<PAGE>
                                                                    Exhibit 4(I)


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


                               ALLEN TELECOM INC.
                                 as the Borrower


                            THE LENDERS NAMED HEREIN
                                 as the Lenders


                               BANK ONE, MICHIGAN
                           as the Documentation Agent

                                       and

                          KEYBANK NATIONAL ASSOCIATION
                           as the Administrative Agent


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

                                 AMENDMENT NO. 7
                                   dated as of
                                December 31, 2001
                                       to
                              the CREDIT AGREEMENT
                                   dated as of
                                December 31, 1998
                              ---------------------

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

<PAGE>
                       AMENDMENT NO. 7 TO CREDIT AGREEMENT

         THIS AMENDMENT NO. 7 TO CREDIT AGREEMENT, is dated as of December 31,
2001 (this "Amendment"), among the following:

         (i) ALLEN TELECOM INC., a Delaware corporation (herein, together with
its successors and assigns, the "Borrower");

         (ii) the Lenders party to the Credit Agreement, as hereinafter defined;

         (iii) BANK ONE, MICHIGAN (successor in interest to NBD Bank) as a
Lender and as Documentation Agent (the "Documentation Agent"); and

         (iv) KEYBANK NATIONAL ASSOCIATION, a national banking association, as a
Lender and as the Administrative Agent and the Collateral Agent under the Credit
Agreement (the "Administrative Agent"):

         PRELIMINARY STATEMENTS:

         (1) The Borrower, the Lenders, the Documentation Agent and the
Administrative Agent are parties to the Credit Agreement, dated as of December
31, 1998 (as amended and as the same may from time to time be further amended,
restated or otherwise modified, the "Credit Agreement"; the capitalized terms
defined therein are used herein as so defined).

         (2) The parties hereto desire to modify certain terms and provisions of
the Credit Agreement, all as more fully set forth below.

         NOW, THEREFORE, the parties hereby agree as follows:

         Section 1. AMENDMENTS.

         1.1. AMENDED DEFINITIONS. Section 1.1 of the Credit Agreement is hereby
amended to delete the definitions of "Applicable Facility Fee Rate", "Applicable
Margin", "Guaranty", "Material Subsidiary", "Pricing Grid Table" "Security
Documents" and "Total General Revolving Commitments" therefrom and to insert in
place thereof, respectively, the following:

                  "Applicable Facility Fee Rate" shall mean:

                  (a) for any date prior to December 31, 2001, as determined in
         accordance with Section 4.1(a)(ii) of this Agreement as in effect prior
         to December 31, 2001;

                  (b) from December 31, 2001 through April 30, 2002, 50 basis
         points; and

                  (c) commencing with the fiscal quarter of the Borrower ended
         March 31, 2002, and continuing with each fiscal quarter thereafter, the
         number of basis points determined by the Administrative Agent in
         accordance with the Pricing Grid Table, based


<PAGE>

         upon the Leverage Ratio. Changes in the Applicable Facility Fee Rate
         shall become effective on the first day of the month following the
         receipt by the Administrative Agent, pursuant to Section 8.1(a) or (b)
         of the financial statements of the Borrower; provided, however, that,
         notwithstanding the foregoing, unless otherwise agreed by the Required
         Lenders, during any period when (i) the Borrower shall have failed to
         timely deliver its financial statements referred to in Section 8.1(a)
         or (b), (ii) a Default under Section 10.1(a) shall have occurred and be
         continuing, or (iii) an Event of Default shall have occurred and be
         continuing, the Applicable Facility Fee Rate shall be the highest
         number of basis points indicated therefor in the Pricing Grid Table,
         regardless of the Leverage Ratio at such time. Any changes in the
         Applicable Facility Fee Rate shall be determined by the Administrative
         Agent in accordance with the above provisions and the Administrative
         Agent shall promptly provide notice of such determinations to the
         Borrower and the Lenders, which determinations by the Administrative
         Agent shall be conclusive and binding absent manifest error.

                  "Applicable Margin" shall mean:

                  (a) for any date prior to December 31, 2001, as determined in
         accordance with Section 2.8(h) of this Agreement as in effect prior to
         December 31, 2001;

                  (b) from December 31, 2001 through April 30, 2002, (i) 300
         basis points for General Revolving Loans that are Eurocurrency Loans,
         and (ii) 100 basis points for General Revolving Loans that are Prime
         Rate Loans (provided, however, that, if the Leverage Ratio on December
         31, 2001 shall be greater than 4.00 to 1.00, then the interest rate for
         the time period set forth in this subpart (b) shall be increased in
         accordance with the levels set forth in the Pricing Grid Table); and

                  (c) commencing with the fiscal quarter of the Borrower ended
         March 31, 2002, and continuing with each fiscal quarter thereafter, the
         number of basis points determined by the Administrative Agent in
         accordance with the Pricing Grid Table, based upon the Leverage Ratio.
         Changes in the Applicable Margin shall become effective on the first
         day of the month following the receipt by the Administrative Agent,
         pursuant to Section 8.1(a) or (b) of the financial statements of the
         Borrower; provided, however, that, notwithstanding the foregoing,
         unless otherwise agreed by the Required Lenders, during any period when
         (i) the Borrower shall have failed to timely deliver its financial
         statements referred to in Section 8.1(a) or (b), (ii) a Default under
         Section 10.1(a) shall have occurred and be continuing, or (iii) an
         Event of Default shall have occurred and be continuing, the Applicable
         Margin for Loans shall be the highest number of basis points indicated
         therefor in the Pricing Grid Table, regardless of the Leverage Ratio at
         such time. Any changes in the Applicable Margin shall be determined by
         the Administrative Agent in accordance with the above provisions and
         the Administrative Agent shall promptly provide notice of such
         determinations to the Borrower and the Lenders, which determinations by
         the Administrative Agent shall be conclusive and binding absent
         manifest error.



                                       2
<PAGE>

                  "Guaranty" shall have the meaning provided in Section 8.10 and
         shall include each such agreement as it may from time to time be
         amended, restated or otherwise modified.

                  "Material Subsidiary" shall mean, (a) for purposes of Sections
         8.10 and 8.11, a Subsidiary of Borrower where the total assets of such
         Subsidiary are greater than Fifty Thousand Dollars ($50,000), and (b)
         for all other purposes under this Agreement, at any time, with
         reference to any person, any Subsidiary of such person (i) that has
         assets at such time comprising 5% or more of the consolidated assets of
         such person and its Subsidiaries, or (ii) whose operations in the
         current fiscal year are expected to, or whose operations in the most
         recent fiscal year did (or would have if such person had been a
         Subsidiary for such entire fiscal year), represent 5% or more of the
         consolidated earnings before interest, taxes, depreciation and
         amortization of such person and its Subsidiaries for such fiscal year.

                  "Pricing Grid Table" shall mean the following pricing grid
         table:

<TABLE>
<CAPTION>

                                                PRICING GRID TABLE
                                            (Expressed in Basis Points)
         -------------------------------- ------------------------- ------------------------- ----------------------
                                             Applicable Margin       Applicable Margin for     Applicable Facility
                                           for Eurocurrency Loans       Prime Rate Loans            Fee Rate
                 Leverage Ratio
         -------------------------------- ------------------------- ------------------------- ----------------------
<S>                                                <C>                       <C>                      <C>
         Greater than 4.50 to 1.00                 350.00                    150.00                   50.00
         -------------------------------- ------------------------- ------------------------- ----------------------
         Greater than 4.00 to 1.00 but             325.00                    125.00                   50.00
         less than or equal to 4.50 to
         1.00
         -------------------------------- ------------------------- ------------------------- ----------------------
         Greater than 3.50 to 1.00 but             300.00                    100.00                   50.00
         less than or equal to 4.00 to
         1.00
         -------------------------------- ------------------------- ------------------------- ----------------------
         Greater than 3.00 to 1.00 but             275.00                    50.00                    50.00
         less than or equal to 3.50 to
         1.00
         -------------------------------- ------------------------- ------------------------- ----------------------
         Greater than 2.50 to 1.00 but             225.00                     0.00                    37.50
         less than or equal to 3.00 to
         1.00
         -------------------------------- ------------------------- ------------------------- ----------------------
         Less than or equal to 2.50 to             200.00                     0.00                    37.50
         1.00
         -------------------------------- ------------------------- ------------------------- ----------------------
</TABLE>

                  "Security Documents" shall mean each Pledge Agreement, each
         Security Agreement, each Intellectual Property Collateral Assignment
         Agreement, each Mortgage and each other document pursuant to which any
         Lien or security interest is granted by any Credit Party to the
         Collateral Agent as security for any of the Obligations.

                  "Total General Revolving Commitments" shall mean (a) until the
         Revised Covenant Date, the Total Commitment Amount, and (b) on and
         after the Revised




                                       3
<PAGE>

         Covenant Date, the Revised Total Commitment Amount; provided, however,
         that the Total General Revolving Commitment shall be no greater than
         the sum of the General Revolving Commitments of the Lenders.

         1.2. NEW DEFINITIONS. Section 1.1 of the Credit Agreement is hereby
amended to add the following new definitions thereto:

                  "Approving Lender" shall mean a Lender that shall have (a)
         provided confirmation to the Administrative Agent by 5:00 P.M.
         (Cleveland, Ohio time) on January 29, 2002, that it has approved the
         materials distributed to the Lenders on January 21, 2002, and (b)
         executed and delivered this Amendment to the Administrative Agent by
         5:00 P.M. (Cleveland, Ohio time) on January 31, 2002.

                  "Guarantor of Payment" shall mean a Subsidiary of the Borrower
         that shall have executed a Guaranty pursuant to Section 8.10(c).

                  "Intellectual Property Collateral Assignment Agreement" shall
         mean each Intellectual Property Collateral Assignment Agreement
         executed and delivered to Bank by the Borrower or a Guarantor of
         Payment, as applicable, on or after the Closing Date, as the same may
         from time to time be amended, restated or otherwise modified.

                  "Revised Covenant Date" shall mean the date that is three days
         after the Securities Offering Date.

                  "Revised Total Commitment Amount" shall mean (a) the Total
         Commitment Amount, less (b) the lesser of (i) sixty percent (60%) of
         the Securities Offering Net Proceeds, or (ii) Thirty Million Dollars
         ($30,000,000).

                  "Securities Offering" shall mean the issuance by the Borrower
         of convertible preferred stock (or any other equity instruments).

                  "Securities Offering Date" shall mean the date on which the
         Securities Offering shall have occurred and the purchase price paid to
         the Borrower.

                  "Securities Offering Net Proceeds" shall mean the proceeds of
         the Securities Offering less underwriting fees, counsel fees and
         out-of-pocket fees and expenses incurred in connection with the
         issuance.

                  "Total Commitment Amount" shall mean One Hundred Five Million
         Dollars ($105,000,000).

         1.3. AMENDMENT TO ADD A NEW SUBPART (G) (SUPPLEMENTAL AMENDMENT FEE) TO
SECTION 4.1 OF THE CREDIT AGREEMENT. Section 4.1 of the Credit Agreement is
hereby amended to add a new subpart (g) as follows:




                                       4
<PAGE>


                  (g) Supplemental Amendment Fee. If the Securities Offering
         Date shall not have occurred prior to June 30, 2002, then the Borrower
         shall pay, on June 30, 2002, to the Administrative Agent, for the pro
         rata benefit of the Approving Lenders a supplemental amendment fee in
         an amount equal to (i) twelve and one-half (12-1/2) basis points times
         (ii) the aggregate amount of the General Revolving Commitments in
         effect on December 31, 2001, of the Approving Lenders.

         1.4. AMENDMENT TO ADD A NEW SECTION 4.5 TO THE CREDIT AGREEMENT. The
Credit Agreement is hereby amended to add a new Section 4.5 as follows:

                  4.5. Reduction in Commitments Due to Securities Offering.
         Prior to 3:00 P.M. (Cleveland, Ohio time) on the Securities Offering
         Date, the Borrower shall provide written notice to the Administrative
         Agent of the occurrence of the Securities Offering and the amount
         thereof. As soon thereafter as practicable, the Administrative Agent
         shall provide to each Lender a Commitment Revision Notice in the form
         of Exhibit G-1. By 12:00 noon (Cleveland, Ohio time) two days prior to
         the Revised Covenant Date, each Lender shall complete the Lender
         Response to Commitment Revision Notice in the Form of Exhibit G-2 and
         deliver such notice to the Administrative Agent. Unless otherwise
         agreed in the Lender Response to Commitment Revision Notice, the
         reduction from the Total Commitment Amount to the Revised Total
         Commitment Amount shall cause a reduction in the General Revolving
         Commitment of each Lender to be on a pro rata basis (the "Pro Rata
         Reduction"). If a Lender responds, in the Lender Response to Commitment
         Revision Notice, that such Lender would prefer to maintain its General
         Revolving Commitment at an amount greater than the amount of its
         General Revolving Commitment that would result from the Pro Rata
         Reduction (an "Increasing Lender"), then the Administrative Agent shall
         give notice of a further reduction in General Revolving Commitment to
         each Lender (a "Reducing Lender") that has requested (on the Lender
         Response to Commitment Revision Notice) a further reduction in its
         General Revolving Commitment (on a proportionate basis for each
         Reducing Lender (based on the amount of its General Revolving
         Commitment)). If there shall be at least one Increasing Lender and one
         Reducing Lender, then the Administrative Agent shall calculate the
         General Revolving Commitments (taking into effect the Pro Rata
         Reductions and the reallocations of the General Revolving Commitments
         among the Increasing Lenders and the Reducing Lenders). Prior to 5:00
         P.M. (Cleveland, Ohio time) on the day prior to the Revised Covenant
         Date, the Administrative Agent shall distribute to all Lenders a
         Supplement to Annex 1 in the form of the attached Annex I - Supplement.
         To the extent determined necessary by the Administrative Agent, the
         Borrower shall execute and deliver replacement General Revolving Notes,
         to be held by the Administrative Agent for delivery to the Lenders upon
         receipt of such Lenders' existing General Revolving Notes. Upon receipt
         the Administrative Agent shall deliver to the Borrower the General
         Revolving Notes that have been replaced. If a Lender fails to complete
         the Lender Response to Commitment Revision Notice, then the General
         Revolving Commitment of such Lender shall only be decreased by the Pro
         Rata Reduction.




                                       5
<PAGE>

         1.5. AMENDMENT TO ADD A NEW SUBPART (H) (MANDATORY PREPAYMENT FROM
SECURITIES OFFERING) TO SECTION 5.2 OF THE CREDIT AGREEMENT. Section 5.2 of the
Credit Agreement is hereby amended to add a new subpart (h) as follows:

                  (h) Mandatory Prepayment from Securities Offering. No later
         than one day after the Securities Offering Date, the Borrower shall pay
         to the Agent, for the pro rata benefit of the Lenders, the lesser of
         (i) sixty percent (60%) of the Securities Offering Net Proceeds, or
         (ii) Thirty Million Dollars ($30,000,000), provided that the Borrower
         shall not be liable to the Lenders for breakage fees payable pursuant
         to Section 2.11(ii) if such mandatory prepayment is made fewer than ten
         days prior to the last day of the Interest Period applicable thereto.

         1.6. AMENDMENT TO CERTAIN FINANCIAL COVENANTS. Sections 9.6, 9.8, 9.9
and 9.10 of the Credit Agreement are hereby amended such that, for any date
prior to December 31, 2001, the Borrower shall be required to comply with such
sections as in effect prior to the Amendment Effective Date (as defined below),
and, on December 31, 2001 and thereafter, such sections shall be amended in
their entirety to read, respectively, as follows:

                  9.6. Dividends, etc. On and after December 31, 2001, the
         Borrower will not (a) directly or indirectly declare, order, pay or
         make any dividend (other than dividends payable solely in capital stock
         of the Borrower and, so long as no Default under Section 10.1(a) or
         Event of Default shall have occurred and be continuing, cash dividends
         to holders of preferred stock issued in connection with the Securities
         Offering) or other distribution on or in respect of any capital stock
         of any class of the Borrower, whether by reduction of capital or
         otherwise (collectively "Dividends"); or (b) directly or indirectly
         make, or permit any of its Subsidiaries to directly or indirectly make,
         any purchase, redemption, retirement or other acquisition of any
         capital stock of any class of the Borrower (other than for a
         consideration consisting solely of capital stock of the same class of
         the Borrower) or of any warrants, rights or options to acquire or any
         securities convertible into or exchangeable for any capital stock of
         the Borrower (collectively, "Stock Repurchases"), provided that (i) the
         Borrower may make Stock Repurchases if, immediately prior to and
         immediately after giving effect to any such Stock Repurchase as
         described in this subpart (b), (A) no Default under Section 10.1(a) or
         Event of Default shall have occurred and be continuing, (B) the
         Borrower shall be in compliance with Section 9.7, (C) the Leverage
         Ratio shall be less than 3.00 to 1.00, and (D) the Interest Coverage
         Ratio shall be greater than 2.00 to 1.00; and (ii) if no Default under
         Section 10.1(a) or Event of Default shall have occurred and be
         continuing, the Borrower may acquire capital stock from officers,
         employees and members of its board of directors in connection with its
         employee benefits plans up to an aggregate amount of $3,000,000 during
         each fiscal year of the Borrower.

                  9.8. Leverage Ratio. The Borrower shall not permit at any time
         the Leverage Ratio to exceed the maximum permitted for any Testing
         Period (depending upon whether or not the Revised Covenant Date shall
         have occurred) pursuant to the table set forth below for the time
         period set forth below:




                                       6
<PAGE>

<TABLE>
<CAPTION>

         --------------------------------------------------- --------------------------- ------------------------------
                                                              Maximum Amount Permitted    Maximum Amount Permitted on
                                                                prior to the Revised         and after the Revised
                            Time Period                            Covenant Date                 Covenant Date
         --------------------------------------------------- --------------------------- ------------------------------
<S>                                                              <C>                          <C>
         December 31, 2001 through March 30, 2002                   4.10 to 1.00                 4.10 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         March 31, 2002 through June 29, 2002                       5.00 to 1.00                 3.60 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         June 30, 2002 through September 29, 2002                   5.30 to 1.00                 3.90 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         September 30, 2002 through December 30, 2002               4.70 to 1.00                 3.50 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         December 31, 2002 through March 30, 2003                   3.90 to 1.00                 3.00 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         March 31, 2003 through June 29, 2003                       3.70 to 1.00                 3.00 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         June 30, 2003 through September 29, 2003                   3.40 to 1.00                 3.00 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         September 30, 2003 through December 30, 2003               3.20 to 1.00                 3.00 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         December 31, 2003 and thereafter                           3.00 to 1.00                 3.00 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
</TABLE>

                  9.9. Minimum Consolidated EBITDA. The Borrower shall not
         permit at any time Consolidated EBITDA for its Testing Period most
         recently ended to be less than the minimum amount required (depending
         upon whether or not the Revised Covenant Date shall have occurred)
         pursuant to the table set forth below for the time period set forth
         below:

<TABLE>
<CAPTION>

         --------------------------------------------------- --------------------------- ------------------------------
                                                              Minimum Amount Required     Minimum Amount Required on
                                                                prior to the Revised         and after the Revised
                            Time Period                            Covenant Date                 Covenant Date
         --------------------------------------------------- --------------------------- ------------------------------
<S>                                                                 <C>                           <C>
         December 31, 2001 through March 30, 2002                   $38,300,000                   $38,300,000
         --------------------------------------------------- --------------------------- ------------------------------
         March 31, 2002 through June 29, 2002                       $31,600,000                   $31,600,000
         --------------------------------------------------- --------------------------- ------------------------------
         June 30, 2002 through September 29, 2002                   $30,000,000                   $29,200,000
         --------------------------------------------------- --------------------------- ------------------------------
         September 30, 2002 through December 30, 2002               $34,200,000                   $33,100,000
         --------------------------------------------------- --------------------------- ------------------------------
         December 31, 2002 through March 30, 2003                   $41,500,000                   $38,400,000
         --------------------------------------------------- --------------------------- ------------------------------
         March 31, 2003 through June 29, 2003                       $43,000,000                   $41,000,000
         --------------------------------------------------- --------------------------- ------------------------------
         June 30, 2003 through September 29, 2003                   $47,500,000                   $45,000,000
         --------------------------------------------------- --------------------------- ------------------------------
         September 30, 2003 through December 30, 2003               $52,500,000                   $52,500,000
         --------------------------------------------------- --------------------------- ------------------------------
         December 31, 2003 and thereafter                           $55,000,000                   $55,000,000
         --------------------------------------------------- --------------------------- ------------------------------
</TABLE>

                  9.10. Fixed Charge Coverage Ratio. The Borrower shall not
         permit at any time the Fixed Charge Coverage Ratio to be less than the
         minimum required for any Testing




                                       7
<PAGE>

         Period (depending upon whether or not the Revised Covenant Date shall
         have occurred) pursuant to the table set forth below for the time
         period set forth below:

<TABLE>
<CAPTION>

         --------------------------------------------------- --------------------------- ------------------------------
                                                             Minimum Required prior to      Minimum Required on and
                                                             the Revised Covenant Date    after the Revised Covenant
                            Time Period                                                              Date
         --------------------------------------------------- --------------------------- ------------------------------
<S>                                                                 <C>                          <C>
         December 31, 2001 through March 30, 2002                   1.25 to 1.00                 1.25 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         March 31, 2002 through June 29, 2002                       1.07 to 1.00                 1.07 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         June 30, 2002 through September 29, 2002                   1.00 to 1.00                 1.00 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         September 30, 2002 through December 30, 2002               1.00 to 1.00                 1.00 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         December 31, 2002 through March 30, 2003                   1.03 to 1.00                 1.00 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         March 31, 2003 through June 29, 2003                       1.15 to 1.00                 1.05 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         June 30, 2003 through September 29, 2003                   1.20 to 1.00                 1.05 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         September 30, 2003 through December 30, 2003               1.25 to 1.00                 1.10 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
         December 31, 2003 and thereafter                           1.30 to 1.00                 1.15 to 1.00
         --------------------------------------------------- --------------------------- ------------------------------
</TABLE>

         1.7. The Credit Agreement is hereby amended to add new Exhibits G-1 and
G-2 in the form of the attached Exhibits G-1 and G-2, respectively.

         Section 2. REPRESENTATIONS AND WARRANTIES.

         The Borrower represents and warrants as follows:

         2.1. Authorization and Validity of Amendment. This Amendment has been
duly authorized by all necessary corporate action on the part of the Borrower,
has been duly executed and delivered by a duly authorized officer of the
Borrower, and constitutes the valid and binding agreement of the Borrower,
enforceable against the Borrower in accordance with its terms.

         2.2. REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Credit Parties contained in the Credit Agreement and in the other Credit
Documents are true and correct in all material respects on and as of the
Amendment Effective Date, as though made on and as of the Amendment Effective
Date, except to the extent that such representations and warranties expressly
relate to an earlier specified date, in which case such representations and
warranties are hereby reaffirmed as true and correct in all material respects as
of the date when made.

         2.3. NO EVENT OF DEFAULT. No Default or Event of Default exists or
hereafter will begin to exist.

         2.4. COMPLIANCE. The Borrower is in full compliance with all covenants
and agreements contained in the Credit Agreement, as amended hereby, and the
other Credit Documents to which it is a party.




                                       8
<PAGE>

         2.5. NO CLAIMS. The Borrower is not aware of any claim or offset
against, or defense or counterclaim to, any of its obligations or liabilities
under the Credit Agreement or any other Credit Document.

         Section 3. RATIFICATIONS.

         Except as expressly modified and superseded by this Amendment, the
terms and provisions of the Credit Agreement are ratified and confirmed and
shall continue in full force and effect.

         Section 4. BINDING EFFECT.

         This Amendment shall become effective on the date set forth in the
opening paragraph of this Amendment (the "Amendment Effective Date"), subject to
the satisfaction of the following conditions:

                  (a) the Borrower, the Administrative Agent and the Required
         Lenders shall have executed this Amendment;

                  (b) the Borrower shall have paid to the Administrative Agent,
         for the pro rata benefit of the Approving Lenders, an amendment fee in
         an amount equal to (i) twelve and one-half (12-1/2) basis points times
         (ii) the aggregate amount of the General Revolving Commitments in
         effect on December 31, 2001, of the Approving Lenders;

                  (c) the Borrower shall have paid to the Administrative Agent
         the agent fees set forth in correspondence dated as of January 21, 2002
         from the Administrative Agent to the Borrower;

                  (d) the Borrower shall have paid all reasonable legal fees and
         expenses of the Administrative Agent in connection with this Amendment
         and the documents executed in connection therewith; and

                  (e) the Borrower shall have provided such other items and
         shall have satisfied such other conditions as may be reasonably
         required by the Administrative Agent and the Lenders.

         Section 5.        POST-CLOSING DELIVERIES.

                  (a) On or before February 7, 2002 or such later date as shall
         have been agreed to in writing by the Administrative Agent:

                           (i) the Borrower shall have caused each Material
                  Subsidiary (as defined in subpart (a) of the Material
                  Subsidiary definition and as listed on Schedule 1 hereto) of
                  the Borrower that is not a Foreign Subsidiary to execute and
                  deliver to the Administrative Agent a Guaranty, in form and
                  substance satisfactory to the Administrative Agent;




                                       9
<PAGE>

                           (ii) the Borrower shall have caused each Material
                  Subsidiary of the Borrower that is not a Foreign Subsidiary to
                  execute and deliver to the Collateral Agent, for the benefit
                  of the Secured Creditors, a Security Agreement, in form and
                  substance satisfactory to the Administrative Agent;

                           (iii) the Borrower shall have executed and delivered
                  to the Collateral Agent, for the benefit of the Secured
                  Creditors, an Intellectual Property Collateral Assignment
                  Agreement, in form and substance satisfactory to the
                  Administrative Agent; and

                           (iv) the Borrower and each Guarantor of Payment shall
                  have provided to the Administrative Agent and the Lenders an
                  officer's certificate certifying the names of the officers of
                  the Borrower and each Guarantor of Payment authorized to sign
                  this Amendment and the Guaranties of Payment and Security
                  Documents to which the Borrower or such Guarantor of Payment
                  is a party, together with the true signatures of such officers
                  and certified copies of the resolutions of the board of
                  directors of the Borrower or such Guarantor of Payment,
                  evidencing approval of the execution and delivery of this
                  Amendment and the Security Documents to which the Borrower and
                  such Guarantor of Payment is a party.

                  (b) On or before April 30, 2002 or such later date as shall
         have been agreed to in writing by the Administrative Agent, the
         Borrower shall cause the following items to be delivered to the
         Collateral Agent, for the benefit of the Secured Creditors:

                           (i) documentation evidencing the pledge by the
                  Borrower (or each Domestic Subsidiary having an interest) of
                  up to sixty-five percent of the outstanding stock of the
                  Foreign Subsidiaries listed on Schedule 2 hereto;

                           (ii) opinions of counsel with respect to the validity
                  and enforceability of the pledges described in subpart (a)
                  hereof, with such opinions to be in form and substance
                  satisfactory to the Administrative Agent;

                           (iii) a mortgage on the real estate owned by the
                  Borrower located in Livonia, Michigan;

                           (iv) an opinion of Michigan counsel with respect to
                  the validity and enforceability of the Mortgage described in
                  subpart (c) hereof, with such opinion to be in form and
                  substance satisfactory to the Administrative Agent; and

                           (v) if required by the Administrative Agent, an
                  amendment to the Security Agreement executed and delivered to
                  the Collateral Agent as of December 31, 1998, amending the
                  definitions set forth therein so as to accommodate the
                  revisions to Article 9 of the UCC, the intent of the parties
                  being to grant to the Collateral Agent a security interest in
                  all personal property of the Borrower, so long as there shall
                  be no pledge of securities of any Foreign



                                       10
<PAGE>

                  Subsidiary in excess of sixty-five percent (65%) of the
                  outstanding stock of such Foreign Subsidiary.

         Section 6. MISCELLANEOUS.

         6.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made in this Amendment shall survive the execution and delivery
of this Amendment, and no investigation by the Administrative Agent or any
Lender or any subsequent Loan or other Credit Event shall affect the
representations and warranties or the right of the Administrative Agent or any
Lender to rely upon them.

         6.2. REFERENCE TO CREDIT AGREEMENT. The Credit Agreement and any and
all other agreements, instruments or documentation now or hereafter executed and
delivered pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference therein to the Credit Agreement shall mean
a reference to the Credit Agreement as amended hereby.

         6.3. SEVERABILITY. Any term or provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the term or provision so held to be invalid or unenforceable.

         6.4. APPLICABLE LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of Ohio without regard to conflicts of
laws provisions.

         6.5. HEADINGS. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

         6.6. ENTIRE AGREEMENT. This Amendment is specifically limited to the
matters expressly set forth herein. This Amendment and all other instruments,
agreements and documentation executed and delivered in connection with this
Amendment embody the final, entire agreement among the parties hereto with
respect to the subject matter hereof and supersede any and all prior
commitments, agreements, representations and understandings, whether written or
oral, relating to the matters covered by this Amendment, and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto. There are no oral agreements
among the parties hereto relating to the subject matter hereof or any other
subject matter relating to the Credit Agreement. Except as set forth herein, the
Credit Agreement shall remain in full force and effect and be unaffected hereby.

         6.7. WAIVER OF CLAIMS. The Borrower, by signing below, hereby waives
and releases the Administrative Agent and each of the Lenders and their
respective directors, officers, employees, attorneys, affiliates and
subsidiaries from any and all claims, offsets, defenses and counterclaims of
which the Borrower is aware, such waiver and release being with full knowledge
and understanding of the circumstances and effect thereof and after having
consulted legal counsel with respect thereto.




                                       11
<PAGE>

         6.8. COUNTERPARTS. This Amendment may be executed by the parties hereto
separately in one or more counterparts and by facsimile signature, each of which
when so executed shall be deemed to be an original, but all of which when taken
together shall constitute one and the same agreement.

                  [Remainder of page intentionally left blank.]



                                       12
<PAGE>

                  6.9. JURY TRIAL WAIVER. EACH OF THE PARTIES TO THIS AMENDMENT
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO
HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

                  IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered as of the date first above written.

<TABLE>
<S>                                             <C>
  ALLEN TELECOM INC.                            KEYBANK NATIONAL ASSOCIATION,
                                                        individually as the Swing Line Lender,
  By:_______________________________                    a  Lender, a Letter of Credit Issuer,
  Name:_____________________________                    and as the Syndication Agent and
  Title:______________________________                  the Administrative Agent

                                                By:__________________________________
                                                       Lawrence A. Mack, Senior Vice
                                                       President

  BANK ONE, MICHIGAN                            FIRSTAR BANK, NATIONAL ASSOCIATION (formerly Star
     (formerly  NBD Bank),                      Bank, National Association)
         individually as a Lender and
         as Documentation Agent                 By:_______________________________
                                                Name:_____________________________
  By:_______________________________            Title:______________________________
  Name:_____________________________
  Title:______________________________

  FIFTH THIRD BANK (formerly Fifth Third Bank,  LaSALLE  BANK NATIONAL ASSOCIATION (formerly LaSalle
  Northeastern Ohio)                            National Bank)

  By:_______________________________            By:_______________________________
  Name:_____________________________            Name:_____________________________
  Title:______________________________          Title:______________________________
</TABLE>




                                       13
<PAGE>

  DRESDNER BANK AG,
  New York and Grand Cayman Branches

  By:_______________________________
  Name:_____________________________
  Title:______________________________

   and:_______________________________
  Name:_____________________________
  Title:______________________________




                                       14
<PAGE>

<TABLE>
<CAPTION>

                                               ANNEX I - SUPPLEMENT

---------------------------------------------------------------------------------------------------------------------------------
                                                                                 % OF TOTAL
                                                               GENERAL              GENERAL                           % OF TOTAL
                                                              REVOLVING            REVOLVING            GENERAL         GENERAL
                                                             COMMITMENTS          COMMITMENT           REVOLVING       REVOLVING
                                                               PRIOR TO            PRIOR TO           COMMITMENTS      COMMITMENT
                                                               REVISED             REVISED            ON REVISED       ON REVISED
                                                               COVENANT            COVENANT            COVENANT         COVENANT
            BANKING INSTITUTIONS                                 DATE                DATE                DATE             DATE

---------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                      <C>             <C>              <C>
KeyBank National Association                                  $30,000,000             28.57
---------------------------------------------------------------------------------------------------------------------------------
Bank One, Michigan                                             25,000,000             23.81
---------------------------------------------------------------------------------------------------------------------------------
Firstar Bank, National Association                             15,000,000             14.29
---------------------------------------------------------------------------------------------------------------------------------
Fifth Third Bank, Northeastern Ohio                            10,000,000              9.52
---------------------------------------------------------------------------------------------------------------------------------
LaSalle Bank National Association                              10,000,000              9.52
---------------------------------------------------------------------------------------------------------------------------------
Dresdner Bank, AG                                              15,000,000             14.29
---------------------------------------------------------------------------------------------------------------------------------
                               Total Commitment Amount      $105,000,000
---------------------------------------------------------------------------------------------------------------------------------
                       Revised Total Commitment Amount
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       15
<PAGE>

                                   EXHIBIT G-1

                           COMMITMENT REVISION NOTICE

                                                                          [Date]

KeyBank National Association,
         as Administrative Agent for the Lenders party
         to the Credit Agreement referred to below
127 Public Square
Cleveland, Ohio  44114
         Attention:  Large Corporate Group
                     ---------------------

                  Re:      Allen Telecom Inc. Securities Offering
                           --------------------------------------

Ladies and Gentlemen:

         The undersigned, Allen Telecom Inc. (the "Borrower"), refers to the
Credit Agreement, dated as of December 31, 1998 (as amended from time to time,
the "Credit Agreement", the terms defined therein being used herein as therein
defined), among the Borrower, the financial institutions from time to time party
thereto (the "Lenders"), and KeyBank National Association, as Administrative
Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to
Section 4.5 of the Credit Agreement, that the Securities Offering has occurred,
as of the date set forth above, the "Securities Offering Date". The General
Revolving Commitments shall be reduced as of the Revised Covenant Date (three
days after the Securities Offering Date) by the lesser of (a) sixty percent
(60%) of the Securities Offering Net Proceeds or (b) Thirty Million Dollars
($30,000,000). Sixty percent (60%) of the Securities Offering Net Proceeds are
$[______________].

                                                Very truly yours,

                                                ALLEN TELECOM INC.


                                                By:  __________________________
                                                      Title:



                                       16
<PAGE>


                                   EXHIBIT G-2

                  LENDER RESPONSE TO COMMITMENT REVISION NOTICE

                                                                          [Date]

KeyBank National Association,
         as Administrative Agent for the Lenders party
         to the Credit Agreement
127 Public Square
Cleveland, Ohio  44114
         Attention:  Large Corporate Group
                     --------------------

                  Re:      Allen Telecom Inc. Securities Offering
                           --------------------------------------

Ladies and Gentlemen:

         Pursuant to Section 4.5 of the Credit Agreement, dated as of December
31, 1998 (as amended from time to time; the capitalized terms being used herein
as therein defined), among Allen Telecom Inc., the financial institutions from
time to time party thereto (the "Lenders"), and KeyBank National Association, as
Administrative Agent, the undersigned Lender hereby requests:

         _____             an increase in its General Revolving Commitment as of
                           the Revised Covenant Date up to $_____ [not to exceed
                           its General Revolving Commitment on the Securities
                           Offering Date]

         _____             a decrease in its General Revolving Commitment as of
                           the Revised Covenant Date

                                             Very truly yours,

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


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




                                       17
<PAGE>

                                   SCHEDULE 1

The Allen Group International, Inc.
Allen Telecom Investments, Inc.
Antenna Specialists Co., Inc.
Comsearch Holdings, Inc.
ATI International, Inc.



                                       18
<PAGE>

                                   SCHEDULE 2

Herkules Vierte Verwaltungs GmbH (Germany)*
Mikom Vertriebs und sevice GmbH (Austria)*
Allen Telecom France S.A.*
Allen Telecom Civil Law Partnership Gbr (Germany)*
Allen Telecomuncaoes do Brasil Ltda (Brazil)*
Antespect SA de CV (Mexico)*
Allen Telecom (Mauritius), Holdings, Ltd*
Mikom Italia Srl*


                  *The Administrative Agent is working with foreign counsel to
determine the cost of obtaining 65% stock pledges of the above listed companies.
In the event that the Administrative Agent determines, in its sole discretion,
that the cost of obtaining and perfecting any of the foregoing pledges is
impractical or cost prohibitive, then the Administrative Agent may forego such
interest.




                                       19