$35,000,000 June 29, 2001
WESTELL TECHNOLOGIES, INC., WESTELL, INC., WESTELL INTERNATIONAL, INC.,
CONFERENCE PLUS, INC. and TELTREND, INC. (collectively, "Borrowers"), hereby jointly and severally
promise to pay to the order of LaSalle Bank National Association (the "Bank"), on June 30, 2002 the principal
sum of Thirty Five Million and No/100 ($35,000,000), or such lesser amount of all of the then outstanding
advances made by the Bank to Borrowers pursuant to
Section 2.1 of the "Loan Agreement" (as hereinafter defined), together with interest on any and all principal
amounts remaining unpaid hereunder from time to time from the date hereof until paid, at the rate(s) set forth in
Section 2.10 of the Loan Agreement, payable on the last day of each "Interest Period" (as such term is defined in
the Loan Agreement), and continuing until the Revolving Loans (as such term is defined in the Loan Agreement)
are paid in full.
Any amount of interest or principal hereof which is not paid when due, whether on the last day of an Interest
Period, at stated maturity, by acceleration or otherwise, shall bear interest payable on demand at the "Default
Rate" (as such term is defined in the Loan Agreement).
All payments of principal and interest on this Note shall be payable in lawful money of the United States of
America. In no event shall the interest payable exceed the highest rate permitted by law. Principal and interest
shall be paid to Bank at its office at 135 South LaSalle Street, Chicago, Illinois 60603, or at such other place as
the holder of this Note may designate in writing to Borrowers. All payments hereunder shall be applied as
provided in the Loan Agreement. In determining Borrowers' liability to the Bank hereunder, the books and
records of the Bank shall be controlling absent arithmetic or manifest or demonstrable error.
This Note evidences certain indebtedness incurred under the Amended and Restated Loan and Security
Agreement, dated August 31, 2000 between