<PAGE>   1

                                                                  CONFORMED COPY
                                                                    Exhibit 4(c)
                                                                    ------------

================================================================================



                               ALLEN TELECOM INC.

                                  $150,000,000
                         Senior Notes Issuable In Series

                                   $9,000,000
                        6.60% Senior Notes, Series 1997-A
                              due November 14, 2003

                                   $47,000,000
                        6.65% Senior Notes, Series 1997-B
                              due November 14, 2007

                                   $9,000,000
                        6.74% Senior Notes, Series 1997-C
                              due November 14, 2007

                                    ---------

                             NOTE PURCHASE AGREEMENT

                                    ---------




                          Dated as of November 1, 1997

================================================================================
                                                  Series 1997-A PPN: 018091 A* 9
                                                  Series 1997-B PPN: 018091 A@ 7
                                                  Series 1997-C PPN: 018091 A# 5




<PAGE>   2


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

Section                                                                                                        Page
-------                                                                                                        ----

<S>                                                                                                          <C>
1.       AUTHORIZATION OF NOTES...................................................................................1
         1.1.     Amount; Establishment of Series.................................................................1
         1.2.     The Series 1997 Notes...........................................................................2

2.       SALE AND PURCHASE OF SERIES 1997 NOTES...................................................................3

3.       CLOSING..................................................................................................3

4.       CONDITIONS TO CLOSING....................................................................................3
         4.1.     Representations and Warranties..................................................................3
         4.2.     Performance; No Default.........................................................................3
         4.3.     Compliance Certificates.........................................................................4
         4.4.     Opinions of Counsel.............................................................................4
         4.5.     Purchase Permitted By Applicable Law, etc.......................................................4
         4.6.     Sale of Other Series 1997 Notes.................................................................4
         4.7.     Payment of Special Counsel Fees.................................................................5
         4.8.     Private Placement Number........................................................................5
         4.9.     Changes in Corporate Structure..................................................................5
         4.10.    Proceedings and Documents.......................................................................5

5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY............................................................5
         5.1.     Organization; Power and Authority...............................................................5
         5.2.     Authorization, etc..............................................................................6
         5.3.     Disclosure......................................................................................6
         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.......................................................................9
         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
</TABLE>


                                       i

<PAGE>   3

<TABLE>

<S>                                                                                                          <C>
         5.18.    Environmental Matters..........................................................................12

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 SERIES 1997 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 Series 1997 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....................................................................22
         9.5.     Corporate Existence, etc.......................................................................22

10.      NEGATIVE COVENANTS......................................................................................22
         10.1.    Consolidated Indebtedness; Indebtedness of Restricted Subsidiaries.............................22
         10.2.    Liens..........................................................................................23
         10.3.    Sale of Assets.................................................................................24
         10.4.    Mergers, Consolidations, etc...................................................................25
         10.5.    Disposition of Stock of Restricted Subsidiaries................................................26
         10.6.    Designation of Unrestricted and Restricted Subsidiaries........................................26
         10.7.    Nature of Business.............................................................................26
         10.8.    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...........................................................30
         13.1.    Registration of Notes..........................................................................30


</TABLE>

                                       ii

<PAGE>   4
<TABLE>
<CAPTION>
<S>                              <C>                                                                         <C>
         13.2.    Transfer and Exchange of Notes.................................................................31
         13.3.    Replacement of Notes...........................................................................31

14.      PAYMENTS ON SERIES 1997 NOTES...........................................................................32
         14.1.    Place of Payment...............................................................................32
         14.2.    Home Office Payment............................................................................32

15.      EXPENSES, ETC...........................................................................................32
         15.1.    Transaction Expenses...........................................................................32
         15.2.    Survival.......................................................................................33

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

17.      AMENDMENT AND WAIVER....................................................................................33
         17.1.    Requirements...................................................................................33
         17.2.    Solicitation of Holders of Series 1997 Notes...................................................34
         17.3.    Binding Effect, etc............................................................................34
         17.4.    Series 1997 Notes held by Company, etc.........................................................34

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

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

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

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

22.      MISCELLANEOUS...........................................................................................37
         22.1.    Successors and Assigns.........................................................................37
         22.2.    Payments Due on Non-Business Days..............................................................37
         22.3.    Severability...................................................................................37
         22.4.    Construction...................................................................................37
         22.5.    Counterparts...................................................................................38
         22.6.    Governing Law..................................................................................38

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>



                                      iii
<PAGE>   5
<TABLE>

<S>                            <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 5.14                    --     Use of Proceeds

SCHEDULE 5.15                    --     Existing Indebtedness

SCHEDULE 10.2                    --     Existing Liens

EXHIBIT 1.1-A                    --     Form of Senior Note

EXHIBIT 1.1-B                    --     Form of Supplement

EXHIBIT 1.2(a)                   --     Form of Series 1997-A Senior Note

EXHIBIT 1.2(b)                   --     Form of Series 1997-B Senior Note

EXHIBIT 1.2(c)                   --     Form of Series 1997-C Senior Note

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

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


                                       iv

<PAGE>   6




                               ALLEN TELECOM INC.
                          25101 Chagrin Boulevard #350
                           Beachwood, Ohio 44122-5619
                                 (216) 765-5800
                               Fax: (216) 765-0410

                                  $150,000,000
                         Senior Notes Issuable In Series

                                   $9,000,000
                       6.60% Senior Notes, Series 1997-A,
                              due November 14, 2003

                                   $47,000,000
                        6.65% Senior Notes, Series 1997-B
                              due November 14, 2007

                                   $9,000,000
                        6.74% Senior Notes, Series 1997-C
                              due November 14, 2007

                                                    Dated as of November 1, 1997

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

Ladies and Gentlemen:

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

1.       AUTHORIZATION OF NOTES.

1.1.     AMOUNT; ESTABLISHMENT OF SERIES.

                  The Company is contemplating the issue and sale of up to
$150,000,000 aggregate principal amount of its Senior Notes issuable in series
(THE "NOTES", such term to include any such Notes issued in substitution
therefor pursuant to Section 13 of this Agreement). The Notes will be
substantially in the form set out in Exhibit 1.1-A, with such changes therefrom,
if any, as may be approved by the purchasers of such Notes, or series thereof,
and the Company. Certain capitalized terms used in this Agreement are defined in
Schedule B; 

<PAGE>   7

references to a "SCHEDULE" or an "EXHIBIT" are, unless otherwise specified, to a
Schedule or an Exhibit attached to this Agreement. The Notes may be issued in
one or more series. Each series of Notes, other than the initial series, will be
issued pursuant to a supplement to this Agreement (a "SUPPLEMENT") in
substantially the form of Exhibit 1.1-B, and will be subject to the following
terms and conditions:

                  (a) the designation of each series of Notes shall distinguish
         the Notes of one series from the Notes of all other series;

                  (b) the Notes of each series shall rank pari passu with each
         other series of the Notes and with the Company's other outstanding
         unsecured Indebtedness that has not been expressly subordinated to any
         other Indebtedness of the Company;

                  (c) each series of Notes shall be dated the date of issue,
         bear interest at such rate or rates, mature on such date or dates, be
         subject to such mandatory prepayments on the dates and with the
         Make-Whole Amounts, if any, as are provided in the Supplement under
         which such Notes are issued, and shall have such additional or
         different conditions precedent to closing and such additional or
         different representations and warranties or other terms and provisions
         as shall be specified in such Supplement;

                  (d) except to the extent provided in foregoing clauses (a)
         through (c), all of the provisions of this Agreement shall apply to the
         Notes of each series; and

                  (e) the issuance of any subsequent series of Notes shall not
         dilute or otherwise affect the relative priority or other rights of the
         holders of the Series 1997 Notes or in any way affect the percentages
         of Series 1997 Notes required to approve an amendment or effectuate a
         waiver under the provisions of Section 17 or the percentages of Series
         1997 Notes required to accelerate the Series 1997 Notes or rescind such
         an acceleration under the provisions of Section 12.1 or 12.3.

The Purchasers of the Series 1997 Notes need not purchase subsequent series of
Notes.

1.2.     THE SERIES 1997 NOTES.

                  The Company has authorized, as the initial series of Notes
hereunder, the issue and sale of $9,000,000 aggregate principal amount of Notes
to be designated as its 6.60% Senior Notes, Series 1997-A, due November 14, 2003
(the "SERIES 1997-A NOTES"), $47,000,000 aggregate principal amount of Notes to
be designated as its 6.65% Senior Notes, Series 1997-B, due November 14, 2007
(the "SERIES 1997-B NOTES"), and $9,000,000 aggregate principal amount of Notes
to be designated as its 6.74% Senior Notes, Series 1997-C, due November 14, 2007
(the "SERIES 1997-C NOTES") (the Series 1997-A Notes, the Series 1997-B Notes
and the Series 1997-C Notes are collectively referred to as the "SERIES 1997
NOTES", such term to include any such Notes issued in substitution therefor
pursuant to Section 13 of this Agreement). The Series 1997 Notes shall be
substantially in the forms set out in Exhibits 1.2(a), (b) and (c),
respectively, with such changes therefrom, if any, as may be approved by you and
the Company.





                                       2
<PAGE>   8


2.       SALE AND PURCHASE OF SERIES 1997 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, Series 1997
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 Series 1997 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 November 10,
1997 or on such other Business Day thereafter on or prior to November 30, 1997
as may be agreed upon by the Company and you and the Other Purchasers. At the
Closing the Company will deliver to you the Series 1997 Notes to be purchased by
you in the form of a single Series 1997 Note (or such greater number of Series
1997 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
1663327 at Harris Bank, 115 South LaSalle Street, Chicago, Illinois, ABA No.
071000288. If at the Closing the Company shall fail to tender such Series 1997
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 Series  1997 
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.

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 


                                       3
<PAGE>   9

or at the Closing and after giving effect to the issue and sale of the Series
1997 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 10.8 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 and 4.9 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 Series 1997 Notes and the Agreement.

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 McDara P. Folan III,
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 Series 1997 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 G, 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.

4.6.     SALE OF OTHER SERIES 1997 NOTES.

                  Contemporaneously with the Closing the Company shall sell to
the Other Purchasers and the Other Purchasers shall purchase the Series 1997
Notes to be purchased by them at the Closing as specified in Schedule A.



                                       4
<PAGE>   10

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 Series 1997 Notes by Gardner, Carton & Douglas.

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.    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.

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 Series 1997 Notes and to perform the provisions
hereof and thereof.



                                       5
<PAGE>   11

5.2.     AUTHORIZATION, ETC.

                  This Agreement and the Series 1997 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 Series
1997 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).

5.3.     DISCLOSURE.

                  The Company, through its agent, BancAmerica Robertson
Stephens, has delivered to you and each Other Purchaser a copy of a Private
Placement Memorandum, dated October 1997 (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, 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 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. 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, 1996, 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) 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.



                                       6
<PAGE>   12

                  (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
         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 position 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 Series 1997 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 


                                       7
<PAGE>   13

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.

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 Series 1997 Notes.

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. The Federal income tax liabilities of the Company and
its Subsidiaries have been determined by the Internal Revenue Service and paid
for all fiscal years up to and including the fiscal year ended December 31,
1995.



                                       8
<PAGE>   14

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,

                  (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 material
         conflict with the rights of others;

                  (b) to the best knowledge of the Company, no product of the
         Company infringes in any material respect any license, permit,
         franchise, authorization, patent, copyright, service mark, trademark,
         trade name or other right owned by any other Person; and

                  (c) to the best knowledge of the Company, there is no Material
         violation 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.



                                       9
<PAGE>   15

                  (b) 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 used to determine the actuarial accrued
         liability on an on-going funding basis 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 by a
         Material amount. 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 have not been paid, or if contingent, that
         individually or in the aggregate are Material.

                  (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 Series 1997 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 Series 1997 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 Series 1997 Notes 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 54 other Institutional Investors, each of which has
been offered the Series 1997 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 Series 1997 Notes to the registration
requirements of Section 5 of the Securities Act.

5.14.    USE OF PROCEEDS; MARGIN REGULATIONS.

                  The Company will apply the proceeds of the sale of the Series
1997 Notes as set forth in Schedule 5.14. No part of the proceeds from the sale
of the Series 1997 Notes hereunder will be used, directly or indirectly, for the
purpose of buying or carrying any margin stock within the meaning of Regulation
G of the Board of Governors of the Federal Reserve System (12 CFR 207), or for
the purpose of buying or carrying or trading in any securities under such



                                       10
<PAGE>   16

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 1.0% 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 1.0% 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 G. For purposes of the
foregoing, margin stock shall not include common stock of the Company held in
its treasury.

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 September 30, 1997, 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 Restricted 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 10.2.

5.16.    FOREIGN ASSETS CONTROL REGULATIONS, ETC.

                  Neither the sale of the Series 1997 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.




                                       11
<PAGE>   17

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,

                  (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, to
         the Company's or such Restricted Subsidiary's knowledge, 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.

6.       REPRESENTATIONS OF THE PURCHASERS.

6.1.     PURCHASE FOR INVESTMENT.

                  You represent that you are purchasing the Series 1997 Notes to
be purchased by you 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 Series 1997 Notes to be purchased by you 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 Series 1997 Notes.



                                       12
<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 Series 1997 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

                                       13
<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
         position 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);



                                       14
<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 position 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 (other than MARTA Technologies, Inc.) 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 available generally by 

                                       15
<PAGE>   21

         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;

                  (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;

                  (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 


                                       16
<PAGE>   22

         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; and

                  (i) SUPPLEMENTS TO AGREEMENT -- in the event an additional
         series of Notes is, or is proposed to be, issued under this Agreement,
         promptly, and in any event within 10 Business Days after execution and
         delivery thereof, a true copy of the Supplement pursuant to which such
         Notes are to be, or were, issued.

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 10.5,
         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) 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



                                       17
<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 SERIES 1997 NOTES.

8.1.     REQUIRED PREPAYMENTS.

                  The Series 1997-A Notes are subject to required prepayment on
November 14, 2001 and on each November 14 thereafter to and including November
14, 2002, on which dates the Company will prepay $3,000,000 principal amount (or
such lesser principal amount as shall then be outstanding) of the Series 1997-A
Notes, at par, without payment of the Make-Whole Amount or any premium. The
Series 1997-B Notes are subject to required prepayment on November 14, 2002 and
on each November 14 thereafter to and including November 14, 2006, on which
dates the Company will prepay $7,833,333 principal amount (or such lesser
principal amount as shall then be outstanding) of the Series 1997-B Notes, at
par, without payment of the Make-Whole Amount or any premium. The Series 1997-C
Notes are not subject to required prepayment.

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 Series 1997 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 Series 1997 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 Series 1997 Notes to be
prepaid on such date, the principal amount of each Series 1997 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 Series
1997 Notes a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment date.



                                       18
<PAGE>   24

8.3.     ALLOCATION OF PARTIAL PREPAYMENTS.

                  In the case of each partial prepayment of the Series 1997
Notes, the principal amount of the Series 1997 Notes to be prepaid shall be
allocated among all of the Series 1997 Notes at the time outstanding in
proportion, as nearly as practicable, to the respective unpaid principal amounts
thereof not theretofore called for prepayment. Each such partial prepayment
pursuant to Section 8.2 shall be applied first to the payment due on such Series
1997 Notes at final maturity and thereafter to any required prepayments on such
Series 1997 Notes, in inverse order of maturity.

8.4.     MATURITY; SURRENDER, ETC.

                  In the case of each prepayment of Series 1997 Notes pursuant
to this Section 8, the principal amount of each Series 1997 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 Series 1997 Note paid or
prepaid in full shall be surrendered to the Company and canceled and shall not
be reissued, and no Series 1997 Note shall be issued in lieu of any prepaid
principal amount of any Series 1997 Note.

8.5.     PURCHASE OF SERIES 1997 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 Series 1997 Notes except upon the payment or prepayment of the
Series 1997 Notes in accordance with the terms of this Agreement and the Series
1997 Notes. The Company will promptly cancel all Series 1997 Notes acquired by
it or any Affiliate pursuant to any payment, prepayment or purchase of Series
1997 Notes pursuant to any provision of this Agreement and no Series 1997 Notes
may be issued in substitution or exchange for any such Series 1997 Notes.

8.6.     MAKE-WHOLE AMOUNT.

                  The term "MAKE-WHOLE AMOUNT" means, with respect to any Series
1997 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 Series
1997 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 Series 1997
         Note, the principal of such Series 1997 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.




                                       19
<PAGE>   25

                  "DISCOUNTED VALUE" means, with respect to the Called Principal
         of any Series 1997 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 Series 1997 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 Series 1997 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 "PX1
         Screen" on the Bloomberg Financial Market Service (or such other
         display as may replace the PX1 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 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 maturity closest to and
         greater than the Remaining Average Life and (2) the actively traded
         U.S. Treasury security with the maturity 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 Series 1997 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 



                                       20
<PAGE>   26

         Settlement Date is not a date on which interest payments are due to be
         made under the terms of the Series 1997 Notes in question, 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 Series 1997 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 Subsidiary to, comply
with all laws, ordinances or governmental rules or regulations to which each of
them is subject, including 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 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.




                                       21
<PAGE>   27

9.4.     PAYMENT OF TAXES AND CLAIMS.

                  The Company will, and will cause each 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 Subsidiary, provided
that neither the Company nor any 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 Subsidiary on a timely basis in good faith and in
appropriate proceedings, and the Company or a Subsidiary has established
adequate reserves therefor in accordance with GAAP on the books of the Company
or such 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 10.4, the Company will at all times
preserve and keep in full force and effect its corporate existence. Subject to
Sections 10.3 and 10.4, 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
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 Series 1997
Notes are outstanding:

10.1.    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 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.



                                       22
<PAGE>   28

10.2.    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 Series
1997 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 10.2;

                  (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;

                  (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 



                                       23
<PAGE>   29

         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 and that the aggregate principal
         amount of Indebtedness secured by each such Lien does not exceed the
         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 to the application of the proceeds
         therefrom, Priority Debt outstanding does not exceed 20% of
         Consolidated Total Capitalization.

Notwithstanding the foregoing, this Section 10.2 shall not apply to the
discontinued operations of the Company related to MARTA Technologies, Inc., as
shown on the Company's balance sheet dated as of June 30, 1997.

10.3.    SALE OF ASSETS.

                  Except as permitted by Section 10.4, 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 more
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 10.3, provided that
the aggregate net book value of all assets so disposed of in any fiscal year
pursuant to this Section 10.3(c) does not exceed 15% 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 consistent with Section 10.7 (and in no event in
assets relating to a discontinued operation at the time of reinvestment) 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 Series 1997
Notes. Any prepayment of Series 1997 Notes pursuant to this Section 10.3 shall
be in accordance with Sections 8.2 and 8.3, without regard to the minimum


                                       24
<PAGE>   30

prepayment requirements of Section 8.2. Furthermore, this Section 10.3 shall not
apply to the discontinued operations of the Company related to MARTA
Technologies, Inc., as shown on the Company's balance sheet dated as of June 30,
1997.

10.4.    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 of 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) or Canada or any province
                  thereof, and, if the Company is not such corporation, such
                  corporation (x) shall have executed and delivered to each
                  holder of any Series 1997 Notes its assumption of the due and
                  punctual performance and observance of each covenant and
                  condition of this Agreement and the Series 1997 Notes and (y)
                  shall have caused to be delivered to each holder of any Series
                  1997 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;

                           (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 10.1;

                           (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 10.3 or, as a result of which, such Person becomes
         an Restricted Subsidiary; PROVIDED in each instance 


                                       25
<PAGE>   31

         set forth in clauses (x) through (z) that, immediately before and after
         giving effect thereto, there shall exist no Default or Event of
         Default;

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 10.4 from its liability under this Agreement or the
Series 1997 Notes.

10.5.    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 10.3. If a Restricted Subsidiary at any
time ceases to be such as a result of a sale or 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.

10.6.    DESIGNATION OF UNRESTRICTED AND RESTRICTED SUBSIDIARIES.

                  The Company may designate any Restricted Subsidiary as an
Unrestricted Subsidiary and any Unrestricted Subsidiary as a Restricted
Subsidiary; provided that, (a) if such Subsidiary initially is a Restricted
Subsidiary, then such Restricted Subsidiary may be subsequently designated as an
Unrestricted Subsidiary and such Unrestricted Subsidiary may be subsequently
designated as a Restricted Subsidiary, but no further changes in designation may
be made, (b) if such Subsidiary initially is an Unrestricted Subsidiary, then
such Unrestricted Subsidiary may be subsequently designated as a Restricted
Subsidiary and such Restricted Subsidiary may be subsequently designated as an
Unrestricted Subsidiary, but no further changes in designation may be made, and
(c) immediately before and after designation of a Restricted Subsidiary as an
Unrestricted Subsidiary there exists no Default or Event of Default.

10.7.    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 of the date of this
Agreement, the Company and its Restricted Subsidiaries manufacture and sell
wireless telecommunications equipment, products and services as described in the
Memorandum.



                                       26
<PAGE>   32

10.8.    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 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 Series 1997 Note when the same
         becomes due and payable, whether at maturity or at a date fixed for
         prepayment or by declaration or otherwise; or

                  (b) the Company defaults in the payment of any interest on any
         Series 1997 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
         10.8; 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 Series
         1997 Note; or

                  (e) any representation or warranty made in writing by or on
         behalf of the Company or by any officer of the Company in this
         Agreement 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 



                                       27
<PAGE>   33

         Indebtedness has become, or has been declared, due and payable before
         its stated maturity or before its regularly scheduled dates of payment;
         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 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, 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 


                                       28
<PAGE>   34

         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.

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
         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 Series
         1997 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 33% in principal amount
         of the Series 1997 Notes at the time outstanding may at any time at its
         or their option, by notice or notices to the Company, declare all the
         Series 1997 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
         Series 1997 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 Series 1997 Notes held by it or them to
         be immediately due and payable.

                  Upon any Series 1997 Notes becoming due and payable under this
Section 12.1, whether automatically or by declaration, such Series 1997 Notes
will forthwith mature and the entire unpaid principal amount of such Series 1997
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 Series 1997 Note has the right to maintain its investment
in the Series 1997 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 Series 1997 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.



                                       29
<PAGE>   35

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,
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 Series 1997 Notes have been declared due
and payable pursuant to clause (b) or (c) of Section 12.1, the holders of not
less than 68% in principal amount of the Series 1997 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 Series
1997 Notes, all principal of and Make-Whole Amount, if any, on any Series 1997
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 Series 1997 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 Series 1997 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 

                                       31
<PAGE>   36

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.

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) of the same series 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
the Note established for such series. 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 of the same series, dated and bearing interest from the date to which
interest shall have been paid on 


                                       31
<PAGE>   37

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.

14.      PAYMENTS ON SERIES 1997 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 Series 1997 Notes
shall be made in Chicago, Illinois at the principal office of Bank of America
National Trust & Savings Association in such jurisdiction. The Company may at
any time, by notice to each holder of a Series 1997 Note, change the place of
payment of the Series 1997 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
Series 1997 Note, and notwithstanding anything contained in Section 14.1 or in
such Series 1997 Note to the contrary, the Company will pay all sums becoming
due on such Series 1997 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 Series 1997 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 Series 1997 Note, you shall surrender such Series 1997 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 Series 1997 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 Series 1997 Note to the
Company in exchange for a new Series 1997 Note or Series 1997 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 Series
1997 Note purchased by you under this Agreement and that has made the same
agreement relating to such Series 1997 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 reasonable costs and expenses (including
reasonable attorneys' fees of a special counsel and, if reasonably required,
local or other counsel) incurred by you and each Other Purchaser or holder of a
Series 1997 Note in connection with such transactions and in connection with any
amendments, waivers or consents under or in respect of this Agreement or 


                                       32
<PAGE>   38

the Series 1997 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 Series 1997 Notes or in
responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement or the Series 1997 Notes, or by
reason of being a holder of any Series 1997 Note, and (b) the reasonable costs
and expenses, including financial advisors' fees, incurred in connection with
the insolvency or bankruptcy of the Company or any Subsidiary or in connection
with any work-out or restructuring of the transactions contemplated hereby and
by the Series 1997 Notes. The Company will pay, and will save you and each other
holder of a Series 1997 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 Series 1997 Note, the enforcement,
amendment or waiver of any provision of this Agreement or the Series 1997 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 Series 1997 Notes may be amended, and
the observance of any term hereof or of the Series 1997 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 Series 1997 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


                                       33
<PAGE>   39

Series 1997 Notes, (ii) change the percentage of the principal amount of the
Series 1997 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 SERIES 1997 NOTES.

                  (a) SOLICITATION. The Company will provide each holder of the
         Series 1997 Notes (irrespective of the amount of Series 1997 Notes then
         owned by it) with sufficient information, sufficiently far in advance
         of the date a decision is required, to enable such 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 Series 1997 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 Series 1997 Notes promptly following the date on which it
         is executed and delivered by, or receives the consent or approval of,
         the requisite holders of Series 1997 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 Series 1997 Notes as consideration for or as an inducement to
         the entering into by any holder of Series 1997 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 Series 1997 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 Series 1997 Notes and is binding
upon them and upon each future holder of any Series 1997 Note and upon the
Company without regard to whether such Series 1997 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 Series 1997 Note nor any delay
in exercising any rights hereunder or under any Series 1997 Note shall operate
as a waiver of any rights of any holder of such Series 1997 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.    SERIES 1997 NOTES HELD BY COMPANY, ETC.

                  Solely for the purpose of determining whether the holders of
the requisite percentage of the aggregate principal amount of Series 1997 Notes
then outstanding approved or consented to any amendment, waiver or consent to be
given under this Agreement or the Series 


                                       34
<PAGE>   40

1997 Notes, or have directed the taking of any action provided herein or in the
Series 1997 Notes to be taken upon the direction of the holders of a specified
percentage of the aggregate principal amount of Series 1997 Notes then
outstanding, Series 1997 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:

                           (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
                  the General Counsel or Treasurer, 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.



                                       35
<PAGE>   41

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 (in writing with
respect to Confidential Information delivered subsequent to the date of Closing)
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,
trustees, officers, 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.



                                       36
<PAGE>   42

21.      SUBSTITUTION OF PURCHASER.

                  You shall have the right to substitute any one of your
affiliates as the purchaser of the Series 1997 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 Series 1997 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 Series 1997 Notes under this Agreement.

22.      MISCELLANEOUS.

22.1.    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 Series 1997 Note) whether so expressed or not.

22.2.    PAYMENTS DUE ON NON-BUSINESS DAYS.

                  Anything in this Agreement or the Series 1997 Notes to the
contrary notwithstanding, any payment of principal of or Make-Whole Amount or
interest on any Series 1997 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.

22.3.    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.

22.4.    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 



                                       37
<PAGE>   43

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.

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

22.6.    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.

                          *    *    *    *    *

                                       38

<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,

                               ALLEN TELECOM INC.

                               By:     /s/  James L. LePorte III
                                  ---------------------------------
                               Name:  James L. LePorte III
                               Title:  Vice President




                                       39
<PAGE>   45

<TABLE>
<S>                                              <C>
The foregoing is agreed 
to as of the date thereof.

THE NORTHWESTERN MUTUAL LIFE 
INSURANCE COMPANY

By:      /s/  A. Kipp Koester
   -------------------------------------------
Name:  A. Kipp Koester
Title:  Vice President

GREAT-WEST LIFE & ANNUITY 
INSURANCE COMPANY

By:      /s/  Wayne T. Hoffmann                      By:     /s/  James G. Lowery
   -------------------------------------------          ------------------------------------------
Name:  Wayne T. Hoffmann                             Name:  James G. Lowery
Title:  Vice President, Investments                  Title:  Assistant Vice President, Investments

AMERICAN FAMILY LIFE 
INSURANCE COMPANY

By:      /s/  Phillip Hannifan
   -------------------------------------------
Name:  Phillip Hannifan
Title:  Investment Director

CONNECTICUT GENERAL LIFE INSURANCE 
COMPANY
By CIGNA Investments, Inc.

By:      /s/  James R. Kuzemchak
   -------------------------------------------
Name:  James R. Kuzemchak
Title:  Managing Director

CONNECTICUT GENERAL LIFE 
INSURANCE COMPANY, on behalf of one 
or more separate accounts 
By CIGNA Investments, Inc.

By:      /s/  James R. Kuzemchak
   -------------------------------------------
Name:  James R. Kuzemchak
Title:  Managing Director

</TABLE>



                                       40
<PAGE>   46

PAN-AMERICAN LIFE INSURANCE COMPANY

By:      /s/  F. Anderson Stone
   -------------------------------------------
Name:  F. Anderson Stone
Title:  Vice President, Corporate Securities

BERKSHIRE LIFE INSURANCE 
COMPANY

By:      /s/  Ellen I. Whittaker
   -------------------------------------------
Name:  Ellen I. Whittaker
Title:  Investment Officer


                                       41
<PAGE>   47

                                                                      SCHEDULE A
                                                                      ----------

                       INFORMATION RELATING TO PURCHASERS

                                              Principal Amount of
                                             Notes to be Purchased
                                  ---------------------------------------------
Name of Purchaser                 Series 1997-A   Series 1997-B   Series 1997-C
-----------------                 -------------   -------------   -------------
THE NORTHWESTERN MUTUAL                            $22,000,000      $9,000,000
LIFE INSURANCE COMPANY

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

                  Bankers Trust Company
                  16 Wall Street
                  Insurance Unit - 4th Floor
                  New York, NY 10005
                  ABA #0210-0103-3

         For the account of:

                  The Northwestern Mutual Life Insurance Company
                  Account No. 00-000-027

         with sufficient information to identify the source of the transfer, the
         amount of interest, principal or premium, the series of Notes and the
         PPN

(2) All notices of payments and written confirmations of such wire transfers:

                  The Northwestern Mutual Life Insurance Company
                  720 East Wisconsin Avenue
                  Milwaukee, WI  53202
                  Attention:  Investment Operations
                  Facsimile:  (414) 299-5714

(3)      All other communications:

                  The Northwestern Mutual Life Insurance Company
                  720 East Wisconsin Avenue
                  Milwaukee, WI  53202
                  Attention:  Securities Department
                  Facsimile:  (414) 299-7124


                                   Schedule A

<PAGE>   48

(4)      Address for delivery of Notes:

                  The Northwestern Mutual Life Insurance Company
                  720 East Wisconsin Avenue
                  Milwaukee, WI  53202
                  Attention:  John E. Dunn

Tax Identification Number:  39-0509570

                                       2

                                   Schedule A

<PAGE>   49
                                                                      SCHEDULE A
                                                                      ----------

                       INFORMATION RELATING TO PURCHASERS

                                             Principal Amount of
                                           Notes to be Purchased
                               -------------------------------------------------
Name of Purchaser              Series 1997-A   Series 1997-B       Series 1997-C
-----------------              -------------   -------------       -------------
GREAT-WEST LIFE & ANNUITY                       $10,000,000
INSURANCE COMPANY

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

                  ABA #091-000-019 NW MPLS/TRUST CLEARING
                  ACCT #08-40-245
                  ATTN:  Acct #12468800

         Special Instructions:

                  (a) security description (PPN #),
                  (b) allocation of payment between principal and interest, and
                  (c) confirmation of principal balance.

(2) All notices of payments and written confirmations of such wire transfers:

                  Norwest Bank Minnesota, N.A.
                  733 Marquette Avenue, Investors Bldg., 5th Floor
                  Minneapolis, Minnesota  55479-0047
                  Telecopier:  (612) 667-4187
                  Attention:  Income Collections

(3)      All other communications:

                  Great-West Life & Annuity Insurance Company
                  8515 East orchard road
                  3rd Floor, Tower 2
                  Englewood, Colorado  80111
                  Attention:  Corporate Finance Investments

                  Telecopier:  (303) 689-6193




                                       3

                                   Schedule A

<PAGE>   50


(4)      Address for delivery of Notes:

                  Norwest Bank Minnesota, N.A.
                  733 Marquette Avenue, 5th Floor
                  Minneapolis, Minnesota  55479-0047
                  Attention:  Security Clearance

Tax Identification Number:  84-0467907


                                       4

                                   Schedule A


<PAGE>   51


                                                                      SCHEDULE A
                                                                      ----------

                       INFORMATION RELATING TO PURCHASERS

                                          Principal Amount of
                                          Notes to be Purchased
                               ------------------------------------------------
Name of Purchaser              Series 1997-A   Series 1997-B      Series 1997-C
-----------------              -------------   -------------      -------------
AMERICAN FAMILY LIFE                            $7,000,000
INSURANCE COMPANY

Nominee Name in which Notes are to be issued: BAND & Co.

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

                  Firstar Bank Milwaukee, N.A.
                  Account of Firstar Trust Company
                  ABA #075000022
                  For Credit to Account #112-950-027
                  Trust Account #000018012500 for Life Portfolio
                  Attn:  Accounting Department

         Each such wire transfer shall set forth the name of the Company, the
         full title (including the coupon rate and final maturity date) of the
         Notes, the due date, and application among principal and interest of
         the payment being made.

(2) All notices of payments and written confirmations of such wire transfers:

                  American Family Life Insurance Company
                  6000 American Parkway
                  Madison, WI  53783-0001
                  Attn:  Investment Division - Private Placements

(3)      All other communications:

                  American Family Life Insurance Company
                  6000 American Parkway
                  Madison, WI  53783-0001
                  Attn:  Investment Division - Private Placements



                                       5

                                   Schedule A

<PAGE>   52



(4)      Address for delivery of Notes:

                  Firstar Bank of Madison
                  1 South Pinckney Street
                  Madison, WI  53703
                  Attn:  Business Custody

Tax Identification Number:  39-6040365




                                       6

                                   Schedule A

<PAGE>   53



                                                                      SCHEDULE A
                                                                      ----------

                       INFORMATION RELATING TO PURCHASERS

                                              Principal Amount of
                                             Notes to be Purchased
                                 ----------------------------------------------
Name of Purchaser                Series 1997-A    Series 1997-B   Series 1997-C
-----------------                -------------    -------------   -------------
CONNECTICUT GENERAL LIFE          $2,500,000
INSURANCE COMPANY                  2,500,000
                                   2,000,000

Nominee Name in which Notes are to be issued: CIG & Co.

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

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

         with the following accompanying information:

                  OBI=[name of company; description of security; interest rate;
                  maturity date; PPN; due date and application (as among
                  principal, premium and interest of the payment being made);
                  contact name and phone]

(2)      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



                                       7

                                   Schedule A

<PAGE>   54

         with a copy to:

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

(3)      All other communications:

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

Tax Identification Number:  13-3574027



                                       8

                                   Schedule A

<PAGE>   55


                                                                      SCHEDULE A
                                                                      ----------

                       INFORMATION RELATING TO PURCHASERS

                                                Principal Amount of
                                               Notes to be Purchased
Name of Purchaser                   Series 1997-A   Series 1997-B  Series 1997-C
-----------------                   -------------   -------------  -------------
CONNECTICUT GENERAL LIFE             $2,000,000
INSURANCE COMPANY, on behalf
of one or more separate accounts

Nominee Name in which Notes are to be issued: CIG & Co.

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

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

         with the following accompanying information:

                  OBI=[name of company; description of security; interest rate;
                  maturity date; PPN; due date and application (as among
                  principal, premium and interest of the payment being made);
                  contact name and phone]

(2)      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



                                       9

                                   Schedule A

<PAGE>   56

                  with a copy to:

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

(3)      All other communications:

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

Tax Identification Number:  13-3574027



                                       10

                                   Schedule A

<PAGE>   57


                                                                      SCHEDULE A
                                                                      ----------

                       INFORMATION RELATING TO PURCHASERS

                                               Principal Amount of
                                              Notes to be Purchased
                                 ----------------------------------------------
Name of Purchaser                Series 1997-A    Series 1997-B   Series 1997-C
-----------------                -------------    -------------   -------------
PAN-AMERICAN LIFE INSURANCE                        $5,000,000
COMPANY

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

                  PAN-AMERICAN LIFE INSURANCE COMPANY 
                  Account #1100-29496 
                  First National Bank of Commerce 
                  ABA #065000029 
                  210 Barone Street New
                  Orleans, LA 70112

    identifying the issue by PPN and description of security, and providing
    complete details, including breakdown of interest and principal.

(2) All notices of payments and written confirmations of such wire transfers:

                  Pan-American Life Insurance Company
                  Attn:  Bond & Stock Accounting - 28th Floor
                  601 Poydras Street
                  New Orleans, LA  70130
                  Fax:  (504) 566-3459

(3)      All other communications:

                  Pan-American Life Insurance Company
                  Attn:  Investment Department - 28th Floor
                  601 Poydras Street
                  New Orleans, LA  70130



                                       11

                                   Schedule A

<PAGE>   58

(4)      Address for delivery of Notes:

                  Pan-American Life Insurance Company
                  Attn:  Marylyn Andree - 28th Floor
                  601 Poydras Street
                  New Orleans, LA  70130

Tax Identification Number:  72-0281240




                                       12

                                   Schedule A

<PAGE>   59


                                                                      SCHEDULE A
                                                                      ----------

                       INFORMATION RELATING TO PURCHASERS

                                             Principal Amount of
                                            Notes to be Purchased
                               ------------------------------------------------
Name of Purchaser              Series 1997-A     Series 1997-B    Series 1997-C
-----------------              -------------     -------------    -------------
BERKSHIRE LIFE INSURANCE                          $3,000,000
COMPANY

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

                  Berkshire Life Insurance Company
                  Account Number 002-4-020877
                  The Chase Manhattan Bank, N.A.
                  ABA #021000021

    with sufficient information (including issuer, PPN, interest rate,
    maturity and whether payment is of principal, premium or interest) to
    identify the source and application of such funds.

(2) All notices of payments and written confirmations of such wire transfers:

                  Berkshire Life Insurance Company
                  Attention:  Securities Department
                  700 South Street
                  Pittsfield, MA  01201
                  Facsimile:  (413) 443-9397
                  Telephone:  (413) 499-4321

(3)      All other communications:

                  Berkshire Life Insurance Company
                  Attention:  Securities Department
                  700 South Street
                  Pittsfield, MA  01201
                  Facsimile:  (413) 443-9397
                  Telephone:  (413) 499-4321

Taxpayer Identification Number:  04-1083480



                                       13

                                   Schedule A

<PAGE>   60



                                                                      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 the amount by which
outstanding Restricted Investments on such date exceed 20% of the sum on such
date of Consolidated Indebtedness and consolidated stockholders equity of the
Company and its Restricted Subsidiaries determined in accordance with GAAP.

                  "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, 20% 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, 20% 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.

                  "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 Allen Telecom Inc., a Delaware corporation.



                                   Schedule B

<PAGE>   61

                  "CONFIDENTIAL INFORMATION" is defined in Section 20.

                  "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 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.

                  "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 National Trust & Savings Association 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.

                  "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.



                                       2

                                   Schedule B

<PAGE>   62

                  "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.

                  "GUARANTY" means, with respect to any Person, any obligation
(except the endorsement in the ordinary course of business of negotiable
instruments for deposit or collection) 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.

In any computation of the indebtedness or other liabilities of the obligor under
any Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

                  "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, 






                                       3

                                   Schedule B

<PAGE>   63

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 polycholorinated 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;

                  (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); and

                  (e) any Guaranty of such Person with respect to liabilities of
         a type described in any of clauses (a) through (d) hereof.

Indebtedness of any Person shall include all obligations of such Person of the
character described in clauses (a) through (e) 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 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.

                  "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
or property, whether by acquisition of 


                                       4

                                   Schedule B

<PAGE>   64

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.

                  "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
Series 1997 Notes, or (c) the validity or enforceability of this Agreement or
the Series 1997 Notes.

                  "MATERIAL RESTRICTED SUBSIDIARY" means, as of the date of
determination, any Restricted Subsidiary the assets or revenues of which account
for more than 5% of Consolidated Total Assets 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 1.1.

                  "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.




                                       5

                                   Schedule B

<PAGE>   65

                  "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 on such date and (b)
Indebtedness of the Company and its Restricted Subsidiaries secured by Liens
permitted by Section 10.2(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 Series 1997 Notes at the time outstanding
(exclusive of Series 1997 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) assets arising from the sale of goods or services in the
         ordinary course of business;

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



                                       6

                                   Schedule B

<PAGE>   66

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

                  (e) Investments in treasury stock;

                  (f) Investments in:

                           (i) obligations, maturing within five years 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;

                           (iii) certificates of deposit or banker's acceptances
                  maturing within one year from the date of acquisition of or
                  issued by Bank of America National Trust & Savings Association
                  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);

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

                           (vii) loans or advances not in excess of .5% of
                  Adjusted Consolidated Net Worth made in the ordinary course of
                  business to officers, directors and employees for incidental
                  expenses;

For purposes of this Agreement, an Investment shall be valued in accordance with
GAAP.

                  "RESTRICTED SUBSIDIARY" means any 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) that the Company has 


                                       7
<PAGE>   67

designated a Restricted Subsidiary by notice in writing (including designation
in Section 5.4) given to the holders of the Notes.

                  "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.

                  "SERIES 1997 NOTES" is defined in Section 1.2.

                  "SERIES 1997-A NOTES" is defined in Section 1.2.

                  "SERIES 1997-B NOTES" is defined in Section 1.2.

                  "SERIES 1997-C NOTES" is defined in Section 1.2.

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

                  "SUPPLEMENT" is defined in Section 1.1.

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

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

                  "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.



                                       8

                                   Schedule B

<PAGE>   68


                                                                    SCHEDULE B-1
                                                                    ------------
<TABLE>
        EXISTING INVESTMENTS
<S>                                <C>        
RF Micro Devices, Inc.             $18,310,580
Nextwave                             6,600,290
Windata                              3,129,493
National Rubber                      4,344,220
Telecom Wireless Solutions, Inc.    Under 100K
C-Com, spol. s.r.o.                 Under 100K
</TABLE>


                                  Schedule B-1

<PAGE>   69


                                                                    SCHEDULE 4.9
                                                                    ------------

                         CHANGES IN CORPORATE STRUCTURE



          None

                                  Schedule 4.9


<PAGE>   70


                                                                    SCHEDULE 5.3
                                                                    ------------

                              DISCLOSURE MATERIALS


          None



                                  Schedule 5.3





<PAGE>   71
                                                              SCHEDULE 5.4(i,ii)
                                                              ------------------

                           SUBSIDIARIES AND OWNERSHIP
                           --------------------------
                               OF SUBSIDIARY STOCK
                               -------------------

The following is a list of the subsidiaries of Allen Telecom Inc. (Delaware,
02-03-69), and indented, subsidiaries of such subsidiaries, including in each
case the state or other jurisdiction in which each subsidiary was incorporated
or organized, and indicating in each case the percentage of voting securities
owned by the immediate parent.
<TABLE>
<CAPTION>
                                                   STATE/COUNTRY OF
NAME OF CORPORATION                                INCORPORATION                          DATE                  %
-------------------                                -------------                          ----                  -

<S>                                               <C>                                  <C>                   <C>
The Allen Group Canada Limited                     Ontario, Canada                      04-19-72               100
The Allen Group Internat'l Sales Corp.             Barbados                             09-15-94               100
The Allen Group International, Inc.                Delaware                             07-19-73               100
     The Allen Group GmbH                          Germany                              09-29-70               100
Allen Telecom Canada, Inc.                         Ontario                              04-14-93               100
Allen Telecom (France) S.A. (2)                    France                               04-09-97               100
     Telia S.A. (3)                                France                               10-19-90                62
FOREM S.r.l.                                       Italy                                11-14-94               100
     FOREM France S.a.r.l. (4)                     France                                   1993                99
     FOREM (UK) Limited                            U.K.                                     1988               100
     Mikom G.m.b.H. (5)                            Germany                              05-07-85                62
              Mikom Vertriebs und                  Austria                              10-18-96                60
              Service GmbH (6)
              Mitras Ltd. (7)                      Hungary                                  1992                60
              C-com, spol. s.r.o.                  Czeckoslovakia                       02-26-96                25
Allen Telecom Group Limited (1)                    U.K.                                 05-08-72               100
Allen Telecom (Holdings) Pty Limited               Australia                            07-18-96               100
     Allen Telecom (Australia) Pty Limited         Australia                            07-23-96               100
Allen Telecom (Hong Kong) Limited (8)              Hong Kong                            04-25-97               100
Allen Telecom Investments, Inc.                    Delaware                             04-01-97               100
Allen Telecom (Singapore) Pte Limited              Singapore                            06-03-97               100
Allen Telecomunicadoes do Brasil Ltda (9)          Brazil                                  11-95               100
Antenna Specialists Co., Inc.                      Delaware                             10-07-88               100
     Antespec, S.A. de C.V.                        Mexico                               11-14-88               100
Comsearch Holdings Inc.                            Delaware                             08-22-97               100
Decibel Mobilcom GmbH (1)                          Germany                              07-28-90               100
Decibel Mobilcom Limited (1)                       England                              01-31-91               100
MARTA Technologies, Inc.                           Delaware                             10-14-92               100
Orion Far East Management Inc. (1)                 Delaware                             07-16-81               100
Orion Industries, Inc., Limited (1)                Hong Kong                            06-01-71               100
     Orion Imports & Exports Limited (1)           Hong Kong                            09-07-73               100
     Orion Industries, Inc. Japan (1)              Japan                                   09-73               100
     Orion Industries Taiwan Limited (1)           Taiwan                                  10-73               100
Signal Science, Incorporated                       California                           09-25-74               100
Tekmar Sistemi S.r.l. (10)                         Italy                                09-20-80              64.3
</TABLE>


                               Schedule 5.4(i,ii)

<PAGE>   72



(1)      These subsidiaries are not significant in the aggregate and are no
         longer active.

(2)      Of the 2,500 shares issued and outstanding, 2,494 shares are owned by
         Allen Telecom Inc., 1 share is owned by Allen Telecom Investments, Inc.
         and the remaining 5 shares are owned in name only by Allen employees.

(3)      Of the 10,000 shares issued and outstanding, 6,196 shares are owned by
         Allen Telecom (France) S.A., 4 shares are owned by Allen employees, and
         Allen Telecom (France) SA. owns options to acquire the remaining 3,800
         shares.

(4)      99% of the outstanding capital stock of this subsidiary is owned by
         FOR.E.M. S.r.l. and the remaining 1% is owned by senior management of
         FOREM France S.a.r.l.

(5)      62% of the outstanding capital stock of this subsidiary is owned by
         FOR.E.M. S.r.l. and the remaining 38% is owned by the managing director
         of Mikom G.m.b.H.

(6)      60% of the outstanding capital stock is owned by Mikom G.m.b.H. and the
         remaining 40% is owned by the partners of Mikom G.m.b.H. in the
         venture.

(7)      60% of the outstanding capital stock of this subsidiary is owned by
         MIKOM G.m.b.H. and the remaining 40% is owned by senior management of
         Mitras Ltd.

(8)      Of the 1,000 shares issued and outstanding, 999 shares are owned by
         Allen Telecom Inc. and 1 share is owned by Allen Telecom Investments,
         Inc.

(9)      99% of the outstanding capital stock of this subsidiary is owned by
         Allen Telecom Inc. and the remaining 1% is owned by Allen Telecom
         Investments, Inc.

(10)     64.3% of the outstanding capital stock of this subsidiary is owned by
         Allen Telecom, Inc. which also owns options to acquire the remaining
         35.7%.



<PAGE>   73
                                                               SCHEDULE 5.4(iii)
                                                               -----------------
                           SUBSIDIARIES AND OWNERSHIP
                               OF SUBSIDIARY STOCK

                         OFFICERS OF ALLEN TELECOM INC.
                         ------------------------------

Philip Wm. Colburn       Chairman of the Board*
J. Chisholm Lyons        Vice Chairman of the Board*
Robert G. Paul           President and Chief Executive Officer
Rober A. Youdelman       Executive Vice President, Chief Financial Officer and
                              Assistant Secretary
Erik H. van der Kaay     Executive Vice President
James L. LePorte, III    Vice President, Treasurer
                              and Controller
McDara P. Folan, III     Vice President, Secretary
                              and General Counsel
Peter G. deVilliers      Vice President
Alan J. Amira            Assistant Secretary
John K. Burk             Assistant Controller
Dale W. Horn             Assistant Secretary
Roger L. Schroeder       Assistant Treasurer and Assistant Secretary

* Not officers or employees of the Company under the By-Laws

                               Schedule 5.4(iii)



<PAGE>   74

                                                               SCHEDULE 5.4(iii)
                                                               -----------------

                           SUBSIDIARIES AND OWNERSHIP
                               OF SUBSIDIARY STOCK

                         DIRECTORS OF ALLEN TELECOM INC.
                         -------------------------------

                               Philip Wm. Colburn

                                 Jill K. Conway

                                Albert H. Gordon

                                 William O. Hunt

                                J. Chisholm Lyons

                                 John F. McNiff

                                 Robert G. Paul

                               Charles W. Robinson

                             William M. Weaver, Jr.

                              Schedule 5.4(iii)

<PAGE>   75

                                                                    SCHEDULE 5.5
                                                                    ------------

                              FINANCIAL STATEMENTS


December 31, 1992             Audited Annual Financial Statements
December 31, 1993             Audited Annual Financial Statements
December 31, 1994             Audited Annual Financial Statements
December 31, 1995             Audited Annual Financial Statements
December 31, 1996             Audited Annual Financial Statements
March 31, 1997                Unaudited Quarterly Financial Statements
June 30, 1997                 Unaudited Quarterly Financial Statements
September 30, 1997            Unaudited Quarterly Financial Statements


                                  Schedule 5.5




<PAGE>   76

                                                                    SCHEDULE 5.8
                                                                    ------------

                                   LITIGATION

               None.

                                 Schedule 5.8
<PAGE>   77

                                                                   SCHEDULE 5.11
                                                                   -------------

                            LICENSES, PERMITS, ETC.


               None.


                                  SCHEDULE 5.11

<PAGE>   78

                                                                   SCHEDULE 5.14
                                                                   -------------

                                USE OF PROCEEDS

1)   Repayment of the Note Agreement in the amount of $15 million plus
     Prepayment Premium between Allen and the Variable Annuity Life Insurance
     Company (AMGEN).

2)   Repayment of borrowings under the Company's domestic revoling credit
     agreement of $30 million.

3)   Payment of the final pay-out relating to the purchase agreement between
     Allen and Forem S.P.A. expected to occur in January 1998 at an amount of
     approximately $16-$20 million.

4)   General Corporate Purposes



                                 Schedule 5.14
<PAGE>   79

                                                                   SCHEDULE 5.15
                                                                   -------------

                              EXISTING INDEBTEDNESS
                                     9/30/97

1.   Variable Rate Industrial Revenue Bond in the amount of $4,000,000 entered
     into with Dresdner Bank AG, Series 1985 of the Michigan Strategic Fund, due
     2025.

2.   Variable Rate Industrial Revenue Bond in the amount of $5,000,000 entered
     into with Dresdner Bank AG, Series 1985 of the County of Cuyahoga, Ohio,
     due 2015.

3.   Variable Rate Industrial Revenue Bond in the amount of $3,000,000 entered
     into with Dresdner Bank AG, Series 1987 of the County of Cuyahoga, Ohio,
     due 2012.

4.   Variable Rate Industrial Revenue Bond in the amount of $3,500,000 entered
     into with Dresdner Bank AG, Series 1996 of the County of Bedford, Virginia,
     due 2016.

5.   Note Agreement dated February 16, 1993, for the $15,000,000 8.13%
     Guaranteed Series B Senior Notes due February 16, 2003 between Allen and
     The Variable Annuity Life Insurance Company.

6.   FOREM S.P.A. long term credit agreement with Industry Ministry of Italy for
     research and development needs. Interest rate fixed at 7.3%. Outstanding
     balance at 7/31/97 was Lira 101 million, due 1998.

7.   FOREM S.P.A. long term credit agreement with Industry Ministry of Italy for
     research and development needs. Interest rate fixed at 4.5%. Outstanding
     balance at 7/31/97 was Lira 1,089 million, due 2000.

8.   FOREM S.P.A. long term credit agreement with Industry Ministry of Italy for
     research and development needs. Interest rate fixed at 11.28%. Outstanding
     balance at 7/31/97 was Lira 471 million, due 2000.

9.   FOREM S.P.A. long term credit agreement with Industry Ministry of Italy for
     research and development needs. Interest rate fixed at 8.46%. Outstanding
     balance at 7/31/97 was Lira 1,145 million, due 2007.

10.  FOREM S.P.A. long term credit agreement with Industry Ministry of Italy for
     research and development needs. Interest rate fixed at 9.27%. Outstanding
     balance at 7/31/97 was Lira 1,122 million, due 2008.

11.  FOREM S.P.A. long term credit with Interbanca secured by a first mortgage
     on building. Variable interest rate currently at 7.45%. Outstanding balance
     at 7/31/97 was Lira 1,550 million, due 2000.


<PAGE>   80

12.  FOREM S.P.A. long term credit agreement with Industry Ministry of Italy for
     research and development needs. Fixed interest rate at 7.75%. Outstanding
     balance at 7/31/97 was Lira 297 million, due 1998.

13.  FOREM S.P.A. long term credit agreement with Industry Ministry of Italy for
     research and development needs. Fixed interest rate at 3.70%. Outstanding
     balance at 7/31/97 was Lira 2,640 million, due 2004.

14.  Forem S.P.A. short term borrowings for working capital and foreign currency
     hedges from various Italian banks. Outstanding balance at 7/31/97 was Lira
     10,475 million.

15.  Mikom GmbH long term credit agreement with Deutsche Bank, fixed interest
     rate at 4.65%. Outstanding balance at 7/31/97 was DM 2,849 million, due
     2002.

16.  Mikom GmbH long term credit agreement with Bayerische Vereinsbank AG, fixed
     interest rate at 9.50%. Outstanding balance at 7/31/97 was DM 307 thousand,
     due 2000.

17.  Mikom GmbH long term credit agreement with Dresdner Bank AG, fixed interest
     rate at 6.80%. Outstanding balance at 7/31/97 was DM 113,286 thousand, due
     1998.

18.  Mikom GmbH long term credit agreement with Deutsche Bank, fixed interest
     rate at 3.50%. Outstanding balance at 7/31/97 was DM 670 thousand, due
     2003.

19.  Allen guaranty in the amount of $16,611,025 in favor of Bayersiche
     Vereinsbank, Milan, Italy branch resulting from the purchase agreement
     between Allen and FOREM S.P.A. This guaranty relates to the remaining
     pay-out to FOREM based on the financial performance of FOREM during fiscal
     year 1997.

20.  MARTA capitalized lease relating to the Ohio program with an aggregate
     principal amount of $14,143,020 at September 30, 1997.

21.  Allen's long-term domestic revolving credit agreement with Bank of Montreal
     as the facility's agent dated November 11, 1996. Outstanding balance at
     9/30/97 was $30,000,000.


<PAGE>   81


                                                                  SCHEDULE 10.2
                                                                  -------------
                                 EXISTING LIENS
                                     9/30/97

Liens securing the following Indebtedness:

1.   Long term note in the amount of Lira 1,550,395,365 secured by a mortgage on
     plant and equipment of FOREM in favor of InterBanca.

2.   Long term note in the amount of DM 669,800 secured by a mortgage on the
     original Mikom building in favor of Deutsche Bank.

3.   Long term note in the amount of DM 2,848,631 secured by a mortgage on the
     new Mikom building in favor of Deutsche Bank.

4.   Second Amended and Restated Reimbursement and Security Agreement, dated as
     of December 18, 1995, between Allen and Dresdner Bank AG, New York Branch,
     relating to County of Cuyahoga, Ohio $3,000,000 Floating Rate Demand
     Industrial Development Revenue Bonds (Series 1987).

5.   Second Amended and Restated Reimbursement and Security Agreement, dated as
     of December 18, 1995, between Allen and Dresdner Bank, New York Branch,
     relating to County of Cuyahoga, Ohio $5,000,000 Floating Rate Demand
     Industrial Development Revenue Bonds (Series 1985).

6.   Reimbursement and Security Agreement, dated as of August 1, 1996, between
     Allen and Dresdner Bank, New York Branch, relating to Industrial
     Development Authority of The County of Bedford, Virginia $3,500,000 Revenue
     Bonds (Series 1996).

7.   Second Amended and Restated Reimbursement and Security Agreement, dated as
     of December 18, 1995, between Allen and Dresdner Bank, New York Branch,
     relating to Michigan Strategic Fund $4,000,000 Industrial Development
     Revenue Bonds (Series 1985).

                                  Schedule 10.2
<PAGE>   82


                                                                   EXHIBIT 1.1-A
                                                                   -------------

                                 [FORM OF NOTE]

                               ALLEN TELECOM INC.

            [____]% SENIOR NOTE, SERIES [___], DUE [__________, ____]

No. [_____]                                                              [Date]
$[_______]                                                  PPN[______________]

                  FOR VALUE RECEIVED, the undersigned, ALLEN TELECOM 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 [ ], [ ], 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 [____]% per annum from the date hereof, payable semiannually, on
[______] [____] and [______][____] in each year, commencing with the [______]
[____] or [______] [____] 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) [_____]% or (ii)
2% over the rate of interest publicly announced by Bank of America National
Trust & Savings Association 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 National Trust &
Savings Association 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 November
1, 1997 [and a Supplement thereto dated as of [ ], [ ]](as from time to time
further amended and supplemented, 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.


                                  Exhibit 1.1-A


<PAGE>   83

                  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 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.

                  [The Company will make required prepayments of principal on
the dates and in the amounts specified in the Note Purchase Agreement.] This
Note is [also] 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 will 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.

                                        ALLEN TELECOM INC.

                                        By:
                                           -------------------------------
                                        Title:
                                              ----------------------------

                                       2

                                  Exhibit 1.1-A

<PAGE>   84


                                                                   EXHIBIT 1.1-B
                                                                   -------------

                              [FORM OF SUPPLEMENT]

                      SUPPLEMENT TO NOTE PURCHASE AGREEMENT

         THIS SUPPLEMENT is entered into as of [ ], [ ] (this "SUPPLEMENT")
between Allen Telecom Inc., a Delaware corporation (the "COMPANY"), and the
Purchasers listed in the attached Schedule A (the "PURCHASERS").

                                 R E C I T A L S
                                 ---------------

         A. The Company has entered into a Note Purchase Agreement dated as of
November 1, 1997 with the purchasers listed in Schedule A thereto [and one or
more supplements or amendments thereto] (as heretofore amended and supplemented,
the "NOTE PURCHASE AGREEMENT"); and

         B. The Company desires to issue and sell, and the Purchasers desire to
purchase, an additional series of Notes (as defined in the Note Purchase
Agreement) pursuant to the Note Purchase Agreement and in accordance with the
terms set forth below;

         NOW, THEREFORE, the Company and the Purchasers agree as follows:

         1. AUTHORIZATION OF THE NEW SERIES OF NOTES. The Company has authorized
the issue and sale of $[ ] aggregate principal amount of Notes to be designated
as its [__]% Senior Notes, Series [ ], due [ ], [ ] (the "SERIES [ ] NOTES",
such term to include any such Notes issued in substitution therefor pursuant to
Section 13 of the Note Purchase Agreement). The Series [ ] Notes shall be
substantially in the form set out in Exhibit 1, with such changes therefrom, if
any, as may be approved by you and the Company.

         2. SALE AND PURCHASE OF SERIES [ ] NOTES. Subject to the terms and
conditions of this Supplement and the Note Purchase Agreement, the Company will
issue and sell to each of the Purchasers, and the Purchasers will purchase from
the Company, at the Closing provided for in Section 3, Series [ ] Notes in the
principal amount specified opposite their respective names in Schedule A at the
purchase price of 100% of the principal amount thereof. The obligations of the
Purchasers hereunder are several and not joint obligations and no Purchaser
shall have any liability to any Person for the performance or non-performance by
any other Purchaser hereunder.



                                  Exhibit 1.1-B


<PAGE>   85

         3. CLOSING. The sale and purchase of the Series [ ] Notes to be
purchased by the 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 [ ], [ ] or on
such other Business Day thereafter on or prior to [ ], [ ] as may be agreed upon
by the Company and the Purchasers. At the Closing the Company will deliver to
each Purchaser the Series [ ] Notes to be purchased by it in the form of a
single Note (or such greater number of Series [ ] Notes in denominations of at
least $500,000 as such Purchaser may request) dated the date of the Closing and
registered in its name (or in the name of its nominee), against delivery by such
Purchaser 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 [__________] at
[_________________] Bank, [INSERT BANK ADDRESS, ABA NUMBER FOR WIRE TRANSFERS,
AND ANY OTHER RELEVANT WIRE TRANSFER INFORMATION]. If at the Closing the Company
shall fail to tender such Series [ ] Notes to a Purchaser as provided above in
this Section 3, or any of the conditions specified in Section 4 of the Note
Purchase Agreement, as modified or expanded by Section 4 hereof, shall not have
been fulfilled to such Purchaser's satisfaction, such Purchaser shall, at its
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights it may have by reason of such failure or such
nonfulfillment.

         4. CONDITIONS TO CLOSING. Each Purchasers obligation to purchase and
pay for the Series [ ] Notes to be sold to it at the Closing is subject to the
fulfillment to its satisfaction, prior to or at the Closing, of the conditions
set forth in Section 4 of the Note Purchase Agreement, as hereafter modified,
and to the following additional conditions:

            [Set forth any modifications and additional conditions.]

         5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Purchasers that each of the representations and
warranties contained in Section 5 of the Note Purchase Agreement is true and
correct as of the date hereof (i) except that all references to "Purchaser" and
"you" therein shall be deemed to refer to the Purchasers hereunder, all
references to "this Agreement" shall be deemed to refer to the Note Purchase
Agreement as supplemented by this Supplement, and all references to "Notes"
therein shall be deemed to include the Series [ ] Notes, and (ii) except for
changes to such representations and warranties or the Schedules referred to
therein, which changes are set forth in the attached Schedule 5.

         6. REPRESENTATIONS OF THE PURCHASERS. Each Purchaser confirms to the
Company that the representations set forth in Section 6 of the Note Purchase
Agreement are true and correct as to such Purchaser.


                                       2

                                  Exhibit 1.1-B

<PAGE>   86

         7. MANDATORY PREPAYMENT OF THE SERIES [ ] NOTES. [The Series [ ] Notes
are not subject to mandatory prepayment by the Company.] [On [ ], [ ] and on
each [ ] thereafter to and including [ ], [ ] the Company will prepay $[ ]
principal amount (or such lesser principal amount as shall then be outstanding)
of the Series [ ] Notes at par and without payment of the Make-Whole Amount or
any premium.]

         8. APPLICABILITY OF NOTE PURCHASE AGREEMENT. Except as otherwise
expressly provided herein (and expressly permitted by the Note Purchase
Agreement), all of the provisions of the Note Purchase Agreement are
incorporated by reference herein and shall apply to the Series [ ] Notes as if
expressly set forth in this Supplement.

         IN WITNESS WHEREOF, the Company and the Purchasers have caused this
Supplement to be executed and delivered as of the date set forth above.

                                                     ALLEN TELECOM INC.

                                                     By:
                                                        ---------------------
                                                     Title:
                                                           ------------------
[ADD PURCHASER SIGNATURE BLOCKS]


                                       3

                                  Exhibit 1.1-B

<PAGE>   87

                                                                      Schedule A
                                                                   to Supplement
                                                                   -------------

                       INFORMATION RELATING TO PURCHASERS

                                                    Principal Amount of Series
Name and Address of Purchaser                       [   ] Notes to be Purchased
-----------------------------                       ---------------------------

[NAME OF PURCHASER]                                               $

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

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

  (2) All notices of payments and 
          written confirmations of such 
          wire transfers:

  (3) All other communications:


                                       4

                                  Exhibit 1.1-B

<PAGE>   88

                                                                      Schedule 5
                                                                   to Supplement
                                                                   -------------

                          EXCEPTIONS TO REPRESENTATIONS
                                 AND WARRANTIES


                                       5

                                  Exhibit 1.1-B

<PAGE>   89

                                                                    Exhibit 1 to
                                                                      Supplement
                                                                      ----------

                            [FORM OF SERIES [ ] NOTE]


                                       6

                                  Exhibit 1.1-B

<PAGE>   90

                                                                  EXHIBIT 1.2(a)
                                                                  --------------

                          [FORM OF SERIES 1997-A NOTE]

                               ALLEN TELECOM INC.

                               6.60% Senior Note,
                              Due November 14, 2003

No. [_____]                                                              [Date]
$[_______]                                                  PPN[______________]

                  FOR VALUE RECEIVED, the undersigned, ALLEN TELECOM 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 November 14, 2003, 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 6.60% per annum from the date hereof, payable
semiannually, on May 14 and November 14 in each year, commencing with the May 14
or November 14 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) 8.60% or (ii) 2%
over the rate of interest publicly announced by Bank of America National Trust &
Savings Association 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 National Trust &
Savings Association 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 Notes (herein called the
"Notes") issued pursuant to a Note Purchase Agreement, dated as of November 1,
1997 as from time to time amended and supplemented, 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.





                                 Exhibit 1.2(a)


<PAGE>   91

                  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 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.

                  The Company will make required prepayments of principal on the
dates and in the amounts specified in the Note Purchase Agreement. This Note is
also 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 Agreement 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 will 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.

                                              ALLEN TELECOM INC.

                                              By:
                                                 ---------------------------
                                              Title:
                                                    ------------------------



                                       2

                                Exhibit 1.2(a)

<PAGE>   92



                                                                  EXHIBIT 1.2(b)
                                                                  --------------

                          [FORM OF SERIES 1997-B NOTE]

                               ALLEN TELECOM INC.

                               6.65% Senior Note,
                              Due November 14, 2007

No. [_____]                                                              [Date]
$[_______]                                                  PPN[______________]

                  FOR VALUE RECEIVED, the undersigned, ALLEN TELECOM 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 November 14, 2007, 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 6.65% per annum from the date hereof, payable
semiannually, on May 14 and November 14 in each year, commencing with the May 14
or November 14 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) 8.65% or (ii) 2%
over the rate of interest publicly announced by Bank of America National Trust &
Savings Association 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 National Trust &
Savings Association 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 Notes (herein called the
"Notes") issued pursuant to a Note Purchase Agreement, dated as of November 1,
1997 as from time to time amended and supplemented, 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.




                                 Exhibit 1.2(b)
<PAGE>   93

                  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 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.

                  The Company will make required prepayments of principal on the
dates and in the amounts specified in the Note Purchase Agreement. This Note is
also 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 Agreement 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 will 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.

                                            ALLEN TELECOM INC.

                                            By:
                                               ----------------------------
                                            Title:
                                                  -------------------------

                                       2

                                 Exhibit 1.2(b)


<PAGE>   94


                                                                  EXHIBIT 1.2(c)
                                                                  --------------

                          [FORM OF SERIES 1997-C NOTE]

                               ALLEN TELECOM INC.

                               6.74% Senior Note,
                              Due November 14, 2007

No. [_____]                                                              [Date]
$[_______]                                                  PPN[______________]

                  FOR VALUE RECEIVED, the undersigned, ALLEN TELECOM 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 November 14, 2007, 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 6.74% per annum from the date hereof, payable
semiannually, on May 14 and November 14 in each year, commencing with the May 14
or November 14 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) 8.74% or (ii) 2%
over the rate of interest publicly announced by Bank of America National Trust &
Savings Association 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 National Trust &
Savings Association 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 Notes (herein called the
"Notes") issued pursuant to a Note Purchase Agreement, dated as of November 1,
1997 as from time to time amended and supplemented, 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.




                                 Exhibit 1.2(c)
<PAGE>   95

                  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 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 Agreement 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 will 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.

                                              ALLEN TELECOM INC.

                                              By:
                                                 ------------------------------
                                              Title:
                                                    ---------------------------

                                       2


                                 Exhibit 1.2(c)

<PAGE>   96


                                                                  EXHIBIT 4.4(a)
                                                                  --------------

                           FORM OF OPINION OF COUNSEL
                                 TO THE COMPANY

         The opinion of McDara P. Folan III, Vice President, General Counsel, of
the Company, shall be to the effect that:

         1. Each of the Company 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 the state of its incorporation, 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 Series 1997 Notes.

         2. Each of the Company and each Subsidiary is duly qualified or
licensed and in good standing as a foreign corporation authorized to do business
in each jurisdiction where the nature of its or their businesses or the
character of its or their properties makes such qualification or licensing
necessary, except where such failure to be so qualified or licensed would not
have a Material Adverse Effect.

         3. The Note Purchase Agreement and the Series 1997 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, constitute the
legal, valid and binding agreements of the Company, and, assuming Illinois law
is identical to Ohio law, are 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.

         4. The offering, sale and delivery of the Series 1997 Notes do not
require the registration of the Series 1997 Notes under the Securities Act of
1933, as amended, or the qualification of an indenture under the Trust Indenture
Act of 1939, as amended.

         5. 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,
issuance and sale by the Company of the Series 1997 Notes.

         6. The issuance and sale of the Series 1997 Notes by the Company, the
performance of the terms and conditions of the Series 1997 Notes and the Note
Purchase Agreement and the 


                                 Exhibit 4.4(a)


<PAGE>   97

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
Restated Certificate of Incorporation, as amended, or Restated By-laws of the
Company, as amended, or the charter or by-laws of any Subsidiary, each as
amended, (ii) any loan agreement or evidence of Indebtedness 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 or may be affected, (iii) any other 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 or may be affected,
(iv) any law (including usury laws) or regulation applicable to the Company, or
(v) any order, writ, injunction or decree known to such counsel of any court or
Governmental Authority applicable to the Company or any Subsidiary.

         7. 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 are owned of record by the Company free and clear of any
perfected pledge or, to the knowledge of such counsel, any other perfected Lien.

         8. 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, that
are likely to result, individually or in the aggregate, in a Material Adverse
Effect.

         9. 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 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").

         10. The issuance of the Series 1997 Notes and the intended use of the
proceeds of the sale of the Series 1997 Notes do not violate or conflict with
Regulation G, T or X of the Board of Governors of the Federal Reserve System.

The opinion of Mr. Folan shall cover such other matters relating to the sale of
the Series 1997 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, the Delaware General Corporation Law
and the laws of the State of Ohio, such counsel may rely upon the opinions of
counsel deemed (and stated in their opinion to be deemed) by him to be competent
and reliable.


                                       2


                                 Exhibit 4.4(a)


<PAGE>   98


                                                                 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 is a corporation organized and validly existing in good
standing under the laws of the State of Delaware, with all requisite corporate
power and authority to enter into the Agreement and to issue and sell the Series
1997 Notes.

         2. The Agreement and the Series 1997 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. Based upon the representations set forth in the Agreement, the
offering, sale and delivery of the Series 1997 Notes do not require the
registration of the Series 1997 Notes under the Securities Act of 1933, as
amended, nor the qualification of an indenture under the Trust Indenture Act of
1939, as amended.

         4. The issuance and sale of the Series 1997 Notes and compliance with
the terms and provisions of the Series 1997 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.

         5. 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 Series 1997 Notes.

The opinion of Gardner, Carton & Douglas also shall state that the opinion of
McDara Folan, Vice President, 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 Series
1997 Notes as the Purchasers may reasonably request.


                                Exhibit 4.4(b)