BELDEN INC. $200,000,000 Senior Notes Issuable In Series $75,000,000 6.92% Senior Notes, Series 1997-A, due August 11, 2009 NOTE PURCHASE AGREEMENT ________

XXXXXX INC.

$200,000,000
Senior Notes Issuable In Series

$75,000,000
6.92% Senior Notes, Series 1997-A,
due August 11, 2009

________

NOTE PURCHASE AGREEMENT
________

Dated as of August 1, 1997

PPN: 077459 A* 6

TABLE OF CONTENTS

Section Page

1. AUTHORIZATION OF NOTES. . . . . . . . . . . . . . . . . . . . . . 1
1.1. Amount; Establishment of Series. . . . . . . . . . . . . . 1
1.2. The Series 1997-A Notes. . . . . . . . . . . . . . . . . . 2

2. SALE AND PURCHASE OF SERIES 1997-A NOTES. . . . . . . . . . . . . 2

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

4. CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . . . 3
4.1. Representations and Warranties . . . . . . . . . . . . . . 3
4.2. Performance; No Default . . . . . . . . . . . . . . . . . 3
4.3. Compliance Certificates . . . . . . . . . . . . . . . . . 3
4.4. Opinions of Counsel . . . . . . . . . . . . . . . . . . . 4
4.5. Purchase Permitted By Applicable Law, etc . . . . . . . . 4
4.6. Sale of Other Notes . . . . . . . . . . . . . . . . . . . 4
4.7. Payment of Special Counsel Fees . . . . . . . . . . . . . 4
4.8. Private Placement Number . . . . . . . . . . . . . . . . . 5
4.9. Changes in Corporate Structure . . . . . . . . . . . . . . 5
4.10. Xxxxxx Wire Guaranty. . . . . . . . . . . . . . . . . . . 5
4.11. 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 . . . . . . . . . . . . . . . . . 7
5.5. Financial Statements . . . . . . . . . . . . . . . . . . . 7
5.6. Compliance with Laws, Other Instruments, etc . . . . . . . 8
5.7. Governmental Authorizations, etc. . . . . . . . . . . . . 8
5.8. Litigation; Observance of Agreements, Statutes and Orders. 8
5.9. Taxes . . . . . . . . . . . . . . . . . . . . . . . . 9
5.10. Title to Property; Leases . . . . . . . . . . . . . . . . 9
5.11. Licenses, Permits, etc . . . . . . . . . . . . . . . . . . 9
5.12. Compliance with ERISA . . . . . . . . . . . . . . . . . . 10
5.13. Private Offering by the Company . . . . . . . . . . . . . 11
5.14. Use of Proceeds; Margin Regulations . . . . . . . . . . . 11
5.15. Existing Indebtedness; Future Liens . . . . . . . . . . . 11
5.16. Foreign Assets Control Regulations, etc . . . . . . . . . 12
5.17. Status under Certain Statutes . . . . . . . . . . . . . . 12
5.18. Environmental Matters . . . . . . . . . . . . . . . . . . 12
5.19. Solvency of Xxxxxx Wire. . . . . . . . . . . . . . . . . . 13

6. REPRESENTATIONS OF THE PURCHASERS. . . . . . . . . . . . . . . . . 13
6.1. Purchase for Investment . . . . . . . . . . . . . . . . . 13
6.2. Source of Funds . . . . . . . . . . . . . . . . . . . . . 13

7. INFORMATION AS TO COMPANY . . . . . . . . . . . . . . . . . . . . 15
7.1. Financial and Business Information . . . . . . . . . . . . 15

7.2. Officer's Certificate . . . . . . . . . . . . . . . . . . 18
7.3. Inspection . . . . . . . . . . . . . . . . . . . . . . . . 18

8. PREPAYMENT OF THE NOTES. . . . . . . . . . . . . . . . . . . . . . 19
8.1. Required Prepayments . . . . . . . . . . . . . . . . . . . 19
8.2. Optional Prepayments with Make-Whole Amount . . . . . . . 19
8.3. Allocation of Partial Prepayments . . . . . . . . . . . . 19
8.4. Maturity; Surrender, etc . . . . . . . . . . . . . . . . . 19
8.5. Purchase of Notes . . . . . . . . . . . . . . . . . . . . 20
8.6. Make-Whole Amount . . . . . . . . . . . . . . . . . . . . 20

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

10. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . 23
10.1. Consolidated Indebtedness; Indebtedness of Restricted
Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . 23
10.2. Liens. . . . . . . . . . . . . . . . . . . . . . . . . . 23
10.3. Sale of Assets. . . . . . . . . . . . . . . . . . . . . . 25
10.4. Mergers, Consolidations, etc. . . . . . . . . . . . . . . 25
10.5. Disposition of Stock of Restricted Subsidiaries. . . . . . 26
10.6. Designation of Unrestricted Subsidiaries. . . . . . . . . 27
10.7. Nature of Business. . . . . . . . . . . . . . . . . . . . 27
10.8. Transactions with Affiliates . . . . . . . . . . . . . . . 27

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

12. REMEDIES ON DEFAULT, ETC . . . . . . . . . . . . . . . . . . . . . 30
12.1. Acceleration . . . . . . . . . . . . . . . . . . . . . . . 30
12.2. Other Remedies . . . . . . . . . . . . . . . . . . . . . . 30
12.3. Rescission . . . . . . . . . . . . . . . . . . . . . . . . 31
12.4. No Waivers or Election of Remedies, Expenses, etc . . . . 31

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES . . . . . . . . . . 31
13.1. Registration of Notes . . . . . . . . . . . . . . . . . . 31
13.2. Transfer and Exchange of Notes . . . . . . . . . . . . . . 31
13.3. Replacement of Notes . . . . . . . . . . . . . . . . . . . 32

14. PAYMENTS ON NOTES. . . . . . . . . . . . . . . . . . . . . . . . . 32
14.1. Place of Payment . . . . . . . . . . . . . . . . . . . . . 32
14.2. Home Office Payment . . . . . . . . . . . . . . . . . . . 33

15. EXPENSES, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . 33
15.1. Transaction Expenses . . . . . . . . . . . . . . . . . . . 33
15.2. Survival . . . . . . . . . . . . . . . . . . . . . . . . . 34

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT . . . 34

17. AMENDMENT AND WAIVER . . . . . . . . . . . . . . . . . . . . . . . 34
17.1. Requirements . . . . . . . . . . . . . . . . . . . . . . . 34
17.2. Solicitation of Holders of Notes . . . . . . . . . . . . . 34

17.3. Binding Effect, etc . . . . . . . . . . . . . . . . . . . 35
17.4. Notes held by Company, etc . . . . . . . . . . . . . . . . 35

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

19. REPRODUCTION OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . 36

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 . . . . . . . . . . . . 38
22.3. Severability . . . . . . . . . . . . . . . . . . . . . . . 38
22.4. Construction . . . . . . . . . . . . . . . . . . . . . . . 38
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

SCHEDULE 5.4 -- Subsidiaries of the Company and Ownership
of Subsidiary Stock

SCHEDULE 5.5 -- Financial Statements

SCHEDULE 5.8 -- Certain Litigation

SCHEDULE 5.11 -- Licenses, Permits, etc.

SCHEDULE 5.12(b) -- Benefit Liabilities

SCHEDULE 5.14 -- Use of Proceeds

SCHEDULE 5.15 -- Existing Indebtedness

SCHEDULE 10.2 -- Existing Liens

EXHIBIT 1.1-A -- Form of Senior Note

EXHIBIT 1.1-B -- Form of Xxxxxx Wire Guaranty

EXHIBIT 1.1-C -- Form of Supplement

EXHIBIT 1.2 -- Form of Series 1997-A Senior Note

iii

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

XXXXXX INC.
0000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xx. Xxxxx, XX 00000
(000) 000-0000
Fax: (000) 000-0000

$200,000,000
Senior Notes Issuable In Series

$75,000,000
6.92% Senior Notes, Series 1997-A,
due August 11, 2009

Dated as of August 1, 1997

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

Ladies and Gentlemen:

XXXXXX 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
$200,000,000 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
shall 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; 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 will be guaranteed by Xxxxxx Wire & Cable Company, a
Wholly-Owned Subsidiary of the Company and a Delaware corporation ("Xxxxxx
Wire") pursuant to a guaranty in substantially the form of Exhibit 1.1-B,
with such changes as may be necessary to describe therein the series of
Notes being guaranteed (such guaranty with respect to the Series 1997-A
Notes is herein referred to as the "Xxxxxx Wire Guaranty."). Each series of
Notes, other than the initial series, shall be issued pursuant to a

supplement to this Agreement (a "Supplement") in substantially the form of
Exhibit 1.1-C, and shall 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 be senior in the
sense that they rank pari passu with the Notes of all other
series and 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; and

(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.

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

1.2. The Series 1997-A Notes.

The Company has authorized, as the initial series of
Notes hereunder, the issue and sale of $75,000,000 aggregate principal
amount of Notes to be designated as its 6.92% Senior Notes, Series 1997-A,
due August 11, 2009 (the "Series 1997-A Notes", such term to include any
such Notes issued in substitution therefor pursuant to Section 13 of this
Agreement). The Series 1997-A Notes shall be substantially in the form set
out in Exhibit 1.2, with such changes therefrom, if any, as may be approved
by you and the Other Purchasers and the Company.

2. SALE AND PURCHASE OF SERIES 1997-A 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-A Notes in the 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-A Notes to be
purchased by you and the Other Purchasers shall occur at the offices of
Xxxxxxx, Carton & Xxxxxxx, Quaker Tower, Suite 3400, 000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 at 9:00 a.m., Chicago time, at a closing
(the "Closing") on August 11, 1997 or on such other Business Day thereafter
on or prior to August 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-A Notes to be purchased by you in the form of a single
Series 1997-A Note (or such greater number of Series 1997-A 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 00000000 at Wachovia Bank of Georgia, 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000, ABA No. 000000000. If at the Closing
the Company shall fail to tender such Series 1997-A 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-A
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 or at the Closing and after
giving effect to the issue and sale of the Series 1997-A 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, 4.9 and 4.10 have been fulfilled.

(b) Secretary's Certificate. The Company shall have
delivered to you a certificate certifying as to the resolutions
attached thereto and other corporate proceedings relating to the
authorization, execution and delivery of the Series 1997-A Notes,
the Agreement and the Xxxxxx Wire Guaranty.

4.4. Opinions of Counsel.

You shall have received opinions in form and substance
satisfactory to you, dated the date of the Closing (a) from Xxxxx X.
Xxxxxxxxxx, 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 Xxxxxxx, Carton & Xxxxxxx, 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-A
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 Notes.

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

4.7. Payment of Special Counsel Fees.

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

4.8. Private Placement Number.

A Private Placement number issued by Standard & Poor's
CUSIP Service Bureau (in cooperation with the Securities Valuation Office
of the National Association of Insurance Commissioners) shall have been
obtained for the Series 1997-A Notes.

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

4.10. Xxxxxx Wire Guaranty.

Xxxxxx Wire shall have executed and delivered the Xxxxxx
Wire Guaranty to you and the Other Purchasers.

4.11. 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-A Notes and to perform the provisions hereof and
thereof.

5.2. Authorization, etc.

This Agreement and the Series 1997-A 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-A Note will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

The Xxxxxx Wire Guaranty has been duly authorized by all
necessary corporate action on the part of Xxxxxx Wire and upon execution
and delivery thereof will constitute the legal, valid and binding
obligation of Xxxxxx Wire enforceable against Xxxxxx Wire 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 Securities,
Inc., has delivered to you and each Other Purchaser a copy of a Private
Placement Memorandum, dated July 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 and for projections, as to which no representation or warranty
is made, this Agreement, the Memorandum, the documents, certificates or
other writings delivered to you by or on behalf of the Company in
connection with the transactions contemplated hereby and the financial
statements listed in Schedule 5.5, taken as a whole, do not contain any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading in light of the
circumstances under which they were made. The projections provided to you
are based upon good faith estimates and assumptions believed by the Company
to be reasonable. Except as disclosed in the Memorandum or as expressly
described in Schedule 5.3, or in one of the documents, certificates or
other writings identified therein, or in the financial statements listed in
Schedule 5.5, since December 31, 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) to
the Company's knowledge, of the Company's Affiliates, other than
Subsidiaries, and (iii) of the Company's directors and senior
officers. Each Subsidiary listed in Schedule 5.4 is designated a
Restricted Subsidiary by the Company.

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

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

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

5.5. Financial Statements.

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

5.6. Compliance with Laws, Other Instruments, etc.

The execution, delivery and performance by the Company of
this Agreement and the Series 1997-A Notes will not (i) contravene, result
in any breach of, or constitute a default under, or result in the creation
of any Lien in respect of any property of the Company or any Restricted
Subsidiary under, any Material agreement, or corporate charter or By-Laws,
to which the Company or any Restricted Subsidiary is bound or by which the
Company or any Restricted Subsidiary or any of their respective properties
may be bound or affected, (ii) conflict with or result in a breach of any
of the terms, conditions or provisions of any order, judgment, decree, or
ruling of any court, arbitrator or Governmental Authority applicable to the
Company or any Restricted Subsidiary or (iii) violate any provision of any
statute or other rule or regulation of any Governmental Authority
applicable to the Company or any Restricted Subsidiary.

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

5.7. Governmental Authorizations, etc.

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

5.8. Litigation; Observance of Agreements, Statutes and Orders.

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

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

5.9. Taxes.

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

5.10. Title to Property; Leases.

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

5.11. Licenses, Permits, etc.

Except as disclosed in Schedule 5.11,

(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 xxxx,
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 xxxx, trademark, trade name or other right owned
or used by the Company or any of its Restricted Subsidiaries.

5.12. Compliance with ERISA.

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

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

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

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

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

5.13. Private Offering by the Company.

Neither the Company nor anyone acting on its behalf has
offered the Series 1997-A Notes or the Xxxxxx Wire Guaranty or any similar
securities for sale to, or solicited any offer to buy any of the same from,
or otherwise approached or negotiated in respect thereof with, any person
other than you, the Other Purchasers and not more than 54 other
Institutional Investors, each of which has been offered the Series 1997-A
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-A Notes or the execution and
delivery of the Xxxxxx Wire Guaranty 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-A Notes as set forth in Schedule 5.14. No part of the proceeds
from the sale of the Series 1997-A 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 circumstances as to involve the
Company in a violation of Regulation X of said Board (12 CFR 224) or to
involve any broker or dealer in a violation of Regulation T of said Board
(12 CFR 220). Margin stock does not constitute more than 5% of the value
of the consolidated assets of the Company and its Subsidiaries and the
Company does not have any present intention that margin stock will
constitute more than 5% of the value of such assets. As used in this
Section, the terms "margin stock" and "purpose of buying or carrying" shall
have the meanings assigned to them in said Regulation 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 July 31, 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 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 Notes by the Company hereunder
nor its use of the proceeds thereof will violate the Trading with the Enemy
Act, as amended, or any of the foreign assets control regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) or any enabling legislation or executive order relating thereto.

5.17. Status under Certain Statutes.

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

5.18. Environmental Matters.

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

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

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

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

5.19. Solvency of Xxxxxx Wire.

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

6. REPRESENTATIONS OF THE PURCHASERS.

6.1. Purchase for Investment.

You represent that you are purchasing the Series 1997-A
Notes for your own account or for one or more separate accounts maintained
by you or for the account of one or more pension or trust funds and not
with a view to the distribution thereof, provided that the disposition of
your or their property shall at all times be within your or their control.
You understand that the Series 1997-A Notes have not been registered under
the Securities Act and may be resold only if registered pursuant to the
provisions of the Securities Act or if an exemption from registration is
available, except under circumstances where neither such registration nor
such an exemption is required by law, and that the Company is not required
to register the Notes.

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-A
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") 00-0 (xxxxxx Xxxxxxx 00, 0000), xx
(xx) 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

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

As used in this Section 6.2, the terms "employee benefit plan",
"governmental plan", "party in interest" and "separate account" shall have
the respective meanings assigned to such terms in Section 3 of ERISA.

7. INFORMATION AS TO COMPANY.

7.1. Financial and Business Information
The Company shall deliver to each holder of Notes that is
an Institutional Investor:

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

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

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

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

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

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

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

setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP, and accompanied by an opinion thereon of
independent certified public accountants of recognized national
standing, which opinion shall state that such financial statements
present fairly, in all material respects, the financial condition
of the companies being reported upon and their results of
operations and cash flows and have been prepared in conformity with
GAAP, and that the examination of such accountants in connection
with such financial statements has been made in accordance with

generally accepted auditing standards, and that such audit provides
a reasonable basis for such opinion in the circumstances, provided
that the delivery within the time period specified above of the
Company's Annual Report on Form 10-K for such fiscal year (together
with the Company's annual report to shareholders, if any, prepared
pursuant to Rule 14a-3 under the Exchange Act) prepared in
accordance with the requirements therefor and filed with the
Securities and Exchange Commission, together with such accountant's
opinion, shall be deemed to satisfy the requirements of this
Section 7.1(b);

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

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

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

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

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

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

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

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

(h) Requested Information -- with reasonable
promptness, such other data and information relating to the
business, operations, affairs, financial condition, assets or
properties of the Company or any of its Subsidiaries or relating to
the ability of the Company to perform its obligations hereunder and
under the Notes as from time to time may be reasonably requested by
any such holder of Notes; 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) its independent public
accountants, and (with the consent of the Company, which consent
will not be unreasonably withheld) to visit the other offices and
properties of the Company and each Restricted Subsidiary, all at
such reasonable times and as often as may be reasonably requested
in writing; and

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

8. PREPAYMENT OF THE NOTES.

8.1. Required Prepayments.

On August 11, 2005 and on each August 11 thereafter to
and including August 11, 2008 the Company will prepay $15,000,000 principal
amount (or such lesser principal amount as shall then be outstanding) of
the Series 1997-A Notes at par and without payment of the Make-Whole Amount
or any premium.

8.2. Optional Prepayments with Make-Whole Amount.

The Company may, at its option, upon notice as provided
below, prepay at any time all, or from time to time any part of, the Notes
of any series, including the Series 1997-A Notes, in an amount not less
than $2,000,000 in the aggregate in the case of a partial prepayment, at
100% of the principal amount so prepaid, plus the Make-Whole Amount
determined for the prepayment date with respect to such principal amount.
The Company will give each holder of Notes of the series to be prepaid
written notice of each optional prepayment under this Section 8.2 not less
than 30 days and not more than 60 days prior to the date fixed for such
prepayment. Each such notice shall specify such date, the aggregate
principal amount of the Notes to be prepaid on such date, the principal
amount of each Note held by such holder to be prepaid (determined in
accordance with Section 8.3), and the interest to be paid on the prepayment
date with respect to such principal amount being prepaid, and shall be
accompanied by a certificate of a Senior Financial Officer as to the
estimated Make-Whole Amount due in connection with such prepayment
(calculated as if the date of such notice were the date of the prepayment),
setting forth the details of such computation. Two Business Days prior to
such prepayment, the Company shall deliver to each holder of Notes a
certificate of a Senior Financial Officer specifying the calculation of
such Make-Whole Amount as of the specified prepayment date.

8.3. Allocation of Partial Prepayments.

In the case of each partial prepayment of the Notes of a
series, the principal amount of the Notes of such series to be prepaid
shall be allocated among all of the Notes of such series 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, in respect of
the Notes of a series, be applied first to the payment due on such Notes at
final maturity and thereafter to any required prepayments on such Notes, in
inverse order of maturity.

8.4. Maturity; Surrender, etc.

In the case of each prepayment of Notes pursuant to this
Section 8, the principal amount of each Note to be prepaid shall mature and
become due and payable on the date fixed for such prepayment, together with
interest on such principal amount accrued to such date and the applicable
Make-Whole Amount, if any. From and after such date, unless the Company
shall fail to pay such principal amount when so due and payable, together

with the interest and Make-Whole Amount, if any, as aforesaid, interest on
such principal amount shall cease to accrue. Any Note paid or prepaid in
full shall be surrendered to the Company and canceled and shall not be
reissued, and no Note shall be issued in lieu of any prepaid principal
amount of any Note.

8.5. Purchase of Notes.

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

8.6. Make-Whole Amount.

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

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

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

"Reinvestment Yield" means, with respect to the Called
Principal of any Note, .50% over the yield to maturity implied by
(i) the yields reported, as of 10:00 A.M. (New York City time) on
the second Business Day preceding the Settlement Date with respect
to such Called Principal, on the display designated as the "PX
Screen" on the Bloomberg Financial Market Service (or such other
display as may replace the PX Screen on Bloomberg Financial Market
Service) for actively traded U.S. Treasury securities having a
maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date, or (ii) if such yields are
not reported as of such time or the yields 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
xxxx quotations to bond-equivalent yields in accordance with
accepted financial practice and (b) interpolating linearly between
(1) the actively traded U.S. Treasury security with the duration
closest to and greater than the Remaining Average Life and (2) the
actively traded U.S. Treasury security with the duration closest to
and less than the Remaining Average Life.

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

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

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

9. AFFIRMATIVE COVENANTS.

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

9.1. Compliance with Law.

The Company will, and will cause each Restricted
Subsidiary to, comply with all laws, ordinances or governmental rules or
regulations to which each of them is subject, including, without
limitation, Environmental Laws, and will obtain and maintain in effect all
licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or
to the conduct of their respective businesses, in each case to the extent
necessary to ensure that non-compliance with such laws, ordinances or
governmental rules or regulations or failures to obtain or maintain in
effect such licenses, certificates, permits, franchises and other
governmental authorizations could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

9.2. Insurance.

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

9.3. Maintenance of Properties.

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

9.4. Payment of Taxes and Claims.

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

9.5. Corporate Existence, etc.

Subject to Section 10.4, 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 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 other than Xxxxxx Wire to
incur any Indebtedness if, after giving effect thereto and to the
application of the proceeds therefrom, Priority Debt outstanding
would exceed 20% of Consolidated Total Capitalization.

10.2. 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 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 are
acquired by, the Company or a Restricted Subsidiary and not created
in contemplation thereof; provided that in the case of clauses (i),
(ii) and (iii) such Liens do not extend to additional property of
the Company or any Restricted Subsidiary (other than property that
is an improvement to or is acquired for specific use in connection
with the subject property) and, in the case of clause (ii) only,
that the aggregate principal amount of Indebtedness secured by each
such Lien does not exceed the lesser of the fair market value
(determined in good faith by the board of directors of the Company)
or cost of acquisition or construction of the property subject
thereto;

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

(i) Additional Liens securing Indebtedness not
otherwise permitted by paragraphs (a) through (h) above, provided
that, at the time of creation, assumption or incurrence thereof and
immediately after giving effect thereto and to the application of
the proceeds therefrom, Priority Debt outstanding does not exceed
20% of Consolidated Total Capitalization.

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 a series of transactions, to any Person, other than
(a) Dispositions in the ordinary course of business, (b) Dispositions by
the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the
Company or another Restricted Subsidiary or (c) other Dispositions not
otherwise permitted by this Section 10.3, 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 10% of Consolidated Total Assets as of the
end of the immediately preceding fiscal year. Notwithstanding the
foregoing, the Company may, or may permit any Restricted Subsidiary to,
make a Disposition and the assets subject to such Disposition shall not be
subject to or included in the foregoing limitation and computation
contained in clause (c) of the preceding sentence to the extent that
(x) such assets are leased back by the Company or any Restricted
Subsidiary, as lessee, within 180 days of the Disposition thereof, or
(y) the net proceeds from such Disposition are within one year of such
Disposition (A) reinvested in productive assets by the Company or a
Restricted Subsidiary or (B) applied to the payment or prepayment of any
outstanding Indebtedness of the Company or any Restricted Subsidiary that
is not subordinated to the Notes. Any prepayment of Notes pursuant to this
Section 10.3 shall be in accordance with Sections 8.2 and 8.3, without
regard to the minimum prepayment requirements of Section 8.2.

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 all or
substantially all of the assets of the Company as an
entirety, as the case may be, shall be a solvent
corporation organized and existing under the laws of the
United States, any State thereof (including the District
of Columbia), Canada or any province thereof, or a
country within Western Europe, and, if the Company is not
such corporation, such corporation (x) shall have
executed and delivered to each holder of any Notes its
assumption of the due and punctual performance and
observance of each covenant and condition of this
Agreement and the Notes and (y) shall have caused to be

delivered to each holder of any Notes an opinion of
independent counsel reasonably satisfactory to the
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 set forth in clauses (x) through (z) that,
immediately before and after giving effect thereto, there shall
exist no Default or Event of Default and provided further, that, in
the case of a transaction contemplated by clause (z), if the
Restricted Subsidiary is Xxxxxx Wire and it is not the surviving
corporation, the survivor of such merger shall be a solvent
corporation organized and existing under the laws of the United
States, any State thereof (including the District of Columbia),
Canada or any province thereof, or a country within Western Europe,
and such corporation (A) shall have executed and delivered to each
holder of any Notes its assumption of the due and punctual
performance and observance of each covenant and condition of the
Xxxxxx Wire Guaranty, and (B) shall have caused to be delivered to
each holder of any Notes an opinion of independent counsel
reasonably satisfactory to the Required Holders, to the effect that
all agreements or instruments effecting such assumption are
enforceable in accordance with their terms and comply with the
terms hereof;

No such conveyance, transfer, sale or lease of all or substantially all of
the assets of the Company shall have the effect of releasing the Company or
any successor corporation that shall theretofore have become such in the
manner prescribed in this Section 10.4 from its liability under this
Agreement or the 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 Subsidiaries.

The Company will not designate Xxxxxx Wire as an
Unrestricted Subsidiary. The Company may designate any other Restricted
Subsidiary as an Unrestricted Subsidiary unless such Subsidiary has been
designated an Unrestricted Subsidiary more than once previously and unless
immediately before and after such designation 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 described in the Memorandum.

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

11. EVENTS OF DEFAULT.

An "Event of Default" shall exist if any of the following
conditions or events shall occur and be continuing:

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

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

(c) the Company defaults in the performance of or
compliance with any term contained in Section 7.1(e) or Sections
10.1 through 10.8; 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 Note (any such written notice to be
identified as a "notice of default"); or

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

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

(g) the Company or any Material Restricted Subsidiary
(i) is generally not paying, or admits in writing its inability to
pay, its debts as they become due, (ii) files, or consents by
answer or otherwise to the filing against it of, a petition for
relief or reorganization or arrangement or any other petition in
bankruptcy, for liquidation or to take advantage of any bankruptcy,
insolvency, reorganization, moratorium or other similar law of any
jurisdiction, (iii) makes an assignment for the benefit of its
creditors, (iv) consents to the appointment of a custodian,
receiver, trustee or other officer with similar powers with respect
to it or with respect to any substantial part of its property,
(v) is adjudicated as insolvent or to be liquidated, or (vi) takes
corporate action for the purpose of any of the foregoing; or

(h) a court or governmental authority of competent
jurisdiction enters an order appointing, without consent by the

Company or any Material Restricted Subsidiary, a custodian,
receiver, trustee or other officer with similar powers with respect
to it or with respect to any substantial part of its property, or
constituting an order for relief or approving a petition for relief
or reorganization or any other petition in bankruptcy or for
liquidation or to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or
liquidation of the Company or any Material Restricted Subsidiary,
or any such petition shall be filed against the Company or any
Material Restricted Subsidiary and such petition shall not be
dismissed within 60 days; or

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

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

(k) the Xxxxxx Wire Guaranty ceases to be in full force
and effect as a result of acts taken by the Company or Xxxxxx Wire
or is declared to be null and void in whole or in material part by
a court or other governmental or regulatory authority having
jurisdiction or the validity or enforceability thereof shall be
contested by any of the Company or Xxxxxx Wire or either of them
renounces any of the same or denies that it has any or further
liability thereunder.

As used in Section 11(j), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such
terms in Section 3 of ERISA.

12. REMEDIES ON DEFAULT, ETC.

12.1. Acceleration.

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

(b) If any other Event of Default has occurred and is
continuing, any holder or holders of more than 33% in principal
amount of the Notes at the time outstanding may at any time at its
or their option, by notice or notices to the Company, declare all
the Notes then outstanding to be immediately due and payable.

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

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

12.2. Other Remedies.

If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or have been
declared immediately due and payable under Section 12.1, the holder of any
Note at the time outstanding may proceed to protect and enforce the rights
of such holder by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein or in any Note, or for an injunction against a violation of any of
the terms hereof or thereof, or in aid of the exercise of any power granted
hereby or thereby or by law or otherwise.

12.3. Rescission.

At any time after any Notes have been declared due and
payable pursuant to clause (b) or (c) of Section 12.1, the holders of not
less than 67% in principal amount of the Notes then outstanding, by written
notice to the Company, may rescind and annul any such declaration and its
consequences if (a) the Company has paid all overdue interest on the Notes,
all principal of and Make-Whole Amount, if any, on any Notes that are due
and payable and are unpaid other than by reason of such declaration, and
all interest on such overdue principal and Make-Whole Amount, if any, and
(to the extent permitted by applicable law) any overdue interest in respect
of the Notes, at the Default Rate, (b) all Events of Default and Defaults,
other than non-payment of amounts that have become due solely by reason of
such declaration, have been cured or have been waived pursuant to
Section 17, and (c) no judgment or decree has been entered for the payment
of any monies due pursuant hereto or to the Notes. No rescission and
annulment under this Section 12.3 will extend to or affect any subsequent
Event of Default or Default or impair any right consequent thereon.

12.4. No Waivers or Election of Remedies, Expenses, etc.

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

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1. Registration of Notes.

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

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 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 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 NOTES.

14.1. Place of Payment.

Subject to Section 14.2, payments of principal, Make-

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

14.2. Home Office Payment.

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

15. EXPENSES, ETC.

15.1. Transaction Expenses.

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

15.2. Survival.

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

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

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

17. AMENDMENT AND WAIVER.

17.1. Requirements.

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

17.2. Solicitation of Holders of Notes.

(a) Solicitation. The Company will provide each holder
of the Notes (irrespective of the amount of Notes then owned by it)
with sufficient information, sufficiently far in advance of the
date a decision is required, to enable such holder to make an
informed and considered decision with respect to any proposed
amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes. The Company will deliver executed or true
and correct copies of each amendment, waiver or consent effected
pursuant to the provisions of this Section 17 to each holder of
outstanding Notes promptly following the date on which it is

executed and delivered by, or receives the consent or approval of,
the requisite holders of Notes.

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

17.3. Binding Effect, etc.

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

17.4. Notes held by Company, etc.

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

18. NOTICES.

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

(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 Xxxxxxx X.
Xxxxx, Vice President, Finance, Treasurer and Chief Financial
Officer, or at such other address as the Company shall have
specified to the holder of each Note in writing.

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

19. REPRODUCTION OF DOCUMENTS.

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

20. CONFIDENTIAL INFORMATION.

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

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

21. SUBSTITUTION OF PURCHASER.

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

22. 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 Note) whether so expressed or not.

22.2. Payments Due on Non-Business Days.

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

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
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.

* * * * *

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,

XXXXXX INC.

By: /s/ Xxxxxxx X. Xxxxx

Name: Xxxxxxx X. Xxxxx
Title: Vice President, Finance, Treasurer
and Chief Financial Officer

The foregoing is agreed
to as of the date thereof.

AID ASSOCIATION FOR LUTHERANS

By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President - Securities

MUTUAL OF OMAHA INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxx Xx.
Name: Xxxxx X. Xxxxxxxx Xx.
Title: First Vice President

UNITED OF OMAHA LIFE INSURANCE
COMPANY

By: /s/ Xxxxx X. Xxxxxxxx Xx.
Name: Xxxxx X. Xxxxxxxx Xx.
Title: First Vice President

NATIONWIDE MUTUAL INSURANCE
COMPANY

By: /s/ Xxxxx X. XxXxxxxxxx, Xx.
Name: Xxxxx X. XxXxxxxxxx, Xx.
Title: Vice President
Fixed-Income Securities

STATE FARM LIFE INSURANCE COMPANY

By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President - Fixed Income

By: /s/ Xxxx Xxxxxxxxxxx
Name: Xxxx Xxxxxxxxxxx
Title: Investment Officer

PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY

By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Counsel

By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Assistant Director
Investment Securities

NIPPON LIFE INSURANCE COMPANY
OF AMERICA, an Iowa corporation, by its
attorney in fact, Principal Mutual Life
Insurance Company, an Iowa corporation

By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Counsel

By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Assistant Director
Investment Securities

BERKSHIRE LIFE INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Investment Officer

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Principal Amount of
Name and Address of Purchaser Notes to be Purchased

AID ASSOCIATION FOR LUTHERANS $24,000,000

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

CITIBANK, NYC/CUST.
ABA #000-000-000
DDA #36112805
Attn: Xxxx Xxxxxxxx
Ref. Account #846647
Aid Association for Lutherans Custody Account
Ref. Information: security description, PPN, payable date,
principal and interest breakdown, and interest rate if
variable rate

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

Investment Department
Aid Association for Lutherans
0000 Xxxxx Xxxxxxx Xxxx
Xxxxxxxx, XX 00000

AND

Income Collection and Disbursement
Ref. Account #846647
Aid Association for Lutherans Custody Account
Citicorp Services Inc.
0000 X. Xxxxxxxxx Xxxx.
0xx Xxxxx
Xxxxx, XX 00000

Schedule A

(3) Deliver securities to:

Mr. Xxxxx Xxxxx
Ref. Account #846647
Aid Association for Lutherans Custody Account
Citibank
Level C
00 Xxxxxxxx Xxxxx
Xxx Xxxx, XX 00000

(4) All other communications:

Investment Department
Aid Association for Lutherans
0000 Xxxxx Xxxxxxx Xxxx
Xxxxxxxx, XX 00000

Tax ID #00-0000000

Schedule A

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Principal Amount of
Name and Address of Purchaser Notes to be Purchased

MUTUAL OF OMAHA INSURANCE COMPANY $11,000,000

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

First National Bank Omaha
ABA #1040-00016
00xx & Xxxxx Xxxxxxx
Xxxxx, XX 00000

For credit to:
Mutual of Omaha Insurance Company
Account #26-743587
For payment on: ________________
Interest Amount:
Principal Amount:

(2) Address for delivery of securities:

Mutual of Omaha Insurance Company
Attention: Investments/Securities Accounting
Mutual of Xxxxx Xxxxx
Xxxxx, XX 00000

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

Mutual of Omaha Insurance Company
Attention: Investments/Investment Accounting
Mutual of Xxxxx Xxxxx
Xxxxx, XX 00000

Schedule A

(4) All other communications:

Mutual of Omaha Insurance Company
Attention: Investment Division
Mutual of Xxxxx Xxxxx
Xxxxx, XX 00000

Tax Identification No. 00-0000000

Schedule A

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Principal Amount of
Name and Address of Purchaser Notes to be Purchased

UNITED OF OMAHA LIFE INSURANCE COMPANY $4,000,000

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

First Bank, N.A.
ABA #0000-0000-0
00xx & Xxxxxx Xxxxxxx
Xxxxx, XX

For credit to:
United of Omaha Life Insurance Company
Account #1-487-1447-0769
For payment on:
Interest Amount:
Principal Amount:

(2) Address for delivery of securities:

United of Omaha Life Insurance Company
Attention: Investments/Securities Accounting
Mutual of Xxxxx Xxxxx
Xxxxx, XX 00000

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

United of Omaha Life Insurance Company
Attention: Investments/Securities Accounting
Mutual of Xxxxx Xxxxx
Xxxxx, XX 00000

Schedule A

(4) All other communications:

United of Omaha Life Insurance Company
Attention: Investment Division
Mutual of Xxxxx Xxxxx
Xxxxx, XX 00000

Tax Identification No. 00-0000000

Schedule A

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Principal Amount of
Name and Address of Purchaser Notes to be Purchased

NATIONWIDE MUTUAL INSURANCE COMPANY $15,000,000

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

The Bank of New York
ABA# 000-000-000
BNF: IOC566
F/A/O Nationwide Mutual Insurance Company
Attn: P&I Department
PPN: 077459 A* 6
Security Description:

(2) Address for delivery of securities:

The Bank of New York
One Wall Street
3rd Floor - Window A
Xxx Xxxx, XX 00000
F/A/O Nationwide Mutual Insurance Co. Acct# 264232

(3) All notices of payment and written confirmations of such wire
transfers and notices in respect of the security:

Nationwide Mutual Insurance Company
x/x Xxx Xxxx xx Xxx Xxxx
P.O. Box 19266
Attn: P&I Department
Xxxxxx, XX 00000

with a copy to:

Nationwide Mutual Insurance Company
Attn: Investment Accounting
Xxx Xxxxxxxxxx Xxxxx (0-00-00)
Xxxxxxxx, XX 00000-0000

Schedule A

(4) All other communications:

Nationwide Mutual Insurance Company
Xxx Xxxxxxxxxx Xxxxx (0-00-00)
Xxxxxxxx, XX 00000-0000
Attn: Corporate Fixed-Income Securities

Tax Identification No. 00-0000000

Schedule A

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Principal Amount of
Name and Address of Purchaser Notes to be Purchased

STATE FARM LIFE INSURANCE COMPANY $10,000,000

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

The Chase Manhattan Bank
FED ABA No. 000000000
SSG Private Income Processing
A/C #000-0-000000 For Credit to Account No. G-06893
Ref: Xxxxxx Inc.
6.92% Senior Notes, Series 0000-X, xxx Xxxxxx 00, 0000
XXX: 077459 A* 6

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

State Farm Life Insurance Company
One State Farm Plaza
Investment Accounting Dept./D-2
Xxxxxxxxxxx, XX 00000

(3) Address for all other correspondence:

State Farm Life Insurance Company
One State Farm Plaza
Investment Dept./E-10
Corporate Fixed Income
Xxxxxxxxxxx, XX 00000

Tax Identification No. 00-0000000

Schedule A

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Principal Amount of
Name and Address of Purchaser Notes to be Purchased

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY $7,000,000

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

ABA 073 000 228
Norwest Bank Iowa, N.A.
0xx xxx Xxxxxx Xxxxxxx
Xxx Xxxxxx, Xxxx 00000
Account No.: 032395
OBI PFGSE (S) B61148()

Each wire transfer shall identify such payment as "Xxxxxx Inc.,
6.92% Notes due August 11, 2009" and include the PPN of the issue.

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

Principal Mutual Life Insurance Company
000 Xxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000-0000
Attn: Investment Accounting and Treasury - Securities
Telefacsimile: (000) 000-0000
Confirmation: (000) 000-0000

(3) All other communications:

Principal Mutual Life Insurance Company
000 Xxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000-0000
Attn: Investment Department - Securities Division
Telefacsimile: (000) 000-0000
Confirmation: (000) 000-0000

Taxpayer ID # 00-0000000

Schedule A

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Principal Amount of
Name and Address of Purchaser Notes to be Purchased

NIPPON LIFE INSURANCE COMPANY OF AMERICA $1,000,000

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

ABA 073 000 228
Norwest Bank Iowa, N.A.
0xx xxx Xxxxxx Xxxxxxx
Xxx Xxxxxx, Xxxx 00000
Account No.: 0000000
OBI PFGSE (S) B61148()

Each wire transfer shall identify such payment as "Xxxxxx Inc.,
6.92% Notes due August 11, 2009" and include the PPN of the issue.

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

Nippon Life Insurance Company of America
000 Xxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000-0000
Attn: Investment Accounting and Treasury - Securities
Telefacsimile: (000) 000-0000
Confirmation: (000) 000-0000

(3) All other communications:

Nippon Life Insurance Company of America
000 Xxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000-0000
Attn: Investment Department - Securities Division
Telefacsimile: (000) 000-0000
Confirmation: (000) 000-0000

Taxpayer ID # 00-0000000

Schedule A

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Principal Amount of
Name and Address of Purchaser Notes to be Purchased

BERKSHIRE LIFE INSURANCE COMPANY $3,000,000

(1) All payments on account of the Notes in accordance with the
provisions thereof and of this Agreement shall be transmitted by
bank wire transfer of Federal or other immediately available funds
for credit to:

Berkshire Life Insurance Company
Account Number 002-4-020877
The Chase Manhattan Bank, N.A.
ABA #000000000

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) Copies of all notices and confirmation of payments and all other
communications shall be delivered or mailed to:

Berkshire Life Insurance Company
Attention: Securities Department
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000

Fax Number: (000) 000-0000
Phone Number: (000) 000-0000

Tax Identification No. 00-0000000

Schedule A

SCHEDULE B

DEFINED TERMS

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

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

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

"Xxxxxx Wire" is defined in Section 1.1.

"Xxxxxx Wire Guaranty" is defined in Section 1.1.

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

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

"Closing" is defined in Section 3.

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

"Company" means Xxxxxx Inc., a Delaware corporation.

Schedule B-1

"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.

Schedule B

"Governmental Authority" means

(a) the government of

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

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

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

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

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

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

(a) its liabilities for borrowed money;

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

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

Indebtedness of any Person shall include all obligations of such Person of
the character described in clauses (a) through (d) to the extent such

Schedule B

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

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

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

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

"Make-Whole Amount" is defined in Section 8.6.

"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

Schedule B

properties of the Company and its Restricted Subsidiaries taken as a whole,
or (b) the ability of the Company to perform its obligations under this
Agreement and the Notes, or (c) the ability of Belden Wire to perform its
obligations under the Xxxxxx Wire Guaranty, or (d) the validity or
enforceability of this Agreement, the Notes or the Xxxxxx Wire Guaranty.

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

"Memorandum" is defined in Section 5.3.

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

"Notes" is defined in Section 1.1.

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

"Other Purchasers" is defined in Section 2.

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

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

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

"Priority Debt" means, as of any date, the sum (without
duplication) of (a) Indebtedness of Restricted Subsidiaries other than
Xxxxxx Wire on such date and (b) Indebtedness of the Company and its
Restricted Subsidiaries (including Xxxxxx Wire) 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, xxxxxx or inchoate.

"Purchaser" means each purchaser listed in Schedule A.

Schedule B

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

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

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

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

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

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

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

(e) Investments in treasury stock;

(f) Investments in:

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

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

(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;

Schedule B

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

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

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

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

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

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

"Senior Financial Officer" means the chief financial
officer, principal accounting officer, treasurer or comptroller of the
Company.

"Series 1997-A 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

Schedule B

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 has not been designated a Restricted Subsidiary.

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

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

Schedule B

SCHEDULE B-1

EXISTING INVESTMENTS

None.

SCHEDULE 4.9

CHANGES IN CORPORATE STRUCTURE

None.

SCHEDULE 5.3

DISCLOSURE MATERIALS

None.

SCHEDULE 5.4

SUBSIDIARIES AND OWNERSHIP OF SUBSIDIARY STOCK

1. List of Subsidiaries of Xxxxxx Inc.

x. Xxxxxx Wire & Cable Company ("BWC")
Incorporated in Delaware; 100% of capital stock is owned by
Xxxxxx Inc.

x. Xxxxxx (Canada) Inc.
Incorporated in Ontario, Canada; 100% of capital stock is
owned by BWC

x. Xxxxxx International, Inc. ("BII")
Incorporated in Delaware; 100% of capital stock is owned by
BWC

x. Xxxxxx Electronics S.a.r.l.
Incorporated in France; 99.8% of capital stock is owned by
BWC, .2% by BII

x. Xxxxxx Electronics GmbH
Incorporated in Germany; 100% of capital stock is owned by
BWC

x. Xxxxxx UK Limited
Incorporated in the United Kingdom; 100 % of capital stock
is owned by BWC

x. Xxxxxx Foreign Sales Corporation
Incorporated in Barbados; 100% of capital stock is owned by
BWC

x. Xxxxxx Holdings, Inc.
Incorporated in Delaware; 100% of capital stock is owned by
BWC

x. Xxxxxx Europe B.V.
Incorporated in The Netherlands; 100% of capital stock is
owned by Belden Holdings, Inc.

x. Xxxxxx Wire & Cable B.V.
Incorporated in The Netherlands; 100% of capital stock is
owned by Belden Europe B.V.

Schedule 5.4-continued

k. Grupo Belden Mexicana S.A. de C.V.
Incorporated in Mexico; 98% of capital stock is owned by
BWC, 2% by BII

x. Xxxxxx Electronics, S.A. de C.V.
Incorporated in Mexico; 98% of capital stock is owned by
BWC, 2% by BII

x. Xxxxxx Brasil Comercial LTDA
Incorporated in Brazil; 50% of capital stock is owned by
BWC, 50% by BII

2. List of Affiliates of Xxxxxx Inc.
To the Company's knowledge, none other than as listed in 1 above
and 3 below.

3. List of Company's Directors and Senior Officers

a. Directors
Xxxxxx X. Xxxxxxx; Xxxxxxxxxxx X. Xxxxxx; Xxxx X. XxxxxXxxxx;
Xxxx X. Xxxxxx; Xxxxx X. Xxxx; Xxxxxxx X. Xxxxxxx; and X. Xxxxx Xxxxxxxxxx.

b. Senior Officers
X. Xxxxx Xxxxxxxxxx-Chairman of the Board, President, and Chief
Executive Officer
Xxxxxxx X. Xxxxx-Vice President, Finance, Treasurer and Chief
Financial Officer
Xxxxx X. Xxxxxxx-Vice President, Operations
Xxxxx X. Xxxxxxxxxx-Vice President, Secretary and General Counsel
Xxxxx Xxxx Xxxxxxx-Vice President, Human Resources
Xxxxx X. Fast-Vice President and General Manager, Cord Products
Division of Belden Wire & Cable Company
Xxxx X. Xxxxxxxxxx-Vice President and General Manager, Alpha Wire
Division of Belden Wire & Cable Company

SCHEDULE 5.5

FINANCIAL STATEMENTS

1. Consolidated Financial Statements for the year ended December 31, 1996
2. Consolidated Financial Statements for the year ended December 31, 1995
3. Consolidated Financial Statements for the year ended December 31, 1994
4. Consolidated Financial Statements for the year ended December 31, 1993
5. Consolidated Financial Statements for the year ended December 31, 1992
6. Consolidated Financial Statements for the three months ended March 31,
1997

SCHEDULE 5.8

CERTAIN LITIGATION

The Furon Company has filed a lawsuit against Belden Wire & Cable Company
("BWC"), claiming that it is infringing a Furon patent. BWC intends to
vigorously defend its position.

SCHEDULE 5.11

LICENSES, PERMITS, ETC.

The Furon Company has filed a lawsuit against Belden Wire & Cable Company
("BWC"), claiming that it is infringing a Furon patent. BWC intends to
vigorously defend its position.

SCHEDULE 5.12(b)

BENEFIT LIABILITIES

"Top Hat Plans":

1. Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan -
aggregate benefit liabilities of $375,000 as of December 31, 1996.

2. Belden Wire & Cable Company Supplemental Excess Defined Contribution
Plan - aggregate benefit liabilities of $352,000 as of December 31, 1996.

3. Belden Wire & Cable Company Management Incentive Compensation Deferral
Plan - aggregate benefit liabilities of $0 as of December 31, 1996.

SCHEDULE 5.14

USE OF PROCEEDS

The proceeds from the Notes will be used for general corporate purposes of
the Company and its Subsidiaries, including to repay existing indebtedness
of the Company and its Subsidiaries.

SCHEDULE 5.15

EXISTING INDEBTEDNESS

Below is a complete and correct list of all outstanding Indebtedness of the Company and its Restricted Subsidiaries:

Outstanding
Indebtedness as of
Obligation July 31, 1997

Multicurrency revolving credit agreement, dated $125,519,600
November 18, 1996, among Belden Wire & Cable Company, as
borrower, certain financial institutions party thereto,
a n d Bank of America National Trust and Savings
Association, as agent.

Multicurrency credit agreement, dated March 9, 1995, 1,088,100
among Belden Wire & Cable Company, as co-borrower,
Xxxxxx (Canada) Inc., as co-borrower, and Royal Bank of
Canada, as lender. Borrowing arrangements under this
agreement are uncommitted and Royal Bank of Canada has
no obligation to make any advance under this agreement.

Multicurrency promissory note of Belden Wire & Cable 2,528,200
Company, dated January 21, 1997, payable to Wachovia
Bank of Georgia, N.A. Borrowing arrangements under this
note are uncommitted and Wachovia Bank of
Georgia, N.A. has no obligation to make any advance
under this note.

Overdraft facility in current account, dated July 5, 1,495,656
1995, between Belden Wire & Cable B.V., as borrower, and
ABN AMRO Bank N.V., as lender. Borrowing arrangements
under this facility are uncommitted and ABN AMRO Bank
N.V. has no obligation to make any advances under this
facility.

Overdraft facility in current account, dated April 20, 1,217,141
1995, between Belden Wire & Cable B.V., as borrower, and
I n t ernationale Nederlanden Bank N.V., as lender.
Borrowing arrangements under this facility are
uncommitted and Internationale Nederlanden Bank N.V. has
no obligation to made any advance under this facility.

SCHEDULE 10.2

EXISTING LIENS

None.

EXHIBIT 1.1-A

[FORM OF NOTE]

XXXXXX INC.

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

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

FOR VALUE RECEIVED, the undersigned, XXXXXX 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
August 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

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 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.

XXXXXX INC.

By:
Title:

GUARANTY ENDORSEMENT

Payment of the principal of, and interest and Make-Whole Amount, if
any, on this Note, and all other amounts due under the Note Purchase
Agreement, is guaranteed pursuant to the terms of a Guaranty dated
[ ], 1997 of Belden Wire & Cable Company.

Exhibit 1.1-A

EXHIBIT 1.1-B

[FORM OF XXXXXX WIRE GUARANTY]

SERIES [ ] GUARANTY

THIS GUARANTY (this "Guaranty") dated [ ], 1997 is made by Belden
Wire & Cable Company, a Delaware corporation (the "Guarantor"), in favor of
the holders from time to time of the Series [ ] Notes hereinafter
referred to, including each purchaser named in the Note Purchase Agreement
[or supplement thereto] hereinafter referred to, and their respective
successors and assigns (collectively, the "Holders" and each individually,
a "Holder").

W I T N E S S E T H:

WHEREAS, Xxxxxx Inc., a Delaware corporation (the "Company"), and the
initial Holders have entered into a [Supplement dated _________, ____ to]
[Note Purchase Agreement dated as of August 1, 1997] (the Note Purchase
Agreement [as so supplemented and] as [further] amended, supplemented,
restated or otherwise modified from time to time in accordance with its
terms and in effect, the "Note Purchase Agreement");

WHEREAS, the Note Purchase Agreement contemplates the issuance by the
Company of up to $200,000,000 aggregate principal amount of Notes (as
defined in the Note Purchase Agreement) in series [of which $
have heretofore been issued] and the Company has authorized the issuance
and sale of $[ ] aggregate principal amount of Series [ ]
Notes to the Purchasers;

WHEREAS, the Company owns all of the issued and outstanding capital
stock of the Guarantor and, by virtue of such ownership and otherwise, the
Guarantor will derive substantial benefits from the purchase by the Holders
of the Company's Series [ ] Notes;

WHEREAS, it is a condition precedent to the obligation of the Holders
to purchase the Series [ ] Notes that the Guarantor shall have
executed and delivered this Guaranty to the Holders and it is and will be a
condition to the sale of subsequent series of the Notes that a
substantially identical Guaranty run in favor of the holders of such
subsequent series of Notes; and

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

NOW, THEREFORE, in consideration of the premises and other benefits to
the Guarantor, and of the purchase of the Company's Series [ ] Notes
by the Holders, and for other good and valuable consideration, the receipt

Exhibit 1.1-B

and sufficiency of which are acknowledged, the Guarantor makes this
Guaranty as follows:

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

SECTION 2. Guaranty. The Guarantor unconditionally and irrevocably
guarantees to the Holders the due, prompt and complete payment by the
Company of the principal of, Make-Whole Amount, if any, and interest on,
and each other amount due under, the Series [ ] Notes or the Note
Purchase Agreement, when and as the same shall become due and payable
(whether at stated maturity or by required or optional prepayment or by
declaration or otherwise) in accordance with the terms of the Series [
] Notes and the Note Purchase Agreement (the Series [ ] Notes and
the Note Purchase Agreement being sometimes hereinafter collectively
referred to as the "Note Documents" and the amounts payable by the Company
under the Note Documents, and all other monetary obligations of the Company
thereunder, being sometimes collectively hereinafter referred to as the
"Obligations"). This Guaranty is a guaranty of payment and not just of
collectibility and is in no way conditioned or contingent upon any attempt
to collect from the Company or upon any other event, contingency or
circumstance whatsoever. If for any reason whatsoever the Company shall
fail or be unable duly, punctually and fully to pay such amounts as and
when the same shall become due and payable and any Holder shall notify the
Guarantor that all Series [ ] Notes held by such Holder or all
outstanding Series [ ] Notes are subject to acceleration under
Section 12.1 of the Note Purchase Agreement, the Guarantor, without demand,
presentment, protest or notice of any kind, will forthwith pay or cause to
be paid such amounts to the Holders under the terms of such Note Documents,
in lawful money of the United States, at the place specified in the Note
Purchase Agreement, or perform or comply with the same or cause the same to
be performed or complied with, together with interest (to the extent
provided for under such Note Documents) on any amount due and owing from
the Company. The Guarantor, promptly after demand, will pay to the Holders
the reasonable costs and expenses of collecting such amounts or otherwise
enforcing this Guaranty, including, without limitation, the reasonable fees
and expenses of counsel. The right of recovery against the Guarantor under
this Guaranty is, however, limited to the Fair Net Worth of the Guarantor,
as of the date of any determination thereof, less $20,000. For purposes of
this Guaranty, the "Fair Net Worth" of the Guarantor shall mean an amount
equal to the fair saleable value of the Guarantor's assets, net of all
obligations of the Guarantor owed to third parties (other than the
Guarantor's liabilities under this Guaranty), including all liabilities,
whether fixed or contingent, direct or indirect, disputed or undisputed,
secured or unsecured, and whether or not required to be reflected on a
balance sheet prepared in accordance with generally accepted accounting
principles.

SECTION 3. Guarantor's Obligations Unconditional. The obligations of
the Guarantor under this Guaranty shall be primary, absolute and
unconditional obligations of the Guarantor, shall not be subject to any

Exhibit 1.1-B

counterclaim, set-off, deduction, diminution, abatement, recoupment,
suspension, deferment, reduction or defense based upon any claim the
Guarantor or any other person may have against the Company or any other
person, and to the full extent permitted by applicable law shall remain in
full force and effect without regard to, and shall not be released,
discharged or in any way affected by, any circumstance or condition
whatsoever (whether or not the Guarantor or the Company shall have any
knowledge or notice thereof), including:

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

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

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

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

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

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

Exhibit 1.1-B

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

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

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

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

(k) any other occurrence, circumstance, happening or
event whatsoever, whether similar or dissimilar to the foregoing,
whether foreseen or unforeseen, and any other circumstance which might
otherwise constitute a legal or equitable defense or discharge of the
liabilities of a guarantor or surety or which might otherwise limit
recourse against the Guarantor.

Notwithstanding any other provision contained in this Guaranty, the
Guarantor's liability with respect to the principal amount of the Series
[ ] Notes shall be no greater than the liability of the Company with
respect thereto.

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

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

Exhibit 1.1-B

right, title to or interest in the Note Purchase Agreement or in any other
Note Document and (h) any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge, release or defense of
a guarantor or surety or which might otherwise limit recourse against the
Guarantor.

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

SECTION 7. Effect of Bankruptcy Proceedings, etc. This Guaranty
shall continue to be effective or be automatically reinstated, as the case
may be, if at any time payment, in whole or in part, of any of the sums due
to any of the Holders pursuant to the terms of the Note Purchase Agreement
or any other Note Document is rescinded or must otherwise be restored or
returned by such Holder upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Company or any other person, or upon
or as a result of the appointment of a custodian, receiver, trustee or
other officer with similar powers with respect to the Company or other
person or any substantial part of its property, or otherwise, all as though
such payment had not been made. If an event permitting the acceleration of
the maturity of the principal amount of the Series [ ] Notes shall
at any time have occurred and be continuing, and such acceleration shall at
such time be prevented by reason of the pendency against the Company or any
other person of a case or proceeding under a bankruptcy or insolvency law,
the Guarantor agrees that, for purposes of this Guaranty and its
obligations hereunder, the maturity of the principal amount of the Series
[ ] Notes and all other Obligations shall be deemed to have been
accelerated with the same effect as if any Holder had accelerated the same
in accordance with the terms of the Note Purchase Agreement or other
applicable Note Document, and the Guarantor shall forthwith pay such

Exhibit 1.1-B

principal amount, Make-Whole Amount, if any, and interest thereon and any
other amounts guaranteed hereunder without further notice or demand.

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

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

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

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

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

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

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

(f) no litigation, investigation or proceeding of or
before any arbitrator or governmental authority is pending or, to the
knowledge of the Guarantor, threatened by or against the Guarantor or
any of its properties or revenues (i) with respect to this Guaranty or
any of the transactions contemplated hereby or (ii) which could
reasonably be expected to have a material adverse effect upon the

Exhibit 1.1-B

business, operations or financial condition of the Guarantor and its
subsidiaries taken as a whole;

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

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

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

Xxxxxx Wire & Cable Company
c/o Belden Inc.
0000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xx. Xxxxx, XX 00000

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

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

SECTION 12. Miscellaneous. Any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the Guarantor
hereby waives any provision of law that renders any provisions hereof
prohibited or unenforceable in any respect. The terms of this Guaranty

Exhibit 1.1-B

shall be binding upon, and inure to the benefit of, the Guarantor and the
Holders and their respective successors and assigns. No term or provision
of this Guaranty may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by the Guarantor and the
Holders. The section and paragraph headings in this Guaranty and the table
of contents are for convenience of reference only and shall not modify,
define, expand or limit any of the terms or provisions hereof, and all
references herein to numbered sections, unless otherwise indicated, are to
sections in this Guaranty. This Guaranty shall in all respects be governed
by, and construed in accordance with, the laws of the State of Illinois,
including all matters of construction, validity and performance.

Exhibit 1.1-B

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

XXXXXX WIRE & CABLE COMPANY

By:
Title:

Exhibit 1.1-B

EXHIBIT 1.1-C

[FORM OF SUPPLEMENT]

SUPPLEMENT TO NOTE PURCHASE AGREEMENT

THIS SUPPLEMENT is entered into as of [ ], [ ]
(this "Supplement") between Xxxxxx 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 August 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.

3. Closing. The sale and purchase of the Series [ ] Notes to
be purchased by the Purchasers shall occur at the offices of Xxxxxxx,
Carton & Xxxxxxx, Quaker Tower, Suite 3400, 000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 00000 at 9:00 a.m., Chicago time, at a closing (the

Exhibit 1.1-C

"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, 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.

Exhibit 1.1-C

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.

XXXXXX INC.

By:
Title:

[ADD PURCHASER SIGNATURE BLOCKS]

Exhibit 1.1-C

Schedule A
to Supplement

INFORMATION RELATING TO PURCHASERS

Principal Amount of
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:

Exhibit 1.1-C

Schedule 5
to Supplement

EXCEPTIONS TO REPRESENTATIONS
AND WARRANTIES

Exhibit 1.1-C

Exhibit 1 to
Supplement

[FORM OF SERIES [ ] NOTE]

Exhibit 1.1-C

EXHIBIT 1.2

[FORM OF SERIES 1997-A NOTE]

XXXXXX INC.

6.92% Senior Note,
Due August 11, 2009

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

FOR VALUE RECEIVED, the undersigned, XXXXXX 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 August 11, 2009,
with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance thereof at the rate of 6.92% per annum
from the date hereof, payable semiannually, on February 11 and August 11 in
each year, commencing with the February 11 or August 11 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) 8.92% 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.

This Note is one of a series of Notes (herein called the
"Notes") issued pursuant to a Note Purchase Agreement, dated as of August
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.

This Note is a registered Note and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of

Exhibit 1.2

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.

XXXXXX INC.

By:
Title:

GUARANTY ENDORSEMENT

Exhibit 1.2

EXHIBIT 4.4(a)

FORM OF OPINION OF COUNSEL
TO THE COMPANY

The opinion of Xxxxx X. Xxxxxxxxxx, Vice President, Secretary and
General Counsel of the Company, shall be to the effect that:

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

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

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

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

5. Except for filing a copy of the Note Purchase Agreement as
an exhibit to the Company's periodic reports under the Securities Act of
1934, as amended, no authorization, approval or consent of, and no
designation, filing, declaration, registration and/or qualification with,

Exhibit 4.4(a)

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

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

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

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

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

Exhibit 4.4(b)

10. Neither the Company nor any Subsidiary is (i) a "public
utility company" or a "holding company," or an "affiliate" or a "subsidiary
company" of a "holding company," or an "affiliate" of such a "subsidiary
company," as such terms are defined in the Public Utility Holding Company
Act of 1935, as amended (the "1935 Act"), (ii) a "public utility" as
defined in the Federal Power Act, as amended, or (iii) an "investment
company" or an "affiliated person" thereof, as such terms are defined in
the Investment Company Act of 1940, as amended (the "1940 Act").

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

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

Exhibit 4.4(b)

EXHIBIT 4.4(b)

FORM OF OPINION OF SPECIAL COUNSEL
TO THE PURCHASERS

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

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

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

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

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

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

Exhibit 4.4(b)

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

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

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

Exhibit 4.4(b)

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BELDEN INC. $200,000,000 Senior Notes Issuable In Series $75,000,000 6.92% Senior Notes, Series 1997-A, due August 11, 2009 NOTE PURCHASE AGREEMENT ________

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