................................................................12
         6.1.     Purchase for Investment.......................................................................12
         6.2.     Source of Funds...............................................................................13

7.       INFORMATION AS TO COMPANY..............................................................................14
         7.1.     Financial and Business Information............................................................14
         7.2.     Officer's Certificate.........................................................................17
         7.3.     Inspection....................................................................................17

8.       PREPAYMENT OF THE NOTES................................................................................18
         8.1.     Required Prepayments..........................................................................18
         8.2.     Optional Prepayments with Make-Whole Amount...................................................18
         8.3.     Allocation of Partial Prepayments.............................................................19
         8.4.     Maturity; Surrender, etc......................................................................19
         8.5.     Purchase of Notes.............................................................................19
         8.6.     Make-Whole Amount.............................................................................19

9.       AFFIRMATIVE COVENANTS..................................................................................21
         9.1.     Compliance with Law...........................................................................21
         9.2.     Insurance.....................................................................................21
         9.3.     Maintenance of Properties.....................................................................21
         9.4.     Payment of Taxes and Claims...................................................................21
         9.5.     Corporate Existence, etc......................................................................22

10.      NEGATIVE COVENANTS.....................................................................................22
         10.1.    Adjusted Consolidated Net Worth...............................................................22
         10.2.    Consolidated Indebtedness; Indebtedness of Restricted Subsidiaries............................22
         10.3.    Liens.........................................................................................22
         10.4.    Sale of Assets................................................................................24
         10.5.    Mergers, Consolidations, etc..................................................................24
         10.6.    Disposition of Stock of Restricted Subsidiaries...............................................26
         10.7.    Designation of Unrestricted Subsidiaries......................................................26
         10.8.    Nature of Business............................................................................26
         10.9.    Guaranties by Subsidiaries....................................................................26
         10.10.   Transactions with Affiliates..................................................................27

11.      EVENTS OF DEFAULT......................................................................................27

12.      REMEDIES ON DEFAULT, ETC...............................................................................29
         12.1.    Acceleration..................................................................................29
         12.2.    Other Remedies................................................................................30
         12.3.    Rescission....................................................................................30
         12.4.    No Waivers or Election of Remedies, Expenses, etc.............................................30

13.      REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES..........................................................31
         13.1.    Registration of Notes.........................................................................31
         13.2.    Transfer and Exchange of Notes................................................................31
</TABLE>

<PAGE>   4

<TABLE>
<S>      <C>      <C>                                                                                           <C>
         13.3.    Replacement of Notes..........................................................................32

14.      PAYMENTS ON NOTES......................................................................................32
         14.1.    Place of Payment..............................................................................32
         14.2.    Home Office Payment...........................................................................32

15.      EXPENSES, ETC..........................................................................................33
         15.1.    Transaction Expenses..........................................................................33
         15.2.    Survival......................................................................................33

16.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT...........................................33

17.      AMENDMENT AND WAIVER...................................................................................34
         17.1.    Requirements..................................................................................34
         17.2.    Solicitation of Holders of Notes..............................................................34
         17.3.    Binding Effect, etc...........................................................................34
         17.4.    Notes held by Company, etc....................................................................35

18.      NOTICES................................................................................................35

19.      REPRODUCTION OF DOCUMENTS..............................................................................35

20.      CONFIDENTIAL INFORMATION...............................................................................36

21.      SUBSTITUTION OF PURCHASER..............................................................................37

22.      RELEASE OF SUBSIDIARY GUARANTORS.......................................................................37

23.      MISCELLANEOUS..........................................................................................37
         23.1.    Successors and Assigns........................................................................37
         23.2.    Payments Due on Non-Business Days.............................................................37
         23.3.    Severability..................................................................................38
         23.4.    Construction..................................................................................38
         23.5.    Counterparts..................................................................................38
         23.6.    Governing Law.................................................................................38
</TABLE>


<TABLE>
<S>                        <C>      <C>
SCHEDULE A                 --       Information Relating to Purchasers

SCHEDULE B                 --       Defined Terms

SCHEDULE B-1               --       Existing Investments

SCHEDULE 4.9               --       Changes in Corporate Structure

SCHEDULE 5.3               --       Disclosure Materials
</TABLE>


<PAGE>   5

<TABLE>
<S>                        <C>      <C>
SCHEDULE 5.4               --       Subsidiaries of the Company and Ownership of Subsidiary Stock

SCHEDULE 5.5               --       Financial Statements

SCHEDULE 5.8               --       Certain Litigation

SCHEDULE 5.11              --       Licenses, Permits, etc.

SCHEDULE 5.12(b)           --       Benefit Liabilities

SCHEDULE 5.14              --       Use of Proceeds

SCHEDULE 5.15              --       Existing Indebtedness

SCHEDULE 5.20              --       Year 2000 Compliance

SCHEDULE 10.3              --       Existing Liens

EXHIBIT 1.1-A              --       Form of Senior Note, Series A

EXHIBIT 1.1-B              --       Form of Senior Note, Series B

EXHIBIT 1.1-C              --       Form of Senior Note, Series C

EXHIBIT 1.2                --       Form of Subsidiary Guaranty

EXHIBIT 4.4(a)             --       Form of Opinion of Counsel to the Company

EXHIBIT 4.4(b)             --       Form of Opinion of Special Counsel to the Purchasers
</TABLE>




<PAGE>   6


                                   BELDEN INC.
                             7701 Forsyth Boulevard
                                    Suite 800
                               St. Louis, MO 63105
                                 (314) 854-8000
                               Fax: (314) 854-8001

                                  $125,000,000
                           Aggregate Principal Amount
                                 of Senior Notes

         $64,000,000 7.60% Senior Notes, Series A, due September 1, 2004
         $44,000,000 7.74% Senior Notes, Series B, due September 1, 2006
         $17,000,000 7.95% Senior Notes, Series C, due September 1, 2009


                                                   Dated as of September 1, 1999


TO EACH OF THE PURCHASERS LISTED IN
         THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

                  BELDEN INC., a Delaware corporation (the "COMPANY"), agrees
with you as follows:

1.       AUTHORIZATION OF NOTES.

                  The Company has authorized the issue and sale of $64,000,000
aggregate principal amount of its 7.60% Senior Notes, Series A due September 1,
2004 (the "Series A Notes"), $44,000,000 aggregate principal amount of its 7.74%
Senior Notes, Series B due September 1, 2006 (the "Series B Notes"), and
$17,000,000 aggregate principal amount of its 7.95% Senior Notes, Series C due
September 1, 2009 (the "Series C Notes" and, collectively with the Series A
Notes and Series B Notes, the "Notes", such term to include any such Notes
issued in substitution therefor pursuant to Section 13 of this Agreement). The
Notes shall be substantially in the form set out in Exhibits 1.1-A, 1.1-B and
1.1-C with such changes therefrom, if any, as may be approved by you, the Other
Purchasers and the Company. Certain capitalized terms used in this Agreement are
defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless
otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The
Notes will be guaranteed by Belden Wire & Cable Company, a Delaware corporation
("Belden Wire"), Cable Systems Holding Company, a Delaware corporation ("CSH"),
and Cable Systems International Inc., a Delaware corporation ("CSI" and,
together with Belden Wire, CSH and any future party to the Subsidiary Guaranty,
the "Subsidiary Guarantors"), each a Wholly Owned Subsidiary of the Company,
pursuant to a guaranty in substantially the form of Exhibit 1.2 (the "Subsidiary
Guaranty"). The Notes shall be senior in the sense that they rank pari passu

<PAGE>   7

with the Company's other outstanding unsecured Indebtedness that has not been
expressly subordinated to any other Indebtedness of the Company.

2.       SALE AND PURCHASE OF NOTES.

                  Subject to the terms and conditions of this Agreement, the
Company will issue and sell to you and each of the other purchasers named in
Schedule A (the "OTHER PURCHASERS"), and you and the Other Purchasers will
purchase from the Company, at the Closing provided for in Section 3, Notes in
the series and principal amount specified opposite your names in Schedule A at
the purchase price of 100% of the principal amount thereof. Your obligation
hereunder and the obligations of the Other Purchasers are several and not joint
obligations and you shall have no liability to any Person for the performance or
non-performance by any Other Purchaser hereunder.

3.       CLOSING.

                  The sale and purchase of the Notes to be purchased by you and
the Other Purchasers shall occur at the offices of Gardner, Carton & Douglas,
Quaker Tower, Suite 3400, 321 North Clark Street, Chicago, Illinois 60610 at
9:00 a.m., Chicago time, at a closing (the "CLOSING") on September 9, 1999 or on
such other Business Day thereafter on or prior to September 15, 1999 as may be
agreed upon by the Company and you and the Other Purchasers. At the Closing the
Company will deliver to you the Notes to be purchased by you in the form of a
single Note for each series purchased (or such greater number of Notes in
denominations of at least $500,000 as you may request) dated the date of the
Closing and registered in your name (or in the name of your nominee), against
delivery by you to the Company or its order of immediately available funds in
the amount of the purchase price therefor by wire transfer of immediately
available funds for the account of the Company to account number 12769761 at
Wachovia Bank of Georgia, 191 Peachtree Street Northeast, Atlanta, Georgia
30303, ABA No. 061000010. If at the Closing the Company shall fail to tender
such Notes to you as provided above in this Section 3, or any of the conditions
specified in Section 4 shall not have been fulfilled to your satisfaction, you
shall, at your election, be relieved of all further obligations under this
Agreement, without thereby waiving any rights you may have by reason of such
failure or such nonfulfillment.

4.       CONDITIONS TO CLOSING.

                  Your obligation to purchase and pay for the Notes to be sold
to you at the Closing is subject to the fulfillment to your satisfaction, prior
to or at the Closing, of the following conditions:

4.1.              REPRESENTATIONS AND WARRANTIES.

                  The representations and warranties of the Company in this
Agreement shall be correct when made and at the time of the Closing.


<PAGE>   8

4.2.              PERFORMANCE; NO DEFAULT.

                  The Company shall have performed and complied with all
agreements and conditions contained in this Agreement required to be performed
or complied with by it prior to or at the Closing and after giving effect to the
issue and sale of the Notes (and the application of the proceeds thereof as
contemplated by Schedule 5.14) no Default or Event of Default shall have
occurred and be continuing. Neither the Company nor any Subsidiary shall have
entered into any transaction since the date of the Memorandum that would have
been prohibited by Sections 10.1 through 10.10 had such Sections applied since
such date.

4.3.              COMPLIANCE CERTIFICATES.

                  (a)      Officer's Certificate. The Company shall have
         delivered to you an Officer's Certificate, dated the date of the
         Closing, certifying that the conditions specified in Sections 4.1, 4.2,
         4.9 and 4.10 have been fulfilled.

                  (b)      Secretary's Certificate. The Company shall have
         delivered to you a certificate certifying as to the resolutions
         attached thereto and other corporate proceedings relating to the
         authorization, execution and delivery of the Notes, the Agreement and
         the Subsidiary Guaranty.

4.4.              OPINIONS OF COUNSEL.

                  You shall have received opinions in form and substance
satisfactory to you, dated the date of the Closing (a) from Kevin L. Bloomfield,
Vice President, Secretary and General Counsel of the Company, covering the
matters set forth in Exhibit 4.4(a) and covering such other matters incident to
the transactions contemplated hereby as you or your counsel may reasonably
request (and the Company instructs its counsel to deliver such opinion to you)
and (b) from Gardner, Carton & Douglas, your special counsel in connection with
such transactions, substantially in the form set forth in Exhibit 4.4(b) and
covering such other matters incident to such transactions as you may reasonably
request.

4.5.              PURCHASE PERMITTED BY APPLICABLE LAW, ETC.

                  On the date of the Closing your purchase of Notes shall (i) be
permitted by the laws and regulations of each jurisdiction to which you are
subject, without recourse to provisions (such as Section 1405(a)(8) of the New
York Insurance Law) permitting limited investments by insurance companies
without restriction as to the character of the particular investment, (ii) not
violate any applicable law or regulation (including, without limitation,
Regulation U, T or X of the Board of Governors of the Federal Reserve System)
and (iii) not subject you to any tax, penalty or liability under or pursuant to
any applicable law or regulation, which law or regulation was not in effect on
the date hereof. If requested by you, you shall have received an Officer's
Certificate certifying as to such matters of fact as you may reasonably specify
to enable you to determine whether such purchase is so permitted.


<PAGE>   9

4.6.              SALE OF OTHER NOTES.

                  Contemporaneously with the Closing the Company shall sell to
the Other Purchasers and the Other Purchasers shall purchase the Notes to be
purchased by them at the Closing as specified in Schedule A.

4.7.              PAYMENT OF SPECIAL COUNSEL FEES.

                  Without limiting the provisions of Section 15.1, the Company
shall have paid on or before the Closing the fees, charges and disbursements of
your special counsel referred to in Section 4.4, to the extent reflected in a
statement of such counsel rendered to the Company at least one Business Day
prior to the Closing.

4.8.              PRIVATE PLACEMENT NUMBER.

                  A Private Placement number issued by Standard & Poor's CUSIP
Service Bureau (in cooperation with the Securities Valuation Office of the
National Association of Insurance Commissioners) shall have been obtained for
the Notes.

4.9.              CHANGES IN CORPORATE STRUCTURE.

                  Except as specified in Schedule 4.9, the Company shall not
have changed its jurisdiction of incorporation or been a party to any merger or
consolidation and shall not have succeeded to all or any substantial part of the
liabilities of any other entity, at any time following the date of the most
recent financial statements referred to in Schedule 5.5.

4.10.             SUBSIDIARY GUARANTY.

                  The Subsidiary Guarantors shall have executed and delivered
the Subsidiary Guaranty to you and the Other Purchasers.

4.11.             AMENDMENT OF 1997 NOTE PURCHASE AGREEMENT.

                  The Company and the holders of the 6.92% Senior Notes, Series
1997-A, issued pursuant to the Note Purchase Agreement dated as of August 1,
1997 between the Company and the purchasers listed on Schedule A thereto shall
have entered into a First Amendment to Note Purchase Agreement that provides,
among other things, for the execution and delivery by Belden Wire, CSH and CSI
of a Guaranty in favor of such holders comparable to the Subsidiary Guaranty.

4.12.             PROCEEDINGS AND DOCUMENTS.

                  All corporate and other proceedings in connection with the
transactions contemplated by this Agreement and all documents and instruments
incident to such transactions shall be satisfactory to you and your special
counsel, and you and your special counsel shall have received all such
counterpart originals or certified or other copies of such documents as you or
they may reasonably request.

<PAGE>   10

5.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

                  The Company represents and warrants to you that:

5.1.              ORGANIZATION; POWER AND AUTHORITY.

                  The Company is a corporation duly organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation, and is
duly qualified as a foreign corporation and is in good standing in each
jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. The Company has the corporate power and authority to
own or hold under lease the properties it purports to own or hold under lease,
to transact the business it transacts and proposes to transact, to execute and
deliver this Agreement and the Notes and to perform the provisions hereof and
thereof.

5.2.              AUTHORIZATION, ETC.

                  This Agreement and the Notes have been duly authorized by all
necessary corporate action on the part of the Company, and this Agreement
constitutes, and upon execution and delivery thereof each Note will constitute,
a legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

                  The Subsidiary Guaranty has been duly authorized by all
necessary corporate action on the part of each Subsidiary Guarantor and upon
execution and delivery thereof will constitute the legal, valid and binding
obligation of each Subsidiary Guarantor, enforceable against each Subsidiary
Guarantor in accordance with its terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

5.3.              DISCLOSURE.

                  The Company, through its agent, Banc of America Securities
LLC, has delivered to you and each Other Purchaser a copy of a Private Placement
Memorandum, dated July 1999 (the "MEMORANDUM"), relating to the transactions
contemplated hereby. The Memorandum fairly describes, in all material respects,
the general nature of the business and principal properties of the Company and
its Subsidiaries. Except as disclosed in Schedule 5.3 and for projections, as to
which no representation or warranty is made, this Agreement, the Memorandum, the
documents, certificates or other writings delivered to you by or on behalf of
the Company in connection with the transactions contemplated hereby and the
financial statements listed in Schedule 5.5, taken as a whole, do not contain
any untrue statement of a



<PAGE>   11

material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which they
were made. The projections provided to you are based upon good faith estimates
and assumptions believed by the Company to be reasonable. Except as disclosed in
the Memorandum or as expressly described in Schedule 5.3, or in one of the
documents, certificates or other writings identified therein, or in the
financial statements listed in Schedule 5.5, since December 31, 1998, there has
been no change in the financial condition, operations, business or properties of
the Company or any Restricted Subsidiary except changes that individually or in
the aggregate could not reasonably be expected to have a Material Adverse
Effect. There is no fact known to the Company that could reasonably be expected
to have a Material Adverse Effect that has not been set forth herein or in the
Memorandum or in the other documents, certificates and other writings delivered
to you by or on behalf of the Company specifically for use in connection with
the transactions contemplated hereby.

5.4.              ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES;
                  AFFILIATES.

                  (a)      Schedule 5.4 contains (except as noted therein)
         complete and correct lists (i) of the Company's Subsidiaries, showing,
         as to each Subsidiary, the correct name thereof, the jurisdiction of
         its organization, and the percentage of shares of each class of its
         capital stock or similar equity interests outstanding owned by the
         Company and each other Subsidiary, (ii) to the Company's knowledge, of
         the Company's Affiliates, other than Subsidiaries, and (iii) of the
         Company's directors and senior officers. Each Subsidiary listed in
         Schedule 5.4 is designated a Restricted Subsidiary by the Company.

                  (b)      All of the outstanding shares of capital stock or
         similar equity interests of each Restricted Subsidiary shown in
         Schedule 5.4 as being owned by the Company and its Restricted
         Subsidiaries have been validly issued, are fully paid and nonassessable
         and are owned by the Company or another Restricted Subsidiary free and
         clear of any Lien (except as otherwise disclosed in Schedule 5.4).

                  (c)      Each Restricted Subsidiary identified in Schedule 5.4
         is a corporation or other legal entity duly organized, validly existing
         and in good standing under the laws of its jurisdiction of
         organization, and is duly qualified as a foreign corporation or other
         legal entity and is in good standing in each jurisdiction in which such
         qualification is required by law, other than those jurisdictions as to
         which the failure to be so qualified or in good standing could not,
         individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect. Each such Restricted Subsidiary has the
         corporate or other power and authority to own or hold under lease the
         properties it purports to own or hold under lease and to transact the
         business it transacts and proposes to transact.

                  (d)      No Restricted Subsidiary is a party to, or otherwise
         subject to any legal restriction or any agreement (other than this
         Agreement, the agreements listed on Schedule 5.4 and customary
         limitations imposed by corporate law statutes) restricting the ability
         of such Restricted Subsidiary to pay dividends out of profits or make
         any other similar distributions of profits to the Company or any of its


<PAGE>   12

         Restricted Subsidiaries that owns outstanding shares of capital stock
         or similar equity interests of such Restricted Subsidiary.

5.5.              FINANCIAL STATEMENTS.

                  The Company has delivered to you and each Other Purchaser
copies of the financial statements of the Company and its Subsidiaries listed on
Schedule 5.5. All of said financial statements (including in each case the
related schedules and notes) fairly present in all material respects the
consolidated financial condition of the Company and its Subsidiaries as of the
respective dates specified in such Schedule and the consolidated results of
their operations and cash flows for the respective periods so specified and have
been prepared in accordance with GAAP consistently applied throughout the
periods involved except as set forth in the notes thereto (subject, in the case
of any interim financial statements, to normal year-end adjustments).

5.6.              COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.

                  The execution, delivery and performance by the Company of this
Agreement and the Notes will not (i) contravene, result in any breach of, or
constitute a default under, or result in the creation of any Lien in respect of
any property of the Company or any Restricted Subsidiary under, any Material
agreement, or corporate charter or By-Laws, to which the Company or any
Restricted Subsidiary is bound or by which the Company or any Restricted
Subsidiary or any of their respective properties may be bound or affected, (ii)
conflict with or result in a breach of any of the terms, conditions or
provisions of any order, judgment, decree, or ruling of any court, arbitrator or
Governmental Authority applicable to the Company or any Restricted Subsidiary or
(iii) violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to the Company or any Restricted Subsidiary.

                  The execution, delivery and performance by each Subsidiary
Guarantor of the Subsidiary Guaranty will not (i) contravene, result in any
breach of, or constitute a default under, or result in the creation of any Lien
in respect of any property of such Subsidiary Guarantor under, any Material
agreement, or corporate charter or By-Laws, to which such Subsidiary Guarantor
is bound or by which such Subsidiary Guarantor or any of its properties may be
bound or affected, (ii) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to such Subsidiary Guarantor or
(iii) violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to such Subsidiary Guarantor.

5.7.              GOVERNMENTAL AUTHORIZATIONS, ETC.

                  No consent, approval or authorization of, or registration,
filing or declaration with, any Governmental Authority is required in connection
with the execution, delivery or performance by the Company of this Agreement or
the Notes or the execution, delivery or performance by each Subsidiary Guarantor
of the Subsidiary Guaranty.



<PAGE>   13

5.8.              LITIGATION; OBSERVANCE OF AGREEMENTS, STATUTES AND ORDERS.

                  (a)      Except as disclosed in Schedule 5.8, there are no
         actions, suits or proceedings pending or, to the knowledge of the
         Company, threatened against or affecting the Company or any Restricted
         Subsidiary or any property of the Company or any Restricted Subsidiary
         in any court or before any arbitrator of any kind or before or by any
         Governmental Authority that, individually or in the aggregate, could
         reasonably be expected to have a Material Adverse Effect.

                  (b)      Neither the Company nor any Restricted Subsidiary is
         in default under any term of any agreement or instrument to which it is
         a party or by which it is bound, or any order, judgment, decree or
         ruling of any court, arbitrator or Governmental Authority or is in
         violation of any applicable law, ordinance, rule or regulation
         (including without limitation Environmental Laws) of any Governmental
         Authority, which default or violation, individually or in the
         aggregate, could reasonably be expected to have a Material Adverse
         Effect.

5.9.              TAXES.

                  The Company and its Restricted Subsidiaries have filed all tax
returns that are required to have been filed in any jurisdiction, and have paid
all taxes shown to be due and payable on such returns and all other taxes and
assessments levied upon them or their properties, assets, income or franchises,
to the extent such taxes and assessments have become due and payable and before
they have become delinquent, except for any taxes and assessments (i) the amount
of which is not individually or in the aggregate Material or (ii) the amount,
applicability or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which the Company or a Restricted
Subsidiary, as the case may be, has established adequate reserves in accordance
with GAAP. The Company knows of no basis for any other tax or assessment that
could reasonably be expected to have a Material Adverse Effect. The charges,
accruals and reserves on the books of the Company and its Restricted
Subsidiaries in respect of Federal, state or other taxes for all fiscal periods
are adequate under GAAP.

5.10.             TITLE TO PROPERTY; LEASES.

                  The Company and its Restricted Subsidiaries have good and
sufficient title to the properties that they own or purport to own and that
individually or in the aggregate are Material, including all such properties
reflected in the most recent audited balance sheet referred to in Section 5.5 or
purported to have been acquired by the Company or any Restricted Subsidiary
after said date (except as sold or otherwise disposed of in the ordinary course
of business), in each case free and clear of Liens prohibited by this Agreement.
All leases that individually or in the aggregate are Material are valid and
subsisting and are in full force and effect in all material respects.

5.11.             LICENSES, PERMITS, ETC.

                  Except as disclosed in Schedule 5.11,



<PAGE>   14

                  (a)      the Company and its Restricted Subsidiaries own or
         possess all licenses, permits, franchises, authorizations, patents,
         copyrights, service marks, trademarks and trade names, or rights
         thereto, that individually or in the aggregate are Material, without
         known conflict with the rights of others that is Material;

                  (b)      to the best knowledge of the Company, no product of
         the Company infringes any license, permit, franchise, authorization,
         patent, copyright, service mark, trademark, trade name or other right
         owned by any other Person in any respect that, individually or in the
         aggregate, could reasonably be expected to have a Material Adverse
         Effect; and

                  (c)      to the best knowledge of the Company, there is no
         violation that is Material by any Person of any right of the Company or
         any of its Restricted Subsidiaries with respect to any patent,
         copyright, service mark, trademark, trade name or other right owned or
         used by the Company or any of its Restricted Subsidiaries.

5.12.             COMPLIANCE WITH ERISA.

                  (a)      The Company and each ERISA Affiliate have operated
         and administered each Plan in compliance with all applicable laws
         except for such instances of noncompliance as have not resulted in and
         could not reasonably be expected to result in a Material Adverse
         Effect. Neither the Company nor any ERISA Affiliate has incurred any
         liability pursuant to Title I or IV of ERISA or the penalty or excise
         tax provisions of the Code relating to employee benefit plans (as
         defined in Section 3 of ERISA), and no event, transaction or condition
         has occurred or exists that could reasonably be expected to result in
         the incurrence of any such liability by the Company or any ERISA
         Affiliate, or in the imposition of any Lien on any of the rights,
         properties or assets of the Company or any ERISA Affiliate, in either
         case pursuant to Title I or IV of ERISA or to such penalty or excise
         tax provisions or to Section 401(a)(29) or 412 of the Code, other than
         such liabilities or Liens as would not be individually or in the
         aggregate Material.

                  (b)      Except for the Plans set forth in Schedule 5.12(b)
         (the "Top Hat Plans"), the present value of the aggregate benefit
         liabilities under each of the Plans (other than Multiemployer Plans),
         determined as of the end of such Plan's most recently ended plan year
         on the basis of the actuarial assumptions specified for funding
         purposes in such Plan's most recent actuarial valuation report, did not
         exceed the aggregate current value of the assets of such Plan allocable
         to such benefit liabilities. The term "BENEFIT LIABILITIES" has the
         meaning specified in section 4001 of ERISA and the terms "CURRENT
         VALUE" and "PRESENT VALUE" have the meaning specified in section 3 of
         ERISA.

                  (c)      The Company and its ERISA Affiliates have not
         incurred withdrawal liabilities (and are not subject to contingent
         withdrawal liabilities) under section 4201 or 4204 of ERISA in respect
         of Multiemployer Plans that individually or in the aggregate are
         Material.



<PAGE>   15

                  (d)      The expected postretirement benefit obligation
         (determined as of the last day of the Company's most recently ended
         fiscal year in accordance with Financial Accounting Standards Board
         Statement No. 106, without regard to liabilities attributable to
         continuation coverage mandated by section 4980B of the Code) of the
         Company and its Subsidiaries is not Material or has been disclosed in
         the most recent audited consolidated financial statements of the
         Company and its Subsidiaries.

                  (e)      The execution and delivery of this Agreement and the
         issuance and sale of the Notes hereunder will not involve any
         transaction that is subject to the prohibitions of section 406 of ERISA
         or in connection with which a tax could be imposed pursuant to section
         4975(c)(1)(A)-(D) of the Code. The representation by the Company in the
         first sentence of this Section 5.12(e) is made in reliance upon and
         subject to the accuracy of your representation in Section 6.2 as to the
         sources of the funds used to pay the purchase price of the Notes to be
         purchased by you.

5.13.             PRIVATE OFFERING BY THE COMPANY.

                  Neither the Company nor anyone acting on its behalf has
offered the Notes or the Subsidiary Guaranty or any similar securities for sale
to, or solicited any offer to buy any of the same from, or otherwise approached
or negotiated in respect thereof with, any person other than you, the Other
Purchasers and not more than 45 other Institutional Investors, each of which has
been offered the Notes at a private sale for investment. Neither the Company nor
anyone acting on its behalf has taken, or will take, any action that would
subject the issuance or sale of the Notes or the execution and delivery of the
Subsidiary Guaranty to the registration requirements of Section 5 of the
Securities Act.

5.14.             USE OF PROCEEDS; MARGIN REGULATIONS.

                  The Company will use the proceeds of the sale of the Notes for
general corporate purposes of the Company and its Subsidiaries, including to
repay existing Indebtedness of the Company and its Subsidiaries incurred in
connection with the Company's acquisition of CSH, as described in Schedule 5.14.
No part of the proceeds from the sale of the Notes hereunder will be used,
directly or indirectly, for the purpose of buying or carrying any margin stock
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading
in any securities under such circumstances as to involve the Company in a
violation of Regulation X of said Board (12 CFR 224) or to involve any broker or
dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock
does not constitute more than 5% of the value of the consolidated assets of the
Company and its Subsidiaries and the Company does not have any present intention
that margin stock will constitute more than 5% of the value of such assets. As
used in this Section, the terms "MARGIN STOCK" and "PURPOSE OF BUYING OR
CARRYING" shall have the meanings assigned to them in said Regulation U. For
purposes of the foregoing, margin stock shall not include common stock of the
Company held in its treasury.



<PAGE>   16

5.15.             EXISTING INDEBTEDNESS; FUTURE LIENS.

                  (a)      Except as described therein, Schedule 5.15 sets forth
         a complete and correct list of all outstanding Indebtedness of the
         Company and its Restricted Subsidiaries as of June 30, 1999, since
         which date there has been no Material change in the amounts, interest
         rates, sinking funds, installment payments or maturities of the
         Indebtedness of the Company or its Subsidiaries. Neither the Company
         nor any Restricted Subsidiary is in default and no waiver of default is
         currently in effect, in the payment of any principal or interest on any
         Indebtedness of the Company or such Restricted Subsidiary that is
         outstanding in an aggregate principal amount in excess of $5,000,000
         and no event or condition exists with respect to any Indebtedness of
         the Company or any Restricted Subsidiary that is outstanding in an
         aggregate principal amount in excess of $5,000,000 and that would
         permit (or that with notice or the lapse of time, or both, would
         permit) one or more Persons to cause such Indebtedness to become due
         and payable before its stated maturity or before its regularly
         scheduled dates of payment.

                  (b)      Except as disclosed in Schedule 5.15, neither the
         Company nor any Restricted Subsidiary has agreed or consented to cause
         or permit in the future (upon the happening of a contingency or
         otherwise) any of its property, whether now owned or hereafter
         acquired, to be subject to a Lien not permitted by Section 10.3.

5.16.             FOREIGN ASSETS CONTROL REGULATIONS, ETC.

                  Neither the sale of the Notes by the Company hereunder nor its
use of the proceeds thereof will violate the Trading with the Enemy Act, as
amended, or any of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto.

5.17.             STATUS UNDER CERTAIN STATUTES.

                  Neither the Company nor any Restricted Subsidiary is subject
to regulation under the Investment Company Act of 1940, as amended, the Public
Utility Holding Company Act of 1935, as amended, the Interstate Commerce Act, as
amended by the ICC Termination Act, as amended, or the Federal Power Act, as
amended.

5.18.             ENVIRONMENTAL MATTERS.

                  Neither the Company nor any Restricted Subsidiary has
knowledge of any liability or has received any notice of any liability, and no
proceeding has been instituted asserting any liability against the Company or
any of its Restricted Subsidiaries or any of their respective real properties
now owned, leased or operated by any of them or other assets nor, to the
knowledge of the Company or any Restricted Subsidiary, has any such proceeding
been instituted against any of their respective real properties formerly owned,
for damage to the environment or violation of any Environmental Laws, except, in
each case, such as could not reasonably be expected to result in a Material
Adverse Effect. Except as otherwise disclosed to you in writing,



<PAGE>   17

                  (a)      neither the Company nor any Restricted Subsidiary has
         knowledge of any facts that would give rise to any liability for
         violation of Environmental Laws or damage to the environment emanating
         from, occurring on or in any way related to real properties now or
         formerly owned, leased or operated by any of them or to other assets or
         their use, except, in each case, such as could not reasonably be
         expected to result in a Material Adverse Effect;

                  (b)      neither the Company nor any of its Restricted
         Subsidiaries has stored any Hazardous Materials on real properties now
         or formerly owned, leased or operated by any of them and has not
         disposed of any Hazardous Materials in a manner contrary to any
         Environmental Laws in each case in any manner that could reasonably be
         expected to result in a Material Adverse Effect; and

                  (c)      all buildings on all real properties now owned,
         leased or operated by the Company or any of its Restricted Subsidiaries
         are in compliance with applicable Environmental Laws, except where
         failure to comply could not reasonably be expected to result in a
         Material Adverse Effect.

5.19.             SOLVENCY OF SUBSIDIARY GUARANTORS.

                  After giving effect to the transactions contemplated herein,
(i) the present fair salable value of the assets of each Subsidiary Guarantor is
in excess of the amount that will be required to pay its probable liability on
its existing debts as said debts become absolute and matured, (ii) each
Subsidiary Guarantor has received reasonably equivalent value for executing and
delivering the Subsidiary Guaranty, (iii) the property remaining in the hands of
each Subsidiary Guarantor is not an unreasonably small capital, and (iv) each
Subsidiary Guarantor is able to pay its debts as they mature.

5.20.             YEAR 2000 COMPLIANCE.

                  The Company's year 2000 disclosure statement appearing in
Schedule 5.20 is true and correct.

6.       REPRESENTATIONS OF THE PURCHASERS.

6.1.              PURCHASE FOR INVESTMENT.

                  You represent that you are purchasing the Notes for your own
account or for one or more separate accounts maintained by you or for the
account of one or more pension or trust funds and not with a view to the
distribution thereof, provided that the disposition of your or their property
shall at all times be within your or their control. You understand that the
Notes have not been registered under the Securities Act and may be resold only
if registered pursuant to the provisions of the Securities Act or if an
exemption from registration is available, except under circumstances where
neither such registration nor such an exemption is required by law, and that the
Company is not required to register the Notes.



<PAGE>   18

6.2.              SOURCE OF FUNDS.

                  You represent that at least one of the following statements is
an accurate representation as to each source of funds (a "SOURCE") to be used by
you to pay the purchase price of the Notes to be purchased by you hereunder:

                  (a)      if you are an insurance company, the Source does not
         include assets allocated to any separate account maintained by you in
         which any employee benefit plan (or its related trust) has any
         interest, other than a separate account that is maintained solely in
         connection with your fixed contractual obligations under which the
         amounts payable, or credited, to such plan and to any participant or
         beneficiary of such plan (including any annuitant) are not affected in
         any manner by the investment performance of the separate account; or

                  (b)      the Source is either (i) an insurance company pooled
         separate account, within the meaning of Prohibited Transaction
         Exemption ("PTE") 90-1 (issued January 29, 1990), or (ii) a bank
         collective investment fund, within the meaning of the PTE 91-38 (issued
         July 12, 1991) and, except as you have disclosed to the Company in
         writing pursuant to this paragraph (b), no employee benefit plan or
         group of plans maintained by the same employer or employee organization
         beneficially owns more than 10% of all assets allocated to such pooled
         separate account or collective investment fund; or

                  (c)      the Source constitutes assets of an "investment fund"
         (within the meaning of Part V of the QPAM Exemption) managed by a
         "qualified professional asset manager" or "QPAM" (within the meaning of
         Part V of the QPAM Exemption), no employee benefit plan's assets that
         are included in such investment fund, when combined with the assets of
         all other employee benefit plans established or maintained by the same
         employer or by an affiliate (within the meaning of Section V(c)(1) of
         the QPAM Exemption) of such employer or by the same employee
         organization and managed by such QPAM, exceed 20% of the total client
         assets managed by such QPAM, the conditions of Part I(c) and (g) of the
         QPAM Exemption are satisfied, neither the QPAM nor a person controlling
         or controlled by the QPAM (applying the definition of "control" in
         Section V(e) of the QPAM Exemption) owns a 5% or more interest in the
         Company and (i) the identity of such QPAM and (ii) the names of all
         employee benefit plans whose assets are included in such investment
         fund have been disclosed to the Company in writing pursuant to this
         paragraph (c); or

                  (d)      the Source is a governmental plan; or

                  (e)      the Source is one or more employee benefit plans, or
         a separate account or trust fund comprised of one or more employee
         benefit plans, each of which has been identified to the Company in
         writing pursuant to this paragraph (e); or

                  (f)      the Source does not include assets of any employee
         benefit plan, other than a plan exempt from the coverage of ERISA; or



<PAGE>   19

                  (g)      the Source is an "insurance company general account"
         as such term is defined in the Department of Labor Prohibited
         Transaction Class Exemption 95-60 (issued July 12, 1995) ("PTE 95-60")
         and there is no "employee benefit plan" with respect to which the
         aggregate amount of such general account's reserves and liabilities for
         the contracts held by or on behalf of such employee benefit plan and
         all other employee benefit plans maintained by the same employer (and
         affiliates thereof as defined in Section V(a)(1) of PTE 95-60) or by
         the same employee organization (in each case determined in accordance
         with the provisions of PTE 95-60) exceeds 10% of the total reserves and
         liabilities of such general account (as determined under PTE 95-60)
         (exclusive of separate account liabilities) plus surplus as set forth
         in the National Association of Insurance Commissioners Annual Statement
         filed with the state of domicile of such Purchaser.

As used in this Section 6.2, the terms "EMPLOYEE BENEFIT PLAN", "GOVERNMENTAL
PLAN", "PARTY IN INTEREST" and "SEPARATE ACCOUNT" shall have the respective
meanings assigned to such terms in Section 3 of ERISA.

7.       INFORMATION AS TO COMPANY.

7.1.              FINANCIAL AND BUSINESS INFORMATION

                  The Company shall deliver to each holder of Notes that is an
Institutional Investor:

                  (a)      Quarterly Statements -- within 60 days after the end
         of each quarterly fiscal period in each fiscal year of the Company
         (other than the last quarterly fiscal period of each such fiscal year),
         duplicate copies of,

                            (i)      a consolidated balance sheet of the Company
                  and its Subsidiaries as at the end of such quarter, and

                            (ii)     consolidated statements of income, changes
                  in stockholders' equity and cash flows of the Company and its
                  Subsidiaries, for such quarter and (in the case of the second
                  and third quarters) for the portion of the fiscal year ending
                  with such quarter,

         setting forth in each case in comparative form the figures for the
         corresponding periods in the previous fiscal year, all in reasonable
         detail, prepared in accordance with GAAP applicable to quarterly
         financial statements generally, and certified by a Senior Financial
         Officer as fairly presenting, in all material respects, the financial
         condition of the companies being reported on and their results of
         operations and cash flows, subject to changes resulting from year-end
         adjustments, provided that delivery within the time period specified
         above of copies of the Company's Quarterly Report on Form 10-Q prepared
         in compliance with the requirements therefor and filed with the
         Securities and Exchange Commission shall be deemed to satisfy the
         requirements of this Section 7.1(a);



<PAGE>   20

                  (b)      Annual Statements -- within 120 days after the end of
         each fiscal year of the Company, duplicate copies of,

                           (i)       a consolidated balance sheet of the Company
                  and its Subsidiaries, as at the end of such year, and

                           (ii)      consolidated statements of income, changes
                  in stockholders' equity and cash flows of the Company and its
                  Subsidiaries, for such year,

         setting forth in each case in comparative form the figures for the
         previous fiscal year, all in reasonable detail, prepared in accordance
         with GAAP, and accompanied by an opinion thereon of independent
         certified public accountants of recognized national standing, which
         opinion shall state that such financial statements present fairly, in
         all material respects, the financial condition of the companies being
         reported upon and their results of operations and cash flows and have
         been prepared in conformity with GAAP, and that the examination of such
         accountants in connection with such financial statements has been made
         in accordance with generally accepted auditing standards, and that such
         audit provides a reasonable basis for such opinion in the
         circumstances, provided that the delivery within the time period
         specified above of the Company's Annual Report on Form 10-K for such
         fiscal year (together with the Company's annual report to shareholders,
         if any, prepared pursuant to Rule 14a-3 under the Exchange Act)
         prepared in accordance with the requirements therefor and filed with
         the Securities and Exchange Commission, together with such accountant's
         opinion, shall be deemed to satisfy the requirements of this Section
         7.1(b);

                  (c)      Unrestricted Subsidiaries -- if, at the time of
         delivery of any financial statements pursuant to Section 7.1(a) or (b),
         Unrestricted Subsidiaries account for more than 10% of (i) the
         consolidated total assets of the Company and its Subsidiaries reflected
         in the balance sheet included in such financial statements or (ii) the
         consolidated revenues of the Company and its Subsidiaries reflected in
         the consolidated statement of income included in such financial
         statements, an unaudited balance sheet for all Unrestricted
         Subsidiaries taken as whole as at the end of the fiscal period included
         in such financial statements and the related unaudited statements of
         income, stockholders' equity and cash flows for such Unrestricted
         Subsidiaries for such period, together with consolidating statements
         reflecting all eliminations or adjustments necessary to reconcile such
         group financial statements to the consolidated financial statements of
         the Company and its Subsidiaries;

                  (d)      SEC and Other Reports -- promptly upon their becoming
         available, one copy of (i) each financial statement, report, notice or
         proxy statement sent by the Company or any Restricted Subsidiary to
         public securities holders generally, and (ii) each regular or periodic
         report, each registration statement (without exhibits except as
         expressly requested by such holder), and each prospectus and all
         amendments thereto filed by the Company or any Restricted Subsidiary
         with the Securities and Exchange Commission and of all press releases
         and other statements made


<PAGE>   21

         available generally by the Company or any Restricted Subsidiary to the
         public concerning developments that are Material;

                  (e)      Notice of Default or Event of Default -- promptly,
         and in any event within five days after a Responsible Officer obtains
         actual knowledge of the existence of any Default or Event of Default or
         that any Person has given any notice or taken any action with respect
         to a claimed default hereunder or that any Person has given any notice
         or taken any action with respect to a claimed default of the type
         referred to in Section 11(f), a written notice specifying the nature
         and period of existence thereof and what action the Company is taking
         or proposes to take with respect thereto; provided that any such notice
         with respect to a Default under Section 11(f) or claimed default of the
         type referred to in Section 11(f) shall be within 10 days after a
         Responsible Officer obtains actual knowledge thereof;

                  (f)      ERISA Matters -- promptly, and in any event within
         five days after a Responsible Officer becoming aware of any of the
         following, a written notice setting forth the nature thereof and the
         action, if any, that the Company or an ERISA Affiliate proposes to take
         with respect thereto:

                           (i)       with respect to any Plan, any reportable
                  event, as defined in section 4043(b) of ERISA and the
                  regulations thereunder, for which notice thereof has not been
                  waived pursuant to such regulations as in effect on the date
                  hereof; or

                           (ii)      the taking by the PBGC of steps to
                  institute, or the threatening by the PBGC of the institution
                  of, proceedings under section 4042 of ERISA for the
                  termination of, or the appointment of a trustee to administer,
                  any Plan, or the receipt by the Company or any ERISA Affiliate
                  of a notice from a Multiemployer Plan that such action has
                  been taken by the PBGC with respect to such Multiemployer
                  Plan; or

                           (iii)     any event, transaction or condition that
                  could result in the incurrence of any liability by the Company
                  or any ERISA Affiliate pursuant to Title I or IV of ERISA or
                  the penalty or excise tax provisions of the Code relating to
                  employee benefit plans, or in the imposition of any Lien on
                  any of the rights, properties or assets of the Company or any
                  ERISA Affiliate pursuant to Title I or IV of ERISA or such
                  penalty or excise tax provisions, if such liability or Lien,
                  taken together with any other such liabilities or Liens then
                  existing, could reasonably be expected to have a Material
                  Adverse Effect;

                  (g)      Notices from Governmental Authority -- promptly, and
         in any event within 30 days of receipt thereof, copies of any notice to
         the Company or any Restricted Subsidiary from any Federal or state
         Governmental Authority relating to any order, ruling, statute or other
         law or regulation that could reasonably be expected to have a Material
         Adverse Effect; and



<PAGE>   22

                  (h)      Requested Information -- with reasonable promptness,
         such other data and information relating to the business, operations,
         affairs, financial condition, assets or properties of the Company or
         any of its Subsidiaries or relating to the ability of the Company to
         perform its obligations hereunder and under the Notes as from time to
         time may be reasonably requested by any such holder of Notes.

7.2.              OFFICER'S CERTIFICATE.

                  Each set of financial statements delivered to a holder of
Notes pursuant to Section 7.1(a) or (b) shall be accompanied by a certificate of
a Senior Financial Officer setting forth:

                  (a)      Covenant Compliance -- the information (including
         detailed calculations) required in order to establish whether the
         Company was in compliance with the requirements of Section 10.1 through
         Section 10.6, inclusive, during the quarterly or annual period covered
         by the statements then being furnished (including with respect to each
         such Section, where applicable, the calculations of the maximum or
         minimum amount, ratio or percentage, as the case may be, permissible
         under the terms of such Sections, and the calculation of the amount,
         ratio or percentage then in existence); and

                  (b)      Event of Default -- a statement that such officer has
         reviewed the relevant terms hereof and has made, or caused to be made,
         under his or her supervision, a review of the transactions and
         conditions of the Company and its Restricted Subsidiaries from the
         beginning of the quarterly or annual period covered by the statements
         then being furnished to the date of the certificate and that such
         review shall not have disclosed the existence during such period of any
         condition or event that constitutes a Default or an Event of Default
         or, if any such condition or event existed or exists (including any
         such event or condition resulting from the failure of the Company or
         any Restricted Subsidiary to comply with any Environmental Law),
         specifying the nature and period of existence thereof and what action
         the Company shall have taken or proposes to take with respect thereto.

7.3.              INSPECTION.

                  The Company will permit the representatives of each holder of
Notes that is an Institutional Investor:

                  (a)      No Default -- if no Default or Event of Default then
         exists, at the expense of such holder and upon reasonable prior notice
         to the Company, to visit the principal executive office of the Company,
         to discuss the affairs, finances and accounts of the Company and its
         Restricted Subsidiaries with the Company's officers, and (with the
         consent of the Company, which consent will not be unreasonably
         withheld) its independent public accountants, and (with the consent of
         the Company, which consent will not be unreasonably withheld) to visit
         the other offices and properties of the Company and each Restricted
         Subsidiary, all at such reasonable times and as often as may be
         reasonably requested in writing; and



<PAGE>   23

                  (b)      Default -- if a Default or Event of Default then
         exists, at the expense of the Company and upon reasonable prior notice
         to the Company, to visit the principal executive office of the Company,
         to discuss the affairs, finances and accounts of the Company and its
         Restricted Subsidiaries with the Company's officers, and (with the
         consent of the Company, which consent will not be unreasonably
         withheld) its independent public accountants, and (with the consent of
         the Company, which consent will not be unreasonably withheld) to visit
         the other offices and properties of the Company and each Restricted
         Subsidiary, all at such reasonable times and as often as may be
         reasonably requested in writing.

8.       PREPAYMENT OF THE NOTES.

8.1.              REQUIRED PREPAYMENTS.

                  No regularly scheduled prepayments are due on the Notes prior
to their stated maturity.

8.2.              OPTIONAL PREPAYMENTS WITH MAKE-WHOLE AMOUNT.

                  The Company may, at its option, upon notice as provided below,
prepay at any time all, or from time to time any part of, the Notes in an amount
not less than $2,000,000 in the aggregate in the case of a partial prepayment,
at 100% of the principal amount so prepaid, plus the Make-Whole Amount
determined for the prepayment date with respect to such principal amount. The
Company will give each holder of Notes written notice of each optional
prepayment under this Section 8.2 not less than 30 days and not more than 60
days prior to the date fixed for such prepayment. Each such notice shall specify
such date, the aggregate principal amount of the Notes to be prepaid on such
date, the principal amount of each Note held by such holder to be prepaid
(determined in accordance with Section 8.3), and the interest to be paid on the
prepayment date with respect to such principal amount being prepaid, and shall
be accompanied by a certificate of a Senior Financial Officer as to the
estimated Make-Whole Amount due in connection with such prepayment (calculated
as if the date of such notice were the date of the prepayment), setting forth
the details of such computation. Two Business Days prior to such prepayment, the
Company shall deliver to each holder of Notes a certificate of a Senior
Financial Officer specifying the calculation of such Make-Whole Amount as of the
specified prepayment date.

8.3.              ALLOCATION OF PARTIAL PREPAYMENTS.

                  In the case of each partial prepayment of the Notes, the
principal amount of the Notes to be prepaid shall be allocated among all of the
Notes at the time outstanding in proportion, as nearly as practicable, to the
respective unpaid principal amounts thereof not theretofore called for
prepayment.
<PAGE>   24

8.4.     MATURITY; SURRENDER, ETC.

               In the case of each prepayment of Notes pursuant to this Section
8, the principal amount of each Note to be prepaid shall mature and become due
and payable on the date fixed for such prepayment, together with interest on
such principal amount accrued to such date and the applicable Make-Whole Amount,
if any. From and after such date, unless the Company shall fail to pay such
principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue. Any Note paid or prepaid in full shall be surrendered to the
Company and canceled and shall not be reissued, and no Note shall be issued in
lieu of any prepaid principal amount of any Note.

8.5.     PURCHASE OF NOTES.

               The Company will not, and will not permit any Affiliate to,
purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of
the outstanding Notes except upon the payment or prepayment of the Notes in
accordance with the terms of this Agreement and the Notes. The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant to any
payment, prepayment or purchase of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such
Notes.

8.6.     MAKE-WHOLE AMOUNT.

               The term "MAKE-WHOLE AMOUNT" means, with respect to any Note, an
amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Note over the
amount of such Called Principal, provided that the Make-Whole Amount may in no
event be less than zero. For the purposes of determining the Make-Whole Amount,
the following terms have the following meanings:

                  "CALLED PRINCIPAL" means, with respect to any Note, the
         principal of such Note that is to be prepaid pursuant to Section 8.2 or
         has become or is declared to be immediately due and payable pursuant to
         Section 12.1, as the context requires.

                  "DISCOUNTED VALUE" means, with respect to the Called Principal
         of any Note, the amount obtained by discounting all Remaining Scheduled
         Payments with respect to such Called Principal from their respective
         scheduled due dates to the Settlement Date with respect to such Called
         Principal, in accordance with accepted financial practice and at a
         discount factor (applied on the same periodic basis as that on which
         interest on the Notes is payable) equal to the Reinvestment Yield with
         respect to such Called Principal.

                  "REINVESTMENT YIELD" means, with respect to the Called
         Principal of any Note, .50% over the yield to maturity implied by (i)
         the yields reported, as of 10:00 A.M. (New York City time) on the
         second Business Day preceding the Settlement Date with respect to such
         Called Principal, on the display designated as the "PX Screen" on the
         Bloomberg Financial Market Service (or such other display as may
         replace the PX Screen on Bloomberg Financial Market Service) for
         actively traded U.S. Treasury securities having a maturity equal to the
         Remaining Average Life of such Called Principal as of such Settlement
         Date, or (ii) if such yields are not reported as of such time or the
         yields



<PAGE>   25


         reported as of such time are not ascertainable, the Treasury Constant
         Maturity Series Yields reported, for the latest day for which such
         yields have been so reported as of the second Business Day preceding
         the Settlement Date with respect to such Called Principal, in Federal
         Reserve Statistical Release H.15 (519) (or any comparable successor
         publication) for actively traded U.S. Treasury securities having a
         constant maturity equal to the Remaining Average Life of such Called
         Principal as of such Settlement Date. Such implied yield will be
         determined, if necessary, by (a) converting U.S. Treasury bill
         quotations to bond-equivalent yields in accordance with accepted
         financial practice and (b) interpolating linearly between (1) the
         actively traded U.S. Treasury security with the duration closest to and
         greater than the Remaining Average Life and (2) the actively traded
         U.S. Treasury security with the duration closest to and less than the
         Remaining Average Life.

                  "REMAINING AVERAGE LIFE" means, with respect to any Called
         Principal, the number of years (calculated to the nearest one-twelfth
         year) obtained by dividing (i) such Called Principal into (ii) the sum
         of the products obtained by multiplying (a) the principal component of
         each Remaining Scheduled Payment with respect to such Called Principal
         by (b) the number of years (calculated to the nearest one-twelfth year)
         that will elapse between the Settlement Date with respect to such
         Called Principal and the scheduled due date of such Remaining Scheduled
         Payment.

                  "REMAINING SCHEDULED PAYMENTS" means, with respect to the
         Called Principal of any Note, all payments of such Called Principal and
         interest thereon that would be due after the Settlement Date with
         respect to such Called Principal if no payment of such Called Principal
         were made prior to its scheduled due date, provided that if such
         Settlement Date is not a date on which interest payments are due to be
         made under the terms of the Notes, then the amount of the next
         succeeding scheduled interest payment will be reduced by the amount of
         interest accrued to such Settlement Date and required to be paid on
         such Settlement Date pursuant to Section 8.2 or 12.1.

                  "SETTLEMENT DATE" means, with respect to the Called Principal
         of any Note, the date on which such Called Principal is to be prepaid
         pursuant to Section 8.2 or has become or is declared to be immediately
         due and payable pursuant to Section 12.1, as the context requires.

9.       AFFIRMATIVE COVENANTS.

               The Company covenants that so long as any of the Notes are
outstanding:

9.1.     COMPLIANCE WITH LAW.

               The Company will, and will cause each Restricted Subsidiary to,
comply with all laws, ordinances or governmental rules or regulations to which
each of them is subject, including, without limitation, Environmental Laws, and
will obtain and maintain in effect all licenses, certificates, permits,
franchises and other governmental authorizations necessary to the ownership of
their respective properties or to the conduct of their respective businesses, in
each case to the extent necessary to ensure that non-compliance with such laws,
ordinances or

<PAGE>   26


governmental rules or regulations or failures to obtain or maintain in effect
such licenses, certificates, permits, franchises and other governmental
authorizations could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

9.2.     INSURANCE.

               The Company will, and will cause each Restricted Subsidiary to,
maintain, with financially sound and reputable insurers, insurance with respect
to their respective properties and businesses against such casualties and
contingencies, of such types, on such terms and in such amounts (including
deductibles, co-insurance and self-insurance, if adequate reserves are
maintained with respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business and similarly
situated.

9.3.     MAINTENANCE OF PROPERTIES.

               The Company will and will cause each Restricted Subsidiary to
maintain and keep, or cause to be maintained and kept, their respective
properties in good repair, working order and condition (other than ordinary wear
and tear), so that the business carried on in connection therewith may be
properly conducted at all times, provided that this Section shall not prevent
the Company or any Restricted Subsidiary from discontinuing the operation and
the maintenance of any of its properties if such discontinuance is desirable in
the conduct of its business and the Company has concluded that such
discontinuance could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

9.4.     PAYMENT OF TAXES AND CLAIMS.

               The Company will, and will cause each Restricted Subsidiary to,
file all tax returns required to be filed in any jurisdiction and to pay and
discharge all taxes shown to be due and payable on such returns and all other
taxes, assessments, governmental charges, or levies imposed on them or any of
their properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent
and all claims for which sums have become due and payable that have or might
become a Lien on properties or assets of the Company or any Restricted
Subsidiary, provided that neither the Company nor any Restricted Subsidiary need
pay any such tax or assessment or claims if (i) the amount, applicability or
validity thereof is contested by the Company or such Restricted Subsidiary on a
timely basis in good faith and in appropriate proceedings, and the Company or a
Restricted Subsidiary has established adequate reserves therefor in accordance
with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the
nonpayment of all such taxes and assessments in the aggregate could not
reasonably be expected to have a Material Adverse Effect.

9.5.     CORPORATE EXISTENCE, ETC.

               Subject to Section 10.5, the Company will at all times preserve
and keep in full force and effect its corporate existence. Subject to Sections
10.4 and 10.5, the Company will at all times preserve and keep in full force and
effect the corporate existence of each Restricted Subsidiary (unless merged into
the Company or a Restricted Subsidiary) and all rights and


<PAGE>   27

franchises of the Company and its Restricted Subsidiaries unless, in the good
faith judgment of the Company, the termination of or failure to preserve and
keep in full force and effect such corporate existence, right or franchise could
not, individually or in the aggregate, have a Material Adverse Effect.

10.      NEGATIVE COVENANTS.

               The Company covenants that so long as any of the Notes are
outstanding:

10.1.    ADJUSTED CONSOLIDATED NET WORTH.

               The Company will not permit Adjusted Consolidated Net Worth at
any time to be less than $175,000,000 plus the cumulative sum of 50% of
Consolidated Net Income (without reduction for a net deficit) for each fiscal
quarter ending after December 31, 1998.

10.2.    CONSOLIDATED INDEBTEDNESS; INDEBTEDNESS OF RESTRICTED SUBSIDIARIES.

                  The Company will not permit:

               (a) Consolidated Indebtedness to exceed 65% of Consolidated Total
          Capitalization at any time; and

               (b) Any Restricted Subsidiary other than Belden Wire to incur any
          Indebtedness if, after giving effect thereto and to the application of
          the proceeds therefrom, Priority Debt outstanding would exceed 20% of
          Consolidated Total Capitalization.

10.3.    LIENS.

               The Company will not, and will not permit any Restricted
Subsidiary to, permit to exist, create, assume or incur, directly or indirectly,
any Lien on its properties or assets, whether now owned or hereafter acquired
(unless, concurrently with the incurrence, assumption or creation of such Lien,
the Company makes, or causes to be made, effective provision whereby the Notes
are equally and ratably secured by a Lien on the same property or assets),
except:

               (a) Liens existing on property or assets of the Company or any
          Restricted Subsidiary as of the date of this Agreement that are
          described in Schedule 10.3;

               (b) Liens for taxes, assessments or governmental charges not then
          due and delinquent or the nonpayment of which is permitted by Section
          9.4;

               (c) encumbrances in the nature of leases, subleases, zoning
          restrictions, easements, rights of way and other rights and
          restrictions of record on the use of real property and defects in
          title arising or incurred in the ordinary course of business, which,
          individually and in the aggregate, do not materially impair the use or
          value of the property or assets subject thereto;

<PAGE>   28


               (d) Liens incidental to the conduct of business or the ownership
          of properties and assets (including landlords', lessors', carriers',
          warehousemen's, mechanics', materialmen's and other similar liens) and
          Liens to secure the performance of bids, tenders, leases or trade
          contracts, or to secure statutory obligations (including obligations
          under workers compensation, unemployment insurance and other social
          security legislation), surety or appeal bonds or other Liens of like
          general nature incurred in the ordinary course of business and not in
          connection with the borrowing of money;

               (e) any attachment or judgment Lien, unless the judgment it
          secures has not, within 60 days after the entry thereof, been
          discharged or execution thereof stayed pending appeal, or has not been
          discharged within 60 days after the expiration of any such stay;

               (f) Liens securing Indebtedness of a Restricted Subsidiary to the
          Company or to another Restricted Subsidiary and Liens securing
          Indebtedness of the Company to a Restricted Subsidiary;

               (g) Liens (i) existing on property at the time of its acquisition
          by the Company or a Restricted Subsidiary and not created in
          contemplation thereof, whether or not the Indebtedness secured by such
          Lien is assumed by the Company or a Restricted Subsidiary; or (ii) on
          property created contemporaneously with its acquisition or within 180
          days of the acquisition or completion of construction thereof to
          secure or provide for all or a portion of the purchase price or cost
          of construction of such property after the date of Closing; or (iii)
          existing on property of a Person at the time such Person is merged or
          consolidated with, or becomes a Restricted Subsidiary of, or
          substantially all of its assets are acquired by, the Company or a
          Restricted Subsidiary and not created in contemplation thereof;
          provided that in the case of clauses (i), (ii) and (iii) such
          Liens do not extend to additional property of the Company or any
          Restricted Subsidiary (other than property that is an improvement to
          or is acquired for specific use in connection with the subject
          property) and, in the case of clause (ii) only, that the aggregate
          principal amount of Indebtedness secured by each such Lien does not
          exceed the lesser of the fair market value (determined in good faith
          by the board of directors of the Company) or cost of acquisition or
          construction of the property subject thereto;

               (h) Liens resulting from extensions, renewals or replacements of
          Liens permitted by paragraphs (a), (f) and (g), provided that (i)
          there is no increase in the principal amount or decrease in maturity
          of the Indebtedness secured thereby at the time of such extension,
          renewal or replacement, (ii) any new Lien attaches only to the same
          property theretofore subject to such earlier Lien and (iii)
          immediately after such extension, renewal or replacement no Default or
          Event of Default would exist; and

               (i) Additional Liens securing Indebtedness not otherwise
          permitted by paragraphs (a) through (h) above, provided that, at the
          time of creation, assumption or incurrence thereof and immediately
          after giving effect thereto and


<PAGE>   29

          to the application of the proceeds therefrom, Priority Debt
          outstanding does not exceed 20% of Consolidated Total Capitalization.

10.4.    SALE OF ASSETS.

               Except as permitted by Section 10.5, the Company will not, and
will not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise
dispose of, including by way of merger (collectively a "DISPOSITION"), any
assets, including capital stock of Restricted Subsidiaries, in one or a series
of transactions, to any Person, other than (a) Dispositions in the ordinary
course of business, (b) Dispositions by the Company to a Restricted Subsidiary
or by a Restricted Subsidiary to the Company or another Restricted Subsidiary or
(c) other Dispositions not otherwise permitted by this Section 10.4, provided
that the aggregate net book value of all assets so disposed of in any fiscal
year pursuant to this Section 10.4(c) does not exceed 10% of Consolidated Total
Assets as of the end of the immediately preceding fiscal year. Notwithstanding
the foregoing, the Company may, or may permit any Restricted Subsidiary to, make
a Disposition and the assets subject to such Disposition shall not be subject to
or included in the foregoing limitation and computation contained in clause (c)
of the preceding sentence to the extent that (x) such assets are leased back by
the Company or any Restricted Subsidiary, as lessee, within 180 days of the
Disposition thereof, or (y) the net proceeds from such Disposition are within
one year of such Disposition (A) reinvested in productive assets by the Company
or a Restricted Subsidiary or (B) applied to the payment or prepayment of any
outstanding Indebtedness of the Company or any Restricted Subsidiary that is not
subordinated to the Notes. Any prepayment of Notes pursuant to this Section 10.4
shall be in accordance with Sections 8.2 and 8.3, without regard to the minimum
prepayment requirements of Section 8.2.

10.5.    MERGERS, CONSOLIDATIONS, ETC.

               The Company will not, and will not permit any Restricted
Subsidiary to, consolidate with or merge with any other Person or convey,
transfer, sell or lease all or substantially all of its assets in a single
transaction or series of transactions to any Person except that:

               (a) the Company may consolidate or merge with any other Person or
          convey, transfer, sell or lease all or substantially all of its assets
          in a single transaction or series of transactions to any Person,
          provided that:

                    (i) the successor formed by such consolidation or the
               survivor of such merger or the Person that acquires by
               conveyance, transfer, sale or lease all or substantially all of
               the assets of the Company as an entirety, as the case may be,
               shall be a solvent corporation organized and existing under the
               laws of the United States, any State thereof (including the
               District of Columbia), Canada or any province thereof, or a
               country within Western Europe, and, if the Company is not such
               corporation, such corporation (x) shall have executed and
               delivered to each holder of any Notes its assumption of the due
               and punctual performance and observance of each covenant and
               condition of this Agreement and the Notes and (y) shall have
               caused to be delivered to each holder of any Notes an opinion of
               independent counsel reasonably satisfactory to the

<PAGE>   30


               Required Holders, to the effect that all agreements or
               instruments effecting such assumption are enforceable in
               accordance with their terms and comply with the terms hereof;

                    (ii) the successor formed by such consolidation or the
               survivor of such merger or the Person that acquires by
               conveyance, transfer, sale or lease all or substantially all of
               the assets of the Company as an entirety, as the case may be,
               could incur immediately thereafter $1.00 of additional
               Indebtedness without violating Section 10.2;

                    (iii) immediately before and after giving effect to such
               transaction, no Default or Event of Default shall exist; and

               (b) Any Restricted Subsidiary may (x) merge into the Company
          (provided that the Company is the surviving corporation) or another
          Restricted Subsidiary or (y) sell, transfer or lease all or any part
          of its assets to the Company or another Restricted Subsidiary, or (z)
          merge or consolidate with, or sell, transfer or lease all or
          substantially all of its assets to, any Person in a transaction that
          is permitted by Section 10.4 or, as a result of which, such Person
          becomes a Restricted Subsidiary; provided in each instance set forth
          in clauses (x) through (z) that, immediately before and after giving
          effect thereto, there shall exist no Default or Event of Default and
          provided further, that, in the case of a transaction contemplated by
          clause (z), if the Restricted Subsidiary is a Subsidiary Guarantor and
          it is not the surviving corporation, the survivor of such merger shall
          be a solvent corporation organized and existing under the laws of the
          United States, any State thereof (including the District of Columbia),
          Canada or any province thereof, or a country within Western Europe,
          and such corporation (A) shall have executed and delivered to each
          holder of any Notes its assumption of the due and punctual performance
          and observance of each covenant and condition of the Subsidiary
          Guaranty applicable to the Subsidiary Guarantor that does not survive,
          and (B) shall have caused to be delivered to each holder of any Notes
          an opinion of independent counsel reasonably satisfactory to the
          Required Holders, to the effect that all agreements or instruments
          effecting such assumption are enforceable in accordance with their
          terms and comply with the terms hereof;

No such conveyance, transfer, sale or lease of all or substantially all of the
assets of the Company shall have the effect of releasing the Company or any
successor corporation that shall theretofore have become such in the manner
prescribed in this Section 10.5 from its liability under this Agreement or the
Notes.

10.6.    DISPOSITION OF STOCK OF RESTRICTED SUBSIDIARIES.

               The Company (i) will not permit any Restricted Subsidiary to
issue its capital stock, or any warrants, rights or options to purchase, or
securities convertible into or exchangeable for, such capital stock, to any
Person other than the Company or another Restricted Subsidiary, and (ii) will
not, and will not permit any Restricted Subsidiary to, sell, transfer or
otherwise dispose of any shares of capital stock of a Restricted Subsidiary if
such sale would be prohibited by Section 10.4. If a Restricted Subsidiary at any
time ceases to be such as a result of a sale or

<PAGE>   31


issuance of its capital stock, any Liens on property of the Company or any other
Restricted Subsidiary securing Indebtedness owed to such Restricted Subsidiary,
which is not contemporaneously repaid, together with such Indebtedness, shall be
deemed to have been incurred by the Company or such other Restricted Subsidiary,
as the case may be, at the time such Restricted Subsidiary ceases to be a
Restricted Subsidiary.

10.7.    DESIGNATION OF UNRESTRICTED SUBSIDIARIES.

               The Company will not designate a Subsidiary Guarantor as an
Unrestricted Subsidiary. The Company may designate any other Restricted
Subsidiary as an Unrestricted Subsidiary unless such Subsidiary has been
designated an Unrestricted Subsidiary more than once previously and unless
immediately before or after such designation there exists a Default or Event of
Default.

10.8.    NATURE OF BUSINESS.

               The Company will not, and will not permit any Restricted
Subsidiary to, engage in any business if, as a result, the general nature of the
business in which the Company and its Restricted Subsidiaries, taken as a whole,
would then be engaged would be substantially changed from the general nature of
the business in which the Company and its Restricted Subsidiaries, taken as a
whole, are engaged on the date of this Agreement as described in the Memorandum.

10.9.    GUARANTIES BY SUBSIDIARIES.

               The Company will not permit any Subsidiary to directly or
indirectly guarantee any of the Company's Indebtedness or other obligations
under the Credit Agreement unless such Subsidiary is, or concurrently therewith
becomes, a party to the Subsidiary Guaranty.

10.10.   TRANSACTIONS WITH AFFILIATES.

               The Company will not and will not permit any Restricted
Subsidiary to enter into directly or indirectly any Material transaction or
Material group of related transactions (including without limitation the
purchase, lease, sale or exchange of properties of any kind or the rendering of
any service) with any Affiliate (other than the Company or another Restricted
Subsidiary), except upon fair and reasonable terms no less favorable to the
Company or such Restricted Subsidiary than would be obtainable in a comparable
arm's-length transaction with a Person not an Affiliate.

11.      EVENTS OF DEFAULT.

               An "EVENT OF DEFAULT" shall exist if any of the following
conditions or events shall occur and be continuing:

               (a) the Company defaults in the payment of any principal or
          Make-Whole Amount, if any, on any Note when the same becomes due and
          payable, whether at maturity or at a date fixed for prepayment or by
          declaration or otherwise; or


<PAGE>   32


               (b) the Company defaults in the payment of any interest on any
          Note for more than five Business Days after the same becomes due and
          payable; or

               (c) the Company defaults in the performance of or compliance with
          any term contained in Section 7.1(e) or Sections 10.1 through 10.10;
          or

               (d) the Company defaults in the performance of or compliance with
          any term contained herein (other than those referred to in paragraphs
          (a), (b) and (c) of this Section 11) and such default is not remedied
          within 30 days after the earlier of (i) a Responsible Officer
          obtaining actual knowledge of such default and (ii) the Company
          receiving written notice of such default from any holder of a Note
          (any such written notice to be identified as a "notice of default");
          or

               (e) any representation or warranty made in writing by or on
          behalf of the Company or any Subsidiary Guarantor or by any officer of
          the Company or any Subsidiary Guarantor in this Agreement or the
          Subsidiary Guaranty or in any writing furnished in connection with the
          transactions contemplated hereby proves to have been false or
          incorrect in any material respect on the date as of which made; or

               (f) (i) the Company or any Restricted Subsidiary is in default
          (as principal or as guarantor or other surety) in the payment of any
          principal of or premium or make-whole amount or interest on any
          Indebtedness that is outstanding in an aggregate principal amount in
          excess of 5% of Adjusted Consolidated Net Worth (as of the end of the
          most recently completed fiscal period of the Company) beyond any
          period of grace provided with respect thereto, or (ii) the Company or
          any Restricted Subsidiary is in default in the performance of or
          compliance with any term of any evidence of any Indebtedness that is
          outstanding in an aggregate principal amount in excess of 5% of
          Adjusted Consolidated Net Worth (as of the end of the most recently
          completed fiscal period of the Company) or of any mortgage, indenture
          or other agreement relating thereto or any other condition exists, and
          as a consequence of such default or condition such Indebtedness has
          become, or has been declared, due and payable before its stated
          maturity or before its regularly scheduled dates of payment, or (iii)
          as a consequence of the occurrence or continuation of any event or
          condition (other than the giving of notice of optional redemption, the
          passage of time or the right of the holder of Indebtedness to convert
          such Indebtedness into equity interests), the Company or any
          Restricted Subsidiary has become obligated to purchase or repay
          Indebtedness before its regular maturity or before its regularly
          scheduled dates of payment in an aggregate outstanding principal
          amount in excess of 5% of Adjusted Consolidated Net Worth (as of the
          end of the most recently completed fiscal period of the Company); or

               (g) the Company or any Material Restricted Subsidiary (i) is
          generally not paying, or admits in writing its inability to pay, its
          debts as they become due, (ii) files, or consents by answer or
          otherwise to the filing against it of, a petition for relief or
          reorganization or arrangement or any other petition in bankruptcy, for
          liquidation or to take advantage of any bankruptcy, insolvency,
          reorganization, moratorium or other similar law of any jurisdiction,
          (iii) makes an assignment for the


<PAGE>   33




          benefit of its creditors, (iv) consents to the appointment of a
          custodian, receiver, trustee or other officer with similar powers with
          respect to it or with respect to any substantial part of its property,
          (v) is adjudicated as insolvent or to be liquidated, or (vi) takes
          corporate action for the purpose of any of the foregoing; or

               (h) a court or governmental authority of competent jurisdiction
          enters an order appointing, without consent by the Company or any
          Material Restricted Subsidiary, a custodian, receiver, trustee or
          other officer with similar powers with respect to it or with respect
          to any substantial part of its property, or constituting an order for
          relief or approving a petition for relief or reorganization or any
          other petition in bankruptcy or for liquidation or to take advantage
          of any bankruptcy or insolvency law of any jurisdiction, or ordering
          the dissolution, winding-up or liquidation of the Company or any
          Material Restricted Subsidiary, or any such petition shall be filed
          against the Company or any Material Restricted Subsidiary and such
          petition shall not be dismissed within 60 days; or

               (i) a final judgment or judgments for the payment of money
          aggregating in excess of 5% of Adjusted Consolidated Net Worth (as of
          the end of the most recently completed fiscal period of the Company)
          are rendered against one or more of the Company and its Material
          Restricted Subsidiaries, which judgments are not, within 60 days after
          entry thereof, bonded, discharged or stayed pending appeal, or are not
          discharged within 60 days after the expiration of such stay; or

               (j) if (i) any Plan shall fail to satisfy the minimum funding
          standards of ERISA or the Code for any plan year or part thereof or a
          waiver of such standards or extension of any amortization period is
          sought or granted under section 412 of the Code, (ii) a notice of
          intent to terminate any Plan shall have been or is reasonably expected
          to be filed with the PBGC or the PBGC shall have instituted
          proceedings under ERISA section 4042 to terminate or appoint a trustee
          to administer any Plan or the PBGC shall have notified the Company or
          any ERISA Affiliate that a Plan may become a subject of any such
          proceedings, (iii) the aggregate "amount of unfunded benefit
          liabilities" (within the meaning of section 4001(a)(18) of ERISA)
          under all Plans, other than the Top Hat Plans, determined in
          accordance with Title IV of ERISA, shall exceed 5% of Adjusted
          Consolidated Net Worth (as of the end of the most recently completed
          fiscal period of the Company), (iv) the Company or any ERISA Affiliate
          shall have incurred or is reasonably expected to incur any liability
          pursuant to Title I or IV of ERISA or the penalty or excise tax
          provisions of the Code relating to employee benefit plans, (v) the
          Company or any ERISA Affiliate withdraws from any Multiemployer Plan,
          or (vi) the Company or any Subsidiary establishes or amends any
          employee welfare benefit plan that provides post-employment welfare
          benefits in a manner that would increase the liability of the Company
          or any Subsidiary thereunder; and any such event or events described
          in clauses (i) through (vi) above, either individually or together
          with any other such event or events, could reasonably be expected to
          have a Material Adverse Effect; or

               (k) the Subsidiary Guaranty ceases to be in full force and effect
          as a result of acts taken by the Company or any Subsidiary Guarantor
          or is


<PAGE>   34


          declared to be null and void in whole or in material part by a court
          or other governmental or regulatory authority having jurisdiction or
          the validity or enforceability thereof shall be contested by any of
          the Company or any Subsidiary Guarantor or any of them renounces any
          of the same or denies that it has any or further liability thereunder.

As used in Section 11(j), the terms "EMPLOYEE BENEFIT PLAN" and "EMPLOYEE
WELFARE BENEFIT PLAN" shall have the respective meanings assigned to such terms
in Section 3 of ERISA.

12.      REMEDIES ON DEFAULT, ETC.

12.1.    ACCELERATION.

               (a) If an Event of Default with respect to the Company or a
          Subsidiary Guarantor described in paragraph (g) or (h) of Section 11
          (other than an Event of Default described in clause (i) of paragraph
          (g) or described in clause (vi) of paragraph (g) by virtue of the fact
          that such clause encompasses clause (i) of paragraph (g)) has
          occurred, all the Notes then outstanding shall automatically become
          immediately due and payable.

               (b) If any other Event of Default has occurred and is continuing,
          any holder or holders of more than 50% of the principal amount of the
          Notes at the time outstanding may at any time at its or their option,
          by notice or notices to the Company, declare all the Notes then
          outstanding to be immediately due and payable.

               (c) If any Event of Default described in paragraph (a) or (b) of
          Section 11 has occurred and is continuing, any holder or holders of
          Notes at the time outstanding affected by such Event of Default may at
          any time, at its or their option, by notice or notices to the Company,
          declare all the Notes held by it or them to be immediately due and
          payable.

               Upon any Notes becoming due and payable under this Section 12.1,
whether automatically or by declaration, such Notes will forthwith mature and
the entire unpaid principal amount of such Notes, plus (x) all accrued and
unpaid interest thereon and (y) the Make-Whole Amount determined in respect of
such principal amount (to the full extent permitted by applicable law), shall
all be immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company
(except as herein specifically provided for) and that the provision for payment
of a Make-Whole Amount by the Company in the event that the Notes are prepaid or
are accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.

12.2.    OTHER REMEDIES.

               If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or have been
declared immediately due and payable under Section 12.1, the holder of any Note
at the time outstanding may proceed to protect and enforce the rights of such
holder by an action at law, suit in equity or other appropriate proceeding,


<PAGE>   35

whether for the specific performance of any agreement contained herein or in any
Note, or for an injunction against a violation of any of the terms hereof or
thereof, or in aid of the exercise of any power granted hereby or thereby or by
law or otherwise.

12.3.    RESCISSION.

               At any time after any Notes have been declared due and payable
pursuant to clause (b) or (c) of Section 12.1, the holders of more than 50% in
principal amount of the Notes then outstanding, by written notice to the
Company, may rescind and annul any such declaration and its consequences if (a)
the Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid
other than by reason of such declaration, and all interest on such overdue
principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the Default
Rate, (b) all Events of Default and Defaults, other than non-payment of amounts
that have become due solely by reason of such declaration, have been cured or
have been waived pursuant to Section 17, and (c) no judgment or decree has been
entered for the payment of any monies due pursuant hereto or to the Notes. No
rescission and annulment under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereon.

12.4.    NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC.

               No course of dealing and no delay on the part of any holder of
any Note in exercising any right, power or remedy shall operate as a waiver
thereof or otherwise prejudice such holder's rights, powers or remedies. No
right, power or remedy conferred by this Agreement or by any Note upon any
holder thereof shall be exclusive of any other right, power or remedy referred
to herein or therein or now or hereafter available at law, in equity, by statute
or otherwise. Without limiting the obligations of the Company under Section 15,
the Company will pay to the holder of each Note on demand such further amount as
shall be sufficient to cover all costs and expenses of such holder incurred in
any enforcement or collection under this Section 12, including, without
limitation, reasonable attorneys' fees, expenses and disbursements.

13.      REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1.    REGISTRATION OF NOTES.

               The Company shall keep at its principal executive office a
register for the registration and registration of transfers of Notes. The name
and address of each holder of one or more Notes, each transfer thereof and the
name and address of each transferee of one or more Notes shall be registered in
such register. Prior to due presentment for registration of transfer, the Person
in whose name any Note shall be registered shall be deemed and treated as the
owner and holder thereof for all purposes hereof, and the Company shall not be
affected by any notice or knowledge to the contrary. The Company shall give to
any holder of a Note that is an Institutional Investor, promptly upon request
therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.


<PAGE>   36

13.2.    TRANSFER AND EXCHANGE OF NOTES.

               Upon surrender of any Note at the principal executive office of
the Company for registration of transfer or exchange (and in the case of a
surrender for registration of transfer, duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of such
Note or his attorney duly authorized in writing and accompanied by the address
for notices of each transferee of such Note or part thereof), the Company shall
execute and deliver, at the Company's expense (except as provided below), one or
more new Notes (as requested by the holder thereof) in exchange therefor, in an
aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Each such new Note shall be payable to such Person as such
holder may request and shall be substantially in the form of Exhibit 1.1-A,
1.1-B or 1.1-C, as appropriate. Each such new Note shall be dated and bear
interest from the date to which interest shall have been paid on the surrendered
Note or dated the date of the surrendered Note if no interest shall have been
paid thereon. The Company may require payment of a sum sufficient to cover any
stamp tax or governmental charge imposed in respect of any such transfer of
Notes. Notes shall not be transferred in denominations of less than $500,000,
provided that if necessary to enable the registration of transfer by a holder of
its entire holding of Notes, one Note may be in a denomination of less than
$500,000. Any transferee, by its acceptance of a Note registered in its name (or
the name of its nominee), shall be deemed to have made the representation set
forth in Section 6.2.

13.3.    REPLACEMENT OF NOTES.

               Upon receipt by the Company of evidence reasonably satisfactory
to it of the ownership of and the loss, theft, destruction or mutilation of any
Note (which evidence shall be, in the case of an Institutional Investor, notice
from such Institutional Investor of such ownership and such loss, theft,
destruction or mutilation), and

               (a) in the case of loss, theft or destruction, of indemnity
          reasonably satisfactory to it (provided that if the holder of such
          Note is, or is a nominee for, an original Purchaser or another
          Institutional Investor holder of a Note with a minimum net worth of at
          least $50,000,000, such Person's own unsecured agreement of indemnity
          shall be deemed to be satisfactory), or

               (b) in the case of mutilation, upon surrender and cancellation
          thereof,

the Company at its own expense shall execute and deliver, in lieu thereof, a new
Note, dated and bearing interest from the date to which interest shall have been
paid on such lost, stolen, destroyed or mutilated Note or dated the date of such
lost, stolen, destroyed or mutilated Note if no interest shall have been paid
thereon.

<PAGE>   37

14.  PAYMENTS ON NOTES.

14.1.    PLACE OF PAYMENT.

               Subject to Section 14.2, payments of principal, Make-Whole
Amount, if any, and interest becoming due and payable on the Notes shall be made
in Chicago, Illinois at the principal office of Bank of America in such
jurisdiction. The Company may at any time, by notice to each holder of a Note,
change the place of payment of the Notes so long as such place of payment shall
be either the principal office of the Company in such jurisdiction or the
principal office of a bank or trust company in such jurisdiction.

14.2.    HOME OFFICE PAYMENT.

               So long as you or your nominee shall be the holder of any Note,
and notwithstanding anything contained in Section 14.1 or in such Note to the
contrary, the Company will pay all sums becoming due on such Note for principal,
Make-Whole Amount, if any, and interest by the method and at the address
specified for such purpose below your name in Schedule A, or by such other
method or at such other address as you shall have from time to time specified to
the Company in writing for such purpose, without the presentation or surrender
of such Note or the making of any notation thereon, except that upon written
request of the Company made concurrently with or reasonably promptly after
payment or prepayment in full of any Note, you shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated
by the Company pursuant to Section 14.1. Prior to any sale or other disposition
of any Note held by you or your nominee you will, at your election, either
endorse thereon the amount of principal paid thereon and the last date to which
interest has been paid thereon or surrender such Note to the Company in exchange
for a new Note or Notes pursuant to Section 13.2. The Company will afford the
benefits of this Section 14.2 to any Institutional Investor that is the direct
or indirect transferee of any Note purchased by you under this Agreement and
that has made the same agreement relating to such Note as you have made in this
Section 14.2.

15.  EXPENSES, ETC.

15.1.    TRANSACTION EXPENSES.

               Whether or not the transactions contemplated hereby are
consummated, the Company will pay all costs and expenses (including reasonable
attorneys' fees of one special counsel for you and the Other Purchasers
collectively and, if reasonably required, local or other counsel) incurred by
you and each Other Purchaser or holder of a Note in connection with such
transactions and in connection with any amendments, waivers or consents under or
in respect of this Agreement or the Notes (whether or not such amendment, waiver
or consent becomes effective), including, without limitation: (a) the reasonable
costs and expenses incurred in enforcing or defending (or determining whether or
how to enforce or defend) any rights under this Agreement or the Notes or in
responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement or the Notes, or by reason of
being a holder of any Note, and (b) the costs and expenses, including financial
advisors' fees, incurred in connection with the insolvency or bankruptcy of the
Company or any Subsidiary or


<PAGE>   38

in connection with any work-out or restructuring of the transactions
contemplated hereby and by the Notes. The Company will pay, and will save you
and each other holder of a Note harmless from, all claims in respect of any
fees, costs or expenses if any, of brokers and finders (other than those
retained by you).

15.2.    SURVIVAL.

               The obligations of the Company under this Section 15 will survive
the payment or transfer of any Note, the enforcement, amendment or waiver of any
provision of this Agreement or the Notes, and the termination of this Agreement.

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

               All representations and warranties contained herein shall survive
the execution and delivery of this Agreement and the Notes, the purchase or
transfer by you of any Note or portion thereof or interest therein and the
payment of any Note, and may be relied upon by any subsequent holder of a Note,
regardless of any investigation made at any time by or on behalf of you or any
other holder of a Note. All statements contained in any certificate or other
instrument delivered by or on behalf of the Company pursuant to this Agreement
shall be deemed representations and warranties of the Company under this
Agreement. Subject to the preceding sentence, this Agreement and the Notes
embody the entire agreement and understanding between you and the Company and
supersede all prior agreements and understandings relating to the subject matter
hereof.

17. AMENDMENT AND WAIVER.

17.1.    REQUIREMENTS.

               This Agreement and the Notes may be amended, and the observance
of any term hereof or of the Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Company and the
Required Holders, except that (a) no amendment or waiver of any of the
provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it
is used therein), will be effective as to you unless consented to by you in
writing, and (b) no such amendment or waiver may, without the written consent of
the holder of each Note at the time outstanding affected thereby, (i) subject to
the provisions of Section 12 relating to acceleration or rescission, change the
amount or time of any prepayment or payment of principal of, or reduce the rate
or change the time of payment or method of computation of interest or of the
Make-Whole Amount on, the Notes, (ii) change the percentage of the principal
amount of the Notes the holders of which are required to consent to any such
amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or
20.

17.2.    SOLICITATION OF HOLDERS OF NOTES.

               (a) Solicitation. The Company will provide each holder of the
          Notes (irrespective of the amount of Notes then owned by it) with
          sufficient information, sufficiently far in advance of the date a
          decision is required, to enable such

<PAGE>   39


          holder to make an informed and considered decision with respect to any
          proposed amendment, waiver or consent in respect of any of the
          provisions hereof or of the Notes. The Company will deliver executed
          or true and correct copies of each amendment, waiver or consent
          effected pursuant to the provisions of this Section 17 to each holder
          of outstanding Notes promptly following the date on which it is
          executed and delivered by, or receives the consent or approval of, the
          requisite holders of Notes.

               (b) Payment. The Company will not directly or indirectly pay or
          cause to be paid any remuneration, whether by way of supplemental or
          additional interest, fee or otherwise, or grant any security, to any
          holder of Notes as consideration for or as an inducement to the
          entering into by any holder of Notes or any waiver or amendment of any
          of the terms and provisions hereof unless such remuneration is
          concurrently paid, or security is concurrently granted, on the same
          terms, ratably to each holder of Notes then outstanding even if such
          holder did not consent to such waiver or amendment.

17.3.    BINDING EFFECT, ETC.

               Any amendment or waiver consented to as provided in this Section
17 applies equally to all holders of Notes and is binding upon them and upon
each future holder of any Note and upon the Company without regard to whether
such Note has been marked to indicate such amendment or waiver. No such
amendment or waiver will extend to or affect any obligation, covenant,
agreement, Default or Event of Default not expressly amended or waived or impair
any right consequent thereon. No course of dealing between the Company and the
holder of any Note nor any delay in exercising any rights hereunder or under any
Note shall operate as a waiver of any rights of any holder of such Note. As used
herein, the term "THIS AGREEMENT" or "THE AGREEMENT" and references thereto
shall mean this Agreement as it may from time to time be amended or
supplemented.

17.4.    NOTES HELD BY COMPANY, ETC.

               Solely for the purpose of determining whether the holders of the
requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this
Agreement or the Notes, or have directed the taking of any action provided
herein or in the Notes to be taken upon the direction of the holders of a
specified percentage of the aggregate principal amount of Notes then
outstanding, Notes directly or indirectly owned by the Company or any of its
Affiliates shall be deemed not to be outstanding.

18. NOTICES.

               All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

<PAGE>   40

                    (i) if to you or your nominee, to you or it at the address
               specified for such communications in Schedule A, or at such other
               address as you or it shall have specified to the Company in
               writing,

                    (ii) if to any other holder of any Note, to such holder at
               such address as such other holder shall have specified to the
               Company in writing, or

                    (iii) if to the Company, to the Company at its address set
               forth at the beginning hereof to the attention of Paul M.
               Schlessman, Chief Financial Officer, or at such other address as
               the Company shall have specified to the holder of each Note in
               writing.

Notices under this Section 18 will be deemed given only when actually received.

19.  REPRODUCTION OF DOCUMENTS.

               This Agreement and all documents relating thereto, including,
without limitation, (a) consents, waivers and modifications that may hereafter
be executed, (b) documents received by you at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other information
previously or hereafter furnished to you, may be reproduced by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and you may destroy any original document so reproduced. The
Company agrees and stipulates that, to the extent permitted by applicable law,
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by you in the regular
course of business) and any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence. This Section 19
shall not prohibit the Company or any other holder of Notes from contesting any
such reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.

20.  CONFIDENTIAL INFORMATION.

               For the purposes of this Section 20, "CONFIDENTIAL INFORMATION"
means information delivered to you by or on behalf of the Company or any
Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was clearly
marked or labeled or otherwise adequately identified when received by you as
being confidential information of the Company or such Subsidiary, provided that
such term does not include information that (a) was publicly known or otherwise
known to you prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by you or any person acting on your
behalf, (c) otherwise becomes known to you other than through disclosure by the
Company or any Subsidiary or (d) constitutes financial statements delivered to
you under Section 7.1 that are otherwise publicly available. You will maintain
the confidentiality of such Confidential Information in accordance with
procedures adopted by you in good faith to protect confidential information of
third parties delivered to you, provided that you may deliver or disclose
Confidential Information to (i) your directors, officers,

<PAGE>   41


employees, agents, attorneys and affiliates (to the extent such disclosure
reasonably relates to the administration of the investment represented by your
Notes), (ii) your financial advisors and other professional advisors who agree
to hold confidential the Confidential Information substantially in accordance
with the terms of this Section 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which you sell or offer to sell such Note or any part
thereof or any participation therein (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions of
this Section 20), (v) any Person from which you offer to purchase any security
of the Company (if such Person has agreed in writing prior to its receipt of
such Confidential Information to be bound by the provisions of this Section 20),
(vi) any federal or state regulatory authority having jurisdiction over you,
(vii) the National Association of Insurance Commissioners or any similar
organization, or any nationally recognized rating agency that requires access to
information about your investment portfolio or (viii) any other Person to which
such delivery or disclosure may be necessary or appropriate (w) to effect
compliance with any law, rule, regulation or order applicable to you, (x) in
response to any subpoena or other legal process, (y) in connection with any
litigation to which you are a party or (z) if an Event of Default has occurred
and is continuing, to the extent you may reasonably determine such delivery and
disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under your Notes and this Agreement. Each
holder of a Note, by its acceptance of a Note, will be deemed to have agreed to
be bound by and to be entitled to the benefits of this Section 20 as though it
were a party to this Agreement. On reasonable request by the Company in
connection with the delivery to any holder of a Note of information required to
be delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company embodying the provisions of
this Section 20.

21.  SUBSTITUTION OF PURCHASER.

               You shall have the right to substitute any one of your Affiliates
as the purchaser of the Notes that you have agreed to purchase hereunder, by
written notice to the Company, which notice shall be signed by both you and such
Affiliate, shall contain such Affiliate's agreement to be bound by this
Agreement and shall contain a confirmation by such Affiliate of the accuracy
with respect to it of the representations set forth in Section 6. Upon receipt
of such notice, wherever the word "you" is used in this Agreement (other than in
this Section 21), such word shall be deemed to refer to such Affiliate in lieu
of you. In the event that such Affiliate is so substituted as a purchaser
hereunder and such Affiliate thereafter transfers to you all of the Notes then
held by such Affiliate, upon receipt by the Company of notice of such transfer,
wherever the word "you" is used in this Agreement (other than in this Section
21), such word shall no longer be deemed to refer to such Affiliate, but shall
refer to you, and you shall have all the rights of an original holder of the
Notes under this Agreement.

22.  RELEASE OF SUBSIDIARY GUARANTORS.

               You and each other holder of the Notes agree to fully release any
Subsidiary Guarantor other than Belden Wire, CSH and CSI from the Subsidiary
Guaranty at such time as such Subsidiary Guarantor no longer guarantees,
directly or indirectly, the Company's Indebtedness or other obligations under
the Credit Agreement; provided, however, that you and

<PAGE>   42

each other holder will not be required to release such Subsidiary Guarantor from
the Subsidiary Guaranty if (i) such Subsidiary Guarantor is contemplated to
become a borrower under the Credit Agreement or (ii) there is a plan of
financing that contemplates such Subsidiary Guarantor guaranteeing any other
Indebtedness of the Company, and such requirement to release such Subsidiary
Guarantor is conditioned upon the prior receipt by each holder of the Notes of a
certificate from a Senior Financial Officer of the Company stating that neither
of the circumstances described in clauses (i) and (ii) above are true.

23.  MISCELLANEOUS.

23.1.    SUCCESSORS AND ASSIGNS.

               All covenants and other agreements contained in this Agreement by
or on behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent
holder of a Note) whether so expressed or not.

23.2.    PAYMENTS DUE ON NON-BUSINESS DAYS.

               Anything in this Agreement or the Notes to the contrary
notwithstanding, any payment of principal of or Make-whole Amount or interest on
any Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in
the computation of the interest payable on such next succeeding Business Day.

23.3.    SEVERABILITY.

               Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

23.4.    CONSTRUCTION.

               Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant contained
herein, so that compliance with any one covenant shall not (absent such an
express contrary provision) be deemed to excuse compliance with any other
covenant. Where any provision herein refers to action to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.

23.5.    COUNTERPARTS.

               This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart

<PAGE>   43


may consist of a number of copies hereof, each signed by less than all, but
together signed by all, of the parties hereto.

23.6.    GOVERNING LAW.

               This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State
of Illinois excluding choice-of-law principles of the law of such State that
would require the application of the laws of a jurisdiction other than such
State.

                                    * * * * *


<PAGE>   44





               If you are in agreement with the foregoing, please sign the form
of agreement on the accompanying counterpart of this Agreement and return it to
the Company, whereupon the foregoing shall become a binding agreement between
you and the Company.

                                     Very truly yours,

                                     BELDEN INC.


                                     By:  /s/ Paul Schlessman
                                        -------------------------------------
                                     Name:    Paul Schlessman
                                     Title:   Vice President, Finance, Treasurer
                                              and Chief Financial Officer




<PAGE>   45


The foregoing is agreed to as of the date thereof.

PRINCIPAL LIFE INSURANCE COMPANY

By:  Principal Capital Management, LLC
     a Delaware limited liability company,
     its authorized signatory

       By:  /s/ James C. Fifield
           ------------------------
       Its: Counsel


       By:  /s/ Clint Woods
           ------------------------
       Its: Counsel


COMMERCIAL UNION LIFE INSURANCE COMPANY OF AMERICA, a Delaware corporation

By:  Principal Capital Management, LLC
     a Delaware limited liability company,
     its attorney in fact

       By:  /s/ James C. Fifield
           ------------------------
       Its: Counsel


       By:  /s/ Clint Woods
           ------------------------
       Its: Counsel


STATE FARM LIFE INSURANCE COMPANY

By: /s/ Lyle Triebwasser
   -------------------------------
Name:  Lyle Triebwasser
Title: Senior Investment Officer


By: /s/ Larry Rottunda
   -------------------------------
Name:  Larry Rottunda
Title: Assistant Secretary


<PAGE>   46

STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY

By: /s/ Lyle Triebwasser
   ---------------------------------
Name:  Lyle Triebwasser
Title: Senior Investment Officer


By: /s/ Larry Rottunda
   ---------------------------------
Name:  Larry Rottunda
Title: Assistant Secretary


CONNECTUCIT GENERAL LIFE INSURANCE COMPANY

By:   CIGNA Investments, Inc. (authorized agent)

      By: /s/ Edward Lewis
         --------------------------------
      Name:  Edward Lewis
      Title: Managing Director


ALLSTATE LIFE INSURANCE COMPANY

By: /s/ Ron Mendel
   -------------------------------
Name:   Ron Mendel


By: /s/ Patricia W. Wilson
   -------------------------------
Name:   Patricia W. Wilson

      Authorized Signatories


THE TRAVELERS INSURANCE COMPANY

By: /s/ John W. Petchler
   ----------------------------
Name:  John W. Petchler
Title: Second Vice President


<PAGE>   47


PRIMERICA LIFE INSURANCE COMPANY

By:   /s/  Jordan M. Stitzer
   ----------------------------------
Name:     Jordan M. Stitzer
Title:     Vice President

FIRST TRENTON INDEMNITY COMPANY
By:  Travelers Asset Management International Corporation

By: /s/  John W. Petchler
   ----------------------------------
Name:    John W. Petchler
Title:   Second Vice President


UNITED OF OMAHA LIFE INSURANCE COMPANY

By: /s/  Edwin H. Garrison Jr.
   ----------------------------------
Name:    Edwin H. Garrison Jr.
Title:   First Vice President

AMERICAN UNITED LIFE INSURANCE COMPANY

By: /s/  Kent R. Adams
   ----------------------------------
Name:    Kent R. Adams
Title:   Vice President

THE STATE LIFE INSURANCE COMPANY

By: /s/  Kent R. Adams
   ----------------------------------
Name:   Kent R. Adams
Title:  Vice President of American United Life Insurance Company as
        Agent for The State Life Insurance Company

ACACIA NATIONAL LIFE INSURANCE COMPANY
by Ameritas Investment Advisors, Inc. as Agent

     By: /s/  Patrick J. Henry
        --------------------------------------
     Name:   Patrick J. Henry, CLU, CFA
     Title:  Vice President, Fixed Income Securities

<PAGE>   48

ACACIA LIFE INSURANCE COMPANY
by Ameritas Investment Advisors, Inc. as Agent

     By: /s/  Patrick J. Henry
        -------------------------------------
     Name:   Patrick J. Henry, CLU, CFA
     Title:  Vice President - Fixed Income Securities


AMERITAS VARIABLE LIFE INSURANCE COMPANY
by Ameritas Investment Advisors, Inc. as Agent

     By: /s/  Patrick J. Henry
        -------------------------------------
     Name:  Patrick J. Henry
     Title:  Vice President - Fixed Income Securities


AMERITAS LIFE INSURANCE CORP.
by Ameritas Investment Advisors, Inc. as Agent

     By: /s/  Patrick J. Henry
        -------------------------------------
     Name:  Patrick J. Henry
     Title:  Vice President - Fixed Income Securities


THE CANADA LIFE ASSURANCE COMPANY

By:     /s/  C. Paul English
    -------------------------------
Name:  C. Paul English
Title:  Associate Treasurer


CANADA LIFE INSURANCE COMPANY OF AMERICA

By:     /s/  C. Paul English
    -------------------------------
Name:  C. Paul English
Title:  Assistant Treasurer

<PAGE>   49


CANADA LIFE INSURANCE COMPANY OF NEW YORK

By:     /s/  C. Paul English
   -------------------------------
Name:  C. Paul English
Title:  Assistant Treasurer


LUTHERAN BROTHERHOOD

By:     /s/  Scott A. Lalim
   -------------------------------
Name:  Scott A. Lalim
Title:  Assistant Vice President


MODERN WOODMEN OF AMERICA

By:     /s/  Clyde C. Schoeck
   -------------------------------
Name:  Clyde C. Schoeck
Title:  President


WOODMEN ACCIDENT AND LIFE COMPANY

By:     /s/  Alan M. McCray
   -------------------------------
Name:  A.M. McCray
Title:  Senior Director, Securities Investments
        and Assistant Treasurer


INDIANAPOLIS LIFE INSURANCE COMPANY

By:     /s/  Kent Deeter
   -------------------------------
Name:  Kent A. Deeter
Title:  Portfolio Manager


<PAGE>   50

TMG LIFE INSURANCE COMPANY

By:     /s/  James R. Smith
   -------------------------------
Name:  James R. Smith
Title:  Senior Vice President


By:     /s/  Michael J. Steppe
   -------------------------------
Name:  Michael J. Steppe
Title:  Senior Vice President


<PAGE>   51

                                                                      SCHEDULE A
                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                    Principal Amount of
Name of Purchaser                                   Notes to be Purchased
-----------------                                   ---------------------
PRINCIPAL LIFE INSURANCE COMPANY     Principal Amount of Notes to be Purchased
                                   ---------------------------------------------
                                     Series A        Series B        Series C
                                   ----------        --------        -----------
<S>                                <C>               <C>             <C>
                                   $18,500,000
</TABLE>


Register Notes in the name of:  Principal Life Insurance Company

(1)      All payments on account of the Notes to be made by 12:00 noon (New York
         City time) by wire transfer of immediately available funds to:

         ABA No.:  073000228
         Norwest Bank Iowa, N.A.
         7th and Walnut Streets
         Des Moines, Iowa  50309
         For credit to Principal Life Insurance Company
         Account No. 0000014752
         OBI PFGSE (S) B0062355()Belden

         With sufficient information (including interest rate, maturity date,
         interest amount, principal amount and premium amount, if applicable) to
         identify the source and application of such funds.

(2)      All notices with respect to payments to:

         Principal Capital Management, LLC
         801 Grand Avenue
         Des Moines, Iowa  50392-0960
         Attn:  Investment Accounting - Securities
         Fax (515) 248-2643
         Confirmation (515) 247-0689

(3)      All other communications to:

         Principal Capital Management, LLC
         801 Grand Avenue
         Des Moines, Iowa  50392-0800
         Attn:  Investment - Securities
         Fax (515) 248-2490
         Confirmation (515) 248-3495

(4)      Upon closing, deliver Note to:

         Principal Capital Management, LLC


<PAGE>   52


         801 Grand Avenue
         Des Moines, Iowa  50392-0301
         Attn:  Clint Woods

Tax ID #42-0127290



<PAGE>   53

                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                    Principal Amount of
Name of Purchaser                                   Notes to be Purchased
-----------------                                   ---------------------
COMMERCIAL UNION LIFE INSURANCE      Principal Amount of Notes to be Purchased
COMPANY OF AMERICA                 ---------------------------------------------
                                    Series A        Series B        Series C
                                   ----------        --------        -----------
<S>                                <C>               <C>             <C>
                                   $1,500,000
</TABLE>


Register Notes in the name of:  Commercial Union Life Insurance Company of
America

(1)      All payments on account of the Notes to be made by 12:00 noon (New York
         City time) by wire transfer of immediately available funds to:

         First Union (Philadelphia)
         ABA No.:  031201467
         1500 Market Street
         Philadelphia, PA  19102-2509
         Attn:  Joe Aman
         DDA 5000012398064
                  For further credit to Account No. 060073-02-4 (Commercial
                  Union Life Insurance Company of America/Principal)
         OBI PFGSE (S) B0062355()Belden

         With sufficient information (including interest rate, maturity date,
         interest amount, principal amount and premium amount, if applicable) to
         identify the source and application of such funds.

(2)      All notices with respect to payments to:

         Commercial Union Life Insurance Company of America
         c/o Principal Capital Management, LLC
         801 Grand Avenue
         Des Moines, Iowa  50392-0960
         Attn:  Investment Accounting - Securities
         Fax (515) 248-2643
         Confirmation (515) 247-0689
<PAGE>   54

(3)      All other communications to:

         Commercial Union Life Insurance Company of America
         c/o Principal Capital Management, LLC
         801 Grand Avenue
         Des Moines, Iowa  50392-0800
         Attn:  Investment - Securities
         Fax (515) 248-2490
         Confirmation (515) 248-3495

(4)      Upon closing, deliver Note to:

         Commercial Union Life Insurance Company of America
         c/o Principal Capital Management, LLC
         801 Grand Avenue
         Des Moines, Iowa  50392-0301
         Attn:  Clint Woods

Tax ID #04-2235236


<PAGE>   55

                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                     Principal Amount of
Name of Purchaser                                    Notes to be Purchased
-----------------                                    ---------------------
STATE FARM LIFE INSURANCE COMPANY     Principal Amount of Notes to be Purchased
                                    --------------------------------------------
                                      Series A        Series B        Series C
                                    ----------      -----------    -------------
<S>                                 <C>             <C>            <C>
                                                    $9,000,000     $9,000,000
</TABLE>


Register Notes in the name of:  State Farm Life Insurance Company

(1)      All payments of principal, interest and premium on the account of the
         Notes shall be made by wire transfer of immediately available funds to:

         The Chase Manhattan Bank
         ABA No. 021000021
         SSG Private Income Processing
         A/C #900-9-000200
         For Credit to Account Number G 06893
         Ref. PPN#
         Rate:
         Maturity Date:

(2)      All notices (as well as a photocopy of the original security) to:

         State Farm Life Insurance Company
         Investment Dept. E-10
         One State Farm Plaza
         Bloomington, IL  61710

(3)      Send confirms to:

         State Farm Life Insurance Company
         Investment Accounting Dept. D-3
         One State Farm Plaza
         Bloomington, IL  61710


<PAGE>   56

(4)      Upon closing, deliver Note to:

         Chase Manhattan Bank
         Attn:  Barbara Walsh
         (North America Insurance)
         3 Chase Metrotech Center - 6th Floor
         Brooklyn, New York  11245

         With a copy to:

         State Farm Insurance Companies
         One State Farm Plaza E-8
         Bloomington, IL  61710
         Attn:    Investment Legal E-8
                  Larry Rottunda, Investment Counsel

Tax ID #37-0533090



<PAGE>   57

                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                Principal Amount of
Name of Purchaser                               Notes to be Purchased
-----------------                               ---------------------

STATE FARM LIFE AND ACCIDENT     Principal Amount of Notes to be Purchased
ASSURANCE COMPANY                ----------------------------------------------
-----------------               Series A        Series B        Series C
                               ----------      ----------     ---------------
<S>                            <C>            <C>            <C>
                                               $1,000,000     $1,000,000

</TABLE>

Register Notes in the name of:  State Farm Life and Accident Assurance Company

(1)      All payments of principal, interest and premium on the account of the
         Notes shall be made by wire transfer of immediately available funds to:

         The Chase Manhattan Bank
         ABA No. 021000021
         SSG Private Income Processing
         A/C #900-9-000200
         For Credit to Account Number G 06895
         Ref. PPN#
         Rate:
         Maturity Date:

(2)      All notices (as well as a photocopy of the original security) to:

         State Farm Life and Accident Assurance Company
         Investment Dept. E-10
         One State Farm Plaza
         Bloomington, IL  61710

(3)      Send confirms to:

         State Farm Life and Accident Assurance Company
         Investment Accounting Dept. D-3
         One State Farm Plaza
         Bloomington, IL  61710

<PAGE>   58


(4)      Upon closing, deliver Note to:

         Chase Manhattan Bank
         Attn:  Barbara Walsh
         (North America Insurance)
         3 Chase Metrotech Center - 6th Floor
         Brooklyn, New York  11245

         With a copy to:

         State Farm Insurance Companies
         One State Farm Plaza E-8
         Bloomington, IL  61710
         Attn:    Investment Legal E-8
                  Larry Rottunda, Investment Counsel

Tax ID #37-0805091


<PAGE>   59

                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>
                                               Principal Amount of
Name of Purchaser                              Notes to be Purchased
-----------------                              ---------------------

CONNECTICUT GENERAL LIFE        Principal Amount of Notes to be Purchased
INSURANCE COMPANY             ----------------------------------------------
-----------------              Series A        Series B        Series C
                              -----------     ----------        --------
<S>                           <C>             <C>               <C>
                                              $11,800,000
                                                7,200,000

</TABLE>

Register Notes in the name of:  CIG & CO.

(1)      All payments of principal, interest and premium on the account of the
         Notes shall be made by Federal funds wire transfer of immediately
         available funds to:

         Chase NYC/CTR/
         BNF=CIGNA Private Placements/AC=9009001802
         ABA #021000021

         OBI=Belden Inc., 7.74% Senior Notes, Series B, due September 1, 2006;
         PPN 077459 A# 2; due date and application (as among principal, premium
         and interest of the payment being made); contact name and phone]

(2)      Address for notices related to payments:

         CIG & CO.
         c/o CIGNA Investments, Inc.
         Attention:  Securities Processing - S-309
         900 Cottage Grove Road
         Hartford, CT  06152-2309

         CIG & CO.
         c/o CIGNA Investments, Inc.
         Attention:  Private Securities - S-307
         Operations Group
         900 Cottage Grove Road
         Hartford, CT  06152-2307
         Fax:  860-726-7203
<PAGE>   60

         with a copy to:

         Chase Manhattan Bank
         Private Placement Servicing
         P.O. Box 1508
         Bowling Green Station
         New York, NY  10081
         Attention:  CIGNA Private Placements
         Fax:  212-552-3107/1005

(3)      Address for all other notices:

         CIG & CO.
         c/o CIGNA Investments, Inc.
         Attention:  Private Securities Division- S-307
         900 Cottage Grove Road
         Hartford, CT  06152-2307
         Fax:  860-726-7203

(4)      Deliver original Notes to (with form supplied by in-house counsel):

         The Chase Manhattan Bank
         4 New York Plaza
         11th Floor
         New York, NY  10004
         Attn:  Larry Zimmer

         With a copy to:

         William M. Duncan
         CIGNA Investments
         900 Cottage Grove Road
         CIGNA Private Securities, S-307
         Hartford, CT  06152

Tax ID #13-3574027



<PAGE>   61

                                                                      SCHEDULE A
                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>
                                                   Principal Amount of
Name of Purchaser                                  Notes to be Purchased
-----------------                                  ---------------------
ALLSTATE LIFE INSURANCE COMPANY     Principal Amount of Notes to be Purchased
                                  ----------------------------------------------
                                    Series A        Series B        Series C
                                  ----------        --------        ------------
<S>                               <C>               <C>             <C>
                                  $15,000,000
</TABLE>

Register Notes in the name of:  Allstate Life Insurance Company

(1)      All payments by Fedwire transfer of immediately available funds,
         identifying the name of the Issuer, the Private Placement Number
         preceded by "DPP" and the payment as principal, interest or premium, in
         the format as follows:

         BBK=Harris Trust and Savings Bank
                  ABA #071000288
         BNF=Allstate Life Insurance Company
                  Collection Account #168-117-0
         ORG=Belden Inc.
         OBI=DPP - 077459 A@ 4
                  Payment Due Date (MM/DD/YY) - P_____ (Enter "P" and amount of
                  principal being remitted, for example P5000000.00) - I_____
                  (Enter "I" and amount of interest being remitted, for example,
                  I225000.00)

(2)      All notices of scheduled payments and written confirmations of such
         wire transfer to be sent to:

         Allstate Insurance Company
         Investment Operations - Private Placements
         3075 Sanders Road, STE G4A
         Northbrook, IL  60062-7127
         Telephone:  (847) 402-2769
         Telecopy:  (847) 326-5040

(3)      Securities to be delivered to:

         Citibank, Federal Savings Bank
         U.S. Custody & Employee Benefit Trust
         500 W. Madison Street, Floor 6, Zone 4
         Chicago, Illinois  60661-2591
         Attention:  Ellen Lorden
         For Allstate Life Insurance Company/Safekeeping Account No. 846627

<PAGE>   62

(4)      All financial reports, compliance certificates and all other written
         communications, including notice of prepayments, to be sent to:

         Allstate Life Insurance Company
         Private Placements Department
         3075 Sanders Road, STE G3A
         Northbrook, IL  60062-7127
         Telephone:  (847) 402-4394
         Telecopy:  (847) 402-3092

Tax ID #36-2554642


<PAGE>   63

                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>
                                                   Principal Amount of
Name of Purchaser                                  Notes to be Purchased
-----------------                                  ---------------------
THE TRAVELERS INSURANCE COMPANY     Principal Amount of Notes to be Purchased
                                  ----------------------------------------------
                                    Series A        Series B        Series C
                                  ----------        --------        ------------
<S>                               <C>               <C>             <C>
                                  $5,000,000
</TABLE>

Register Notes in the name of:  TRAL & CO.

(1)      All payments on or in respect of the Notes to be by bank wire transfer
         of Federal or other immediately available funds (identifying each
         payment as Belden Inc., 7.60% Senior Notes, Series A, due September 1,
         2004, PPN 077459 A@ 4, principal, premium or interest) to:

         The Chase Manhattan Bank, N.A. (ABA #021000021)
         One Chase Manhattan Plaza
         New York, NY  10004

         for credit to:  The Travelers Insurance Company
         Consolidated Private Placement Account Number 910-2-587434

(2)      All notices and communications to be addressed to:

         The Travelers Insurance Company
         One Tower Square
         Hartford, CT  06183-2030
         Attention:  Investment Group - 9PB
         Telecopier Number:  860-954-5243

         Except notices with respect to payment and written confirmation of each
         such payment to be addressed to:

         The Travelers Insurance Company
         One Tower Square
         Hartford, CT  06183-2030
         Attention:  Investment Group - Cashier 10PB
         Telecopier Number:  860-954-5243

Tax ID #06-0566090


<PAGE>   64

                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                    Principal Amount of
Name of Purchaser                                   Notes to be Purchased
-----------------                                   ---------------------
PRIMERICA LIFE INSURANCE COMPANY     Principal Amount of Notes to be Purchased
                                   ---------------------------------------------
                                     Series A        Series B        Series C
                                   ---------        --------        ------------
<S>                                <C>              <C>             <C>
                                   $3,000,000
</TABLE>


Register Notes in the name of:  Primerica Life Insurance Company

(1)      All payments on or in respect of the Notes to be by bank wire transfer
         of Federal or other immediately available funds (identifying each
         payment as Belden Inc., 7.60% Senior Notes, Series A, due September 1,
         2004, PPN 077459 A@ 4, principal, premium or interest) to:

         The Chase Manhattan Bank, N.A. (ABA #021000021)
         One Chase Manhattan Plaza
         New York, NY  10004

         for credit to:  The Travelers Insurance Company
         Consolidated Private Placement Account Number 910-2-587434

(2)      All notices and communications to be addressed to:

         Primerica Life Insurance Company
         One Tower Square
         Hartford, CT  06183-2030
         Attention:  Investment Group - 9PB
         Telecopier Number:  860-954-5243

         Except notices with respect to payment and written confirmation of each
         such payment to be addressed to:

         Primerica Life Insurance Company
         One Tower Square
         Hartford, CT  06183-2030
         Attention:  Investment Group - Cashier 10PB
         Telecopier Number:  860-954-5243

Tax ID #04-1590590


<PAGE>   65
                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>
                                                   Principal Amount of
Name of Purchaser                                  Notes to be Purchased
-----------------                                  ---------------------
FIRST TRENTON INDEMNITY COMPANY     Principal Amount of Notes to be Purchased
                                  ----------------------------------------------
                                    Series A        Series B        Series C
                                  ----------        --------        ------------
<S>                               <C>               <C>             <C>
                                  $2,000,000
</TABLE>

Register Notes in the name of:  HARE & CO.

(1)      All payments on or in respect of the Notes to be by bank wire transfer
         of Federal or other immediately available funds (identifying each
         payment as Belden Inc., 7.60% Senior Notes, Series A, due September 1,
         2004, PPN 077459 A@ 4, principal, premium or interest) to:

         First Union Char/Phil (ABA #031201467)
         Credit account number 5014179770579
         for further credit to First Trenton Indemnity Company
         Attn:  Mary Pitt

(2)      All notices and communications to be addressed to:

         First Trenton Indemnity Company
         One Tower Square
         Hartford, CT  06183-2030
         Attention:  Investment Group - 9PB
         Telecopier Number:  860-954-5243

         Except notices with respect to payment and written confirmation of each
         such payment to be addressed to:

         First Trenton Indemnity Company
         One Tower Square
         Hartford, CT  06183-2030
         Attention:  Investment Group - Cashier 10PB
         Telecopier Number:  860-954-5243

Tax ID #13-6062916


<PAGE>   66

                                                                      SCHEDULE A
                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                     Principal Amount of
Name of Purchaser                                    Notes to be Purchased
-----------------                                    ---------------------
UNITED OF OMAHA LIFE INSURANCE        Principal Amount of Notes to be Purchased
COMPANY                             -------------------------------------------
                                      Series A        Series B        Series C
                                    ----------      ----------        --------
<S>                                 <C>             <C>               <C>
                                    $5,000,000      $3,000,000
</TABLE>

Register Notes in the name of:  United of Omaha Life Insurance Company

(1)      All principal and interest payments on the Notes shall be made by wire
         transfer of immediately available funds to:

         Chase Manhattan Bank
         ABA #021000021
         Private Income Processing

         For credit to:

         United of Omaha Life Insurance Company
         Account #900-900200
         a/c: G07097
         Cusip/PPN:
         Interest Amount:
         Principal Amount:

(2)      Address for all notices in respect of payment of Principal and
         Interest, Corporate Actions and Reorganization Notifications:

         The Chase Manhattan Bank
         4 New York Plaza - 13th Floor
         New York, NY  10004
         Attn:  Income Processing - J. Pipperato
         a/c:  G07097

(3)      Address for all other communications (i.e., Quarterly/Annual reports,
         Tax filings, Modifications, Waivers):

         4 - Investment Loan Administration
         United of Omaha Life Insurance Company
         Mutual of Omaha Plaza
         Omaha, NE  68175-1011

(4)      Address for delivery of Notes:

         The Chase Manhattan Bank

<PAGE>   67


         North America Insurance - 6th Floor
         Attn:  Christine Alonzo
         3 Chase Metrotech Center
         Brooklyn, NY  11245

Tax ID #47-0322111


<PAGE>   68


                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>
                                                  Principal Amount of
Name of Purchaser                                 Notes to be Purchased
-----------------                                 ---------------------
AMERICAN UNITED LIFE INSURANCE     Principal Amount of Notes to be Purchased
COMPANY                          -------------------------------------------
-------                          Series A      Series B        Series C
                                ----------      --------        -----------
<S>                              <C>             <C>             <C>
                                                 $3,000,000
                                                  2,000,000
</TABLE>

Register Notes in the name of:  American United Life Insurance Company

(1)      All payment of principal and interest on the Note in immediately
         available funds by wire transfer to the following bank account:

         Bank of New York
         Attn:  P & I Department
         One Wall Street, 3rd Floor
         Window A
         New York, NY  10286

         ABA #021000018, BNF: IOC566
         Account #186683/AUL

         Payments should contain sufficient information to identify the
         breakdown of principal and interest and should identify the full
         description of the Note and the payment date.

(2)      All notices and communications to be addressed to:

         American United Life Insurance Company
         Attn:  Christopher D. Pahlke, Securities Department
         One American Square
         Post Office Box 368
         Indianapolis, IN  46206

(3)      Deliver original Note to:

         Bank of New York
         Attn:  Vinny Nardone, free receive
         One Wall Street, 3rd Floor
         Window A
         Acct. #186683/American United Life
         New York, NY  10286

Tax ID #35-0145825


<PAGE>   69

                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>
                                                      Principal Amount of
Name of Purchaser                                     Notes to be Purchased
-----------------                                     ---------------------

THE STATE LIFE INSURANCE COMPANY       Principal Amount of Notes to be Purchased
                                     -------------------------------------------
                                       Series A        Series B        Series C
                                     ----------        --------        ---------
<S>                                  <C>             <C>               <C>
                                                     $1,000,000
</TABLE>

Register Notes in the name of:  The State Life Insurance Company

(1)      All payment of principal and interest on the Note in immediately
         available funds by wire transfer to the following bank account:

         Bank of New York
         Attn:  P & I Department
         One Wall Street, 3rd Floor
         Window A
         New York, NY  10286

         ABA #021000018, BNF: IOC566
         Account #343761
         State Life, c/o American United Life

         Payments should contain sufficient information to identify the
         breakdown of principal and interest and should identify the full
         description of the Note and the payment date.

(2)      All notices and communications to be addressed to:

         American United Life Insurance Company
         Attn:  Christopher D. Pahlke, Securities Department
         One American Square
         Post Office Box 368
         Indianapolis, IN  46206

(3)      Deliver original Note to:

         Bank of New York
         Attn:  Vinny Nardone, free receive
         One Wall Street, 3rd Floor
         Window A
         Acct. #186683/American United Life
         New York, NY  10286

Tax ID #35-0684263


<PAGE>   70

                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>

                                                   Principal Amount of
Name of Purchaser                                  Notes to be Purchased
-----------------                                  ---------------------
ACACIA NATIONAL LIFE INSURANCE      Principal Amount of Notes to be Purchased
COMPANY                           ----------------------------------------------
                                   Series A        Series B        Series C
                                  ----------      ----------        --------
<S>                               <C>             <C>               <C>
                                                  $1,000,000
</TABLE>

Register Notes in the name of:  HARE & CO.

(1)      All payments by wire transfer of immediately available funds to:

         BK of NYC/BBK
         IOC 565 - INST CUSTODY
         ACACIA NATIONAL LIFE #000326
         BK OF NY ABA #021000018

         with sufficient information to identify the source and application of
         such funds.

(2)      All notices of payments and written confirmation of such wire transfer
         and all other communications to:

         Acacia National Life Insurance Company
         Ameritas Investment Advisors, Inc.
         5900 "O" Street
         Lincoln, NE  68510
         Fax Number:  (402) 467-6970

(3)      Delivery of Notes by registered mail to:

         The Bank of New York
         Attn:  Free Receive Department
         One Wall Street, 3rd Floor
         New York, NY  10286
         ACACIA NATIONAL LIFE 3000326

Tax I.D. #52-1009067


<PAGE>   71

                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>

                                                    Principal Amount of
Name of Purchaser                                   Notes to be Purchased
-----------------                                   ---------------------
ACACIA LIFE INSURANCE COMPANY        Principal Amount of Notes to be Purchased
                                   --------------------------------------------
                                     Series A        Series B        Series C
                                   ----------        --------     -------------
<S>                                <C>               <C>          <C>
                                                                  $2,000,000
</TABLE>

Register Notes in the name of:  HARE & CO.

(1)      All payments by wire transfer of immediately available funds to:

         BK of NYC/BBK
         IOC 565 - Inst Custody
         Acacia Life Insurance Company #000327
         BK of NY ABA #021000018

         with sufficient information to identify the source and application of
         such funds.

(2)      All notices of payments and written confirmation of such wire transfer
         and all other communications to:

         Acacia Life Insurance Company
         Ameritas Investment Advisors, Inc.
         5900 "O" Street
         Lincoln, NE  68510
         Fax Number:  (402) 467-6970

(3)      Delivery of Notes by registered mail to:

         The Bank of New York
         Attn:  Free Receive Department
         One Wall Street, 3rd Floor
         New York, NY  10286
         ACACIA LIFE INSURANCE COMPANY 3000327

Tax I.D. #53-0022880


<PAGE>   72

                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>

                                                     Principal Amount of
Name of Purchaser                                    Notes to be Purchased
-----------------                                    ---------------------
AMERITAS VARIABLE LIFE INSURANCE      Principal Amount of Notes to be Purchased
COMPANY                             -------------------------------------------
                                    Series A        Series B        Series C
                                    ----------      ----------        ---------
<S>                                 <C>             <C>               <C>
                                                    $1,000,000
</TABLE>

Register Notes in the name of:  Ameritas Variable Life Insurance Company

(1)      All payments on or in respect of the Notes to be by wire transfer of
         Federal or other immediately available funds to:

         Bankers Trust Company
         ABA# 021-001-033
         Attn:  Private Placement Processing
         Acct# 99-911-145
         FFC:  Ameritas Variable Life Insurance Company
         Acct.: 097223
         Re:      Description of Note; Principal & Interest Breakdown, with
                  sufficient information to identify the source and application
                  of such funds.

(2)      All notices of payments, written confirmation of such wire transfer
         and all other communications to:

         Ameritas Variable Life Insurance Company
         c/o Ameritas Life Insurance Corp.
         5900 "O" Street
         Lincoln, NE  68510-2234
         Fax Number:  (402) 467-6970
         Attn:  James Mikus


Tax I.D. #47-0657746



<PAGE>   73
                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                   Principal Amount of
Name of Purchaser                                  Notes to be Purchased
-----------------                                  ---------------------

AMERITAS LIFE INSURANCE CORP.       Principal Amount of Notes to be Purchased
                                  ----------------------------------------------
                                    Series A        Series B        Series C
                                    --------        --------        --------
<S>                               <C>               <C>          <C>
                                                                   $2,000,000
</TABLE>

Register Notes in the name of:  Ameritas Life Insurance Corp.

(1)      All payments by wire transfer of immediately available funds to:

         U.S. Bank
         ABA# 104-000-029
         Ameritas Life Insurance Corp.
         Acct# 1-494-0070-0188
         Re:      Description of Note; Principal & Interest Breakdown, with
                  sufficient information to identify the source and application
                  of such funds.

(2)      All notices of payments, written confirmation of such wire transfer
         and all other communications to:

         Ameritas Life Insurance Corp.
         5900 "O" Street
         Lincoln, NE  68510-2234
         Fax Number:  (402) 467-6970
         Attn:  James Mikus


Tax I.D. #47-0098400



<PAGE>   74
                                                                      SCHEDULE A
                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>

                                                         Principal Amount of
Name of Purchaser                                       Notes to be Purchased
-----------------                                       ---------------------

THE CANADA LIFE ASSURANCE COMPANY   Principal Amount of Notes to be Purchased
                                  ----------------------------------------------
                                      Series A        Series B        Series C
                                      --------        --------        --------
<S>                               <C>                 <C>             <C>
                                   $1,750,000
</TABLE>

Register Notes in the name of:  J. ROMEO & CO.

(1)      All payments regarding the Note(s) by bank wire transfer of Federal or
         other immediately available funds:

         For regular Principal and Interest

         Chase Manhattan Bank
         ABA 021-000-021
         A/C #900-9-000168  Attn:  Doll Balbadar
         Trust Account No. G52750, The Canada Life Assurance Company
         Attn:  Bond Interest

         Refer to: PPN# 077459 A@ 4, name of issuer, rate, maturity date, type
         of security, whether principal and/or interest and due date.

         For our Sale to a Broker (Federal Wire Transfers - Cash):

         Chase Manhattan Bank
         ABA 021-000-021
         A/C #900-9-000168
         Trust Account No. G52750, The Canada Life Assurance Company
         Attn:  Doll Balbadar

         Refer to:  PPN# 077459 A@ 4, name of issuer, rate, maturity date,
         settlement date

         For Call or Maturity:

         Chase Manhattan Bank
         ABA 021-000-021
         A/C #900-9-000192
         Trust Account No. G52750, The Canada Life Assurance Company
         Attn:  Doll Balbadar

         Refer to: PPN# 077459 A@ 4, name of issuer, rate, maturity date,
         whether principal and/or interest and effective date of call or
         maturity.

(2)      Send notices of payments and written confirmation of wire transfers to:

         Chase Manhattan Bank
         North America Insurance



<PAGE>   75


         3 Chase MetroTech Centre - 6th Floor
         Brooklyn, NY  11245
         Attn:  Doll Balbadar

         with a copy to:

         The Canada Life Assurance Company
         330 University Avenue, SP-12
         Toronto, Ontario, Canada  M5G 1R8
         Attn:  Supervisor, Securities Accounting

(3)      Send financial statements and all other communications to:

         The Canada Life Assurance Company
         SP-11
         330 University Avenue
         Toronto, Ontario, Canada  M5G 1R8
         Attn:  Paul English, Associate Treasurer, U.S. Private Placements

(4)      Delivery of Notes:

         For Notes delivered FREE by Lawyer (Primary Market)

         Chase Manhattan Bank
         4 New York Plaza - 11th Floor
         Receive Window
         New York, NY  10004-2477
         Attention:  Larry Zimmer (212) 623-0987

         For:     The Canada Life Assurance Company
                  Trust Account No. G52750

         For Broker Delivery AGAINST PAYMENT (Secondary Market)

         Chase Manhattan Bank
         4 New York Plaza
         Receive Window, Ground Floor
         New York, NY  10004-2477

         For delivery problem, call:  Doll Balbadar  (718) 242-1774

         For:     The Canada Life Assurance Company
                  Trust Account No. G52750

Tax I.D. #38-0397420


<PAGE>   76


                                                             SCHEDULE A
                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>
                                                         Principal Amount of
Name of Purchaser                                       Notes to be Purchased
-----------------                                       ---------------------

CANADA LIFE INSURANCE               Principal Amount of Notes to be Purchased
COMPANY OF AMERICA                ----------------------------------------------
                                    Series A        Series B        Series C
                                     --------        --------        --------
<S>                               <C>                <C>             <C>
                                  $3,000,000
</TABLE>


Register Notes in the name of:  J. ROMEO & CO.

(1)      All payments regarding the Note(s) by bank wire transfer of Federal or
         other immediately available funds:

         For regular Principal and Interest

         Chase Manhattan Bank
         ABA 021-000-021
         A/C #900-9-000200
         Trust Account No. G52709, Canada Life Insurance Company of America
         Attn:  Doll Balbadar

         Refer to: PPN# 077459 A@ 4, name of issuer, rate, maturity date, type
         of security, whether principal and/or interest and due date.

         For our Sale to a Broker (Federal Wire Transfers - Cash):

         Chase Manhattan Bank
         ABA 021-000-021
         A/C #900-9-000168
         Trust Account No. G52709, Canada Life Insurance Company of America
         Attn:  Doll Balbadar

         Refer to:  PPN# 077459 A@ 4, name of issuer, rate, maturity date,
         settlement date

         For Call or Maturity:

         Chase Manhattan Bank
         ABA 021-000-021
         A/C #900-9-000192
         Trust Account No. G52709, Canada Life Insurance Company of America
         Attn:  Doll Balbadar

         Refer to: PPN# 077459 A@ 4, name of issuer, rate, maturity date,
         whether principal and/or interest and effective date of call or
         maturity.

(2)      Send notices of payments and written confirmation of wire transfers to:

         Chase Manhattan Bank
         North America Insurance

<PAGE>   77


         3 Chase MetroTech Centre - 6th Floor
         Brooklyn, NY  11245
         Attn:  Doll Balbadar

         with a copy to:

         The Canada Life Assurance Company
         330 University Avenue, SP-12
         Toronto, Ontario, Canada  M5G 1R8
         Attn:  Supervisor, Securities Accounting

(3)      Send financial statements and all other communications to:

         The Canada Life Assurance Company
         Corporate Treasury, SP-11
         330 University Avenue
         Toronto, Ontario, Canada  M5G 1R8
         Attn:  Paul English, Associate Treasurer, U.S. Private Placements

(4)      Delivery of Notes:

         For Notes delivered FREE by Lawyer (Primary Market); Courier

         Chase Manhattan Bank
         4 New York Plaza - 11th Floor
         Receive Window
         New York, NY  10004-2477
         Attention:  Larry Zimmer (212) 623-0987

         For:     Canada Life Insurance Company of America
                  Trust Account No. G52709

         For Broker Delivery AGAINST PAYMENT (Secondary Market)

         Chase Manhattan Bank
         4 New York Plaza
         Receive Window - Ground Floor
         New York, NY  10004-2477

         For delivery problem, call:  Doll Balbadar  (718) 242-1774

         For:     Canada Life Insurance Company of America
                  Trust Account No. G52709

Tax I.D. #38-2816473


<PAGE>   78


                                                             SCHEDULE A
                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>
                                                         Principal Amount of
Name of Purchaser                                       Notes to be Purchased
-----------------                                       ---------------------

CANADA LIFE INSURANCE                 Principal Amount of Notes to be Purchased
COMPANY OF NEW YORK                ----------------------------------------------
                                     Series A        Series B        Series C
                                     --------        --------        --------
<S>                               <C>                <C>             <C>
                                   $250,000
</TABLE>


Register Notes in the name of:  J. ROMEO & CO.

(1)      All payments regarding the Note(s) by bank wire transfer of Federal or
         other immediately available funds:

         For regular Principal and Interest

         Chase Manhattan Bank
         ABA 021-000-021
         A/C #900-9-000200
         Trust Account No. G52685, Canada Life Insurance Company of New York
         Attn:  Bond Interest

         Refer to: PPN# 077459 A@ 4, name of issuer, rate, maturity date, type
         of security, whether principal and/or interest and due date.

         For our Sale to a Broker (Federal Wire Transfers - Cash):

         Chase Manhattan Bank
         ABA 021-000-021
         A/C #900-9-000168
         Trust Account No. G52685, Canada Life Insurance Company of New York
         Attn:  Doll Balbadar

         Refer to:  PPN# 077459 A@ 4, name of issuer, rate, maturity date,
         settlement date

         For Call or Maturity:

         Chase Manhattan Bank
         ABA 021-000-021
         A/C #900-9-000192
         Trust Account No. G52685, Canada Life Insurance Company of New York
         Attn:  Doll Balbadar

         Refer to: PPN# 077459 A@ 4, name of issuer, rate, maturity date,
         whether principal and/or interest and effective date of call or
         maturity.

(2)      Send notices of payments and written confirmation of wire transfers to:

         Chase Manhattan Bank
         North America Insurance


<PAGE>   79

         3 Chase MetroTech Centre - 6th Floor
         Brooklyn, NY  11245
         Attn:  Doll Balbadar

         with a copy to:

         The Canada Life Assurance Company
         330 University Avenue, SP-12
         Toronto, Ontario, Canada  M5G 1R8
         Attn:  Supervisor, Securities Accounting

(3)      Send financial statements and all other communications to:

         The Canada Life Assurance Company
         Corporate Treasury, SP-11
         330 University Avenue
         Toronto, Ontario, Canada  M5G 1R8
         Attn:  Paul English, Associate Treasurer, U.S. Private Placements

(4)      Delivery of Notes:

         For Notes delivered FREE by Lawyer (Primary Market)

         Chase Manhattan Bank
         4 New York Plaza - 11th Floor
         Receive Window
         New York, NY  10004-2477
         Attention:  Larry Zimmer (212) 623-0987

         For:     Canada Life Insurance Company of New York
                  Trust Account No. G52685

         For Broker Delivery AGAINST PAYMENT (Secondary Market)

         Chase Manhattan Bank
         4 New York Plaza
         Receive Window, Ground Floor
         New York, NY  10004-2477

         For delivery problem, call:  Doll Balbadar  (718) 242-1774

         For:     Canada Life Insurance Company of New York
                  Trust Account No. G52685

Tax I.D. #13-2690792


<PAGE>   80


                                                             SCHEDULE A
                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>

                                                         Principal Amount of
Name of Purchaser                                       Notes to be Purchased
-----------------                                       ---------------------

LUTHERAN BROTHERHOOD                Principal Amount of Notes to be Purchased
                                  ----------------------------------------------
                                    Series A        Series B        Series C
                                    --------        --------        --------
<S>                               <C>               <C>             <C>
                                 $5,000,000
</TABLE>

Register Notes in the name of:  Lutheran Brotherhood

(1)      Payments to:

         By wire:

         Norwest Bank Minnesota, N.A.
         ABA #091000019
         For Credit to Trust Clearing Account #0000840245
         Attn:  Sarah Corcoran
         For Credit to:  Lutheran Brotherhood
         Acct. No.:  12651300

         By mail:

         Lutheran Brotherhood
         Norwest Bank Minnesota, N.A.
         P.O. Box 1450
         NW9919
         Minneapolis, MN  55485

         All payments must include the following information:

         A/C Lutheran Brotherhood
         Account No.:  12651300
         Belden Inc., 7.60% Senior Notes, Series A, due September 1, 2004
         Private Placement Number: 077459 A@ 4
         Reference Purpose of Payment
         Interest and/or Principal Breakdown

(2)      Notices of payments and written confirmation of such wire transfers to:

         Lutheran Brotherhood
         Attn:  Investment Accounting/Trading Administrator
         625 Fourth Avenue South, 10th Floor
         Minneapolis, MN  55415

(3)      All other communications to:

         Lutheran Brotherhood



<PAGE>   81

         Attn:  Investment Division
         625 Fourth Avenue South
         Minneapolis, MN  55415
         Telecopier:  (612) 340-5776

(4)      Deliver original note to:

         Norwest Bank Minnesota, N.A.
         733 Marquette Avenue
         Attn:  Client Services - Sarah Corcoran
         5th Floor, Window 1
         Investors Building
         Minneapolis, MN  55479-0051
         Telecopier:  (612) 667-0550

         With a copy to the Lutheran Brotherhood in-house attorney.

Tax I.D. #41-0385700



<PAGE>   82


                                                             SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>
                                                          Principal Amount of
Name of Purchaser                                        Notes to be Purchased
-----------------                                        ---------------------

MODERN WOODMEN OF AMERICA            Principal Amount of Notes to be Purchased
                                  ----------------------------------------------
                                     Series A        Series B        Series C
                                     --------        --------        --------
<S>                               <C>             <C>                <C>
                                                  $4,000,000
</TABLE>

Register Notes in the name of:  Modern Woodmen of America

(1)      All payments on account of Notes held by such purchaser shall be made
         by wire transfer of immediately available funds for credit to:

         The Northern Trust Company
         50 South LaSalle Street
         Chicago, IL  60675
         ABA No. 071-000-152
         Account Name:  Modern Woodmen of America
         Account No. 84352

         Each wire transfer shall set forth the name of the Company, the full
         title (including the applicable coupon rate and final maturity date) of
         the Notes, a reference to PPN No. 077459 A# 2 and the due date and
         application (as among principal, premium and interest) of the payment
         being made.

(2)      Address for all notices relating to payments:

         Modern Woodmen of America
         Attn:  Investment Accounting Department
         1701 First Avenue
         Rock Island, IL  61201

(3)      Address for all other communications and notices:

         Modern Woodmen of America
         Attn:  Investment Department
         1701 First Avenue
         Rock Island, IL  61201

Tax ID #36-1493430


<PAGE>   83


                                                               SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>

                                                           Principal Amount of
Name of Purchaser                                         Notes to be Purchased
-----------------                                         ---------------------

WOODMEN ACCIDENT AND                Principal Amount of Notes to be Purchased
LIFE COMPANY                      ----------------------------------------------
                                    Series A        Series B        Series C
                                    --------        --------        --------
<S>                               <C>               <C>          <C>
                                                                 $3,000,000
</TABLE>

Register Notes in the name of:  Woodmen Accident and Life Company

(1)      All payments on account of Notes held by such purchaser shall be made
         by wire transfer of immediately available funds for credit to:

         U.S. Bank National Association
         13th and "M" Streets
         Lincoln, NE  68508
         ABA Number 1040-0002-9
         for credit to Woodmen Accident and Life Company
         General Fund Account #1-494-0092-9092

         With sufficient notation to identify the source of the funds.

(2)      Address for notices and communications:

         Woodmen Accident and Life Company
         1526 "K" Street
         Lincoln, Nebraska  68508
         Attention:  Investment Division

Tax ID #47-0339220


<PAGE>   84


                                                             SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>
                                                           Principal Amount of
Name of Purchaser                                         Notes to be Purchased
-----------------                                         ---------------------

INDIANAPOLIS LIFE INSURANCE COMPANY  Principal Amount of Notes to be Purchased
                                    --------------------------------------------
                                      Series A        Series B        Series C
                                      --------        --------        --------
<S>                                 <C>               <C>             <C>
                                    $2,000,000
</TABLE>

Register Notes in the name of:  Indianapolis Life Insurance Company

(1)      All principal and interest payments on the Notes shall be made by wire
         transfer of immediately available funds to:

         The Bank of New York
         New York, New York  10286
         BNF:  IOC 566
         ABA #021000018
         For credit to:    Indianapolis Life Insurance Company
                           Account #177862

         With sufficient information to identify payment as to principal and
         interest, issue identification and PPN# 077459 A@ 4.

(2)      Address for all notices in respect of payment:

         Indianapolis Life Insurance Company/#177862
         c/o The Bank of New York
         Attn:  P&I Department
         P.O. Box 19266
         Newark, New Jersey  07195

(3)      Address for all other communications:

         Indianapolis Life Insurance Company
         2960 N. Meridian Street
         Indianapolis, Indiana  46208
         Attention:  Securities Department
         Fax:  (317) 927-3363


<PAGE>   85

(4)      Address for delivery of the Note:

         Indianapolis Life Insurance Company/#177862
         c/o The Bank of New York
         Attn:  Window A
         One Wall Street, 3rd Floor
         New York, New York  10286

Tax ID #35-0413330


<PAGE>   86


                                                              SCHEDULE A
                       INFORMATION RELATING TO PURCHASERS
<TABLE>
<CAPTION>

                                                         Principal Amount of
Name of Purchaser                                       Notes to be Purchased
-----------------                                       ---------------------

TMG LIFE INSURANCE COMPANY          Principal Amount of Notes to be Purchased
                                  ----------------------------------------------
                                     Series A        Series B        Series C
                                     --------        --------        --------
<S>                               <C>                <C>             <C>
                                  $2,000,000
</TABLE>

Register Notes in the name of:  TMG Life Insurance Company

(1)      All payments on account of the Notes shall be made by wire or intrabank
         transfer of immediately available funds to:

<TABLE>

<S>                                              <C>
         ABA Routing Transit Number:             Norwest Bank Minnesota, N.A.
         *(field 3400)                           091000019
         Beneficiary Account Number:             0000840245 (must be 10 digits in length)
         Beneficiary Account Name:               Trust Wire Clearing (must be on line 2)
         *(field 4200)
         OBI                                     FFC: I.C. 13326600 Belden Inc. PPN: 077459 A@ 4
         *(field 6000)                           P=           I=
                                                 End Balance=
         *Federal Reserve Field Tag Numbers
</TABLE>

(2)      All notices in respect of payment shall be delivered to:

         TMG Life Insurance Company
         c/o The Mutual Group (U.S.), Inc.
         Attn:  Tamie Greenwood
         401 North Executive Drive, Suite 300
         Brookfield, WI  53008-0503
         Telephone:  (414) 641-4027
         Facsimile:  (414) 641-4055

(3)      All other communications shall be delivered to:

         TMG Life Insurance Company
         c/o The Mutual Group (U.S.), Inc.
         401 North Executive Drive, Suite 300
         Brookfield, WI  53008-0503
         Telephone:  (414) 641-4027
         Facsimile:  (414) 641-4055

Tax ID #45-0208990


<PAGE>   87


                                                                      SCHEDULE B


                                  DEFINED TERMS


                  As used herein, the following terms have the respective
meanings set forth below or set forth in the Section hereof following such term:

                  "ADJUSTED CONSOLIDATED NET WORTH" means, as of any date,
consolidated stockholders' equity of the Company and its Restricted Subsidiaries
on such date, determined in accordance with GAAP, less (a) minority interests
and (b) the amount by which outstanding Restricted Investments on such date
exceed 20% of consolidated stockholders' equity.

                  "AFFILIATE" means, at any time, and with respect to any
Person, (a) any other Person that at such time directly or indirectly through
one or more intermediaries Controls, or is Controlled by, or is under common
Control with, such first Person, and (b) any Person beneficially owning or
holding, directly or indirectly, 10% or more of any class of voting or equity
interests of the Company or any Subsidiary or any corporation of which the
Company and its Subsidiaries beneficially own or hold, in the aggregate,
directly or indirectly, 10% or more of any class of voting or equity interests.
As used in this definition, "Control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. Unless the context otherwise clearly requires, any
reference to an "Affiliate" is a reference to an Affiliate of the Company.

                  "BELDEN WIRE" is defined in Section 1.

                  "BUSINESS DAY" means (a) for the purposes of Section 8.6 only,
any day other than a Saturday, a Sunday or a day on which commercial banks in
New York City are required or authorized to be closed, and (b) for the purposes
of any other provision of this Agreement, any day other than a Saturday, a
Sunday or a day on which commercial banks in Chicago, Illinois or New York City
are required or authorized to be closed.

                  "CAPITAL LEASE" means, at any time, a lease with respect to
which the lessee is required concurrently to recognize the acquisition of an
asset and the incurrence of a liability in accordance with GAAP.

                  "CLOSING" is defined in Section 3.

                  "CODE" means the Internal Revenue Code of 1986, as amended
from time to time, and the rules and regulations promulgated thereunder from
time to time.

                  "COMPANY" means Belden Inc., a Delaware corporation.

                  "CONFIDENTIAL INFORMATION"  is defined in Section 20.


<PAGE>   88

                  "CONSOLIDATED INDEBTEDNESS" means, as of any date,
Indebtedness of the Company and its Restricted Subsidiaries as of such date
determined on a consolidated basis in accordance with GAAP.

                  "CONSOLIDATED NET INCOME" means, for any period, the net
income (or net deficit) of the Company and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

                  "CONSOLIDATED TOTAL ASSETS" means, as of any date, the assets
and properties of the Company and its Restricted Subsidiaries as of such date
determined on a consolidated basis in accordance with GAAP.

                  "CONSOLIDATED TOTAL CAPITALIZATION" means, as of any date, the
sum of Consolidated Indebtedness and Adjusted Consolidated Net Worth as of such
date.

                  "CREDIT AGREEMENT" means the Credit Agreement dated as of
November 18, 1996 among the Company and the banks from time to time party
thereto, as such agreement may be hereafter amended, restated, supplemented,
refinanced, increased or reduced from time to time, and any successor credit
agreement or similar facility.

                  "CSH" is defined in Section 1.

                  "CSI" is defined in Section 1.

                  "DEFAULT" means an event or condition the occurrence or
existence of which would, with the lapse of time or the giving of notice or
both, become an Event of Default.

                  "DEFAULT RATE" means that rate of interest that is the greater
of (i) 2% per annum above the rate of interest stated in clause (a) of the first
paragraph of the Notes or (ii) 2% over the rate of interest publicly announced
by Bank of America in Chicago, Illinois as its "base" or "prime" rate.

                  "ENVIRONMENTAL LAWS" means any and all Federal, state, local,
and foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.

                  "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that is treated as a single employer together with the Company
under section 414 of the Code.


<PAGE>   89

                  "EVENT OF DEFAULT" is defined in Section 11.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "GAAP" means generally accepted accounting principles as in
effect from time to time in the United States of America.

                  "GOVERNMENTAL AUTHORITY" means

                  (a)     the government of

                          (i)  the  United  States  of  America  or any State
                  or other  political  subdivision thereof, or

                          (ii) any jurisdiction in which the Company or any
                  Subsidiary conducts all or any part of its business, or which
                  asserts jurisdiction over any properties of the Company or any
                  Subsidiary, or

                  (b)     any entity exercising executive, legislative,
         judicial, regulatory or administrative functions of, or pertaining to,
         any such government.

                  "HAZARDOUS MATERIAL" means any and all pollutants, toxic or
hazardous wastes or any other substances that might pose a hazard to health or
safety, the removal of which may be required or the generation, manufacture,
refining, production, processing, treatment, storage, handling, transportation,
transfer, use, disposal, release, discharge, spillage, seepage, or filtration of
which is or shall be restricted, prohibited or penalized by any applicable law
(including, without limitation, asbestos, urea formaldehyde foam insulation and
polychlorinated biphenyls).

                  "HOLDER" means, with respect to any Note, the Person in whose
name such Note is registered in the register maintained by the Company pursuant
to Section 13.1.

                  "INDEBTEDNESS" with respect to any Person means, at any time,
without duplication,

                  (a)      its liabilities for borrowed money;

                  (b)      its liabilities for the deferred purchase price of
         property acquired by such Person (excluding accounts payable and other
         accrued liabilities arising in the ordinary course of business but
         including all liabilities created or arising under any conditional sale
         or other title retention agreement with respect to any such property);

                  (c)      all liabilities appearing on its balance sheet in
         accordance with GAAP in respect of Capital Leases; and

<PAGE>   90

                  (d)      all liabilities for borrowed money secured by any
         Lien with respect to any property owned by such Person (whether or not
         it has assumed or otherwise become liable for such liabilities).

Indebtedness of any Person shall include all obligations of such Person of the
character described in clauses (a) through (d) to the extent such Person remains
legally liable in respect thereof notwithstanding that any such obligation is
deemed to be extinguished under GAAP. Indebtedness of any Person shall not
include any Guaranty by such Person of Indebtedness. Indebtedness of the Company
or a Restricted Subsidiary shall not include Indebtedness of the Company to a
Restricted Subsidiary or Indebtedness of a Restricted Subsidiary to the Company
or to another Restricted Subsidiary. For purposes of this definition of
Indebtedness, "Guaranty" means, with respect to any Person, any obligation of
such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or
other obligation of any other Person in any manner, whether directly or
indirectly, including (without limitation) obligations incurred through an
agreement, contingent or otherwise, by such Person: (a) to purchase such
indebtedness or obligation or any property constituting security therefor; (b)
to advance or supply funds (i) for the purchase or payment of such indebtedness
or obligation, or (ii) to maintain any working capital or other balance sheet
condition or any income statement condition of any other Person or otherwise to
advance or make available funds for the purchase or payment of such indebtedness
or obligation; (c) to lease properties or to purchase properties or services
primarily for the purpose of assuring the owner of such indebtedness or
obligation of the ability of any other Person to make payment of the
indebtedness or obligation; or (d) otherwise to assure the owner of such
indebtedness or obligation against loss in respect thereof.

                  "INSTITUTIONAL INVESTOR" means (a) any original purchaser of a
Note, (b) any holder of a Note holding more than $2,000,000 in aggregate
principal amount of the Notes, and (c) any bank, trust company, savings and loan
association or other financial institution, any pension plan, any investment
company, any insurance company, any broker or dealer, or any other similar
financial institution or entity, regardless of legal form.

                  "INVESTMENTS" means all investments made, in cash or by
delivery of property, directly or indirectly, by any Person, in any other
Person, whether by acquisition of shares of capital stock, indebtedness or other
obligations or securities or by loan, advance, capital contribution or
otherwise.

                  "LIEN" means, with respect to any Person, any mortgage, lien,
pledge, charge, security interest or other encumbrance, or any interest or title
of any vendor, lessor, lender or other secured party to or of such Person under
any conditional sale or other title retention agreement or Capital Lease, upon
or with respect to any property or asset of such Person (including in the case
of stock, stockholder agreements, voting trust agreements and all similar
arrangements).

                  "MAKE-WHOLE AMOUNT" is defined in Section 8.6.


<PAGE>   91

                  "MATERIAL" means material in relation to the business,
operations, affairs, financial condition, assets or properties of the Company
and its Restricted Subsidiaries taken as a whole.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
(a) the business, operations, affairs, financial condition, assets or properties
of the Company and its Restricted Subsidiaries taken as a whole, or (b) the
ability of the Company to perform its obligations under this Agreement and the
Notes, or (c) the ability of any Subsidiary Guarantor to perform its obligations
under the Subsidiary Guaranty, or (d) the validity or enforceability of this
Agreement, the Notes or the Subsidiary Guaranty.

                  "MATERIAL RESTRICTED SUBSIDIARY" means, as of the date of
determination, each Subsidiary Guarantor and any other Restricted Subsidiary the
assets or revenues of which account for more than 5% of the Consolidated Total
Assets of the Company and its Restricted Subsidiaries at the end of the most
recently ended fiscal period or more than 5% of the consolidated revenues of the
Company and its Restricted Subsidiaries for the most recently completed four
fiscal quarters.

                  "MEMORANDUM" is defined in Section 5.3.

                  "MULTIEMPLOYER PLAN" means any Plan that is a "multiemployer
plan" (as such term is defined in section 4001(a)(3) of ERISA).

                  "NOTES" is defined in Section 1.

                  "OFFICER'S CERTIFICATE" means a certificate of a Senior
Financial Officer or of any other officer of the Company whose responsibilities
extend to the subject matter of such certificate.

                  "OTHER PURCHASERS" is defined in Section 2.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA or any successor thereto.

                  "PERSON" means an individual, partnership, corporation,
limited liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

                  "PLAN" means an "employee benefit plan" (as defined in section
3(3) of ERISA) that is or, within the preceding five years, has been established
or maintained, or to which contributions are or, within the preceding five
years, have been made or required to be made, by the Company or any ERISA
Affiliate or with respect to which the Company or any ERISA Affiliate may have
any liability.

                  "PRIORITY DEBT" means, as of any date, the sum (without
duplication) of (a) Indebtedness of Restricted Subsidiaries other than Belden
Wire on such date and


<PAGE>   92

(b) Indebtedness of the Company and its Restricted Subsidiaries (including
Belden Wire) secured by Liens permitted by Section 10.3(i) on such date.

                  "PROPERTY" or "PROPERTIES" means, unless otherwise
specifically limited, real or personal property of any kind, tangible or
intangible, choate or inchoate.

                  "PURCHASER" means each purchaser listed in Schedule A.

                  "QPAM EXEMPTION" means Prohibited  Transaction  Class
Exemption 84-14 issued by the United States Department of Labor.

                  "REQUIRED HOLDERS" means, at any time, the holders of at least
a majority in principal amount of the Notes at the time outstanding (exclusive
of Notes then owned by the Company or any of its Affiliates).

                  "RESPONSIBLE OFFICER" means any Senior Financial Officer and
any other officer of the Company with responsibility for the administration of
the relevant portion of this agreement.

                  "RESTRICTED INVESTMENTS"  means all Investments of the
Company and its Restricted  Subsidiaries, other than:

                  (a)      property or assets to be used or consumed in the
         ordinary course of business;

                  (b)      current assets arising from the sale of goods or
         services in the ordinary course of business;

                  (c)      Investments in Restricted Subsidiaries or in any
         Person which, as a result thereof, becomes a Restricted Subsidiary;

                  (d)      Investments existing as of the date of this Agreement
                  which are listed in the attached Schedule B-1;

                  (e)      Investments in treasury stock;

                  (f)      Investments in:

                           (i)   obligations, maturing within one year from the
                  date of acquisition, of or fully guaranteed by (A) the United
                  States of America or an agency thereof or (B) Canada or a
                  province thereof;

                           (ii)  state or municipal securities (including
                   auction rate floaters and variable rate demand Notes), having
                   an effective maturity within one year from the date of
                   acquisition, which are rated in one of the top two rating
                   classifications by at least one nationally recognized rating
                   agency;
<PAGE>   93

                           (iii) certificates of deposit or banker's acceptances
                  maturing within one year from the date of acquisition of or
                  issued by Bank of America or other commercial banks whose
                  long-term unsecured debt obligations (or the long-term
                  unsecured debt obligations of the bank holding company owning
                  all of the capital stock of such bank) are rated in one of the
                  top two rating classifications by at least one nationally
                  recognized rating agency;

                           (iv)  commercial paper maturing within 270 days from
                  the date of issuance which, at the time of acquisition, is
                  rated in one of the top two rating classifications by at least
                  one credit rating agency of recognized national standing;

                           (v)   repurchase agreements, having a term of not
                   more than 90 days and fully collateralized with obligations
                   of the type described in clause (i), with a bank satisfying
                   the requirements of clause (iii); and

                           (vi)  money market instrument programs that are
                  properly classified as current assets in accordance with GAAP.

For purposes of this Agreement, an Investment shall be valued at the lesser of
(i) cost and (ii) the value at which such Investment is shown on the books of
the Company and its Restricted Subsidiaries in accordance with GAAP.

                  "RESTRICTED SUBSIDIARY" means each Subsidiary Guarantor and
any other Subsidiary (a) of which at least a majority of the voting securities
are owned by the Company and/or one or more Wholly Owned Restricted Subsidiaries
and of which the Company has management control and (b) which the Company has
designated a Restricted Subsidiary by notice in writing (including designation
in Section 5.4) given to the holders of the Notes and (c) which has not been
designated as a Restricted Subsidiary more than once previously.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time.

                  "SENIOR FINANCIAL OFFICER" means the chief financial officer,
principal accounting officer, treasurer or comptroller of the Company.

                  "SOURCE" is defined in Section 6.2.

                  "SUBSIDIARY" means, as to any Person, any corporation,
association or other business entity in which such Person or one or more of its
Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient
equity or voting interests to enable it or them (as a group) ordinarily, in the
absence of contingencies, to elect a majority of the directors (or Persons
performing similar functions) of such entity, and any partnership or joint
venture if more than a 50% interest in the profits or capital thereof is owned
by such Person or one or more of its Subsidiaries or such Person and one or more
of its Subsidiaries (unless such partnership can and does ordinarily take major
business actions without the prior approval of such Person or one or


<PAGE>   94

more of its Subsidiaries). Unless the context otherwise clearly requires, any
reference to a "Subsidiary" is a reference to a Subsidiary of the Company.

                  "SUBSIDIARY GUARANTOR" is defined in Section 1.

                  "SUBSIDIARY GUARANTY" is defined in Section 1.

                  "THIS AGREEMENT" or "THE AGREEMENT" is defined in Section
17.3.

                  "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Company
that has not been designated a Restricted Subsidiary.

                  "WESTERN EUROPE" means any of the following countries:
Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy,
Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, the
United Kingdom and any other country that hereafter joins the European Union.
Any country that terminates membership in the European Union will still be
considered a country of Western Europe.

                  "WHOLLY OWNED SUBSIDIARY" means, at any time, any Subsidiary
100% of all of the equity interests (except directors' qualifying shares) and
voting interests of which are owned by any one or more of the Company and the
Company's other Wholly Owned Subsidiaries at such time.

<PAGE>   95
                                                                   EXHIBIT 1.1-A


                         [FORM OF SENIOR NOTE, SERIES A]


                                   BELDEN INC.

                           7.60% SENIOR NOTE, SERIES A
                              DUE SEPTEMBER 1, 2004

No. AR-[__]                                                               [Date]
$[_______]                                                   PPN[______________]

         FOR VALUE RECEIVED, the undersigned, BELDEN INC. (herein called the
"Company"), a corporation organized and existing under the laws of the State of
Delaware, promises to pay to [    ], or registered assigns, the principal sum of
$[      ] on September 1, 2004, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the
rate of 7.60% per annum from the date hereof, payable semiannually, on September
1 and March 1 in each year, commencing with the March 1 next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b) to
the extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement
referred to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 9.60% or (ii) 2% over the rate of interest publicly
announced by Bank of America from time to time in Chicago, Illinois as its
"base" or "prime" rate.

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the principal office of Bank of America in Chicago, Illinois or at
such other place as the Company shall have designated by written notice to the
holder of this Note as provided in the Note Purchase Agreement referred to
below.

         This Note is one of a series of Senior Notes (herein called the
"Notes") issued pursuant to a Note Purchase Agreement dated as of September 1,
1999 (as from time to time amended, the "Note Purchase Agreement"), between the
Company and the respective Purchasers named therein and is entitled to the
benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) to have made the
representation set forth in Section 6.2 of the Note Purchase Agreement.

         This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's


<PAGE>   96

attorney duly authorized in writing, a new Note for a like principal amount will
be issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.

         This Note is subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreements but not otherwise.

         If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Illinois
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

                                           BELDEN INC.


                                           By:
                                           Name:
                                           Title:



GUARANTY ENDORSEMENT

         Payment of the principal of, and interest and Make-Whole Amount, if
any, on this Note, and all other amounts due under the Note Purchase Agreement,
is guaranteed pursuant to the terms of a Guaranty dated as of September 1, 1999
of certain Subsidiaries of the Company.





<PAGE>   97








                                                                   EXHIBIT 1.1-B


[FORM OF SENIOR NOTE, SERIES B]


BELDEN INC.

7.74% SENIOR NOTE, SERIES B
DUE SEPTEMBER 1, 2006

No. BR-[__]                                                               [Date]
$[_______]                                                   PPN[______________]

         FOR VALUE RECEIVED, the undersigned, BELDEN INC. (herein called the
"Company"), a corporation organized and existing under the laws of the State of
Delaware, promises to pay to [     ], or registered assigns, the principal sum
of $[    ] on September 1, 2006, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the
rate of 7.74% per annum from the date hereof, payable semiannually, on September
1 and March 1 in each year, commencing with the March 1 next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b) to
the extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement
referred to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 9.74% or (ii) 2% over the rate of interest publicly
announced by Bank of America from time to time in Chicago, Illinois as its
"base" or "prime" rate.

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the principal office of Bank of America in Chicago, Illinois or at
such other place as the Company shall have designated by written notice to the
holder of this Note as provided in the Note Purchase Agreement referred to
below.

         This Note is one of a series of Senior Notes (herein called the
"Notes") issued pursuant to a Note Purchase Agreement dated as of September 1,
1999 (as from time to time amended, the "Note Purchase Agreement"), between the
Company and the respective Purchasers named therein and is entitled to the
benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) to have made the
representation set forth in Section 6.2 of the Note Purchase Agreement.

         This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's




<PAGE>   98


attorney duly authorized in writing, a new Note for a like principal amount will
be issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.

         This Note is subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreements but not otherwise.

         If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Illinois
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

                                           BELDEN INC.


                                           By:
                                           Name:
                                           Title:



GUARANTY ENDORSEMENT

         Payment of the principal of, and interest and Make-Whole Amount, if
any, on this Note, and all other amounts due under the Note Purchase Agreement,
is guaranteed pursuant to the terms of a Guaranty dated as of September 1, 1999
herewith of certain Subsidiaries of the Company.




<PAGE>   99








                                                                   EXHIBIT 1.1-C


[FORM OF SENIOR NOTE, SERIES C]


BELDEN INC.

7.95% SENIOR NOTE, SERIES C
DUE SEPTEMBER 1, 2009

No. CR-[__]                                                               [Date]
$[_______]                                                   PPN[______________]

         FOR VALUE RECEIVED, the undersigned, BELDEN INC. (herein called the
"Company"), a corporation organized and existing under the laws of the State of
Delaware, promises to pay to [      ], or registered assigns, the principal sum
of $[     ] on September 1, 2009, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the
rate of 7.95% per annum from the date hereof, payable semiannually, on September
1 and March 1 in each year, commencing with the March 1 next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b) to
the extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement
referred to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 9.95% or (ii) 2% over the rate of interest publicly
announced by Bank of America from time to time in Chicago, Illinois as its
"base" or "prime" rate.

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the principal office of Bank of America in Chicago, Illinois or at
such other place as the Company shall have designated by written notice to the
holder of this Note as provided in the Note Purchase Agreement referred to
below.

         This Note is one of a series of Senior Notes (herein called the
"Notes") issued pursuant to a Note Purchase Agreement dated as of September 1,
1999 (as from time to time amended, the "Note Purchase Agreement"), between the
Company and the respective Purchasers named therein and is entitled to the
benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) to have made the
representation set forth in Section 6.2 of the Note Purchase Agreement.

         This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's


<PAGE>   100

attorney duly authorized in writing, a new Note for a like principal amount will
be issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.

         This Note is subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreements but not otherwise.

         If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Illinois
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

                                           BELDEN INC.


                                           By:
                                           Name:
                                           Title:



GUARANTY ENDORSEMENT

         Payment of the principal of, and interest and Make-Whole Amount, if
any, on this Note, and all other amounts due under the Note Purchase Agreement,
is guaranteed pursuant to the terms of a Guaranty dated as of September 1, 1999
of certain Subsidiaries of the Company.





<PAGE>   101




                                                                     EXHIBIT 1.2


[FORM OF SUBSIDIARY GUARANTY]

         THIS GUARANTY (this "GUARANTY") dated as of September 1, 1999 is made
by the undersigned (each, a "GUARANTOR"), in favor of the holders from time to
time of the Notes hereinafter referred to, including each purchaser named in the
Note Purchase Agreement hereinafter referred to, and their respective successors
and assigns (collectively, the "HOLDERS" and each individually, a "HOLDER").

                              W I T N E S S E T H:

         WHEREAS, Belden Inc., a Delaware corporation (the "COMPANY"), and the
initial Holders have entered into a Note Purchase Agreement dated as of
September 1, 1999 (the Note Purchase Agreement as amended, supplemented,
restated or otherwise modified from time to time in accordance with its terms
and in effect, the "NOTE PURCHASE AGREEMENT");

         WHEREAS, the Note Purchase Agreement contemplates the issuance by the
Company of $125,000,000 aggregate principal amount of Notes (as defined in the
Note Purchase Agreement) to the Purchasers;

         WHEREAS, the Company directly or indirectly owns all of the issued and
outstanding capital stock of each Guarantor and, by virtue of such ownership and
otherwise, each Guarantor will derive substantial benefits from the purchase by
the initial Holders of the Company's Notes;

         WHEREAS, it is a condition precedent to the obligation of the initial
Holders to purchase the Notes that each Guarantor shall have executed and
delivered this Guaranty to the Holders; and

         WHEREAS, each Guarantor desires to execute and deliver this Guaranty to
satisfy the conditions described in the preceding paragraph;

         NOW, THEREFORE, in consideration of the premises and other benefits to
each Guarantor, and of the purchase of the Company's Notes by the initial
Holders, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, each Guarantor makes this Guaranty as
follows:

         SECTION 1. Definitions. Any capitalized terms not otherwise herein
defined shall have the meanings attributed to them in the Note Purchase
Agreement.

         SECTION 2. Guaranty. The Guarantors, jointly and severally,
unconditionally and irrevocably guarantee to the Holders the due, prompt and
complete payment by the Company of the principal of, Make-Whole Amount, if any,
and interest on, and each other amount due under, the Notes or the Note Purchase
Agreement, when and as the same shall become due and payable (whether at stated
maturity or by prepayment or by declaration or otherwise) in accordance with


<PAGE>   102


the terms of the Notes and the Note Purchase Agreement (the Notes and the Note
Purchase Agreement being sometimes hereinafter collectively referred to as the
"NOTE DOCUMENTS" and the amounts payable by the Company under the Note
Documents, and all other monetary obligations of the Company thereunder, being
sometimes collectively hereinafter referred to as the "OBLIGATIONS"). This
Guaranty is a guaranty of payment and not just of collectibility and is in no
way conditioned or contingent upon any attempt to collect from the Company or
upon any other event, contingency or circumstance whatsoever. If for any reason
whatsoever the Company shall fail or be unable duly, punctually and fully to pay
such amounts as and when the same shall become due and payable and any Holder
shall notify each Guarantor that all Notes held by such Holder or all
outstanding Notes are subject to acceleration under Section 12.1 of the Note
Purchase Agreement, the Guarantors (jointly and severally), without demand,
presentment, protest or notice of any kind, will forthwith pay or cause to be
paid such amounts to the Holders under the terms of such Note Documents, in
lawful money of the United States, at the place specified in the Note Purchase
Agreement, or perform or comply with the same or cause the same to be performed
or complied with, together with interest (to the extent provided for under such
Note Documents) on any amount due and owing from the Company. The Guarantors
(jointly and severally), promptly after demand, will pay to the Holders the
reasonable costs and expenses of collecting such amounts or otherwise enforcing
this Guaranty, including, without limitation, the reasonable fees and expenses
of counsel. The right of recovery against each Guarantor under this Guaranty is,
however, limited to the Fair Net Worth of such Guarantor, as of the date of any
determination thereof, less $20,000. For purposes of this Guaranty, the "Fair
Net Worth" of a Guarantor shall mean an amount equal to the fair saleable value
of such Guarantor's assets and all rights of contribution, indemnification and
exoneration, net of all obligations of such Guarantor owed to third parties
(other than such Guarantor's liabilities under this Guaranty), including all
liabilities, whether fixed or contingent, direct or indirect, disputed or
undisputed, secured or unsecured, and whether or not required to be reflected on
a balance sheet prepared in accordance with generally accepted accounting
principles.

         SECTION 3. Guarantor's Obligations Unconditional. The obligations of
each Guarantor under this Guaranty shall be primary, absolute and unconditional
obligations of such Guarantor, shall not be subject to any counterclaim,
set-off, deduction, diminution, abatement, recoupment, suspension, deferment,
reduction or defense based upon any claim such Guarantor or any other person may
have against the Company or any other person, and to the full extent permitted
by applicable law shall remain in full force and effect without regard to, and
shall not be released, discharged or in any way affected by, any circumstance or
condition whatsoever (whether or not such Guarantor or the Company shall have
any knowledge or notice thereof), including:

                  (a) any termination, amendment or modification of or deletion
         from or addition or supplement to or other change in any of the Note
         Documents or any other instrument or agreement applicable to any of the
         parties to any of the Note Documents;

                  (b) any furnishing or acceptance of any security, or any
         release of any security, for the Obligations, or the failure of any
         security or the failure of any person to perfect any interest in any
         collateral;



<PAGE>   103




                  (c) any failure, omission or delay on the part of the Company
         to conform or comply with any term of any of the Note Documents or any
         other instrument or agreement referred to in paragraph (a) above,
         including, without limitation, failure to give notice to such Guarantor
         of the occurrence of a "Default" or an "Event of Default" under any
         Note Document;

                  (d) any waiver of the payment, performance or observance of
         any of the obligations, conditions, covenants or agreements contained
         in any Note Document, or any other waiver, consent, extension,
         indulgence, compromise, settlement, release or other action or inaction
         under or in respect of any of the Note Documents or any other
         instrument or agreement referred to in paragraph (a) above or any
         obligation or liability of the Company, or any exercise or non-exercise
         of any right, remedy, power or privilege under or in respect of any
         such instrument or agreement or any such obligation or liability;

                  (e) any failure, omission or delay on the part of any of the
         Holders to enforce, assert or exercise any right, power or remedy
         conferred on such Holder in this Guaranty, or any such failure,
         omission or delay on the part of such Holder in connection with any
         Note Document, or any other action on the part of such Holder;

                  (f) any voluntary or involuntary bankruptcy, insolvency,
         reorganization, arrangement, readjustment, assignment for the benefit
         of creditors, composition, receivership, conservatorship,
         custodianship, liquidation, marshaling of assets and liabilities or
         similar proceedings with respect to the Company, a Guarantor or to any
         other person or any of their respective properties or creditors, or any
         action taken by any trustee or receiver or by any court in any such
         proceeding;

                  (g) any discharge, termination, cancellation, frustration,
         irregularity, invalidity or unenforceability, in whole or in part, of
         any of the Note Documents or any other agreement or instrument referred
         to in paragraph (a) above or any term hereof;

                  (h) any merger or consolidation of the Company or a Guarantor
         into or with any other corporation, or any sale, lease or transfer of
         any of the assets of the Company or a Guarantor to any other person;

                  (i) any change in the ownership of any shares of capital stock
         of the Company or any change in the corporate relationship between the
         Company and a Guarantor, or any termination of such relationship;

                  (j) any release or discharge, by operation of law, of a
         Guarantor from the performance or observance of any obligation,
         covenant or agreement contained in this Guaranty; or

                  (k) any other occurrence, circumstance, happening or event
         whatsoever, whether similar or dissimilar to the foregoing, whether
         foreseen or unforeseen, and any other circumstance that might otherwise
         constitute a legal or equitable defense or



<PAGE>   104



         discharge of the liabilities of a guarantor or surety or that might
         otherwise limit recourse against a Guarantor.

Notwithstanding any other provision contained in this Guaranty, the Guarantors'
joint and several liability with respect to the principal amount of the Notes
shall be no greater than the liability of the Company with respect thereto.

         SECTION 4. Full Recourse Obligations. The obligations of each Guarantor
set forth herein constitute the full recourse obligations of such Guarantor
enforceable against it to the full extent of all its assets and properties.

         SECTION 5. Waiver. Each Guarantor unconditionally waives, to the extent
permitted by applicable law, (a) notice of any of the matters referred to in
Section 3, (b) notice to such Guarantor of the incurrence of any of the
Obligations, notice to such Guarantor or the Company of any breach or default by
the Company with respect to any of the Obligations or any other notice that may
be required, by statute, rule of law or otherwise, to preserve any rights of the
Holders against such Guarantor, (c) presentment to or demand of payment from the
Company or such Guarantor with respect to any amount due under any Note Document
or protest for nonpayment or dishonor, (d) any right to the enforcement,
assertion or exercise by any of the Holders of any right, power, privilege or
remedy conferred in the Note Purchase Agreement or any other Note Document or
otherwise, (e) any requirement of diligence on the part of any of the Holders,
(f) any requirement to exhaust any remedies or to mitigate the damages resulting
from any default under any Note Document, (g) any notice of any sale, transfer
or other disposition by any of the Holders of any right, title to or interest in
the Note Purchase Agreement or in any other Note Document and (h) any other
circumstance whatsoever that might otherwise constitute a legal or equitable
discharge, release or defense of a guarantor or surety or that might otherwise
limit recourse against such Guarantor.

         SECTION 6. Subrogation, Contribution, Reimbursement or Indemnity. Until
one year and one day after all Obligations have been indefeasibly paid in full,
each Guarantor agrees not to take any action pursuant to any rights that may
have arisen in connection with this Guaranty to be subrogated to any of the
rights (whether contractual, under the United States Bankruptcy Code, as
amended, including Section 509 thereof, under common law or otherwise) of any of
the Holders against the Company or against any collateral security or guaranty
or right of offset held by the Holders for the payment of the Obligations. Until
one year and one day after all Obligations have been indefeasibly paid in full,
each Guarantor agrees not to take any action pursuant to any contractual, common
law, statutory or other rights of reimbursement, contribution, exoneration or
indemnity (or any similar right) from or against the Company that may have
arisen in connection with this Guaranty. So long as the Obligations remain, if
any amount shall be paid by or on behalf of the Company to a Guarantor on
account of any of the rights waived in this paragraph, such amount shall be held
by such Guarantor in trust, segregated from other funds of such Guarantor, and
shall, forthwith upon receipt by such Guarantor, be turned over to the Holders
(duly endorsed by such Guarantor to the Holders, if required), to be applied
against the Obligations, whether matured or unmatured, in such order as the
Holders may determine. The provisions of this paragraph shall survive the term
of this Guaranty and the payment in full of the Obligations.



<PAGE>   105



         SECTION 7. Effect of Bankruptcy Proceedings, etc. This Guaranty shall
continue to be effective or be automatically reinstated, as the case may be, if
at any time payment, in whole or in part, of any of the sums due to any of the
Holders pursuant to the terms of the Note Purchase Agreement or any other Note
Document is rescinded or must otherwise be restored or returned by such Holder
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Company or any other person, or upon or as a result of the appointment of a
custodian, receiver, trustee or other officer with similar powers with respect
to the Company or other person or any substantial part of its property, or
otherwise, all as though such payment had not been made. If an event permitting
the acceleration of the maturity of the principal amount of the Notes shall at
any time have occurred and be continuing, and such acceleration shall at such
time be prevented by reason of the pendency against the Company or any other
person of a case or proceeding under a bankruptcy or insolvency law, each
Guarantor agrees that, for purposes of this Guaranty and its obligations
hereunder, the maturity of the principal amount of the Notes and all other
Obligations shall be deemed to have been accelerated with the same effect as if
any Holder had accelerated the same in accordance with the terms of the Note
Purchase Agreement or other applicable Note Document, and the Guarantors
(jointly and severally) shall forthwith pay such principal amount, Make-Whole
Amount, if any, and interest thereon and any other amounts guaranteed hereunder
without further notice or demand.

         SECTION 8. Term of Agreement. This Guaranty and all guaranties,
covenants and agreements of each Guarantor contained herein shall continue in
full force and effect and shall not be discharged until such time as all of the
Obligations shall be paid and performed in full and all of the agreements of
each Guarantor hereunder shall be duly paid and performed in full.

         SECTION 9. Representations and Warranties. Each Guarantor represents
and warrants to each Holder that:

                  (a) such Guarantor is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware
         and has the corporate power and authority to own and operate its
         property, to lease the property it operates as lessee and to conduct
         the business in which it is currently engaged;

                  (b) such Guarantor has the corporate power and authority and
         the legal right to execute and deliver, and to perform its obligations
         under, this Guaranty, and has taken all necessary corporate action to
         authorize its execution, delivery and performance of this Guaranty;

                  (c) this Guaranty constitutes a legal, valid and binding
         obligation of such Guarantor enforceable in accordance with its terms,
         except as enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium or similar laws affecting the enforcement of
         creditors' rights generally and by general equitable principles
         (regardless of whether such enforceability is considered in a
         proceeding in equity or at law);

<PAGE>   106

                (d) the execution, delivery and performance of this Guaranty
         will not violate any provision of any requirement of law or material
         contractual obligation of such Guarantor and will not result in or
         require the creation or imposition of any Lien on any of the
         properties, revenues or assets of such Guarantor pursuant to the
         provisions of any material contractual obligation of such Guarantor or
         any requirement of law;

                  (e) no consent or authorization of, filing with, or other act
         by or in respect of, any arbitrator or governmental authority is
         required in connection with the execution, delivery, performance,
         validity or enforceability of this Guaranty;

                  (f) no litigation, investigation or proceeding of or before
         any arbitrator or governmental authority is pending or, to the
         knowledge of such Guarantor, threatened by or against such Guarantor or
         any of its properties or revenues (i) with respect to this Guaranty or
         any of the transactions contemplated hereby or (ii) that could
         reasonably be expected to have a material adverse effect upon the
         business, operations or financial condition of such Guarantor and its
         subsidiaries taken as a whole;

                  (g) the execution, delivery and performance of this Guaranty
         will not violate any provision of any order, judgment, writ, award or
         decree of any court, arbitrator or Governmental Authority, domestic or
         foreign, or of the charter or by-laws of such Guarantor or of any
         securities issued by such Guarantor; and

                  (h) after giving effect to the transactions contemplated
         herein, (i) the present fair salable value of the assets of such
         Guarantor is in excess of the amount that will be required to pay its
         probable liability on its existing debts as said debts become absolute
         and matured, (ii) such Guarantor has received reasonably equivalent
         value for executing and delivering this Guaranty, (iii) the property
         remaining in the hands of such Guarantor is not an unreasonably small
         capital, and (iv) such Guarantor is able to pay its debts as they
         mature.

         SECTION 10. Notices. All notices under the terms and provisions hereof
shall be in writing, and shall be delivered or sent by telex or telecopy or
mailed by first-class mail, postage prepaid, addressed (a) if to the Company or
any Holder at the address set forth in the Note Purchase Agreement or (b) if to
a Guarantor, at:

                      [Name of Guarantor]
                      c/o Belden Inc.
                      7701 Forsyth Boulevard
                      Suite 800
                      St. Louis, MO  63105

or at such other address as a Guarantor shall from time to time designate in
writing to the Holders or on a counterpart signature page hereto. Any notice so
addressed shall be deemed to be given when actually received.


<PAGE>   107


         SECTION 11. Survival. All warranties, representations and covenants
made by each Guarantor herein or in any certificate or other instrument
delivered by it or on its behalf hereunder shall be considered to have been
relied upon by the Holders and shall survive the execution and delivery of this
Guaranty, regardless of any investigation made by any of the Holders. All
statements in any such certificate or other instrument shall constitute
warranties and representations by such Guarantor hereunder.

         SECTION 12. Submission to Jurisdiction. Each Guarantor irrevocably
submits to the jurisdiction of the courts of the State of Illinois and of the
courts of the United States of America having jurisdiction in the State of
Illinois for the purpose of any suit, action or proceeding in any such court
with respect to, or arising out of, this Guaranty, the Note Purchase Agreement
or the Notes. Each Guarantor consents to process being served in any such suit,
action or proceeding by mailing a copy thereof by registered or certified mail,
postage prepaid, return receipt requested, to the address of such Guarantor
specified herein or designated pursuant hereto or on a counterpart signature
page hereto. Each Guarantor agrees that such service upon receipt (i) shall be
deemed in every respect effective service of process upon it in any such suit,
action or proceeding and (ii) shall, to the fullest extent permitted by law, be
taken and held to be valid personal service upon and personal delivery to such
Guarantor.

         SECTION 13. Miscellaneous. Any provision of this Guaranty that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, each Guarantor hereby waives any provision of law that
renders any provisions hereof prohibited or unenforceable in any respect. The
terms of this Guaranty shall be binding upon, and inure to the benefit of, each
Guarantor and the Holders and their respective successors and assigns. No term
or provision of this Guaranty may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by each Guarantor and the
Holders. The section and paragraph headings in this Guaranty and the table of
contents are for convenience of reference only and shall not modify, define,
expand or limit any of the terms or provisions hereof, and all references herein
to numbered sections, unless otherwise indicated, are to sections in this
Guaranty. This Guaranty shall in all respects be governed by, and construed in
accordance with, the laws of the State of Illinois, including all matters of
construction, validity and performance.


<PAGE>   108


         IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly
executed as of the day and year first above written.



                                           BELDEN WIRE & CABLE COMPANY


                                           By:
                                           Name:
                                           Title:


                                           CABLE SYSTEMS HOLDING COMPANY


                                           By:
                                           Name:
                                           Title:


                                           CABLE SYSTEMS INTERNATIONAL INC.


                                           By:
                                           Name:
                                           Title:





<PAGE>   109






                                                                  EXHIBIT 4.4(a)


FORM OF OPINION OF COUNSEL
TO THE COMPANY


         The opinion of Kevin L. Bloomfield, Vice President, Secretary and
General Counsel of the Company, shall be to the effect that:

         1.    Each of the Company, each Subsidiary Guarantor, and each
Subsidiary incorporated under the laws of the United States or any state
thereof, including the District of Columbia, is a corporation duly incorporated,
validly existing in good standing under the laws of Delaware, and each has all
requisite corporate power and authority to own and operate its properties, to
carry on its business as now conducted, and, in the case of the Company, to
enter into and perform the Note Purchase Agreement and to issue and sell the
Notes, and, in the case of the Subsidiary Guarantors, to execute, deliver and
perform the Subsidiary Guaranty.

         2.    The Note Purchase Agreement and the Notes have been duly
authorized by proper corporate action on the part of the Company, have been duly
executed and delivered by an authorized officer of the Company, and constitute
the legal, valid and binding agreements of the Company, enforceable in
accordance with their terms, except to the extent that enforcement thereof may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws of general application relating to or affecting the enforcement of
the rights of creditors or by equitable principles, regardless of whether
enforcement is sought in a proceeding in equity or at law.

         3.    The Subsidiary Guaranty has been duly authorized by proper
corporate action on the part of each Subsidiary Guarantor, has been duly
executed and delivered by an authorized officer of such Subsidiary Guarantor,
and constitutes the legal, valid and binding obligation of such Subsidiary
Guarantor, enforceable in accordance with its terms, except to the extent the
enforcement thereof may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or similar laws of general
application relating to or affecting the enforcement of the rights of creditors
or by equitable principles, regardless of whether enforcement is sought in a
proceeding in equity or at law.

         4.    The offering, sale and delivery of the Notes and delivery of the
Subsidiary Guaranty do not require the registration of the Notes or the
Subsidiary Guaranty under the Securities Act of 1933, as amended, or the
qualification of an indenture under the Trust Indenture Act of 1939, as amended.

         5.    Except for filing a copy of the Note Purchase Agreement as an
exhibit to the Company's periodic reports under the Securities Act of 1934, as
amended, no authorization, approval or consent of, and no designation, filing,
declaration, registration and/or qualification with, any Governmental Authority
is necessary or required in connection with the execution, delivery and
performance by the Company of the Note Purchase Agreement or the offering,



<PAGE>   110


issuance and sale by the Company of the Notes, and no authorization, approval or
consent of, and no designation, filing, declaration, registration and/or
qualification with, any Governmental Authority is necessary or required in
connection with the execution, delivery and performance by any Subsidiary
Guarantor of the Subsidiary Guaranty.

         6.    The issuance and sale of the Notes by the Company, the
performance of the terms and conditions of the Notes and the Note Purchase
Agreement and the execution and delivery of the Note Purchase Agreement do not
conflict with, or result in any breach or violation of any of the provisions of,
or constitute a default under, or result in the creation or imposition of any
Lien on, the property of the Company or any Subsidiary pursuant to the
provisions of (i) the Certificate of Incorporation or By-laws of the Company or
any Subsidiary, (ii) any loan agreement known to such counsel to which the
Company or any Subsidiary is a party or by which any of them or their property
is bound, (iii) any other Material agreement or instrument known to such counsel
to which the Company or any Subsidiary is a party or by which any of them or
their property is bound, (iv) any law (including usury laws) or regulation
applicable to the Company, or (v) to the knowledge of such counsel, any order,
writ, injunction or decree of any court or Governmental Authority applicable to
the Company.

         7.    The execution, delivery and performance of the Subsidiary
Guaranty will not conflict with, or result in any breach or violation of any of
the provisions of, or constitute a default under, or result in the creation or
imposition of any Lien on, the property of any Subsidiary Guarantor pursuant to
the provisions of (i) the Certificate of Incorporation or By-laws of such
Subsidiary Guarantor, (ii) any loan agreement known to such counsel to which any
Subsidiary Guarantor is a party or by which it or its property is bound, (iii)
any other Material agreement or instrument known to such counsel to which any
Subsidiary Guarantor is a party or by which it or its property is bound, (iv)
any law or regulation applicable to any Subsidiary Guarantor, or (v) to the
knowledge of such counsel, any order, writ, injunction or decree of any court or
Governmental Authority applicable to any Subsidiary Guarantor.

         8.    All of the issued and outstanding shares of capital stock of each
Subsidiary incorporated in the United States or any state thereof, including the
District of Columbia, have been duly and validly issued, are fully paid and
nonassessable and, except as disclosed in Schedule 5.4 to the Note Purchase
Agreement, are owned directly or indirectly by the Company free and clear of any
perfected pledge or, to the knowledge of such counsel, any other perfected Lien.

         9.    Except as disclosed in Schedule 5.8 to the Note Purchase
Agreement, there are no actions, suits or proceedings pending, or, to such
counsel's knowledge, threatened against, or affecting the Company or any
Subsidiary, at law or in equity or before or by any Governmental Authority,
which are likely to result, individually or in the aggregate, in a Material
Adverse Effect.

         10.   Neither the Company nor any Subsidiary is (i) a "public utility
company" or a "holding company," or an "affiliate" or a "subsidiary company" of
a "holding company," or an "affiliate" of such a "subsidiary company," as such
terms are defined in the Public Utility Holding Company Act of 1935, as amended
(the "1935 Act"), (ii) a "public utility" as defined in

<PAGE>   111



the Federal Power Act, as amended, or (iii) an "investment company" or an
"affiliated person" thereof, as such terms are defined in the Investment Company
Act of 1940, as amended (the "1940 Act").

         11.   The issuance of the Notes and the intended use of the proceeds of
the sale of the Notes do not violate or conflict with Regulation U, T or X of
the Board of Governors of the Federal Reserve System.

The opinion of Mr. Bloomfield shall cover such other matters relating to the
sale of the Notes as the Purchasers may reasonably request. With respect to
matters of fact on which such opinion is based, such counsel shall be entitled
to rely on appropriate certificates of public officials and officers of the
Company and with respect to matters governed by the laws of any jurisdiction
other than the United States of America and the laws of the State of Missouri,
such counsel may rely upon the opinions of counsel deemed (and stated in their
opinion to be deemed) by them to be competent and reliable.



<PAGE>   112


                                                                  EXHIBIT 4.4(b)


FORM OF OPINION OF SPECIAL COUNSEL
TO THE PURCHASERS


         The opinion of Gardner, Carton & Douglas, special counsel to the
Purchasers, shall be to the effect that:

         1.    The Company and each Subsidiary Guarantor are each a corporation
organized and validly existing in good standing under the laws of the State of
Delaware, with all requisite corporate power and authority, in the case of the
Company, to enter into the Agreement and to issue and sell the Notes, and, in
the case of each Subsidiary Guarantor, to execute and deliver the Subsidiary
Guaranty.

         2.    The Agreement and the Notes have been duly authorized by proper
corporate action on the part of the Company, have been duly executed and
delivered by an authorized officer of the Company, and constitute the legal,
valid and binding agreements of the Company, enforceable in accordance with
their terms, except to the extent that enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of
general application relating to or affecting the enforcement of the rights of
creditors or by equitable principles, regardless of whether enforcement is
sought in a proceeding in equity or at law.

         3.    The Subsidiary Guaranty has been duly authorized by proper
corporate action on the part of each Subsidiary Guarantor, has been duly
executed and delivered by an authorized officer of such Subsidiary Guarantor,
and constitutes the legal, valid and binding obligation of such Subsidiary
Guarantor, enforceable in accordance with its terms, except to the extent that
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application relating to or
affecting the enforcement of the rights of creditors or by equitable principles,
regardless of whether enforcement is sought in a proceeding in equity or at law.

         4.    Based upon the representations set forth in the Agreement, the
offering, sale and delivery of the Notes and the issuance and delivery of the
Subsidiary Guaranty do not require the registration of the Notes or the
Subsidiary Guaranty under the Securities Act of 1933, as amended, nor the
qualification of an indenture under the Trust Indenture Act of 1939, as amended.

         5.    The issuance and sale of the Notes and compliance with the terms
and provisions of the Notes and the Agreement will not conflict with or result
in any breach of any of the provisions of the Certificate of Incorporation or
By-Laws of the Company.

<PAGE>   113


         6.    The execution, delivery and performance of the Subsidiary
Guaranty will not violate any provisions of the Certificates of Incorporation or
By-Laws of any Subsidiary Guarantor.

         7.    No approval, consent or withholding of objection on the part of,
or filing, registration or qualification with, any governmental body, Federal or
state, is necessary in connection with the execution and delivery of the Note
Purchase Agreement or the Notes or the execution and delivery of the Subsidiary
Guaranty.

The opinion of Gardner, Carton & Douglas also shall state that the opinion of
Kevin L. Bloomfield, Vice President, Secretary and General Counsel of the
Company, delivered to you pursuant to the Agreement, is satisfactory in form and
scope to Gardner, Carton & Douglas, and, in its opinion, the Purchasers and it
are justified in relying thereon and shall cover such other matters relating to
the sale of the Notes as the Purchasers may reasonably request.