SUBORDINATED PARTICIPATION AGREEMENT
This Subordinated Participation Agreement (this "Agreement") is made as of the 28th day of June, 2002,
between LASALLE BANK NATIONAL ASSOCIATION, a national banking association ("LaSalle"), and by
the undersigned parties collectively identified as "Participants" (each a "Participant" and collectively, the
"Participants"). LaSalle has made or has agreed to make loans and other extensions of credit to Westell
Technologies, Inc., Westell, Inc., Westell International, Inc., Conference Plus, Inc., and Teltrend LLC
(collectively, the "Borrowers") pursuant to that certain Amended and Restated Loan and Security Agreement by
and between LaSalle and the Borrowers dated August 31, 2000, as the same has been or may hereafter be
amended, restated, supplemented or otherwise modified from time to time (the "Loan Agreement"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan
Agreement.
In consideration of the payment on the date hereof by the Participants to LaSalle of the aggregate amount of
$5,000,000 (the "Purchase Price") in immediately available United States funds, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, LaSalle hereby sells
to each of the Participants, and each of the Participant hereby purchases from LaSalle, without recourse to
LaSalle, on the terms and conditions hereinafter set forth, a subordinated last-out participation interest in (a) the
Term Loan made by LaSalle to the Borrowers, (b) all rights, claims (including "claims" within the meaning of
Section 101(5) of the Bankruptcy Code) and causes of action of LaSalle against the Borrowers and any other
Person that arise under, from, in, to or in connection with the Loan Agreement and the Loan Documents, to the
extent attributable in whole or in part to the Term Loan, and (c) the collateral for and guarantees of the Term
Loan (each such interest (expressed