10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2003

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File No. 0-22724

CABLE DESIGN TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	36-3601505
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1901 North Roselle Road

Schaumburg, IL 60195

(Address of Principal Executive Offices and Zip Code)

(847) 230-1900

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $.01 par value	New York Stock Exchange
Preferred Stock Purchase Rights, with respect to Common Stock, par value $.01 per share	New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes  x  No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein, and need not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  x  No  ¨

The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant at January 31, 2003 was $245,056,745.

The number of shares outstanding of the registrant’s Common Stock at October 24, 2003, was 41,720,393. As of that date, the aggregate market value of the registrant’s voting stock held by non-affiliates was $375,761,658.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Cable Design Technologies Corporation Proxy Statement for the Annual Meeting of Stockholders to be held on December 9, 2003, (the “Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K.

Index to Exhibits appears on page 47.

CABLE DESIGN TECHNOLOGIES CORPORATION

Table of Contents

		Page
PART I
Item 1.	Business	1
Item 2.	Properties	6
Item 3.	Legal Proceedings	6
Item 4.	Submission of Matters to a Vote of Security Holders	6
PART II
Item 5.	Market for the Registrant’s Common Stock and Related Stockholder Matters	7
Item 6.	Selected Financial Data	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7a.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	39
Item 9a.	Controls and Procedures	39
PART III
Item 10.	Directors and Executive Officers of the Registrant	39
Item 11.	Executive Compensation	40
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	40
Item 13.	Certain Relationships and Related Transactions	40
Item 14.	Principal Accountant Fees and Services	40
PART IV
Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K	41
	Signatures	44

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Certain of the statements in this Annual Report on Form 10-K are forward-looking statements, including, without limitation, statements regarding future financial results, profits and performance and other beliefs, expectations or opinions of the Company and its management. You can identify these forward-looking statements by our use of the words “believes,” “anticipates,” “plans,” “expects,” “will,” “would,” “intends,” “estimates,” and similar expressions, whether stated in the affirmative or the negative. We make these forward-looking statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to various risks and uncertainties, many of which are outside the control of the Company, including those risk factors described in this Annual Report on Form 10-K and our other Securities and Exchange Commission filings. The information contained herein represents management’s best judgment as of the date hereof based on information currently available; however, the Company does not intend to update this information to reflect developments or information obtained after the date hereof and disclaims any legal obligation to the contrary.

PART I.

When used in this Annual Report on Form 10-K, the terms “CDT,” “we,” “our” and “us” refer to Cable Design Technologies Corporation and its consolidated subsidiaries, unless otherwise specified. Unless otherwise indicated, references to fiscal years are to years ended July 31.

ITEM 1. BUSINESS

Available Information

CDT makes available, free of charge through its Internet website at www.cdtc.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.

General

We are a leading worldwide designer, manufacturer and distributor of advanced connectivity products for the global network communication and specialty electronic marketplaces. We operate 24 manufacturing facilities in nine countries throughout North America and Europe, and our products are sold in over 80 countries. Our manufacturing capabilities allow us to serve global markets and produce products in locations that are close to their end markets.

We have developed, both internally and through acquisitions, an extensive product line that includes individual network components, cabling racks, panels, switches, media converters, fiber optic assemblies, and patch cords, as well as wire and cable products used in specialty electronic data and signal transmission. Our business consists of two segments: Network Communication and Specialty Electronic.

Network Communication. Our Network Communication business serves an important part of the premise network infrastructure, which continues to undergo significant changes as the convergence of voice, video and data and the use of more sophisticated networks require greater bandwidth. Network Communication encompasses connectivity products used within local area computer networks and communication infrastructures for the electronic and optical transmission of data, voice and multimedia. We design, manufacture and distribute a broad range of network communication products including high bandwidth network and interconnect cables, fiber optic cable and passive components, including connectors, wiring racks and panels, and interconnecting hardware for end-to-end network structured wiring systems, and communication cable products for central office, wireless and other applications. In addition, we produce products for use in server farms, wireless base stations and telecommunication central office applications.

Specialty Electronic. Our Specialty Electronic business serves various niche markets in the industrial automation, process control, aerospace, automotive and sound, safety and video industries. We design, manufacture and distribute highly engineered wire and cable products, as well as conventional wire and cable products, used in specialty electronic data and signal transmission.

Discontinued Operations. During fiscal 2003, we sold substantially all of the operating assets of our NORCOM operating unit, a manufacturer of outside plant and central office cables located in Kingston, Ontario, Canada. The NORCOM operations were divested as the business did not fit within our strategy of focusing on products that require higher levels of engineering and customer service. As a result of the sale, the NORCOM operations are classified as discontinued operations in all periods presented.

For the fiscal year ended July 31, 2003, we had net sales of $484.7 million. The Network Communication segment generated $283.9 million or 59% of our fiscal 2003 sales while the Specialty Electronic segment generated $200.8 million or 41% of our fiscal 2003 sales. For fiscal 2002, we had net sales of $501.6 million. The Network Communication segment generated $295.4 million or 59% of such sales while the Specialty Electronic segment generated $206.2 million or 41% of such sales.

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Network Communication Segment

The Network Communication segment encompasses connectivity products for the electronic and optical transmission of data, voice, and multimedia over local and wide area networks. Products in this segment include high performance fiber optic and twisted pair and coaxial copper cables and connectors, wiring racks and panels, outlets and interconnecting hardware for end-to-end network structured wiring systems, fiber optic assemblies and patch cords and communication cable products for central office switchboard applications. Demand for our Network Communication products is largely driven by the ongoing convergence of voice, video and data communication, which is increasing the required transmission capacity of premise data and communication networks. As bandwidth requirements increase, corporations and other operators of premise data and communication networks may need to upgrade and replace their existing data and communication infrastructures. As a result, the performance of our Network Communication group is tied to information technology spending by corporations, schools, governments and other entities. Another factor in demand is office space growth and upgrades to computer and communication infrastructures.

Local Area Network (LAN) Systems. LANs typically consist of one or more computers, peripheral devices, software and interconnecting cables, connectors and accessories. The interconnecting cables can be copper, fiber or a composite cable including both copper and fiber. Due to the expense and increased difficulty of installing fiber cable as compared to copper cables and the cost of transmitters, repeaters and other electronics required for a fiber optic system, fiber cables have generally been limited to riser applications and backbone parts of the local area network. Copper cables, while still used in riser and backbone applications, are predominant in premise wiring and horizontal portions of network systems. In addition, each network system, whether fiber or copper, includes a large number of other structured wiring components, such as connectors, patch panels, outlets and racks. Wireless LAN systems have made inroads in certain LAN applications. While our cables and certain other components can be utilized in connection with a wireless LAN system, we do not currently offer such a system or manufacture non-cable components that are required for such a system.

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We manufacture and sell fiber optic, copper and composite cables, connectors, rack enclosures and cabinets, fiber optic splitters and couplers and other passive components used in LAN systems. Our connectors include our patented Optimax^TM and Quick Connect^TM fiber optic connectors and our high performance GigaFlex^TM copper connector series. In addition, we offer “plug & play” fiber optic cabling systems. We are also one of a few companies that manufactures and sells a fully integrated end-to-end warranted network structured wiring system.

The fiber optic marketplace has been negatively affected by capital expenditure reductions, and as a result our fiber business has decreased significantly from prior years.

Interconnect and Central Office Products. Interconnect products refers to transmission cables that are used inside computers and other electronic equipment, as well as to connect large and small computers to a variety of peripheral devices. Central office products refers to cable used to connect switching and related telecommunications equipment, as well as switchboard cable. We produce both fiber optic and copper cables for such uses. Such markets are tied to the telecommunications industry and have been adversely affected by the capital spending cuts of regional Bell operating companies and other telecommunication providers. Many of the products in this category are manufactured to OEM specifications and often require our engineers to work closely with component engineers during the product design and development process.

Cellular Communication. Wireless communications rely on antenna towers, base station transmission and central office switching, with each application requiring high performance cable and other connectivity products. Greater traffic over cellular networks and changing transmission networks also requires greater switching capabilities and other electronic equipment, which drives demand for our interconnect products. We produce specialized cables used in these applications.

Communications. Communication cables include distribution cables that are used in the telecommunications industry to service business and residential customers in the local loop. The telecommunication industry has severely reduced capital expenditures, which has negatively affected the demand for these products from the spending peaks reached in 2000.

On October 31, 2002, we sold substantially all of the operating assets (consisting principally of accounts receivable, inventory and fixed assets) of our NORCOM operating unit. This operation represented all of our U.S. and Canadian manufacturing and sales of communication distribution cables, our manufacturing and sales of copper multi-pair central office products for Canada, and a portion of our sales of copper multi-pair central office cables for the U.S. The sale reduces our exposure to the telecommunication industry, which we think still has more difficult times ahead and will lag the turnaround in other areas of our business. Sales of telecommunication cable is driven largely by price, which due to overcapacity in the industry, has been under significant pressure. The NORCOM business did not fit within our strategy of focusing on products that require higher levels of engineering and customer service.

We manufacture and sell communication cables in Europe through our Czech Republic operations. Such operations, when purchased in December 2001, manufactured primarily copper communication cables and communication and medical harnesses. Since its acquisition, we have added the capacity to produce copper and fiber LAN cables. The Czech Republic operation has become a low cost manufacturing center for Europe.

Specialty Electronic Segment

The Specialty Electronic segment includes highly engineered wire and cable products, as well as conventional wire and cable products, covering a broad range of specialized applications and niche markets, including commercial aviation, marine, automotive electronics, medical electronics, electronic testing equipment, and industrial applications, including robotics and electronically controlled factory equipment. Also included are cables for automation applications, such as climate control, premise video distribution and sophisticated security and signal systems involving motion detection; electronic card and video surveillance technologies; process control applications, such as remote signaling and electronic monitoring systems; sound applications, such as voice activation, evacuation and other similar systems; and safety applications, such as data transmission cable for advanced fire alarm and safety systems, including cable having improved safety and performance attributes under hazardous conditions. The Specialty Electronic segment also encompasses non-cable related manufacturing activities encompassing precision tire casting and sheet metal fabrication, which are not material to our business. Demand for our Specialty Electronic products is driven in large part by factory automation and robotics applications, premise audio, fire alarm and security applications, commercial and military aircraft construction, upgrading of existing aircraft and the greater electronic sophistication required by products in automotive and other transportation industries.

See Note 13 “Industry and Geographic Segment Information” under Item 8 of this Form 10-K for further segment information.

Raw Materials

        The principal raw materials we use are copper and insulating compounds. Raw materials are purchased on a consolidated basis whenever possible to reduce costs and improve supplier service levels. Copper is purchased from several suppliers. Price terms are generally producers’ prices at time of shipment. We do not generally engage in activities to hedge the underlying value of our copper inventory. Currently, world stocks of and capacity for copper are adequate to meet our requirements. We purchase insulating compounds, including Teflon(R), from various suppliers and, while from time to time there have been shortages of such material, supplies are currently adequate to meet our needs. Certain of our products require bulk uncabled optical fiber singles, which are currently purchased primarily from one supplier. Other materials used include reels, tapes, textiles, chemicals, fiber optic components and other materials. Currently, we believe supplies of these fiber optic and other materials are adequate to meet our needs.

Customers

We sell our products directly or through distributors to a variety of customers, including OEMs and certified system vendors. We support over 10,000 customers. No single customer accounted for more than 10% of sales in fiscal 2003, 2002 or 2001.

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Competition

The markets served by our products are competitive. Although some of our competitors are substantially larger and have greater resources than we do, we believe that we compete successfully in our markets due to our experienced management and sales teams, manufacturing expertise, breadth of product offerings, large number of customer approved specifications, emphasis on quality and established reputation. In addition, the capital required to enter our business is significant due to the need to purchase or develop specialized equipment and the need to sustain capital investment over time in order to manufacture the newest generations of products.

Backlog

Backlog orders believed to be firm were $40.6 million at July 31, 2003, compared to $43.6 million at July 31, 2002. We believe that substantially all the backlog is shippable within the next twelve months. As many of our products are shipped directly from inventory, and due to changing customer re-ordering practices, backlogs may not be indicative of future sales levels for any period. Generally, customers may cancel orders for standard products without penalty upon thirty days notice.

Research and Development

We engage in research and development activities including new and existing product development. Research and development costs were $4.0 million, $5.0 million and $5.2 million in fiscal 2003, 2002 and 2001, respectively.

International Operations

Information regarding the Company’s international and domestic operations is set forth in Note 13, “Industry and Geographic Segment Information” as presented in the Company’s consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

Environmental Matters

We are subject to numerous federal, state, provincial, local and foreign laws and regulations relating to the storage, handling, emission and discharge of materials into the environment, including the United States Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Clean Air Act, the Emergency Planning and Community Right-To-Know Act and the Resource Conservation and Recovery Act. Various laws and regulations impose liability on current or previous real property owners or operators for the cost of investigating, cleaning up, or removing contamination caused by hazardous or toxic substances at the property. In addition, such laws impose liability for such costs on persons who disposed of or arranged for the disposal of hazardous substances at third-party sites. Such liability may be imposed without regard to legality of the original actions and without regard to whether we knew of, or were responsible for, the presence of such hazardous or toxic substances, and such liability may be joint and several with other parties. If the liability is joint and several, we could be responsible for payment of the full amount of the liability, whether or not any other responsible party is also liable. Regulations of particular significance to us include those pertaining to handling and disposal of solid and hazardous waste, discharge of process wastewater and storm water and release of hazardous chemicals. Although we believe that we are in substantial compliance with such laws and regulations, we may from time-to-time not be in full compliance and may be subject to fines, penalties and/or other remediation costs.

We do not currently anticipate any material adverse effect on our business as a result of compliance with federal, state, provincial, local or foreign environmental laws or regulations. However, some risk of environmental liability and other costs is inherent in the nature of our business, and there can be no assurance that material environmental costs will not arise in the future.

We are named as a third party defendant in People of the State of California v. M&P Investments with various other parties (CIV-S-00-24411 Eastern District, CA). The complaint, brought under federal, state and local statutory provisions, alleges that property previously owned by our predecessor contributed to ground water pollution in the City of Lodi, California. We believe that initial reports prepared on behalf of the City of Lodi show that the property alleged to have been owned by our predecessor is not one of the potential pollution sources. We believe that we have valid defenses to any claimed liability at this site and further believe that the potential liability is not significant. However, because this claim is in its early stages, we cannot predict at this time whether we will eventually be held liable at this site. Additionally, environmental contamination has been identified in the soil and groundwater at a facility we own in Kingston, Ontario. Such contamination occurred prior to our purchase of the business in 1996. Nortel Networks Corp., the prior owner of such facility, has indemnified us, and retained responsibility, for monitoring and, as required, remediation of such contamination. In the event Nortel was unable to pay these obligations, we would be liable for all or most of such obligations. As management currently believes that the probability that a loss will be incurred in connection with the above sites is remote, no liability has been accrued as of July 31, 2003 related to these actions.

While we believe that resolution of these environmental matters will not have a material adverse effect on our business, we can give no assurance that all contamination in which we, or any of our predecessors, are allegedly involved has been identified, that all claims arising out of such contamination have been asserted or that any such claims that may be asserted against us in the future could not involve significant liability.

Employees

As of July 31, 2003, we had approximately 2,920 full-time employees and 630 workers under contract manufacturing arrangements in Mexico. Approximately 950 of the full-time employees are represented by labor unions. We have not experienced any material work stoppages at our plants and we believe that, in general, our current relations with our employees are good. Union contracts covering approximately 725 employees at various operating units have expired and are currently being negotiated or expire within the next twelve months. There can be no assurance that conflicts will not arise with unions (whether in the context of contract negotiations or otherwise) or other employee groups or that such conflicts would not have a material adverse effect on our business.

4

Risk Factors

Our net sales, net income and growth depend largely on the North American and European economies and the network infrastructure, information technology, telecommunications and OEM marketplaces. Our ability to sell our products is largely dependent on the amount spent by companies in the U.S. and abroad on information technology and on building or reconfiguring their network infrastructure. Over the past few years many companies have significantly reduced their information technology budgets, and construction activity that necessitates the building or modification of network infrastructures has slowed considerably. In the event that these marketplaces do not improve, or if they were to get worse, we could suffer decreased sales and net income (or net losses) and be required to enact further restructurings. Such events could, among other things, have a negative impact on our cash flow.

Because we operate in markets that experience rapid technological change, certain of our products could become obsolete or marketplaces in which we sell could become more competitive. Many of the markets that we serve are characterized by rapid technological change. We believe that our future success will depend in part upon our ability to enhance existing products and to develop or acquire new products that meet or anticipate such changes. The failure to successfully introduce new or enhanced products on a timely and cost-competitive basis could have a material adverse effect on our business. At the same time, however, the introduction of new or enhanced products tends to have the effect of reducing the prices at which we can sell some of our existing product lines, which may harm our net sales and profitability.

Many of our network cable products are subject to various industry standards. Many of such standards, particularly for newer high bandwidth cable products, are still being developed. In the event we are unable to meet such standards when adopted, or if the implementation of such standards was delayed, our business could be adversely affected.

Fiber optic and wireless technologies represent substitutes for copper based cable products. A significant decrease in the cost and complexity of installation of fiber optic systems, or increase in the cost of copper based systems, could make fiber optic systems superior on a price performance basis to copper systems and may have a material adverse effect on our business. Also, wireless technology, as it relates to premise network and communication systems, may represent a threat to both copper and fiber optic cable based systems by reducing the need for premise wiring. While we sell fiber optic cable and components and cable that is used in certain wireless applications, if fiber optic systems or wireless technology were to significantly erode the markets for copper based systems or, in the case of wireless technology, fiber optic based systems, our sales of fiber optic and wireless products may not be sufficient to offset any decrease in sales or profitability of other products that may occur.

Price fluctuations or shortages of raw materials could adversely affect our operations. Copper is a principal raw material purchased by us and our sales may be affected by the market price of copper. Significant fluctuations in the price of copper or other raw materials could have a negative effect on our business. We generally do not engage in hedging transactions for copper or other raw materials and we may not be able to pass on increases in the price of copper and other raw materials to our customers. The inability of suppliers to supply raw materials used in our production could have a material adverse effect on our business until a replacement supplier is found or substitute materials are approved for use.

Our business is subject to the economic and political risks of maintaining facilities and selling products in foreign countries. During fiscal 2003, 47% of our sales were in markets outside the United States. Our operations may be adversely affected by significant fluctuations in the value of the U.S. dollar against foreign currencies or by the enactment of exchange controls or foreign governmental or regulatory restrictions on the transfer of funds. Furthermore, our foreign operations are subject to risks inherent in maintaining operations abroad such as economic and political destabilization, international conflicts, restrictive actions by foreign governments, nationalizations and adverse foreign tax laws.

Our markets are competitive. We are subject to competition from a substantial number of international and regional competitors, some of which have greater financial, engineering, manufacturing and other resources than we do. Our competitors can be expected to continue to improve the design and performance of their products and to introduce new products with competitive price and performance characteristics. Also, such competitive markets have in the past, including during fiscal 2003, placed significant pricing pressures on most products we manufacture. Such competitive pricing pressures could continue and adversely affect our net sales, margins and net income.

Potential environmental, product, warranty or other liabilities could adversely impact our financial position. Risk of environmental, product and warranty liabilities, and other costs associated therewith, are inherent in the nature of our business. Although we do not currently know of any material environmental, product or warranty liabilities, we cannot assure you that such costs will not arise in the future.

Losing the services of key personnel or adverse relations with employees could harm our business. Our continued success depends on the efforts and abilities of our executive officers and other key employees. The loss of any of our executive officers or other key employees could adversely affect our operations. In addition, in connection with the relocation of our principal executive officers and the corporate financial organization to Schaumburg, Illinois and the creation of a shared services organization, we may experience disruption or other issues if we are unable to staff key positions in our new offices or prematurely lose the services of employees who have elected not to relocate or who are not being moved to the shared services organization. Our ability to attract and retain quality employees in all disciplines is important to our future success. See also “Business-Employees”.

Many of our products are sold through distribution. While we deal with many distributors, there are a number of significant distributors in the U.S. Any consolidation or insolvency of these distributors could potentially have adverse effects, including reduced ability to access the end marketplace and, in the case of insolvency, credit exposure related to amounts due from these distributors.

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We may not be able to successfully identify, finance or integrate acquisitions. Growth through acquisition has been, and is expected to continue to be, an important part of our strategy. We cannot assure you that we will be successful in identifying, financing and closing acquisitions at favorable prices and terms. Potential acquisitions may require us to obtain additional or new financing, and such financing may not be available on terms acceptable to us, or at all. Further, we cannot provide assurance that we will be successful in integrating any such acquisitions that are completed. Integration of any such acquisitions may require substantial management, financial and other resources and may pose risks with respect to production, customer service and market share of existing operations. In addition, we may acquire businesses that are subject to technological or competitive risks, and we may not be able to realize the benefits expected from such acquisitions.

Anti-takeover provisions could delay or prevent a change in control or adversely impact the price of our common stock. Provisions of our Rights Plan and our certificate of incorporation, and provisions of the Delaware General Corporation Law could each have the effect of deterring hostile takeovers or delaying, deterring or preventing a change in control of the Company, including transactions in which stockholders might otherwise receive a premium for their shares over current market prices.

ITEM 2. PROPERTIES

The Company uses various owned or leased properties as manufacturing facilities, warehouses, and sales and administration offices. The Company believes that current facilities, together with planned expenditures for normal maintenance, capacity and technological improvements, will provide adequate production capacity to meet expected demand for its products.

At July 31, 2003, the Company operated a total of 36 manufacturing facilities and warehouses of which (a) the locations in North America had approximately 2.0 million square feet, of which 0.6 million square feet were leased, and of which approximately 1.3 million and 0.7 million square feet are utilized by businesses in the Network Communication and Specialty Electronic segments, respectively; and (b) the locations outside of North America had approximately 1.3 million square feet, of which 0.6 million square feet were leased, and of which approximately 0.7 million and 0.6 million square feet are utilized by businesses in the Network Communication and Specialty Electronic segments, respectively. The locations outside of North America include facilities located in Germany, Italy, Sweden, Denmark, the Czech Republic and the United Kingdom. Additionally, manufacturing facilities of approximately 0.2 million square feet are operated by third parties for the benefit of the Company in Nogales and Tijuana, Mexico pursuant to contract manufacturing arrangements.

ITEM 3. LEGAL PROCEEDINGS

We are a party to various legal proceedings and administrative actions, all of which are of an ordinary or routine nature, incidental to the operations. We believe that these proceedings and actions should not, individually or in the aggregate, have a material adverse effect on our results of operations or financial condition. See also Item I., Business-Environmental Matters, and Note 15 “Commitments and Contingencies” included in Part II Item 8., Financial Statements and Supplementary Data.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year covered by this report, no matter was submitted to a vote of security holders.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our common stock is listed on the New York Stock Exchange under the symbol “CDT”. As of October 24, 2003, there were 230 holders of record of the Company’s Common Stock. The following table sets forth the range of high and low sale prices of our common stock during the fiscal quarters indicated.

Fiscal Year Ended July 31,

	High		Low
2003:
Fourth quarter	$	8.41	$	5.76
Third quarter	$	7.13	$	4.27
Second quarter	$	8.69	$	4.86
First quarter	$	7.17	$	4.40
2002:
Fourth quarter	$	13.74	$	6.25
Third quarter	$	13.56	$	11.46
Second quarter	$	15.27	$	12.14
First quarter	$	15.80	$	10.45

The Company did not declare cash dividends on the common stock during the periods set forth above, and does not anticipate paying any cash dividends in the foreseeable future.

On July 8, 2003, we consummated the sale of $110,000,000 of our 4.00% Convertible Subordinated Debentures due July 15, 2023, in a private offering conducted in reliance upon Rule 144A of the Securities Act of 1933, as amended. After deducting fees and expenses, we received approximately $106.3 million from the sale of the debentures. Credit Suisse First Boston served as the underwriter of the offering, and all the debentures were sold to qualified institutional buyers as defined in Rule 144A.

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ITEM 6. SELECTED FINANCIAL DATA

The table below provides the required selected financial data for the Company, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented under Part II, Item 7 of this Annual Report on Form 10-K, and the Company’s financial statements and notes thereto presented under Part II, Item 8 of this Annual Report on Form 10-K.

	For the Year Ended July, 31,
	2003			2002		2001		2000		1999
(In thousands, except per share information)
Summary Statement of Operations Data:
Net sales	$	484,663		$	501,612	$	652,412	$	689,474	$	589,139
Gross profit		113,955			128,058		189,266		205,905		172,662
Income from operations		4,358			17,344		47,158		87,976		58,874
Net (loss) income from continuing operations before cumulative effect of change in accounting principle		(3,019	)		4,900		18,003		44,384		24,858
Diluted (loss) earnings per common share from continuing operations before cumulative effect of change in accounting principle	$	(0.07	)	$	0.11	$	0.40	$	1.01	$	0.57
Balance Sheet Data:
Total assets	$	492,953		$	593,845	$	584,396	$	615,353	$	595,100
Long-term debt, net of current maturities	$	112,730		$	108,908	$	5,413	$	153,336	$	171,727
Total debt, including short-term obligations	$	114,690		$	111,900	$	129,230	$	162,804	$	218,667
Other Data:
Capital expenditures	$	6,655		$	12,559	$	38,082	$	22,028	$	25,262
Diluted weighted average common shares outstanding		44,345			44,631		44,927		44,086		43,693

The Company did not declare cash dividends on the common stock during any of the periods set forth above.

Financial data, other than the financial data in the consolidated statements of cash flows and related cash flow information, for all periods presented have been restated to reflect discontinued operations treatment for the NORCOM operations which were sold during fiscal 2003.

Effective August 1, 2002, all shipping and handling costs have been included in cost of sales, and such information has been reclassified in prior financial statements to conform to the current year presentation. Such costs were historically classified as a component of either cost of sales or selling, general and administrative expenses, depending on the specific operating unit.

See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion of events that affect the comparability of financial information for fiscal years 2001 through 2003.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our consolidated results of operations and financial condition should be read in conjunction with the Consolidated Financial Statements of the Company and the Notes thereto included under Part II, Item 8 of this Annual Report on Form 10-K.

We are a leading designer, manufacturer and distributor of advanced connectivity products for the global network communication and specialty electronic marketplaces. Network communication encompasses connectivity products for the electronic and optical transmission of data, voice and multimedia over local and wide area networks. Products in this segment include high bandwidth network and interconnect cables, fiber optic cable and passive components, including connectors, wiring racks and panels, and interconnecting hardware for end-to-end network structured wiring systems, and communication cable products for central office, wireless and other applications. The Specialty Electronic segment includes highly engineered wire and cable products, as well as conventional wire and cable products, covering a broad range of specialized applications and niche markets, including commercial aviation and marine, automotive electronics, medical electronics, electronic testing equipment, and industrial applications, including robotics and electronically controlled factory equipment. Also included are cables for automation applications, such as climate control, premise video distribution and sophisticated security and signal systems involving motion detection; electronic card and video surveillance technologies; process control applications, such as remote signaling and electronic monitoring systems; sound applications, such as voice activation, evacuation and other similar systems; and safety applications, such as data transmission cable for advanced fire alarm and safety systems, including cable having improved safety and performance attributes under hazardous conditions. Included in the Specialty Electronic segment are non-cable related manufacturing activities encompassing precision tire casting and sheet metal fabrication which are not material to our business

Reclassification of Shipping and Handling Costs

Shipping and handling costs incurred for the delivery of goods to customers were historically classified as either cost of sales or selling, general and administrative expenses (“SG&A”), depending on the specific operating unit. Effective August 1, 2002, all shipping and handling costs have been included in cost of sales, and prior year statements have been reclassified to conform to the current year presentation.

Results of Operations

The following table presents selected information from our consolidated statements of operations, expressed as a percentage of net sales:

Year Ended July 31,	2003		2002		2001
Net sales	100.0	%	100.0	%	100.0	%
Cost of sales	76.5		74.5		71.0
Gross profit	23.5		25.5		29.0
Selling, general and administrative expenses	19.2		19.5		18.3
Research and development expenses	0.8		1.0		0.8
Income from operations	0.9		3.5		7.2
Net (loss) income from continuing operations before cumulative effect of accounting change	(0.6	)	1.0		2.8

Year Ended July 31, 2003 Compared With Year Ended July 31, 2002

Sales for fiscal 2003 decreased $16.9 million, or 3%, to $484.7 million compared to sales of $501.6 million for fiscal 2002. The favorable impact of currency exchange rates on international revenue represented approximately a 4% increase in fiscal 2003 sales, and incremental fiscal 2003 sales attributable to a Network Communication business acquired in fiscal 2002 contributed approximately 3% to fiscal 2003 sales. These increases were more than offset by lower sales volumes and decreased selling prices. Network Communication segment sales decreased $11.5 million, or 4%, to $283.9 million for fiscal 2003 compared to $295.4 million for fiscal 2002, and Specialty Electronic segment sales declined $5.4 million, or 3%, to $200.8 million for fiscal 2003 compared to $206.2 million for fiscal 2002. Within the Network Communication segment, sales of network products declined 4% due to decreases in selling prices and lower demand for structured wiring products, particularly in the U.S. and Southeast Asia regions. Sales of products for the telecommunication market decreased 3%, as the additional sales of an acquired business in Eastern Europe helped to offset decreases in sales by our existing businesses of these products in the U.S. and Western Europe. The decrease in sales for the Specialty Electronic segment was primarily due to lower sales of commercial aviation products due to reduced demand from aircraft manufacturers.

Sales outside of North America were $178.7 million for fiscal 2003, an increase of 9% compared to sales of $163.7 million for fiscal 2002. The increase in sales outside of North America was primarily due to the additional sales of an acquired business in Europe and the favorable effect of currency translation.

Gross profit for fiscal 2003 was $114.0 million compared to $128.1 million for fiscal 2002, and the gross margin was 23.5% compared to 25.5% last year. The decrease in gross margin was primarily a result of decreases in the selling prices of our network connectivity products for the Network Communication segment.

        SG&A decreased $4.9 million, or 5%, to $93.2 million for fiscal 2003 compared to $98.1 million for fiscal 2002. The decrease in SG&A was primarily due to reduced employee costs resulting from our efforts to reduce expenses in response to economic conditions as well as lower sales volume related expenses. SG&A as a percentage of sales decreased to 19.2% this year compared to 19.5% for fiscal 2002. Research and development expenses decreased $1.0 million to $4.0 million compared to $5.0 million in fiscal 2002.

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During fiscal 2003 we incurred business restructuring expenses of $12.4 million ($7.9 million, net of tax) associated with the implementation of various cost saving initiatives, including the consolidation of four facilities into other operations, the planned divestiture of our AWI/CDT operation, and workforce reductions company wide. The restructuring expenses include severance and other employee termination costs of approximately $5.3 million, asset impairment charges, net of recoveries, of approximately $5.8 million, future rent payments under noncancelable operating leases of $0.8 million, and other costs associated with the facility consolidations of $0.5 million. Business restructuring expenses of $5.6 million ($3.3 million, net of tax) were incurred in fiscal 2002, including $3.4 million of severance costs associated with workforce reductions and a $2.2 million charge associated with property and equipment to be held for sale and other costs incurred in connection with the closing of the Company’s wireless assembly facility. Approximately $10.7 million of the fiscal 2003 and $4.9 million of the fiscal 2002 restructuring expenses were associated with operations in the Network Communication segment.

Net interest expense decreased $1.3 million to $5.5 million for fiscal 2003 compared to $6.8 million for fiscal 2002, due both to a lower average interest rate and a lower average balance of outstanding debt.

The Company’s tax benefit of $0.1 million in fiscal 2003 was a result of the Company having pretax profits in relatively higher tax rate jurisdictions and pretax losses in lower tax rate jurisdictions. Tax expense for fiscal 2002 was $4.5 million, and the effective tax rate in fiscal 2002 of 46.3% was higher than the U.S. federal statutory rate primarily due to the unfavorable relative effect of permanent non-deductible expenses on lower pretax income, as well as an unfavorable effect due to the geographical mix of taxable earnings.

Diluted loss per common share from continuing operations before cumulative effect of accounting change was $0.07 for fiscal 2003 compared to diluted earnings per common share before cumulative effect of accounting changes of $0.11 for fiscal 2002. Net loss from continuing operations before cumulative effect of accounting change was $3.0 million for fiscal 2003 compared to net income from continuing operations before cumulative effect of accounting change of $4.9 million for fiscal 2002. The fiscal 2003 net loss from continuing operations before cumulative effect of accounting change compared to fiscal 2002 net income from continuing operations before cumulative effect of accounting change was primarily due to the effect of the lower sales volume, the lower gross margin and increase in expense related to business restructuring activities.

On October 31, 2002, we sold substantially all of the operating assets of our NORCOM operating unit, a manufacturer of outside plant and central office cable for the U.S. and Canadian marketplaces. Results of the discontinued NORCOM business are presented as discontinued operations in the accompanying financial statements. Net loss from discontinued operations was $32.8 million, net of tax benefit of $13.1 million, for fiscal 2003 compared to net loss of $1.3 million, net of tax benefit of $0.6 million, for fiscal 2002. The fiscal 2003 net loss includes a $32.2 million net of tax loss on the sale.

We adopted Statement of Financial Accounting Standards (“SFAS”) 142, Goodwill and Other Intangible Assets, effective August 1, 2002. SFAS 142 required that amortization of goodwill and intangible assets with indefinite lives cease as of August 1, 2002 and that the recorded value of goodwill and other indefinite lived intangible assets be reviewed annually, or more frequently if impairment indicators arise, for impairment. The implementation of SFAS 142 resulted in a non-cash goodwill impairment charge of $35.7 million, net of tax, which was recorded retroactively in fiscal 2003 to August 1, 2002 as a cumulative effect of accounting change. Our historical recorded value of goodwill related primarily to our Specialty Electronic business units, and $30.9 million, net of tax, of the goodwill impairment charge related to reporting units in this segment.

Year Ended July 31, 2002 Compared With Year Ended July 31, 2001

Sales for fiscal 2002 decreased $150.8 million, or 23%, to $501.6 million compared to sales of $652.4 million for fiscal 2001. Sales attributable to acquisitions, which were primarily in the Network Communication segment, represented approximately 7% of fiscal 2002 sales. Network Communication segment sales decreased 26% to $295.4 million for fiscal 2002 compared to sales of $401.9 million for fiscal 2001. The lower sales for this segment were primarily due to the slowdown in both the U.S. and European economies, and in the telecommunication marketplace that began in the second half of our 2001 fiscal year. Sales of products for the telecommunication market continue to be affected by very low demand, decreasing 65% from fiscal 2001 excluding sales attributable to acquired businesses. Network product sales decreased 22%, primarily due to a 60% decline in sales of the lower performance Category 5 cable and a 24% decline in sales of connectivity products. Sales of the higher performance gigabit network cable remained relatively stable from fiscal 2001, with slightly increased volumes and improved product mix offsetting the negative impact of declines in pricing. Specialty Electronic segment sales decreased 18% to $206.2 million for fiscal 2002 compared to $250.5 million for fiscal 2001. The reduction in sales for this segment was primarily due to lower sales of industrial cables, due to lower demand from electronic equipment manufacturers in response to the economic slowdown.

Sales outside of North America were $163.7 million for fiscal 2002, a decrease of 9% compared to sales of $179.2 million for fiscal 2001. The decline in international sales was primarily due to lower sales of network and telecommunication related products in Europe, which was partially offset by sales attributable to acquired businesses.

        Gross profit for fiscal 2002 decreased 32% to $128.1 million compared to $189.3 million for fiscal 2001. The decline in gross profit was due to lower sales volumes, as well as lower gross margins in both business segments. The reduction in gross profit was partially mitigated by our cost reduction actions during fiscal 2002. The decrease in the segment gross margins was primarily due to volume inefficiencies and greater pricing pressure for our products. Volume inefficiencies were due to the absorption of manufacturing expenses over lower production levels, particularly for telecommunication equipment related products. Pricing pressures resulted from the slowdown in both the economy and particularly the telecommunication marketplace. Gross profit for fiscal 2002 was also negatively impacted by a $2.7 million provision for slow moving inventory associated with products for the central office telecommunication marketplace. The gross margin for fiscal 2002 was 25.5% compared to 29.0% for fiscal 2001.

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SG&A decreased $21.1 million, or 18%, to $98.1 million for fiscal 2002 compared to $119.2 million for fiscal 2001. The decrease in SG&A was primarily due to lower sales volume related expenses, reduced employee related costs resulting in part from restructuring activities, and a decrease in bad debt provisions. The decline in bad debt expense was partially due to the fact that a $2.9 million bad debt charge was incurred in fiscal 2001 related to the bankruptcy of a customer. The decline in SG&A was partially offset by a $1.3 million fiscal 2002 provision for a lawsuit, the worst-case exposure for which we estimate at $3.0 million. SG&A as a percentage of sales increased to 19.5% this year compared to 18.3% for fiscal 2001. Research and development expenses decreased $0.2 million to $5.0 million compared to $5.2 million in fiscal 2001.

Business restructuring expenses of $5.6 million ($3.3 million, net of tax) were incurred in fiscal 2002, including $3.4 million of severance costs associated with workforce reductions and a $2.2 million charge associated with property and equipment to be held for sale and other costs incurred in connection with the closing of the Company’s wireless assembly facility. Approximately $4.9 million of the fiscal 2002 restructuring expenses were associated with operations in the Network Communication segment. Business restructuring expenses for fiscal 2001 of $15.3 million ($12.9 million, net of tax) include $3.8 million of severance costs associated with workforce reductions, a non-cash goodwill impairment charge of $9.4 million, and a $2.1 million loss on the sale of a business. Approximately $8.7 million of the fiscal 2001 restructuring expenses were associated with operations in the Network Communication segment.

Net interest expense decreased $2.2 million to $6.8 million for fiscal 2002 compared to $9.0 million for fiscal 2001, due both to a lower average interest rate and a lower average balance of outstanding debt.

The effective tax rate for fiscal 2002 was 46.3% compared to 50.9% for fiscal 2001. For fiscal 2001, $8.9 million of the business restructuring expenses for goodwill impairment and loss on the sale of a business were not deductible for income tax purposes. Excluding the effect of the $8.9 million non-deductible business restructuring expenses, the effective tax rate for fiscal 2001 was 41.1%. The high effective tax rate in fiscal 2002 was primarily due to the unfavorable relative effect of permanent non-deductible expenses on lower pretax income, as well as an unfavorable effect due to the geographical mix of taxable earnings.

Diluted earnings per common share from continuing operations were $0.11 for fiscal 2002 on net income from continuing operations of $4.9 million, compared to $0.40 for fiscal 2001 on net income from continuing operations of $18.0 million. The lower fiscal 2002 net income from continuing operations was primarily due to the effect of the lower sales volume and the lower gross margin percentage.

Net loss from discontinued operations was $1.3 million, or $0.03 per diluted common share for fiscal 2002 compared to net income of $5.5 million, or $0.12 per diluted common share for fiscal 2001.

Liquidity and Capital Resources

We generated $38.4 million, $61.9 million and $58.2 million of net cash from operating activities in fiscal 2003, 2002 and 2001, respectively. The fiscal 2003 decrease from fiscal 2002 was primarily due to less cash being generated through changes in working capital, as well as the lower net income. The increase in fiscal 2002 was primarily due to favorable changes in working capital accounts, which more than offset a decline in net income.

During fiscal 2003 operating working capital decreased $13.4 million. The decrease in operating working capital was primarily the result of decreases in inventory and accounts receivable of $6.3 million and $6.8 million, respectively. The change in operating working capital excludes changes in cash and current maturities of long-term debt.

Net cash provided by investing activities was $5.2 million in fiscal 2003, compared to net cash used for investing activities of $41.8 million in fiscal 2002 and $36.8 million in fiscal 2001. During fiscal 2003, we received $12.1 million from the sale of assets, primarily related to the sale of the NORCOM operations, and expended $6.7 million for capital projects. Fiscal 2002 cash used by investing activities included $12.6 million expended for capital projects and $29.3 million for the acquisition of businesses. In fiscal 2001, we expended $38.1 million for capital projects and received $1.3 million of proceeds from the sale of a business. Capital expenditures in fiscal 2001 included approximately $7.0 million to purchase two previously leased buildings.

        Net cash used by financing activities during fiscal 2003 of $28.5 million included $20.0 million used to purchase approximately 3.2 million shares of our common stock and $4.0 million paid for deferred financing fees. On July 8, 2003, the Company issued $110.0 million aggregate principal amount of unsecured subordinated notes, convertible into shares of common stock at an initial conversion price of $9.0345 per share. The conversion of the notes is subject to the occurrence of certain events, and the conversion price is subject to adjustment under certain circumstances. Interest of 4.0% is payable semi-annually in arrears, commencing January 15, 2004. The notes mature July 15, 2023, if not previously redeemed. The Company may redeem some or all of the notes on or after July 21, 2008 at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest up to the redemption date. Holders may require us to purchase all or part of their notes on July 15, 2008, July 15, 2013 or July 15, 2018 at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest up to the redemption date, in which case the purchase price may be paid in cash, shares of our common stock or a combination of cash and our common stock, at our option. The proceeds from the issuance of the debentures were used to reduce all borrowings under our primary bank revolving credit facility. Net cash used by financing activities during fiscal 2002 of $20.4 million included $21.3 million to reduce debt and $1.5 million for payment of deferred financing fees, which were partially offset by $2.4 million received from the exercise of stock options and issuance of common stock pursuant to our employee stock purchase plan. Fiscal 2001 net cash used by financing activities of $22.7 million included $28.7 million of cash used to reduce debt and $6.0 million received from the exercise of stock options and issuance of common stock.

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In connection with the issuance of the convertible notes, the Company repaid all amounts outstanding under its $150.0 million U.S. credit facility, including amounts outstanding under its $65.0 million revolving Canadian facility, which facility was supported by a letter of credit under the U.S. facility, and reduced the availability under the U.S. facility to $10.0 million. The U.S. facility was subsequently terminated on August 11, 2003, except with respect to $2.3 million of letters of credit that remain outstanding. The bank issuing the letters of credit remains the sole lender under such facility. There were no borrowings outstanding under the U.S. facility as of July 31, 2003, other than the $2.3 million of letters of credit.

Our principal sources of liquidity in the short-term are cash and cash equivalents and cash flows provided by operations. We are reviewing the potential implementation of a new credit facility to serve as an additional source of funds.

Based on current expectations for our business, management believes that our available cash, cash flow from operations and our ability to secure a new credit facility will provide us with sufficient liquidity to meet our current liquidity needs.

Off-Balance Sheet Arrangements

We have not conducted any transactions or have any obligations or relationships that could be considered off-balance sheet arrangements.

Contractual Obligations and Commercial Commitments

The following table summarizes our significant contractual obligations as of July 31, 2003:

	Payments Due per Period
	Total Payments Due		2004		2005		2006		2007		2008		Thereafter
(Dollars in thousands)
Long-term debt	$	113,492	$	1,441	$	663	$	668	$	484	$	236	$	110,000
Capital leases		1,198		519		387		262		30		—		—
Operating leases		15,868		5,342		4,310		3,077		1,204		1,106		829
Total contractual cash obligations	$	130,558	$	7,302	$	5,360	$	4,007	$	1,718	$	1,342	$	110,829

In July 2002 the Company entered into a sublease agreement for one of its facilities. The Company remains primarily liable under the terms of the original lease, therefore operating lease payments presented above include all amounts due under the original lease agreement, and have not been reduced by anticipated sublease income. The Company received $0.6 million and $0.1 million from sublease rentals in fiscal 2003 and 2002, respectively. There were no sublease rentals in fiscal 2001.

In addition to the above contractual obligations, the Company had outstanding letters of credit of $2.3 million and $1.9 million as of July 31, 2003 and 2002, respectively. As of July 31, 2003 and 2002, the Company also maintained a $1.2 million bond in connection with workers’ compensation self-insurance in the state of Massachusetts.

Critical Accounting Policies

We prepare our consolidated financial statements and accompanying notes in accordance with accounting principles generally accepted in the United States of America. Preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales, and expenses. We base our estimates on historical experience and various other assumptions that we believe to be reasonable based on specific circumstances. On an on-going basis, we evaluate our estimates, including those related to sales rebates and allowances, product returns, bad debts, inventory obsolescence, long-lived assets, restructuring, pension and other post-retirement benefits, income taxes, and contingencies and litigation, and revise our estimates when changes in events or circumstances indicate that revisions may be necessary. Actual results may differ from these estimates. We believe that the following critical accounting policies require more significant judgments and estimates used in the preparation of our consolidated financial statements.

Provisions for sales rebates, discounts, allowances, price protection programs and product returns are estimated based on historical experience, contract terms, inventory levels at distributors, and other factors. A decline in market conditions could result in increased estimates of these amounts, resulting in an incremental reduction of net sales. Allowances for bad debts are estimated based on past collection history and specific risks identified in our outstanding accounts receivable. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

We maintain reserves to reduce the value of inventory based on the lower of cost or market principle. The net realizable market value of inventory is estimated based on current levels and aging of inventory on hand, forecasted demand, market conditions, and other factors. Changes in these factors, including fluctuations in market conditions, could result in additional inventory write-downs.

We evaluate the recoverability of long-lived assets on an ongoing basis when events or circumstances indicate that the carrying amount of any such asset may not be fully recoverable. Our evaluation of potential impairment is based upon market prices, if available, or assumptions about the estimated future undiscounted cash flows that these assets are expected to generate. Judgment is required in determining the timing of the testing, and in the assumptions regarding estimates of future cash flows, which are subject to significant uncertainty.

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We test goodwill and other indefinite lived intangible assets for impairment at least annually, or when events or circumstances indicate that the carrying amount of any such asset may not be fully recoverable. Potential impairment is identified by comparing the fair value of the asset or, in the case of goodwill, the fair value of the reporting unit, to its carrying value. The fair value is estimated based upon discounted cash flow analyses. Judgment is required in determining the assumptions regarding estimates of future cash flows, and changes in estimated cash flows could have a significant impact on whether an asset is impaired and the amount of the impairment.

Accruals for the costs of restructuring activities are recorded in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities.

We sponsor defined benefit and postretirement plans for certain of our employees and retirees. We account for these plans in accordance with SFAS No. 87, Employers’ Accounting for Pensions, SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other than Pensions, and SFAS No. 112, Employers’ Accounting for Postemployment Benefits. Accounting for the costs of these plans requires estimation of the cost of the benefits to be provided in the future. This estimation requires management’s judgment about the expected rate of return on plan assets, the discount rate used to determine the obligation, rate of future compensation increases, future health care costs and withdrawal and mortality rates, among other things. Changes in actuarial assumptions could significantly impact the future potential liability and funding requirements of the Company’s defined benefit and postretirement plans, and differences between our estimates and actual results may significantly affect the cost of our obligations under these plans.

We estimate our tax liability based on current tax laws in the statutory jurisdictions in which we operate. These estimates include judgments about deferred tax assets and liabilities resulting from temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. Fluctuations in the actual outcome of these future tax consequences, including changes in tax laws, could result in potential significant losses or gains. Additionally we evaluate the need for a reserve on deferred tax assets based on our evaluation of recoverability.

We accrue for contingencies in accordance with SFAS No. 5, Accounting for Contingencies, when it is probable that a liability or loss has been incurred and the amount can be reasonably estimated. Contingencies by their nature relate to uncertainties that require our exercise of judgment both in assessing whether or not a liability or loss has been incurred and estimating the amount of probable loss.

Effects of Inflation

We do not believe that inflation had a significant impact on our results of operations for the periods presented. On an ongoing basis, the Company attempts to minimize any effects of inflation on its operating results by controlling costs of operations and, whenever possible, seeking to ensure that selling prices reflect increases in costs due to inflation.

Fluctuation in Copper Price

The cost of copper in inventories, including finished goods, reflects purchases over various periods of time ranging from one to several months for each of the Company’s operations. For certain communication cable products, profitability is generally not significantly affected by volatility of copper prices as selling prices are generally adjusted for changes in the market price of copper, however, differences in the timing of selling price adjustments do occur and may impact near term results. For other products, although selling prices are not generally adjusted to directly reflect changes in copper prices, the relief of copper costs from inventory for those operations having longer inventory cycles may affect profitability from one period to the next following periods of significant movement in the cost of copper. We do not generally engage in activities to hedge the underlying value of our copper inventory.

New Accounting Standards

In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 143, Accounting for Asset Retirement Obligations (“SFAS 143”). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets. We adopted SFAS 143 effective August 1, 2002, and the adoption did not have a material impact on our consolidated financial statements.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”). SFAS 144 supersedes SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and provides further guidance regarding the accounting and disclosure of long-lived assets. We adopted SFAS 144 effective August 1, 2002. In accordance with the provisions of SFAS 144, the sale of NORCOM was accounted for as a discontinued operation. Other than accounting for the sale of NORCOM as discontinued operations, the adoption of SFAS 144 did not have a material impact on our consolidated financial statements.

In November 2002, the FASB issued Interpretation No. 45, Guarantors’ Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (“FIN 45”). FIN 45 provides guidance on disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued and clarifies (for guarantees issued after January 1, 2003) that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The adoption of FIN 45 has not had a material impact on our results of operations, financial position or cash flows.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure (“SFAS 148”), which amends SFAS No. 123, Accounting for Stock-Based Compensation. SFAS 148 provides alternative methods of transition for companies that voluntarily change to the fair value-based method of accounting for stock-based employee compensation, and also requires expanded disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. We have adopted the disclosure only requirements of SFAS 148 effective February 1, 2003, and SFAS 148 did not have a material impact on our results of operations, financial position or cash flows.

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In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”). FIN 46 addresses the requirement for business enterprises to consolidate any variable interest entities in which they are determined to be the primary economic beneficiary as a result of their variable economic interest. FIN 46 requires disclosures about the variable interest entities that a company is not required to consolidate, but in which it has a significant variable interest. As of July 31, 2003, the Company does not have any variable interest in variable interest entities. The adoption of FIN 46 did not have an impact on our consolidated financial statements.

In January 2003, the Emerging Issues Task Force (“EITF”) issued EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. EITF 00-21 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how the arrangement consideration should be measured and allocated to the separate units of accounting in the arrangement. EITF 00-21 does not change otherwise applicable revenue recognition criteria. EITF 00-21 is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. EITF 00-21 has not had an impact on the Company’s consolidated financial statements.

In April 2003, the FASB issued SFAS No. 149, Amendments of Statement 133 on Derivative Instruments and Hedging Activities (“SFAS 149”). SFAS 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of SFAS 149 has not had a material impact on our results of operations, financial position or cash flows.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (“SFAS 150”). SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 is effective for instruments entered into or modified after May 31, 2003, and otherwise is effective for the first interim period beginning after June 15, 2003. The adoption of SFAS 150 has not had a material impact on our results of operations, financial position or cash flows.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks, primarily related to changes in foreign currency exchange rates, interest rates and certain commodity prices, which arise from transactions that are entered into in the normal course of business. We seek to minimize these risks through our normal operating and financing activities and, when considered appropriate, through the use of derivative financial instruments. We do not hold derivative financial instruments for trading purposes.

Interest Rate Sensitivity

As of July 31, 2003, the Company did not have any variable rate debt obligations outstanding. See Note 6 “Financing Arrangements” of the Notes to Consolidated Financial Statements for components of the Company’s debt.

Foreign Currency Exchange Rates

We have operating subsidiaries located in various countries outside of the United States, including Canada, Germany, the United Kingdom, the Czech Republic, Italy, Sweden and Denmark. Foreign currency exposures may arise from transactions entered into by our subsidiaries that are denominated in currencies other than the functional currency of the subsidiary, as well as from foreign denominated revenue and profit translated into U.S. dollars. We periodically enter into foreign currency forward contracts to hedge certain balance sheet exposures against future movements in foreign exchange rates. Our strategy is to negotiate the terms of the derivatives such that they are highly effective, resulting in the change in the fair value of the derivatives largely offsetting the impact of the underlying hedged items. Any resulting gains or losses from hedge ineffectiveness are reflected directly in income (see Note 17 “Derivative Financial Instruments and Fair Value of Financial Instruments” under Part II, Item 8 of this Annual Report on Form 10-K for further discussion). Assuming a hypothetical 10 percent increase in the foreign currency exchange rates as of July 31, 2003 and 2002, and holding all other variables constant, the value of foreign currency forward contracts outstanding would have decreased by $0.6 million and $0.7 million as of July 31, 2003 and 2002, respectively.

Commodity Price Risk

Copper is a primary raw material purchased by us and is purchased from several suppliers. Price terms are generally producers’ prices at time of shipment. We do not generally engage in activities to hedge the underlying value of our copper inventory.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Stockholders of Cable Design Technologies Corporation:

We have audited the accompanying consolidated balance sheets of Cable Design Technologies Corporation and subsidiaries as of July 31, 2003 and 2002, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended July 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 5 to the consolidated financial statements, on August 1, 2002 the Company changed its method of accounting for goodwill and other intangible assets to adopt Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania

October 27, 2003

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CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended July 31,	2003			2002			2001
(In thousands, except per share information)
Net sales	$	484,663		$	501,612		$	652,412
Cost of sales		370,708			373,554			463,146
Gross profit		113,955			128,058			189,266
Selling, general and administrative expenses		93,158			98,063			119,202
Amortization of goodwill		—			2,052			2,378
Research and development expenses		4,017			4,988			5,202
Business restructuring expense, net		12,422			5,611			15,326
Income from operations		4,358			17,344			47,158
Interest expense, net		5,528			6,796			9,018
Other (income) expense, net		(18	)		857			57
(Loss) income from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle		(1,152	)		9,691			38,083
Income tax (benefit) provision		(53	)		4,491			19,396
Minority interest in earnings of subsidiaries, net		1,920			300			684
Net (loss) income from continuing operations before cumulative effect of accounting change		(3,019	)		4,900			18,003
Discontinued operations:
(Loss) income from discontinued operations, net of tax (benefit) expense of ($293), ($603) and $2,507, respectively		(636	)		(1,312	)		5,453
Loss on sale of business, net of tax benefit of $12,763		(32,196	)		—			—
Net (loss) income from discontinued operations		(32,832	)		(1,312	)		5,453
Cumulative effect of change in accounting principle, net of tax benefit of $16,757		(35,723	)		—			—
Net (loss) income	$	(71,574	)	$	3,588		$	23,456
Basic (loss) earnings per common share:
Continuing operations before cumulative effect of accounting change	$	(0.07	)	$	0.11		$	0.41
Discontinued operations		(0.74	)		(0.03	)		0.13
Cumulative effect of accounting change		(0.80	)		—			—
	$	(1.61	)	$	0.08		$	0.54
Diluted (loss) earnings per common share:
Continuing operations before cumulative effect of accounting change	$	(0.07	)	$	0.11		$	0.40
Discontinued operations		(0.74	)		(0.03	)		0.12
Cumulative effect of accounting change		(0.80	)		—			—
	$	(1.61	)	$	0.08		$	0.52
Basic weighted average common shares outstanding		44,345			44,244			43,743
Diluted weighted average common shares outstanding		44,345			44,631			44,927

The accompanying notes are an integral part of these consolidated financial statements.

16

CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

July 31,	2003			2002
(In thousands, except share per share information)
ASSETS
Current assets:
Cash and cash equivalents	$	32,701		$	16,754
Trade accounts receivable, net of allowance for uncollectible accounts of $6,149 and $6,319, respectively		79,121			83,619
Inventories		111,589			114,181
Prepaid expenses and other current assets		15,610			14,816
Current deferred income tax asset		14,615			13,292
Assets held for sale		6,648			—
Current assets of discontinued operations		—			29,739
Total current assets		260,284			272,401
Property, plant and equipment, net		204,738			212,976
Goodwill, net		10,980			62,988
Intangible assets, net		3,740			6,232
Other assets		13,211			12,497
Non-current assets of discontinued operations		—			26,751
Total assets	$	492,953		$	593,845
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term obligations	$	—		$	550
Current maturities of long-term debt		1,960			2,442
Accounts payable		28,078			24,855
Accrued payroll and related benefits		14,053			13,904
Accrued taxes		5,565			5,318
Accrued marketing program costs		5,503			4,133
Other accrued liabilities		17,100			16,002
Liabilities held for sale		892			—
Current liabilities of discontinued operations		—			5,491
Total current liabilities		73,151			72,695
Long-term debt		112,730			108,908
Deferred income taxes		424			28,173
Pension and other postretirement benefits		21,756			21,872
Other non-current liabilities		1,988			730
Total liabilities		210,049			232,378
Commitments and contingencies
Minority interest in subsidiaries		7,027			4,567
Stockholders’ equity:
Preferred stock, par value $.01 per share – authorized 1,000,000 shares, no shares issued		—			—
Common stock, par value $.01 per share – authorized 100,000,000 shares, 48,436,803 and 48,090,790 shares issued, respectively		484			481
Paid-in capital		202,544			200,714
Deferred compensation		(727	)		—
Retained earnings		138,478			210,052
Treasury stock, at cost, 6,764,312 and 3,609,738 shares, respectively		(65,188	)		(45,188	)
Accumulated other comprehensive income (loss)		286			(9,159	)
Total stockholders’ equity		275,877			356,900
Total liabilities and stockholders’ equity	$	492,953		$	593,845

The accompanying notes are an integral part of these consolidated financial statements.

17

CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended July 31,	2003			2002			2001
(Dollars in thousands)
CASH FLOW FROM OPERATING ACTIVITIES:
Net (loss) income	$	(71,574	)	$	3,588		$	23,456
ADJUSTMENTS FOR NON-CASH ITEMS TO RECONCILE
NET (LOSS) INCOME TO CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation		17,655			20,417			18,574
Amortization		2,467			3,592			3,969
Cumulative effect of change in accounting principle		52,480			—			—
Asset impairment charges		6,457			1,658			9,391
Loss on sale of assets		45,246			17			2,064
Deferred income taxes		(28,247	)		(342	)		440
Tax benefit of option exercises		51			317			832
Stock compensation expense		538			697			16
CHANGES IN ASSETS AND LIABILITIES NET OF EFFECTS OF BUSINESSES ACQUIRED:
Accounts receivable		6,809			17,850			43,783
Inventories		6,279			30,050			(17,825	)
Prepaid and other current assets		(3,991	)		(316	)		(6,609	)
Accounts payable		1,857			(5,096	)		(19,119	)
Accrued payroll and related benefits		(615	)		(4,483	)		(5,095	)
Accrued taxes		1,363			(889	)		(1,652	)
Other accrued liabilities		(1,096	)		(6,711	)		4,361
Other non-current assets		(917	)		67			168
Other non-current liabilities		3,680			1,463			1,412
Net cash provided by operating activities		38,442			61,879			58,166
CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(6,655	)		(12,559	)		(38,082	)
Acquisition of businesses, including transaction costs, net of cash acquired		(261	)		(29,255	)		—
Proceeds from sale of assets		12,146			55			1,327
Net cash provided by (used in) investing activities		5,230			(41,759	)		(36,755	)
CASH FLOW FROM FINANCING ACTIVITIES:
Net change in demand note borrowings		(597	)		(4,438	)		(426	)
Funds provided by long-term debt		153,144			59,079			29,949
Funds used to reduce long-term debt		(157,528	)		(75,938	)		(58,290	)
Repurchase of common stock		(20,000	)		—			—
Proceeds from common shares issued or issuable		484			980			1,654
Proceeds from exercise of stock options		35			1,441			4,388
Payments of deferred financing fees		(4,037	)		(1,494	)		—
Net cash used in financing activities		(28,499	)		(20,370	)		(22,725	)
Effect of currency translation on cash and cash equivalents		774			2,379			(515	)
Net increase (decrease) in cash and cash equivalents		15,947			2,129			(1,829	)
Cash and cash equivalents, beginning of year		16,754			14,625			16,454
Cash and cash equivalents, end of year	$	32,701		$	16,754		$	14,625

The accompanying notes are an integral part of these consolidated financial statements.

18

CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Common Stock						Common Stock Issuable												Accumulated Other Comprehensive (Loss) Income			Total Stockholders’ Equity
(Dollars in thousands)	Shares	Par Value		Paid-In Capital						Retained Earnings			Treasury Stock			Deferred Compensation
Balance, July 31, 2000	47,362,880	$	316	$	192,956		$	367		$	183,166		$	(48,415	)	$	—		$	(11,846	)	$	316,544
Net income	—		—		—			—			23,456			—			—			—			23,456
Currency translation adjustments	—		—		—			—			—			—			—			(6,265	)		(6,265	)
Comprehensive income																							17,191
Stock split	—		158		—			—			(158	)		—			—			—			—
Exercise of options and related tax benefits	173,119		2		2,558			—			—			—			—			—			2,560
Stock grants	3,816		—		90			—			—			—			—			—			90
Restricted stock grants	38,163		—		900			—			—			—			(600	)		—			300
Issuance of 215,390 shares treasury stock	—		—		(36	)		—			—			2,696			—			—			2,660
Employee stock purchase plan shares issued	94,155		1		1,572			(367	)		—			—			—			—			1,206
Employee stock purchase plan, 28,000 shares issuable	—		—		—			358			—			—			—			—			358
Stock option compensation expense	—		—		16			—			—			—			—			—			16
Balance, July 31, 2001	47,672,133		477		198,056			358			206,464			(45,719	)		(600	)		(18,111	)		340,925
Net income	—		—		—			—			3,588			—			—			—			3,588
Currency translation adjustments	—		—		—			—			—			—			—			10,007			10,007
Additional minimum pension liability adjustment, net of tax of $466	—		—		—			—			—			—			—			(1,055	)		(1,055	)
Comprehensive income																							12,540
Exercise of options and related tax benefits	272,984		3		1,268			—			—			—			—			—			1,271
Stock grants	5,928		—		90			—			—			—			—			—			90
Issuance of 42,400 shares treasury stock	—		—		(133	)		—			—			531			—			—			398
Employee stock purchase plan shares issued	139,745		1		1,336			(358	)		—			—			—			—			979
Stock compensation expense	—		—		97			—			—			—			600			—			697
Balance, July 31, 2002	48,090,790		481		200,714			—			210,052			(45,188	)		—			(9,159	)		356,900
Net loss	—		—		—			—			(71,574	)		—			—			—			(71,574	)
Currency translation adjustments	—		—		—			—			—			—			—			10,972			10,972
Additional minimum pension liability adjustment, net of tax of $940	—		—		—			—			—			—			—			(1,527	)		(1,527	)
Comprehensive loss																							(62,129	)
Exercise of options and related tax benefits	17,069		—		86			—			—			—			—			—			86
Stock grants	11,923		—		75			—			—			—			(75	)		—			—
Restricted stock grants	209,030		2		982			—			—			—			(984	)		—			—
Purchase of 3,154,574 shares treasury stock	—		—		—			—			—			(20,000	)		—			—			(20,000	)
Employee stock purchase plan shares issued	107,991		1		481			—			—			—			—			—			482
Stock compensation expense	—		—		206			—			—			—			332			—			538
Balance, July 31, 2003	48,436,803	$	484	$	202,544		$	—		$	138,478		$	(65,188	)	$	(727	)	$	286		$	275,877

The accompanying notes are an integral part of these consolidated financial statements.

19

NOTES TO FINANCIAL STATEMENTS

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements reflect the application of the following significant accounting policies:

Basis of Presentation

On October 31, 2002, we sold substantially all of the operating assets of our NORCOM operating unit, a manufacturer of outside plant and central office cable for the U.S. and Canadian marketplaces. The NORCOM operations were part of the Company’s Network Communication reporting segment. The NORCOM business was accounted for as a discontinued operation, and therefore, results of operations for the discontinued NORCOM business have been removed from the Company’s results from continuing operations for all periods presented. See Note 12 “Acquisitions and Divestitures” for additional information.

Principles of Consolidation

The consolidated financial statements include the accounts of Cable Design Technologies Corporation and its majority owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Translation of Foreign Currency Financial Statements

The financial statements of foreign subsidiaries are translated using the exchange rate in effect at period end for balance sheet accounts and the average exchange rate in effect during the period for income and expense accounts. Unrealized gains or losses arising from translation are charged or credited directly to accumulated other comprehensive income/(loss), a component of stockholders’ equity. Gains and losses on foreign currency transactions, such as those resulting from the settlement of foreign receivables or payables and short-term intercompany advances, are included in “other (income) expense, net”, in the consolidated statement of operations as they occur. The Company recognized a gain of $0.8 million and losses of $0.6 million and $0.1 million in fiscal 2003, 2002 and 2001, respectively, on such transactions.

Revenue Recognition

Revenue is recognized when goods are delivered and title and risk of loss passes, the sales price is fixed or determinable and collection is reasonably assured, and all significant contractual obligations have been satisfied. Delivery is determined by the Company’s shipping terms. Revenue is recognized net of deductions for estimated returns, discounts, rebates, price protection programs with distributors, and other allowances, which are based on historical experience, inventory levels in the distributor channel and other related factors.

Shipping and Handling Fees and Costs

Amounts billed to customers for shipping and handling costs are included in net sales in the accompanying statements of operations. Shipping and handling costs incurred by us for the delivery of goods to customers were historically classified as a component of either cost of sales or selling, general and administrative expenses (“SG&A”), depending on the specific operating unit. Effective August 1, 2002, all shipping and handling costs are included in cost of sales, and prior year statements have been reclassified to conform to the current year presentation.

Stock-Based Compensation

We measure compensation expense for our stock-based employee compensation plans using the intrinsic value method prescribed by Accounting Principles Board (“APB”) Opinion 25, Accounting for Stock Issued to Employees. The following table illustrates the effect on net (loss) income and net (loss) earnings per common share if the Company had applied the fair value recognition provisions of SFAS 123, Accounting for Stock-Based Compensation for all stock-based awards:

Year Ended July 31,	2003			2002			2001
(Dollars in thousands, except per share data)
Reported net (loss) income	$	(71,574	)	$	3,558		$	23,456
Incremental compensation cost determined under the fair value method, net of tax		(2,169	)		(3,364	)		(4,557	)
Pro forma net (loss) income	$	(73,743	)	$	194		$	18,899
Basic (loss) earnings per share:
As reported	$	(1.61	)	$	0.08		$	0.54
Pro forma	$	(1.66	)	$	0.00		$	0.43
Diluted (loss) earnings per share:
As reported	$	(1.61	)	$	0.08		$	0.52
Pro forma	$	(1.66	)	$	0.00		$	0.42

The fair value of option grants is estimated on the date of grant using the Black-Scholes option pricing model. See Note 9 “Stock Benefit Plans” for further information.

Derivative Financial Instruments

Fair value hedges are hedges of recognized assets or liabilities. We periodically enter into foreign currency forward contracts, accounted for as fair value hedges, to minimize the effect of future movements in foreign exchange rates on recognized assets or liabilities. Such forward contracts mature in six months or less. We formally document all relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking hedge transactions. This process includes linking all derivatives that are designated as foreign currency fair value hedges to specific assets or liabilities. These derivatives are recognized on the balance sheet at their fair values, which are determined based on quoted market prices of comparable instruments or, if none are available, on pricing models or formulas using current assumptions. Changes in the fair value of these derivatives that are highly effective as, and that are designated and qualify as, fair value hedges along with the loss or gain on the hedged asset or liability are recorded in current period earnings in other expense, net in the consolidated statement of operations. If it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, hedge accounting is discontinued prospectively. We do not hold derivative financial instruments for trading purposes.

20

Cash and Cash Equivalents

Cash and cash equivalents represent amounts on deposit in banks and all highly liquid investments with an original maturity of three months or less at the date of purchase.

Inventories

Inventories are stated at the lower of first-in, first-out (FIFO) cost or market. Inventory costs include material, labor and manufacturing overhead.

Property, Plant and Equipment

Property, plant and equipment are recorded on the cost basis. Provisions for depreciation and amortization are computed using the straight-line method based upon the estimated useful lives of the assets. Maintenance and repair costs are charged to operations as incurred. Major replacements or improvements are capitalized. Cost and accumulated depreciation of property sold or retired are removed from the accounts and any resulting gain or loss is recognized in the current period statement of operations.

Impairment of Long-Lived Assets and Assets to be Disposed Of

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews long-lived assets to determine whether an event or change in circumstances indicates the carrying value of the asset may not be recoverable. The Company bases its evaluation on such impairment indicators as the nature of the assets, the future economic benefit of the assets and any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flows analysis at the lowest level for which identifiable cash flows exist. If impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. Fair value is the amount at which the asset could be bought or sold in a current transaction between a willing buyer and seller other than in a forced or liquidation sale and can be measured as the asset’s quoted market price in an active market or, where an active market for the asset does not exist, the Company’s best estimate of fair value based on discounted cash flow analysis. Assets to be disposed of by sale are measured at the lower of carrying amount or fair value less estimated costs to sell, and are classified in the accompanying consolidated balance sheet as “assets held for sale”. See Note 12 “Acquisitions and Divestitures” and Note 18 “Business Restructuring Expenses” for further information.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair market value of identifiable net assets acquired in connection with various business acquisitions. Prior to our adoption of SFAS No. 142, Goodwill and Other Intangible Assets, (“SFAS 142”) on August 1, 2002, goodwill was being amortized using the straight-line method over periods of between 20 to 40 years, and intangible assets, which consist of patents, trademarks and non-compete agreements, were being amortized over periods ranging from five to ten years. Under the provisions of SFAS 142, goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed annually, or more frequently if impairment indicators arise, for impairment. Separable intangible assets that are not deemed to have indefinite lives continue to be amortized over their useful lives. See Note 5 “Goodwill and Other Identifiable Intangible Assets” for additional information.

Income Taxes

Income taxes are accounted for in accordance with the liability method, under which deferred tax assets or liabilities are computed based on the temporary differences between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. These differences are classified as current or non-current based upon the classification of the related asset or liability. For temporary differences that are not related to an asset or liability, classification is based upon the expected reversal date of the temporary difference. The Company records a valuation allowance, when appropriate, to reduce deferred tax assets to an amount that is more likely than not to be realized.

Minority Interests in Subsidiaries

Minority interests are carried at the amount that represents the minority interest holder’s share of the underlying equity of the related subsidiary.

Comprehensive (Loss) Income

Comprehensive (loss) income consists of net (loss) income, foreign currency translation adjustments and minimum pension liability adjustments, and is presented in the accompanying consolidated statements of stockholders’ equity.

Reclassifications

Certain reclassifications have been made to the prior year consolidated financial statements to conform to the current year presentation.

21

Statements of Cash Flows

Supplemental disclosure of cash flow information:

Year Ended July 31,	2003		2002		2001
(Dollars in thousands)
Cash paid during the year for:
Interest	$	5,653	$	6,380	$	9,596
Income taxes	$	4,777	$	10,336	$	28,072
Transactions not reflected in the Consolidated Statements of Cash Flows:
Minimum pension liability adjustment	$	1,527	$	1,055	$	—
Issuance of restricted stock and other stock awards	$	1,059	$	90	$	990

Impact of Newly Issued Accounting Standards

In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 143, Accounting for Asset Retirement Obligations (“SFAS 143”). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets. We adopted SFAS 143 effective August 1, 2002, and the adoption did not have a material impact on our consolidated financial statements.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”). SFAS 144 supersedes SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and provides further guidance regarding the accounting and disclosure of long-lived assets. We adopted SFAS 144 effective August 1, 2002. In accordance the provisions of SFAS 144, the sale of NORCOM was accounted for as a discontinued operation. See Note 12 “Acquisitions and Divestitures” for further information. Other than accounting for the sale of NORCOM as discontinued operations, the adoption of SFAS 144 did not have a material impact on our consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (“SFAS 146”). SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring). The provisions of SFAS 146 were effective for exit or disposal activities initiated after December 31, 2002. Application of the provisions of SFAS 146 did not have a material impact on our financial position, results of operations or cash flows.

In November 2002, the FASB issued Interpretation No. 45, Guarantors’ Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (“FIN 45”). FIN 45 provides guidance on disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued and clarifies (for guarantees issued after January 1, 2003) that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The adoption of FIN 45 has not had a material impact on our results of operations, financial position or cash flows.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure (“SFAS 148”), which amends SFAS No. 123, Accounting for Stock-Based Compensation. SFAS 148 provides alternative methods of transition for companies that voluntarily change to the fair value-based method of accounting for stock-based employee compensation, and also requires expanded disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. We have adopted the disclosure only requirements of SFAS 148 effective February 1, 2003, and SFAS 148 did not have a material impact on our results of operations, financial position or cash flows.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”). FIN 46 addresses the requirement for business enterprises to consolidate any variable interest entities in which they are determined to be the primary economic beneficiary as a result of their variable economic interest. FIN 46 requires disclosures about the variable interest entities that a company is not required to consolidate, but in which it has a significant variable interest. As of July 31, 2003, the Company does not have any variable interest in variable interest entities. The adoption of FIN 46 did not have an impact on our consolidated financial statements.

In January 2003, the Emerging Issues Task Force (“EITF”) issued EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. EITF 00-21 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how the arrangement consideration should be measured and allocated to the separate units of accounting in the arrangement. EITF 00-21 does not change otherwise applicable revenue recognition criteria. EITF 00-21 is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. EITF 00-21 has not had an impact on the Company’s consolidated financial statements.

In April 2003, the FASB issued SFAS No. 149, Amendments of Statement 133 on Derivative Instruments and Hedging Activities (“SFAS 149”). SFAS 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of SFAS 149 has not had a material impact on our results of operations, financial position or cash flows.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (“SFAS 150”). SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 is effective for instruments entered into or modified after May 31, 2003, and otherwise is effective for the first interim period beginning after June 15, 2003. The adoption of SFAS 150 has not had a material impact on our results of operations, financial position or cash flows.

22

NOTE 2. STOCKHOLDERS’ EQUITY

A three for two stock split in the form of a common stock dividend was effected on August 22, 2000.

On December 10, 1996, the Board of Directors adopted a Rights Agreement (“Rights Agreement”). Under the Rights Agreement, one Preferred Share Purchase Right (“Right”) for each outstanding share of the Company’s common stock was distributed to stockholders of record on December 26, 1996. Each Right entitles the holder to buy one-two thousand two hundred fiftieth of a share of a new series of junior participating preferred stock for an exercise price of $66.67. The Company has designated 100,000 shares of the previously authorized $0.01 par value preferred stock as junior participating preferred stock in connection with the Rights Agreement. The Rights are exercisable only if a person or group (with certain exceptions) acquires, or announces a tender offer to acquire, 20% or more of the Company’s common stock (the “Acquirer”). If the Acquirer purchases 20% or more of the total outstanding shares of the Company’s common stock, or if the Acquirer acquires the Company in a reverse merger, each Right (except those held by the Acquirer) becomes a right to buy shares of the Company’s common stock having a market value equal to two times the exercise price of the Right. If the Company is acquired in a merger or other business combination, or 50% or more of the Company’s assets or earning power is sold or transferred, each Right (except those held by the Acquirer) becomes a right to buy shares of the common stock of the Acquirer having a market value of two times the exercise price. The Company may exchange the Rights for shares of the Company’s common stock on a one-to-one basis at any time after a person or group has acquired 20% or more of the outstanding stock. The Company is entitled to redeem the Rights at $0.01 per Right (payable in cash or common stock of the Company, at the Company’s option) at any time before public disclosure that a 20% position has been acquired. The Rights expire on December 11, 2006, unless previously redeemed or exercised.

NOTE 3. INVENTORIES

Inventories of the Company consist of the following:

July 31,	2003		2002
(Dollars in thousands)
Raw materials	$	34,780	$	33,535
Work in process		24,023		23,838
Finished goods		52,786		56,808
Total inventories	$	111,589	$	114,181

NOTE 4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment of the Company consist of the following:

July 31,	2003		2002
(Dollars in thousands)
Asset (Asset estimated useful lives):
Land	$	14,085	$	13,946
Buildings and improvements (10-40 years)		82,006		81,546
Machinery and equipment (3-15 years)		186,914		183,225
Furniture and fixtures (5-10 years)		17,208		15,062
Construction in progress		4,378		6,852
Total		304,591		300,631
Less: accumulated depreciation		99,853		87,655
Net property, plant and equipment	$	204,738	$	212,976

Net property, plant and equipment as of July 31, 2003 included $6.7 million of equipment that is currently idle. Management does not currently plan to sell, abandon, or otherwise dispose of these assets, and they are therefore classified as assets to be held and used as of July 31, 2003. Management expects that these assets will be utilized in future periods. In accordance with SFAS 144, the Company performed undiscounted cash flow analyses for these assets and determined no impairment had occurred.

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NOTE 5. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The Company adopted SFAS No. 142, Goodwill and Other Intangible Assets, effective August 1, 2002. SFAS No. 142 required that amortization of goodwill and intangible assets with indefinite lives cease as of August 1, 2002 and that the recorded value of goodwill and other indefinite lived intangible assets be reviewed annually, or more frequently if impairment indicators arise, for impairment. The Company tested goodwill attributable to each of our reporting units for impairment under the transition provisions of SFAS 142 by comparing the fair value (determined on a discounted cash flow basis) of each reporting unit to its carrying value including goodwill. As a result of the impairment test, the Company recognized a non-cash goodwill impairment charge of $35.7 million, net of tax, to reduce the carrying value of goodwill for certain reporting units within both the Network Communication and Specialty Electronic business segments to estimated fair value. In accordance with SFAS 142, this impairment charge was recorded retroactive to the first quarter of fiscal 2003 as a cumulative effect of accounting change.

The change in the carrying amount of goodwill attributable to each business segment for the year ended July 31, 2003 was as follows:

	Network Communication Segment			Specialty Electronic Segment			Total
(Dollars in thousands)
Balance, July 31, 2002	$	8,366		$	54,622		$	62,988
Goodwill impairment charge		(5,315	)		(47,165	)		(52,480	)
Goodwill allocated to discontinued operations		(500	)		—			(500	)
Goodwill of acquired businesses		132			—			132
Currency translation		390			450			840
Balance, July 31, 2003	$	3,073		$	7,907		$	10,980

The Company also reassessed the useful lives of our identifiable intangible assets and determined that the lives were appropriate other than for the Company’s tradenames and trademarks acquired prior to June 30, 2001, which were concluded to have indefinite useful lives. As a result, the Company ceased amortization of the cost of such assets as of August 1, 2002, and tested each of its tradenames and trademarks for impairment by comparing the fair value of each asset to its carrying value as of August 1, 2002. Fair value was estimated by using the relief from royalty method (a discounted cash flow methodology). Based on these tests, the Company concluded that none of its tradenames or trademarks were impaired. However, as a result of the planned divestiture of the Company’s AWI/CDT subsidiary in fiscal 2004, the Company reevaluated the recoverability of its tradename and trademarks associated with this subsidiary, and recognized an impairment charge of $0.7 million representing the excess of carrying value over estimated fair value of the assets. Such charge is included in “business restructuring expense, net” in the fiscal 2003 consolidated statement of operations. The Company will perform its annual impairment test of goodwill and indefinite lived intangible assets during its second fiscal quarter.

Total amortization expense of goodwill, tradenames and trademarks was $2.1 million and $2.4 million for the years ended July 31, 2002 and 2001, respectively. Application of the nonamortization provision of SFAS 142 would have resulted in increases in net income of $1.8 million, or $0.04 per diluted share, and $1.9 million, or $0.04 per diluted share, for fiscal 2002 and 2001, respectively.

The gross carrying amount and accumulated amortization of the Company’s other identifiable intangible assets as of July 31, 2003 and July 31, 2002 are as follows:

	July 31, 2003							July 31, 2002
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
(Dollars in thousands)
Finite-lived intangible assets:
Patents	$	5,136	$	(3,536	)	$	1,600	$	4,902	$	(2,656	)	$	2,246
Other		1,743		(1,638	)		105		1,953		(670	)		1,283
	$	6,879	$	(5,174	)		1,705	$	6,855	$	(3,326	)		3,529
Indefinite-lived intangible assets:
Tradenames and trademarks							2,035							2,703
Total intangible assets, net						$	3,740						$	6,232

The change in the carrying amount of finite-lived intangible assets was due to the impairment of certain intangible assets as a result of the planned divestiture of AWI/CDT, and the effect of currency translation. The estimated useful lives of the Company’s identifiable intangible assets with finite lives range from two to ten years. Aggregate amortization expense related to these intangible assets was $1.1 million, $1.5 million and $0.9 million for fiscal 2003, 2002 and 2001, respectively. At July 31, 2003, estimated remaining future amortization expense of intangible assets is as follows: $0.8 million, $0.6 million, $0.2 million and $0.1 million in fiscal 2004, 2005, 2006 and 2007, respectively.

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NOTE 6. FINANCING ARRANGEMENTS

Short term obligations consisted of borrowings under a revolving demand facility in Australia (the “Australian Facility”), which was terminated on February 28, 2003, and, through December 17, 2001, included borrowings under a revolving demand facility in the United Kingdom (the “U.K. Agreement”) (collectively, “the Foreign Facilities”).

The Australian Facility had maximum availability of approximately $0.6 million, and was guaranteed by the Company. The U.K. Agreement, which was retired at the time the Company entered into the Revolving Credit Facility, was comprised of a sterling overdraft and multi-currency demand facility in an aggregate amount of approximately $10.7 million. The Company had outstanding borrowings of $0.6 million under the Australian Facility as of July 31, 2002. Maximum borrowings were $0.6 million and $6.2 million under the Foreign Facilities for the years ended July 31, 2003 and 2002, respectively. Weighted average outstanding borrowings were $0.5 million and $2.2 million, and the effective interest rates were 6.4% and 5.4%, for the years ended July 31, 2003 and 2002, respectively.

Long-term debt consists of the following:

July 31,	2003		2002
(Dollars in thousands)
Credit Agreement:
U.S. revolver	$	—	$	17,500
European sub-facilities		—		37,317
Canadian revolver		—		50,136
4.0% convertible subordinated notes due July 15, 2023		110,000		—
Capital lease obligations		1,198		1,994
Other indebtedness		3,492		4,403
		114,690		111,350
Less: current portion		1,960		2,442
Total long-term debt	$	112,730	$	108,908

The Company’s unsecured revolving credit facility (the “Credit Agreement”), entered into on December 17, 2001 was comprised of a $150.0 million U.S. revolver, including European sub-facilities, and a $65.0 million revolving facility for its Canadian operations, which facility was supported by a letter of credit under the U.S. Facility and reduced the availability under the U.S. Facility. The interest rate on borrowings under the U.S. and European Facilities was LIBOR plus 1.625%, and rates ranged from 2.95% to 3.45% and from 3.79% to 6.06% for the U.S. and European Facilities, respectively, in fiscal 2003. Borrowings under the Canadian Facility incurred interest at LIBOR or the Canadian Banker’s Acceptance rate, plus 0.30%, and such rates ranged from 1.32% to 3.63% in fiscal 2003. The Credit Agreement was terminated effective August 11, 2003, except with respect to $2.3 million of letters of credit that remain outstanding. The bank issuing the letters of credit remains the sole lender under such facility. There were no borrowings outstanding under these facilities as of July 31, 2003, other than the $2.3 million of letters of credit.

On July 8, 2003, the Company issued $110.0 million aggregate principal amount of unsecured subordinated notes. The notes are convertible into shares of our common stock at an initial conversion price of $9.0345 per share, upon the occurrence of certain events. The conversion price is subject to adjustment under certain circumstances. Holders may surrender their notes for conversion upon satisfaction of any of the following conditions: the closing sale price of our common stock is at least 110% of the conversion price for a minimum of 20 days in the 30 trading day period ending on the trading day prior to the date of surrender; the senior implied rating assigned to the Company by Moody’s Investors Service, Inc. is downgraded to B2 or below and the corporate credit rating assigned to the Company by Standard & Poor’s is downgraded to B or below; if the Company has called the debentures for redemption; or upon the occurrence of specified corporate transactions, as specified in the Indenture. Interest of 4.0% is payable semi-annually in arrears, commencing January 15, 2004. The notes mature July 15, 2023, if not previously redeemed. The Company may redeem some or all of the notes on or after July 21, 2008 at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest up to the redemption date. Holders may require us to purchase all or part of their notes on July 15, 2008, July 15, 2013 or July 15, 2018 at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest up to the redemption date, in which case the purchase price may be paid in cash, shares of our common stock or a combination of cash and our common stock, at our option. In connection with the issuance of the notes, the Company incurred costs of approximately $4.0 million, which were capitalized as other assets and are being amortized over the term of the notes. The proceeds from the issuance of the notes were used to reduce all borrowings under the Credit Agreement.

The scheduled aggregate annual principal payments of long-term debt as of July 31, 2003, are as follows:

Year Ended July 31,	Long-term Debt
(Dollars in thousands)
2004	$	1,960
2005		1,050
2006		930
2007		514
2008		236
Thereafter		110,000
Total	$	114,690

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NOTE 7. RETIREMENT AND OTHER EMPLOYEE BENEFITS

The Company and its subsidiaries have various defined contribution and defined benefit plans covering substantially all of its employees. Benefits provided under the Company’s defined benefit pension plans are primarily based on years of service and the employee’s compensation. The defined contribution plans provide benefits primarily based on compensation levels.

Defined Benefit Plans

The Company maintains defined benefit plans for one of its U.S. locations (the “U.S. Plan”) and for certain employees in Canada (the “Canadian Plans”).

The following sets forth the changes in benefit obligations and plan assets, and reconciles amounts recognized in the Company’s consolidated balance sheets:

	U.S. Plan						Canadian Plans
Year Ended July 31,	2003			2002			2003			2002
(Dollars in thousands)
Benefit obligation at beginning of year	$	2,245		$	2,199		$	26,620		$	22,825
Service cost		35			40			933			2,247
Interest cost		152			149			2,124			1,802
Loss (gain) on curtailment		—			—			353			(45	)
Actuarial loss (gain)		358			8			2,202			1,669
Benefits paid		(164	)		(151	)		(7,869	)		(1,088	)
Effect of currency translation		—			—			3,341			(790	)
Benefit obligation at end of year	$	2,626		$	2,245		$	27,704		$	26,620
Fair value of plan assets at beginning of year	$	2,315		$	2,555		$	10,279		$	8,776
Company contributions		—			—			3,800			2,329
Actual return on plan assets		77			(89	)		23			(319	)
Benefits paid		(164	)		(151	)		(569	)		(198	)
Effect of currency translation		—			—			1,252			(309	)
Fair value of plan assets at end of year	$	2,228		$	2,315		$	14,785		$	10,279
Funded status	$	(398	)	$	70		$	(12,919	)	$	(16,341	)
Unrecognized net actuarial loss		949			528			4,768			2,380
Unrecognized prior service cost		84			96			903			1,703
Net amount recognized	$	635		$	694		$	(7,248	)	$	(12,258	)

Amounts recognized in the consolidated balance sheets consist of:

	U.S. Plan					Canadian Plans
July 31,	2003			2002		2003			2002
(Dollars in thousands)
Prepaid benefit cost	$	635		$	694	$	—		$	—
Accrued benefit liability		(1,033	)		—		(11,381	)		(15,565	)
Intangible asset		84			—		903			1,703
Accumulated other comprehensive loss		949			—		3,230			1,604
Net	$	635		$	694	$	(7,248	)	$	(12,258	)

A minimum pension liability adjustment is required when the actuarial present value of accumulated benefits exceeds plan assets and accrued pension liabilities.

        The required minimum pension liability adjustment for the Canadian Plans was $4.1 million and $3.3 million at July 31, 2003 and 2002, respectively and for the U.S. Plan was $1.0 million at July 31, 2003. The minimum pension liability is included in “accrued benefit liability” in the consolidated balance sheets.

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The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the U.S. pension plan with an accumulated benefit obligation in excess of plan assets were $2.6 million, $2.6 million, and $2.2 million, respectively, as of July 31, 2003. The accumulated benefit obligation of the U.S. plan did not exceed the fair value of plan assets as of July 31, 2002.

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the Canadian pension plans with accumulated benefit obligations in excess of plan assets were $27.7 million, $25.7 million, and $14.8 million, respectively, as of July 31, 2003, and $22.1 million, $21.6 million and $6.2 million, respectively, as of July 31, 2002.

Under the Asset Purchase Agreement between the Company and Nortel Networks Corp. (“Nortel”) dated December 19, 1995, the Company agreed to assume responsibility for certain of the Canadian benefit plans, with an agreement that Nortel would reimburse the Company for costs associated with service through the date of sale. The Company’s previously issued financial statements as of July 31, 2002 did not reflect the net accrued liability or the related receivable associated with Nortel’s portion of its obligation under these plans. Since the Company has the primary obligation for the plan benefits, it has revised its fiscal 2002 consolidated balance sheet and all related disclosures, including all information regarding plan obligations and periodic pension expense, to reflect this information for the plans in total. Therefore, as of July 31, 2003 and 2002, the Company has recorded a receivable (not included in plan assets) from Nortel for the estimated portion of the net accrued liability that relates to Nortel’s reimbursement obligation per the Asset Purchase Agreement. The estimated net pension expense attributable to Nortel was $0.5 million, $0.4 million and $0.5 million for fiscal 2003, 2002 and 2001, respectively, and the related receivable was $5.1 million and $8.1 million as of July 31, 2003 and 2002, respectively. In the event Nortel were unable to pay those obligations, the Company would be liable for all or most of such obligations. Additionally, the Company recorded a pre-tax charge of approximately $1.4 million in the fourth quarter of fiscal 2003 as a result of a reassessment of the amounts the Company estimates are receivable from Nortel.

Assets of the U.S. and Canadian plans are invested primarily in equity and fixed income securities.

The weighted-average assumptions as of the end of the periods were as follows:

	U.S. Plan						Canadian Plans
July 31,	2003		2002		2001		2003		2002		2001
Discount rate	5.75	%	7.00	%	7.00	%	6.00	%	7.00	%	7.50	%
Expected rate of return on plan assets	7.50	%	7.50	%	8.50	%	7.50	%	8.00	%	8.00	%
Rate of compensation increase	—		—		—		4.00	%	4.00	%	4.00	%

Benefits under the U.S. Plan are based on a fixed amount, as determined under the terms of a union contract, per individual and years of service, and therefore the weighted average rate of compensation increase is not applicable for this plan.

The components of net periodic pension expense (benefit) for fiscal 2003, 2002 and 2001 were as follows:

	U.S. Plan									Canadian Plans
Year Ended July 31,	2003			2002			2001			2003			2002			2001
(Dollars in thousands)
Service cost	$	35		$	40		$	44		$	933		$	2,247		$	2,321
Interest cost		152			149			146			2,124			1,802			1,618
Expected return on plan assets		(167	)		(210	)		(227	)		(1,129	)		(766	)		(722	)
Curtailment loss		—			—			—			1,678			294			—
Amortization of transition asset		—			(19	)		(18	)		—			—			—
Amortization of prior service cost		12			15			16			169			135			137
Recognized net loss		27			—			—			628			162			179
Settlement loss		—			—			—			99			—			—
Net periodic pension expense (benefit)	$	59		$	(25	)	$	(39	)	$	4,502		$	3,874		$	3,533

In determining net periodic expense (benefit), unrecognized prior service costs are amortized over periods ranging from 5 to 16 years.

        During fiscal 2003 the Company recognized a curtailment loss of $2.4 million and a settlement loss of $0.1 million associated with it’s Canadian defined benefit and other postretirement plans as a result of the sale of NORCOM (see Note 12 “Acquisitions and Divestitures”). These amounts are included in “loss on sale of business” in discontinued operations in the accompanying statement of operation for fiscal 2003. Certain of the Company’s pension liabilities with respect to employees of the discontinued operation are expected to be settled during fiscal 2004. In accordance with SFAS 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, the cost to settle these liabilities will be recognized at the settlement date when the liabilities are funded in cash or through the purchase of annuities. The Company currently estimates the cost of settlement to be $2 to $3 million based on current actuarial assumptions. See also Note 8 “Postretirement Benefits Other Than Pensions”.

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Defined Contribution Plans

The Company also maintains defined contribution and profit-sharing plans for eligible employees. Certain contributions are made under the matching provision of 401(k) plans, while the remainder are made at the discretion of the Company’s Board of Directors. Expenses incurred by the Company in connection with these defined contribution and profit-sharing plans were $1.8 million, $2.7 million, and $5.7 million for the years ended July 31, 2003, 2002 and 2001, respectively.

NOTE 8. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

Employees of the Company’s Canadian operations are covered by postretirement health and life insurance benefits under unfunded plans.

The components that comprise the changes in the benefit obligation were as follows:

Year Ended July 31,	2003			2002
(Dollars in thousands)
Benefit obligation at beginning of year	$	8,873		$	6,487
Service cost		250			215
Interest cost		674			495
Plan amendments		—			509
Gain on curtailment		(1,154	)		(349	)
Actuarial loss		1,824			1,798
Benefits paid		(91	)		(30	)
Effect of currency translation		1,101			(252	)
Benefit obligation at end of year	$	11,477		$	8,873
Amounts recognized in the consolidated balance sheets consist of:
July 31,	2003			2002
(Dollars in thousands)
Funded status	$	(11,477	)	$	(8,873	)
Unrecognized net loss		1,915			1,823
Accrued postretirement benefit liability	$	(9,562	)	$	(7,050	)

The weighted-average assumptions as of the end of the periods were as follows:

July 31,	2003			2002			2001
Discount rate		6.00	%		7.00	%		7.50	%
Rate of compensation increase		3.00	%		3.00	%		4.00	%
The components of postretirement expense for fiscal 2003, 2002 and 2001 were as follows:
Year Ended July 31,	2003			2002			2001
(Dollars in thousands)
Service cost	$	250		$	215		$	276
Interest cost		674			495			466
Curtailment loss		705			235			—
Net amortization		106			65			120
Net postretirement benefit expense	$	1,735		$	1,010		$	862

Future benefits were estimated assuming medical costs would increase at approximately an 8.00% annual rate for fiscal 2004, decreasing gradually to 5.00% in fiscal year 2007 and thereafter, and dental costs would increase at approximately 5.00% for fiscal 2004 and thereafter.

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Assuming a 1.00% increase in this annual trend, the accumulated postretirement benefit obligation would have increased by $1.5 million and $1.1 million at July 31, 2003 and 2002, respectively and the postretirement benefit expense would have increased by approximately $0.1 million in each of fiscal years 2003, 2002 and 2001. Conversely, assuming a 1.00% decrease in this annual trend, the accumulated postretirement benefit obligation would have decreased by $1.2 million and $0.9 million at July 31, 2003 and 2002, respectively, and the postretirement benefit expense would have decreased by approximately $0.1 million in each of fiscal years 2003, 2002 and 2001.

NOTE 9. STOCK BENEFIT PLANS

During fiscal 1999 the Company established the CDT Employee Stock Purchase Plan (the “ESPP”) which provides eligible employees the right to purchase common stock of the Company on a quarterly basis at the lower of 85% of the common stock’s fair market value on the first business day of a fiscal quarter or on the last business day of a fiscal quarter. There are 750,000 shares of common stock reserved for issuance under the ESPP. As of July 31, 2003, 281,026 shares of common stock remain available for issuance under the ESPP.

In December 1995, the Company adopted the Non-Employee Director Stock Plan (the “Non-Employee Plan”). The Non-Employee Plan provides that shares of common stock having a fair market value of $15,000 be granted annually to each non-employee director each August 1. Shares granted under the Non-Employee Plan were 11,923 in fiscal 2003, 5,928 in fiscal 2002, and 3,816 in fiscal 2001. As of July 31, 2003, 132,341 shares remain available for issuance under this plan.

A Long Term Performance Incentive Plan (the “2001 Plan”) was approved by the shareholders in December 2000, and authorizes the grant of various types of incentive awards with respect to 1,800,000 shares of the Company’s common stock. As of July 31, 2003, 881,447 shares are available for issuance under this plan.

A Long Term Performance Incentive Plan (the “1999 Plan”) was adopted in April 1999 and amended in June 1999 and authorized the grant of various types of incentive awards with respect to 2,260,500 shares of the Company’s common stock. As of June 9, 2003, all shares available for grant under the 1999 Plan were canceled.

A Supplemental Long Term Performance Incentive Plan (the “Supplemental Plan”) was adopted in December 1995 and authorizes the grant of awards with respect to 2,700,000 shares of common stock, of which 1,687,500 shares are reserved for grants only to new members of the Company’s management who are employed in connection with acquisitions by the Company. As of July 31, 2003, 410,083 shares of common stock are available for grant under the Supplemental Plan.

A Long Term Performance Incentive Plan (the “Stock Option Plan”) was adopted in September 1993 and provides for the granting to employees and other key individuals stock options, stock appreciation rights, restricted stock, performance units and other types of incentive awards. An aggregate of 982,625 shares of common stock were reserved for issuance pursuant to the Stock Option Plan, and 20,108 are available for issuance as of July 31, 2003.

The terms of stock options issued under the Stock Option Plan, Supplemental Plan, 1999 Plan and 2001 Plan (collectively “the Option Plans”) include vesting over periods ranging from immediate vesting to five years, an exercise price equal to the fair market value of the stock at the date of grant, and a maximum option term of ten years from the date of grant.

Certain information regarding stock option transactions is summarized below:

Year Ended July 31,	2003				2002				2001
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding, beginning of year	4,194,139		$	12.67	4,444,573		$	12.34	4,535,840		$	11.51
Granted	470,000			6.31	560,000			14.51	359,250			21.88
Exercised	(17,069	)		2.04	(315,384	)		4.29	(388,567	)		11.29
Forfeited	(443,845	)		12.65	(495,050	)		17.06	(61,950	)		13.80
Outstanding, end of year	4,203,225		$	12.01	4,194,139		$	12.67	4,444,573		$	12.34
Exercisable at end of year	3,116,763		$	12.30	3,014,816		$	12.19	2,185,331		$	10.83

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Information regarding stock options outstanding as of July 31, 2003 is summarized below:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Options	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Options	Weighted Average Exercise Price
$  4.15 -  $  5.63	50,925	4.7 years	$	4.74	28,925	$	4.15
$  6.33 -  $  9.38	1,665,119	6.2 years	$	8.37	1,086,139	$	9.00
$  9.59 -  $14.25	1,820,575	5.7 years	$	13.43	1,639,567	$	13.37
$14.79 -  $21.79	569,356	7.1 years	$	16.70	320,300	$	17.27
$22.81 -  $27.06	97,250	7.0 years	$	23.90	41,832	$	23.82

The Company accounts for the Option Plans and the ESPP in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees. See Note 1 “Significant Accounting Policies” for disclosure of the impact on the Company’s net (loss) income and net (loss) earnings per common share had the Company elected to recognize compensation cost in accordance with the fair value method under SFAS 123, Accounting for Stock Based Compensation.

The weighted average fair value of options granted was $3.30 per share in fiscal 2003, $8.70 per share in fiscal 2002 and $12.79 per share in fiscal 2001. The fair value of each option grant is estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for grants issued in fiscal 2003, 2002 and 2001, respectively: risk-free interest rates of 2.44%, 4.34% and 5.78%; expected volatility of 59.3%, 61.4% and 64.1%; expected life of three to six years for all options; and an expected dividend yield of zero for all options. Incentive stock awards are granted at the discretion of the Company’s Board of Directors, therefore, the type and number of awards previously issued may not be indicative of those to be granted in future periods.

During fiscal 2003, the Company granted 209,030 shares of restricted stock to executive officers. The associated deferred compensation expense of $1.0 million is being amortized over the vesting period of three years. Compensation expense of $0.3 million was recognized in fiscal 2003. During fiscal 2001, the Company granted an employee award of 38,163 shares of restricted stock. The associated compensation expense was amortized over the vesting period. The award vested in fiscal 2002, and compensation expense recognized related to this award was $0.6 million and $0.3 million in fiscal 2002 and 2001, respectively.

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NOTE 10. INCOME TAXES

Except for the effects of the reversal of net deductible temporary differences, the Company is not aware of any factors which would cause any significant differences between book and taxable income in future years. Although there can be no assurances that the Company will generate any earnings or specific level of continuing earnings in future periods, management believes that it is more likely than not that the net deductible differences will reverse during periods when the Company generates sufficient net taxable income to fully recover the benefits of these differences.

Income from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle, as shown in the accompanying consolidated statements of operations, includes the following components:

Year Ended July 31,	2003			2002			2001
(Dollars in thousands)
Domestic	$	2,240		$	6,809		$	32,910
Foreign		(3,392	)		2,882			5,173
(Loss) income from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle	$	(1,152	)	$	9,691		$	38,083
Taxes on income, as shown in the accompanying consolidated statements of operations, include the following components:
Year Ended July 31,	2003			2002			2001
(Dollars in thousands)
Current provision:
Federal	$	764		$	1,056		$	13,094
State		350			589			2,839
Foreign		81			2,236			3,023
Total current provision		1,195			3,881			18,956
Deferred (benefit) provision:
Federal		(442	)		936			(165	)
State		(83	)		160			(28	)
Foreign		(723	)		(486	)		633
Total deferred (benefit) provision		(1,248	)		610			440
Income tax (benefit) provision for continuing operations	$	(53	)	$	4,491		$	19,396
The effective rate differs from the statutory rate for the following reasons:
Year Ended July 31,	2003			2002			2001
(Dollars in thousands)
Tax (benefit) provision based on the U.S. federal statutory tax rate	$	(403	)	$	3,268		$	13,329
State income taxes, net of federal income tax benefit		174			487			1,827
Research and development tax credit (Canada)		(191	)		(232	)		(254	)
Foreign tax rates different from U.S. federal statutory rate		355			1,098			1,464
Meals and entertainment		260			199			461
Goodwill and other nondeductible expenses		37			347			3,226
Benefit of extraterritorial income exclusion and foreign sales corporation		(285	)		(136	)		(227	)
All other, net		—			(540	)		(430	)
Income tax (benefit) provision for continuing operations	$	(53	)	$	4,491		$	19,396

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The components of the deferred tax assets and liabilities recorded in the accompanying consolidated balance sheets at July 31, 2003 and 2002, which include net deferred tax liabilities recorded in connection with acquisitions were as follows:

July 31,	2003			2002
(Dollars in thousands)
Deferred Tax Assets:
Accruals	$	6,037		$	4,998
Postretirement and pension accruals		5,167			3,495
Asset valuations		6,603			7,092
Net operating loss carryforwards		6,621			2,168
Uniform cost capitalization		1,414			1,266
Excess of tax basis over book basis of intangible assets		11,518			—
Other		1,109			201
Total deferred tax assets	$	38,469		$	19,220
Deferred Tax Liabilities:
Excess of book basis over tax basis of fixed assets	$	(24,117	)	$	(30,310	)
Excess of book basis over tax basis of intangible assets		—			(3,561	)
Other		(161	)		(230	)
Total deferred tax liabilities		(24,278	)		(34,101	)
Net deferred tax asset (liability)	$	14,191		$	(14,881	)
Reconciliation to the consolidated balance sheets:
Current deferred tax asset, net	$	14,615		$	13,292
Non-current deferred tax liability, net		(424	)		(28,173	)
Net deferred tax asset (liability)	$	14,191		$	(14,881	)

The Company currently intends that undistributed earnings of its foreign subsidiaries of $39.8 million will be permanently reinvested outside of the United States. As such, a deferred tax liability has not been provided on the unremitted earnings of the Company’s foreign subsidiaries.

Approximately $1.5 million of the net operating losses will expire in fiscal years 2007 through 2010, and the remaining net operating losses can be carried forward indefinitely. The net operating losses are expected to be fully utilized, and therefore no valuation allowances have been provided with respect to the related deferred tax asset.

NOTE 11. (LOSS) EARNINGS PER COMMON SHARE

Basic (loss) earnings per common share are computed by dividing net (loss) income by the weighted average number of common shares outstanding. Diluted earnings per common share are computed based on the weighted average common shares outstanding plus additional potential dilutive shares assumed to be outstanding. Additional potential shares are calculated for each measurement period based on the treasury stock method, under which repurchases are assumed to be made at the average fair market value price per share of the Company’s common stock during the period.

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The following table sets forth the computation of basic and diluted (loss) earnings per share:

Year Ended July 31,	2003			2002			2001
(In thousands, except share and per share data)
Numerator:
Net (loss) income from continuing operations before cumulative effect of accounting change	$	(3,019	)	$	4,900		$	18,003
Net (loss) income from discontinued operations		(32,832	)		(1,312	)		5,453
Cumulative effect of accounting change		(35,723	)		—			—
Net (loss) income	$	(71,574	)	$	3,588		$	23,456
Denominator:
Basic weighted average common shares outstanding		44,344,820			44,244,255			43,742,832
Potentially dilutive common shares		—			387,227			1,184,453
Diluted weighted average common shares outstanding		44,344,820			44,631,482			44,927,285
Basic (loss) earnings per common share:
Continuing operations before cumulative effect of accounting change	$	(0.07	)	$	0.11		$	0.41
Discontinued operations		(0.74	)		(0.03	)		0.13
Cumulative effect of accounting change		(0.80	)		—			—
	$	(1.61	)	$	0.08		$	0.54
Diluted (loss) earnings per common share:
Continuing operations before cumulative effect of accounting change	$	(0.07	)	$	0.11		$	0.40
Discontinued operations		(0.74	)		(0.03	)		0.12
Cumulative effect of accounting change		(0.80	)		—			—
	$	(1.61	)	$	0.08		$	0.52

As a result of the net loss reported for fiscal 2003, common stock equivalents totaling 78,421 were excluded from the calculation of diluted loss per common share due to their anti-dilutive effect. Additionally, options to purchase 3,734,300, 2,227,801 and 526,000 shares of common stock were outstanding during fiscal 2003, 2002 and 2001, respectively, but were excluded from the computation of potentially dilutive common shares as the options’ exercise prices were greater than the average market price of the common stock for the respective periods. The effect of the assumed conversion of convertible notes was excluded from the computation of diluted loss per common share in fiscal 2003 because it would have been anti-dilutive. See Note 6 “Financing Arrangements” for further discussion of convertible notes.

NOTE 12. ACQUISITIONS AND DIVESTITURES

Acquisitions

On December 4, 2001, we purchased 83.6%, and subsequently, through July 31, 2003, have purchased an additional 11.0%, of the outstanding stock of Kabelovna Decin-Podmokly, a.s., (“KDP/CDT”) based in the Czech Republic. KDP/CDT is a manufacturer of communication, fiber optic, medical, signal and control cable and cable harnesses.

On August 15, 2001, we acquired 100% of the outstanding stock of A.W. Industries, (“AWI/CDT”), based in Ft. Lauderdale, Florida. AWI/CDT is a designer and manufacturer of connectors for the telecommunication and other industries.

The aggregate purchase price of KDP/CDT and AWI/CDT was $43.0 million, which included $15.2 million of cash acquired. The acquisitions were accounted for under the purchase method, under which the purchase price is allocated based on the estimated fair market value of the assets and liabilities acquired. Acquired intangible assets were $2.4 million, and included $0.7 million assigned to trade names that are not subject to amortization. The remaining $1.7 million of intangible assets represent customer lists and contracts, patents, and non-compete agreements. These intangible assets have estimated useful lives ranging from one to five years. Allocation of the purchase price resulted in goodwill of $2.7 million, all of which was assigned to the Network Communication segment. See also “Divestitures” and Note 5 “Goodwill and Other Indentifiable Intangible Assets” for further information regarding AWI/CDT.

        The results of operations of KDP/CDT and AWI/CDT have been included in the consolidated financial statements since the respective acquisition dates. Pro forma information giving effect to the acquisitions is not presented as their financial position and results of operations are not material to our consolidated financial statements.

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Divestitures

On October 31, 2002, the Company sold substantially all of the operating assets (consisting principally of accounts receivable, inventory and fixed assets) of its NORCOM operating unit, a manufacturer of outside plant and central office cables located in Kingston, Ontario. The assets were sold for cash of $11.3 million, plus assumption by the buyer of certain current liabilities. The sale agreement provides for contingent additional purchase price of up to $8.1 million over a three year period, primarily dependent on the purchaser’s achievement of future business levels and sales of certain inventory items. Under the sale agreement, the Company retained various liabilities, including certain pension and postretirement obligations related to the transferred employees. See Note 7 “Retirement and Other Employee Benefit Plans”. The loss on disposal recorded in fiscal 2003 was $32.2 million, net of tax, and is included in “net loss from discontinued operations” in the accompanying financial statements. Net sales and pretax operating loss of the discontinued NORCOM operations for fiscal 2003, 2002 and 2001 were as follows:

Year Ended July 31,	2003			2002			2001
(Dollars in thousands)
Net sales	$	13,287		$	52,142		$	110,813
(Loss) income before income taxes		(929	)		(1,915	)		7,960
Tax (benefit) provision		(293	)		(603	)		2,507
Net (loss) income	$	(636	)	$	(1,312	)	$	5,453

Due to the difficult business environment in telecommunications, during the fourth quarter of fiscal 2003 management committed to a plan to divest of its AWI/CDT subsidiary, a manufacturer of connectors and cable assemblies for the telecommunication market, in fiscal 2004. As of July 31, 2003, the AWI/CDT operations did not meet the criteria for classification as held for sale and accordingly do not qualify as discontinued operations. The results of AWI/CDT are therefore included in continuing operations in the accompanying financial statements for all periods presented, and are included as part of the Network Communication segment in the Company’s segment disclosures. An impairment charge of $3.9 million was incurred in fiscal 2003 to reduce the carrying value of certain of AWI/CDT’s assets, primarily machinery and equipment and intangible assets, to fair value. The fair value of the machinery and equipment was based on quoted market prices, and the fair value of the intangible assets was determined by discounting estimated cash flows expected to result from the use and ultimate disposal of such assets. This charge is included in “business restructuring expense, net” in the accompanying consolidated statements of operations.

During the first quarter of fiscal 2003, the Company implemented various restructuring activities, including the consolidation of four facilities into other operations. In connection with these activities, the Company elected to dispose of certain manufacturing and real estate assets associated with these facilities. Certain of the real estate was sold during fiscal 2003, and the Company anticipates disposal of the remaining assets to occur within one year. Also during fiscal 2003, management committed to a plan to divest Stronglink/CDT, a Network Communication distribution business located in Australia, and such divestiture is expected to be completed within one year. Accordingly, these assets and liabilities are classified as “assets held for sale” and “liabilities held for sale” as of July 31, 2003 in the accompanying consolidated balance sheets. Total impairment losses of $0.8 million, were recognized in fiscal 2003 related to these assets, of which $0.5 million related to assets of the Network Communication reportable segment. In accordance with SFAS 144, the impairment losses were based on the difference between the carrying value of the assets and their fair value. The Company estimated the fair value of these assets based upon anticipated net proceeds upon sale. Information regarding the major classes of assets and liabilities held for sale is presented below:

As of July 31, 2003	Network Communication Segment		Specialty Electronic Segment		Total
(Dollars in thousands)
Assets:
Accounts receivable	$	628	$	—	$	628
Inventory		1,660		—		1,660
Land and buildings, net		221		3,380		3,601
Machinery and other fixed assets		544		—		544
Other assets		215		—		215
Total assets held for sale	$	3,268	$	3,380	$	6,648
Liabilities:
Accounts payable	$	569	$	—	$	569
Other liabilities		323		—		323
Total liabilities held for sale	$	892	$	—	$	892

NOTE 13. INDUSTRY AND GEOGRAPHIC SEGMENT INFORMATION

Our operations are organized into two business segments: the Network Communication segment and the Specialty Electronic segment. The Network Communication segment encompasses connectivity products used within computer networks and communication infrastructures for the electronic and optical transmission of data, voice and multimedia. Products typically included in this segment are high performance network cable, fiber optic cable and passive components, including connectors, wiring racks and panels, and interconnecting hardware for end-to-end network structured wiring systems, and communication cable products for local loop, central office, wireless and other applications. The Specialty Electronic segment encompasses electronic cable products that are used in automation and process control applications as well as specialized wire and cable products for niche markets, including commercial aviation and automotive electronics.

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The accounting policies of the reportable segments are the same as those described in Note 1 “Significant Accounting Policies”. Due to the large number of differing pair configurations and material compositions of its products, the Company aggregates and reports segment revenue based on the end user market application rather than by specific product or group of similar products. Segment performance is evaluated based on operating profit, excluding business restructuring expenses, after allocation of corporate expenses. Business restructuring expenses of $12.4 million, $5.6 million and $15.3 million were incurred in fiscal 2003, 2002 and 2001, respectively. Approximately $10.7 million of the fiscal 2003, $4.9 million of the fiscal 2002 and $8.7 million of the fiscal 2001 restructuring expenses were associated with operations in the Network Communication segment. Corporate assets, which primarily consist of cash, deferred income taxes and other deferred costs, are allocated to the operating segments.

The Company has no inter-segment revenues. Summarized financial information for the Company’s operating segments as of and for the years ended July 31, is as follows:

	Network Communication Segment		Specialty Electronic Segment		Total
(Dollars in thousands)
Sales:
2003	$	283,877	$	200,786	$	484,663
2002		295,453		206,159		501,612
2001		401,881		250,531		652,412
Depreciation and amortization expense:
2003		11,593		7,699		19,292
2002		12,108		8,166		20,274
2001		9,967		8,197		18,164
Segment operating profit:
2003		456		16,324		16,780
2002		4,181		18,774		22,955
2001		28,941		33,543		62,484
Total assets:
2003		293,173		199,780		492,953
2002		366,412		227,433		593,845
2001		356,686		227,710		584,396
Capital expenditures:
2003		4,463		2,192		6,655
2002		7,589		4,970		12,559
2001		28,359		9,723		38,082

Network Communication capital expenditures in fiscal 2001 included $3.2 million related to the discontinued NORCOM operations. Capital expenditures in fiscal 2003 and 2002 related to discontinued NORCOM operations were not material. Depreciation and amortization expense presented above differs from the Consolidated Statements of Cash Flows as that statement has not been restated to reflect discontinued operations treatment for the NORCOM operations.

Segment operating profit differs from consolidated (loss) income from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle reported in the consolidated statements of operations as follows:

Year Ended July 31,	2003			2002		2001
(Dollars in thousands)
Segment operating profit	$	16,780		$	22,955	$	62,484
Business restructuring expense, net		12,422			5,611		15,326
Interest expense, net		5,528			6,796		9,018
Other (income) expense, net		(18	)		857		57
(Loss) income before income taxes, minority interest and cumulative effect of change in accounting principle	$	(1,152	)	$	9,691	$	38,083

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The following summarizes external sales to customers and long-lived assets located in the Company’s country of domicile and certain foreign countries:

July 31,	2003		2002		2001
(Dollars in thousands)
Sales:
United States	$	256,757	$	287,986	$	407,017
Germany		63,345		54,218		43,180
Canada		49,193		49,958		66,162
Other		115,368		109,450		136,053
Total	$	484,663	$	501,612	$	652,412
Long-lived assets:
United States	$	76,309	$	88,426	$	90,631
Canada		45,761		46,434		43,231
Germany		33,248		30,396		26,844
Czech Republic		23,882		22,094		—
Other		33,834		35,841		31,028
Total	$	213,034	$	223,191	$	191,734

July 31,	2003		2002
(Dollars in thousands)
Reconciliation of long-lived assets to the consolidated balance sheets:
Property, plant and equipment, net	$	204,738	$	212,976
Other assets		13,211		12,497
Less:
Minimum pension intangible asset		987		1,041
Deferred financing fees, net		3,928		1,241
Total long-lived assets	$	213,034	$	223,191

NOTE 14. LEASE COMMITMENTS

Rental expense under noncancelable operating leases was approximately $5.4 million, $7.6 million and $5.9 million for the years ended July 31, 2003, 2002 and 2001, respectively. Operating leases relate principally to manufacturing, warehouse and office space. Minimum annual rents payable under non-cancelable leases in each of the next five years and thereafter are as follows:

Year Ended July 31,	Total
(Dollars in thousands)
2004	$	5,342
2005		4,310
2006		3,077
2007		1,204
2008		1,106
Thereafter		829
Total future minimum lease payments	$	15,868

In July 2002 the Company entered into a sublease agreement for one of its facilities. The Company remains primarily liable under the terms of the original lease, therefore operating lease payments presented above include amounts due under the terms of the original lease agreement. In fiscal 2002 the Company recognized a loss related to such sublease of $0.4 million, which represents the excess of remaining payments due under the terms of the original lease over expected sublease income. The Company received $0.6 million and $0.1 million from sublease rentals in fiscal 2003 and 2002, respectively. There were no sublease rentals in fiscal 2001.

NOTE 15. COMMITMENTS AND CONTINGENCIES

The Company is subject to legal proceedings and claims that arise in the normal course of business, including patent, trademark and environmental matters. In management’s opinion, any liability that might be incurred in connection with the resolution of such matters would not have a material effect upon the Company’s financial position, results of operations or cash flows.

Selling, general and administrative expenses for fiscal 2002 include a $1.3 million provision for a lawsuit currently in discovery, and whose worst-case exposure is estimated at $3.0 million. Although the outcome of this matter is not certain at this time, the provision represents management’s most likely estimate of exposure.

The Company had granted, in connection with the acquisition of its HEW/CDT subsidiary in fiscal 1999, a put option to the sellers for the 20% minority interest in HEW/CDT. The put option expired unexercised on January 31, 2003.

The Company had outstanding letters of credit of $2.3 million and $1.9 million as of July 31, 2003 and 2002, respectively. As of July 31, 2003 and 2002, the Company also maintained a $1.2 million bond in connection with workers’ compensation self-insurance in the state of Massachusetts.

The Company records a liability for product warranty obligations at the time of sale to a customer based upon historical warranty experience, and records a liability for specific warranty matters when they become known and are reasonably estimable. Product warranty accruals as of July 31, 2003 and 2002 as well as the related charges for the fiscal years 2003, 2002 and 2001 were not material.

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The Company remains responsible for providing post-retirement benefits to employees of the discontinued NORCOM operating unit (See Note 12 “Acquisitions and Divestitures”) who retired prior to the sale closing or who retire during the two years following the sale closing. The union has filed a grievance regarding the Company’s policy with respect to the provision of certain post-retirement benefits to a survivor after the death of the retiree. The Company has denied this grievance, and the matter is scheduled to go to arbitration. As of July 31, 2003, management believes that a loss relating to this matter is not probable. The estimated liability involved, based on current actuarial assumptions, is $0.9 million.

NOTE 16. RELATED PARTY TRANSACTIONS

In the normal course of business the Company enters into transactions for the purchase of materials, equipment and services with entities that are affiliated with or owned by an officer/stockholder. Transactions with related parties were approximately $0.2 million, $0.1 million and $0.3 million for the years ended July 31, 2003, 2002 and 2001, respectively.

NOTE 17. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Concentrations of credit risk with respect to trade receivables are limited due to the Company’s wide variety of customers and the many markets into which the Company’s products are sold, as well as the many different geographic areas in which such customers and markets are located. As a result, at July 31, 2003, the Company does not believe it has any significant concentrations of credit risk.

The fair values and carrying amounts of the Company’s financial instruments, primarily cash and cash equivalents, accounts receivable, and accounts payable, are approximately equivalent. The carrying value of the Company’s fixed rate debt instruments at July 31, 2003 was $114.7 million. The fair value of the fixed rate debt instruments at July 31, 2003 approximated carrying value. The Company’s fixed rate debt outstanding as of July 31, 2002 was not material. All other financial instruments are classified as current and will be utilized within the next operating cycle.

The Company purchases foreign currency forward exchange contracts, which are highly effective as, and are designated as, fair value hedges of foreign currency receivables. The impact of these foreign currency forward contracts, recorded in other expense, net in the consolidated statement of operations, was not material for fiscal years 2003 or 2002. No derivative instrument initially designated as a fair value hedge instrument was undesignated or discontinued as a hedging instrument during fiscal 2003 or 2002. The notional amount of outstanding foreign currency exchange contracts was $6.0 million and $6.9 million at July 31, 2003 and 2002, respectively. The fair value of these contracts was not material at July 31, 2003 or 2002. The Company did not utilize any derivative instruments during the fiscal year ended July 31, 2001.

NOTE 18. BUSINESS RESTRUCTURING EXPENSES

During fiscal 2003 we incurred business restructuring expenses of $12.4 million ($7.9 million, net of tax) associated with the implementation of various cost saving initiatives, including the consolidation of four facilities into other operations, the planned divestiture of a fifth operation, and workforce reductions company wide. The restructuring expenses include severance and other employee termination costs of approximately $5.3 million, asset impairment charges, net of recoveries, of approximately $5.8 million, future rent payments under noncancelable operating leases of $0.8 million, and other costs associated with the facility consolidations of $0.5 million. Approximately $10.7 million of the fiscal 2003 restructuring expenses were associated with operations in the Network Communication segment.

We incurred business restructuring expenses of $5.6 million ($3.3 million net of tax) during fiscal 2002 related to various plans to reduce costs, including workforce reductions and the consolidation of certain facilities. The restructuring expense includes severance and other employee termination costs of $3.4 million ($2.1 million net of tax) related to the termination of 319 employees, of which 317 had left the Company as of July 31, 2002. Asset impairment charges of $2.2 million ($1.3 million net of tax) were incurred related to property and equipment held for sale and costs related to the closing of the Company’s wireless assembly facility, primarily representing the write-off of inventory applicable to terminated customer contracts. Approximately $4.9 million of the pretax fiscal 2002 restructuring expenses were associated with operations in the Network Communication segment.

We incurred business restructuring expenses of $15.3 million ($12.9 million, net of tax) in fiscal 2001 related to workforce reductions, goodwill impairment, and the sale of a business. The fiscal 2001 expense includes a charge of $3.8 million ($2.4 million, net of tax) for severance and other employee termination costs associated with a workforce reduction plan affecting 433 hourly and salaried employees, including workers under contract manufacturing arrangements. All of the employee terminations under this plan have been completed. The restructuring charge related to a company-wide workforce reduction rather than to a specific business segment, and is therefore excluded from segment operating profit (see Note 13 “Industry and Geographic Segment Information”). However, had these costs been allocated to the Company’s business segments in a manner consistent with other Corporate expenses, the Network Communication and Specialty Electronic segments operating profit for fiscal 2001 would have been reduced by $1.8 million and $2.0 million, respectively. Goodwill impairment charges of $9.4 million ($8.4 million, net of tax) were incurred in fiscal 2001 as a result of the Company’s evaluation of the recoverability of the carrying value of goodwill for certain of its operations based on the estimates of future cash flows for these operations. Of the total goodwill impairment charge, $3.8 million, net of tax, represented goodwill associated with operations in the Network Communication segment, and $4.6 million, net of tax, with operations in the Specialty Electronic segment. During fiscal 2001, the Company sold substantially all the assets of a network distribution business located in the United Kingdom. The Company incurred a $2.1 million net of tax loss on the sale of assets.

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The following table displays the activity related to the restructuring plans:

	Severance and Other Employee Costs			Asset Write-downs			Lease Payments and Other Costs			Total
(Dollars in thousands)
Restructuring reserve, July 31, 2001	$	3,362		$	—		$	—		$	3,362
Charges		3,445			2,166			—			5,611
Cash expenditures		(4,527	)		—			—			(4,527	)
Asset write-downs		—			(2,166	)		—			(2,166	)
Currency translation and other		(856	)		—			—			(856	)
Restructuring reserve, July 31, 2002		1,424			—			—			1,424
Charges		5,352			5,943			1,325			12,620
Expense adjustments and recoveries		(71	)		(127	)		—			(198	)
Cash expenditures		(5,382	)		—			(713	)		(6,095	)
Asset write-downs		—			(5,816	)		—			(5,816	)
Currency translation and other		383			—			142			525
Restructuring reserve, July 31, 2003	$	1,706		$	—		$	754		$	2,460

NOTE 19. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Quarterly results for fiscal 2002 have been restated to reflect the sale of the NORCOM operating unit as a discontinued operation. See Note 12 “Acquisitions and Divestitures” for additional information.

Quarterly financial data are summarized as follows:

Fiscal Year 2003	First			Second			Third			Fourth
(Dollars in thousands, except per share data)
Net sales	$	121,041		$	112,024		$	122,127		$	129,471
Gross profit		27,693			25,870			28,569			31,823
Income (loss) from operations		(3,879	)		1,855			4,377			2,005
Net (loss) income from continuing operations before cumulative effect of accounting change		(3,575	)		166			2,056			(1,666	)
Loss from discontinued operations		(32,644	)		—			(47	)		(141	)
Cumulative effect of change in accounting principle (a)		(35,723	)		—			—			—
Net (loss) income	$	(71,942	)	$	166		$	2,009		$	(1,807	)
Per share information:
Diluted (loss) earnings per common share:
Net (loss) income from continuing operations	$	(0.08	)	$	0.00		$	0.05		$	(0.04	)
Net loss from discontinued operations		(0.73	)		—			—			—
Cumulative effect of change in accounting principle (a)		(0.80	)		—			—			—
Net (loss) income	$	(1.61	)	$	0.00		$	0.05		$	(0.04	)
Fiscal Year 2002	First			Second			Third			Fourth
(Dollars in thousands, except per share data)
Net sales	$	128,602		$	115,236		$	129,777		$	127,997
Gross profit (b)		35,615			25,647			35,138			31,658
Income (loss) from operations		7,135			(5,627	)		9,453			6,383
Net income (loss) from continuing operations		3,583			(4,503	)		3,855			1,965
(Loss) income from discontinued operations		(753	)		(791	)		2			230
Net income (loss)	$	2,830		$	(5,294	)	$	3,857		$	2,195
Per share information:
Diluted earnings (loss) per common share:
Net income (loss) from continuing operations	$	0.08		$	(0.10	)	$	0.09		$	0.04
Net (loss) income from discontinued operations		(0.02	)		(0.02	)		—			0.01
Net income (loss)	$	0.06		$	(0.12	)	$	0.09		$	0.05

^(a) Results for the first quarter 2003 have been adjusted to reflect the cumulative effect of an accounting change related to the adoption of SFAS 142 that was retroactive to August 1, 2002. See Note 5 “Goodwill and other Identifiable Intangible Assets.”

^(b) Gross profit for each quarter of fiscal 2002 has been restated to reflect the reclassification of shipping and handling costs from selling, general and administrative expenses to cost of sales. See Note 1 “Significant Accounting Policies.”

38

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Effective April 8, 2002, the Board of Directors, upon the recommendation of the Audit Committee, approved the engagement of Deloitte & Touche LLP as its independent accountants for the fiscal year ending July 31, 2002 and dismissed the firm of Arthur Andersen LLP.

The reports of Arthur Andersen LLP on our consolidated financial statements for each of the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principle.

During the past two fiscal years and through April 8, 2002, there were no disagreements between us and Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to Arthur Andersen LLP’s satisfaction, would have caused the firm to make reference to the subject matter thereof in connection with their report on our consolidated financial statements and there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

During the year ended July 31, 2001 and through April 8, 2002, we did not consult with Deloitte & Touche LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

ITEM 9a. CONTROLS AND PROCEDURES

a. Evaluation of disclosure controls and procedures. The Company carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures as of July 31, 2003. Based upon that evaluation, the Company’s principal executive officer and principal financial officer have concluded that, except as noted below, the Company’s disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Prior to the filing of this report and as a result of their audit procedures, the Company’s auditors reported matters to the audit committee that came to their attention that constitute a “Reportable Condition” under the standards established by the American Institute of Certified Public Accountants. The auditors expressed their belief that the Company needs to: (i) expand its financial accounting resources at the corporate level, (ii) develop and communicate accounting policies and procedures on a corporate wide basis and (iii) enhance oversight of the accounting and financial reporting process. Recommendations from the auditors included increasing the corporate level accounting resources, evaluating the number and quality of local level resources, developing and distributing Company-wide accounting policies and procedures, enhancing oversight of accounting functions at various Company locations and of the external financial accounting and reporting process, and employing a senior level person with significant GAAP expertise with primary responsibility for oversight of financial accounting and reporting.

Commencing in the second half of the fiscal year ended July 31, 2003, as a continuation of our global consolidation efforts and responding to the increasing requirements of legislation regarding controls and accountability, we began implementing a number of steps to strengthen the Company’s financial organization, including:

• Changes to the financial organization are being made, including changing the duties and responsibilities of various positions and the anticipated hiring of additional finance resoures. In addition, controllers for U.S. network, U.S. specialty electronic and international operations have been or will be appointed to provide greater oversight of financial and operational matters at the local operating unit level. We believe that such actions will significantly improve our overall staffing and resources.

• The Company hired a treasurer in October 2003 to centralize risk management, cash management and other treasury functions.

• The internal audit function was outsourced to Ernst & Young in May 2003. Ernst & Young performs the internal audit function, and is assisting the Company in implementing the requirements of Section 404 of the Sarbanes-Oxley Act. In connection with such efforts, management and Ernst & Young are reviewing the Company’s controls and procedures and are supplementing and unifying such controls and procedures as necessary.

• Certain of the Company’s transaction processes are being centralized in the form of a shared service organization to enhance controls and provide operational efficiencies over the Company’s routine processes.

The Company will continue to review the auditor’s observations and recommendations, as well as additional actions that might be appropriate in connection therewith.

b. Changes in internal control. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation described above, except as noted in item a. above. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken, except as noted in item a. above.

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning the Registrant’s directors, including compliance with Section 16 (a) of the Exchange Act and disclosure of audit committee financial experts is set forth in the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission on or before November 14, 2003. Such information is incorporated herein by reference.

We have adopted a code of ethics applicable to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. A copy of this code of ethics is filed as an exhibit to this Annual Report on Form 10-K, and we intend to disclose any changes to or waivers from this code of ethics in future Form 8-K filings.

EXECUTIVE OFFICERS OF THE REGISTRANT

Age	Present Office and Experience
62	Ferdinand C. Kuznik has been a director of the Company since 2000, and Chief Executive Officer of the Company since December 2001. In June 2001, Mr. Kuznik retired from Motorola, Inc. where he had served since 1999 as Executive Vice President of Motorola, Inc. and President of Motorola’s operations in Europe, the Middle East and Africa. From 1997 to 1999, Mr. Kuznik served as President of Motorola’s Personal Communications Sector. Mr. Kuznik has also served as Managing Director of Philips Telecommunications and held management positions with A.D. Little and AT&T Switching Systems. Mr. Kuznik has a Dipl. Ing. Degree from the Technical University of Ostrava and a Master’s Degree in Computer Science from the Illinois Institute of Technology in Chicago.
61	George C. Graeber has been Chief Operating Officer and a director of the Company since 1998, and President of the Company since December 2001. From 1992 to 1998, Mr. Graeber served in various other positions with the Company, including Executive Vice President of the Company and President of Montrose/CDT. From 1990 to 1992 Mr. Graeber was a Vice President and General Manager of the Energy division of Anixter International, Inc., a distributor of cable and communication equipment. Mr. Graeber also was the President of the Industrial Electronic division of Brintec Corp. and a Vice President of Brand Rex Cable. Mr. Graeber has a Master’s Degree in Electrical Engineering from the University of Connecticut.
64	David R. Harden has been a Senior Vice President of CDT and President of West Penn/CDT since 1988. He founded West Penn Wire in 1971, and operated that company until 1984 when it was acquired by the Company. From 1984 until 1988 Mr. Harden was an Executive Vice President of West Penn/CDT.
42	Peter Sheehan has been an Executive Vice President of the Company since 1998. Mr. Sheehan joined the Company in 1995 in the area of international sales and marketing. Prior to joining the company Mr. Sheehan was Senior Vice President of Sales and Marketing of Berk-tek, a wire and cable company. Mr. Sheehan has a Bachelor’s Degree from Boston College.

39

48	William E. Cann has been Vice President and Chief Financial Officer of the Company since December 2002. From 1999 to 2002 Mr. Cann served as Senior Vice President and Chief Financial Officer of Calgon Carbon Corporation. From 1996 to 1999, Mr. Cann was Vice President and Treasurer of Reichhold, Inc. Mr. Cann has a Bachelor’s Degree in Accounting from the University of Toledo.
42	Charles B. Fromm was appointed Vice President and General Counsel of the Company in October 1997, and Secretary of the Company in 1999. Prior to joining the Company, Mr. Fromm was a Partner at Kirkland & Ellis, New York. Mr. Fromm has a Bachelor’s Degree in Business Administration and a Juris Doctor Degree from the University of Michigan.
56	Ian Mack was appointed President of European Operations in August 2000. Prior thereto, Mr. Mack was managing director of Brand Rex Limited, a division of BICC plc, a company based in the United Kingdom.
47	Robert Canny was appointed Vice President of Specialty Products in June 2002. Mr. Canny was general manager of Thermax/CDT since its acquisition by CDT in 1997, and from 1987 to 1997 served in various other positions with Thermax. Prior to joining Thermax, Mr. Canny held management and technical positions at Rockbestos, Times Fiber and RFS Cablewave Systems. Mr. Canny has a Bachelor’s Degree in Physics from Southern Connecticut State University and a Master’s Degree in Industrial Engineering from the University of New Haven.

ITEM 11. EXECUTIVE COMPENSATION

Information concerning compensation of executive officers of the Registrant is set forth in the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission on or before November 14, 2003. Such information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information concerning security ownership of certain beneficial owners and management is set forth in the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission on or before November 14, 2003. Such information is incorporated herein by reference.

Equity Compensation Plan Information

As of July 31, 2003
(In thousands, except per share amounts)
	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Plan Category:
Equity compensation plans approved by security holders	2,215,428	$	12.31	1,572,556
Equity compensation plans not approved by security holders	1,987,797	$	11.67	152,449
	4,203,225	$	12.01	1,725,005

Equity compensation plans not approved by security holders represent the Company’s Non-Employee Director Stock Plan (the “Non-Employee Plan”), the Long Term Performance Incentive Plan adopted in fiscal 1999 (the “1999 Plan”) and the Long Term Performance Incentive Plan (the “Stock Option Plan”) adopted in September 1993. The Non-Employee Plan provides that shares of common stock having a fair market value of $15,000 be granted annually to each non-employee director each August 1. The 1999 Plan provided for the grant of various types of incentive awards, and was canceled as to future grants as of June 9, 2003. The Stock Option Plan provides for the granting to employees and other key individuals stock options, stock appreciation rights, restricted stock, performance units and other types of incentive awards. Terms of stock options issued under the 1999 Plan and Stock Option Plan include vesting over periods ranging from three to five years, an exercise price equal to the fair market value of the stock at the date of grant, and a maximum option term of ten years from the date of grant.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information concerning certain relationships and related transactions is set forth in the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission on or before November 14, 2003. Such information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required by this item is set forth in the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission on or before November 14, 2003. Such information is incorporated herein by reference.

40

PART IV.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 1. The following are filed as part of this Annual Report on Form 10-K:

a. Report of Independent Public Accountants.

b. Consolidated Statements of Operations for the years ended July 31, 2003, 2002 and 2001.

c. Consolidated Balance Sheets as of July 31, 2003 and 2002.

d. Consolidated Statements of Cash Flows for the years ended July 31, 2003, 2002 and 2001.

e. Consolidated Statements of Stockholders’ Equity for the years ended July 31, 2003, 2002 and 2001.

f. Notes to Consolidated Financial Statements.

     2. The following documents are filed as part of this report:

a. Report of Independent Public Accountants on Supplemental Schedule.

b. Schedule II: Valuation and Qualifying Accounts for the three years ended July 31, 2003.

c. List of Exhibits

All other schedules have been omitted because they are not applicable.

     3. List of Exhibits

3.1	Amended and Restated Certificate of Incorporation of CDT as filed with the Secretary of State of Delaware on November 10, 1993, incorporated by reference to Exhibit 3.1 to CDT’s Registration Statement on Form S-1 (File No. 33-69992), Certificate of Amendment of the Restated Certificate of Incorporation of CDT and Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A of CDT, as filed with the Secretary of State of Delaware on December 11, 1996 and incorporated by reference to CDT’s Registration Statement on Form 8-A/A, as filed on December 23, 1996.
3.2	By-Laws of CDT, as amended to date, incorporated by reference to Exhibit 3.2 to the Post-Effective Amendment No. 1 to CDT’s Registration Statement on Form S-3 (File No. 333-00554), as filed on February 28, 1996.
4.1	Form of certificate representing shares of the Common Stock of CDT. Incorporated by reference to Exhibit 4.1 to CDT’s Registration Statement on Form S-1 (File No. 33-69992).
4.2	Rights Agreement dated as of December 11, 1996, between Cable Design Technologies Corporation and The First National Bank of Boston, as Rights Agent, including the form of Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A attached thereto as Exhibit A, the form of Rights Certificate attached thereto as Exhibit B and the Summary of Rights attached thereto as Exhibit C. Incorporated herein by reference to CDT’s Registration Statement on Form 8-A, as filed on December 11, 1996.
4.3	Indenture, dated July 8, 2003, between Cable Design Technologies Corporation and U.S. Bank National Association, as Trustee, relating to 4.00% Convertible Subordinated Debentures Due July 15, 2023.**
4.4	Registration Rights Agreements, dated July 8, 2003, relating to 4.00% Convertible Subordinated Debentures.**
4.5	Form of 4.00% Convertible Subordinated Debenture due 2023 (included in the Indenture filed as Exhibit 4.3 hereto).
*10.1	CDT LongTerm Performance Incentive Plan (adopted on September 23, 1993). Incorporated by reference to Exhibit 10.18 to CDT’s Registration Statement on Form S-1 (File No. 33-69992).
*10.2	CDT Stock Option Plan. Incorporated by reference to Exhibit 4.3 to CDT’s Registration Statement on Form S-8 as filed on December 22, 1993.
*10.3	Cable Design Technologies Corporation Management Stock Award Plan (adopted on September 23, 1993). Incorporated by reference to Exhibit 4.3 to CDT’s Registration Statement on Form S-8, as filed on May 2, 1994.
*10.4	Description of CDT Bonus Plan. Incorporated by reference to Exhibit 10.20 to CDT’s Registration Statement on Form S-1 (File No. 33-69992).
10.7	Collective Labour Agreement dated June 10, 2001, between NORDX/CDT and Canadian Union of Communications Workers Unit 4. Incorporated by reference to Exhibit 10.7 to CDT’s Annual Report on Form 10-K, as filed on October 29, 2002.
*10.8	Form of Change in Control Agreement between CDT and each of George C. Graeber, Charles B. Fromm, Peter Sheehan and Ian Mack. Incorporated by reference to Exhibit 10.14 to CDT’s Annual Report on Form 10-K, as filed on October 27, 1999.

41

*10.10	Cable Design Technologies Corporation 1999 Long-Term Performance Incentive Plan adopted April 19, 1999 and amended June 11, 1999. Incorporated by reference to Exhibit 10.16 to CDT’s Annual Report on Form 10-K, as filed on October 27, 1999.
*10.11	Cable Design Technologies Corporation Employee Stock Purchase Plan. Incorporated by reference to Exhibit 4.3 to CDT’s Registration Statement on Form S-8 (File No. 333-76351).
*10.12	Form of June 11, 1999 Stock Option Grant under the 1999 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.18 to CDT’s Annual Report on Form 10-K, as filed on October 27, 1999.
*10.13	Form of April 23, 1999 Stock Option Grant. Incorporated by reference to Exhibit 10.19 to CDT’s Annual Report on Form 10-K, as filed on October 27, 1999.
*10.14	Amendment No. 1, dated March 7, 2000, to Cable Design Technologies Corporation Non-Employee Director Stock Plan. Incorporated by reference to Exhibit 10.14 to CDT’s Annual Report on Form 10-K, as filed on October 27, 2000.
*10.15	Amendment No. 2, dated July 13, 2000, to Cable Design Technologies Corporation 1999 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.15 to CDT’s Annual Report on Form 10-K, as filed on October 27, 2000.
*10.16	Employment agreement dated August 1, 2000, among CDT, Noslo Ltd. and Ian Mack. Incorporated by reference to Exhibit 10.16 to CDT’s Annual Report on Form 10-K, as filed on October 27, 2000.
*10.17	Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan adopted December 6, 2000. Incorporated by reference to Exhibit 99.1 to CDT’s Report on Form 10-Q as filed on March 15, 2001.
*10.18	Form of Stock Option Grant under CDT Non-Employee Director Stock Plan. Incorporated by reference to Exhibit 99.2 to CDT’s Report on Form 10-Q as filed on March 15, 2001.
*10.20	Form of Employment Agreement dated December 10, 2001, between Cable Design Technologies Corporation and Ferdinand C. Kuznik. Incorporated by reference to Exhibit 10.2 to CDT’s Report on Form 10-Q as filed on March 13, 2002.
*10.21	Form of Change in Control Agreement dated December 10, 2001, between Cable Design Technologies Corporation and Ferdinand C. Kuznik. Incorporated by reference to Exhibit 10.1 to CDT’s Report on Form 10-Q as filed on March 13, 2002.
*10.22	Form of Ferdinand C. Kuznik nonqualified stock option grant, dated January 21, 2002. Incorporated by reference to Exhibit 10.4 to CDT’s Report on Form 10-Q as filed on March 13, 2002.
*10.23	Amendment, dated December 10, 2001, to Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.5 to CDT’s Report on Form 10-Q as filed on March 13, 2002.
*10.24	Form of Employment Agreement dated October 15, 2002, between Cable Design Technologies Corporation and William Cann. Incorporated by reference to Exhibit 10.21 to CDT’s report on Form 10-Q as filed December 16, 2002.
*10.25	Form of Restricted Stock Grant, dated October 16, 2002, under the 2001 and Supplemental Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.22 to CDT’s report on Form 10-Q as filed on March 11, 2003.
*10.26	Amendment No. 2, dated October 9, 2001, to Cable Design Technologies Corporation Non-Employee Director Stock Plan. Incorporated by reference to Exhibit 10.24 to CDT’s report on Form 10-Q as filed on June 16, 2003.
10.27	Purchase Agreement, dated July 1, 2003, between Cable Design Technologies Corporation and Credit Suisse First Boston LLC, relating to 4.00% Convertible Subordinated Debentures.**
10.28	Asset Purchase Agreement dated October 22, 2002, between NORDX/CDT, Inc., Belden (Canada) Inc. and Belden Communications Company. Incorporated by reference to Exhibit 99.3 to CDT’s report on Form 10-Q as filed on December 16, 2002.
14.1	Code of Ethics.**
21.1	List of Subsidiaries of CDT.**
23.1	Consent of Deloitte & Touche LLP.**

42

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
	Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*).

** Filed Herein

(b) Reports on Form 8-K

The following were filed during the quarter ended July 31, 2003:

Form 8-K dated May 28, 2003, reported under Item 9. Regulation FD Disclosure regarding the press release announcing third quarter 2003 financial results.

Form 8-K dated June 30, 2003, reported under Item 7. Financial Statements and Exhibits and Item 9. Regulation FD Disclosure regarding the press release announcing $110 million Convertible Subordinated Debenture Offering and Simultaneous Share Repurchases.

Form 8-K dated July 2, 2003, reported under Item 5. Other Events, Item 7. Financial Statements and Exhibits and Item 9. Regulation FD Disclosure, regarding the agreement to issue and sell $110 million aggregate principal amount of its 4% Convertible Subordinated Debentures due 2023 through an offering within the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

43

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Cable Design Technologies Corporation
By:	/s/ Ferdinand Kuznik	October 29, 2003
	Ferdinand Kuznik Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on October 25, 2002.

SIGNATURE	TITLE
/s/ Bryan C. Cressey Bryan C. Cressey	Chairman of the Board; Director
/s/ Ferdinand C. Kuznik Ferdinand C. Kuznik	Director; Chief Executive Officer (Principal Executive Officer)
/s/ George C. Graeber George C. Graeber	Director; President, Chief Operating Officer
/s/ William E. Cann William E. Cann	Vice President; Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Michael F.O. Harris Michael F.O. Harris	Director
/s/ Glenn Kalnasy Glenn Kalnasy	Director
/s/ Richard C. Tuttle Richard C. Tuttle	Director
/s/ Lance Balk Lance Balk	Director

44

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Stockholders of Cable Design Technologies Corporation:

We have audited the consolidated financial statements of Cable Design Technologies Corporation and subsidiaries as of July 31, 2003 and 2002 and for each of the three years in the period ended July 31, 2003 and have issued our report (which expresses an unqualified opinion and contains an explanatory paragraph related to the adoption of Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets”) thereon dated October 27, 2003; such report is included elsewhere in this Form 10-K. Our audits also included the consolidated financial statement schedule of Cable Design Technologies Corporation and subsidiaries, listed in Item 15. This consolidated financial statement schedule is the responsibility of the Corporation’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania

October 27, 2003

45

CABLE DESIGN TECHNOLOGIES CORPORATION

SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED JULY 31, 2003, 2002 AND 2001

(Dollars in thousands)

	Balance at Beginning of Period (a)		Additions to Reserve from Acquisitions & Other Adjustments			Charged to Costs and Expenses		Reduction from Reserve			Balance at End of Period
Allowance for uncollectible accounts/sales returns:
Year Ended July 31, 2001	$	6,088	$	(94	)	$	7,144	$	(7,797	)	$	5,341
Year Ended July 31, 2002	$	5,341	$	1,284		$	1,428	$	(1,734	)	$	6,319
Year Ended July 31, 2003	$	6,319	$	201		$	2,397	$	(2,768	)	$	6,149

^(a) Represents reserves acquired through business combinations, foreign currency translation adjustments and, in fiscal 2002, reclassifications of sales return allowances from net trade accounts receivable to allowance accounts.

46

CABLE DESIGN TECHNOLOGIES CORPORATION

INDEX TO EXHIBITS FILED HEREIN

JULY 31, 2003

EXHIBIT NUMBER		EXHIBIT
4.3	-	Indenture, dated July 8, 2003, between Cable Design Technologies Corporation and U.S. Bank National Association, as Trustee, relating to 4.00% Convertible Subordinated Debentures Due July 15, 2023.
4.4	-	Registration Rights Agreements, dated July 8, 2003, relating to 4.00% Convertible Subordinated Debentures.
4.5	-	Purchase Agreement, dated July 1, 2003, between Cable Design Technologies Corporation and Credit Suisse First Boston LLC, relating to 4.00% Convertible Subordinated Debentures.
14.1	-	Code of Ethics.
21.1	-	List of Subsidiaries of CDT.
23.1	-	Consent of Deloitte & Touche LLP.
31.1	-	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	-	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	-	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	-	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

47

EX-4.3

Exhibit 4.3

CABLE DESIGN TECHNOLOGIES CORPORATION

and

U.S. Bank National Association,

as Trustee

INDENTURE

Dated as of July 8, 2003

4.00% Convertible Subordinated Debentures Due July 15, 2023

CROSS-REFERENCE TABLE

Trust Indenture    Act Section		Indenture Section
310	(a)(1)	8.10
	(a)(2)	8.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	8.10
	(b)	8.10
	(c)	N.A.
311	(a)	8.11
	(b)	8.11
	(c)	N.A.
312	(a)	N.A.
	(b)	13.03
	(c)	13.03
313	(a)	8.06
	(b)	8.06
	(c)	N.A.
	(d)	N.A.
314	(a)	5.02
	(b)	N.A.
	(c)(1)	N.A.
	(c)(2)	N.A.
	(c)(3)	N.A.
	(d)	N.A.
	(e)	N.A.
	(f)	N.A.
315	(a)	8.01(b)
	(b)	8.05
	(c)	N.A.
	(d)(1)	8.01(c)
	(d)(2)	8.01(c)
	(d)(3)	8.01(c)
	(e)	7.11
316	(a)(last sentence)	N.A.
	(a)(1)(A)	7.05
	(a)(1)(B)	7.04
	(a)(2)	N.A.

	(b)	N.A.
	(c)	N.A.
317	(a)(1)	N.A.
	(a)(2)	N.A.
	(b)	N.A.
318	(a)	N.A.

N.A. means Not Applicable.

NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture.

2

CONTENTS

			Page
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE			1
	SECTION 1.01.	DEFINITIONS	1
	SECTION 1.02.	OTHER DEFINITIONS	7
	SECTION 1.03.	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	8
	SECTION 1.04.	RULES OF CONSTRUCTION	8
ARTICLE 2. THE SECURITIES			9
	SECTION 2.01.	FORM AND DATING	9
	SECTION 2.02.	EXECUTION AND AUTHENTICATION	10
	SECTION 2.03.	REGISTRAR, PAYING AGENT, CONVERSION AGENT AND NEW YORK PRESENTING AGENT	11
	SECTION 2.04.	PAYMENT ON SECURITIES; PAYING AGENT TO HOLD MONEY IN TRUST	11
	SECTION 2.05.	SECURITYHOLDER LISTS	12
	SECTION 2.06.	TRANSFER AND EXCHANGE	12
	SECTION 2.07.	REPLACEMENT SECURITIES	13
	SECTION 2.08.	OUTSTANDING SECURITIES	13
	SECTION 2.09.	TREASURY SECURITIES	13
	SECTION 2.10.	TEMPORARY SECURITIES	14
	SECTION 2.11.	CANCELLATION	14
	SECTION 2.12.	DEFAULTED INTEREST	14
	SECTION 2.13.	CUSIP NUMBERS	14
	SECTION 2.14.	ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS	15
ARTICLE 3. REDEMPTION			21
	SECTION 3.01.	COMPANY’S RIGHT TO REDEEM; NOTICE TO TRUSTEE	21
	SECTION 3.02.	SELECTION OF SECURITIES TO BE REDEEMED	22
	SECTION 3.03.	NOTICE OF REDEMPTION	22
	SECTION 3.04.	EFFECT OF NOTICE OF REDEMPTION	23
	SECTION 3.05.	DEPOSIT OF REDEMPTION PRICE	23
	SECTION 3.06.	SECURITIES REDEEMED IN PART	24
ARTICLE 4. REPURCHASES			24
	SECTION 4.01.	PURCHASE OF SECURITIES AT OPTION OF THE HOLDER	24
	SECTION 4.02.	PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE OF CONTROL	31
	SECTION 4.03.	EFFECT OF PURCHASE NOTICE OR CHANGE OF CONTROL PURCHASE NOTICE	35

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	SECTION 4.04.	DEPOSIT OF PURCHASE PRICE OR CHANGE OF CONTROL PURCHASE PRICE	36
	SECTION 4.05.	SECURITIES PURCHASED IN PART	36
	SECTION 4.06.	COVENANT TO COMPLY WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES	37
	SECTION 4.07.	REPAYMENT TO THE COMPANY	37
ARTICLE 5. COVENANTS			37
	SECTION 5.01.	PAYMENT OF SECURITIES	38
	SECTION 5.02.	COMMISSION REPORTS	38
	SECTION 5.03.	COMPLIANCE CERTIFICATE	38
	SECTION 5.04.	CORPORATE EXISTENCE	38
	SECTION 5.05.	NOTICE OF DEFAULTS	38
	SECTION 5.06.	FURTHER INSTRUMENTS AND ACTS	38
	SECTION 5.07.	RESALE OF CERTAIN SECURITIES	39
	SECTION 5.08.	REGISTRATION RIGHTS	39
	SECTION 5.09.	DELIVERY OF CERTAIN INFORMATION	39
ARTICLE 6. SUCCESSORS			40
	SECTION 6.01.	WHEN COMPANY MAY MERGE, ETC.	40
ARTICLE 7. DEFAULTS AND REMEDIES			41
	SECTION 7.01.	EVENTS OF DEFAULT	41
	SECTION 7.02.	ACCELERATION	42
	SECTION 7.03.	OTHER REMEDIES	43
	SECTION 7.04.	WAIVER OF PAST DEFAULTS	43
	SECTION 7.05.	CONTROL BY MAJORITY	43
	SECTION 7.06.	LIMITATION ON SUITS	44
	SECTION 7.07.	RIGHTS OF HOLDERS TO RECEIVE PAYMENT	44
	SECTION 7.08.	COLLECTION SUIT BY TRUSTEE	44
	SECTION 7.09.	TRUSTEE MAY FILE PROOFS OF CLAIM	44
	SECTION 7.10.	PRIORITIES	45
	SECTION 7.11.	UNDERTAKING FOR COSTS	46
	SECTION 7.12.	WAIVER OF STAY, EXTENSION OR USURY LAWS	46
ARTICLE 8. TRUSTEE			46
	SECTION 8.01.	DUTIES OF TRUSTEE	46
	SECTION 8.02.	RIGHTS OF TRUSTEE	48
	SECTION 8.03.	INDIVIDUAL RIGHTS OF TRUSTEE	48
	SECTION 8.04.	TRUSTEE’S DISCLAIMER	48
	SECTION 8.05.	NOTICE OF DEFAULTS	49
	SECTION 8.06.	REPORTS BY TRUSTEE TO HOLDERS	49
	SECTION 8.07.	COMPENSATION AND INDEMNITY	49
	SECTION 8.08.	REPLACEMENT OF TRUSTEE	50
	SECTION 8.09.	SUCCESSOR TRUSTEE, AGENTS BY MERGER, ETC.	51

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	SECTION 8.10.	ELIGIBILITY; DISQUALIFICATION	51
	SECTION 8.11.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	51
ARTICLE 9. DISCHARGE OF INDENTURE			51
	SECTION 9.01.	TERMINATION OF COMPANY'S OBLIGATIONS	51
	SECTION 9.02.	APPLICATION OF TRUST MONEY	52
	SECTION 9.03.	REPAYMENT TO COMPANY	52
ARTICLE 10. AMENDMENTS, SUPPLEMENTS AND WAIVERS			52
	SECTION 10.01.	WITHOUT CONSENT OF HOLDERS	52
	SECTION 10.02.	WITH CONSENT OF HOLDERS	53
	SECTION 10.03.	COMPLIANCE WITH TRUST INDENTURE ACT	54
	SECTION 10.04.	REVOCATION AND EFFECT OF CONSENTS	54
	SECTION 10.05.	NOTATION ON OR EXCHANGE OF SECURITIES	54
	SECTION 10.06.	TRUSTEE TO SIGN AMENDMENTS, ETC.	54
	SECTION 10.07.	EFFECT OF SUPPLEMENTAL INDENTURES	55
ARTICLE 11. CONVERSION			55
	SECTION 11.01.	CONVERSION PRIVILEGE	55
	SECTION 11.02.	CONVERSION PROCEDURE	55
	SECTION 11.03.	FRACTIONAL SHARES	56
	SECTION 11.04.	TAXES ON CONVERSION	56
	SECTION 11.05.	COMPANY TO PROVIDE STOCK	57
	SECTION 11.06.	ADJUSTMENT FOR CHANGE IN CAPITAL STOCK	57
	SECTION 11.07.	ADJUSTMENT FOR RIGHTS ISSUE	58
	SECTION 11.08.	ADJUSTMENT FOR CERTAIN DISTRIBUTIONS	59
	SECTION 11.09.	ADJUSTMENT FOR ALL CASH DISTRIBUTION	60
	SECTION 11.10.	ADJUSTMENT FOR TENDER OR EXCHANGE OFFER	61
	SECTION 11.11.	CURRENT MARKET PRICE	62
	SECTION 11.12.	WHEN ADJUSTMENT MAY BE DEFERRED	62
	SECTION 11.13.	WHEN NO ADJUSTMENT REQUIRED	62
	SECTION 11.14.	NOTICE OF ADJUSTMENT	63
	SECTION 11.15.	VOLUNTARY REDUCTION	63
	SECTION 11.16.	NOTICE OF CERTAIN TRANSACTIONS	63
	SECTION 11.17.	PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF THE COMPANY OR TRANSFER OR LEASE	64
	SECTION 11.18.	COMPANY DETERMINATION FINAL	64
	SECTION 11.19.	TRUSTEE’S DISCLAIMER	64
	SECTION 11.20.	SUCCESSIVE ADJUSTMENTS	65
ARTICLE 12. SUBORDINATION			65
	SECTION 12.01.	AGREEMENT TO SUBORDINATE	65
	SECTION 12.02.	PAYMENTS TO HOLDERS	65

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	SECTION 12.03.	SUBROGATION OF SECURITIES	68
	SECTION 12.04.	AUTHORIZATION TO EFFECT SUBORDINATION	69
	SECTION 12.05.	NOTICE TO TRUSTEE	69
	SECTION 12.06.	TRUSTEE’S RELATION TO SENIOR INDEBTEDNESS	70
	SECTION 12.07.	NO IMPAIRMENT OF SUBORDINATION	71
	SECTION 12.08.	CERTAIN CONVERSIONS DEEMED PAYMENT	71
	SECTION 12.09.	ARTICLE APPLICABLE TO PAYING AGENTS	71
	SECTION 12.10.	SENIOR INDEBTEDNESS ENTITLED TO RELY	71
ARTICLE 13. MISCELLANEOUS			72
	SECTION 13.01.	TRUST INDENTURE ACT CONTROLS	72
	SECTION 13.02.	NOTICES	72
	SECTION 13.03.	COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS	73
	SECTION 13.04.	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT	73
	SECTION 13.05.	STATEMENTS REQUIRED IN CERTIFICATE OR OPINION	73
	SECTION 13.06.	RULES BY TRUSTEE AND AGENTS	73
	SECTION 13.07.	PAYMENT ON BUSINESS DAYS	74
	SECTION 13.08.	GOVERNING LAW	74
	SECTION 13.09.	NO RECOURSE AGAINST OTHERS	74
	SECTION 13.10.	SUCCESSORS	74
	SECTION 13.11.	COUNTERPART ORIGINALS	74
	SECTION 13.12.	SEVERABILITY	74
EXHIBIT A    FORM OF SECURITY			A-1

NOTE:  This Table of Contents shall not, for any purpose, be deemed to be a part of the Indenture.

iv

INDENTURE dated as of July 8, 2003, between CABLE DESIGN TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association organized under the laws of the United States (the “Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s 4.00% Convertible Subordinated Debentures Due July 15, 2023 (the “Security” or “Securities”):

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS

“Additional Interest” has the meaning set forth in the Registration Rights Agreement.

“Affiliate” means any person, directly or indirectly, controlling or controlled by or under direct or indirect common control with the Company. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any Registrar, Paying Agent, Conversion Agent, New York Presenting Agent or Co-Registrar.

“Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security or, beneficial interest therein, the rules and procedures of the Depositary that are applicable to such transfer or transaction and as in effect from time to time.

“Board of Directors” or “Board” means the Board of Directors of the Company or any duly authorized committee of the Board.

“Business Day” means any day that is not a Legal Holiday.

“Capital Lease” means 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.

“Capital Stock” means, with respect to any person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) capital stock or other equity interests issued by that person.

“Certificated Security” means a Security that is in substantially the form attached hereto as Exhibit A and that does not include the information or the schedule called for by footnotes 1, 3 and 4 thereof.

“Common Stock” shall mean the Company’s common stock, $0.01 par value per share, as it exists on the date of this Indenture or any other capital stock of the Company into which such Common Stock shall be reclassified or changed.

“Company” means the party named as such above until a successor replaces it pursuant to the applicable provisions hereof and thereafter means the successor.

“Company Order” means a written request or order signed in the name of the Company by any two Officers.

“Contingent Obligation” means, as applied to any person, any direct or indirect liability, contingent or otherwise, of that person with respect to any Indebtedness of another person, if the purpose or intent thereof by the person incurring the Contingent Obligation is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such Indebtedness will be protected (in whole or in part) against loss in respect thereof. Contingent Obligations shall include, without limitation, (i) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such person of the obligation of another person, and (ii) any liability of such person for the obligations of another person through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another, or (c) to make take-or-pay or similar payments, if required regardless of nonperformance by any other party or parties to an agreement, if in the case of any agreement described under subclause (a), (b) or (c) of this sentence, the primary purpose or intent thereof is as described in the preceding sentence. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported.

“Corporate Trust Office” means the principal office of the Trustee at U.S. Bank National Association, 180 Fifth Street, St. Paul, MN 55101, Attention: Frank Leslie or such other office, designated by the Trustee by written notice to the Company and approved by the Company, at which at any particular time its corporate trust business shall be administered.

“Default” means any event that is, or after notice or passage of time would be, an Event of Default.

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“Designated Senior Indebtedness” means any particular Senior Indebtedness of the Company in which the instrument creating or evidencing the same or the assumption or guarantee thereof (or related agreements or documents to which the Company is a party) expressly provides that such Indebtedness shall be “Designated Senior Indebtedness” for purposes of this Indenture; provided that such instrument, agreement or other document may place limitations and conditions on the right of the holders of such Senior Indebtedness to exercise the rights of holders of Designated Senior Indebtedness. If any payment in respect of the Designated Senior Indebtedness of the Company to the holder thereof or its Representative is rescinded or must otherwise be returned by such holder or Representative upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the reinstated Indebtedness of the Company arising as a result of such rescission or return shall constitute Designated Senior Indebtedness of the Company effective as of the date of such rescission or return.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth (i) in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants; (ii) in statements and pronouncements of the Financial Accounting Standards Board; and (iii) in such other statements by such other entity as approved by a significant segment of the accounting profession.

“Global Security” means a permanent Global Security that is in substantially the form attached hereto as Exhibit A and that includes the information and schedule called for by footnotes 1, 3 and 4 thereof and which is deposited with the Depositary or its custodian and registered in the name of the Depositary or its nominee.

“Hedging Obligation” of any person means the obligations of that person under (i) interest rate swap agreements, interest rate cap agreements or interest rate collar agreements; (ii) foreign exchange contracts and currency swap agreements; and (iii) other agreements or arrangements entered into in the ordinary course of business and consistent with past practices designed to protect that person against fluctuations in interest rates or currency exchange rates.

“Holder” or “Securityholder” means the person in whose name a Security is registered on the Registrar’s books.

“Indebtedness” of any person means, without duplication:

(1) all obligations of such person for borrowed money or for the deferred purchase price of property or services, and including, without limitation, the face amount available to be drawn under all letters of credit, reimbursement and similar obligations with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured,

(2) all obligations of such person evidenced by notes, bonds, debentures or similar instruments,

3

(3) all obligations of such person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property),

(4) all obligations of such person under any Capital Lease,

(5) all Contingent Obligations of such person,

(6) all Hedging Obligations of such person, and

(7) all Indebtedness referred to in clauses (1), (2), (3), (4) or (5) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien, pledge, mortgage, security interest, hypothecation, assignment for security interest or encumberance of any kind upon or in property (including, without limitation, accounts and contracts rights) owned by such person, even though such person has not assumed or become liable for the payment of such Indebtedness;

provided, however, that Indebtedness shall not include current accounts payable arising in the ordinary course of business.

The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof, in the case of any Indebtedness issued with original issue discount and (b) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Issue Date” of any Security means the date on which the Security was originally issued or deemed issued as set forth on the face of the Security.

“Legal Holiday” means a Saturday, Sunday or a day on which banking institutions in New York, New York are not required to be open.

“Officer” means the Chairman, the President, Vice President, Secretary, General Counsel or the Treasurer of the Company.

“Officers’ Certificate” means a certificate signed by two Officers. See Sections 13.04 and 13.05.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company. See Sections 13.04 and 13.05.

4

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Purchase Agreement” means the Purchase Agreement, dated as of July 1, 2003, between the Company and Credit Suisse First Boston LLC (the “Initial Purchaser”).

“Quoted Prices” means the price per share of Common Stock on the relevant date, determined on the basis of the last reported sale price regular way of the Common Stock or, in case no such sale takes place on such day, the average of the closing bid and asked prices regular way of the Common Stock, in either case, at 4:00 p.m. (or such earlier time as the last sale prior to 4:00 p.m.), New York City time, on the New York Stock Exchange Composite Tape, or, if the Common Stock is not listed or admitted to trading on such Exchange, as reported on the national securities exchange in or nearest to the City of New York on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any national securities exchange, the last reported sale price regular way of the Common Stock or, in case no such sale takes place on such day, the average of the highest reported bid and lowest reported asked prices of the Common Stock as furnished by the National Association of Securities Dealers, Inc. through Nasdaq or a similar organization if Nasdaq is no longer reporting such information, or if on any such day the Common Stock is not quoted by any such organization, the average of the highest reported bid and lowest reported asked prices of the Common Stock as available in any other over-the-counter market, or if on such day the Common Stock is not reported in any such market, the fair value of a share of Common Stock on such day, as determined in good faith by, and evidenced by a resolution of, the Board of Directors.

“Record Date” has the meaning set forth in the applicable Section.

“Redemption Date” means the date specified in a notice of redemption on which the Securities may be redeemed in accordance with the terms of the Securities and this Indenture.

“Representative” means the indenture trustee or other trustee, agent or representative for an issue of Senior Indebtedness.

“Restricted Certificated Security” means a Certificated Security which is a Transfer Restricted Security.

“Restricted Global Security” means a Global Security that is a Transfer Restricted Security.

“Rule 144” means Rule 144 under the Securities Act or any successor to such Rule.

“SEC” means the Securities and Exchange Commission.

5

“Security” or “Securities” means the Securities described above issued, authenticated and delivered under this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Custodian” means U.S. Bank National Association, as custodian with respect to the Securities in global form, or any successor entity thereto.

“Senior Indebtedness” means the principal, premium, if any, interest (including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding), rent and all fees, costs, expenses and other amounts accrued or due, in respect of Indebtedness of the Company, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed, guaranteed or in effect guaranteed by the Company (including, without limitation, all deferrals, renewals, extensions or refundings of, or amendments, modifications or supplements to, the foregoing), unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or the assumption or guarantee thereof expressly provides that such Indebtedness shall not be senior in right of payment to the Securities or expressly provides that such Indebtedness is “pari passu” with or “junior” to the Securities. Notwithstanding the foregoing, the term “Senior Indebtedness” shall not include (i) any Indebtedness of the Company to any Subsidiary or to any other Affiliate of the Company or any obligation for Federal, state, local or other taxes or (ii) the Securities. If any payment in respect of the Senior Indebtedness of the Company to the holder thereof or its Representative is rescinded or must otherwise be returned by such holder or Representative upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the reinstated Indebtedness of the Company arising as a result of such rescission or return shall constitute Senior Indebtedness of the Company effective as of the date of such rescission or return.

“Significant Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stated Maturity”, when used with respect to any Security, means July 15, 2023.

“Subsidiary” means a corporation, a majority of the voting stock of which is owned, directly or indirectly, by the Company or by one or more Subsidiaries, or by the Company and one or more other Subsidiaries.

“TIA” means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990 and as in effect on the date of this Indenture, except to the extent any amendment to the Trust Indenture Act expressly provides for application of the Trust Indenture Act as in effect on another date.

“Trading Day” means each Monday, Tuesday, Wednesday, Thursday and Friday other than any day on which securities are not traded on the principal exchange or market on which the securities in question are traded.

6

“Trust Officer” means any officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

“Trustee” means the party named as such above until a successor replaces it pursuant to the applicable provisions hereof and thereafter means the successor.

“Unrestricted Certificated Security” means a Certificated Security which is not a Transfer Restricted Security.

“Unrestricted Global Security” means a Global Security that is not a Transfer Restricted Security.

SECTION 1.02. OTHER DEFINITIONS

Term	Defined in Section
“Agent Members”	2.01
“beneficial owner”	4.02	(a)
“beneficially own”	4.02	(a)
“Change of Control”	4.02	(A)
“Change of Control Company Notice”	4.02	(b)
“Change of Control Purchase Date”	4.02	(a)
“Change of Control Purchase Price”	4.02	(a)
“Change of Control Purchase Notice”	4.02	(c)
“Closing Sale Price”	4.01	(d)
“Company Notice”	4.01	(c)
“Company Notice Date”	4.01	(c)
“Company Payment Blockage Notice”	12.02	(a).02
“Conversion Agent”	2.03
“Conversion Date”	11.02
“Conversion Price”	11.01
“Current Market Price”	11.11
“Custodian”	7.01
“Depositary”	2.01	(a)
“DTC”	2.01	(a)
“Event of Default”	7.01
“Expiration Time”	11.10
“Final Surrender Date”	4.02	(a)
“group”	4.02	(a)
“junior securities”	12.08
“New York Presenting Agent”	2.03
“Notice of Default”	7.01
“Paying Agent”	2.03
“Purchase Date”	4.01	(a)
“Purchase Notice”	4.01
“Purchase Price”	4.01
“Purchase Price Per Share”	4.01	(d)
“Purchased Shares”	11.10

7

“QIB”	2.01	(a)
“Redemption Price”	3.01
“Registrable Securities”	5.08
“Registrar”	2.03
“Registration Default”	5.08
“Registration Rights Agreement”	2.06
“Rule 144A Information”	5.09
“Shelf Registration Statement”	5.08
“Transfer Certificate”	2.14	(f)
“Transfer Restricted Securities”	2.14	(f)
“Triggering Event”	11.13
“unissued shares”	4.02	(a)
“voting stock”	4.02	(a)

Whenever the definition contained in such section limits its application to the term as used in specific sections, the foregoing shall not be deemed to expand the application of such definition to the term as used in any section other than such specific sections.

SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“COMMISSION” means the SEC.

“INDENTURE SECURITIES” means the Securities.

“INDENTURE SECURITY HOLDER” means a Securityholder.

“INDENTURE TO BE QUALIFIED” means this Indenture.

“INDENTURE TRUSTEE” or “INSTITUTIONAL TRUSTEE” means the Trustee.

“OBLIGOR” on the indenture securities means the Company or any other obligor on the Securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule and not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.04. RULES OF CONSTRUCTION

Unless the context otherwise requires:

(a) term has the meaning assigned to it;

8

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) words in the singular include the plural, and words in the plural include the singular;

(e) “including” means including, without limitation; and

(f) provisions apply to successive events and transactions.

ARTICLE 2.

THE SECURITIES

SECTION 2.01. FORM AND DATING

The Securities shall be substantially in the form set forth in Exhibit A, which Exhibit is incorporated in and made part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication. The Securities are being offered and sold by the Company pursuant to the Purchase Agreement in transactions exempt from, or not subject to, the registration requirements of the Securities Act.

(a) RESTRICTED GLOBAL SECURITIES. Securities offered and sold to qualified institutional buyers as defined in Rule 144A (collectively, “QIBs” or individually, each a “QIB”) in reliance on Rule 144A under the Securities Act or outside the United States in an offshore transaction in accordance with Regulation S under the Securities Act shall be issued initially in the form of one or more Restricted Global Securities, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the depositary, The Depository Trust Company (“DTC”) (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures.

(b) GLOBAL SECURITIES IN GENERAL. Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions, purchases or conversions of such Securities. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Securities Custodian in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian.

9

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under any Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

(c) CERTIFICATED SECURITIES. Certificated Securities shall be issued only under the limited circumstances provided in Section 2.14(a)(1) hereof.

SECTION 2.02. EXECUTION AND AUTHENTICATION

Two Officers shall sign the Securities on behalf of the Company by manual or facsimile signature. The Company’s seal shall be reproduced on the Securities.

If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.

A Security shall not be valid until authenticated by the manual signature of the Trustee. The Trustee’s signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee shall authenticate and make available for delivery Securities for original issue in an aggregate principal amount of $110,000,000 upon a Company Order without any further action by the Company. The aggregate principal amount of the Securities outstanding at any time may not exceed the amount set forth in the foregoing sentence.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so, other than upon original issuance or pursuant to Section 2.07. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate.

The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

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SECTION 2.03. REGISTRAR, PAYING AGENT, CONVERSION AGENT AND NEW YORK PRESENTING AGENT

The Company shall maintain an office or agency where Securities may be presented for registration of transfer or exchange (the “Registrar”), an office or agency where Securities may be presented for payment (the “Paying Agent”) and an office or agency where Securities may be presented for conversion (the “Conversion Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint one or more Co-Registrars, one or more additional Paying Agents and one or more additional Conversion Agents. The Company may act as Registrar, Paying Agent, Conversion Agent or Co-Registrar. The term “Paying Agent” includes any additional paying agent; the term “Conversion Agent” includes any additional conversion agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture and shall give the Trustee at least thirty days’ notice prior to changing the Registrar, Paying Agent or Conversion Agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Company initially appoints the Trustee as Paying Agent, Registrar and Conversion Agent.

If there is not at least one of each such Registrar or Co-Registrar, Paying Agent and Conversion Agent located in the Borough of Manhattan, the City of New York, the Company shall also maintain an office in the Borough of Manhattan, the City of New York where the securities may be presented for purposes of transfer and exchange, payment and conversion (the “New York Presenting Agent”). The Company initially appoints U.S. Bank National Association having an office at 100 Wall Street, New York, NY 10005, to serve as New York Presenting Agent.

SECTION 2.04. PAYMENT ON SECURITIES; PAYING AGENT TO HOLD MONEY IN TRUST

Except as otherwise provided herein, on or prior to each due date of payments in respect of any Security, the Company shall deposit with the Paying Agent a sum of money (in immediately available funds if deposited on the due date) or shares of Common Stock sufficient to make such payments when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money and shares of Common Stock held by the Paying Agent for the making of payments in respect of the Securities and shall notify the Trustee of any default by the Company in making any such payment. At any time during the continuance of any such default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all money and shares of Common Stock so held in trust. If the Company, a Subsidiary or an Affiliate of either of them acts as Paying Agent, it shall segregate the money and shares of Common Stock held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money and shares of Common Stock held by it to the Trustee and to account for any funds and Common Stock disbursed by it. Upon doing so, the Paying Agent shall have no further liability for the money or shares of Common Stock.

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SECTION 2.05. SECURITYHOLDER LISTS

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee not less than five days prior to each interest payment date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

SECTION 2.06. TRANSFER AND EXCHANGE

(a) Subject to compliance with any applicable additional requirements contained in Section 2.14, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.07, 2.10, 2.14(a)(1), 3.06, 4.05, 10.05 or 11.02.

Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a transfer of (a) any Securities for a period of 15 days before any mailing of a notice of Securities to be redeemed, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion not to be redeemed) or (c) any Securities or portions thereof in respect of which a Purchase Notice or Change of Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion not to be purchased).

All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

(b) Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities.

(c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

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The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and the Registration Rights Agreement relating to the Securities (the “Registration Rights Agreement”) and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.07. REPLACEMENT SECURITIES

If the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, or if a mutilated Security is surrendered to the Trustee, the Company shall issue and the Trustee shall authenticate a replacement Security if the Trustee’s requirements are met. If an indemnity bond is required by the Trustee or the Company, such bond must be sufficient, in the judgment of both the Trustee and the Company, to protect the Company, the Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company may charge for its expenses incurred in replacing a Security.

Every replacement Security shall be an additional obligation of the Company.

SECTION 2.08. OUTSTANDING SECURITIES

The Securities outstanding at any time are all Securities authenticated by the Trustee (or an authenticating agent appointed pursuant to Section 2.02) except for those cancelled by the Trustee, those delivered to the Trustee for cancellation, those reductions in the interests in a global Security effected by the Trustee hereunder, and those described in this Section as not outstanding.

A Security does not cease to be outstanding because the Company or an Affiliate holds the Security.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

If Securities are considered paid under Section 5.01, they cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09. TREASURY SECURITIES

In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded.

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SECTION 2.10. TEMPORARY SECURITIES

Until definitive Securities are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Every temporary Security shall be executed by the Company and authenticated by the Trustee, and registered by the Registrar, upon the conditions, and with like effect, as a definitive Security. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities in exchange for temporary Securities.

SECTION 2.11. CANCELLATION

The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar, Paying Agent and Conversion Agent shall promptly forward to the Trustee any Securities surrendered to them for registration of transfer, exchange, payment or conversion. The Trustee shall cancel all Securities surrendered for registration of transfer, exchange, payment, conversion or cancellation and may destroy cancelled Securities and deliver a certificate of such destruction to the Company, unless the Company directs the Trustee to deliver cancelled Securities to the Company. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation or that any Securityholder has converted pursuant to Article 11.

SECTION 2.12. DEFAULTED INTEREST

If the Company defaults in a payment of interest on the Securities, it shall pay the defaulted interest in any lawful manner not inconsistent with the requirements of any securities exchange on which the Securities are listed. It may pay the defaulted interest, plus any interest payable on the defaulted interest, to the Persons who are Securityholders on a subsequent special record date. The Company shall fix the record date and payment date for the payment of any defaulted interest. At least 15 days before the record date, the Company shall mail to each Securityholder and the Trustee a notice that states the record date, payment date and amount of interest to be paid.

SECTION 2.13. CUSIP NUMBERS

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers.

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SECTION 2.14. ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS

(a) TRANSFER AND EXCHANGE OF GLOBAL SECURITIES

(1) Certificated Securities shall be issued in exchange for interests in the Global Securities only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as depositary for the Global Securities or if it at any time ceases to be a “clearing agency” registered under the Exchange Act, if so required by applicable law or regulation and a successor depositary is not appointed by the Company within 90 days, or (y) an Event of Default has occurred and is continuing. In either case, the Company shall execute, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to delivery promptly), authenticate and deliver Certificated Securities in an aggregate principal amount equal to the principal amount of such Global Securities in exchange therefor. Only Restricted Certificated Securities shall be issued in exchange for beneficial interests in Restricted Global Securities, and only Unrestricted Certificated Securities shall be issued in exchange for beneficial interests in Unrestricted Global Securities. Certificated Securities issued in exchange for beneficial interests in Global Securities shall be registered in such names and shall be in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver or cause to be delivered such Certificated Securities to the persons in whose names such Securities are so registered. Such exchange shall be effected in accordance with the Applicable Procedures.

(2) Notwithstanding any other provisions of this Indenture other than the provisions set forth in Section 2.14(a)(1), a Global Security may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(b) TRANSFER AND EXCHANGE OF CERTIFICATED SECURITIES. In the event that Certificated Securities are issued in exchange for beneficial interests in Global Securities in accordance with Section 2.14(a)(1) of this Indenture, on or after such event when Certificated Securities are presented by a Holder to a Registrar with a request:

(x) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or

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(y) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations,

such Registrar shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange:

(1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the proviso to the first paragraph of Section 2.06(a); and

(2) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable:

(i) if such Restricted Certificated Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);

(ii) (x) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act or (y) if such Restricted Certificated Security is being transferred to a non-U.S. person in an offshore transaction in accordance with Rule 903 or Rule 904, under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or

(iii) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a “restricted security” within the meaning of Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or such Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and such Registrar to the effect that such transfer is in compliance with the registration requirements of the Securities Act.

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(c) TRANSFER OF A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY FOR A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. Any person having a beneficial interest in a Restricted Global Security may upon request, subject to the Applicable Procedures, transfer such beneficial interest to a person who is required or permitted to take delivery thereof in the form of an Unrestricted Global Security. Upon receipt by the Trustee of written instructions, or such other form of instructions as is customary for the Depositary, from the Depositary or its nominee on behalf of any person having a beneficial interest in a Restricted Global Security and the following additional information and documents in such form as is customary for the Depositary from the Depositary or its nominee on behalf of the person having such beneficial interest in the Restricted Global Security (all of which may be submitted by facsimile or electronically):

(1) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form set forth in the Transfer Certificate); or

(2) if such beneficial interest is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a “restricted security” within the meaning of Rule 144, a certification to that effect from the transferor (in substantially the form set forth in the Transfer Certificate) and, if the Company or the Trustee so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the registration requirements of the Securities Act,

the Trustee, as a Registrar and Securities Custodian, shall reduce or cause to be reduced the aggregate principal amount of the Restricted Global Security by the appropriate principal amount and shall increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security by a like principal amount. Such transfer shall otherwise be effected in accordance with the Applicable Procedures. If no Unrestricted Global Security is then outstanding, the Company shall execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver an Unrestricted Global Security.

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(d) TRANSFER OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY FOR A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY. Any person having a beneficial interest in an Unrestricted Global Security may upon request, subject to the Applicable Procedures, transfer such beneficial interest to a person who is required or permitted to take delivery thereof in the form of a Restricted Global Security (it being understood that only QIBs or a person acquiring Securities pursuant to the exemption provided under Regulation S under the Securities Act may own beneficial interests in Restricted Global Securities). Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depositary, from the Depositary or its nominee, on behalf of any person having a beneficial interest in an Unrestricted Global Security and, in such form as is customary for the Depositary, from the Depositary or its nominee on behalf of the person having such beneficial interest in the Unrestricted Global Security (all of which may be submitted by facsimile or electronically) a certification from the transferor (in substantially the form set forth in the Transfer Certificate) to the effect that such beneficial interest is being transferred to a person that the transferor reasonably believes is a QIB in accordance with Rule 144A or is being transferred to a non U.S. person in an offshore transaction in accordance with Rule 903 or 904, under the Securities Act, the Trustee, as a Registrar and Securities Custodian, shall reduce or cause to be reduced the aggregate principal amount of the Unrestricted Global Security by the appropriate principal amount and shall increase or cause to be increased the aggregate principal amount of the Restricted Global Security by a like principal amount. Such transfer shall otherwise be effected in accordance with the Applicable Procedures. If no Restricted Global Security is then outstanding, the Company shall execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver a Restricted Global Security.

(e) TRANSFERS OF CERTIFICATED SECURITIES FOR BENEFICIAL INTEREST IN GLOBAL SECURITIES. In the event that Certificated Securities are issued in exchange for beneficial interests in Global Securities and, thereafter, the events or conditions specified in Section 2.14(a)(1) which required such exchange shall cease to exist, the Company shall mail a notice to the Trustee and to the Holders stating that Holders may exchange Certificated Securities for interests in Global Securities by complying with the procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities are presented by a Holder to a Registrar with a request:

(x) to register the transfer of such Certificated Securities to a person who will take delivery thereof in the form of a beneficial interest in a Global Security, which request shall specify whether such Global Security will be a Restricted Global Security or an Unrestricted Global Security; or

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(y) to exchange such Certificated Securities for an equal principal amount of beneficial interests in a Global Security, which beneficial interests will be owned by the Holder transferring such Certificated Securities (provided that in the case of such an exchange, Restricted Certificated Securities may be exchanged only for Restricted Global Securities and Unrestricted Certificated Securities may be exchanged only for Unrestricted Global Securities),

the Registrar shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing, or directing the Securities Custodian to cause, the aggregate principal amount of the applicable Global Security to be increased accordingly and, if no such Global Security is then outstanding, the Company shall issue and the Trustee shall authenticate and deliver a new Global Security;

provided, however, that the Certificated Securities presented or surrendered for registration of transfer or exchange:

(1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the proviso to the first paragraph of Section 2.06(a);

(2) in the case of a Restricted Certificated Security to be transferred for a beneficial interest in an Unrestricted Global Security, such request shall be accompanied by the following additional information and documents, as applicable:

(i) if such Restricted Certificated Security is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or

(ii) if such Restricted Certificated Security is being transferred pursuant to (i) an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A or Rule 144) and as a result of which, in the case of a Security transferred pursuant to this clause (ii), such Security shall cease to be a “restricted security” within the meaning of Rule 144, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), and, if the Company or the Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer is in compliance with the registration requirements of the Securities Act;

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(3) in the case of a Restricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security, such request shall be accompanied by a certification from such Holder (in substantially the form set forth in the Transfer Certificate) to the effect that such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in accordance with Rule 144A or is being transferred to a non U.S. person in an offshore transaction in accordance with Rule 903 or 904, under the Securities Act;

(4) in the case of an Unrestricted Certificated Security to be transferred or exchanged for a beneficial interest in an Unrestricted Global Security, such request need not be accompanied by any additional information or documents; and

(5) in the case of an Unrestricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security, such request shall be accompanied by a certification from such Holder (in substantially the form set forth in the Transfer Certificate) to the effect that such Unrestricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in accordance with Rule 144A or is being transferred to a non U.S. person in an offshore transaction in accordance with Rule 903 or 904, under the Securities Act.

(f) LEGENDS

(1) Except as permitted by the following paragraphs (2) and (3), each Global Security and Certificated Security (and all Securities issued in exchange therefor or upon registration of transfer or replacement thereof) shall bear a legend in substantially the form called for by footnote 2 to Exhibit A hereto (each a “Transfer Restricted Security” for so long as it is required by this Indenture to bear such legend). Each Transfer Restricted Security shall have attached thereto a certificate (a “Transfer Certificate”) in substantially the form called for by footnote 5 to Exhibit A hereto.

(2) Upon any sale or transfer of a Transfer Restricted Security (w) after the expiration of the holding period applicable to sales of the Securities under Rule 144(k) of the Securities Act, (x) pursuant to Rule 144, (y) pursuant to an effective registration statement under the Securities Act or (z) pursuant to any other available exemption (other than Rule 144A) from the registration requirements of the Securities Act and as a result of which, in the case of a Security transferred pursuant to this clause (z), such Security shall cease to be a “restricted security” within the meaning of Rule 144:

(i) in the case of any Restricted Certificated Security, any Registrar shall permit the Holder thereof to exchange such Restricted Certificated Security for an Unrestricted Certificated

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Security, or (under the circumstances described in Section 2.14(e)) to transfer such Restricted Certificated Security to a transferee who shall take such Security in the form of a beneficial interest in an Unrestricted Global Security, and in each case shall rescind any restriction on the transfer of such Security; provided, however, that the Holder of such Restricted Certificated Security shall, in connection with such exchange or transfer, comply with the other applicable provisions of this Section 2.14; and

(ii) in the case of any beneficial interest in a Restricted Global Security, the Trustee shall permit the beneficial owner thereof to transfer such beneficial interest to a transferee who shall take such interest in the form of a beneficial interest in an Unrestricted Global Security and shall rescind any restriction on transfer of such beneficial interest; provided, that such Unrestricted Global Security shall continue to be subject to the provisions of Section 2.14(a)(2); and provided, further, that the owner of such beneficial interest shall, in connection with such transfer, comply with the other applicable provisions of this Section 2.14.

(3) Upon the exchange, registration of transfer or replacement of Securities not bearing the legend described in paragraph (1) above, the Company shall execute, and the Trustee shall authenticate and deliver Securities that do not bear such legend and that do not have a Transfer Certificate attached thereto.

(4) After the expiration of the holding period pursuant to Rule 144(k) of the Securities Act, the Company may with the consent of the Holder of a Restricted Global Security or Restricted Certificated Security, remove any restriction of transfer on such Security, and the Company shall execute, and the Trustee shall authenticate and deliver Securities that do not bear such legend and that do not have a Transfer Certificate attached thereto.

ARTICLE 3.

REDEMPTION

SECTION 3.01. COMPANY’S RIGHT TO REDEEM; NOTICE TO TRUSTEE

The Company, at its option, may redeem the Securities in accordance with the provisions of Section 5 of the Securities in whole or in part, at any time or from time to time, on or after July 21, 2008 for a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest thereon up to but not including the Redemption Date (the “Redemption Price”). If the Company elects to redeem Securities pursuant to Section 5 of the Securities, it shall notify the Trustee in writing of the Redemption Date, the principal amount of Securities to be redeemed and the Redemption Price per $1,000 principal amount of Securities.

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The Company shall give the notice to the Trustee provided for in this Section 3.01 by a Company Order, at least 20 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee).

SECTION 3.02. SELECTION OF SECURITIES TO BE REDEEMED

If less than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed by lot, on a pro rata basis or by another method the Trustee considers fair and appropriate (so long as such method is not prohibited by the rules of any stock exchange on which the Securities are then listed). The Trustee shall make the selection (and provide the Company with written notice of such selection) at least 15 days but not more than 60 days before the Redemption Date from outstanding Securities not previously called for redemption. Securities and portions of them the Trustee selects for redemption shall be in amounts of $1,000 or integral multiples of $1,000. In the event that the Trustee is not the Registrar, the Registrar shall provide to the Trustee such information as the Trustee may reasonably request to implement the selection. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of the Securities to be redeemed.

If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection.

SECTION 3.03. NOTICE OF REDEMPTION.

At least 15 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption to each Holder whose Securities are to be redeemed at such Holder’s address as shown on the register kept by the Registrar, and to beneficial owners as required by applicable law. The notice shall identify the Securities (including CUSIP numbers, if any) to be redeemed and shall state:

(1) the Redemption Date;

(2) the Redemption Price per $1,000 principal amount of Securities;

(3) the Conversion Price per $1,000 principal amount of Securities;

(4) the name and address of the Paying Agent and Conversion Agent;

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(5) that Securities called for redemption may be converted at any time before the close of business on the Business Day immediately preceding the Redemption Date;

(6) that Holders who want to convert Securities must satisfy the requirements set forth in Section 7 of the Securities;

(7) that Securities called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price;

(8) that interest on Securities called for redemption ceases to accrue on and after the Redemption Date (unless funds in the requisite amount are not paid or made available for payment on that date), and the amount of interest accrued on the Securities called for redemption up to but not including the Redemption Date;

(9) if less than all of any Security is to be redeemed, the principal amount of such Security to be redeemed;

(10) the CUSIP number, if any, printed on the Securities being redeemed; and

(11) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

If any of the Securities to be redeemed is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures. Upon ten days prior notice to the Trustee, the Company may request that the Trustee mail the notice of redemption (prepared by the Company) in the Company’s name and at its expense.

SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION

Once notice of redemption is mailed, Securities called for redemption, unless theretofore converted into Common Stock pursuant to the terms of this Indenture, shall become due and payable on the Redemption Date at the Redemption Price. Upon surrender to the Paying Agent, such Securities shall be paid at the Redemption Price, per $1,000 principal amount of Securities stated in the notice; provided, however, that any regular semi-annual payment of interest becoming due on the Redemption Date shall be payable to the Holder of any such Security as provided in Section 2 of the Securities.

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE

No later than 11:00 a.m., (New York City time) on the Redemption Date, the Company shall deposit in immediately available funds with the Paying Agent money sufficient to pay the Redemption Price of all Securities to be redeemed on that date other than Securities or portions thereof called for redemption on that date which on or prior thereto have been delivered by the Company to the Trustee for cancellation or have been converted. The Paying Agent shall return to the Company any money not required for that purpose because of conversion of Securities.

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SECTION 3.06. SECURITIES REDEEMED IN PART

Upon surrender to the Trustee of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

ARTICLE 4.

REPURCHASES

SECTION 4.01. PURCHASE OF SECURITIES AT OPTION OF THE HOLDER

(a) GENERAL. Subject to the terms and conditions of this Article, the Company shall purchase, at the option of the Holder thereof, all or any portion of the Securities held by such Holder on July 15, 2008, July 15, 2013 and July 15, 2018 (each, a “Purchase Date”) for which such Holder has properly delivered and not withdrawn a Purchase Notice (as defined below) at a purchase price per Security equal to 100% of the aggregate principal amount of the Security together with accrued interest up to but not including the Purchase Date (the “Purchase Price”); provided that if the Purchase Date is on or after an interest record date but on or prior to the related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date.

Purchases of Securities hereunder shall be made, at the option of the Holder thereof, upon:

(1) delivery to the Paying Agent by the Holder of a written notice of purchase (a “Purchase Notice”) at any time from the opening of business on the date that is 20 Business Days prior to the Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date stating:

(A) the certificate number of the Security which the Holder will deliver to be purchased or the appropriate Depositary procedures if Certificated Securities have not been issued,

(B) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be in principal amounts at maturity of $1,000 or an integral multiple thereof,

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(C) that such Security shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in Section 6 of the Securities and in this Indenture, and

(D) in the event the Company elects, pursuant to Section 4.01(b), to pay the Purchase Price, in whole or in part, in shares of Common Stock but such portion of the Purchase Price shall ultimately be paid to such Holder entirely in cash because any of the conditions to payment of the Purchase Price in shares of Common Stock is not satisfied prior to the close of business on the relevant Purchase Date, as set forth in Section 4.01(d), whether such Holder elects (i) to withdraw such Purchase Notice as to some or all of the Securities to which such Purchase Notice relates (stating the expected principal amount and certificate numbers, if any, of the Securities as to which such withdrawal shall relate), or (ii) to receive cash in respect of the entire Purchase Price for all Securities (or portions thereof) to which such Purchase Notice relates; and

(2) delivery of such Security to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Purchase Price therefor;

provided, however, that such Purchase Price shall be so paid pursuant to this Section 4.01 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company.

If a Holder, in such Holder’s Purchase Notice and in any written notice of withdrawal delivered by such Holder pursuant to the terms of Section 4.03, fails to indicate such Holder’s choice with respect to the Holder’s election set forth in clause (D) of Section 4.01(a)(1), such Holder shall be deemed to have elected to receive cash in respect of the entire Purchase Price for all Securities subject to such Purchase Notice in the circumstances set forth in such clause (D).

The Company shall purchase from the Holder thereof, pursuant to this Section 4.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security.

Any purchase by the Company contemplated pursuant to the provisions of this Section 4.01 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of the Security. Unless the Company defaults in paying the Purchase Price, interest on the Securities subject to a Purchase Notice shall cease to accrue on and after the Purchase Date.

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Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 4.01 shall have the right to withdraw such Purchase Notice at any time prior to the close of business on the second Business Day prior to the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 4.03.

The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof.

(b) COMPANY’S RIGHT TO ELECT MANNER OF PAYMENT OF PURCHASE PRICE FOR PAYMENT. The Securities to be purchased on any Purchase Date pursuant to Section 4.01(a) may be paid for, in whole or in part, at the election of the Company, in U.S. legal tender (“cash”) or shares of Common Stock, or in any combination of cash and shares of Common Stock, subject to the conditions set forth in Sections 4.01(c) and (d). The Company shall designate, in the Company Notice delivered pursuant to Section 4.01(e), whether the Company will purchase the Securities for cash or shares of Common Stock, or, if a combination thereof, the percentages of the Purchase Price of Securities in respect of which it will pay in cash or shares of Common Stock; provided that the Company shall pay cash for fractional interests in shares of Common Stock. For purposes of determining the existence of potential fractional interests, all Securities subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Securities are purchased pursuant to this Section 4.01 shall receive the same percentage of cash or shares of Common Stock in payment of the Purchase Price for such Securities, except (i) as provided in Section 4.01(d) with regard to the payment of cash in lieu of fractional shares of Common Stock and (ii) in the event that the Company is unable to purchase the Securities of a Holder or Holders for shares of Common Stock because any necessary qualifications or registrations of the shares of Common Stock under applicable state securities laws cannot be obtained, the Company may purchase the Securities of such Holder or Holders for cash. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given its Company Notice to Holders except pursuant to this Section 4.01(b) or pursuant to Section 4.01(d) in the event of a failure to satisfy, prior to the close of business on the last Business Day prior to the Purchase Date, any condition to the payment of the Purchase Price, in whole or in part, in shares of Common Stock.

At least three Business Days before each Company Notice Date, the Company shall deliver an Officers’ Certificate to the Trustee specifying:

(1) the manner of payment selected by the Company,

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(2) the information required by Section 4.01(e) in the Company Notice,

(3) if the Company elects to pay the Purchase Price, or a specified percentage thereof, in shares of Common Stock, that the conditions to such manner of payment set forth in Section 4.01(d) have been or will be complied with; and

(4) whether the Company desires the Trustee to give the Company Notice required by Section 4.01(e).

(c) PURCHASE WITH CASH. At the option of the Company, the Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 4.01(a) has been given, or a specified percentage thereof, may be paid by the Company with cash equal to the aggregate Purchase Price of such Securities. The Company Notice, as provided in Section 4.01(e), shall be sent to Holders (and to beneficial owners as required by applicable law) not less than 20 Business Days prior to such Purchase Date (the “Company Notice Date”).

(d) PAYMENT BY ISSUANCE OF SHARES OF COMMON STOCK. At the option of the Company, the Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 4.01(a) has been given, or a specified percentage thereof, may be paid by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the portion of the Purchase Price to be paid in shares of Common Stock by (ii) the Purchase Price Per Share of one share of Common Stock as determined by the Company in the Company Notice, subject to the next succeeding paragraph.

The Company shall not issue fractional shares of Common Stock in payment of the Purchase Price. Instead, the Company shall pay cash based on the Purchase Price Per Share for all fractional shares. It is understood that if a Holder elects to have more than one Security purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased.

If the Company elects to purchase the Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 4.01(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than the Company Notice Date.

The Company’s right to exercise its election to purchase Securities through the issuance of shares of Common Stock shall be conditioned upon:

(1) the Company’s not having given its Company Notice of an election to pay entirely in cash and its giving of timely Company Notice of an election to purchase all or a specified percentage of the Securities with shares of Common Stock as provided herein;

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(2) the registration of such shares of Common Stock under the Securities Act or the Exchange Act, in each case, if required;

(3) the listing of such shares of Common Stock on the principal national securities exchange on which the shares of Common Stock are listed or, if the shares of Common Stock is not then listed on a national or regional securities exchange, on the Nasdaq National Market;

(4) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and

(5) the receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Stock are in conformity with this Indenture and (B) the shares of Common Stock to be issued by the Company in payment of the Purchase Price in respect of the Securities have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Purchase Price in respect of the Securities, shall be validly issued, fully paid and non-assessable and, to the best of such counsel’s knowledge, free from preemptive rights, and, in the case of such Officers’ Certificate, stating that the conditions above and the condition set forth in the second succeeding sentence have been satisfied and, in the case of such Opinion of Counsel, stating that the conditions in clauses (1) through (4) above have been satisfied.

Such Officers’ Certificate shall also set forth the number of shares of Common Stock to be issued for each $1,000 principal amount and the Closing Sale Price of a share of Common Stock on each trading day during the period commencing on the first trading day of the period during which the Purchase Price Per Share is calculated and ending on the third day prior to the applicable Purchase Date. The Company may pay the Purchase Price (or any portion thereof) in shares of Common Stock only if the information necessary to calculate the Purchase Price Per Share is published in a daily newspaper of national circulation. If the foregoing conditions are not satisfied with respect to a Holder or Holders prior to the close of business on the Purchase Date, and the Company has elected to purchase the Securities pursuant to this Section 4.01 through the issuance of shares of Common Stock, the Company shall pay the entire Purchase Price of the Securities of such Holder or Holders in cash.

The “Purchase Price Per Share” of Common Stock on a Purchase Date means the average of the Closing Sale Prices of the shares of Common Stock for the five Trading Day period ending on the third Business Day prior to such Purchase Date (if the third Business Day prior to such Purchase Date is a Trading Day, or if not, then on the last Trading Day immediately prior to the third Business Day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of the Trading Days during the five Trading Day period and ending on such Purchase Date, of any event described in Sections 11.06, 11.07, 11.08, 11.09 or 11.10; subject, however, to the conditions set forth in Sections 11.12 and 11.13.

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The “Closing Sale Price” of the shares of Common Stock on any date means the closing sale price per share (or, if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date as reported in composite transactions for the principal United States securities exchange on which the Common Stock is traded or, if the Common Stock is not listed on a United States national or regional securities exchange, as reported by the Nasdaq National Market. In the absence of such quotations, the Company shall be entitled to determine the sales price on the basis of such quotations as it considers appropriate.

Upon determination of the actual number of shares of Common Stock to be issued upon redemption of Securities, the Company shall (i) disseminate a press release containing such information through any two of Reuter’s Economic Services, Bloomberg Business News and Dow Jones & Company Inc. and (ii) publish such information on its website (www.cdtc.com) or other successor Web site or through such other public medium as it may use at that time.

(e) NOTICE OF ELECTION. In connection with any purchase of Securities pursuant to Section 6 of the Securities, the Company shall give notice to Holders setting forth information specified in this Section 4.01(e) (the “Company Notice”).

In the event the Company has elected to pay the Purchase Price (or a specified percentage thereof) with shares of Common Stock, the Company Notice shall:

(1) state that each Holder will receive shares of Common Stock with a Purchase Price Per Share determined as of a specified date prior to the Purchase Date equal to such specified percentage of the Purchase Price of the Securities held by such Holder (except any cash amount to be paid in lieu of fractional shares);

(2) set forth the method of calculating the Purchase Price Per Share of the shares of Common Stock; and

(3) state that because the Purchase Price Per Share of shares of Common Stock will be determined prior to the Purchase Date, Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be received from the date such Purchase Price Per Share is determined to the Purchase Date.

In any case, each Company Notice shall include a form of Purchase Notice to be completed by a Holder and shall state:

(i) the Purchase Price and Conversion Price per $1,000 principal amount of Securities and any adjustments thereto;

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(ii) the name and address of the Paying Agent and the Conversion Agent;

(iii) that Securities as to which a Purchase Notice has been given may be converted only if they are otherwise convertible in accordance with Article 11 of this Indenture and Section 7 of the Securities and if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture;

(iv) that Securities must be surrendered to the Paying Agent to collect payment;

(v) that the Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn shall be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (iv);

(vi) the procedures the Holder must follow to exercise its put rights under this Section 4.01 and a brief description of those rights;

(vii) briefly, the conversion rights of the Securities;

(viii) the procedures for withdrawing a Purchase Notice (including, without limitation, for a conditional withdrawal pursuant to the terms of Section 4.01(a)(1)(D) or Section 4.03);

(ix) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, interest on such Securities shall cease to accrue on and after the Purchase Date; and

(x) the CUSIP number of the Securities.

At the Company’s request, the Trustee shall give such Company Notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company.

If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures.

Simultaneously with the delivery of a Company Notice, the Company shall (i) disseminate a press release containing the information stated in such Company Notice through any two of Reuter’s Economic Services, Bloomberg Business News and Dow Jones & Company Inc. and (ii) publish the information stated in such Company Notice on its website (www.cdtc.com) or other successor Web site or through such other public medium as it may use at that time.

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(f) COVENANTS OF THE COMPANY. All shares of Common Stock delivered upon purchase of the Securities shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be free from preemptive rights and free of any lien or adverse claim.

(g) PROCEDURE UPON PURCHASE. The Company shall deposit cash (in respect of a cash purchases under this Section 4.01 or for fractional interests, as applicable) or shares of Common Stock, or a combination thereof, as applicable, at the time and in the manner as provided in Section 4.04, sufficient to pay the aggregate Purchase Price of all Securities to be purchased pursuant to this Section 4.01. As soon as practicable after the Purchase Date, the Company shall deliver to each Holder entitled to receive shares of Common Stock through the Paying Agent, a certificate for the number of full shares of Common Stock issuable in payment of the Purchase Price and cash in lieu of any fractional interests. The person in whose name the certificate for the shares of Common Stock is registered shall be treated as a holder of record of Common Stock on the Business Day following the Purchase Date. Subject to Section 4.01(d), no payment or adjustment shall be made for dividends on the shares of Common Stock the record date for which occurred on or prior to the Purchase Date.

(h) TAXES. If a Holder of a purchased Security is paid in shares of Common Stock, the Company shall pay any documentary, stamp or similar issue or transfer tax due on such issue of Common Stock. However, the Holder shall pay any such tax which is due because the Holder requests the Common Stock to be issued in a name other than the Holder’s name. The Paying Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Paying Agent receives a sum sufficient to pay any tax which will be due because the shares of Common Stock are to be issued in a name other than the Holder’s name. Nothing herein shall preclude any income tax withholding required by law or regulations.

SECTION 4.02. PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE OF CONTROL

(a) If a Change of Control occurs, the Securities not previously purchased by the Company or any portion of the principal amount thereof that is an integral multiple of $1,000 principal amount shall be purchased by the Company, at the option of the Holder thereof, on the Change of Control Purchase Date at a purchase price equal to 100% of the principal amount of the Securities to be purchased plus accrued and unpaid interest thereon up to but not including the Change of Control Purchase Date (the “Change of Control Purchase Price”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 4.02(c).

“Change of Control Purchase Date” shall mean the date selected by the Company for the purchase of the Securities that is not less than 10 and not more than 30 days after the Final Surrender Date.

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“Final Surrender Date” shall mean the date which is, subject to any contrary requirements of applicable law, 60 days after the date of mailing of the Change of Control Company Notice.

A “Change of Control” shall be deemed to have occurred at such time after the Securities are originally issued as either of the following events shall occur:

(1) any “person” or “group” is or becomes the “beneficial owner,” directly or indirectly, of shares of the Company’s voting stock representing 50% or more of the total voting power of all of the Company’s outstanding voting stock or has the power, directly or indirectly, to elect a majority of the members of the Board of Directors; or

(2) the Company consolidates with, or merges with or into, another person or its sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets, or any person consolidates with, or merges with or into, the Company, in any such event other than pursuant to a transaction in which the persons that “beneficially owned,” directly or indirectly, the shares of the Company’s voting stock immediately prior to such transaction “beneficially own,” directly or indirectly, shares of the Company’s voting stock representing at least a majority of the total voting power of all outstanding voting stock of the surviving or transferee person.

Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred by virtue of the Company, any Subsidiary, any employee stock ownership plan or any other employee benefit plan of the Company or any Subsidiary, or any person holding Common Stock for or pursuant to the terms of any such employee benefit plan, filing or becoming obligated to file a report under or in response to Schedule 13D or Schedule TO (or any successor schedule, form or report) under the Exchange Act disclosing beneficial ownership by it of shares of Common Stock, whether in excess of 50% or otherwise.

For purposes of this change in control definition only:

“person” and “group” have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision;

a “beneficial owner” will be determined in accordance with Rule 13d-3 under the Exchange Act, as in effect on the date of this Indenture, except that the number of shares of the Company’s voting stock will be deemed to include, in addition to all outstanding shares of our voting stock and unissued shares deemed to be held by the “person” or “group” or other person with respect to which the change in control determination is being made, all unissued shares deemed to be held by all other persons;

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“beneficially own” and “beneficially owned” have meanings correlative to that of beneficial owner;

“unissued shares” means shares of voting stock not outstanding that are subject to options, warrants, rights to purchase or conversion privileges exercisable within 60 days of the date of determination of a change in control; and

“voting stock” means any class or classes of capital stock or other interests then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors, managers or trustees.

(b) No later than 30 days after the occurrence of a Change of Control, the Company shall deliver to the Trustee and mail (or cause the Trustee to mail) a written notice of the Change of Control (the “Change of Control Company Notice”) by first-class mail to each Holder (and to beneficial owners as required by applicable law). The Company must cause a copy of such Change of Control Company Notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. The Change of Control Company Notice shall include a form of Change of Control Purchase Notice to be completed by the Holder and shall state:

(1) briefly, the events causing a Change of Control and the date of such Change of Control;

(2) the Final Surrender Date;

(3) the Change of Control Purchase Date;

(4) the Change of Control Purchase Price per $1,000 principal amount of Securities;

(5) the name and address of the Paying Agent and the Conversion Agent;

(6) the Conversion Price per $1,000 principal amount of Securities and any adjustments thereto;

(7) that the Securities as to which a Change of Control Purchase Notice has been given may not be converted, even if they are otherwise convertible pursuant to Article 11, if the Change of Control Purchase Notice has been delivered (unless the Company defaults in payment of the Change of Control Purchase Price on the Change of Control Purchase Date and the Holder revokes its Change of Control Purchase Notice);

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(8) that the Securities must be surrendered to the Paying Agent to collect payment;

(9) that the Change of Control Purchase Price for any Security as to which a Change of Control Purchase Notice has been duly given shall be paid only if the Holder of such Security, on or before the Final Surrender Date, surrenders such Security as described in (8);

(10) briefly, the procedures the Holder must follow to exercise rights under this Section 4.02;

(11) briefly, the conversion rights, if any, of the Securities;

(12) that, unless the Company defaults in making payment of such Change of Control Purchase Price on the Change of Control Purchase Date, interest on such Securities shall cease to accrue on and after the Change of Control Purchase Date; and

(13) the CUSIP number(s) of the Securities.

(c) A Holder may exercise its rights specified in Section 4.02(a) upon delivery of a written notice of purchase (a “Change of Control Purchase Notice”) to the Paying Agent at any time on or prior to the Final Surrender Date, stating:

(1) the certificate number of the Security which the Holder will deliver to be purchased or the appropriate Depositary procedures if Certificated Securities have not been issued,

(2) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be $1,000 principal amount or an integral multiple of $1,000; and

(3) that such Security shall be purchased pursuant to the terms and conditions specified in Section 6 of the Securities.

The delivery of such Security to the Paying Agent with such Change of Control Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent on or prior to the Final Surrender Date shall be a condition to the receipt by the Holder of the Change of Control Purchase Price therefor; provided, however, that such Change of Control Purchase Price shall be so paid pursuant to this Section 4.02 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Change of Control Purchase Notice.

The delivery of such Security with such Change of Control Purchase Notice shall be irrevocable (unless the Company defaults in payment of the Change of Control Purchase Price for the Securities on the Change of Control Purchase Date) and the right to convert such Security shall expire when such Security and such Change of Control Purchase Notice are delivered (unless the Company defaults in payment of the Change of Control Purchase Price for the Securities on the Change of Control Purchase Date and such delivery is revoked).

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The Company shall purchase from the Holder thereof, pursuant to this Section 4.02, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security.

Any purchase by the Company contemplated pursuant to the provisions of this Section 4.02 shall be consummated by the delivery of the consideration to be received by the Holder on the Change of Control Purchase Date.

The Paying Agent shall promptly notify the Company of the receipt by it of any Change of Control Purchase Notice or written withdrawal thereof.

SECTION 4.03. EFFECT OF PURCHASE NOTICE OR CHANGE OF CONTROL PURCHASE NOTICE

Upon receipt by the Paying Agent of the Purchase Notice or Change of Control Purchase Notice specified in Section 4.01(a) or Section 4.02(c), as applicable, the Holder of the Security in respect of which such Purchase Notice or Change of Control Purchase Notice, as the case may be, was given shall (unless, in the case of a Purchase Notice, such Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Change of Control Purchase Price, as the case may be, with respect to such Security. Such Purchase Price or Change of Control Purchase Price shall be paid to such Holder, subject to receipts of funds and/or securities by the Paying Agent, (i) in the case of such Purchase Price, promptly following the later of (x) the Purchase Date with respect to such Security (provided that the conditions in Section 4.01(a) have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 4.01(a) and (ii) in the case of such Change of Control Purchase Price, promptly following the Change of Control Purchase Date with respect to such Security (provided that the conditions in Section 4.02(c) have been satisfied). Securities in respect of which a Purchase Notice or Change of Control Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article 11 hereof on or after the date of the delivery of such Purchase Notice or Change of Control Purchase Notice unless, in the case of a Purchase Notice, such Purchase Notice has first been validly withdrawn as specified in the following two paragraphs.

A Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Purchase Notice at any time prior to the close of business on the second Business Day prior to the Purchase Date specifying:

(1) the certificate number of the Security which the Holder will deliver to be purchased or the appropriate Depositary procedures if Certificated Securities have not been issued,

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(2) the principal amount of the Security with respect to which such notice of withdrawal is being submitted, and

(3) the principal amount, if any, of such Security which remains subject to the original Purchase Notice and which has been or will be delivered for purchase by the Company.

A written notice of withdrawal of a Purchase Notice may be in the form set forth in the preceding paragraph or may be in the form of (i) a conditional withdrawal contained in a Purchase Notice pursuant to the terms of Section 4.01(a)(1)(D) or (ii) a conditional withdrawal containing the information set forth in Section 4.01(a)(1)(D) and the preceding paragraph and contained in a written notice of withdrawal delivered to the Paying Agent as set forth in the preceding paragraph.

There shall be no purchase of any Securities pursuant to Section 4.01 or 4.02 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Securities, of the required Purchase Notice or Change of Control Purchase Notice, as the case may be) and is continuing an Event of Default. The Paying Agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which a Purchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default in which case, upon such return, the Purchase Notice or Change of Control Purchase Notice with respect thereto shall be deemed to have been withdrawn.

SECTION 4.04. DEPOSIT OF PURCHASE PRICE OR CHANGE OF CONTROL PURCHASE PRICE

Prior to 11:00 a.m. (New York City time) on the Business Day following the Purchase Date or the Change of Control Purchase Date, as the case may be, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.04) an amount of cash (in immediately available funds if deposited on such Business Day) or Common Stock, if permitted hereunder, sufficient to pay the aggregate Purchase Price or Change of Control Purchase Price, as the case may be, of all the Securities or portions thereof which are to be purchased as of the Purchase Date or Change of Control Purchase Date, as the case may be.

SECTION 4.05. SECURITIES PURCHASED IN PART

Any Certificated Security which is to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Security so surrendered which is not purchased.

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SECTION 4.06. COVENANT TO COMPLY WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES

When complying with the provisions of Section 4.01, 4.02 or 4.03 (provided that such offer or purchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or purchase), the Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, and (iii) otherwise comply with all Federal and state securities laws so as to permit the rights and obligations under Sections 4.01 and 4.02 to be exercised in the time and in the manner specified in Sections 4.01 and 4.02.

SECTION 4.07. REPAYMENT TO THE COMPANY

The Trustee and the Paying Agent shall return to the Company any cash or shares of Common Stock that remain unclaimed, together with interest or dividends, if any, thereon (subject to the provisions of Section 8.01(e)), held by them for the payment of the aggregate Purchase Price or Change of Control Purchase Price, as the case may be; provided, however, that to the extent that the aggregate amount of cash or shares of Common Stock deposited by the Company pursuant to Section 4.04 exceeds the aggregate Purchase Price or Change of Control Purchase Price, as the case may be, of the Securities or portions thereof which the Company is obligated to purchase as of the Purchase Date or Change of Control Purchase Date, as the case may be, then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Purchase Date or Change of Control Purchase Date, as the case may be, the Trustee shall return any such excess to the Company together with interest or dividends, if any, thereon (subject to the provisions of Section 8.01(e)).

ARTICLE 5.

COVENANTS

SECTION 5.01. PAYMENT OF SECURITIES

The Company shall promptly make all payments in respect of the Securities on the dates and in the manner provided in the Securities or pursuant to this Indenture. Any amounts of cash or shares of Common Stock to be given to the Trustee or Paying Agent, shall be deposited with the Trustee or Paying Agent by 11:00 a.m. New York City time by the Company. Principal and interest in respect of a Security shall be considered paid on the applicable date due if on such date the Trustee or the Paying Agent holds, in accordance with this Indenture, cash or securities, if permitted hereunder, sufficient to pay all such amounts then due.

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SECTION 5.02. COMMISSION REPORTS

The Company shall file with the Trustee within 15 days after the Company is required to file them with the SEC copies of the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (unless the SEC will not accept such a filing) and provide the Trustee and Securityholders with the annual reports and the information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed and provided at the times specified for the filing of such information, documents and reports under such Sections. The Company also shall comply with the other provisions of TIA Section 314(a).

SECTION 5.03. COMPLIANCE CERTIFICATE

The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on or about July 31, 2003) an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

SECTION 5.04. CORPORATE EXISTENCE

Subject to Article 6, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchise; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders.

SECTION 5.05. NOTICE OF DEFAULTS

In the event that the Company becomes aware of an Event of Default described in Section 7.01(4), the Company will promptly give written notice to the Trustee of such occurrence, or of the occurrence of an event which, with the giving of notice or the passage of time, or both, would entitle the holder or holders of such indebtedness to declare such indebtedness due and payable before its maturity.

SECTION 5.06. FURTHER INSTRUMENTS AND ACTS

Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

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SECTION 5.07. RESALE OF CERTAIN SECURITIES

During the period beginning on the last date of original issuance of the Securities and ending on the date that is two years from such date, the Company will not, and will use its best efforts not to permit any of its “affiliates” (as defined under Rule 144 under the Securities Act or any successor provision thereto) to, resell (x) any Securities which constitute “restricted securities” under Rule 144 or (y) any securities into which the Securities have been converted under this Indenture which constitute “restricted securities” under Rule 144, that in either case have been reacquired by any of them. The Trustee shall have no responsibility in respect of the Company’s performance of its agreement in the preceding sentence.

SECTION 5.08. REGISTRATION RIGHTS

The Company agrees that the Holders (and any Person that has a beneficial interest in a Security) from time to time of Transfer Restricted Securities are entitled to the benefits of the Registration Rights Agreement, pursuant to which, among other things, the Company has agreed to use its reasonable efforts to file a Registration Statement on Form S-3 (a “Shelf Registration Statement”) covering resales of the Securities and the Common Stock issuable upon the conversion pursuant to Rule 415 under the Securities Act.

If (i) on or prior to the 150th day after the first date of original issuance of the Securities, the Shelf Registration Statement has not been filed with the Commission; (ii) on or prior to the 240th day after the first date of original issuance of the Securities, the Shelf Registration Statement has not been declared effective by the Commission; or (iii) after the Shelf Registration Statement has been declared effective, such Shelf Registration Statement ceases to be effective or usable (subject to certain exceptions described in the Registration Rights Agreement) in connection with resales of Securities and the Common Stock issuable upon the conversion thereof in accordance with and during the periods specified in the Registration Rights Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), additional interest will accrue on the Securities over and above the rate set forth in the title of the Securities, from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at the rate of 0.50% per annum. The Company will have no other liabilities for monetary damages with respect to its registration obligations.

The above description of certain provisions of the Registration Rights Agreement is qualified by reference to, and is subject in its entirety to, the more complete description thereof contained in the Registration Rights Agreement.

SECTION 5.09. DELIVERY OF CERTAIN INFORMATION

At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of a Holder or any beneficial owner of Securities or holder or beneficial owner of shares of Common Stock issued upon conversion thereof,

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the Company shall promptly furnish or cause to be furnished Rule 144A Information to such Holder or any beneficial owner of Securities or holder or beneficial owner of shares of Common Stock, or to a prospective purchaser of any such security designated by any such holder, as the case may be, to the extent required to permit compliance by such Holder or holder with Rule 144A in connection with the resale of any such security. “Rule 144A Information” shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act. Whether a person is a beneficial owner shall be determined by the Company to the Company’s reasonable satisfaction.

ARTICLE 6.

SUCCESSORS

SECTION 6.01. WHEN COMPANY MAY MERGE, ETC.

The Company shall not (x) consolidate with or merge with or into any other Person or convey, transfer, sell or lease its properties and assets substantially as an entirety to any person, (y) permit any person to consolidate with or merge into the Company, or (z) permit any person to convey, transfer, sell or lease that person’s properties and assets substantially as an entirety to the Company, unless:

(1) in the case of (x) and (y) above either (A) the Company shall be the continuing corporation or (B) the person (if other than the Company) formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture;

(2) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, will have occurred and be continuing; and

(3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article 6 and that all conditions precedent herein provided for relating to such transaction have been satisfied.

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For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The successor person formed by such consolidation or into which the Company is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities. Subject to Section 10.06, the Company, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.

ARTICLE 7.

DEFAULTS AND REMEDIES

SECTION 7.01. EVENTS OF DEFAULT

An “Event of Default” occurs if:

(1) the Company defaults in the payment of accrued and unpaid interest (including any Additional Interest) on any Security when the same becomes due and payable and the Default continues uncured for a period of 30 days, whether or not such payment shall be prohibited by the provisions of Article 12;

(2) the Company defaults in the payment of (A) the principal of any Security when the same becomes due and payable, whether at maturity, upon redemption or otherwise or (B) the Redemption Price, Purchase Price or Change of Control Purchase Price in respect of any Security when due, whether or not such payment shall be prohibited by the provisions of Article 12;

(3) the Company fails to comply with any of its other covenants or agreements set forth in this Indenture and the Default continues for a period of 90 days after the written notice specified below;

(4) the Company defaults in the payment when due, including any applicable grace period, in respect of indebtedness for borrowed money of the Company, which payment is in an amount in excess of $20,000,000, or the Company defaults with respect to any indebtedness for borrowed money of the Company, which default results in acceleration of any such indebtedness which is in an amount of in excess of $20,000,000;

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(5) the Company or any of its Significant Subsidiaries shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or any of its Significant Subsidiaries or all or substantially all of the property of the Company or any of its Significant Subsidiaries or make any general assignment for the benefit of creditors; or

(6) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company or any of its Significant Subsidiaries in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or any of its Significant Subsidiaries or all or substantially all of the property of the Company or any of its significant Subsidiaries or ordering the winding up or liquidation of the affairs of the Company or any of its Significant Subsidiaries and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days.

A Default under clause (3) above is not an Event of Default until the Trustee notifies the Company, or the Holders of at least 25% in aggregate principal amount of the Securities outstanding notify the Company and the Trustee, of the Default and the Company does not cure such Default (and such Default is not waived) within the time specified in clause (3) above after actual receipt of such notice. Any such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.

The Company shall deliver to the Trustee, within 30 days after it becomes aware of the occurrence thereof, written notice of any Default, its status and what action the Company is taking or proposes to take with respect thereto.

SECTION 7.02. ACCELERATION

If an Event of Default (other than an Event of Default specified in Section 7.01(5) or (6)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities outstanding by notice to the Company and the Trustee, may declare the principal of and accrued and unpaid interest on all the Securities to be immediately due and payable. Upon such a declaration, such accelerated amount shall be due and payable immediately. If an Event of Default specified in Section 7.01(5) or (6) occurs and is continuing, the principal of and accrued and unpaid interest on all the Securities shall become and be immediately due and

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payable without any declaration or other act on the part of the Trustee or any Securityholders. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely as a result of acceleration and if all amounts due to the Trustee under Section 8.07 have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

SECTION 7.03. OTHER REMEDIES

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, or interest on, the Securities or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if the Trustee does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of, or acquiescence in, the Event of Default. No remedy is exclusive of any other remedy and all remedies are cumulative.

SECTION 7.04. WAIVER OF PAST DEFAULTS

Subject to Section 2.09, the Holders of a majority in aggregate principal amount of the Securities outstanding, by notice to the Trustee (and without notice to any other Securityholder), may waive an existing Default and its consequences except (a) an Event of Default described in Section 7.01(1) or (2), (b) a Default in respect of a provision that under Section 10.02 cannot be amended without the consent of each Securityholder affected or (c) a Default which constitutes a failure to convert any Security in accordance with the terms of Article 11. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. This Section 7.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) is hereby expressly excluded from this Indenture, as permitted by the TIA.

SECTION 7.05. CONTROL BY MAJORITY

Subject to Section 2.09, the Holders of a majority in aggregate principal amount of the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, or that the Trustee determines in good faith is unduly prejudicial to the rights of another Securityholder or would expose the Trustee to liability or expense for which it has not been offered reasonably satisfactory indemnity. This Section 7.05 shall be in lieu of TIA Section 316(a)(1)(A), and TIA Section 316(a)(1)(A) is hereby expressly excluded from this Indenture and Section, as permitted by the TIA.

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SECTION 7.06. LIMITATION ON SUITS

A Securityholder may pursue any remedy with respect to this Indenture or the Securities only if:

(1) the Holder gives to the Trustee written notice of a continuing Event of Default;

(2) the Holders of at least 25% in aggregate principal amount of the Securities make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer to the Trustee indemnity reasonably satisfactory to the Trustee against any loss, liability or expense to be, or which may be, incurred by the Trustee in pursuing the remedy;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5) during such 60-day period the Holders of a majority in principal amount of the Securities do not give the Trustee a direction inconsistent with the request.

A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder.

SECTION 7.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal of, or interest on, the Security on or after the respective due dates expressed in the Security or any Redemption Date, Purchase Date or Change of Control Purchase Date, and to convert such Security in accordance with Article 11, or to bring suit for the enforcement of any such payment on or after such respective due dates and such right to convert, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder.

SECTION 7.08. COLLECTION SUIT BY TRUSTEE

If an Event of Default specified in Section 7.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as Trustee of an express trust against the Company for the whole amount owing with respect to the Securities and the amounts provided for in Section 8.07.

SECTION 7.09. TRUSTEE MAY FILE PROOFS OF CLAIM

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the

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Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of or any interest on the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any such amount) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(1) to file and prove a claim for the principal amount of and accrued and unpaid interest on the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel or any other amounts due the Trustee under Section 8.07) and of the Holders allowed in such judicial proceeding, and

(2) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 8.07.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedings.

SECTION 7.10. PRIORITIES

If the Trustee collects any money or property pursuant to this Article 7, it shall pay out the money or property in the following order:

First: to the Trustee for amounts due under Section 8.07;

Second: to holders of Senior Indebtedness to the extent required by Article 12;

Third: to Securityholders for amounts due and unpaid on the Securities for principal or interest, as the case may be, ratably, without preference or priority of any kind, according to such amounts due and payable on the Securities; and

Fourth: to the Company.

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The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 7.10. At least 15 days before such record date, the Trustee shall mail to each Securityholder and the Company a notice that states the record date, the payment date and the amount to be paid.

SECTION 7.11. UNDERTAKING FOR COSTS

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 7.07, or a suit by a Holder or Holders of more than 10% in aggregate principal amount of the Securities then outstanding. This Section 7.11 shall be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby expressly excluded from this Indenture, as permitted by the TIA.

SECTION 7.12. WAIVER OF STAY, EXTENSION OR USURY LAWS

The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive it from paying all or any portion of the principal amount in respect of the Securities, or any interest on such amount, as contemplated herein, or which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 8.

TRUSTEE

SECTION 8.01. DUTIES OF TRUSTEE

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the Trustee need perform only those duties that are specifically set forth in this Indenture and no others; and

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(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture but in case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein. This Section 8.01(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the TIA.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.05; and

(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and 315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the TIA.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and need not be invested except as agreed to by the Trustee.

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SECTION 8.02. RIGHTS OF TRUSTEE

Subject to Section 8.01:

(a) the Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document;

(b) before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel;

(c) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care;

(d) the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred under this Indenture;

(e) the Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice of such counsel as to matters of law shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel;

(f) the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Company under this Indenture; but the Trustee may require of the Company full information and advice as to the performance of the covenants, conditions and agreements aforesaid; and

(g) the Trustee shall not be required to give any bond or surety in respect of the execution of its trusts and powers or in respect of this Indenture.

SECTION 8.03. INDIVIDUAL RIGHTS OF TRUSTEE

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate with the same rights the Trustee would have if it were not Trustee. Any Agent may do the same with like rights. However, the Trustee must comply with Sections 8.10 and 8.11.

SECTION 8.04. TRUSTEE’S DISCLAIMER

The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, shall not be accountable for the Company’s use of the proceeds from the sale of the Securities or the use or application of any money received by any Paying Agent other than the Trustee, and shall not be responsible for any statement in the Securities other than the Trustee’s certificate of authentication.

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SECTION 8.05. NOTICE OF DEFAULTS

If a Default occurs and if it is known to the Trustee, the Trustee shall give to each Securityholder notice of the Default within 90 days after it occurs, unless such Default shall have been cured or waived before the giving of such notice. Notwithstanding the preceding sentence, except in the case of a Default described in Section 7.01(1) or (2), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders. The second sentence of this Section 8.05 shall be in lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby expressly excluded from this Indenture, as permitted by the TIA. The Trustee shall not be deemed to have knowledge of a Default unless a Trust Officer of the Trustee has received written notice of such Default.

SECTION 8.06. REPORTS BY TRUSTEE TO HOLDERS

If required by TIA Section 313(a), within 60 days after each May 15 beginning with May 15, 2004 following the date of this Indenture, the Trustee shall mail to each Securityholder a report dated as of such May 15 that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b), (c) and (d).

A copy of each such report at the time of its mailing to Securityholders shall also be mailed to the Company and shall be filed with the SEC and each stock exchange, if any, on which the Securities are listed.

The Company shall promptly notify the Trustee in writing if the Securities become listed on any stock exchange or of any delisting thereof.

SECTION 8.07. COMPENSATION AND INDEMNITY

The Company agrees:

(a) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited (to the extent permitted by law) by any provision of law in regard to the compensation of a trustee of an express trust);

(b) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses, advances and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(c) to indemnify the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any loss, damage, claim, liability, cost or expense (including attorneys’ fees and expenses, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.

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To secure the Company’s payment obligations in this Section 8.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay the principal of and interest on particular Securities.

The Company’s payment obligations pursuant to this Section 8.07 shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 7.01(5) or (6), the expenses, including the reasonable charges and expenses of its counsel, are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or similar law now or hereinafter in effect.

SECTION 8.08. REPLACEMENT OF TRUSTEE

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and the Company. The Company may remove the Trustee if:

(1) the Trustee fails to comply with Section 8.10;

(2) the Trustee is adjudged bankrupt or an insolvent;

(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in aggregate principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 8.10, any Securityholder or beneficial owner may petition any court of competent jurisdiction at the expense of the Company for the removal of the Trustee and the appointment of a successor Trustee.

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A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company satisfactory in form and substance to the retiring Trustee and the Company. Thereupon the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 8.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Securityholders.

SECTION 8.09. SUCCESSOR TRUSTEE, AGENTS BY MERGER, ETC.

If the Trustee or any Agent consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee or Agent, as the case may be.

SECTION 8.10. ELIGIBILITY; DISQUALIFICATION

This Indenture shall always have a Trustee who satisfies the requirement of TIA Sections 310(a)(1) and 310(a)(5). The Trustee (or in the case of a corporation included in a bank holding company system, the related bank holding company) shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. In addition, if the Trustee is a corporation included in a bank holding company system, the Trustee, independently of such bank holding company, shall meet the capital requirements of TIA Section 310(a)(2). The Trustee shall comply with TIA Section 310(b).

SECTION 8.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE 9.

DISCHARGE OF INDENTURE

SECTION 9.01. TERMINATION OF COMPANY’S OBLIGATIONS

When (1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Securities have become due and payable and the Company deposits with the Trustee, Paying Agent or the Conversion Agent, as applicable, cash and/or securities, as permitted by the terms hereof, sufficient to pay, whether at Stated Maturity, on any Redemption Date, Purchase Date, Change of Control Purchase Date or Conversion Date or otherwise, all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.07, cease to be

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of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and Opinion of Counsel and at the cost and expense of the Company.

However, the obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.14, 5.01, 8.07, 8.08, 9.03 and in Article 11 shall survive until the Securities are no longer outstanding. Thereafter the obligations in Sections 8.07 and 9.03 shall survive.

After a termination of the Company’s obligations in accordance with this Section, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under this Indenture except for those surviving obligations specified above.

SECTION 9.02. APPLICATION OF TRUST MONEY

The Trustee shall hold in trust money or securities deposited with it pursuant to Section 9.01. It shall apply the deposited money or securities through the Paying Agent and in accordance with this Indenture to the payment of principal of, and interest on, the Securities. Money and securities so held in trust are not subject to Article 12.

SECTION 9.03. REPAYMENT TO COMPANY

Subject to the requirements of applicable law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or premium, if any, or interest that remains unclaimed for two years; provided, however, that, before being required to make any such repayment, the Trustee or such Paying Agent shall, if the Company so requests and at the expense of the Company, cause to be published once a week for two successive weeks, in each case on any day of the week, in an authorized newspaper in the Borough of Manhattan, The City of New York, or mail to each such Holder, a notice (in such form as may be deemed appropriate by such Trustee or Paying Agent) that said monies remain unclaimed and that, after a date named therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of said monies then remaining will be returned to the Company. After payment to the Company, Securityholders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person.

ARTICLE 10.

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 10.01. WITHOUT CONSENT OF HOLDERS

The Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Securityholder:

(1) to cure any ambiguity, defect or inconsistency herein or in the Securities;

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(2) to comply with Section 6.01;

(3) to make any change that does not materially adversely affect the rights of any Securityholder; or

(4) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Section 11.17.

SECTION 10.02. WITH CONSENT OF HOLDERS

The Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities, and the Holders of a majority in aggregate principal amount of the Securities may waive compliance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Securityholder affected, an amendment, supplement or waiver under this Section may not:

(1) change the stated maturity date of the principal of any Security or adversely affect the right of a Holder to convert any Security;

(2) reduce the principal amount, Redemption Price, Purchase Price or Change of Control Purchase Price of, or alter the manner or rate of accrual of interest (or extend the time for payment of interest) on, any Security;

(3) change the currency for payment in respect of any Security;

(4) impair the right to institute suit for the enforcement of any payment on or with respect to any Security;

(5) reduce the principal amount of Securities whose Holders must consent to an amendment or supplement of this Indenture or the waiver of defaults or compliance hereunder;

(6) make any change in the subordination provisions of Article 12 or make any other change in the ranking or priority of any Security in a manner materially adverse to the Holders; or

(7) make any change in Section 7.04, 7.07 or this 10.02 (second sentence).

It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. The Company may establish, by delivery of an Officers’ Certificate to the Trustee, a record date for determining Securityholders of record entitled to give any consent or waiver.

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After an amendment or supplement under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing the amendment or supplement. Any failure of the Company to mail any such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture. Any amendment or supplement under Section 10.01 or this Section 10.02 may not adversely affect the rights of any holders of Senior Indebtedness of the Company under Article 12 unless such holders shall have consented to such amendment or supplement pursuant to the terms of such Senior Indebtedness.

SECTION 10.03. COMPLIANCE WITH TRUST INDENTURE ACT

Every amendment to or supplement of this Indenture or the Securities shall comply with the TIA as then in effect.

SECTION 10.04. REVOCATION AND EFFECT OF CONSENTS

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same obligation as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to such Security or portion of a Security if a Trust Officer of the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Securityholder. Notwithstanding the foregoing, if a record date has been established for the purpose of determining Securityholders entitled to consent, such written notice of revocation must be signed by the Securityholder of record as of the record date or his duly appointed proxy.

SECTION 10.05. NOTATION ON OR EXCHANGE OF SECURITIES

The Trustee may place an appropriate notation relating to an amendment, supplement or waiver on any Security thereafter authenticated. The Company in exchange for all Securities may issue, and the Trustee shall authenticate, new Securities that reflect the amendment, supplement or waiver.

SECTION 10.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or Section 11.17 or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 8.01) shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.

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The Trustee shall sign any amendment or supplement authorized pursuant to this Article if the amendment or supplement does not adversely affect the rights of the Trustee. If the amendment or supplement does adversely affect the Trustee’s rights, the Trustee may, but need not, sign it.

SECTION 10.07. EFFECT OF SUPPLEMENTAL INDENTURES

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

ARTICLE 11.

CONVERSION

SECTION 11.01. CONVERSION PRIVILEGE

A Holder of a Security may convert such Security into shares of Common Stock at any time during the period stated in Section 7 of the Securities, subject in the case of conversion of any Global Security to any Applicable Procedures. The conversion price per share of Common Stock issuable on conversion of the Securities (the “Conversion Price”) shall be that set forth in Section 7 in the Securities, subject to adjustment as herein set forth.

The conversion privilege with respect to a Security or the portion thereof that the Company has elected to redeem in accordance with Article 3 hereof will terminate at the close of business on the Business Day prior to the Redemption Date, unless the Company defaults in making the payment due upon such redemption (in which case the conversion right will terminate at the close of business on the date such default is cured).

A Holder may convert a portion of the principal amount of a Security if the portion converted is $1,000 principal amount or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security.

SECTION 11.02. CONVERSION PROCEDURE

To convert a Security a Holder must satisfy the requirements in Section 7 of the Securities. The first Business Day on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”).

As soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion or exchange and cash in lieu of any fractional shares determined pursuant to Section 11.03. The person in whose name the certificate is registered shall be treated as a shareholder of record as of the close of business on the Conversion Date. Upon conversion of a Security, such person shall no longer be a Holder of such Security.

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No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, no accrued and unpaid interest on the Securities through the Conversion Date shall be payable with respect to the converted Security and no such interest shall be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the shares of Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the principal amount of the Security being converted pursuant to the provisions hereof. The Company shall not adjust the conversion ratio to account for accrued and unpaid interest. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Securities converted.

If the last day on which a Security may be converted is not a Business Day, the Security may be surrendered on the next succeeding Business Day.

Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of the Security surrendered.

If a Holder surrenders a Security for conversion during the period after any record date and prior to the corresponding Interest Payment Date, such Holder shall pay to the Company an amount equal to the interest payable on such Interest Payment Date on such Security; provided that if such Security (or any portion thereof) shall have been called for redemption on a Redemption Date occurring during such period or on such Interest Payment Date, such Holder shall not be required to make such payment to the Company.

SECTION 11.03. FRACTIONAL SHARES

The Company will not issue a fractional share of Common Stock upon conversion of a Security. Instead the Company will deliver to the converting Securityholder its check for the current market value of the fractional share. The current market value of a fraction of a share is determined by multiplying the Current Market Price of a full share by the fraction, and rounding the result to the nearest cent, with 0.5 cents to be rounded up.

For purposes of this Section, the Current Market Price of a share of Common Stock is the Quoted Price of the Common Stock on the last Trading Day prior to the Conversion Date.

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SECTION 11.04. TAXES ON CONVERSION

If a Holder submits a Security for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon the conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder’s name. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Conversion Agent receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations.

SECTION 11.05. COMPANY TO PROVIDE STOCK

The Company shall reserve at all times and keep available, free from preemptive rights and free of any lien or adverse claim, out of its authorized but unissued Common Stock, enough shares of Common Stock to permit the conversion of the Securities.

All shares of Common Stock that may be issued upon conversion of the Securities shall be fully paid and nonassessable.

The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of shares of Common Stock upon conversion of Securities and shall endeavor to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on The Nasdaq National Market or other over-the-counter market on which the Common Stock is traded.

SECTION 11.06. ADJUSTMENT FOR CHANGE IN CAPITAL STOCK

If, after the Issue Date of the Securities, the Company:

(1) pays a dividend or makes another distribution on the Common Stock payable exclusively in shares of Common Stock;

(2) subdivides the outstanding shares of Common Stock into a greater number of shares;

(3) combines the outstanding shares of Common Stock into a smaller number of shares;

(4) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or

(5) issues by reclassification of the Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock);

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then the conversion privilege and the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action.

The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.

If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock shall thereafter be subject to adjustment on terms comparable to those applicable to the Common Stock in this Article 11.

SECTION 11.07. ADJUSTMENT FOR RIGHTS ISSUE

If the Company distributes any rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock for a period expiring within 60 days after the record date for such distribution at a price per share less than the Current Market Price per share (as defined in Section 11.11), then, on the Record Date (as defined in this Section 11.07), the Conversion Price shall be adjusted in accordance with the formula:

O + (N x P)         AC = CC x                M                                           O + N
where:
AC	=	the adjusted Conversion Price.
CC	=	the Conversion Price in effect immediately prior to the close of business on the Record Date (as defined in this Section 11.07).
O	=	the number of shares of Common Stock outstanding at the close of business on the Record Date (as defined in this Section 11.07).
N	=	the number of additional shares of Common Stock offered.

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P	=	the offering price per share of the additional shares.
M	=	the Current Market Price per share of Common Stock on the Record Date (as defined in this Section 11.07).

The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants (for purposes of this Section 11.07 only, the “Record Date”).

SECTION 11.08. ADJUSTMENT FOR CERTAIN DISTRIBUTIONS

Subject to the last paragraph of this Section 11.08, if the Company distributes to all holders of its Common Stock any cash, debt securities (or other evidences of indebtedness) or other assets (excluding dividends or distributions for which adjustment is required to be made under Sections 11.06, 11.07 or 11.09), the Conversion Price shall be reduced in accordance with the following formula:

AC = CC x          M - P                                       M
where:
AC	=	the adjusted Conversion Price.
CC	=	the Conversion Price in effect immediately prior to the close of business on the Record Date (as defined in this Section 11.08).
M	=	the Current Market Price per share of Common Stock on the Record Date (as defined in this Section 11.08).
P	=	the aggregate fair market value on the Record Date (as defined in this Section 11.08) (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) of the cash, debt securities (or other evidences of indebtedness) or other assets distributed applicable to one share of Common Stock.

The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution (for purposes of this Section 11.08 only, the “Record Date”).

No adjustment will be made with respect to this Section 11.08 if, in lieu of such adjustment, the Securityholders, upon conversion, will be entitled to receive, in addition to the shares of Common Stock into which such Securities are convertible, the kind and

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amount of cash, debt securities (or other evidences of indebtedness) or other assets comprising the distribution that such Holders would have received had they converted their Securities immediately prior to the Record Date (as defined in this Section 11.08). In addition, no adjustment will be made in the event that the then fair market value (as so determined) of the cash, debt securities (or other evidences of indebtedness) or other assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of the Common Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash, debt securities (or other evidences of indebtedness) or other assets such Holder would have received had such Holder converted each Security on the Record Date (as defined in this Section 11.08).

SECTION 11.09. ADJUSTMENT FOR ALL CASH DISTRIBUTION

Subject to the last paragraph of this Section 11.09, if the Company shall pay or make a dividend or other distribution consisting exclusively of cash to all holders of its Common Stock, the Conversion Price shall be reduced in accordance with the following formula:

AC = CC x          M - C                                       M
where:
AC	=	the adjusted Conversion Price.
CC	=	the Conversion Price in effect immediately prior to the close of business on the Record Date (as defined in this Section 11.09).
M	=	the Current Market Price per share of Common Stock on the Record Date (as defined in this Section 11.09).
C	=	the amount of cash so distributed and not excluded applicable to one share of Common Stock.

The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution (for purposes of this Section 11.09 only, the “Record Date”).

No adjustment will be made in the event that the amount of cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of the Common Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash such Holder would have received had such Holder converted each Security immediately prior to the record date for the distribution of the cash.

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SECTION 11.10. ADJUSTMENT FOR TENDER OR EXCHANGE OFFER

Subject to the last paragraph of this Section 11.10, in the event that a tender or exchange offer (other than an odd-lot offer) made by the Company or any Subsidiary for all or a portion of the Common Stock shall expire and such tender or exchange offer (including any amendment in effect immediately prior to the expiration thereof) shall require the payment to stockholders of consideration per share of Common Stock having a fair market value (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) that, as of the last time (the “Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer, exceeds 110% of the Current Market Price per share of Common Stock at the Expiration Time, the Conversion Price shall be reduced in accordance with the following formula:

AC = CC ×         O x M                                 P + (T x M)
where:
AC	=	the adjusted Conversion Price.
CC	=	the Conversion Price in effect immediately prior to the close of business on the date of the Expiration Time.
O	=	the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time.
P	=	the fair market value of the aggregate consideration payable to holders of Common Stock based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares of Common Stock so accepted, up to any such maximum, being referred to as the “Purchased Shares”).
T	=	the number of shares of Common Stock outstanding (less any Purchased Shares) on the Expiration Time.
M	=	the Current Market Price per share of Common Stock at the Expiration Time.

The adjustment shall become effective immediately prior to the opening of business on the day following the Expiration Time.

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In the event that the Company or any Subsidiary, if applicable, is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such tender or exchange offer had not been made.

SECTION 11.11. CURRENT MARKET PRICE

For purposes of Sections 11.07, 11.08, 11.09 and 11.10, the Current Market Price per share of Common Stock on any date means the average of the Closing Sale Prices of the shares of Common Stock for the five Trading Day period ending on the third Business Day prior to the earlier of the date in question and the Trading Day before the “ex” date, if any, with respect to the issuance or distribution requiring such computation; provided that if the third Business Day prior to such date is not a Trading Day, then on the last Trading Day immediately prior to the third Business Day. The term “ex” date, when used with respect to any issuance or distribution, means the first Trading Day on which the Common Stock trades regular way in the market from which the Quoted Price is then to be determined without the right to receive such issuance or distribution.

SECTION 11.12. WHEN ADJUSTMENT MAY BE DEFERRED

No adjustment in the Conversion Price need be made unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be, with 0.005 cents and 500/1,000 of a share to be rounded up.

SECTION 11.13. WHEN NO ADJUSTMENT REQUIRED

No adjustment need be made for rights to purchase Common Stock pursuant to a Company plan for reinvestment of dividends or interest.

No adjustment need be made for a change in the par value (including a change to no par value) of the Common Stock.

To the extent the Securities become convertible into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Notwithstanding any provision to the contrary in this Indenture, no adjustment shall be made in the Conversion Price, which would have the effect of reducing the Conversion Price below the par value of the Common Stock.

Notwithstanding any provision to the contrary in this Indenture, rights distributed by the Company to its stockholders pursuant to the Company’s Rights Agreement dated as of December 11, 1996 between the Company and The First National Bank of Boston, as Rights Agent, as it may be amended from time to time, and any successor or similar stockholders rights plan, which rights are not exercisable until the occurrence of a specified event or events (a “Triggering Event”) shall be deemed not to have been distributed for purposes of this Article 11 (and no adjustment to the Conversion Price shall be required) until the occurrence of such Triggering Event.

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SECTION 11.14. NOTICE OF ADJUSTMENT

Whenever the Conversion Price is adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

SECTION 11.15. VOLUNTARY REDUCTION

The Company from time to time may reduce the Conversion Price by any amount for any period of time if the period is at least 20 days and if the reduction is irrevocable during the period. Notwithstanding any provision to the contrary in this Indenture, the reduction of the Conversion Price pursuant to this Section 11.15 shall not require the consent of the Trustee or any Securityholder.

Whenever the Conversion Price is reduced, the Company shall mail to Securityholders and the Trustee a notice of the reduction. The Company shall mail the notice at least 15 days before the date the reduced Conversion Price takes effect. The notice shall state the reduced Conversion Price and the period during which it will be in effect.

Subject to the first paragraph of this Section 11.15, the Company may reduce the Conversion Price, for the remaining term of the Securities or any shorter term, in addition to those adjustments required by Sections 11.06, 11.07, 11.08, 11.09 and 11.10, as it considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes.

SECTION 11.16. NOTICE OF CERTAIN TRANSACTIONS

If:

(1) the Company takes any action which would require an adjustment in the Conversion Price pursuant to Sections 11.06, 11.07, 11.08 or 11.09 (unless no adjustment is to occur pursuant to Section 11.13);

(2) the Company takes any action that would require a supplemental indenture pursuant to Section 11.17; or

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(3) there is a dissolution or liquidation of the Company,

the Company shall mail to Securityholders and the Trustee a notice stating the record date for any such distribution or the effective date of any such subdivision, combination, reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company shall mail the notice at least 15 days before such record date. Failure to mail the notice or any defect in it shall not affect the validity of any transaction referred to in clause (1), (2) or (3) of this Section.

SECTION 11.17. PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF THE COMPANY OR TRANSFER OR LEASE

If the Company is a party to a transaction subject to Section 6.01 (other than a sale of all or substantially all of the assets of the Company in a transaction in which the holders of shares of Common Stock immediately prior to such transaction do not receive securities, cash or other assets of the Company or any other person) or a merger or binding share exchange which reclassifies or changes its outstanding shares of Common Stock, the person obligated to deliver securities, cash or other assets upon conversion of Securities shall enter into a supplemental indenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture.

The supplemental indenture shall provide that the Holder of a Security may convert it into the kind and amount of securities, cash or other assets which such Holder would have received immediately after the consolidation, merger, binding share exchange or transfer if such Holder had converted the Security immediately before the effective date of the transaction, assuming (to the extent applicable) that such Holder (i) was not a constituent person or an Affiliate of a constituent person to such transaction; (ii) made no election with respect thereto; and (iii) was treated alike with the plurality of non-electing Holders. The supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Article 11. The successor Company shall mail to Securityholders a notice briefly describing the supplemental indenture.

If this Section 11.17 applies, Section 11.06 shall not apply to such event.

SECTION 11.18. COMPANY DETERMINATION FINAL

Subject to compliance with the terms of this Indenture (including, without limitation, Section 11.14) and of the Securities, any determination which the Company or its Board of Directors must make pursuant to Section 11.03, 11.06, 11.08, 11.10, 11.11 or 11.12 shall be conclusive.

SECTION 11.19. TRUSTEE’S DISCLAIMER

The Trustee has no duty to determine when an adjustment under this Article should be made, how it should be made or what it should be. The Trustee has no duty to determine the market price or market value of any fractional or other share. The Trustee

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has no duty to determine whether any provisions of a supplemental indenture under Section 11.17 are correct. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of the Securities. The Trustee shall not be responsible for the Company’s failure to comply with this Article. Each Conversion Agent other than the Company shall have the same protection under this Section as the Trustee.

SECTION 11.20. SUCCESSIVE ADJUSTMENTS

After an adjustment to the Conversion Price under this Article 11, any subsequent event requiring an adjustment under this Article 11 shall cause an adjustment to the Conversion Price as so adjusted.

ARTICLE 12.

SUBORDINATION

SECTION 12.01. AGREEMENT TO SUBORDINATE

The Company covenants and agrees, and each Holder of Securities issued hereunder by its acceptance thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article 12; and each person holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. Only Senior Indebtedness (including, without limitation, Designated Senior Indebtedness) of the Company shall rank senior to the Securities in accordance with the provisions set forth herein.

The payment of the principal of and interest (including any Additional Interest) on all Securities issued hereunder (including, without limitation, the Redemption Price, Purchase Price and Change of Control Purchase Price) shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness of the Company in cash or payment satisfactory to the holders of such Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred.

No provision of this Article 12 shall prevent the occurrence of any Default hereunder.

SECTION 12.02. PAYMENTS TO HOLDERS

(a) No payment shall be made in respect of the principal of or interest (including any Additional Interest) on the Securities (including, without limitation, the Redemption Price, Purchase Price and Change of Control Purchase Price), except payments and distributions made by the Trustee as permitted by the first paragraph of Section 12.05, if:

(1) a default in the payment of principal, premium, interest or other payment obligations due in respect of any Designated Senior Indebtedness of the Company occurs and is continuing (or, in the case of Designated Senior

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Indebtedness of the Company for which there is a period of grace, if such default continues beyond the period of grace, if any, specified in the instrument evidencing such Designated Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or

(2) a default, other than a payment default, in respect of any Designated Senior Indebtedness of the Company occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a “Company Payment Blockage Notice”) from a Representative or holder of such Designated Senior Indebtedness.

Subject to the provisions of Section 12.05, if the Trustee receives any Company Payment Blockage Notice pursuant to clause (2) above, no subsequent Company Payment Blockage Notice shall be effective for purposes of this Section 12.02(a) unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Company Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Company Payment Blockage Notice to the Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for a subsequent Company Payment Blockage Notice.

The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of:

(i) the date upon which the default is cured or waived or ceases to exist; or

(ii) in the case of a default referred to in clause (2) above, 179 days pass after a Company Payment Blockage Notice is received, unless this Article 12 otherwise prohibits the payment or distribution at the time of such payment or distribution.

In the event of acceleration pursuant to Section 7.02, no payment or distribution shall be made to the Trustee or any Holder in respect of the principal of or interest (including any Additional Interest) on the Securities (including, without limitation, the Redemption Price, Purchase Price or Change of Control Purchase Price), except payments and distributions made by the Trustee as permitted by the first paragraph of Section 12.05, until all Senior Indebtedness of the Company has been paid in full in cash or other payment satisfactory to the holders thereof or such acceleration is rescinded in accordance with the terms of this Indenture.

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Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company (whether voluntary or involuntary) or in bankruptcy, insolvency, receivership or similar proceedings, all amounts due or to become due upon all Senior Indebtedness of the Company shall first be paid in full in cash, or other payments satisfactory to the holders thereof, before any payment is made in respect of the principal of or interest (including any Additional Interest) on the Securities (including, without limitation, the Redemption Price, Purchase Price and Change of Control Purchase Price); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled, except for the provision of this Article 12, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of such Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash, or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders or the Trustee.

The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02(a) if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 6.

(b) For purposes of this Article 12, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company, as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 12 with respect to the Securities to the payment of all Senior Indebtedness of such the Company which may at the time be outstanding; provided that (1) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (2) the rights of the holders of such Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment.

(c) In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing shall be received by the Holders or the Trustee before all Senior Indebtedness of the Company is paid in full, in cash or other payment satisfactory

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to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to such holders, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to such holders or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full, in cash or other payment satisfactory to such holders, after giving effect to any concurrent payment or distribution to or for any such holders.

(d) Nothing in this Section 12.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.07. This Section 12.02 shall be subject to the further provisions of Section 12.05.

SECTION 12.03. SUBROGATION OF SECURITIES

Subject to the payment in full of all Senior Indebtedness of the Company in cash or other payment satisfactory to the holders of such Senior Indebtedness, the rights of the Holders shall be subrogated to the extent of any payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 12 (equally and ratably with the holders of all Indebtedness of the Company which by its express terms is subordinated to other Indebtedness of the Company to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of such holders to receive payments or distributions of cash, property or securities of the Company applicable to such Senior Indebtedness until the principal of and interest (including any Additional Interest) on the Securities shall be paid in full in cash or other payment satisfactory to the Holders; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Holders or the Trustee would be entitled except for the provisions of this Article 12, and no payment over pursuant to the provisions of this Article 12, to or for the benefit of the holders of such Senior Indebtedness by Holders or the Trustee, shall, as between the Company, its creditors other than holders of such Senior Indebtedness, and the Holders be deemed to be a payment by the Company to or on account of such Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Holders pursuant to the subrogation provisions of this Article 12 which would otherwise have been paid to the holders of such Senior Indebtedness shall be deemed to be a payment by the Company in respect of the Securities. It is understood that the provisions of this Article 12 are and are intended solely for the purposes of defining the relative rights of the Holders, on the one hand, and the holders of Senior Indebtedness of the Company on the other hand.

Nothing contained in this Article 12 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than the holders of the Senior Indebtedness of the Company and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to the Holders the principal of and interest (including any Additional Interest) on the Securities (including, without limitation, the Redemption Price, Purchase Price and Change of Control Purchase Price)

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as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than the holders of Senior Indebtedness of the Company, nor shall anything herein or therein prevent the Trustee, any Holder from exercising all remedies otherwise permitted by applicable law upon the occurrence of a Default under this Indenture, subject to the rights, if any, under this Article 12 of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company referred to in this Article 12, the Trustee, subject to the provisions of Section 8.01, and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon and all other facts pertinent thereto or to this Article 12.

SECTION 12.04. AUTHORIZATION TO EFFECT SUBORDINATION

Each Holder, by the acceptance of such Holder’s Securities, authorizes and directs the Trustee on such person’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 12 and appoints the Trustee to act as such person’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 12.03 at least 30 days before the expiration of the time to file such claim, the holders of any Senior Indebtedness of the Company or its representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders.

SECTION 12.05. NOTICE TO TRUSTEE

The Company shall give prompt written notice in the form of an Officers’ Certificate to the Trustee and to any Paying Agent other than the Trustee of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent other than the Trustee in respect of the Securities pursuant to the provisions of this Article 12. Notwithstanding the provisions of this Article 12 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 12 unless and until the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers’ Certificate) or a Representative or a holder or holders of Senior Indebtedness of the Company; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 8.01, shall be entitled in all respects to assume that no such facts exist; provided

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that if on a date not fewer than one Business Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 12.05, then, notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 12 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 9, and any such payment shall not be subject to the provisions of this Article 12.

The Trustee, subject to the provisions of Section 8.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness of the Company to establish that such notice has been given by a Representative or a holder of Senior Indebtedness of the Company. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 12, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Company held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article 12, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

SECTION 12.06. TRUSTEE’S RELATION TO SENIOR INDEBTEDNESS

The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 12 in respect of any Senior Indebtedness of the Company at any time held by it, to the same extent as any other holder of such Senior Indebtedness, and nothing in Section 8.11 or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder.

With respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article 12, and no implied covenants or obligations with respect to the holders of such Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Company and, subject to the provisions of Section 8.01, the Trustee shall not be liable to any holder of Senior Indebtedness of the Company if it shall pay over or deliver to any Holder, the Company or any other person money or assets to which any holder of such Senior Indebtedness shall be entitled by virtue of this Article 12 or otherwise.

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SECTION 12.07. NO IMPAIRMENT OF SUBORDINATION

No right of any present or future holder of Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.

SECTION 12.08. CERTAIN CONVERSIONS DEEMED PAYMENT

For the purposes of this Article 12 only, (1) the issuance and delivery of junior securities upon conversion of any Security in accordance with Article 11 shall not be deemed to constitute a payment or distribution on account of the principal of or interest on such Security or on account of the purchase or other acquisition of such Security and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 11.03), property or securities (other than junior securities) upon conversion of any Security in accordance with Article 11 shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this Section 12.08, the term “junior securities” means (i) shares of any stock of any class of the Company, or (ii) securities of the Company which are subordinated in right of payment to all Senior Indebtedness of the Company which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 12. Nothing contained in this Article 12 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness of the Company, and the Holders, the right, which is absolute and unconditional, of any Holder to convert such Security in accordance with Article 11.

SECTION 12.09. ARTICLE APPLICABLE TO PAYING AGENTS

If at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article 12 shall (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article 12 in addition to or in place of the Trustee; provided, however, that the first paragraph of Section 12.05 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

SECTION 12.10. SENIOR INDEBTEDNESS ENTITLED TO RELY

The holders of Senior Indebtedness (including, without limitation, Designated Senior Indebtedness) of the Company shall have the right to rely upon this Article 12, and no amendment or modification of the provisions contained herein shall diminish the rights of any such holder except in accordance with the last paragraph of Section 10.02.

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ARTICLE 13.

MISCELLANEOUS

SECTION 13.01. TRUST INDENTURE ACT CONTROLS

If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

SECTION 13.02. NOTICES

Any notice or communication to the Company or the Trustee by the other shall be duly given if in writing and delivered in person or by overnight courier or mailed by first class mail or transmitted by telephone facsimile transmission (and receipt confirmed) addressed as follows:

If to the Company:	Cable Design Technologies Corporation
	Foster Plaza 7
	661 Andersen Drive
	Pittsburgh, PA 15220
	Attention:	Charles B. Fromm,
		General Counsel
	Facsimile:	(412) 937-9690
With a copy to:	Kirkland & Ellis LLP
	Citigroup Center
	153 East 53rd Street
	New York, NY 10022
	Attention:	Lance C. Balk, Esq.
	Facsimile:	(212) 446-9000
If to the Trustee:	U.S. Bank National Association
	180 Fifth Street
	St. Paul, MN 55101
	Attention:	Frank Leslie
	Facsimile:	(651) 244-0711

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication to a Securityholder shall be mailed by first-class mail to his address as shown on the register kept by the Registrar. Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If the Company mails a notice or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time.

If a notice or communication is delivered, mailed or transmitted in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

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SECTION 13.03. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS

Securityholders may communicate pursuant to TIA Section 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar, the Paying Agent, the Conversion Agent and any other person shall have the protection of TIA Section 312(c).

SECTION 13.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 13.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 5.03) shall include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

SECTION 13.06. RULES BY TRUSTEE AND AGENTS

The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar, Paying Agent, New York Presenting Agent and Conversion Agent may each make reasonable rules and set reasonable requirements for its respective functions.

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SECTION 13.07. PAYMENT ON BUSINESS DAYS

If any payment date falls on a day that is not a Business Day, the required payment of principal and/or interest (including, without limitation, the Redemption Price, Purchase Price or Change of Control Purchase Price), as the case may be, shall be made on the next succeeding Business Day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after such payment date to the date of such payment on the next succeeding Business Day.

SECTION 13.08. GOVERNING LAW

The laws of the State of New York shall govern this Indenture and the Securities without regard to principles of conflicts of law.

SECTION 13.09. NO RECOURSE AGAINST OTHERS

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or this Indenture for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

SECTION 13.10. SUCCESSORS

All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 13.11. COUNTERPART ORIGINALS

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 13.12. SEVERABILITY

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and a Holder shall have no claim therefor against any party hereto.

[Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

CABLE DESIGN TECHNOLOGIES CORPORATION
By:
	Name:
	Title:

U.S. BANK NATIONAL ASSOCIATION
By:
	Name:
	Title:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND THE COMMON STOCK (AND ANY OTHER SECURITIES) ISSUABLE UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY AND THE COMMON STOCK (AND ANY OTHER SECURITIES) ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION

UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL NOT DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED UNDER THE SECURITIES ACT.

THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT TO WHICH THE COMPANY IS A PARTY DATED AS OF JULY 8, 2003 RELATING TO THE SECURITY AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.

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No.	$110,000,000
CUSIP No.

CABLE DESIGN TECHNOLOGIES CORPORATION

4.00% Convertible Subordinated Debentures Due July 15, 2023

Cable Design Technologies Corporation, a Delaware corporation, for value received, promises to pay to Cede & Co., or registered assigns, the principal sum of One Hundred and Ten Million Dollars (U.S. $110,000,000) or such lesser amount as is indicated on the Schedule of Exchanges of Securities on the other side of this Security on July 15, 2023.

Interest Payment Dates:	January 15 and July 15, commencing January 15, 2004
Record Dates:	December 31 and June 30

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Dated:	CABLE DESIGN TECHNOLOGIES CORPORATION
	By:
		Name:
		Title:
	By:
		Name:
		Title:

Authenticated:

U.S. Bank National Association, as Trustee
By:
	Authorized Signer

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(Reverse of Security)

CABLE DESIGN TECHNOLOGIES CORPORATION

4.00% Convertible Subordinated Debentures Due July 15, 2023

1. INTEREST

CABLE DESIGN TECHNOLOGIES CORPORATION (the “Company”), a Delaware corporation, promises to pay interest on the principal amount of this Security at the rate of 4.00% per annum. The Company will pay interest semi-annually in arrears on January 15 and July 15 of each year (each an “Interest Payment Date”), commencing on January 15, 2004 to holders of Securities at the close of business on the relevant record dates specified above. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from July 8, 2003. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2. METHOD OF PAYMENT

Pursuant to the terms and conditions of the Indenture, the Company shall make payments in cash, shares of Common Stock or a combination thereof, as the case may be, in respect of the Redemption Price, Purchase Price, Change of Control Purchase Price and principal of the Securities at Stated Maturity to Holders who surrender Securities to a Paying Agent to collect such payments in respect of the Securities.

The Company will pay interest on the Securities (except defaulted interest) to the persons who are registered holders of Securities at the close of business on the December 31 or June 30 next preceding the Interest Payment Date (including Securities that are cancelled after the record date and on or before the Interest Payment Date). The Company shall pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts, or by check payable in such money.

If any payment date falls on a day that is not a Business Day, the required payment of principal and/or interest (including, without limitation, the Redemption Price, Purchase Price or Change of Control Purchase Price), as the case may be, shall be made on the next succeeding Business Day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after such payment date to the date of such payment on the next succeeding Business Day.

3. PAYING AGENT, REGISTRAR, CONVERSION AGENT

Initially, U.S. Bank National Association (the “Trustee”) will act as Paying Agent, Registrar and Conversion Agent. The Company may change any Paying Agent, Registrar, Conversion Agent or Co-Registrar by giving at least thirty days’ prior notice to the Trustee. The Company may act as Paying Agent, Registrar, Conversion Agent or Co-Registrar. If there is not at least one of each such Registrar or Co-Registrar, Paying Agent and Conversion Agent located in the Borough of Manhattan, the City of New

4

York, the Company shall also maintain an office in the Borough of Manhattan, the City of New York where the securities may be presented for purposes of transfer and exchange, payment and conversion (the “New York Presenting Agent”). The Company initially appoints U.S. Bank National Association having an office at 100 Wall Street, New York, NY 10005, to serve as New York Presenting Agent.

4. INDENTURE

The Company issued this Security as one of a duly authorized issue of Debentures of the Company designated as its 4.00% Convertible Subordinated Debentures Due July 15, 2023 (the “Securities”) under an Indenture dated as of July 8, 2003 (the “Indenture”), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture for a statement of such terms. Terms used herein that are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. The Securities are general unsecured obligations of the Company limited to $110,000,000 in aggregate principal amount.

5. OPTIONAL REDEMPTION

The Securities are redeemable at the option of the Company in whole or in part, at any time or from time to time, on or after July 21, 2008 at the Redemption Price. No sinking fund is provided for the Securities.

Notice of redemption must be mailed at least 15 days, but not more than 60 days, before the Redemption Date to each Holder of Securities to be redeemed at the Holder’s address as shown on the register kept by the Registrar.

If the Redemption Date is on or after an interest record date but on or prior to the related Interest Payment Date, interest shall be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date.

On and after the Redemption Date, interest shall cease to accrue on Securities or any portion of them called for redemption; provided that funds in the requisite amount are paid or made available for payment on that date.

6. PURCHASE AT OPTION OF HOLDER

Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities held by such Holder on July 15, 2008, July 15, 2013 and July 15, 2018 (each a “Purchase Date”) at the Purchase Price (provided that, if the Purchase Date is on or after an interest record date but on or prior to the related Interest Payment Date, interest shall be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date) upon delivery of a Purchase Notice (that is not subsequently withdrawn) containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture.

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The Purchase Price may be paid, at the option of the Company, in cash or by the delivery of Common Stock, or any combination thereof, in the manner described in Section 4.01 of the Indenture.

Holders have the right to withdraw any Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

If cash or securities sufficient to pay the Purchase Price of a Security or portion thereof to be purchased as of the Purchase Date are deposited with the Paying Agent on the Business Day following the Purchase Date, then, immediately after the Purchase Date, such Security shall cease to be outstanding and interest on such Security shall cease to accrue, whether or not book-entry transfer is made or such Security is delivered to the Paying Agent. Thereafter, the Holder of such Security shall have no other rights other than the right to receive the Purchase Price upon surrender of such Security.

If a Change of Control occurs, each Holder shall have the right, at the Holder’s option, to require the Company to purchase all of such Holder’s Securities, or any portion thereof that is an integral multiple of $1,000 principal amount on the Change of Control Purchase Date selected by the Company that is not less than 10 nor more than 30 days after the Final Surrender Date (as defined below), at the Change of Control Purchase Price, which Change of Control Purchase Price shall be paid in cash.

Unless the Company shall have theretofore called for redemption all the outstanding Securities, on or before the 30th day after the occurrence of a Change of Control, the Company is obligated to mail or cause the Trustee to mail to all Holders of record of the Securities a Change of Control Company Notice describing, among other things, the occurrence of such Change of Control and of the purchase right arising as a result thereof. The Company must deliver a copy of the Change of Control Company Notice to the Trustee and cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise the purchase option, a Holder of Securities must surrender, on or before the date which, subject to any contrary requirements of applicable law, is 60 days after the date of mailing of the Change of Control Company Notice (the “Final Surrender Date”), the Securities with respect to which the right is being exercised, which, in the case of Certificated Securities, must be duly endorsed for transfer to the Company.

The term “Change of Control” shall mean either:

(i) any “person” or “group” is or becomes the “beneficial owner,” directly or indirectly, of shares of the Company’s voting stock representing 50% or more of the total voting power of all of the Company’s outstanding voting stock or has the power, directly or indirectly, to elect a majority of the members of the Board of Directors; or

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(ii) the Company consolidates with, or merges with or into, another person or its sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets, or any person consolidates with, or merges with or into, the Company, in any such event other than pursuant to a transaction in which the persons that “beneficially owned,” directly or indirectly, the shares of the Company’s voting stock immediately prior to such transaction “beneficially own,” directly or indirectly, shares of the Company’s voting stock representing at least a majority of the total voting power of all outstanding voting stock of the surviving or transferee person.

For purposes of this Change in Control definition only:

“person” and “group” have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision;

a “beneficial owner” will be determined in accordance with Rule 13d-3 under the Exchange Act, as in effect on the date of the indenture, except that the number of shares of the Company’s voting stock will be deemed to include, in addition to all outstanding shares of our voting stock and unissued shares deemed to be held by the “person” or “group” or other person with respect to which the change in control determination is being made, all unissued shares deemed to be held by all other persons;

“beneficially own” and “beneficially owned” have meanings correlative to that of beneficial owner;

“unissued shares” means shares of voting stock not outstanding that are subject to options, warrants, rights to purchase or conversion privileges exercisable within 60 days of the date of determination of a change in control; and

“voting stock” means any class or classes of capital stock or other interests then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors, managers or trustees.

7. CONVERSION

A Holder may surrender Securities for conversion into shares of Common Stock on a Conversion Date if, as of such Conversion Date, the Closing Sale Price of our Common Stock, for at least 20 trading days in the 30 day period ending on the trading day prior to the Conversion Date is at least 110% of the Conversion Price per share of Common Stock on such preceding trading day.

A Holder may also surrender Securities for conversion into shares of Common Stock if at any time either: (i) the senior implied rating assigned to the Company by Moody’s Investor Service, Inc. has been downgraded to B2 or below, and (ii) the corporate credit rating assigned to the Company by Standard & Poor’s is downgraded to B or below, for so long as such downgrades remain in effect.

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In addition, a Holder may surrender for conversion a Security which has been called for redemption pursuant to Section 5 of this Security, even if the foregoing provisions have not been satisfied, and such Securities may be surrendered for conversion until the close of business on the Business Day prior to the Redemption Date; provided that if the Company shall default in payment of the Redemption Price, a Holder may surrender Securities for conversion on or after the related Redemption Date.

In the event that the Company elects to distribute to holders of the Company’s Capital Stock (i) certain rights or warrants entitling them to subscribe for or purchase our common stock at less than the Current Market Price as defined in Section 11.11 of the Indenture for such issuance, or, (ii) cash, debt securities, which distribution has a per share value exceeding 10% of the market price of our common stock as of the trading day immediately preceding the declaration date for such distribution, a Holder may surrender Securities for conversion on the date the Company gives notice to such Holder of such right, which shall be not less than 15 days prior to the record date for such dividend or distribution, and such Holder may surrender such Securities for conversion at any time thereafter until the close of business on the Business Day prior to the record date or until the Company announces that such distribution shall not take place.

Finally, in the event that the Company is a party to a consolidation, merger, transfer or lease of all or substantially all of its assets pursuant to which the Common Stock would be converted into cash, securities or other assets, a Holder may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective time of the transaction until 15 days after the actual date of such transaction (assuming, in a case in which the Company’s stockholders may exercise rights of election, that a Holder of Securities would not have exercised any rights of election as to the stock, other securities or other property or assets receivable in connection therewith and received per share the kind and amount received per share by plurality of nonelecting shares).

A Security in respect of which a Holder has delivered a Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be not converted.

Upon conversion, no payment or adjustment for accrued and unpaid interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to Section 1 of this Security) or for dividends or distributions on the Common Stock shall be made.

The initial conversion price is $9.0345 per share of Common Stock (the “Conversion Price”), subject to adjustment in certain events described in sections 11.06, 11.07, 11.08, 11.09, and 11.10 of the Indenture. No adjustment in the Conversion Price will be required unless such adjustment would require a change of at least 1% in the Conversion Price then in effect; provided that any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment. The Company from time to time may voluntarily reduce the Conversion Price for a period of at least 20 days.

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The Conversion Price shall be adjusted for dividends or distributions on shares of Common Stock payable in shares of Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase shares of Common Stock for a period expiring within 60 days after the record date for such distribution at a price per share less than the Current Market Price per share as defined in the Indenture; distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions); distributions to such holders consisting exclusively of cash; and in the event that a tender or exchange offer is made by the Company or any Subsidiary for all or a portion of the Common Stock and the tender or exchange offer requires the payment of consideration per share having a fair market value exceeding 110% of the Current Market Price per share of Common Stock.

The number of shares issuable upon conversion of a Security is determined by dividing the principal amount to be converted by the Conversion Price in effect on the Conversion Date. The Company will deliver a check for the current market value of such fractional shares rounded to the nearest cent, with 0.5 cents to be rounded up, based on the Current Market Price of the Common Stock.

To convert a Security, a Holder must (1) complete and sign the conversion notice on the reverse of the Security, (2) surrender the Security to the Conversion Agent, (3) furnish the appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of Common Stock in the name of a Person other than the Holder thereof. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures. A Holder may convert a portion of a Security if the portion is $1,000 or an integral multiple of $1,000.

If the Company is a party to a consolidation or merger, or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding Common Stock, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

8. SUBORDINATION

The indebtedness evidenced by the Securities is, to the extent and in the manner provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness of the Company. Any Holder accepting this Security agrees to and shall be bound by such subordination provisions and authorizes the Trustee to give them effect. In addition to all other rights of the holders of Senior Indebtedness of the Company described in the Indenture, such Senior Indebtedness shall continue to be

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Senior Indebtedness and entitled to the benefits of the subordination provisions of the Indenture irrespective of any amendment, modification or waiver of any terms of any instrument relating to such Senior Indebtedness or any extension or renewal of such Senior Indebtedness.

9. DENOMINATIONS, TRANSFER, EXCHANGE

The Securities are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. A Holder may register the transfer of or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or other governmental charges that may be imposed in relation thereto by law or permitted by the Indenture.

10. AMENDMENT, SUPPLEMENT, WAIVER

Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented, with the consent of the Company and the Holders of a majority in aggregate principal amount of the Securities at the time outstanding, and any existing default may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time outstanding. Without the consent of any Securityholder, the Indenture or the Securities may be amended, inter alia, to cure any ambiguity, defect or inconsistency, to provide for assumption of Company obligations to Securityholders in the case of a merger or acquisition, or to make any change that does not materially adversely affect the rights of any Securityholder.

11. DEFAULTS AND REMEDIES

An Event of Default includes: default in the payment by the Company of accrued and unpaid interest (including any Additional Interest) on the Securities which has continued for 30 days, whether or not such payment shall be prohibited by the subordination provisions of the Indenture; default by the Company in the payment of principal of the Securities when due and payable, whether or not such payment shall be prohibited by the subordination provisions of the Indenture; default by the Company in the payment of the Redemption Price to be paid upon a redemption at the option of the Company pursuant to Section 5 of this Security or the Purchase Price or Change of Control Purchase Price to be paid upon a redemption at the option of the Holder pursuant to Section 6 of this Security, whether or not such payment shall be prohibited by the subordination provisions of the Indenture; failure by the Company for 90 days after certain notice to it to comply with any of its other covenants or agreements in the Indenture; the Company defaults in the payment when due, including any applicable grace period, in respect of indebtedness for borrowed money of the Company, which payment is in an amount in excess of $20,000,000, or the Company defaults with respect to any indebtedness for borrowed money of the Company, which default results in acceleration of any such indebtedness which is in an amount of in excess of $20,000,000; and certain events of bankruptcy, insolvency or reorganization with respect to the Company or any of its Significant Subsidiaries. If an Event of Default occurs and is

10

continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare the principal of and accrued and unpaid interest on the Securities to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being immediately due and payable upon the occurrence of such Events of Default, subject to applicable laws.

Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or premium, if any, or interest) if it determines in good faith that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

12. TRUSTEE DEALINGS WITH COMPANY

The Trustee and any agent under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee or agent.

13. NO RECOURSE AGAINST OTHERS

A director, officer, employee or stockholder, as such, of the Company shall have no liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

14. AUTHENTICATION

This Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent on the face hereof.

15. ABBREVIATIONS

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as but not limited to: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

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16. CUSIP NUMBERS

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption.

17. GOVERNING LAW

The laws of the State of New York shall govern the Indenture and the Securities without giving effect to such state’s conflicts of law principles.

18. REGISTRATION RIGHTS

The Holders of the Securities are entitled to the benefits of a Registration Rights Agreement, dated as of July 8, 2003, among the Company and Credit Suisse First Boston LLC, as initial purchaser, including the receipt of Additional Interest upon a registration default (as defined in such agreement).

THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. IT ALSO WILL FURNISH THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO: CABLE DESIGN TECHNOLOGIES CORPORATION, FOSTER PLAZA 7, 661 ANDERSEN DRIVE, PITTSBURGH, PA 15220, ATTENTION: CHARLES B. FROMM, VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY.

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CONVERSION NOTICE

To: Cable Design Technologies Corporation

The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or the portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Cable Design Technologies Corporation Common Stock in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

To convert this Security into Cable Design Technologies Corporation Common Stock of the Company, check the box:

To convert only part of this Security, state the amount (must be $1,000 or any whole multiple thereof): $                .

If you want the stock certificate made out in another Person’s name, fill in the form below:

(Insert other Person’s social security or tax identification number)

(Print or type other Person’s name, address and zip code)

Date:	Your signature:
		(Sign exactly as your name appears on the face of this Security)
	Signature Guaranteed:

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ASSIGNMENT FORM

To assign this Security or, in the event of conversion, shares of Cable Design Technologies Corporation Common Stock, fill in the form below:

I or we assign and transfer this Security or,              shares of Cable Design Technologies Corporation Common Stock, to

(Insert assignee’s social security or tax identification number)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                      agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date:	Your signature:
		(Sign exactly as your name appears on the face of this Security)
	Signature Guaranteed:

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SCHEDULE OF EXCHANGES OF SECURITIES

The following exchanges, redemptions, repurchases or conversions of a part of this Global Security have been made:

Principal Amount of
this Global Security
Following Such
Decrease Date of
Exchange (or
Increase) Authorized Signatory
of Securities
Custodian Amount of
Decrease in
Principal
Amount of
this Global
Security Amount of
Increase in
Principal
Amount of
this Global
Security

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CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION

OR TRANSFER OF TRANSFER RESTRICTED SECURITIES

Re: 4.00% Convertible Subordinated Debentures due July 15, 2023 (the “Securities”) of Cable Design Technologies Corporation.

This certificate relates to $             principal amount of Securities owned in (check applicable box)

book-entry or definitive form by              (the “Transferor”).

The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities.

In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2 of the Indenture dated as of July 8, 2003 between Cable Design Technologies Corporation and U.S. Bank National Association (the “Indenture”), and the transfer of such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box) or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box):

Such Security is being transferred pursuant to an effective registration statement under the Securities Act.

Such Security is being acquired for the Transferor’s own account, without transfer.

Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture).

Such Security is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer”, in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A.

Such Security is being transferred to a non-U.S. person in an offshore transaction in accordance with Rule 903 and Rule 904 under the Securities Act.

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Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act.

Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a “restricted security” within the meaning of Rule 144 under the Securities Act.

The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a global Security which is a “restricted security” within the meaning of Rule 144 under the Securities Act, then such transfer can only be made (a) pursuant to Rule 144A under the Securities Act and such transferee must be a “qualified institutional buyer” (as defined in Rule 144A) or (b) to a non-U.S. person in an offshore transaction in accordance with Rule 903 and Rule 904 under the Securities Act..

Date:
	(Insert Name of Transferor)

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EX-4.4

Exhibit 4.4

$110,000,000

CABLE DESIGN TECHNOLOGIES CORPORATION

4.00% Convertible Subordinated Debentures due July 15, 2023

REGISTRATION RIGHTS AGREEMENT

July 8, 2003

Credit Suisse First Boston LLC

c/o Credit Suisse First Boston LLC

       Eleven Madison Avenue

       New York, New York 10010-3629

Dear Sirs:

Cable Design Technologies Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC (the “Initial Purchaser”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $110,000,000 aggregate principal amount of its 4.00% Convertible Subordinated Debentures due July 15, 2023 (the “Initial Securities”). The Initial Securities will be convertible into shares of common stock, par value $.01 per share, of the Company (the “Common Stock”) at the conversion price set forth in the Offering Circular dated July 1, 2003. The Initial Securities will be issued pursuant to an Indenture, dated as of July 8, 2003 (the “Indenture”), among the Company and U.S. Bank N.A., as trustee (the “Trustee”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of (i) the Initial Purchaser and (ii) the holders of the Initial Securities and the Common Stock issuable upon conversion of the Initial Securities (collectively, the “Securities”) from time to time until such time as such Securities have been sold pursuant to a Shelf Registration Statement (as defined below) (each of the forgoing a “Holder” and collectively the “Holders”), as follows:

1. Shelf Registration. (a) The Company shall, at its cost, prepare and, use its reasonable efforts to file within 150 days after the Closing Date, (as defined in the Purchase Agreement) with the Securities and Exchange Commission (the “Commission”) and thereafter use its reasonable efforts to cause to be declared effective no later than 240 days after the Closing Date a registration statement on Form S-3 (the “Shelf Registration Statement” relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. In order to have Securities included in the Shelf Registration Statement, the Holder thereof shall deliver to the to the Company a properly-completed and signed Selling Securityholder Notice and Questionnaire in the form attached as Annex A to the Offering Circular, dated as of July 1, 2003, relating to the Initial Securities.

(b) The Company shall use its reasonable efforts to keep the Shelf Registration Statement effective in order to permit the prospectus included therein (the “Prospectus”) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant

1

to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or transferred pursuant to Rule 144 or otherwise transferred in a manner that results in such securities not being subject to transfer restrictions under the Securities Act and the absence of a need for a restrictive legend regarding registration under the Securities Act, or (ii) in the opinion of our counsel, are no longer restricted securities (as defined in Rule 144(k) under the Securities Act, or any successor rule thereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).

(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall use its reasonable efforts to cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

2. Registration Procedures. In connection with the Shelf Registration contemplated by Section 1 hereof, the following provisions shall apply:

(a) The Company shall (i) furnish to the Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Shelf Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that the Initial Purchaser (with respect to any portion of the unsold allotment from the original offering) is participating in the Shelf Registration Statement, shall use its reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as the Initial Purchaser reasonably may propose; and (ii) give notice to each Holder of the Company’s intention to file the Shelf Registration Statement and include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders.

(b) The Company shall give written notice to the Initial Purchaser and the Holders of the Securities (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made):

(i) when the Shelf Registration Statement or any amendment thereto has been filed with the Commission and when the Shelf Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for amendments or supplements to the Shelf Registration Statement or the prospectus included therein or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose;

(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

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(v) of (A) the occurrence or existence of any pending corporate development with respect to the Company or (B) the happening of any event that requires the Company to make changes in the Shelf Registration Statement or the Prospectus in order that the Shelf Registration Statement or the Prospectus does not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.

If the Company shall be required to suspend the use of the Prospectus pursuant to clauses (ii)-(v) above, the Company shall give notice to the Initial Purchaser and the Holders that the availability of the Shelf Registration Statement is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice, the Initial Purchaser and each Holder agrees not to sell any Transfer Restricted Securities pursuant to the Registration Statement until the Initial Purchaser and such Holder receives copies of the supplemented or amended Prospectus provided for in Section 2(h), or until they are advised in writing by the Company that the Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use its reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clauses (ii), (iii) and (iv) above, as promptly as is practicable, (y) in the case of clause (v)(A) above, as soon as, in the judgment of the Company, public disclosure of such development would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as reasonably practicable thereafter and (z) in the case of clause (v)(B) above, as soon as, in the discretion of the Company, such suspension is no longer appropriate. The periods during which the availability of the Registration Statement and the Prospectus is suspended (each a “Deferral Period”) shall, without the Company incurring any obligation to pay Additional Interest pursuant to Sections 5(a) and (b), not exceed forty-five (45) days in the aggregate in any three (3) month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period.

(c) The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Shelf Registration Statement.

(d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference).

(e) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the Prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(f) Prior to any public offering of the Securities pursuant to the Shelf Registration Statement, the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.

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(g) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to the Shelf Registration Statement.

(h) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 2(b) above during the period for which the Company is required to maintain an effective Shelf Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Shelf Registration Statement or an amendment or supplement to the Prospectus and any other required document so that, as thereafter delivered to Holders or purchasers of the Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchaser and the Holders in accordance with paragraphs (ii) through (v) of Section 2(b) above to suspend the use of the Prospectus until the requisite changes to the Prospectus have been made, then the Initial Purchaser and the Holders shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 1(b) above shall be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchaser and the Holders shall have received such amended or supplemented prospectus pursuant to this Section 2(h).

(i) Not later than the effective date of the Shelf Registration Statement, the Company will provide CUSIP numbers for the Initial Securities and the Common Stock registered under the Shelf Registration Statement, and provide the Trustee with printed certificates for the Initial Securities, in a form eligible for deposit with The Depository Trust Company.

(j) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Shelf Registration Statement, which statement shall cover such 12-month period.

(k) Within the time period provided for the effectiveness of the Shelf Registration Statement, the Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, (the “Trust Indenture Act”) in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(l) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

(m) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other actions, if any, as any Holder shall reasonably request in order to facilitate the disposition of the Securities pursuant to the Shelf Registration Statement.

(n) The Company shall (i) make reasonably available for inspection by the Holders, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders or any such underwriter, all relevant financial and other

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records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchaser by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 3 hereof.

(o) The Company, if requested by any Holder of Securities covered by the Shelf Registration Statement, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof, and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good standing of the Company and its subsidiaries; the qualification of the Company to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 2(m) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the Securities; the absence of material legal or governmental proceedings involving the Company and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the Securities, or any agreement of the type referred to in Section 2(m) hereof; the compliance as to form of the Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and, as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from the Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act of 1934, as amended (the “Exchange Act”)); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the Securities and (iii) its independent public accountants to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

(p) The Company will use its best efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by the Shelf Registration Statement, or by the managing underwriters, if any.

(q) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of Securities Dealers, Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Shelf Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering

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contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

3. Registration Expenses. (a) All expenses incident to the Company’s performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation;

(i) all registration and filing fees and expenses;

(ii) all fees and expenses of compliance with federal securities and state “blue sky” or securities laws;

(iii) all expenses of printing (including printing certificates for the Securities to be issued and printing of Prospectuses), messenger and delivery services and telephone;

(iv) all fees and disbursements of counsel for the Company;

(v) all application and filing fees in connection with listing the Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and

(vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company.

(b) In connection with the Shelf Registration Statement required by this Agreement, the Company will reimburse the Initial Purchasers and the Holders of Securities covered by the Shelf Registration Statement, for the reasonable fees and disbursements of not more than one counsel, designated by the Holders of a majority in principal amount of the Securities covered by the Shelf Registration Statement (provided that Holders of Common Stock issued upon the conversion of the Initial Securities shall be deemed to be Holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted) to act as counsel for the Holders in connection therewith.

4. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder and each person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act (each Holder, and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or prospectus including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus relating to the Shelf Registration Statement, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such

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loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from, the Shelf Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to the Shelf Registration Statement in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to the Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.

(b) Each Holder, severally and not jointly, will indemnify and hold harmless the Company, its officers and directors and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to the Shelf Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth in this paragraph (b), shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons.

(c) Promptly after receipt by an indemnified party under this Section 4 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 4, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 4 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any

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settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 4 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 4(d), the Holders shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to the Shelf Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company.

(e) The agreements contained in this Section 4 shall survive the sale of the Securities pursuant to the Shelf Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

5. Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below being herein called a “Registration Default”):

(i) the Shelf Registration Statement has not been filed with the Commission on or prior to the 150th day after the Closing Date;

(ii) the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 240th day after the Closing Date; or

(iii) the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf Registration Statement thereafter ceases to be effective or (B) the Shelf Registration Statement or the Prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below), in each case during the periods specified herein because either (1) any event occurs as a result of which the Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact

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necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission.

Additional Interest shall accrue on the principal amount of outstanding Initial Securities or, upon conversion of the Initial Securities, on the Common Stock outstanding shares of (based on the principal amount of the debentures converted into such shares) from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum (the “Additional Interest Rate”). Notwithstanding the foregoing, no Additional Interest shall accrue or be payable as to any Initial Securities or Common Stock from and after the earlier of (x) the date such Securities are no longer Transfer Restricted Securities and (y) the expiration of the Shelf Registration Period.

(b) A Registration Default referred to in Section 5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to the Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement the Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereof; provided, however, that in any case, if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.

(c) Any amounts of Additional Interest due pursuant to Section 5(a) will be payable in cash on the regular interest payment dates with respect to the Initial Securities (provided that Holders of Common Stock issued upon the conversion of the Initial Securities shall be deemed to be Holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

(d) “Transfer Restricted Securities” means each Security until (i) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (ii) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.

6. Rules 144 and 144A. The Company shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this

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Agreement to prospective purchasers of Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 6 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

7. Underwritten Registrations. Holders of at least 33 1/3% in aggregate principal amount of the then outstanding Transfer Restricted Securities may elect to have one underwritten offering of the Transfer Restricted Securities. If any of the Transfer Restricted Securities covered by the Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering, provided that such Managing Underwriters shall be reasonably acceptable to the Company. For purposes of this paragraph, when determining the specified percentage of approval of the aggregate principal amount of Transfer Restricted Securities, the holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted.

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. Miscellaneous.

(a) Remedies. The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Section 1 hereof may result in material irreparable injury to the Initial Purchaser or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchaser or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Sections 1 hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents (provided that holders of Common Stock issued upon conversion of Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). Without the consent of the Holder of each Initial Security, however, no modification may change the provisions relating to the payment of Additional Interest.

(d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:

(1) if to a Holder of the Securities, at the most current address given by such Holder to the Company.

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(2) if to the Initial Purchaser;

Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-8278

Attention: Transactions Advisory Group

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, NY 10036

Fax No.: (212) 735-2000

Attention: Mark C. Smith, Esq.

(3) if to the Company, at its address as follows:

Cable Design Technologies Corporation

Foster Plaza 7

661 Anderson Drive

Pittsburgh, PA 15220

Fax No.: (412) 937-9690

Attention: Charles B. Fromm, Vice President, General Counsel and Secretary

with a copy to:

Kirkland & Ellis LLP

Citigroup Center

153 East 53^rd Street

New York, NY 10022

Fax No.: (212) 446-4900

Attention: Lance C. Balk

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

(e) Third Party Beneficiaries. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.

(f) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns.

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

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(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of any federal or state court in the State of New York.

(j) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchaser and the Company in accordance with its terms.

Very truly yours,
Cable Design Technologies Corporation
By:
	Name: Title:

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.
CREDIT SUISSE FIRST BOSTON LLC
By:
	Name: Title:

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EX-4.5

Exhibit 4.5

$110,000,000

Cable Design Technologies Corporation

4.00% Convertible Subordinated Debentures due July 15, 2023

PURCHASE AGREEMENT

July 1, 2003

CREDIT SUISSE FIRST BOSTON LLC,

      Eleven Madison Avenue,

      New York, N.Y. 10010-3629

Dear Sirs:

1. Introductory. Cable Design Technologies Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston LLC, as initial purchaser (the “Purchaser”) U.S. $110,000,000 principal amount of its 4.00% Convertible Subordinated Debentures due July 15, 2023 (the “Offered Securities”) to be issued under an indenture, dated as of July 8, 2003 (the “Indenture”), between the Company and U.S. Bank N.A., as Trustee. The United States Securities Act of 1933 is herein referred to as the “Securities Act.”

The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Company and the Purchaser (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities Exchange Commission (the “Commission”) registering the resale by such holders of the Offered Securities and the Underlying Shares, as hereinafter defined, under the Securities Act; provided that, in order to receive such benefits, the holders of Offered Securities must comply with the procedures set forth in the Registration Rights Agreement.

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The Company hereby agrees with the Purchaser as follows:

2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Purchaser that:

(a) A preliminary offering circular and an offering circular relating to the Offered Securities to be offered by the Company have been prepared by the Company. Such preliminary offering circular (the “Preliminary Offering Circular”) and offering circular (the “Offering Circular”), as supplemented as of the date of this Agreement, including the information specifically incorporated by reference therein, are hereinafter collectively referred to as the “Offering Document”. On the date of this Agreement, the Offering Document does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Company by Credit Suisse First Boston LLC (“CSFB”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. Except as disclosed in the Offering Document, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the Commission and all subsequent reports (collectively, the “Exchange Act Reports”) which have been filed by the Company with the Commission or sent to stockholders pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

(b) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Document; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where failure to do so would not have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

(c) Each subsidiary of the Company has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Document; and each subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where failure to do so would not have a Material Adverse Effect; all of the issued and

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outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and, except as set forth in Schedule 2(c), the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects.

(d) The Indenture has been duly authorized; the Offered Securities have been duly authorized; and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date (as defined below), the Indenture will have been duly executed and delivered, such Offered Securities will have been duly executed, authenticated, issued and delivered and will conform in all material respects to the description thereof contained in the Offering Document and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(e) When the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, such Offered Securities will be convertible into the shares of common stock (“Underlying Shares”) of the Company in accordance with the terms of the Indenture; the Underlying Shares initially issuable upon conversion of such Offered Securities have been duly authorized and reserved for issuance upon such conversion and, when issued upon such conversion, will be validly issued, fully paid and nonassessable; the outstanding Underlying Shares have been duly authorized and validly issued, are fully paid and nonassessable and conform to the description thereof contained in the Offering Document; and the stockholders of the Company have no preemptive rights with respect to the Offered Securities or the Underlying Shares.

(f) Except as disclosed in the Offering Document, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Purchaser for a brokerage commission, finder’s fee or other like payment.

(g) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement and the Registration Rights Agreement in connection with the issuance and sale of the Offered Securities by the Company except for the order of the Commission declaring the Shelf Registration Statement (as defined in the Registration Rights Agreement) effective.

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(h) The execution, delivery and performance of the Indenture, this Agreement, the Registration Rights Agreement, and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any material agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws of the Company or any such subsidiary, and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement.

(i) This Agreement, and the Registration Rights Agreement, have been duly authorized, executed and delivered by the Company.

(j) Except as disclosed in the Offering Document, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Offering Document, the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them.

(k) The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(l) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect.

(m) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with

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respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(n) Except as disclosed in the Offering Document, to the Knowledge of the Company, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(o) Except as disclosed in the Offering Document, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under the Indenture, this Agreement, the Registration Rights Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are, to the Company’s knowledge, threatened or contemplated.

(p) The financial statements included in the Offering Document present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and, except as otherwise disclosed in the Offering Document, such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis.

(q) Except as disclosed in the Offering Document, since the date of the latest audited financial statements included in the Offering Document there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Offering Document, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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(r) The Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and files reports with the Commission on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.

(s) The Company is not an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940 (the “Investment Company Act”); and the Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Offering Document, will not be an “investment company” as defined in the Investment Company Act.

(t) No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Offered Securities are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

(u) Assuming the truth of the representations and warranties and compliance with the covenants in Section 4 of this Agreement, the offer and sale of the Offered Securities in the manner contemplated by this Agreement will be exempt from the registration requirements of the Securities Act by reason of Section 4(2) thereof and Regulation S thereunder; and it is not necessary to qualify an indenture in respect of the Offered Securities under the United States Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

(v) Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf (i) has, within the six-month period prior to the date hereof, offered or sold in the United States or to any U.S. person (as such terms are defined in Regulation S under the Securities Act) the Offered Securities or any security of the same class or series as the Offered Securities or (ii) has offered or will offer or sell the Offered Securities (A) in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or (B) with respect to any such securities sold in reliance on Rule 903 of Regulation S (“Regulation S”) under the Securities Act, by means of any directed selling efforts within the meaning of Rule 902(c) of Regulation S. The Company, its affiliates and any person acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S. The Company has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities except for this Agreement.

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3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, at a purchase price of 97.0% of the principal amount thereof plus accrued interest from July 8, 2003 to the Closing Date (as hereinafter defined), U.S. $110,000,000 principal amount of the Offered Securities.

The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global Securities in definitive form (the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank designated by the Company and reasonably acceptable to CSFB at the office of Skadden, Arps, Slate, Meagher & Flom LLP at 10:00 A.M. (New York time), on July 8, 2003 or at such other time not later than seven full business days thereafter as CSFB and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date.

4. Representations by Purchaser; Resale by Purchaser. (a) The Purchaser represents and warrants to the Company that it is an “accredited investor” within the meaning of Regulation D under the Securities Act.

(b) The Purchaser acknowledges that the Offered Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. The Purchaser represents and agrees that it has offered and sold the Offered Securities, and will offer and sell the Offered Securities only in accordance with Rule 903 or Rule 144A under the Securities Act (“Rule 144A”). Accordingly, neither the Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Offered Securities, and the Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S and Rule 144A.

(c) The Purchaser agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities except with the prior written consent of the Company.

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(d) The Purchaser agrees that it and each of its affiliates will not offer or sell the Offered Securities in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act, including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. The Purchaser agrees, with respect to resales made in reliance on Rule 144A of any of the Offered Securities, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Offered Securities has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

(e) The Purchaser represents and agrees that (i) it has not offered or sold and prior to the expiry of a period of six months from the Closing Date, will not offer or sell any Offered Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Offered Securities in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom.

5. Certain Agreements of the Company. The Company agrees with the Purchaser that:

(a) The Company will advise CSFB promptly of any proposal to amend or supplement the Offering Document and will not effect such amendment or supplementation without CSFB’s consent, such consent not to be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the Purchaser, any event occurs as a result of which the Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company promptly will notify CSFB of such event and

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promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither CSFB’s consent to, nor its delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.

(b) The Company will furnish CSFB copies of any preliminary offering circular, the Offering Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB reasonably requests, and the Company will furnish to CSFB on the date hereof three copies of the Offering Document signed by a duly authorized officer of the Company, one of which will include the independent accountants’ reports therein manually signed by such independent accountants. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will promptly furnish or cause to be furnished to CSFB and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Company will pay the expenses of printing and distributing to the Purchaser all such documents.

(c) The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFB designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchaser, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state.

(d) During the period of two years after the Closing Date, the Company will, upon request, furnish to the Purchaser and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities.

(e) During the period of two years after the Closing Date, the Company will not resell, and will use its reasonable best efforts to prevent any of its affiliates (as defined in Rule 144 under the Securities Act) from reselling, any of the Offered Securities that have been reacquired by any of them.

(f) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

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(g) The Company will pay all of its own expenses incidental to the performance of its obligations under this Agreement, the Indenture, and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all of its expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Registration Rights Agreement, the Offered Securities, the Indenture, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and as applicable, the Exchange Securities; (iii) the cost of listing the Offered Securities and qualifying the Offered Securities for trading in The Portal^SM Market (“PORTAL”) and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities. (v) any expenses (including reasonable fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB designates and the printing of memoranda relating thereto, (vi) for any fees charged by investment rating agencies for the rating of the Securities, and (vii) for expenses incurred in distributing the Offering Document (including any amendments and supplements thereto) to the Purchaser.

(h) In connection with the offering, until CSFB shall have notified the Company of the completion of the resale of the Offered Securities, neither the Company nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities; provided, however, that notwithstanding the foregoing, the Company may repurchase shares of its Common Stock as described in the “Use of Proceeds” section of the Offering Document.

(i) For a period of 90 days after the date of the initial offering of the Offered Securities by the Purchaser, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue or any shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company or warrants or other rights to purchase shares of Common Stock of the Company, or

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publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFB, except (i) issuances of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (ii) grants of employee or director stock options pursuant to the terms of a plan in effect on the date hereof, (iii) issuances of Common Stock pursuant to the exercise of such options or issuances of Common Stock pursuant to the Company’s dividend reinvestment plan or (iv) issuances of restricted common stock to employees or directors consistent with practice, provided that such employees or directors will be prohibited from reselling such restricted stock for a period of 90 days after the date of the initial offering of the Offered Securities by the Purchaser. The Company will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

6. Conditions of the Obligation of the Purchaser. The obligation of the Purchaser to purchase and pay for the Offered Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a) The Purchaser shall have received a letter, dated the date of this Agreement, of Deloitte & Touche, LLP confirming that they are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder (“Rules and Regulations”) and to the effect that:

(i) in their opinion the financial statements examined by them and included in the Offering Document and in the Exchange Act Reports comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published Rules and Regulations;

(ii) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, or Statement of Auditing Standards No. 100, Interim Financial Information, as appropriate, on the unaudited financial statements included in the Offering Document and in the Exchange Act Reports;

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(iii) on the basis of the review referred to in clause (ii) above, a reading of the latest available interim financial statements of the Company, inquiries of officials of the Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that:

(A) the unaudited financial statements included in the Offering Document or in the Exchange Act Reports do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published Rules and Regulations or any material modifications should be made to such unaudited financial statements for them to be in conformity with generally accepted accounting principles;

(B) the unaudited consolidated net sales, net operating income, net income and net income per share amounts for the 9-month periods ended April 30, 2002 and April 30, 2003 included in the Offering Document do not agree with the amounts set forth in the unaudited consolidated financial statements for those same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited statements of income;

(C) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than three business days prior to the date of this Agreement, there was any material change in the total capital stock and additional paid in capital or any material increase in total current liabilities or long-term debt of the Company and its consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net current assets or stockholders’ equity, as compared with amounts shown on the latest balance sheet included in the Offering Document; or

(D) for the period from the closing date of the latest income statement included in the Offering Document to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in consolidated net sales, operating income or in the total or per share amounts of consolidated net income or in the ratio of earnings to fixed charges;

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except in all cases set forth in clauses (C) and (D) above for changes, increases or decreases which the Offering Document discloses have occurred or may occur or which are described in such letter; and

(iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Offering Document and the Exchange Act Reports (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company’s accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter.

(b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of the Purchaser, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Purchaser, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Purchaser,

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the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities.

(c) The Purchaser shall have received an opinion, dated the Closing Date, of Kirkland & Ellis LLP, (“K&E”) counsel for the Company, that:

(i) Based solely upon K&E’s review of the Company Good Standing Certificate and the Subsidiary Good Standing Certificates, the Company and each of the Subsidiaries is a corporation existing and in good standing under the General Corporation Law of the State of Delaware.

(ii) The Company and each of the Subsidiaries has the corporate power to own and lease its properties and to conduct its business as described in the Offering Circular and to enter into and perform its obligations under the Transaction Documents.

(iii) The Company has duly authorized, executed and delivered each of the Transaction Documents.

(iv) The Indenture is a valid and binding obligation of the Company and (assuming the due authorization, execution and delivery thereof by the other parties thereto) is enforceable against the Company in accordance with its terms.

(v) The Offered Securities have been duly authorized, executed and delivered and when paid for by the Initial Purchaser in accordance with the terms of the Purchase Agreement (assuming the due authentication and delivery of the Offered Securities by the Trustee in accordance with the Indenture), the Offered Securities will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and be entitled to the benefits of the Indenture.

(vi) The statements in the Offering Circular under the headings “Description of Capital Stock” and “Description of the Debentures” insofar as such statements purport to summarize certain provisions of the documents referred to therein and subject to the limitations contained in such statements, provide a fair and accurate summary of such provisions in all material respects.

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(vii) The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or violation of any of, (i) the Organizational Documents, (ii) any Applicable Law, or (iii) the terms or provisions of any Specified Contract (provided that we express no opinion with respect to any financial test with respect to any cross-default provision in any Specified Contract with respect to a default in a contract other than a Specified Contract).

(viii) No consent, waiver, approval, authorization or order of any court or governmental authority is required for the issuance and sale by the Company of the Offered Securities to the Initial Purchaser or the consummation by the Company of the other transactions contemplated by the Transaction Documents, except such as may be required under the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act of 1934, as amended (the “Exchange Act”), the Trust Indenture Act of 1939, as amended (the “TIA”), the securities or blue sky laws of the various states (and the rules and regulations thereunder), and authority that may be applicable to the Company by virtue of the nature of its business, as to which K&E express no opinion in this paragraph.

(ix) To K&E’s knowledge, no legal or governmental proceedings are pending to which the Company is a party or to which the property or assets of the Company is subject which seek to restrain, enjoin or prevent the consummation of or otherwise challenge the issuance or sale of the Offered Securities to be sold to the Initial Purchaser or the consummation of the other transactions contemplated by the Purchase Agreement.

(x) Assuming (i) the accuracy of the representations and warranties of the Company set forth in Section 2 of the Purchase Agreement and of the Purchaser set forth in Section 4 of the Purchase Agreement, (ii) the due performance of the Company of the covenants and agreements set forth in Sections 5 of the Purchase Agreement and of the Purchaser set forth in Section 4 of the Purchase Agreement, (iii) Purchaser’s compliance with the offering and transfer procedures and restrictions described in the Offering Circular, (iv) the accuracy of the representations and warranties made to the Purchaser in accordance with the Purchase Agreement and the Offering Circular by the purchasers to whom the Purchaser initially resell the Offered Securities, and (v) that purchasers to whom the Purchaser initially resell the Offered Securities

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receive a copy of the Offering Circular, the offer, sale and delivery of the Offered Securities to the Purchaser in the manner contemplated by the Purchase Agreement and the Offering Circular and the initial resale of the Offered Securities by the Purchaser in the manner contemplated by the Purchase Agreement and Offering Circular do not require registration under the Securities Act and the Indenture is not required to be qualified under the TIA, it being understood that K&E does not express any opinion as to any subsequent resale of any Offered Security.

(xi) The Offered Securities delivered on the date hereof are convertible into Common Stock of the Company in accordance with the terms of the Indenture. The shares of Common Stock of the Company initially issuable upon conversion of the Offered Securities pursuant to the Indenture (the “Conversion Shares”) have been duly authorized and reserved for issuance by all necessary corporate action and, when issued upon conversion of the Offered Securities in accordance with the terms of the Indenture, will be validly issued, fully paid and nonassessable and free and clear of any preemptive rights or any similar rights arising under any Applicable Law, the Organizational Documents or any Specified Contract.

(xii) The Company is not, or immediately after the sale of the Offered Securities to the Initial Purchaser and application of the net proceeds therefrom as described in the Offering Circular under the caption “Use of Proceeds” will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(xiii) Based upon K&E’s participation in the conferences and its document review identified in its opinion, K&E’s understanding of applicable law and the experience K&E has gained in its practice thereunder and relying as to materiality to a large extent upon the opinions and statements of officers of the Company, K&E can advise the Initial Purchaser that nothing has come to K&E’s attention that has caused it to conclude that the Offering Circular, as of its date and the date hereof, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Capitalized terms used in this Section 6(c) shall have the meanings ascribed to such terms in the opinion provided by K&E dated as of the Closing Date.

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(d) The Purchaser shall have received from Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Purchaser, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company, the validity of the Offered Securities, the Offering Circular, the exemption from registration for the offer and sale of the Offered Securities by the Company to the Purchaser and the resales by the Purchaser as contemplated hereby and other related matters as CSFB may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(e) The Purchaser shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements in the Offering Document there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in the Offering Document or as described in such certificate.

(f) The Purchaser shall have received a letter, dated the Closing Date, of Deloitte & Touche, LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection.

(g) On or prior to the Closing Date, the Purchaser shall have received lockup letters from each of the executive officers and directors of the Company in the form attached hereto as Schedule 6(g).

(h) The Purchaser shall have received a letter, dated the Closing Date, from William Cann, Vice President and Chief Financial Officer of the Company, certifying certain information contained in the Offering Documents related to the Company’s fiscal year ended July 31, 2001.

The Company will furnish the Purchaser with such conformed copies of such opinions, certificates, letters and documents as the Purchaser reasonably request. CSFB may in its sole discretion waive compliance with any conditions to the obligations of the Company hereunder.

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7. Indemnification and Contribution. (a) The Company will indemnify and hold harmless the Purchaser, its officers, partners, members, directors and each person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Purchaser may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Offering Document, or any amendment or supplement thereto, or any related preliminary offering circular, or the Exchange Act Reports, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, including any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement, and will reimburse the Purchaser for any legal or other expenses reasonably incurred by the Purchaser in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by the Purchaser specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) below.

(b) The Purchaser will indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Offering Document, or any amendment or supplement thereto, or any related preliminary offering circular, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Purchaser specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by the Purchaser consists of the following information in the Offering Document: under the caption “Plan of Distribution”: (a) paragraph 3; (b) the third and fourth sentences of the paragraph 8; and (c) paragraph 9; provided, however, that the Purchaser shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

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(c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes (i) an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Purchaser on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Purchaser on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Purchaser on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total discounts and commissions received by the Purchaser from the Company under

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this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Purchaser and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), the Purchaser shall not be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities purchased by it were resold exceeds the amount of any damages which the Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

(e) The obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Purchaser within the meaning of the Securities Act or the Exchange Act; and the obligations of the Purchaser under this Section shall be in addition to any liability which the Purchaser may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act.

8. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If for any reason the purchase of the Offered Securities by the Purchaser is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Purchaser pursuant to Section 7 shall remain in effect and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Purchaser is not consummated for any reason other than solely because of the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 6(b), the Company will reimburse the Purchaser for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Offered Securities.

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9. Notices. All communications hereunder will be in writing and, if sent to the Purchaser will be mailed, delivered or telegraphed and confirmed to the Purchaser at Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Transactions Advisory Group, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Foster Plaza 7, 661 Anderson Drive, Pittsburgh, PA 15220, Attention: Charles B. Fromm, Vice President, General Counsel and Secretary.

10. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the controlling persons referred to in Section 7, and no other person will have any right or obligation hereunder, except that holders of Offered Securities shall be entitled to enforce the agreements for their benefit contained in the second and third sentences of Section 5(b) hereof against the Company as if such holders were parties thereto.

11. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

12. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws.

The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

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If the foregoing is in accordance with the Purchaser’s understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the Purchaser in accordance with its terms.

Very truly yours,

Cable Design Technologies Corporation

By

The foregoing Purchase Agreement

      is hereby confirmed and accepted

      as of the date first above written.

CREDIT SUISSE FIRST BOSTON LLC
	By

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SCHEDULE 2(c)

The securities of the Company’s subsidiaries are pledged pursuant to the (i) Credit Agreement dated December 17, 2001, among the Company, Fleet National Bank, Fleet National Bank, London Branch, Fleet Bank Europe Limited, and other lenders party thereto; and (ii) Credit Agreement dated December 17, 2001, among Nordx/CDT, Inc., the Company and BNP Paribas (Canada).

SCHEDULE 6(g)

FORM OF LOCKUP

                , 2003

Cable Design Technologies Corporation

Foster Plaza 7

661 Anderson Drive

Pittsburgh, PA 15220

Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Dear Sirs:

As an inducement to the Purchaser to execute the Purchase Agreement, pursuant to which an offering will be made that is intended to result in an orderly market for 4.00 % Convertible Subordinated Debentures due July 15, 2023 (the “Offered Securities”) of Cable Design Technologies Corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that from the date hereof and until 90 days after the offering date set forth on the final offering circular used to sell the Offered Securities (the “Offering Date”) pursuant to the Purchase Agreement, to which you are or expect to become parties, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of the common stock, par value $0.01 per share, of the Company (the “Securities”) or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse First Boston LLC. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse First Boston LLC, it will not, during the period commencing on the date hereof and ending 90 days after the Offering Date, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities.

Any Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Agreement. A transfer of Securities to a family member or trust may be made, provided the transferee agrees to be bound in writing by the terms of this Agreement.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Agreement

This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Offering Date shall not have occurred on or before July 31, 2003.

Very truly yours,

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EX-14.1

Exhibit 14.1

CABLE DESIGN TECHNOLOGIES

CODE OF BUSINESS CONDUCT & ETHICS

This Code of Business Conduct & Ethics applies to Cable Design Technologies Corporation, its controlled subsidiaries and their divisions (CDT). It also applies to the directors, officers, employees and agents of these entities. Anyone who violates the Code will be acting outside the scope of his or her engagement or employment and will be subject to disciplinary action.

This Code of Business Conduct & Ethics highlights several specific policies and laws; the examples included do not represent every instance where a policy or the law applies. But we do expect you to comply with the Code, to be generally aware of certain laws and regulations and to recognize sensitive issues. Most importantly, we expect you to seek advice when necessary. Remember, it is always better to ask first so problems can be avoided later.

The Code is based on the following general principles:

1. Compliance with the Law

CDT and its employees will abide by the letter and the spirit of all applicable laws and regulations, and will act in such a manner that the full disclosure of all facts related to any activity will always reflect favorably upon CDT.

2. Adherence to High Ethical Standards

CDT and its employees will adhere to high ethical standards of conduct in all business activities, and will act in a manner that enhances CDT’s standing as a vigorous and ethical competitor within the business community.

3. Responsible Business Citizenship

CDT and its employees will act as responsible citizens in the communities where CDT does business.

The specific issues discussed in this booklet do not cover all situations where a law or company policy may apply. However, they should help you better understand the general principles stated above

TABLE OF CONTENTS

ANTITRUST	1
BRIBERY AND KICKBACKS	1
CERTIFICATIONS AND DISCLOSURES	1
CONFIDENTIALITY OF CORPORATE INFORMATION	1
COMPLIANCE WITH COPYRIGHT LAWS	2
COMPETITIVE INFORMATION	2
CONFLICT OF INTEREST	2
CORPORATE PROPERTY	2
E-MAIL AND VOICE MAIL	3
ENVIRONMENT, HEALTH AND SAFETY	3
EXPORT CONTROL LAWS	4
EXTERNAL COMMUNICATIONS	4
FINANCIAL RECORDS AND CONTROLS	4
GIFTS AND ENTERTAINMENT	5
HUMAN RESOURCES	5
INSIDER INFORMATION AND SECURITIES TRADING	5
POLITICAL CONTRIBUTIONS	6
QUALITY AND TESTING	6
SUBSTANCE ABUSE	6
DISCIPLINE	6
REPORTING UNLAWFUL OR UNETHICAL ACTIVITIES	6
AMENDMENTS AND SUPPLEMENTS	7

ANTITRUST

Antitrust laws are designed to preserve and foster fair and honest competition within the free enterprise system. CDT’s policy requires full compliance with the letter and spirit of all U.S. and foreign antitrust laws.

CDT prohibits:

• making agreements or reaching understandings with competitors to set minimum or maximum prices or any term of sale affecting price; to allocate customers, products, services, or territories; or to set the supply or production levels for any product or service;

• making agreements or reaching understandings with competitors not to deal with any customer, supplier, or competitor, or any group of customers, suppliers or competitors; and

• dictating the resale prices of CDT products or services offered by independent distributors or other resellers.

There are other activities that might also violate U.S. or foreign antitrust laws, such as certain refusals to do business, certain exclusive dealing arrangements, significant differences in prices or terms offered to similar customers and charging below-cost prices.

Because this area of the law is complex, and the penalties for violation are significant, if you have any questions about a specific business activity consult with your supervisor or CDT’s General Counsel.

BRIBERY AND KICKBACKS

You may not give anything of value, directly or indirectly, to any customer or potential customer, supplier or potential supplier as an inducement to obtain business or favorable treatment or, in the case of public officials, as an inducement to have a law or regulation enacted, defeated or violated, for the award of business or a contract or for any other purpose. In addition, you may not engage or permit any agent or other person to perform any of the foregoing.

Similarly, you may not accept anything of value in return for favorable treatment from customers, suppliers or potential suppliers, either for you or others. All contacts and dealings with customers and suppliers shall be conducted so as to avoid even the appearance of impropriety or violation of any applicable law or regulation, or this Code of Business Conduct.

CERTIFICATIONS AND DISCLOSURES

Employees are routinely required to certify that, to the best of their knowledge and belief, CDT or our products are in compliance with the law, specifications or other requirements. Some common certifications include: certifications of environmental, safety, and health matters; certifications to the federal government; applicable testing requirements have been met; and product quality certifications required by customers or regulatory agencies. If your job requires completing or signing such certifications, you must be aware of the requirements applicable to such certifications and be sure that such certifications are prepared accurately and completely.

CONFIDENTIALITY OF CORPORATE INFORMATION

One of CDT’s most valuable assets is its body of business information. The widespread use of computer terminals and systems and cellular phones has caused this information to be potentially accessible by many individuals. Failure to adequately protect this corporate information can lead to the loss of highly confidential data that may place CDT at a disadvantage in the marketplace.

As an employee, you are responsible and accountable for the integrity and protection of all business information

(including your electronic mail and voice mail) and you must take steps to protect information that has been entrusted to you. For example, you must not make inappropriate modifications of information or destroy, disfigure or disclose information. Customer lists, property records and other business information, even if compiled from public sources, are CDT property and cannot be taken or used for personal benefit. Company data may not be copied except as reasonably required in furtherance of your duties.

Documents containing sensitive data should be handled carefully during working hours and must be properly secured at the end of the business day. Particular attention must be paid to the security of the data stored on your computer or your operating unit’s computer system. You must maintain the secrecy of your password and lock or otherwise secure the equipment when not in use. If you see people that you do not recognize using computers in your area, immediately report this to your supervisor.

COMPLIANCE WITH COPYRIGHT LAWS

Software should not be installed on more than one computer system (whether at home, in the office or at another location) unless such installation is permitted under the terms of the software license or a proper multiple use license is obtained. Personal software should not be installed on a CDT computer unless (i) the appropriate approval is obtained from your operating unit’s management information system manager and (ii) such software is licensed for such installation (e.g., not copied). Software includes applications for word processing, spreadsheet and financial, as well as games, fonts and screen savers.

Newsletters and other publications should not be copied for internal or external distribution. Either multiple copies should be purchased, the original circulated or the appropriate permission obtained.

COMPLIANCE WITH LAW

You should understand those laws that apply to you in the performance of your job and must always strive to keep your conduct in strict compliance with both the letter and the spirit of such laws.

COMPETITIVE INFORMATION

You should not seek or accept information about competitors or their products or services unless you believe that it is legal both to receive and to use the information. You may not attempt to acquire a competitor’s trade secrets or other proprietary or confidential information through unlawful or unethical means, such as theft, spying or leaks.

CONFLICT OF INTEREST

A conflict of interest exists when there is a conflict between your obligation to CDT and your personal self-interest. You must not engage in any activities, transactions, or relationships that are incompatible with the impartial, objective, and effective performance of your duties. The appearance of a conflict often can be as damaging as an actual conflict. A good general rule is to avoid any action or association that would be embarrassing to you or CDT if it were disclosed to the public.

Generally speaking, you should not provide service or assistance to a competitor or engage in activities that compete with any of CDT’s lines of business. In addition, you should not use company assets for your personal gain. Work you do for the company belongs to the company. You may not exploit for your personal gain inventions, patents, copyrights or other intellectual property rights belonging to the company. If a business opportunity should arise that relates in any way to CDT’s businesses, taking it for your personal gain is similar to misappropriating a corporate asset.

CORPORATE PROPERTY

You should ensure that CDT resources — whether time, material, equipment or information — are only used for legal, ethical and proper purposes that directly benefit CDT. You may not use CDT resources for other purposes or in a way that may embarrass the Company. You should not take, sell, loan, give away or otherwise dispose of corporate property, regardless of its condition or value, unless you have specific and proper authorization. You should immediately report any actual or suspected theft or misuse of corporate property to a supervisor.

E-MAIL AND VOICE MAIL

Electronic mail (e-mail) and voice mail systems are provided exclusively to assist in your conduct of CDT business, and are not for personal use (except on an infrequent and limited basis in conformity with this Code and any other applicable policies).

Messages sent through e-mail and the contents of your computer as well as messages contained on voice mail are the sole property of CDT, and are considered business records of CDT. Accordingly, they may be used in administrative, judicial, or other proceedings. E-mail and voice mail are intended to be used for business purposes only.

Any communications by employees via e-mail or voice mail that may constitute verbal abuse, slander, or defamation or may be considered offensive, harassing, vulgar, obscene, or threatening is prohibited. Offensive content would include but not be limited to sexual comments or images, racial slurs, gender-specific comments, or any comments that would offend someone on the basis of his or her age, race, sex, color, religion, national origin, handicap, disability, or veteran status. The communication, dissemination, or printing of any copyrighted materials in violation of copyright laws is also prohibited. Additionally, downloading, distributing, or sending pornographic or obscene materials is prohibited.

CDT may override any individual passwords and/or codes or require you to disclose any passwords and/or codes to facilitate access by CDT to e-mail or voice mail. CDT retains the right to access your e-mail or voice mail at any time for any reason whatsoever without notice to you. Such reasons include, but are not limited to, to determine and/or prevent personal use of e-mail or voice mail, to assure compliance with CDT policies, to conduct company business, and/or to investigate conduct or behavior that may be illegal or adverse to CDT, other CDT employees or customers. Since the purpose of this policy is to notify you that you are to have no expectation of privacy regarding e-mail or voice mail, notice to you or your permission to access your own e-mail or voice mail by others is not required.

By using the CDT’s e-mail and voice mail, you knowingly and voluntarily consent to your usage of these systems being monitored and acknowledge CDT’s right to conduct such monitoring. Employees should not expect that e-mail or voice mail is confidential or private, and, therefore, you should have no expectation of privacy whatsoever related to your usage of these systems. Even when a message is erased, it is still possible to recreate the message, therefore privacy of messages cannot be ensured to anyone.

ENVIRONMENT, HEALTH AND SAFETY

CDT is committed to protecting and maintaining the quality of the environment and to promoting the health and safety of employees, customers and the communities where we operate. You are expected to support this commitment by:

• operating in full compliance with both the letter and the spirit of environmental, health and safety laws and regulations and company policies;

• consistently implementing all work practices taught in company-sponsored education and training programs to protect the environment and prevent personal injury or property loss;

• actively encouraging care and regard for the environment among fellow employees and in the community;

• immediately reporting any environmental, health or safety problems to supervisors;

• identifying opportunities to improve environmental, health and safety programs and performance;

• being prepared to implement emergency preparedness plans if necessary; and

• developing and implementing waste management programs including resource conservation and waste reduction, recycling, recovery and treatment methods.

Reports of any actual or potential environmental, health or safety problems, or any questions about employees responsibilities or company policies in these areas should be immediately directed to your supervisor, the president/general manager of your operating unit or CDT’s General Counsel.

CDT is committed to making the workplace safe. To help ensure a safe workplace, CDT prohibits some activities. Examples include:

• threatening or violent behavior, or even the suggestion of such behavior, toward others, including co-workers, customers and suppliers;

• possession of firearms, explosives or other weapons anywhere on company property or while conducting company business; and

• willful destruction of company property or property of others.

Any security incidents and crimes involving the company must be reported immediately to a supervisor or the president/general manager of your operating unit.

EXPORT CONTROL LAWS

CDT must comply with all applicable national and multinational export control laws. For example, U.S. export control laws apply to the export and re-export of U.S. goods and technology. Under certain circumstances, these laws prohibit subsidiaries of U.S. companies, including those located outside the United States, from dealing directly or indirectly with particular countries or persons/entities. Proper procedures should be developed to screen out these persons/entities. In addition, no agreement relating to the embargo of any country shall be entered into (or otherwise explicitly or implicitly consented to) without first checking with CDT’s General Counsel as to applicable law.

EXTERNAL COMMUNICATIONS

You should not answer any questions from outside parties relating to CDT’s business activities unless you have been specifically authorized to do so. Any inquiries from industry analysts or reporters must be directed to your supervisor, the president/general manager of your operating unit or CDT’s Director of Investor Relations. Any inquiries from attorney’s, investigators or law enforcement officers that concern CDT’s business activities should be referred to CDT’s General Counsel.

All press releases must be approved by either CDT’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel or Director of Investor Relations.

FINANCIAL RECORDS AND CONTROLS

All CDT financial and accounting records must accurately and properly reflect all financial transactions of the company. Every financial and accounting record, as well as the underlying support data, must accurately describe the transaction without omission, concealment or falsification of information. Intentional accounting misclassifications and improperly accelerating or deferring expenses or revenues would be examples of

unacceptable reporting practices. In no event should any information be concealed from internal or external auditors, operating unit management, CDT corporate financial staff or others who are entitled to such information. Cash disbursements are prohibited except for nominal amounts drawn from established and properly recorded petty cash accounts. All checks will be drawn only to the ultimate payee. No checks may be made payable to cash or bearer. Exceptions can be made to this policy, but only with the prior approval of CDT’s Chief Financial Officer.

GIFTS AND ENTERTAINMENT

You shall not solicit or accept for personal use, or for the use of others, any gift, favor, loan, gratuity, reward, promise of future employment, or any other thing of monetary value that might influence or appear to influence your judgment or conduct in the performance of your job. You can be exempted from the restrictions in this paragraph with respect to specific gifts or events by appropriate corporate approval. If in doubt about whether a gift is appropriate, ask your supervisor or the president/general manager of your operating unit. Except as approved by CDT’s CEO, COO or CFO, entertainment activities (whether sponsored by CDT or another party) shall be customary and normal for the industry, and shall not be of a type that might influence or appear to influence your judgment or conduct in the performance of your job.

HUMAN RESOURCES

CDT recognizes that our greatest strength lies in the talent and the ability of our employees. You are expected to hold yourself accountable to high professional standards, with mutual respect being the basis of all professional relationships. While specific human resources programs and policies may differ by operating unit, overall goals have been established to guide CDT’s activities in employee relations. It is CDT’s policy:

• to provide equal opportunity for all in recruiting, hiring, developing, promoting and compensating without regard to race, religion, color, age, gender, disability, veteran status or national origin; and

• to maintain a professional and safe work environment.

Sexual, racial, ethnic, religious or any other illegal type of harassment has no place in CDT’s work environment. Racial, ethnic and religious harassment includes such conduct as slurs, jokes, intimidation or any other verbal or physical attack upon a person because of race, religion or national origin. Sexual harassment includes unwelcome sexual advances or other verbal or physical conduct of a sexual nature.

Questions or complaints about potential harassment should be directed to your human resource representative or CDT’s General Counsel.

INSIDER INFORMATION AND SECURITIES TRADING

You may not purchase or sell any security issued by CDT while you are in possession of material inside information. In addition, you may not communicate material inside information to any other person.

“Material inside information” is any information concerning or relating to CDT that has not been disclosed to the public and that a reasonable investor would consider important in deciding whether or not to buy or sell any CDT security. Essentially, material information can be described as any information that might be expected to influence the market price of any CDT security. Common examples of information that may constitute material inside information include: dividend and earnings announcements; earnings forecasts or changes therein; significant capital projects; divestments; mergers and acquisitions; proposed issuances of new securities; extraordinary borrowings; new products or technological breakthroughs; impairment or inability to utilize significant assets (e.g., production facilities); unusual gains, losses or changes in material operations; acquisitions or losses of significant contracts; significant increase or decline in orders; significant litigation or investigations, or any significant developments relating thereto; significant shortages or excesses of key materials or supplies; significant changes in management; stock repurchase programs; and significant labor disputes. Information should not deemed “disclosed to the public” unless it is generally available to the public (e.g., through a press release, Securities

Exchange Commission filing, communication to stockholders, etc.). Even after information concerning CDT is publicly released, a reasonable period of time for the information to be disseminated (at least 24 hours) should elapse before trading in CDT securities.

The foregoing policy applies to family members and other individuals living in your household. Compliance by such family members and other individuals is your responsibility.

POLITICAL CONTRIBUTIONS

U.S. Federal and many state and foreign laws prohibit contribution by the company to political parties or candidates. Where prohibited by law, no company funds or other assets are to be contributed or loaned, directly or indirectly, to any political party or for the campaign of any person for political office, or expended in support of or in opposition to such party or person. Where corporate political contributions are legal, such contributions shall be made only with the prior approval of an appropriate CDT corporate officer.

No direct or indirect pressure is to be directed toward employees to make any political contribution or participate in the support of a political party or the political candidacy of any individual.

QUALITY AND TESTING

It is our responsibility as a company to ensure that our products are designed and manufactured to meet the appropriate inspection, test and quality criteria of our customers, and to perform the testing necessary to meet these criteria, and to provide the necessary documentation in support of this testing. The inspection and testing documentation must be complete, accurate and truthful. As employees we are all expected to be aware of and exercise this responsibility as our jobs require.

SUBSTANCE ABUSE

CDT does not condone nor will it tolerate your illegal drug use or abuse of alcohol or other legally controlled substances. To protect the health and welfare of other employees, customers, shareholders and neighbors, CDT has adopted the following practices and procedures (subject to procedures and requirements of any applicable collective bargaining agreements or laws):

• The unlawful manufacture, distribution, dispensing, possession, use, sale or purchase of unauthorized or illegal drugs, contraband (e.g., drug paraphernalia such as pipes ) or substances, or the abuse or misuse of legal drugs or alcohol while on company business or during working hours is prohibited. Any violation is grounds for disciplinary action, including termination.

• Any employee under the influence of drugs or alcohol while on company premises, company business or during working hours is subject to disciplinary action, including termination.

• Unlawful actions by employees that discredit the company involving illegal drugs or contraband, controlled substances or alcohol during non-working hours are grounds for disciplinary action, including termination.

* * * * * * * *

DISCIPLINE

The standards in this Code of Business Conduct & Ethics are important to CDT and must be taken seriously by all employees. Accordingly, violations of these standards will not be tolerated and, in accordance with company regulations, applicable collective bargaining agreements and applicable law, will result in sanctions, including one or more of the following: a warning; a reprimand noted in employee’s permanent personnel record; probation; demotion; temporary suspension; discharge; required counseling; required reimbursement of losses or damages; or referral for criminal prosecution or civil action.

REPORTING UNLAWFUL OR UNETHICAL ACTIVITIES

If you are aware of an unlawful or unethical situation or any transactions or events that violate this Code of Conduct, you can pursue your issue with any higher level of management. In addition, you can contact

CDT’s General Counsel: Charles Fromm, (847) 230-1900, Cable Design Technologies, 1901 N. Roselle Rd., Schaumburg, IL 60195, e-mail: cfromm@cdtc.com

In addition, you can call the CDT’s Internal Audit DepartmentEthics Hotline.

CDT will not tolerate threats or acts of retaliation or retribution against employees for using these communication channels.

AMENDMENTS AND SUPPLEMENTS

The standards set forth herein may be amended or modified from time to time by CDT in its sole discretion. In addition, CDT and is operating units may issue additional or supplemental policies or standards.

Cable Design Technologies

1901 N. Roselle Rd.

Schaumburg, IL 60195

(847) 230-1900

fax: (847) 230-1908

EX-21.1

Exhibit 21.1

CABLE DESIGN TECHNOLOGIES CORPORATION

SUBSIDIARIES OF THE REGISTRANT

Anglo-American Cables Limited	(Incorporated - United Kingdom)
A.W. Industries Inc.	(Incorporated - Florida)
Cable Design Technologies Inc.	(Incorporated - State of Washington)
CDT Asia Pacific PTE Ltd.	(Incorporated - Singapore)
CDT (CZ), S.R.O.	(Incorporated - Czech Republic)
CDT (Deutschland) GMBH	(Incorporated - Germany)
CDT International Holdings Inc.	(Incorporated - Delaware)
CDT Nordic Holding AB	(Incorporated - Sweden)
Cekan/CDT A/S	(Incorporated - Denmark)
Dearborn/CDT, Inc.	(Incorporated - Delaware)
HEW-Kabel/CDT GmbH & Co. KG	(German Partnership, 80% ownership)
HEW-Kabel/CDT Verwaltungs GMBH	(Incorporated - Germany, 80% ownership)
HEW Skandinaviska AB	(Incorporated - Sweden, 80% ownership)
Industria Tecnica Cavi S.R.L.	(Incorporated - Italy)
Kabelovna Decin-Podmokly A.S.	(Incorporated - Czech Republic, 94.6% ownership)
KDP Kabeltechnik Berlin GMBH	(Incorporated - Germany, 94.6% ownership)
NORDX/CDT Australia Pty Limited	(Incorporated - Australia)
NORDX/CDT Asia Limited	(Incorporated - Hong Kong)
NORDX/CDT, Corp.	(Incorporated - Delaware)
NORDX/CDT do Brasil Ltda	(Incorporated - Brazil)
NORDX/CDT, Limited	(Incorporated - United Kingdom)
NORDX/CDT, Inc.	(Incorporated - Canada)
NORDX/CDT - IP Corp.	(Incorporated - Delaware)
Noslo Limited	(Incorporated - United Kingdom)
Örebro Kabel AB	(Incorporated - Sweden)
Red Hawk/CDT, Inc.	(Incorporated - Delaware)
Raydex/CDT Limited	(Incorporated - United Kingdom)
Stronglink/CDT Pty. Ltd.	(Incorporated - Australia, 76% ownership)
Tennecast Company	(Incorporated - Ohio)
Thermax/CDT, Inc.	(Incorporated - Delaware)
Wire Group International, Limited	(Incorporated - United Kingdom)

EX-23.1

Exhibit 23.1

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in Registration Statement No. 33-00554 on Form S-3 and Registration Nos. 333-80229, 333-76351, 33-73272, 33-78418, 333-2450, 333-6743, 333-17443, and 333-73790 on Form S-8 of our reports (which express an unqualified opinion and contain an explanatory paragraph related to the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”) dated October 27, 2003, appearing in this Annual Report on Form 10-K of Cable Design Technologies Corporation and subsidiaries for the year ended July 31, 2003.

DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania

October 29, 2003

EX-31.1

Exhibit 31.1

CERTIFICATION OF PERIODIC REPORTS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ferdinand C. Kuznik, certify that:

1. I have reviewed this annual report on Form 10-K of Cable Design Technologies Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

(c) Disclosed in this annual report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 29, 2003

/s/ Ferdinand C. Kuznik

Ferdinand C. Kuznik

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PERIODIC REPORTS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William E. Cann, certify that:

1. I have reviewed this annual report on Form 10-K of Cable Design Technologies Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

(c) Disclosed in this annual report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 29, 2003

/s/ William E. Cann

William E. Cann

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Cable Design Technologies Corporation (the “Company”) on Form 10-K for the year ended July 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ferdinand Kuznik, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 29, 2003

/s/ Ferdinand C. Kuznik

Ferdinand C. Kuznik

Chief Executive Officer

* This certification is made solely for purposes of 18 U.S.C. Section 1350, subject to the knowledge of the certifying officer, and not for any other purpose. A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Cable Design Technologies Corporation (the “Company”) on Form 10-K for the year ended July 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William Cann, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 29, 2003

/s/ William E. Cann

William E. Cann

Chief Executive Officer

* This certification is made solely for purposes of 18 U.S.C. Section 1350, subject to the knowledge of the certifying officer, and not for any other purpose. A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.