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<DESCRIPTION>CABLE DESIGN TECHNOLOGIES CORPORATION
<TEXT>

<PAGE>   1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 2000
                                                            REGISTRATION NO. 333
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                           CABLE DESIGN TECHNOLOGIES
                                  CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                            ------------------------

<TABLE>
<CAPTION>

<S>                                             <C>
                  DELAWARE                                       36-3601505
      (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
</TABLE>

                                 FOSTER PLAZA 7
                               661 ANDERSEN DRIVE
                         PITTSBURGH, PENNSYLVANIA 15220
                           TELEPHONE: (412) 937-2300
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                        REGISTRANT'S PRINCIPAL OFFICES)
                            ------------------------

                                CHARLES B. FROMM
                        VICE PRESIDENT, GENERAL COUNSEL
                     CABLE DESIGN TECHNOLOGIES CORPORATION
                                 FOSTER PLAZA 7
                               661 ANDERSEN DRIVE
                         PITTSBURGH, PENNSYLVANIA 15220
                           TELEPHONE: (412) 937-2300
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                            ------------------------

                                    COPY TO:
                                 LANCE C. BALK
                                KIRKLAND & ELLIS
                                CITIGROUP CENTER
                              153 EAST 53RD STREET
                            NEW YORK, NEW YORK 10022
                                 (212) 446-4800
                            ------------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement. If the only
securities being registered on this form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box: [ ]

    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

    If this form is a post-effective amendment filed pursuant to rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
                            ------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
                                                                PROPOSED
                  TITLE OF EACH CLASS OF                    MAXIMUM AGGREGATE         AMOUNT OF
              SECURITIES TO BE REGISTERED(1)                OFFERING PRICE(2)    REGISTRATION FEE(3)
----------------------------------------------------------------------------------------------------
<S>                                                         <C>                  <C>
Debt Securities and Common Stock, par value
  $.01 per share..........................................    $150,000,000             $39,600
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes shares of common stock that may be issued upon conversion of debt
    securities. Also includes securities issuable upon conversion of convertible
    securities for no separate consideration.

(2) Or the equivalent thereof in one or more foreign currencies or composite
    currencies, including the euro. If any debt securities are issued at an
    original issue discount, then the aggregate initial offering price as so
    discounted shall not exceed $150,000,000, notwithstanding that the stated
    principal amount of such securities may exceed such amount.

(3) The registration fee has been calculated pursuant to rule 457(o) and
    reflects the offering price rather than the principal amount of any debt
    securities issued at a discount.
                            ------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

        THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY
        BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
        STATEMENT COVERING THEM HAS BEEN DECLARED EFFECTIVE BY THE SEC. THIS
        PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE
        ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE
        OFFER OR SALE IS NOT PERMITTED.

                SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 2000

PROSPECTUS

                                  $200,000,000

                                   [CDT LOGO]
                                DEBT SECURITIES
                                  COMMON STOCK
                            ------------------------
     We may use this prospectus to offer and sell securities from time to time.
The types of securities we may sell include:

     - senior debt securities

     - subordinated debt securities

- common stock

     We will provide the specific terms of these securities in supplements to
this prospectus prepared in connection with each offering. These terms may
include:

In the case of any securities:

     - offering price

     - size of offering

     - underwriting discounts

     - ranking

In the case of debt securities:

- denomination or currency

- interest rate

- maturity

- whether they may be redeemed prior to maturity

- whether they are convertible into common stock

     The securities offered will contain other significant terms and conditions.
Please read this prospectus and the applicable prospectus supplement carefully
before you invest.

   THIS INVESTMENT INVOLVES RISKS.   SEE "RISK FACTORS" BEGINNING ON PAGE 1.

     Our common stock is traded on the New York Stock Exchange under the symbol
"CDT."
                            ------------------------
     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.
              The date of this prospectus is                , 2000
<PAGE>   3

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Forward-Looking Statements..................................    i
Incorporation by Reference..................................    i
Risk Factors................................................    1
Use of Proceeds.............................................    3
Ratio of Earnings to Fixed Charges..........................    3
Our Company.................................................    4
Where You Can Find More Information.........................    5
Description of Debt Securities..............................    6
Description of Capital Stock................................   11
Book-Entry..................................................   12
Plan of Distribution........................................   14
Legal Matters...............................................   15
Experts.....................................................   15
</TABLE>

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

                           FORWARD-LOOKING STATEMENTS

     This prospectus, any prospectus supplement and the documents incorporated
by reference contain "forward-looking statements," or statements that are based
on current expectations, estimates, and projections rather than historical
facts. We offer these forward-looking statements in reliance on the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may prove, in hindsight, to have been inaccurate
because of risks and uncertainties that are difficult to predict. Many of the
risks and uncertainties that we face are included under the caption "Risk
Factors."

     We are not obligated to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this prospectus might not occur.

                           INCORPORATION BY REFERENCE

     We have filed the following documents with the Securities and Exchange
Commission. These documents are incorporated herein by reference as of their
respective dates of filing and shall be deemed to be a part of this prospectus:

          1.  Our Annual Report on Form 10-K for the year ended July 31, 1999.

          2.  Our Quarterly Report on Form 10-Q for the quarter ended October
     31, 1999.

          3.  Our Quarterly Report on Form 10-Q for the quarter ended January
     31, 2000.

          4.  Our Quarterly Report on Form 10-Q for the quarter ended April 30,
     2000.

          5.  The description of our common stock contained in our Registration
              Statement on Form S-3 filed on January 23, 1996 (File No.
              333-00554), under the caption "Description of Capital Stock."

     All documents and reports which we file pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus are also incorporated by reference in this prospectus and will be
deemed a part of this prospectus from the date of filing of the document or
report.

     Statements contained in documents incorporated or deemed to be incorporated
by reference after the date of this prospectus will modify statements in any
other subsequently filed documents to the extent the new information differs
from the old information. Any statements modified or superseded will no longer
constitute a part of this prospectus in their original form.

     We will provide you without charge, upon request, with a copy of any or all
of the documents referred to above which have been or may be incorporated in the
prospectus by reference, other than exhibits to such documents unless the
exhibits themselves are specifically incorporated by reference. Requests for
such copies should be directed to Cable Design Technologies Corporation, Foster
Plaza 7, 661 Andersen Drive, Pittsburgh, Pennsylvania 15220, Attention: Charles
B. Fromm, Esq. (telephone number: (412) 937-2300).
                                        i
<PAGE>   4

                                  RISK FACTORS

     You should carefully consider the following risks and the risks described
in the applicable prospectus supplement, as well as other information contained
in this prospectus and the applicable prospectus supplement before deciding to
invest in any offered securities. The risks described below are not the only
ones we face. Additional risks that are not yet known to us or that we currently
think are immaterial could also impair our business, operating results or
financial condition.

     WE MAY NOT BE ABLE TO SUCCESSFULLY IDENTIFY, FINANCE OR INTEGRATE
ACQUISITIONS.  Growth through acquisitions is 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. Many of the areas in which
we are looking to expand through acquisition have been characterized by high
valuations. These acquisition opportunities may only be feasible if we obtain
additional financing, and such financing may not be available on terms
acceptable to us, or at all. Further, we cannot assure you that we will be
successful in integrating any such acquisitions that are completed. Also,
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.

     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 were unable to meet such
standards when adopted, or if the implementation of such standards was delayed,
our business could be adversely affected.

     Fiber optic technology represents a substitute for copper-based cable
products. A significant decrease in the cost, or ease 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
various 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.

     Technological advances could require significant capital or other
expenditures to manufacture new products or maintain market positions. Our
failure to make such capital expenditures on a timely basis or our making
capital expenditures in markets that fail to adequately develop could have an
adverse effect on us. Further, as other manufacturers make capital expenditures
to enable them to manufacture products similar to those manufactured by us,
markets for such products may become more competitive resulting in decreases in
sales and profits.

     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 cooper or other raw materials could have a negative effects 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. We also purchase compounds, such as
Teflon(R), from various suppliers. From time to time, the supply of such
materials

                                        1
<PAGE>   5

has been limited. The inability of suppliers to supply such raw materials could
have a material adverse effect on our business until a replacement supplier is
found or substitute materials are approved for use. In addition, we purchase
bulk uncabled optical fiber singles which we further process and sell. The
supply of such bulk fiber is currently limited. Our inability to obtain
additional allocations of such fiber and/or find additional suppliers of such
fiber, could limit our growth in the fiber optic cable marketplace.

     OUR BUSINESS IS SUBJECT TO THE ECONOMIC AND POLITICAL RISKS OF MAINTAINING
FACILITIES AND SELLING PRODUCTS IN FOREIGN COUNTRIES.  During the first nine
months of fiscal 2000, approximately 37% 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, restrictive actions by foreign governments,
nationalizations and adverse foreign tax laws.

     OUR MARKETS ARE HIGHLY 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. Furthermore, maintaining our current
technological advantages will require continued investment by us in engineering,
research and development, marketing and customer service and support. There can
be no assurance that we will have sufficient resources to continue to make such
investments or that we will be successful in maintaining such advantages.

     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. We cannot assure you that material environmental,
product or warranty costs will not arise in the future.

     LOSING THE SERVICES OF KEY PERSONNEL 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. We generally do not have
employment contracts with our executive officers or other key employees. Our
ability to attract and retain quality employees in all disciplines is important
to our future success.

     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 our company, including
transactions in which stockholders might otherwise receive a premium for their
shares over current market prices.

                                        2
<PAGE>   6

                                USE OF PROCEEDS

     Unless the applicable prospectus supplement provides otherwise, we intend
to use the net proceeds from the sale of the offered securities for general
corporate purposes. Our general corporate purposes may include the repayment or
reduction of indebtedness, working capital requirements, funding of normal,
ongoing capital spending programs such as the expansion of our manufacturing
capacity, and acquisitions.

                       RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth the ratio of earnings to fixed charges for
Cable Design Technologies and its subsidiaries on a consolidated basis for each
of the periods indicated. We calculated the ratio of earnings to fixed charges
by dividing earnings by total fixed charges. Earnings consist of pretax income
plus fixed charges and amortization of capitalized interest less interest
capitalized. Fixed charges consist of interest incurred on all indebtedness
(including amortization of deferred debt issuance costs) and a portion of rent
expense which we estimated to be the interest implicit in those rentals.

<TABLE>
<CAPTION>
                                          NINE MONTHS
        YEAR ENDED JULY 31,             ENDED APRIL 30,
------------------------------------    ---------------
1995   1996    1997    1998    1999          2000
----   ----    ----    ----    ----          ----
<S>    <C>     <C>     <C>     <C>      <C>
5.44x  4.85x   8.39x   7.05x   5.45x        6.98x
</TABLE>

                                        3
<PAGE>   7

                                  OUR COMPANY

     We are a leading manufacturer of technologically advanced connectivity
products for the network communication and specialty electronic marketplaces.
Network communication encompasses connectivity products used within computer
networks and communications infrastructures for the electronic transmission of
data, voice and multimedia. Products included in this segment are high bandwidth
network cable, fiber optic cable and passive components, including connectors,
wiring racks and panels, outlets and interconnecting hardware, for end-to-end
network structured wiring systems and communication cable products for local
loop, central office, wireless and other applications, including assembly of
products for the wireless marketplace. The specialty electronic segment
encompasses electronic data and signal transmission cables for automation and
process control applications as well as specialized wire and cable products for
niche markets, including commercial aviation and automotive electronics.
                            ------------------------

     Our principal executive offices are located at Foster Plaza 7, 661 Andersen
Drive, Pittsburgh, Pennsylvania 15220, telephone number (412) 937-2300.

                                        4
<PAGE>   8

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy these reports, statements and
other information at the SEC's public reference rooms at:

     - Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;

     - Seven World Trade Center, 13th Floor, New York, New York 10048; or

     - Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
       60661.

     In addition, our common stock is traded on the New York Stock Exchange
under the symbol "CDT" and reports, proxy and information statements and other
information about us can also be inspected at the offices of the Exchange, 20
Broad Street, New York, New York 10005.

     Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. You can also request copies of these
documents, for a copying fee, by writing to the SEC.

     Our SEC filings can also be reviewed by accessing the SEC's Internet site
at http://www.sec.gov, which contains reports, proxy and information statements
and other information.

                                        5
<PAGE>   9

                         DESCRIPTION OF DEBT SECURITIES

     We will issue debt securities in one or more series under an indenture
between our company and State Street Bank and Trust Company, as trustee, the
form of which we have filed as an exhibit to the registration statement of which
this prospectus makes up a part. The following summaries of certain provisions
of the indenture are not complete and are qualified in their entirety by express
reference to the indenture and the securities resolutions or the indentures
supplemental thereto (copies of which have been or will be filed with the
Commission). Capitalized terms used in this section without definition have the
meanings given to them in the indenture.

GENERAL

     The indenture does not limit the amount of debt securities that can be
issued thereunder and provides that the debt securities may be issued from time
to time in one or more series pursuant to the terms of one or more securities
resolutions or supplemental indentures. As of the date of this prospectus, there
were no debt securities outstanding under the indenture. The debt securities
will be unsecured and will have the ranking set forth in the terms of any
supplements to this prospectus.

TERMS

     We will determine the terms of the debt securities at the time or times of
sale. We will provide the specific terms of each series in supplements to this
prospectus. Reference is made to the prospectus supplement for the following
terms, if applicable, of the debt securities offered thereby:

     - designation, aggregate principal amount, currency or composite currency
       and denominations;

     - terms of any redemption at the option of holders;

     - price and, if an index formula or other method is used, the method for
       determining amounts of principal or interest;

     - maturity date and other dates, if any, on which principal will be
       payable;

     - interest rate (which may be fixed or variable), if any;

     - date or dates from which interest will accrue and on which interest will
       be payable, and the record dates for the payment of interest;

     - place or places where principal and interest will be payable and on which
       interest will be payable, and the record dates for the payment of
       interest;

     - tax indemnity provisions;

     - terms of any mandatory or optional redemption by us including any sinking
       fund;

     - terms of any conversion or exchange right;

     - if the debt securities provide that payments of principal or interest may
       be made in a currency other than that in which debt securities are
       denominated, the manner for determining the payments;

     - portion of principal payable upon acceleration of a Discounted Debt
       Security (as defined below);

     - ranking;

     - whether and upon what terms debt securities may be defeased;

     - manner of paying principal and interest;

     - any events of default or the covenants in addition to or in lieu of those
       set forth in the indenture;

     - provisions for electronic issuance of debt securities or for debt
       securities in uncertificated form; and

                                        6
<PAGE>   10

     - any additional provisions or other special terms not inconsistent with
       the provisions of the indenture, including any terms that may be required
       or advisable under United States or other applicable laws or regulations,
       or advisable in connection with the marketing of the debt securities.

     We may issue debt securities of any series as registered debt securities,
bearer debt securities or uncertificated debt securities, and in denominations
as specified in the terms of the series. (Section 2.01)

     In connection with its original issuance, no bearer debt security will be
offered, sold or delivered to any location in the United States, and a bearer
debt security in definitive form may be delivered in connection with its
original issuance only upon presentation of a certificate in a form prescribed
by us to comply with United States laws and regulations. (Section 2.04)

     Registration of transfer of registered debt securities may be requested
upon surrender thereof at any agency of ours maintained for that purpose and
upon fulfillment of all other requirements of the agent. (Sections 2.03 and
2.07)

     Under the indenture we may issue debt securities as Discounted Debt
Securities to be offered and sold at a substantial discount from the principal
amount thereof. Special United States federal income tax and other
considerations applicable thereto will be described in the prospectus supplement
relating to the Discounted Debt Securities. "Discounted Debt Security" means a
debt security where the amount of principal due upon acceleration is less than
the stated principal amount. (Section 2.10)

CERTAIN COVENANTS

     Unless otherwise specified in the applicable prospectus supplement, the
debt securities will not be secured by any properties or assets and will
represent unsecured debt of our company.

     Any restrictive covenants which may apply to a particular series of debt
securities will be described in the prospectus supplement relating to that
series. The indenture does not limit our ability to enter into sale and
leaseback transactions.

     Unless otherwise indicated in a prospectus supplement, these covenants, if
applicable, do not afford holders of the debt securities protection in the event
of a highly leveraged or other transaction involving us that may adversely
affect holders of the debt securities.

SUCCESSOR OBLIGOR

     Unless otherwise specified in the securities resolution establishing a
series of debt securities, we shall not consolidate with or merge into, or
transfer all or substantially all of our assets to, any person in any
transaction in which we are not the survivor, unless:

          (1) the person is organized under the laws of the United States or a
     State thereof or is organized under the laws of a foreign jurisdiction and
     consents to the jurisdiction of the courts of the United States or a State
     thereof;

          (2) the person assumes by supplemental indenture all of our
     obligations under the indenture, the debt securities and any coupons; and

          (3) immediately after the transaction no Default (as defined) exists.
     The successor shall be substituted for us, and thereafter all of our
     obligations under the indenture, the debt securities and any coupons shall
     terminate. (Section 5.01)

EXCHANGE OF DEBT SECURITIES

     Registered debt securities may be exchanged for an equal aggregate
principal amount of registered debt securities of the same series and date of
maturity in the authorized denominations as may be requested upon surrender of
the registered debt securities at an agency of ours maintained for that purpose
and upon fulfillment of all other requirements of the agent. (Section 2.07)

                                        7
<PAGE>   11

DEFAULT AND REMEDIES

     Unless the securities resolution or supplemental indenture establishing the
series otherwise provides (in which event the prospectus supplement will so
state), an "Event of Default" with respect to a series of debt securities will
occur if:

          (1) we default in any payment of interest on any debt securities of
     the series when the same becomes due and payable and the Default continues
     for a period of 60 days;

          (2) we default in the payment of the principal and premium, if any, of
     any debt securities of the series when the same becomes due and payable at
     maturity or upon redemption, acceleration or otherwise and the default
     shall continue for five or more days;

          (3) we default in the payment or satisfaction of any sinking fund
     obligation with respect to any debt securities of a series as required by
     the securities resolution establishing the series and the Default continues
     for a period of 60 days;

          (4) we default in the performance of any of its other agreements
     applicable to the series and the Default continues for 90 days after the
     notice specified below;

          (5) pursuant to or within the meaning of any Bankruptcy Law:

             (a) we commence a voluntary case,

             (b) we consent to the entry of an order for relief against us in an
        involuntary case,

             (c) we consent to the appointment of a Custodian for us or for all
        or substantially all of our property, or

             (d) we make a general assignment for the benefit of our creditors;

          (6) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

             (a) is for relief against us in an involuntary case,

             (b) appoints a Custodian for us or for all or substantially all of
        our property, or

             (c) orders that we be liquidated, and the order or decree remains
        unstayed and in effect for 60 days; or

          (7) there occurs any other Event of Default provided for in the
     series. (Section 6.01)

     The term "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal
or State law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator or a similar official under any Bankruptcy Law.
(Section 6.01)

     "Default" means any event which is, or after notice or passage of time
would be, an Event of Default. A Default under subparagraph (4) above is not an
Event of Default until the Trustee or the Holders of at least 25%, or such other
number specified in the securities resolution or supplemental indenture, in
principal amount of the series notify us of the Default and we do not cure the
Default within the time specified after receipt of the notice. (Section 6.01)
The Trustee may require indemnity satisfactory to it before it enforces the
indenture or the debt securities of the series. (Section 7.01) Subject to
certain limitations, Holders of a majority in principal amount of the debt
securities of the series may direct the Trustee in its exercise of any trust or
power with respect to the series. (Section 6.05) Except in the case of Default
in payment on a series, the Trustee may withhold from securityholders of the
series notice of any continuing Default (except a Default in payment of
principal or interest) if it determines that withholding notice is in their
interest. (Section 7.04) We are required to furnish the Trustee annually a brief
certificate as to our compliance with all conditions and covenants under the
indenture. (Section 4.04)

     The failure to redeem any debt securities subject to a condition to
redemption set forth in the notice of redemption is not an Event of Default if
any event on which the redemption is so conditioned does not occur and is not
waived before the scheduled redemption date. (Section 6.01)
                                        8
<PAGE>   12

     Unless the securities resolution or supplemental indenture establishing the
series otherwise provides, the indenture does not have a cross-default
provision. Thus, a default by us on any other debt, including any other series
of debt securities, would not constitute an Event of Default.

AMENDMENTS AND WAIVERS

     The indenture and the debt securities or any coupons of the series may be
amended, and any default may be waived as follows: unless the securities
resolution or supplemental indenture otherwise provides (in which event the
prospectus supplement will so state), the debt securities and the indenture may
be amended with the consent of the holders of a majority in principal amount of
the debt securities of all series affected voting as one class. (Section 9.02)
Unless the securities resolution or supplemental indenture otherwise provides
(in which event the prospectus supplement will so state), a Default on a
particular series may be waived with the consent of the holders of a majority in
principal amount of the debt securities of the series. (Section 6.04)

     However, without the consent of each holder affected, no amendment or
waiver may:

          (1) reduce the amount of debt securities whose holders must consent to
     an amendment or waiver;

          (2) reduce the interest on or change the time for payment of interest
     on any debt security;

          (3) change the fixed maturity of any debt security;

          (4) reduce the principal of any non-Discounted Debt Security or reduce
     the amount of the principal of any Discounted Debt Security that would be
     due on acceleration thereof;

          (5) change the currency in which the principal or interest on a debt
     security is payable;

          (6) make any change that materially adversely affects the right to
     convert any debt security;

          (7) waive any Default in payment of interest on or principal of a debt
     security. (Sections 6.04 and 9.02); or

          (8) any other amendment or waiver provided for in the securities
     resolution or supplemental indenture.

     Without the consent of any holder, the indenture or the debt securities may
be amended:

          (1) to cure any ambiguity, omission, defect or inconsistency;

          (2) to provide for assumption of our obligations to holders in the
     event of a merger or consolidation requiring the assumption;

          (3) to provide that specific provisions of the indenture shall not
     apply to a series of debt securities not previously issued;

          (4) to create a series and establish its terms;

          (5) to provide for a separate trustee for one or more series;

          (6) to make any change that does not materially adversely affect the
     rights of any holder. (Section 9.01); or

          (7) any other amendment provided for in the securities resolution or
     supplemental indenture.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     Debt securities of a series may be defeased in accordance with their terms
and, unless the securities resolution or supplemental indenture establishing the
terms of the series otherwise provides, as set forth below. We at any time may
terminate as to a series all of our obligations (except for certain obligations,
including obligations with respect to the defeasance trust and obligations to
register the transfer or exchange of a debt security, to replace destroyed, lost
or stolen debt securities and coupons and to maintain paying agencies in respect
of the debt securities) with respect to the debt securities of the series and
any related coupons and the

                                        9
<PAGE>   13

indenture ("legal defeasance"). We at any time may terminate as to a series our
obligations with respect to the debt securities and coupons of the series under
any restrictive covenants which may be applicable to a particular series
("covenant defeasance").

     We may exercise our legal defeasance option notwithstanding our prior
exercise of our covenant defeasance option. If we exercise our legal defeasance
option, a series may not be accelerated because of an Event of Default. If we
exercise our covenant defeasance option, a series may not be accelerated by
reference to any restrictive covenants which may be applicable to that series.
(Section 8.01)

     To exercise either defeasance option as to a series, we must:

          (1) irrevocably deposit in trust (the "defeasance trust") with the
     Trustee or another trustee money or U.S. Government Obligations, deliver a
     certificate from a nationally recognized firm of independent accountants
     expressing their opinion that the payments of principal and interest when
     due on the deposited U.S. Government Obligations, without reinvestment,
     plus any deposited money without investment will provide cash at the times
     and in the amounts as will be sufficient to pay the principal and interest
     when due on all debt securities of that series to maturity or redemption,
     as the case may be, and

          (2) comply with certain other conditions.

     In particular, we must obtain an opinion of tax counsel that the defeasance
will not result in recognition of any gain or loss to holders for Federal income
tax purposes. "U.S. Government Obligations" means direct obligations of the
United States or an instrumentality of the United States, the payment of which
is unconditionally guaranteed by the United States, which, in either case, have
the full faith and credit of the United States of America pledged for payment
and which are not callable at the issuer's option, or certificates representing
an ownership interest in those obligations. (Section 8.02)

REGARDING THE TRUSTEE

     State Street Bank and Trust Company or a successor or replacement trustee
will act as Trustee for debt securities issued under the indenture and, unless
otherwise indicated in a prospectus supplement, the Trustee will also act as
Registrar and Paying Agent with respect to the debt securities. (Section 2.03)

                                       10
<PAGE>   14

                          DESCRIPTION OF CAPITAL STOCK

     As of the date of this prospectus our total amount of authorized capital
stock consisted of 100,000,000 shares of common stock, par value $.01 per share,
and 1,000,000 shares of preferred stock, par value $.01 per share.

COMMON STOCK

     As of September 13, 2000, there were 43,634,473 shares of common stock
outstanding held by 182 holders of record. All issued and outstanding shares of
common stock are, and any shares of common stock issuable upon conversion of any
convertible notes offered by this prospectus and any prospectus supplement will
be, validly issued, fully paid and nonassessable. Holders of outstanding shares
of common stock are entitled to receive dividends out of assets legally
available therefor at such times and in such amounts as our board of directors
may from time to time determine, subject to any prior rights of the holders of
any preferred stock that may be outstanding. The shares of common stock are
neither redeemable nor convertible, and the holders thereof have no preemptive
or subscription rights to purchase any of our securities. Upon our liquidation,
dissolution or winding up, the holders of common stock are entitled to receive
pro rata assets which are legally available for distribution, after payment of
all debts and other liabilities and subject to the prior rights of any holders
of preferred stock then outstanding. Each outstanding share of common stock is
entitled to one vote on all matters submitted to a vote of stockholders. Holders
of common stock do not have cumulative voting rights.

PREFERRED STOCK

     Our board of directors is authorized to issue preferred stock in one or
more series and to determine and alter all rights, preferences and privileges
and qualifications, limitations and restrictions thereof, including with respect
to the rate and nature of dividends, the price and terms and conditions on which
shares may be redeemed, the amount payable in the event of voluntary or
involuntary liquidation, the terms and conditions for conversion or exchange
into any other class or series of stock, voting rights and other terms. No
preferred stock is currently outstanding. However, the board's ability to issue
preferred stock may discourage third parties from attempting to acquire us.

RIGHTS PLAN

     Pursuant to a Rights Agreement adopted by us in December 1996, one
Preferred Share Purchase Right was issued in respect of each share of common
stock issued and outstanding on or after December 26, 1996. Currently, each
Right entitles the holder thereof to purchase one two-thousand two hundred
fiftieth of a share of a new series of junior participating preferred stock at
an exercise price of $66.67. 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 our common stock, at which point each right (except
those held by the acquiror) becomes a right to buy shares of the common stock of
the acquiror having a value of two times the exercise price.

TRANSFER AGENT

     Boston Equiserve is the transfer agent for the common stock.

                                       11
<PAGE>   15

                                   BOOK-ENTRY

     The Depository Trust Company, or DTC, will act as securities depository for
the debt securities. Unless otherwise disclosed in the applicable prospectus
supplement, the debt securities will be issued only as fully registered
securities registered in the name of Cede & Co. (DTC's partnership nominee). One
or more fully registered global certificates will be issued for the debt
securities representing the aggregate principal amount of the debt securities
and will be deposited with DTC.

     DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the 1934 Act, as
amended. DTC holds securities that its participants (the "Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (the "Indirect Participants," and
together with the Direct Participants, the "Participants"). The rules applicable
to DTC and its Participants are on file with the SEC.

     Purchases of the debt securities within the DTC system must be made by or
through Direct Participants which will receive a credit for the debt securities
on DTC's records. The ownership interest of each actual purchaser of each debt
security (a "Beneficial Owner") will in turn be recorded on the Direct and
Indirect Participants' respective records. Beneficial Owners will not receive
written confirmation from DTC of their purchase, but Beneficial Owners are
expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interest in the debt securities will be effected by
entries made on the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interest in debt securities except in the event that use of the book-entry
system for the debt securities is discontinued.

     The deposit of the debt securities with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the debt securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts the debt
securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.

     Conveyance of notices and other direct communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

     Redemption notices shall be sent to Cede & Co. If less than all of the debt
securities of a series are being redeemed, DTC's practice will determine by lot
the amount of the interest of each Direct Participant in the series to be
redeemed.

     Neither DTC nor Cede & Co. will consent or vote with respect to the debt
securities. Under its usual procedures, DTC mails an omnibus proxy (an "Omnibus
Proxy") to the Participants as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the debt securities are credited on the record
date (identified in a listing attached to the Omnibus Proxy).

                                       12
<PAGE>   16

     Principal, premium, if any, and interest on the debt securities will be
paid to DTC. DTC's practice is to credit Direct Participants' accounts on the
relevant payment date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive payment
on the payment date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street-name," and will be the responsibility of the Participant and not of DTC,
any underwriters, or us, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal, premium, if any, and
interest to DTC is the responsibility of us or the Trustee. Disbursement of
these payments to Direct Participants is the responsibility of DTC, and
disbursement of these payments to the Beneficial Owners is the responsibility of
Direct and Indirect Participants.

     DTC may discontinue providing its services as securities depository with
respect to the debt securities at any time by giving reasonable notice to us.
Under those circumstances and in the event that a successor securities
depository is not obtained, certificates for the debt securities are required to
be printed and delivered. In addition, we may decide to discontinue use of the
system of book-entry transfers through DTC (or any successor securities
depository). In that event, certificates for the debt securities will be printed
and delivered.

     We will not have any responsibility or obligation to Participants or to the
persons for whom they act as nominees with respect to the accuracy of the
records of DTC, its nominees or any Direct or Indirect Participant with respect
to any ownership interest in the debt securities, or with respect to payments or
providing of notice to the Direct Participants, the Indirect Participants or the
Beneficial Owners.

     So long as Cede & Co. is the registered owner of the debt securities, as
nominee of DTC, references herein to holders of the debt securities shall mean
Cede & Co. or DTC and shall not mean the Beneficial Owners of the debt
securities.

     The information in this section concerning DTC and DTC's book-entry system
has been obtained from DTC.

                                       13
<PAGE>   17

                              PLAN OF DISTRIBUTION

     We may sell securities through underwriters or dealers, directly to one or
more purchasers or through agents. The applicable prospectus supplement will set
forth the terms of the offering of any securities, including:

     - the names of any underwriters or agents;

     - the proceeds to us from the sale;

     - any other items constituting underwriters' compensation;

     - any discounts or concessions allowed or re-allowed or paid to dealers;

     - the purchase price of the securities;

     - any underwriting discounts;

     - any initial public offering price; and

     - any securities exchanges on which the securities may be listed.

     If underwriters are used in the sale, securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. Those securities may
be offered to the public either through underwriting syndicates represented by
managing underwriters or by underwriters without a syndicate. Unless otherwise
set forth in the applicable prospectus supplement, the obligations of the
underwriters to purchase those securities will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all of those
securities if any of them are purchased. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time. Only underwriters named in a prospectus supplement
are deemed to be underwriters in connection with the securities offered thereby.

     We may sell securities directly or through agents designated by us from
time to time. Any agent involved in the offer or sale of securities will be
named, and any commissions payable by us to the agent will be set forth in the
applicable prospectus supplement. Unless otherwise indicated in the applicable
prospectus supplement, the agent will act on a best efforts basis for the period
of its appointment.

     If so indicated in a prospectus supplement with respect to securities, we
will authorize agents, underwriters or dealers to solicit offers by certain
institutions to purchase securities from us at the public offering price set
forth in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on the date or dates stated in the prospectus
supplement. Each contract will be for an amount not less than, and the aggregate
principal amount of the securities sold pursuant to the contracts shall be not
less nor more than, the respective amounts stated in the prospectus supplement.
Institutions with whom the contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions, and other institutions, but
will in all cases be subject to our approval. The contracts will not be subject
to any conditions except:

          (1) the purchase by an institution of the securities covered by its
     contract shall not at the time of delivery be prohibited under the laws of
     any jurisdiction in the United States to which the institution is subject,
     and

          (2) if the securities are being sold to underwriters, we shall have
     sold to the underwriters the total principal amount of the securities less
     the principal amount thereof covered by the contracts.

     The underwriters will not have any responsibility in respect of the
validity or performance of the contracts.

     If dealers are utilized in the sale of any securities, we will sell those
securities to the dealers, as principal. Any dealer may then resell those
securities to the public at varying prices to be determined by the dealer at the

                                       14
<PAGE>   18

time of resale. The name of any dealer and the terms of the transaction will be
set forth in the prospectus supplement with respect to the securities being
offered thereby.

     It has not been determined whether any series of securities will be listed
on a securities exchange. Underwriters will not be obligated to make a market in
any series of securities. We cannot predict the level of trading activity in, or
the liquidity of, any series of securities.

     Any underwriters, dealers or agents participating in the distribution of
securities may be deemed to be underwriters, and any discounts or commissions
received by them on the sale or resale of securities may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933. Agents
and underwriters may be entitled under agreements entered into with us to
indemnification by us against certain liabilities, including liabilities under
the Securities Act of 1933, or to contribution with respect to payments that the
agents or underwriters may be required to make in respect thereof. Agents and
underwriters may be customers of, engaged in transactions with, or perform
services for, us or our affiliates in the ordinary course of business.

                                 LEGAL MATTERS

     Kirkland & Ellis, New York, New York (a partnership that includes
professional corporations) will pass upon legal matters regarding the issuance
of the securities and the validity of the common stock being issuable upon
conversion of the securities. Lance C. Balk, a director of CDT since March 2000,
is a partner of Kirkland & Ellis.

                                    EXPERTS

     The consolidated financial statements and schedules of Cable Design
Technologies Corporation as of July 31, 1998, and 1999, and for the years ended
July 31, 1997, 1998 and 1999 incorporated by reference in this prospectus have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.

                                       15
<PAGE>   19

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the expenses of the Registrant in connection
with the issuance and distribution of the securities being registered, other
than underwriting discounts and commissions. All such amounts are estimates,
other than the fees payable to the Securities and Exchange Commission.

<TABLE>
<S>                                                           <C>
Securities and Exchange Commission registration fee.........  $ 39,600
Legal fees and expenses.....................................   250,000
Accounting fees and expenses................................   100,000
Printing....................................................   300,000
Trustee's fees and expenses.................................     8,500
Miscellaneous...............................................    51,900
     Total..................................................  $750,000*
                                                              ========
</TABLE>

---------------
* All expenses, except the Securities and Exchange Commission registration fee,
  are estimated.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 102(b)(7) of the General Corporation Law of the State of Delaware
permits a Delaware corporation to limit the personal liability of its directors
in accordance with the provisions set forth therein. The Amended and Restated
Certificate of Incorporation of the Registrant provides that the personal
liability of its directors shall be limited to the fullest extent permitted by
applicable law.

     Section 145 of the General Corporation Law of the State of Delaware
contains provisions permitting corporations organized thereunder to indemnify
directors, officers, employees or agents against expenses, judgments and fines
reasonably incurred and against certain other liabilities in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person was or is a director, officer, employee or agent of the corporation. The
by-laws of the Registrant provide for indemnification of its directors and
officers to the fullest extent permitted by applicable law.

                                      II-1
<PAGE>   20

ITEM 16.  EXHIBITS.

     The following exhibits are filed pursuant to Item 601 of Regulation S-K:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                           DESCRIPTION
-------                          -----------
<C>      <S>
   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   Form of Indenture.
   4.4   Form of Securities Resolution.
   5.1   Opinion of Kirkland & Ellis regarding legality of securities
         being registered.
  12.1   Statement re: computation of ratio of earnings to fixed
         charges.
  15.1   Letter of Arthur Andersen LLP, dated May 23, 2000, regarding
         unaudited interim financial statement information.
         Incorporated by reference to CDT's Quarterly Report on Form
         10-Q, as filed on June 13, 2000.
  15.2   Letter of Arthur Andersen LLP, dated February 23, 2000,
         regarding unaudited interim financial statement information.
         Incorporated by reference to CDT's Quarterly Report on Form
         10-Q, as filed on March 15, 2000.
  15.3   Letter of Arthur Andersen LLP, dated November 24, 1999,
         regarding unaudited interim financial statement.
         Incorporated by reference to CDT's Quarterly Report on Form
         10-Q, as filed on December 14, 1999.
  23.1   Consent of Arthur Andersen LLP.
  23.2   Consent of Kirkland & Ellis (included in Exhibit 5.1).
  24.1   Powers of Attorney (included on signature pages of
         Registration Statement).
  25.1   Statement of eligibility of Trustee, on Form T-1.
</TABLE>

ITEM 17.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

                                      II-2
<PAGE>   21

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

             (i)  To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

             (ii)  To reflect in the prospectus any facts or events arising
        after the effective date of the registration statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than 20 percent change in
        the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement.

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
     section do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed with or furnished to the Commission by the registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
<PAGE>   22

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Pennsylvania as of September 15, 2000.

                                      CABLE DESIGN TECHNOLOGIES CORPORATION

                                      By: /s/ PAUL M. OLSON
                                         ---------------------------------------
                                         Paul M. Olson
                                         President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul M. Olson, Kenneth O. Hale and Charles B.
Fromm and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities to sign any and all amendments (including
pre-effective and post-effective amendments) to this Registration Statement (and
any registration statement filed pursuant to Rule 462(b) under the Securities
Act), and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and preform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated.

<TABLE>
<CAPTION>
                     SIGNATURE                                  TITLE                       DATE
                     ---------                                  -----                       ----
<S>                                                  <C>                             <C>

               /s/ BRYAN C. CRESSEY                     Chairman and Director        September 15, 2000
---------------------------------------------------
                 Bryan C. Cressey

                 /s/ PAUL M. OLSON                       President and Chief         September 15, 2000
---------------------------------------------------     Executive Officer and
                   Paul M. Olson                         Director (Principal
                                                          Executive Officer)

                   /s/ KEN HALE                        Vice President and Chief      September 15, 2000
---------------------------------------------------  Financial Officer (Principal
                     Ken Hale                           Financial Officer and
                                                         Principal Accounting
                                                               Officer)

                /s/ GEORGE GRAEBER                             Director              September 15, 2000
---------------------------------------------------
                  George Graeber
</TABLE>

                                      II-4
<PAGE>   23

<TABLE>
<CAPTION>
                     SIGNATURE                                  TITLE                       DATE
                     ---------                                  -----                       ----
<S>                                                  <C>                             <C>
              /s/ MICHAEL F.O. HARRIS                          Director              September 15, 2000
---------------------------------------------------
                Michael F.O. Harris

                 /s/ GLENN KALNASY                             Director              September 15, 2000
---------------------------------------------------
                   Glenn Kalnasy

               /s/ RICHARD C. TUTTLE                           Director              September 15, 2000
---------------------------------------------------
                 Richard C. Tuttle

                 /s/ LANCE C. BALK                             Director              September 15, 2000
---------------------------------------------------
                   Lance C. Balk

               /s/ FERDINAND KUZNIK                            Director              September 15, 2000
---------------------------------------------------
                 Ferdinand Kuznik
</TABLE>

                                      II-5
<PAGE>   24

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<C>       <S>
  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     Form of Indenture.
  4.4     Form of Securities Resolution.
  5.1     Opinion of Kirkland & Ellis regarding legality of securities
          being registered.
 12.1     Statement re: computation of ratio of earnings to fixed
          charges.
 15.1     Letter of Arthur Andersen LLP, dated May 23, 2000, regarding
          unaudited interim financial statement information.
          Incorporated by reference to CDT's Quarterly Report on Form
          10-Q, as filed on June 13, 2000.
 15.2     Letter of Arthur Andersen LLP, dated February 23, 2000,
          regarding unaudited interim financial statement information.
          Incorporated by reference to CDT's Quarterly Report on Form
          10-Q, as filed on March 15, 2000.
 15.3     Letter of Arthur Andersen LLP, dated November 24, 1999,
          regarding unaudited interim financial statement.
          Incorporated by reference to CDT's Quarterly Report on Form
          10-Q, as filed on December 14, 1999.
 23.1     Consent of Arthur Andersen LLP.
 23.2     Consent of Kirkland & Ellis (included in Exhibit 5.1).
 24.1     Powers of Attorney (included signature pages of Registration
          Statement).
 25.1     Statement of eligibility of Trustee, on Form T-1.
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>2
<FILENAME>y40332ex4-3.txt
<DESCRIPTION>FORM OF INDENTURE
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.3





                      CABLE DESIGN TECHNOLOGIES CORPORATION

                -------------------------------------------------
                                 DEBT SECURITIES






                                    INDENTURE

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






                         DATED AS OF             , 2000


                STATE STREET BANK AND TRUST COMPANY, as Trustee


<PAGE>   2
                          PARTIAL CROSS-REFERENCE TABLE


<TABLE>
<CAPTION>
INDENTURE SECTION                                                  TIA SECTION
<S>                                                                <C>
2.05.........................................................      317(b)
2.06.........................................................      312(a)
2.11.........................................................      316(a)(last sentence)
4.05.........................................................      314(a)(4)
6.03.........................................................      317(a)(1)
6.04.........................................................      316(a)(1)(B)
6.06.........................................................      316(a)(1)(A)
6.07.........................................................      317(a)(1)
7.01.........................................................      315(a), 315(d)
7.04.........................................................      315(b)
7.05.........................................................      313(a)
7.07.........................................................      310(a), 310(b)
7.09.........................................................      310(a)(2)
8.02.........................................................      310(a), 310(b)
9.04.........................................................      316(c)
10.01........................................................      318(a)
10.02........................................................      313(c)
10.03........................................................      314(c)(1), 314(c)(2)
10.04........................................................      314(e)
</TABLE>



                                       ii
<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
                                                                                                                   ----
<S>                                                                                                                 <C>
ARTICLE 1 - DEFINITIONS...........................................................................................   1
         SECTION 1.01.              Definitions...................................................................   1
         SECTION 1.02.              Other Definitions.............................................................   3
         SECTION 1.03.              Rules of Construction.........................................................   3

ARTICLE 2 - THE SECURITIES........................................................................................   4
         SECTION 2.01.              Issuable in Series............................................................   4
         SECTION 2.02.              Execution and Authentication..................................................   5
         SECTION 2.03.              Agents........................................................................   6
         SECTION 2.04.              Bearer Securities.............................................................   6
         SECTION 2.05.              Paying Agent to Hold Money in Trust...........................................   7
         SECTION 2.06.              Securityholder Lists..........................................................   7
         SECTION 2.07.              Transfer and Exchange.........................................................   8
         SECTION 2.08.              Replacement Securities........................................................   8
         SECTION 2.09.              Outstanding Securities........................................................   8
         SECTION 2.10.              Discounted Debt Securities....................................................   9
         SECTION 2.11.              Treasury Securities...........................................................   9
         SECTION 2.12.              Global Securities.............................................................   9
         SECTION 2.13.              Temporary Securities..........................................................  10
         SECTION 2.14.              Cancellation..................................................................  10
         SECTION 2.15.              Defaulted Interest............................................................  10

ARTICLE 3 - REDEMPTION...........................................................................................   10
         SECTION 3.01.              Notices to Trustee...........................................................   10
         SECTION 3.02.              Selection of Securities to Be Redeemed.......................................   11
         SECTION 3.03.              Notice of Redemption.........................................................   11
         SECTION 3.04.              Effect of Notice of Redemption...............................................   12
         SECTION 3.05.              Payment of Redemption Price..................................................   12
         SECTION 3.06.              Securities Redeemed in Part..................................................   13

ARTICLE 4 - COVENANTS............................................................................................   13
         SECTION 4.01.              Payment of Securities........................................................   13
         SECTION 4.02.              Overdue Interest.............................................................   13
         SECTION 4.03.              Compliance Certificate.......................................................   13
         SECTION 4.04.              SEC Reports..................................................................   13

ARTICLE 5 - SUCCESSORS...........................................................................................   14
         SECTION 5.01.              When Company May Merge, etc..................................................   14

ARTICLE 6 - DEFAULTS AND REMEDIES................................................................................   14
         SECTION 6.01.              Events of Default............................................................   14
         SECTION 6.02.              Acceleration.................................................................   15
         SECTION 6.03.              Other Remedies...............................................................   16
</TABLE>


                                       iii
<PAGE>   4
<TABLE>
<S>                                                                                                                 <C>
         SECTION 6.04.              Waiver of Past Defaults......................................................   16
         SECTION 6.05.              Control by Majority..........................................................   16
         SECTION 6.06.              Limitation on Suits..........................................................   16
         SECTION 6.07.              Collection Suit by Trustee...................................................   17
         SECTION 6.08.              Priorities...................................................................   17

ARTICLE 7 - TRUSTEE..............................................................................................   17
         SECTION 7.01.              Certain Duties and Responsibilities..........................................   17
         SECTION 7.02.              Rights of Trustee............................................................   18
         SECTION 7.03.              Individual Rights of Trustee.................................................   19
         SECTION 7.04.              Trustee's Disclaimer.........................................................   19
         SECTION 7.05.              Notice of Defaults...........................................................   19
         SECTION 7.06.              Reports by Trustee to Holders................................................   19
         SECTION 7.07.              Compensation and Indemnity...................................................   19
         SECTION 7.08.              Replacement of Trustee.......................................................   20
         SECTION 7.09.              Successor Trustee by Merger, etc.............................................   21
         SECTION 7.10.              Trustee's Capital and Surplus................................................   21

ARTICLE 8 - DISCHARGE OF INDENTURE...............................................................................   21
         SECTION 8.01.              Defeasance...................................................................   21
         SECTION 8.02.              Conditions to Defeasance.....................................................   22
         SECTION 8.03.              Application of Trust Money...................................................   22
         SECTION 8.04.              Repayment to Company.........................................................   23

ARTICLE 9 - AMENDMENTS...........................................................................................   23
         SECTION 9.01.              Without Consent of Holders...................................................   23
         SECTION 9.02.              With Consent of Holders......................................................   23
         SECTION 9.03.              Compliance with Trust Indenture Act..........................................   24
         SECTION 9.04.              Effect of Consents...........................................................   24
         SECTION 9.05.              Notation on or Exchange of Securities........................................   25
         SECTION 9.06.              Trustee Protected............................................................   25

ARTICLE 10 - MISCELLANEOUS.......................................................................................   25
         SECTION 10.01.             Trust Indenture Act..........................................................   25
         SECTION 10.02.             Notices......................................................................   25
         SECTION 10.03.             Certificate and Opinion as to Conditions Precedent...........................   26
         SECTION 10.04.             Statements Required in Certificate or Opinion................................   26
         SECTION 10.05.             Rules by Company and Agents..................................................   27
         SECTION 10.06.             No Lien Created, etc.........................................................   27
         SECTION 10.07.             Legal Holidays...............................................................   27
         SECTION 10.08.             No Recourse Against Others...................................................   27
         SECTION 10.09.             Duplicate Originals..........................................................   27
         SECTION 10.10.             Governing Law................................................................   27
</TABLE>



                                       iv
<PAGE>   5
                  INDENTURE dated as of           , 2000 between CABLE DESIGN
TECHNOLOGIES CORPORATION, a corporation organized and existing under the laws of
the State of Delaware (hereinafter called the "Company"), and State Street Bank
and Trust Company, as Trustee ("Trustee"). Each party agrees as follows for the
benefit of the Holders of the Company's debt securities issued under this
Indenture:

                             ARTICLE 1 - DEFINITIONS

SECTION 1.01.              Definitions.

                  "AFFILIATE" means any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company.

                  "AGENT" means any Registrar or Paying Agent.

                  "AUTHORIZED NEWSPAPER" means a newspaper that is:

                  (1) printed in the English language or in an official language
         of the country of publication;

                  (2) customarily published on each business day in the place of
         publication; and

                  (3) of general circulation in the relevant place or in the
         financial community of such place.

                  Whenever successive publications in an Authorized Newspaper
are required, they may be made on the same or different business days and in the
same or different Authorized Newspapers.

                  "BEARER SECURITY" means a Security payable to bearer.

                  "BOARD" means the Board of Directors of the Company or any
         authorized committee of the Board.

                  "CAPITAL STOCK" means any and all shares, interests,
participations or other equivalents (however designated) of capital stock of any
person and all warrants or options to acquire such capital stock.

                  "COMPANY" means the party named as such above until a
successor replaces it and thereafter means the successor.

                  "CORPORATE TRUST OFFICE" shall mean an office of the Trustee
at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Indenture is
located at 2 Avenue de Lafayette, Boston, Massachusetts 02111-1724, Attention:
Corporate Trust/LCC6, or at any other time at such other address as the Trustee
may designate from time to time by notice to the Holders.

                  "COUPON" means an interest coupon for a Bearer Security.

                  "DEFAULT" means any event which is, or after notice or passage
of time would be, an Event of Default (as defined below).
<PAGE>   6
                  "DISCOUNTED DEBT SECURITY" means a Security where the amount
of principal due upon acceleration is less than the stated principal amount.

                  "HOLDER" or "SECURITYHOLDER" means the person in whose name a
Registered Security is registered and the bearer of a Bearer Security or coupon.

                  "INDENTURE" means this Indenture and any Securities Resolution
as amended from time to time.

                  "LIEN" means mortgage, pledge, security interest or other
lien.

                  "OFFICER" means the Chairman, any Vice-Chairman, the
President, any Executive or Senior Vice President, any Vice-President, the
Treasurer or any Assistant Treasurer, the Secretary or any Assistant Secretary
of the Company.

                  "OFFICERS' CERTIFICATE" means a certificate signed by two
Officers of the Company, and delivered to the Trustee.

                  "OPINION OF COUNSEL" means a written opinion from legal
counsel who is acceptable to the Trustee, and delivered to the Trustee. The
counsel may be an employee of or counsel to the Company.

                  "PERSON" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "PRINCIPAL" of a debt security means the principal of the
security plus the premium, if and when applicable, on the security.

                  "REGISTERED SECURITY" means a Security registered as to
principal and interest by the Registrar.

                  "SEC" means the Securities and Exchange Commission.

                  "SECURITIES" means the debt securities issued under this
Indenture.

                  "SECURITIES RESOLUTION" means a resolution authorizing a
series adopted by the Board or by a committee of Officers or an Officer pursuant
to Board delegation.

                  "SERIES" means a series of Securities or the Securities of the
series.

                  "SUBSIDIARY" of any person means (i) a corporation more than
50% of the outstanding voting stock of which is owned, directly or indirectly,
by such person or by one or more other Subsidiaries of such person or by such
person and one or more Subsidiaries thereof or (ii) any other person (other than
a corporation) in which such person, or one or more Subsidiaries of such person
or such person and one or more Subsidiaries thereof, directly or indirectly, has
at least a majority ownership and power to direct the policy, management and
affairs thereof.


                                        2
<PAGE>   7
                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.
Code Section 77aaa-77bbbb), as amended.

                  "TRADING DAY" means each day on which the securities exchange
or quotation system which is used to determine the Market Price is open for
trading or quotation.

                  "TRUSTEE" means the party named as such above until a
successor replaces it and thereafter means the successor.

                  "TRUST OFFICER" when used with respect to the Trustee, means
any officer assigned to the Corporate Trust Office, having direct responsibility
for the administration of this Indenture, and also, with respect to a particular
matter, any other officer, to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

                  "UNITED STATES" means the United States of America, its
territories and possessions and other areas subject to its jurisdiction.

SECTION 1.02.              Other Definitions.


<TABLE>
<CAPTION>
                           TERM                                               DEFINED IN SECTION
<S>                                                                           <C>
"ACTUAL KNOWLEDGE"                                                                   7.01
"BANKRUPTCY LAW"                                                                     6.01
"CONDITIONAL REDEMPTION"                                                             3.04
"CUSTODIAN"                                                                          6.01
"LEGAL HOLIDAY"                                                                      10.06
"PAYING AGENT"                                                                       2.03
"REGISTRAR"                                                                          2.03
"TREASURY REGULATIONS"                                                               2.04
"U.S. GOVERNMENT OBLIGATIONS"                                                        8.02
</TABLE>



SECTION 1.03.              Rules of Construction.

                  Unless the context otherwise requires:

                  (1)      a term has the meaning assigned to it;

                  (2)      an accounting term not otherwise defined has the
                           meaning assigned to it in accordance with generally
                           accepted accounting principles in the United States;

                  (3)      generally accepted accounting principles are those
                           applicable from time to time;

                  (4)      all terms used in this Indenture that are defined by
                           the TIA, defined by TIA reference to another statute
                           or defined by SEC rule under the TIA have the
                           meanings assigned to them by such definitions;

                  (5)      "OR" is not exclusive; and


                                        3
<PAGE>   8
                  (6)      words in the singular include the plural, and in the
                           plural include the singular.

                           ARTICLE 2 - THE SECURITIES

SECTION 2.01.              Issuable in Series.

                  The aggregate principal amount of Securities that may be
issued under this Indenture is unlimited. The Securities may be issued from time
to time in one or more series. Each series shall be created by a Securities
Resolution that establishes the terms of the series, which may include the
following:

                  (1)      the title of the series;

                  (2)      the aggregate principal amount of the series;

                  (3)      the interest rate, if any, or method of calculating
                           the interest rate;

                  (4)      the date from which interest will accrue;

                  (5)      the record dates for interest payable on Registered
                           Securities;

                  (6)      the dates when principal and interest are payable;

                  (7)      the manner of paying principal and interest;

                  (8)      the places where principal and interest are payable;

                  (9)      the Registrar and Paying Agent;

                  (10)     the terms of any mandatory or optional redemption by
                           the Company or any third party including any sinking
                           fund;

                  (11)     the terms of any redemption at the option of Holders
                           or put by the Holders;

                  (12)     the denominations in which Securities are issuable;

                  (13)     whether Securities will be issuable as Registered
                           Securities, Bearer Securities or uncertificated
                           Securities;

                  (14)     whether and upon what terms Registered Securities,
                           Bearer Securities and uncertificated Securities may
                           be exchanged;

                  (15)     whether any Securities will be represented by a
                           Security in global form;

                  (16)     the terms of any global Security;


                                        4
<PAGE>   9
                  (17)     the terms of any tax indemnity;

                  (18)     the currencies (including any composite currency) in
                           which principal or interest may be paid;

                  (19)     if payments of principal or interest may be made in a
                           currency other than that in which Securities are
                           denominated, the manner for determining such
                           payments;

                  (20)     if amounts of principal or interest may be determined
                           by reference to an index, formula or other method,
                           the manner for determining such amounts;

                  (21)     provisions for electronic issuance of Securities or
                           for Securities in uncertificated form;

                  (22)     the portion of principal payable upon acceleration of
                           a Discounted Debt Security;

                  (23)     whether any Events of Default or covenants in
                           addition to or in lieu of those set forth in this
                           Indenture have been added;

                  (24)     whether and upon what terms Securities may be
                           defeased;

                  (25)     the forms of the Securities or any coupon, which may
                           be in the form of Exhibit A or B;

                  (26)     any terms that may be required by or advisable under
                           U.S. laws; and

                  (27)     any other terms not inconsistent with this Indenture.

                  All Securities of one series need not be issued at the same
time and, unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series.

                  The creation and issuance of a series and the authentication
and delivery thereof are not subject to any conditions precedent.

SECTION 2.02.              Execution and Authentication.

                  Two Officers shall sign the Securities by manual or facsimile
signature. The Company's seal shall be reproduced on the Securities. An Officer
shall sign any coupons by facsimile signature.

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

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


                                        5
<PAGE>   10
                  Each Registered Security shall be dated the date of its
authentication. Each Bearer Security shall be dated the date of its original
issuance or as provided in the Securities Resolution.

                  Securities may have notations, legends or endorsements
required by law, stock exchange rule, agreement or usage.

                  In the event Securities are issued in electronic or other
uncertificated form, such Securities may be validly issued without the
signatures or seal contemplated by this Section 2.02.

                  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. 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.

SECTION 2.03.              Agents.

                  The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("Registrar") and an office or agency where Securities may be presented for
payment ("Paying Agent"). The Registrar shall keep a register of the Securities
and of their transfer and exchange.

                  The Company may appoint more than one Registrar or Paying
Agent for a series. The Company shall notify the Trustee in writing of the name
and address of any Agent not a party to this Indenture. If the Company does not
appoint or maintain a Registrar or Paying Agent for a series, the Trustee shall
act as such.

SECTION 2.04.              Bearer Securities.

                  U.S. laws and Treasury Regulations restrict sales or exchanges
of and payments on Bearer Securities. Therefore, except as provided below:

                  (1)      Bearer Securities will be offered, sold or delivered
                           only outside the United States and will be delivered
                           in connection with its original issuance only upon
                           presentation of a certificate in a form prescribed by
                           the Company to comply with U.S. laws and regulations.

                  (2)      Bearer Securities will not be issued in exchange for
                           Registered Securities.

                  (3)      All payments of principal and interest (including
                           original issue discount) on Bearer Securities will be
                           made outside the United States by a Paying Agent
                           located outside the United States unless the Company
                           determines that:

                           (A)      such payments may not be made by such Paying
                                    Agent because the payments are illegal or
                                    prevented by exchange controls as described
                                    in Treasury Regulation Section
                                    1.163-5(c)(2)(v); and


                                        6
<PAGE>   11
                           (B)      making the payments in the United States
                                    would not have an adverse tax effect on the
                                    Company.

                  If there is a change in the relevant provisions of U.S. laws
or Treasury Regulations or the judicial or administrative interpretation
thereof, a restriction set forth in paragraph (1), (2) or (3) above will not
apply to a series if the Company determines that the relevant provisions no
longer apply to the series or that failure to comply with the relevant
provisions would not have an adverse tax effect on the Company or on
Securityholders or cause the series to be treated as "registration-required"
obligations under U.S. law.

                  The Company shall notify the Trustee in writing of any
determinations by the Company under this Section.

                  "TREASURY REGULATIONS" means regulations of the U.S. Treasury
Department under the Internal Revenue Code of 1986, as amended.

SECTION 2.05.              Paying Agent to Hold Money in Trust.

                  The Company shall require each Paying Agent for a series other
than the Trustee to agree in writing that the Paying Agent will hold in trust
for the benefit of the persons entitled thereto all money held by the Paying
Agent for the payment of principal of or interest on the series, and will notify
the Trustee in writing of any default by the Company in making any such payment.

                  While any such default continues, the Trustee may require a
Paying Agent to pay all money so held by it to the Trustee. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent shall have no further liability
for the money.

                  If the Company or an Affiliate acts as Paying Agent for a
series, it shall segregate and hold as a separate trust fund all money held by
it as Paying Agent for the series.

SECTION 2.06.              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 semiannually and at such other times as the Trustee
may request a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders of Registered
Securities and Holders of Bearer Securities whose names are on the list referred
to below.

                  The Registrar shall keep a list of the names and addresses of
Holders of Bearer Securities who file a request to be included on such list. A
request will remain in effect for two years, and successive requests may be
made.

                  Whenever the Company or the Trustee is required to mail a
notice to all Holders of Registered Securities of a series, it also shall mail
the notice to Holders of Bearer Securities of the series whose names are on the
list.

                                        7
<PAGE>   12
                  Whenever the Company is required to publish a notice to all
Holders of Bearer Securities of a series, it also shall mail the notice to such
of them whose names are on the list.

SECTION 2.07.              Transfer and Exchange.

                  Where Registered Securities of a series are presented to the
Registrar with a request to register a transfer or to exchange them for an equal
principal amount of Registered Securities of other denominations of the same
series, the Registrar shall register the transfer or make the exchange if its
requirements for such transactions are met. To permit registrations of transfer
and exchanges, the Trustee shall authenticate Registered Securities and Bearer
Securities at the Registrar's written request.

                  The Registrar may require a Holder to pay a sum sufficient to
cover any taxes imposed on a transfer or exchange, and may require that every
Security presented or surrendered for transfer or exchange be duly endorsed or
be accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar, duly executed by the Holder thereof or such Holder's
attorney duly authorized in writing.

                  If a series provides for Registered and Bearer Securities and
for their exchange, Bearer Securities may be exchanged for Registered Securities
and Registered Securities may be exchanged for Bearer Securities as provided in
the Securities or the Securities Resolution if the requirements of the Registrar
for such transactions are met and in the case of the exchange of registered
securities for bearer securities if Section 2.04 permits the exchange.

                  The Company may elect not to exchange or register the transfer
of any Security for a period of 15 days before a selection of Securities to be
redeemed.

                  Neither the Trustee nor the Registrar shall be responsible
for determining whether any transfer of a Security complies with, or under a
duty to monitor compliance with, any federal or state securities laws that may
be applicable (including without limitation, the Securities Act or any
particular rule or regulation promulgated thereunder); provided, however, that
if a specific transfer certificate or opinion of counsel is expressly required
by the terms of the applicable Securities Resolution for such series of
Securities to be delivered to the Trustee or Registrar prior to the
registration of a proposed transfer, the Trustee or Registrar, as the case may
be, shall be under a duty to receive such certificate or opinion of counsel
prior to registration of such transfer and to examine the same to determine
whether it conforms on its face to the applicable requirements of such
Securities Resolution.

SECTION 2.08.              Replacement Securities.

                  If the Holder of a Security or coupon claims that it has been
lost, destroyed or wrongfully taken, then, in the absence of notice to the
Company or the Trustee that the Security or coupon has been acquired by a
protected purchaser, the Company shall issue a replacement Security or coupon if
the Company and the Trustee receive:

                  (1)      evidence satisfactory to them of the loss,
                           destruction or taking;

                  (2)      an indemnity bond satisfactory to them; and

                  (3)      payment of a sum sufficient to cover their expenses
                           and any taxes for replacing the Security or coupon.

A replacement Security shall have coupons attached corresponding to those, if
any, on the replaced Security.

                  Every replacement Security or coupon is an additional
obligation of the Company.

SECTION 2.09.              Outstanding Securities.

                  The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation, and those described in this Section as not outstanding.



                                        8
<PAGE>   13
                  If a Security is replaced pursuant to Section 2.08, it ceases
to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a protected purchaser.

                  If Securities are considered paid under Section 4.01, they
cease to be outstanding and interest on them ceases to accrue.

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

SECTION 2.10.              Discounted Debt Securities.

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or consent, the
principal amount of a Discounted Debt Security shall be the amount of principal
that would be due as of the date of such determination if payment of the
Security were accelerated on that date.

SECTION 2.11.              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 actually knows are so owned shall be so disregarded.

SECTION 2.12.              Global Securities.

                  If the Securities Resolution so provides, the Company may
issue some or all of the Securities of a series in temporary or permanent global
form. A global Security may be in registered form, in bearer form with or
without coupons or in uncertificated form. A global Security shall represent
that amount of Securities of a series as specified in the global Security or as
endorsed thereon from time to time. At the Company's request, or as otherwise
provided in the applicable Securities Resolution, the Trustee shall endorse a
global Security to reflect the amount of any increase or decrease in the
Securities represented thereby.

                  The Company may issue a global Security only to a depository
designated by the Company. A depository may transfer a global Security only as a
whole to its nominee or to a successor depository.

                  The Securities Resolution may establish, among other things,
the manner of paying principal and interest on a global Security and whether and
upon what terms a beneficial owner of an interest in a global Security may
exchange such interest for definitive Securities.

                  The Company, an Affiliate, the Trustee and any Agent shall not
be responsible for any acts or omissions of a depository, for any depository
records of beneficial ownership interests or for any transactions between the
depository and beneficial owners. Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee, the Registrar and any agent
of the Company or the Trustee may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of receiving any
payment on or in respect of such Security and for all other purposes whatsoever,
whether or not such Security is overdue, and neither the Company, the Trustee,
the Registrar nor any agent of the Company or the Trustee shall be affected by
notice to the contrary. Notwithstanding the foregoing, with respect to any
global Security, nothing herein shall prevent the Company, the Trustee, the
Registrar or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any depositary,
as a Holder, with respect to such global Security or impair, as between such
depositary and owners of beneficial interests in such global Security, the
operation of customary practices governing the exercise of the rights of such
depositary (or its nominee) as a Holder of such global Security.


                                        9
<PAGE>   14
SECTION 2.13.              Temporary Securities.

                  Until definitive Securities of a series are ready for
delivery, the Company may use 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. Temporary
Securities may be in global form. Temporary Bearer Securities may have one or
more coupons or no coupons. Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Securities in exchange for
temporary Securities.

SECTION 2.14.              Cancellation.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities and coupons surrendered to them for payment, exchange or
registration of transfer. The Trustee shall cancel all Securities or coupons
surrendered for payment, registration of transfer, exchange or cancellation. The
Trustee also will cancel all Bearer Securities and unmatured coupons unless the
Company requests the Trustee to hold the same for redelivery. Any Bearer
Securities so held shall be considered delivered for cancellation under Section
2.09. The Trustee shall dispose of cancelled Securities and coupons in
accordance with its record retention policies in effect at the time or shall
deliver them to the Company upon the written request of the Company.

                  Unless the Securities Resolution otherwise provides, the
Company may not issue new Securities to replace Securities that the Company has
paid or that the Company has delivered to the Trustee for cancellation.

SECTION 2.15.              Defaulted Interest.

                  If the Company defaults in a payment of interest on Registered
Securities, it need not pay the defaulted interest to Holders on the regular
record date. The Company may fix a special record date for determining Holders
entitled to receive defaulted interest, or the Company may pay defaulted
interest in any other lawful manner. At least ___ days before the special record
date, the Company shall give the Holders of Registered Securities a notice that
states the record date, payment date and amount of interest to be paid.

                             ARTICLE 3 - REDEMPTION

SECTION 3.01.              Notices to Trustee.

                  Securities of a series that are redeemable before maturity
shall be redeemable in accordance with their terms and, unless the Securities
Resolution otherwise provides, in accordance with this Article.

                  In the case of a redemption by the Company, the Company shall
notify the Trustee in writing of the redemption date and the principal amount of
Securities to be redeemed. The Company shall notify the Trustee at least 60 days
before the redemption date unless a shorter notice is satisfactory to the
Trustee.


                                       10
<PAGE>   15
                  If the Company is required to redeem Securities, it may reduce
the principal amount of Securities required to be redeemed to the extent that it
is permitted a credit against such redemption requirement by the terms of the
Securities Resolution and notifies the Trustee of the amount of such credit and
the basis for it. If the reduction is based on a credit for acquired or redeemed
Securities that the Company has not previously delivered to the Trustee for
cancellation, the Company shall deliver the Securities at the same time as the
notice.

SECTION 3.02.              Selection of Securities to Be Redeemed.

                  If less than all the Securities of a series are to be
redeemed, the Trustee shall select the Securities to be redeemed from Securities
outstanding not previously called for redemption by a method the Trustee
considers fair and appropriate. The Trustee shall make the selection from
Securities of the series outstanding not previously called for redemption. The
Trustee may select for redemption portions of the principal of Securities having
denominations larger than the minimum denomination for the series. Securities
and portions thereof selected for redemption shall be in amounts equal to the
minimum denomination for the series or an integral multiple thereof. Provisions
of this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.

SECTION 3.03.              Notice of Redemption.

                  At least 30 days before a redemption date, the Company shall
mail a notice of redemption by first-class mail to each Holder of Registered
Securities whose Securities are to be redeemed.

                  If Bearer Securities are to be redeemed, the Company shall
publish a notice of redemption in an Authorized Newspaper as provided in the
Securities.

                  A notice shall identify the Securities of the series to be
redeemed and shall state:

                  (1)      the redemption date;

                  (2)      the redemption price;

                  (3)      the name and address of the Paying Agent;

                  (4)      that Securities called for redemption, together with
                           all coupons, if any, maturing after the redemption
                           date, must be surrendered to the Paying Agent to
                           collect the redemption price;

                  (5)      that interest on Securities called for redemption
                           ceases to accrue on and after the redemption date;

                  (6)      whether the redemption by the Company is mandatory or
                           optional; and

                  (7)      whether the redemption is conditional as provided in
                           Section 3.04, and if so, the terms of the conditions,
                           and that, if the conditions are not satisfied or are
                           not waived by the Company, the Securities will not be
                           redeemed and such a failure to redeem will not
                           constitute an Event of Default.


                                       11
<PAGE>   16
                  A redemption notice given by publication need not identify
Registered Securities to be redeemed.

                  At the Company's written request, given on a timely basis the
Trustee shall give the notice of redemption in the Company's name and at its
expense.

SECTION 3.04.              Effect of Notice of Redemption.

                  Except as provided below, once notice of redemption is given,
Securities called for redemption become due and payable on the redemption date
at the redemption price stated in the notice.

                  A notice of redemption may provide that it is subject to the
occurrence of any event before the date fixed for such redemption as described
in such notice ("Conditional Redemption"), and such notice of Conditional
Redemption shall be of no effect unless all such conditions to the redemption
have occurred on or before such date or have been waived by the Company in its
sole discretion.

SECTION 3.05.              Payment of Redemption Price.

                  On or before the redemption date, the Company shall deposit
with the Paying Agent money sufficient to pay the redemption price of and
accrued interest on all Securities to be redeemed on that date.

                  When the Holder of a Security surrenders it for redemption in
accordance with the redemption notice, the Company shall pay to the Holder on
the redemption date the redemption price and accrued interest to such date,
except that:

                  (1)      the Company will pay any such interest (except
                           defaulted interest) to Holders on the record date of
                           Registered Securities if the redemption date occurs
                           on an interest payment date; and

                  (2)      the Company will pay any such interest to Holders of
                           coupons that mature on or before the redemption date
                           upon surrender of such coupons to the Paying Agent.

                  Coupons maturing after the redemption date on a called
Security are void absent a payment default on that date. Nevertheless, if a
Holder surrenders for redemption a Bearer Security missing any such coupons, the
Company may deduct the face amount of such coupons from the redemption price. If
thereafter the Holder surrenders to the Paying Agent the missing coupons, the
Company will return the amount so deducted. The Company may waive surrender of
the missing coupons if it receives an indemnity bond satisfactory to the
Company.

SECTION 3.06.              Securities Redeemed in Part.

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


                                       12
<PAGE>   17
                              ARTICLE 4 - COVENANTS

SECTION 4.01.              Payment of Securities.

                  The Company shall pay the principal of and interest on a
series in accordance with the terms of the Securities for the series, any
related coupons, and this Indenture. Principal and interest on a series shall be
considered paid on the date due if the Paying Agent for the series holds on that
date money sufficient to pay all principal and interest then due on the series.

SECTION 4.02.              Overdue Interest.

                  Unless the Securities Resolution otherwise provides, the
Company shall pay interest on overdue principal of a Security of a series at the
rate (or yield to maturity in the case of a Discounted Debt Security) borne by
the series; the Company shall pay interest on overdue installments of interest
at the same rate or yield to maturity to the extent lawful.

SECTION 4.03.              Compliance Certificate.

                  The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company, a brief certificate signed by
the principal executive officer, principal financial officer or principal
accounting officer of the Company, as to the signer's knowledge of the Company's
compliance with all conditions and covenants under this Indenture (determined
without regard to any period of grace or requirement of notice provided herein).

                  Any other obligor on the Securities shall also deliver to the
Trustee such a certificate as to its compliance with this Indenture within 120
days after the end of each of its fiscal years.

                  The certificates need not comply with Section 10.04.

SECTION 4.04.              SEC Reports.

                  Unless the Securities Resolution otherwise provides, the
Company shall file with the Trustee, within 15 days after the Company is
required to file the same with the SEC, copies of the annual reports and of the
information, documents, and other reports (or such portions of the foregoing as
the SEC may prescribe) which the Company is required to file with the SEC
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. The
filing of any reports hereunder with the Trustee by the Company shall not
impose or imply any duty or obligation on the part of the Trustee to examine or
evaluate the same.



                  Any other obligor on the Securities shall do likewise as to
the above items which it is required to file with the SEC pursuant to those
sections.

                             ARTICLE 5 - SUCCESSORS

SECTION 5.01.              When Company May Merge, etc.

                  Unless the Securities Resolution establishing a series
otherwise provides with respect to that series, the Company shall not
consolidate with or merge into, or transfer all or substantially all of its
assets to, any person in any transaction in which the Company is not the
survivor unless:


                                       13
<PAGE>   18
                  (1)      the person is organized under the laws of the United
                           States or a State thereof or is organized under the
                           laws of a foreign jurisdiction and consents to the
                           jurisdiction of the courts of the United States or a
                           State thereof;

                  (2)      the person assumes by supplemental indenture all the
                           obligations of the Company under this Indenture, the
                           Securities and any coupons; and

                  (3)      immediately after the transaction no Default exists.

                  The successor shall be substituted for the Company, and
thereafter all obligations of the Company under this Indenture, the Securities
and any coupons shall terminate.

                        ARTICLE 6 - DEFAULTS AND REMEDIES

SECTION 6.01.              Events of Default.

                  Unless the Securities Resolution otherwise provides, an "Event
of Default" on a series occurs if:

                  (1)      the Company defaults in any payment of interest on
                           any Securities of the series when the same becomes
                           due and payable and the Default continues for a
                           period of 60 days;

                  (2)      the Company defaults in the payment of the principal
                           or premium, if any, of any Securities of the series
                           when the same becomes due and payable at maturity or
                           upon redemption, acceleration or otherwise, and such
                           default shall continue for five or more days;

                  (3)      the Company defaults in the payment or satisfaction
                           of any sinking fund obligation with respect to any
                           Securities of the series as required by the
                           Securities Resolution establishing such series and
                           the Default continues for a period of 60 days;

                  (4)      the Company defaults in the performance of any of its
                           other agreements applicable to the series and the
                           Default continues for 90 days after the notice
                           specified below;

                  (5)      the Company pursuant to or within the meaning of any
                           Bankruptcy Law:

                           (A)      commences a voluntary case,

                           (B)      consents to the entry of an order for relief
                                    against it in an involuntary case,

                           (C)      consents to the appointment of a Custodian
                                    for it or for all or substantially all of
                                    its property, or


                                       14
<PAGE>   19
                           (D)      makes a general assignment for the benefit
                                    of its creditors;

                  (6)      a court of competent jurisdiction enters an order or
                           decree under any Bankruptcy Law that:

                           (A)      is for relief against the Company in an
                                    involuntary case,

                           (B)      appoints a Custodian for the Company or for
                                    all or substantially all of its property, or

                           (C)      orders the liquidation of the Company;

                           (D)      and the order or decree remains unstayed and
                                    in effect for 60 days; or

                  (7) there occurs any other Event of Default provided for in
the Securities Resolution for the series.

                  The term "BANKRUPTCY LAW" means Title 11, U.S. Code or any
similar Federal or State law for the relief of debtors. The term "CUSTODIAN"
means any receiver, trustee, assignee, liquidator or a similar official under
any Bankruptcy Law.

                  A Default under clause (4) is not an Event of Default until
the Trustee or the Holders of at least 25% in principal amount of the series
notify the Company of the Default and the Company does not cure the Default
within the time specified after receipt of the notice. The notice must specify
the Default, demand that it be remedied and state that the notice is a "Notice
of Default." If Holders notify the Company of a Default, they shall notify the
Trustee at the same time.

                  The failure to redeem any Security subject to a Conditional
Redemption is not an Event of Default if any event on which such redemption is
so conditioned does not occur and is not waived before the scheduled redemption
date.

SECTION 6.02.              Acceleration.

                  If an Event of Default occurs and is continuing on a series,
the Trustee by notice to the Company, or the Holders of at least 25% in
principal amount of the series by notice to the Company and the Trustee, may
declare the principal of and accrued interest on all the Securities of the
series to be due and payable immediately. Discounted Debt Securities may provide
that the amount of principal due upon acceleration is less than the stated
principal amount.

                  The Holders of a majority in principal amount of the series by
notice to the Trustee 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 on the series have been cured or waived except nonpayment of
principal or interest that has become due solely because of the acceleration.


                                       15
<PAGE>   20
SECTION 6.03.              Other Remedies.

                  If an Event of Default occurs and is continuing on a series,
the Trustee may pursue any available remedy to collect principal or interest
then due on the series, to enforce the performance of any provision applicable
to the series, or otherwise to protect the rights of the Trustee and Holders of
the series.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or coupons 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. All remedies are cumulative to the extent permitted by law.

SECTION 6.04.              Waiver of Past Defaults.

                  Unless the Securities Resolution otherwise provides, the
Holders of a majority in principal amount of a series by notice to the Trustee
may waive an existing Default on the series and its consequences except:

                  (1)      a Default in the payment of the principal of or
                           interest on the series, or

                  (2)      a Default in respect of a provision that under
                           Section 9.02 cannot be amended without the consent of
                           each Securityholder affected.

                  (3)      a Default in respect of a provision for the personal
                           benefit or protection of the Trustee, without the
                           Trustee's consent.


SECTION 6.05.              Control by Majority.

                  The Holders of a majority in principal amount of a series may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or of exercising any trust or power conferred on the
Trustee, with respect to the series. However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture, is unduly prejudicial
to the rights of other Securityholders or if the Trustee shall determine that
the action or direction might involve the Trustee in personal liability.

SECTION 6.06.              Limitation on Suits.

                  A Securityholder of a series may pursue a remedy with respect
to the series only if:

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

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

                  (3)      such Holder or Holders offer to the Trustee indemnity
                           satisfactory to the Trustee against any loss,
                           liability or expense;


                                       16
<PAGE>   21
                  (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 series do not give the
                           Trustee a direction inconsistent with such 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 6.07.              Collection Suit by Trustee.

                  If an Event of Default in payment of interest, principal or
sinking fund specified in Section 6.01(1), (2) or (3) occurs and is continuing
on a series, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of principal and
interest remaining unpaid on the series.

SECTION 6.08.              Priorities.

                  If the Trustee collects any money for a series pursuant to
this Article, it shall pay out the money in the following order:

                  First:  to the Trustee for amounts due under Section 7.07;

                  Second: to Securityholders of the series for amounts due and
         unpaid for principal and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable for
         principal and interest, respectively; and

                  Third:  to the Company.

                  The Trustee may fix a payment date for any payment to
Securityholders.

                               ARTICLE 7 - TRUSTEE

SECTION 7.01.              Certain Duties and Responsibilities.

                  The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act. Notwithstanding the foregoing, 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.
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affect the liability of or affording protection to
the Trustee shall be subject to the provisions of this Section.


                                       17
<PAGE>   22
SECTION 7.02.              Rights of Trustee.

                  (1)      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.

                  (2)      Before the Trustee acts or refrains from acting, it
                           may require an Officers' Certificate and/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 the Certificate or Opinion.

                  (3)      The Trustee may act through agents, attorneys,
                           custodians and nominees and shall not be responsible
                           for the misconduct or negligence of any agent,
                           attorney, custodian or nominee appointed with due
                           care.

                  (4)      The Trustee shall not be liable for any action it
                           takes or omits to take in good faith in accordance
                           with a direction received by it pursuant to Section
                           6.05.

                  (5)      The Trustee may refuse to perform any duty or
                           exercise any right or power which it reasonably
                           believes may expose it to any loss, liability or
                           expense unless it receives indemnity satisfactory to
                           it against such loss, liability or expense.

                  (6)      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.

                  (7)      The Trustee shall have no duty with respect to a
                           Default unless it has actual knowledge of the
                           Default. As used herein, the term "actual knowledge"
                           means the actual fact or statement of knowing,
                           without any duty to make any investigation with
                           regard thereto.

                  (8)      The Trustee shall not be liable for any action it
                           takes or omits to take in good faith which it
                           believes to be authorized and within its powers.

                  (9)      Any Agent shall have the same rights and be protected
                           to the same extent as if it were Trustee.

                  (10)     The Trustee shall not be required to give any bond or
                           surety in respect of the performance of its powers
                           and duties hereunder.

                  (11)     The Trustee shall be under no obligation to exercise
                           any of the rights or powers vested in it by this
                           Indenture at the request or direction of any of the
                           Holders pursuant to this Indenture, unless such
                           Holders shall have offered to the Trustee reasonable
                           security or indemnity against the costs, expenses and
                           liabilities which might be incurred by it in
                           compliance with such request or direction;

                  (12)     Any permissive power or authority granted to the
                           Trustee under this Indenture shall not be conserved
                           to be a duty.



                                       18
<PAGE>   23
SECTION 7.03.              Individual Rights of Trustee.

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

SECTION 7.04.              Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities or any coupons; it shall not be
accountable for the Company's use of the proceeds from the Securities; it shall
not be responsible for any statement in the Securities or any coupons other than
its authentication.

SECTION 7.05.              Notice of Defaults.

                  If a Default occurs and is continuing on a series and if the
Trustee has actual knowledge of such Default, the Trustee shall mail a notice of
the Default within 90 days after it occurs to Holders of Registered Securities
of the series. Except in the case of a Default in payment on a series, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the interest
of Holders of the series. The Trustee shall withhold notice of a Default
described in Section 6.01(4) until at least 90 days after it occurs.

SECTION 7.06.              Reports by Trustee to Holders.

                  Any report required by TIA Section 313(a) to be mailed to
Securityholders shall be mailed by the Trustee on or before July 15 of each
year.

                  A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange on which any
Securities are listed. The Company shall notify the Trustee when any Securities
are listed on a stock exchange.

SECTION 7.07.              Compensation and Indemnity.

                  The Company shall pay to the Trustee from time to time
reasonable compensation for its services. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred by it. Such expenses shall include the
reasonable compensation and expenses of the Trustee's agents and counsel.

                  The Company shall indemnify the Trustee (and its directors,
officers, employees and agents) and hold it harmless against any loss or
liability incurred by it in connection with the acceptance or administration of
the trust or trusts hereunder. The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity. The Company shall defend the claim
and the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent.


                                       19
<PAGE>   24
                  The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through the Trustee's
negligence or willful misconduct.

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

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(5) or (6) occurs, such expenses and
the compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  The provisions of this Section shall survive any termination
or discharge of this Indenture (including without limitation any termination
under any Bankruptcy Law) and the resignation or removal of the Trustee.

SECTION 7.08.              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 may appoint a successor Trustee with the
Company's consent.

                  The Company may remove the Trustee if:

                  (1)      the Trustee fails to comply with TIA Section 310(a)
                           or Section 310(b) or with Section 7.09;

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

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

                  (4)      the Trustee becomes incapable of acting; or

                  (5)      an event of the kind described in Section 6.01(5) or
                           (6) occurs with respect to the Trustee.

                  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.

                  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 a majority in principal amount of the Securities may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.


                                       20
<PAGE>   25
                  If the Trustee fails to comply with TIA Section 310(a) or
Section 310(b) or with Section 7.10, any Securityholder may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon 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 Holders of Registered Securities. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07.

SECTION 7.09.              Successor Trustee by Merger, etc.

                  If the Trustee consolidates, 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.

SECTION 7.10.              Trustee's Capital and Surplus.

                  The Trustee, or the bank holding company of which the Trustee
is a wholly owned Subsidiary, at all times shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published report
of financial condition.

                       ARTICLE 8 - DISCHARGE OF INDENTURE

SECTION 8.01.              Defeasance.

                  Securities of a series may be defeased in accordance with
their terms and, unless the Securities Resolution otherwise provides, in
accordance with this Article.

                  The Company at any time may terminate as to a series all of
its obligations under this Indenture, the Securities of the series and any
related coupons ("legal defeasance option"). The Company at any time may
terminate as to a series its obligations, if any, under any restrictive
covenants which may be applicable to a particular series ("covenant defeasance
option"). However, in the case of the legal defeasance option, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.06, 7.07 and 8.04
shall survive until the Securities of the series are no longer outstanding;
thereafter the Company's obligations in Section 7.07 shall survive.

                  The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. If the
Company exercises its legal defeasance option, a series may not be accelerated
because of an Event of Default. If the Company exercises its covenant defeasance
option, a series may not be accelerated by reference to any restrictive
covenants which may be applicable to such series.

                  The Trustee upon written request (subject to Section 8.02)
shall acknowledge in writing the discharge of those obligations or restrictions
that the Company terminates by defeasance.


                                                        21

<PAGE>   26
SECTION 8.02. Conditions to Defeasance.

                  The Company may exercise as to a series its legal defeasance
option or its covenant defeasance option if:

                  (1)      the Company irrevocably deposits in trust with the
                           Trustee (under terms reasonably acceptable to the
                           Trustee) or another trustee money or U.S. Government
                           Obligations;

                  (2)      the Company delivers to the Trustee a certificate
                           from a nationally recognized firm of independent
                           accountants expressing their opinion that the
                           payments of principal and interest when due on the
                           deposited noncallable U.S. Government Obligations
                           without reinvestment plus any deposited money without
                           investment will provide cash at such times and in
                           such amounts as will be sufficient to pay principal
                           and interest when due on all the Securities of the
                           series to maturity or redemption, as the case may be;

                  (3)      the Company deliver to the Trustee an Officers'
                           certificate stating that immediately after the
                           deposit no Default exists;

                  (4)      the Company deliver an Officers' Certificate stating
                           that the deposit does not constitute a default under
                           any other agreement binding on the Company;

                  (5)      the deposit does not cause the Trustee to have a
                           conflicting interest under TIA Section 310(a) or
                           Section 310(b) as to another series;

                  (6)      the Company delivers to the Trustee an Opinion of
                           Counsel to the effect that Holders of the series will
                           not recognize income, gain or loss for Federal income
                           tax purposes as a result of the defeasance; and

                  (7)      91 days pass after the deposit is made and during the
                           91-day period no Default specified in Section 6.01(5)
                           or (6) occurs that is continuing at the end of the
                           period.

                  Before or after a deposit the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

                  "U.S. GOVERNMENT OBLIGATIONS" means direct obligations of (i)
the United States or (ii) an agency or instrumentality of the United States, the
payment of which is unconditionally guaranteed by the United States, which, in
either case, have the full faith and credit of the United States pledged for
payment and which are not callable at the issuer's option, or certificates
representing an ownership interest in such obligations.

SECTION 8.03. Application of Trust Money.

                  The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.02. It shall apply the
deposited money and the money from U.S. Government


                                       22
<PAGE>   27
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal and interest on Securities of the defeased series.

SECTION 8.04. Repayment to Company.

                  The Trustee and the Paying Agent shall promptly turn over to
the Company upon request any excess money or securities held by them at any
time.

                  The Trustee and the Paying Agent shall pay to the Company upon
written request any money held by them for the payment of principal or interest
that remains unclaimed for two years. After payment to the Company,
Securityholders entitled to the money must look to the Company for payment as
unsecured general creditors unless an abandoned property law designates another
person and all liability of the Trustee and paying agent with respect to such
money shall cease.

                             ARTICLE 9 - AMENDMENTS

SECTION 9.01. Without Consent of Holders.

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

                  (1)      to cure any ambiguity, omission, defect or
                           inconsistency;

                  (2)      to comply with Section 5.01(2);

                  (3)      to provide that specific provisions of this Indenture
                           shall not apply to a series not previously issued;

                  (4)      to create a series and establish its terms pursuant
                           to Section 2.01;

                  (5)      to provide for a separate Trustee for one or more
                           series;

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

                  (7)      any other amendment provided for in the securities
                           resolution or supplemental indenture.

SECTION 9.02. With Consent of Holders.

                  Unless the Securities Resolution otherwise provides, the
Company and the Trustee may amend this Indenture, the Securities and any coupons
with the written consent of the Holders of a majority in principal amount of the
Securities of all series affected by the amendment voting as one class. However,
without the consent of each Securityholder affected, an amendment under this
Section may not:

                  (1)      reduce the amount of Securities whose Holders must
                           consent to an amendment;


                                       23
<PAGE>   28
                  (2)      reduce the interest on or change the time for payment
                           of interest on any Security;

                  (3)      change the fixed maturity of any Security;

                  (4)      reduce the principal of any non-Discounted Debt
                           Security or reduce the amount of principal of any
                           Discounted Debt Security that would be due upon an
                           acceleration thereof;

                  (5)      change the currency in which principal or interest on
                           a Security is payable;

                  (6)      make any change that materially adversely affects the
                           right to convert any Security;

                  (7)      make any change in Section 6.04 or 9.02, except to
                           increase the amount of Securities whose Holders must
                           consent to an amendment or waiver or to provide that
                           other provisions of this Indenture cannot be amended
                           or waived without the consent of each Securityholder
                           affected thereby; or

                  (8)      any other amendment or waiver provided for in the
                           securities resolution or supplemental indenture.

                  An amendment of a provision included solely for the benefit of
one or more series does not affect Securityholders of any other series.

                  Securityholders need not consent to the exact text of a
proposed amendment or waiver; it is sufficient if they consent to the substance
thereof.

SECTION 9.03. Compliance with Trust Indenture Act.

                  Every amendment pursuant to Section 9.01 or 9.02 shall be set
forth in a supplemental indenture (except any amendment pursuant to Section
9.01(4), which may be set forth in a Securities Resolution) that complies with
the TIA.

                  If a provision of the TIA requires or permits a provision of
this Indenture and the TIA provision is amended, then the Indenture provision
shall be automatically amended to like effect.

SECTION 9.04. Effect of Consents.

                  An amendment or waiver becomes effective in accordance with
its terms and thereafter binds every Securityholder entitled to consent to it.

                  A consent to an amendment or waiver by a Holder of a Security
is a continuing consent by the Holder and every subsequent Holder of a Security
that evidences the same debt as the consenting Holder's Security. Any Holder or
subsequent Holder may revoke the consent as to his Security if the Trustee
receives notice of the revocation before the amendment or waiver becomes
effective.


                                       24
<PAGE>   29
                  The Company may fix a record date for the determination of
Holders of Registered Securities entitled to give a consent. The record date
shall not be less than 10 nor more than 60 days prior to the first written
solicitation of Securityholders.

SECTION 9.05. Notation on or Exchange of Securities.

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

SECTION 9.06. Trustee Protected.

                  The Trustee need not sign any supplemental indenture that
adversely affects its rights, liabilities, obligations or immunities. The
Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Opinion of Counsel and an Officers' Certificate each stating that the
execution of any amendment or supplement or waiver authorized pursuant to this
Article is authorized or permitted by this Indenture, and that such amendment or
supplement or waiver constitutes the legal, valid and binding obligation of the
Company.

                           ARTICLE 10 - MISCELLANEOUS

SECTION 10.01. Trust Indenture Act.

                  The provisions of TIA Sections 310 through 317 that
impose duties on any person (including the provisions automatically deemed
included herein unless expressly excluded by this Indenture) are a part of and
govern this Indenture, whether or not expressly set forth herein.

                  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. If any provision of
this Indenture modifies or excludes any provision of the TIA that may be so
modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or excluded, as the case may be.

SECTION 10.02. Notices.

                  Any notice by one party to another is duly given if in writing
and delivered in person, sent by facsimile transmission confirmed by mail or
mailed by first-class mail to the other's address shown below:

                           Company:

                           Cable Design Technologies Corporation
                           Foster Plaza 7
                           661 Andersen Drive
                           Pittsburgh, Pennsylvania 15220
                           Fax:  (412) 937-9690



                                       25
<PAGE>   30
               Trustee:

               if mailed by first class mail, to: State Street Bank and Trust
               Company, Corporate Trust Division, P.O. Box 778, Boston, MA
               02102-0778, Attention: Ronald P. Chin (Re: Cable Design
               Technologies);

               or if sent by other means, to: State Street Bank and Trust
               Company, Corporate Trust Division, 2 Avenue de Lafayette, 6th
               Floor, Boston, MA 02111-1724, Attention: Ronald P. Chin (Re:
               Cable Design Technologies), (facsimile: 617-662-1466);

                  A party by notice to the other parties may designate
additional or different addresses for subsequent notices.

                  Any notice mailed to a Securityholder shall be mailed to his
address shown on the register kept by the Registrar or on the list referred to
in Section 2.06. Failure to mail a notice to a Securityholder or any defect in a
notice mailed to a Securityholder shall not affect the sufficiency of the notice
mailed to other Securityholders or the sufficiency of any published notice.

                  If a notice is mailed in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives it.

                  If the Company mails a notice to Securityholders, it shall
mail a copy to the Trustee and each Agent at the same time.

                  If in the Company's opinion it is impractical to mail a notice
required to be mailed or to publish a notice required to be published, the
Company may give such substitute notice as the Trustee approves, and the Trustee
shall have no liability for giving such approval. Failure to publish a notice as
required or any defect in it shall not affect the sufficiency of any mailed
notice.

                  All notices shall be in the English language, except that any
published notice may be in an official language of the country of publication.

                  A "notice" includes any communication required by this
Indenture.

SECTION 10.03. 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 if so requested
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.


                                       26
<PAGE>   31
SECTION 10.04. Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture 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, he
                           has made 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 10.05. Rules by Company and Agents.

                  The Company may make reasonable rules for action by or a
meeting of Securityholders. An Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 10.06. No Lien Created, etc.

                  Except as provided in Section 7.07, this Indenture and the
Securities do not create a Lien, charge or encumbrance on any property of the
Company or any Subsidiary.

SECTION 10.07. Legal Holidays.

                  A "LEGAL HOLIDAY" is a Saturday, a Sunday or a day on which
banking institutions are not required to be open. If a payment date is a Legal
Holiday at a place of payment, unless the Securities Resolution establishing a
series otherwise provides with respect to Securities of the series, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.

SECTION 10.08. No Recourse Against Others.

                  All liability described in the Securities of any director,
officer, employee or stockholder, as such, of the Company is waived and
released.

SECTION 10.09. Duplicate Originals.

                  The parties may sign any number of copies of this Indenture.
One signed copy is enough to prove this Indenture.


                                       27
<PAGE>   32
SECTION 10.10. Governing Law.

                  The laws of the State of New York shall govern this Indenture,
the Securities and any coupons, unless federal law governs.



                                       28
<PAGE>   33
                                   SIGNATURES


Dated;             ,                    CABLE DESIGN TECHNOLOGIES
                                        CORPORATION

                                        By:
                                             Name:
                                             Address:
Dated:             ,                    State Street Bank and Trust Company,
                                        as Trustee


                                        By:
                                             Name:
                                             Address:


                                       S-1
<PAGE>   34
                                    EXHIBIT A
                          A Form of Registered Security

No.                                                               $


CABLE DESIGN TECHNOLOGIES CORPORATION
[TITLE OF SECURITY]

Cable Design Technologies Corporation
promises to pay to

or registered assigns
the principal sum of               Dollars on        ,

Interest Payment Dates:
         Record Dates:

                                                    Dated:

                                                    CABLE DESIGN TECHNOLOGIES
                                                    CORPORATION


                                                    by

                                             (SEAL)


Authenticated: This is one of the Securities               Chairman of the Board
referred to in the within-mentioned Indenture.

State Street Bank and Trust Company, as
  Trustee

By

---------------------
Authorized Signature                                 Vice President


                                       A-1
<PAGE>   35
CABLE DESIGN TECHNOLOGIES CORPORATION
[TITLE OF SECURITY]
[EXPLANATORY NOTES FOLLOW EXHIBIT B]


1.       INTEREST.(1)

                  Cable Design Technologies Corporation ("Company"), a
                  corporation organized and existing under the laws of the State
                  of Delaware, promises to pay interest on the principal amount
                  of this Security at the rate per annum shown above. The
                  Company will pay interest on            and     of each year
                  commencing             , 20__. 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               ,
                  20__. Interest will be computed on the basis of a 360-day year
                  of twelve 30-day months.

2.       METHOD OF PAYMENT.(2)

                  The Company will pay interest on the Securities to the persons
                  who are registered holders of Securities at the close of
                  business on the record date for the next interest payment
                  date, except as otherwise provided in the Indenture. Holders
                  must surrender Securities to a Paying Agent to collect
                  principal payments. The Company will pay principal and
                  interest in money of the United States that at the time of
                  payment is legal tender for payment of public and private
                  debts. The Company may pay principal and interest by check
                  payable in such money. It may mail an interest check to a
                  holder's registered address.

3.       AGENTS.

                  Initially,             Attention:               , will act as
                  Paying Agent and Registrar. The Company may change any Paying
                  Agent or Registrar without notice or provide for more than one
                  such agent. The Company or any Affiliate may act in any such
                  capacity.

4.       INDENTURE.

                  The Company issued the securities of this series
                  ("Securities") under an Indenture dated as of               ,
                  ("Indenture") between the Company and
                  ("Trustee"). The terms of the Securities include those stated
                  in the Indenture and in the Securities Resolution creating the
                  Securities and those made part of the Indenture by the Trust
                  Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb), as
                  amended. Securityholders are referred to the Indenture, the
                  Securities Resolution and the Act for a statement of such
                  terms.


                                       A-2
<PAGE>   36
5.       OPTIONAL REDEMPTION.(3)

                  On or after                  , the Company may redeem all the
                  Securities at any time or some of them from time to time at
                  the following redemption prices (expressed in percentages of
                  principal amount), plus accrued interest to the redemption
                  date.

                  If redeemed during the 12-month period beginning,

                  Year       Percentage        Year       Percentage

                  and thereafter at 100%.

6.       MANDATORY REDEMPTION.(4)

                  The Company will redeem $         principal amount of
                  Securities on                and on each            thereafter
                  through                   at a redemption price of 100% of
                  principal amount, plus accrued interest to the redemption
                  date.(5) The Company may reduce the principal amount of
                  Securities to be redeemed pursuant to this paragraph by
                  subtracting 100% of the principal amount (excluding premium)
                  of any Securities (i) that the Company has acquired or that
                  the Company has redeemed other than pursuant to this paragraph
                  and (ii) that the Company has delivered to the Registrar for
                  cancellation. The Company may so subtract the same Security
                  only once.

7.       ADDITIONAL OPTIONAL REDEMPTION.(6)

                  In addition to redemptions pursuant to the above paragraph(s),
                  the Company may redeem not more than $       principal amount
                  of Securities on                  and on each thereafter
                  through                   at a redemption price of 100% of
                  principal amount, plus accrued interest to the redemption
                  date.

8.       NOTICE OF REDEMPTION.(7)

                  Notice of redemption will be mailed at least 30 days before
                  the redemption date to each holder of Securities to be
                  redeemed at his registered address.

                  A notice of redemption may provide that it is subject to the
                  occurrence of any event before the date fixed for such
                  redemption as described in such notice ("Conditional
                  Redemption") and such notice of Conditional Redemption shall
                  be of no effect unless all such conditions to the redemption
                  have occurred before such date or have been waived by the
                  Company.

9.       DENOMINATIONS, TRANSFER, EXCHANGE.

                  The Securities are in registered form without coupons in
                  denominations of $1,0008 and whole multiples of $1,000. The
                  transfer of Securities may be registered and Securities may be
                  exchanged as provided in the Indenture. The Trustee may
                  require a holder, among other things, to furnish appropriate
                  endorsements and transfer documents and to


                                       A-3
<PAGE>   37
                  pay any taxes and fees required by law or the Indenture. The
                  Trustee need not exchange or register the transfer of any
                  Security or portion of a Security selected for redemption.
                  Also, it need not exchange or register the transfer of any
                  Securities for a period of 15 days before a selection of
                  Securities to be redeemed.

10.      PERSONS DEEMED OWNERS.

                  The registered holder of a Security may be treated as its
                  owner for all purposes.

11.      AMENDMENTS AND WAIVERS.

                  Subject to certain exceptions, the Indenture or the Securities
                  may be amended with the consent of the holders of a majority
                  in principal amount of the securities of all series affected
                  by the amendment.(9) Subject to certain exceptions, a default
                  on a series may be waived with the consent of the holders of a
                  majority in principal amount of the series.

                  Without the consent of any Securityholder, the Indenture or
                  the Securities may be amended, among other things, to cure any
                  ambiguity, omission, defect or inconsistency; to provide for
                  assumption of Company obligations to Securityholders; or to
                  make any change that does not materially adversely affect the
                  rights of any Securityholder.

12.      RESTRICTIVE COVENANTS.(10)

                  The Securities are unsecured general obligations of the
                  Company limited to $ principal amount. The Indenture does not
                  limit other unsecured debt.

13.      SUCCESSORS.

                  When a successor assumes all the obligations of the Company
                  under the Securities and the Indenture, the Company will be
                  released from those obligations.

14.      DEFEASANCE PRIOR TO REDEMPTION OR MATURITY.(11)

                  Subject to certain conditions, the Company at any time may
                  terminate some or all of its obligations under the Securities
                  and the Indenture if the Company deposits with the Trustee
                  money or U.S. Government Obligations for the payment of
                  principal and interest on the Securities to redemption or
                  maturity. U.S. Government Obligations are securities backed by
                  the full faith and credit of the United States of America or
                  certificates representing an ownership interest in such
                  Obligations.

15.      DEFAULTS AND REMEDIES.

                  An Event of Default(12) includes: default for 60 days in
                  payment of interest on the Securities; default in payment of
                  principal on the Securities; default for 60 days in payment
                  or satisfaction of any sinking fund obligation; default by
                  the Company for a specified period after notice to it in the
                  performance of any of its other agreements applicable to the
                  Securities; certain events of bankruptcy or insolvency; and
                  any other


                                       A-4
<PAGE>   38
                  Event of Default provided for in the series. If an Event of
                  Default occurs and is continuing, the Trustee or the holders
                  of at least 25% in principal amount of the Securities may
                  declare the principal(13) of all the Securities to be due and
                  payable immediately. 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 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 interest) if it determines
                  that withholding notice is in their interests. The Company
                  must furnish an annual compliance certificate to the Trustee.

16.      TRUSTEE DEALINGS WITH COMPANY.

                                   , the Trustee 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.

17.      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 the Indenture or 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.

18.      AUTHENTICATION.

                  This Security shall not be valid until authenticated by a
                  manual signature of the Trustee (or an Authenticating Agent
                  acting on its behalf).

19.      ABBREVIATIONS.

                  Customary abbreviations may be used in the name of a
                  Securityholder or an assignee, such as: TEN COM (= tenants in
                  common), TEN ENT (= tenants by the entirety), 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).

                  THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE AND THE SECURITIES RESOLUTION
WHICH CONTAINS THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE
TO: CABLE DESIGN TECHNOLOGIES CORPORATION, FOSTER PLAZA 7, 661 ANDERSEN DRIVE,
PITTSBURGH, PENNSYLVANIA 15220, ATTENTION: TREASURER.


                                       A-5
<PAGE>   39
                                    EXHIBIT B

                            A Form of Bearer Security

No.                                                          $

CABLE DESIGN TECHNOLOGIES CORPORATION
[TITLE OF SECURITY]
[EXPLANATORY NOTES FOLLOW             ]

Cable Design Technologies Corporation
promises to pay to bearer

the principal sum of                Dollars on       ,

Interest Payment Dates:


         Dated:

                                                    CABLE DESIGN TECHNOLOGIES
                                                    CORPORATION


                                                    by

                                           (SEAL)

Authenticated: This is one of the          Chairman of the Board
Securities referred to in the
within-mentioned Indenture.

[NAME OF TRUSTEE], as
  Trustee

By

---------------------
Authorized Signature                                          Vice President


                                       B-1
<PAGE>   40
CABLE DESIGN TECHNOLOGIES CORPORATION
[TITLE OF SECURITY]

1.       INTEREST.(1)

                  Cable Design Technologies Corporation ("Company"), a
                  corporation organized and existing under the laws of the State
                  of Delaware, promises to pay to bearer interest on the
                  principal amount of this Security at the rate per annum shown
                  above. The Company will pay interest on           and
                  of each year commencing                 , 20__. 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,
                  20__. Interest will be computed on the basis of a 360-day
                  year of twelve 30-day months.

2.       METHOD OF PAYMENT.(2)

                  Holders must surrender Securities and any coupons to a Paying
                  Agent to collect principal and interest payments. The Company
                  will pay principal and interest in money of the United States
                  that at the time of payment is legal tender for payment of
                  public and private debts. The Company may pay principal and
                  interest by check payable in such money.

3.       AGENTS.

                  Initially,               , Attention:                   , will
                  act as Paying Agent and Registrar. The Company may change any
                  Paying Agent or Registrar without notice or provide for more
                  than one such agent. The Company or any Affiliate may act in
                  any such capacity.

4.       INDENTURE.

                  The Company issued the securities of this series
                  ("Securities") under an Indenture dated as of        ,
                  ("Indenture") between the Company and            ("Trustee").
                  The terms of the Securities include those stated in the
                  Indenture and the Securities Resolution and those made part of
                  the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code
                  Sections 77aaa-77bbbb), as amended. Securityholders are
                  referred to the Indenture, the Securities Resolution and the
                  Act for a statement of such terms.

5.       OPTIONAL REDEMPTION.(3)

                  On or after                 , the Company may redeem all the
                  Securities at any time or some of them from time to time at
                  the following redemption prices (expressed in percentages of
                  principal amount), plus accrued interest to the redemption
                  date.

                  If redeemed during the 12-month period beginning,
                  Year              Percentage       Year            Percentage

                  and thereafter 100%.


                                       B-2
<PAGE>   41
6.       MANDATORY REDEMPTION.(4)

                  The Company will redeem $       principal amount of Securities
                  on       and on each          thereafter through            at
                  a redemption price of 100% of principal amount, plus accrued
                  interest to the redemption date.(5) The Company may reduce the
                  principal amount of Securities to be redeemed pursuant to this
                  paragraph by subtracting 100% of the principal amount
                  (excluding premium) of any Securities (i) that the Company has
                  acquired or that the Company has redeemed other than pursuant
                  to this paragraph and (ii) that the Company has delivered to
                  the Registrar for cancellation. The Company may so subtract
                  the same Security only once.

7.       ADDITIONAL OPTIONAL REDEMPTION.(6)

                  In addition to redemptions pursuant to the above paragraph(s),
                  the Company may redeem not more than $        principal amount
                  of Securities on              and on each           thereafter
                  through     at a redemption price of 100% of principal amount,
                  plus accrued interest to the redemption date.

8.       NOTICE OF REDEMPTION.(7)

                  Notice of redemption will be published once in an Authorized
                  Newspaper in the City of New York and if the Securities are
                  listed on any stock exchange located outside the United States
                  and such stock exchange so requires, in any other required
                  city outside the United States at least 30 days before the
                  redemption date. Notice of redemption also will be mailed to
                  holders who have filed their names and addresses with the
                  Transfer Agent within the two preceding years. A holder of
                  Securities may miss important notices if he fails to maintain
                  his name and address with the Transfer Agent.

                  A notice of redemption may provide that it is subject to the
                  occurrence of any event before the date fixed for such
                  redemption as described in such notice ("Conditional
                  Redemption") and such notice of Conditional Redemption shall
                  be of no effect unless all such conditions to the redemption
                  have occurred before such date or have been waived by the
                  Company.

9.       DENOMINATIONS, TRANSFER, EXCHANGE.

                  The Securities are in bearer form with coupons in
                  denominations of $5,000 8 and whole multiples of $5,000. The
                  Securities may be transferred by delivery and exchanged as
                  provided in the Indenture. Upon an exchange, the Trustee may
                  require a holder, among other things, to furnish appropriate
                  documents and to pay any taxes and fees required by law or the
                  Indenture. The Trustee need not exchange any Security or
                  portion of a Security selected for redemption. Also, it need
                  not exchange any Securities for a period of 15 days before a
                  selection of Securities to be redeemed.

10.      PERSONS DEEMED OWNERS.

                  The holder of a Security or coupon may be treated as its owner
                  for all purposes.


                                       B-3
<PAGE>   42
11.      AMENDMENTS AND WAIVERS.

                  Subject to certain exceptions, the Indenture or the Securities
                  may be amended with the consent of the holders of a majority
                  in principal amount of the securities of all series affected
                  by the amendment.9 Subject to certain exceptions, a default on
                  a series may be waived with the consent of the holders of a
                  majority in principal amount of the series.

                  Without the consent of any Securityholder, the Indenture or
                  the Securities may be amended, among other things, to cure any
                  ambiguity, omission, defect or inconsistency; to provide for
                  assumption of Company obligations to Securityholders; or to
                  make any change that does not materially adversely affect the
                  rights of any Securityholder.

12.      RESTRICTIVE COVENANTS. (10)

                  The Securities are unsecured general obligations of the
                  Company limited to $ principal amount. The Indenture does not
                  limit other unsecured debt.

13.      SUCCESSORS.

                  When a successor assumes all the obligations of the Company
                  under the Securities, any coupons and the Indenture, the
                  Company will be released from those obligations.

14.      DEFEASANCE PRIOR TO REDEMPTION OR MATURITY.(11)

                  Subject to certain conditions, the Company at any time may
                  terminate some or all of its obligations under the Securities,
                  any coupons and the Indenture if the Company deposits with the
                  Trustee money or U.S. Government Obligations for the payment
                  of principal and interest on the Securities to redemption or
                  maturity. U.S. Government Obligations are securities backed by
                  the full faith and credit of the United States of America or
                  certificates representing an ownership interest in such
                  Obligations.

15.      DEFAULTS AND REMEDIES.

                  An Event of Default (12) includes: default for 60 days in
                  payment of interest on the Securities; default in payment of
                  principal on the Securities; default for 60 days in payment or
                  satisfaction of any sinking fund obligation; default by the
                  Company for a specified period after notice to it in the
                  performance of any of its other agreements applicable to the
                  Securities; certain events of bankruptcy or insolvency; and
                  any other Event of Default provided for in the series. If an
                  Event of Default occurs and is continuing, the Trustee or the
                  holders of at least 25% in principal amount of the Securities
                  may declare the principal(13) of all the Securities to be due
                  and payable immediately.

                  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 principal amount of the
                  Securities may direct the Trustee in its exercise of any trust
                  or


                                       B-4
<PAGE>   43
                  power. The Trustee may withhold from Securityholders notice of
                  any continuing default (except a default in payment of
                  principal or interest) if it determines that withholding
                  notice is in their interests. The Company must furnish annual
                  compliance certificates to the Trustee.

16.      TRUSTEE DEALINGS WITH COMPANY.

                                   , the Trustee 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.

17.      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 the Indenture or 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.

18.      AUTHENTICATION.

                  This Security shall not be valid until authenticated by a
                  manual signature of the Trustee (or an Authentication Agent
                  acting on its behalf.

19.      ABBREVIATIONS.

                  Customary abbreviations may be used in the name of a
                  Securityholder or an assignee, such as: TEN COM (= tenants in
                  common), TEN ENT (= tenants by the entirety), 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).

                  THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE AND THE SECURITIES RESOLUTION
WHICH CONTAINS THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE
TO: CABLE DESIGN TECHNOLOGIES CORPORATION, FOSTER PLAZA 7, 661 ANDERSEN DRIVE,
PITTSBURGH, PENNSYLVANIA 15220, ATTENTION: TREASURER.


                                       B-5
<PAGE>   44
                                [FACE OF COUPON]


                                   ................................
                                   [$].............................
                                   Due.............................


CABLE DESIGN TECHNOLOGIES CORPORATION

[TITLE OF SECURITY]

         Unless the Security attached to this coupon has been called for
redemption, Cable Design Technologies Corporation (the "Company") will pay to
bearer, upon surrender, the amount shown hereon when due. This coupon may be
surrendered for payment to any Paying Agent listed on the back of this coupon
unless the Company has replaced such Agent. Payment may be made by check. This
coupon represents        months' interest.


                                       CABLE DESIGN TECHNOLOGIES
                                       CORPORATION


                                       By____________________________

[REVERSE OF COUPON]

PAYING AGENTS


                                       B-6
<PAGE>   45
                            NOTES TO EXHIBITS A AND B

1        If the Security is not to bear interest at a fixed rate per annum,
         insert a description of the manner in which the rate of interest is to
         be determined. If the Security is not to bear interest prior to
         maturity, so state.

2        If the method or currency of payment is different, insert a statement
         thereof.

3        If applicable. A restriction on redemption or refunding or any
         provision applicable to its redemption other may be added.

4        Such provisions as are applicable, if any.

5        If the Security is a Discounted Debt Security, insert amount to be
         redeemed or method of calculating such amount.

6        If applicable. Also insert, if applicable, provisions for repayment of
         Securities at the option of the Securityholder.

7        If applicable.

8        If applicable. Insert additional or different denominations and terms
         as appropriate.

9        If different terms apply, insert a brief summary thereof.

10       If applicable. If additional or different covenants apply, insert a
         brief summary thereof.

11       If applicable. If different defeasance terms apply, insert a brief
         summary thereof.

12       If additional or different Events of Default apply, insert a brief
         summary thereof.

13       If the Security is a Discounted Debt Security, set forth the amount due
         and payable upon an Event of Default.


Note: U.S. tax law may require certain legends on Discounted Debt and Bearer
Securities.


                                        1
<PAGE>   46
                                    EXHIBIT C

                                 ASSIGNMENT FORM


                  To assign this Security, fill in the form below:

I or we assign and transfer this Security to
-----------------------------------------
                           :                            :
:---------------------------------------:
(Insert assignee's soc. sec. or tax I.D. no.)




              (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 other side of this Security)


Note: Signature(s) must be guaranteed by an Eligible Guarantor Institution with
membership in an approved signature guarantee program pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.

                                       C-1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>3
<FILENAME>y40332ex4-4.txt
<DESCRIPTION>FORM OF SECURITIES RESOLUTION
<TEXT>

<PAGE>   1
                                                                     Exhibit 4.4

                            SECURITIES RESOLUTION NO.
                                       OF
                      CABLE DESIGN TECHNOLOGIES CORPORATION


         I,                     , Secretary of Cable Design Technologies
Corporation (the "Company"), do hereby certify that the attached is a true and
correct copy of Securities Resolution No.      duly adopted by the Company
pursuant to authorization delegated to the            Committee of the Board of
Directors of the Company at a meeting called and held on the day of            ;
that a quorum of said Board Committee was present at said meeting and voted
throughout; and I do further certify that said resolution has not been rescinded
and remains in full force and effect.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of CABLE DESIGN TECHNOLOGIES CORPORATION this     day of        .


                                               By:
                                                  Name:
                                                  Title:



[CORPORATE SEAL]
<PAGE>   2
[     ]%  [     ] NOTES DUE  [     ]
SECURITIES RESOLUTION NO. [     ]
OF
CABLE DESIGN TECHNOLOGIES CORPORATION


         The actions described below are taken by the Board of Directors (the
"Board") of CABLE DESIGN TECHNOLOGIES CORPORATION (the "Company"), or by an
Officer or committee of Officers pursuant to Board delegation, in accordance
with resolutions adopted by the Board as of [ ], resolutions adopted by the
Committee of the Board as of [ ], and Section 2.02 of the Indenture dated as of
[ ] (the "Indenture") between the Company and [ ], as Trustee. Terms used herein
and not defined have the same meaning given such terms in the Indenture.

         RESOLVED, that a new series of Debt Securities is authorized as
follows:

         1.       The title of the series is [     ]%  [     ] Notes due [     ]
                  ("Notes").

         2.       The form of the Notes shall be substantially in the form of
                  Exhibit 1 hereto.

         3.       The Notes shall have the terms set forth in Exhibit 1.

         4.       The Notes shall be sold to the underwriter(s) named in the
                  Prospectus Supplement dated [               ] on the following
                  terms:

                  Price to Public:
                  Underwriting Discount:
                  Closing Date:

         This Securities Resolution shall be effective as of [ ].

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>y40332ex5-1.txt
<DESCRIPTION>OPINION OF KIRKLAND & ELLIS
<TEXT>

<PAGE>   1
                                                                     Exhibit 5.1

                               September 15, 2000



Cable Design Technologies Corporation
Foster Plaza 7
661 Andersen Drive
Pittsburgh, PA  15220

Ladies and Gentlemen:

         We are acting as special counsel to Cable Design Technologies
Corporation, a Delaware corporation (the "Corporation"), in connection with its
registration statement on Form S-3 (the "Registration Statement"), being filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), on the date hereof in connection with the
proposed offer and sale of the following securities (collectively, the
"Securities") of the Corporation having an aggregate initial offering price of
up to $150,000,000:

         (i)      senior debt securities (the "Senior Debt Securities");

         (ii)     subordinated debt securities (the "Subordinated Debt
                  Securities," and together with the Senior Debt Securities, the
                  "Debt Securities"); and

         (iii)    common stock, par value $.01 per share (the "Common Stock"),
                  of the Corporation.

         The Securities may be offered in separate series, in amounts, at
prices, and on terms to be set forth in the prospectus and one or more
supplements to the prospectus (collectively, the "Prospectus") constituting a
part of the Registration Statement, and in the Registration Statement.

         The Debt Securities are to be issued under one or more indentures
generally in the form incorporated by reference as Exhibit 4.3 to the
Registration Statement (the "Indentures").

         Certain terms of the Securities to be issued by the Corporation form
time to time will be approved by the Board of Directors of the Corporation or a
committee thereof or certain authorized officers of the Corporation as part of
the corporate action taken and to be taken (the "Corporate Proceedings") in
connection with issuance of the Securities. We have examined or are otherwise
familiar with the Amended and Restated Certificate of Incorporation of the
Corporation, the Bylaws of the Corporation, as amended, the Registration
Statement, such of the Corporate Proceedings as have occurred as of the date
hereof, and such other documents, records and instruments as we have deemed
necessary or appropriate for the purposes of this opinion letter.
<PAGE>   2
         For purposes of this opinion letter, we have assumed the authenticity
of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as copies and the authenticity of the originals
of all documents submitted to us as copies. We have also assumed the legal
capacity of all natural persons, the genuineness of the signatures of persons
signing all documents in connection with which this opinion is rendered, the
authority of such persons signing on behalf of the parties thereto other than
the Corporation and the due authorization, execution and delivery of all
documents by the parties thereto other than the Corporation. As to any facts
material to the opinions expressed herein, we have relied upon the statements
and representations of officers and other representations of the Corporation and
others.

         Our advice on every legal issue addressed in this letter is based
exclusively on the internal laws of the State of New York, the General
Corporation Law of the State of Delaware and the federal law of the United
States of America, and represents our opinion as to how that issue would be
resolved were it to be considered by the highest court in the jurisdiction which
enacted such law. The manner in which any particular issue would be treated in
any actual court case would depend in part on facts and circumstances particular
to the case, and this opinion letter is not intended to guarantee the outcome of
any legal dispute which may arise in the future.

         Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we hereby advise you
that in our opinion:

(i) the Debt Securities, when authorized and sold as contemplated in the
Registration Statement, will be validly issued by the Corporation and will
constitute valid and legally binding obligations of the Corporation, enforceable
in accordance with their terms; and

(ii) the Common Stock, when authorized and sold as contemplated in the
Registration Statement, will be validly issued by the Corporation and will be
duly authorized, fully paid and non-assessable.

         The foregoing opinions assume that (i) the consideration designated in
the applicable Corporate Proceedings for any Common Stock shall have been
received by the Corporation in accordance with applicable law; (ii) the
applicable Indenture shall have been duly authorized, executed and delivered by
all parties thereto other than the Corporation; (iii) the Registration Statement
shall have become effective under the Securities Act; and (iv) the applicable
Indenture shall have become duly qualified under the Trust Indenture Act of
1939, as amended.

         Our opinion in paragraph (i) of this opinion letter is subject to: (A)
the effect of bankruptcy, insolvency, fraudulent conveyance and other similar
laws and judicially developed doctrines in this area such as substantive
consolidation and equitable subordination; (B) the effect of general principles
of equity; and (C) other commonly recognized statutory and judicial constraints
on enforceability including statutes of limitations. "General principles of
equity" include but are not limited to: principles which limit the availability
of specific performance and injunctive relief; principles which limit the
availability of a remedy under certain circumstances where another remedy has
been elected; principles requiring reasonableness, good faith and fair dealing
in the performance and enforcement of an agreement by the party seeking
enforcement; principles which may permit a party to cure a material failure to
perform its obligations; and principles affording equitable defenses such as
waiver, laches and estoppel. It is possible that some of the terms of the Debt
Securities and the Indenture may not prove enforceable against the Corporation
for reasons other than those listed in this opinion letter should an actual
enforcement action
<PAGE>   3
be brought, but (subject to all the exceptions, qualifications, exclusions and
other limitations in this letter) such unenforceability would not in our opinion
prevent the holders of the Debt Securities from realizing the principal benefits
purported to be provided by the Debt Securities and the Indenture.

         We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
of "Blue Sky" laws of the various states to the Securities.

         This opinion letter is limited to the specific issues addressed herein,
and no opinion may be inferred or implied beyond that expressly stated herein.
We assume no obligation to revise or supplement this opinion should the present
laws of the State of New York, the General Corporation Law of the State of
Delaware or the federal law of the United States be changed by legislative
action, judicial decision or otherwise.

         We hereby consent to the filing of this opinion letter with the
Commission as Exhibit 5.1 to the Registration Statement. We also consent to the
reference to our firm under the heading "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations of the Commission.

                                            Very truly yours,

                                            /s/ Kirkland & Ellis

                                            KIRKLAND & ELLIS
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>5
<FILENAME>y40332ex12-1.txt
<DESCRIPTION>COMPUTATION OF RATIO OF EARINGS TO FIXED CHARGES
<TEXT>

<PAGE>   1
                                                                    Exhibit 12.1


                      Cable Design Technologies Corporation
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                              Dollars In thousands


<TABLE>
<CAPTION>
                                                                                                                Nine Months
                                            ------------------Fiscal Year Ended July 31,------------------         Ended
                                                  1995         1996         1997         1998         1999    April 30, 2000
                                                  ----         ----         ----         ----         ----    --------------
<S>                                          <C>          <C>          <C>          <C>          <C>             <C>
NUMERATOR:
   Earnings before income tax                  $24,507      $25,894      $57,322      $65,816      $66,364         $61,802
   Add:
     Minority interest in earnings
        (losses) of subsidiaries                   ---          ---         (35)           25          883             760
     Fixed charges                               5,524        6,727        7,746       10,835       15,117          10,462
     Amortization of interest capitalized          ---          ---          ---            3            5               3
   Less:
      Interest capitalized                         ---          ---         (38)        (272)          ---             ---
                                            -----------   ----------   ----------   ----------   ----------   -------------
   Earnings as adjusted                        $30,031      $32,621      $64,995      $76,407      $82,369         $73,027
                                            ===========   ==========   ==========   ==========   ==========   =============
DENOMINATOR:
   Interest expense                            $ 5,113      $ 5,797      $ 6,130      $ 9,213      $13,868         $ 9,551
   Interest capitalized                            ---          ---           38          272          ---             ---
   Portion of rent expense
     representative of the interest factor         411          930        1,578        1,350        1,249             911
                                            -----------   ----------   ----------   ----------   ----------   -------------
    Fixed charges                              $ 5,524      $ 6,727      $ 7,746      $10,835      $15,117         $10,462
                                            ===========   ==========   ==========   ==========   ==========   =============

Ratio of earnings to fixed charges                5.44         4.85         8.39         7.05         5.45            6.98
                                            ===========   ==========   ==========   ==========   ==========   =============
</TABLE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>6
<FILENAME>y40332ex23-1.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>

<PAGE>   1

                                                                    Exhibit 23.1



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated
September 20, 1999 included in Cable Design Technologies, Inc.'s Form 10-K for
the year ended July 31, 1999 and to all references to our firm included in this
registration statement.



/s/ Arthur Andersen LLP




Pittsburgh, Pennsylvania,
  September 14, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>7
<FILENAME>y40332ex25-1.txt
<DESCRIPTION>FORM T-1
<TEXT>

<PAGE>   1
                                                                    Exhibit 25.1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM T-1
                                    ---------

                       STATEMENT OF ELIGIBILITY UNDER THE
                        TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                Check if an Application to Determine Eligibility
                   of a Trustee Pursuant to Section 305(b)(2)


                       STATE STREET BANK AND TRUST COMPANY
               (Exact name of trustee as specified in its charter)


          Massachusetts                                  04-1867445
(Jurisdiction of incorporation or                     (I.R.S. Employer
organization if not a U.S. national bank)             Identification No.)

225 Franklin Street, Boston, Massachusetts                   02110
(Address of principal executive offices)                    (Zip Code)

   Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel
                225 Franklin Street, Boston, Massachusetts 02110

                                 (617) 654-3253
            (Name, address and telephone number of agent for service)


                      CABLE DESIGN TECHNOLOGIES CORPORATION
               (Exact name of obligor as specified in its charter)

        DELAWARE                                       36-3601505
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

             FOSTER PLAZA 7, 661 ANDERSEN DRIVE, PITTSBURGH, PA 15220
             (Address of principal executive offices)       (Zip Code)


                                 DEBT SECURITIES

                         (Title of indenture securities)
<PAGE>   2
                                     GENERAL

ITEM 1.  GENERAL INFORMATION.

         FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

         (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
WHICH IT IS SUBJECT.

                  Department of Banking and Insurance of The Commonwealth of
                  Massachusetts, 100 Cambridge Street, Boston, Massachusetts.

                  Board of Governors of the Federal Reserve System, Washington,
                  D.C., Federal Deposit Insurance Corporation, Washington, D.C.

         (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
                  Trustee is authorized to exercise corporate trust powers.

ITEM 2.  AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

                  The obligor is not an affiliate of the trustee or of its
parent, State Street Corporation.

                  (See note on page 2.)

ITEM 3. THROUGH ITEM 15.   NOT APPLICABLE.

ITEM 16. LIST OF EXHIBITS.

         LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.

         1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN
EFFECT.

              A copy of the Articles of Association of the trustee, as now in
              effect, is on file with the Securities and Exchange Commission as
              Exhibit 1 to Amendment No. 1 to the Statement of Eligibility and
              Qualification of Trustee (Form T-1) filed with the Registration
              Statement of Morse Shoe, Inc. (File No. 22-17940) and is
              incorporated herein by reference thereto.

         2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.

              A copy of a Statement from the Commissioner of Banks of
              Massachusetts that no certificate of authority for the trustee to
              commence business was necessary or issued is on file with the
              Securities and Exchange Commission as Exhibit 2 to Amendment No. 1
              to the Statement of Eligibility and Qualification of Trustee (Form
              T-1) filed with the Registration Statement of Morse Shoe, Inc.
              (File No. 22-17940) and is incorporated herein by reference
              thereto.

         3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED
IN PARAGRAPH (1) OR (2), ABOVE.

              A copy of the authorization of the trustee to exercise corporate
              trust powers is on file with the Securities and Exchange
              Commission as Exhibit 3 to Amendment No. 1 to the Statement of
              Eligibility and Qualification of Trustee (Form T-1) filed with the
              Registration Statement of Morse Shoe, Inc. (File No. 22-17940) and
              is incorporated herein by reference thereto.

         4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.

              A copy of the by-laws of the trustee, as now in effect, is on file
              with the Securities and Exchange Commission as Exhibit 4 to the
              Statement of Eligibility and Qualification of Trustee (Form T-1)
              filed with the Registration Statement of Eastern Edison Company
              (File No. 33-37823) and is incorporated herein by reference
              thereto.


                                        1

<PAGE>   3

         5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR IS IN
DEFAULT.

                  Not applicable.

         6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY
SECTION 321(b) OF THE ACT.

              The consent of the trustee required by Section 321(b) of the Act
              is annexed hereto as Exhibit 6 and made a part hereof.

         7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY.

              A copy of the latest report of condition of the trustee published
              pursuant to law or the requirements of its supervising or
              examining authority is annexed hereto as Exhibit 7 and made a part
              hereof.


                                      NOTES

         In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.

         The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.



                                    SIGNATURE


         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation
organized and existing under the laws of The Commonwealth of Massachusetts, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Boston and The
Commonwealth of Massachusetts, on the 12TH OF SEPTEMBER 2000.


                                        STATE STREET BANK AND TRUST COMPANY


                                        By:/S/ JILL OLSON
                                           -----------------
                                        NAME:  JILL OLSON
                                        TITLE: VICE PRESIDENT

                                        2
<PAGE>   4
                                                                       EXHIBIT 6


                             CONSENT OF THE TRUSTEE

         Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by CABLE
DESIGN TECHNOLOGIES CORPORATION of its DEBT SECURITIES, we hereby consent that
reports of examination by Federal, State, Territorial or District authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.

                                        STATE STREET BANK AND TRUST COMPANY


                                        By:/S/ JILL OLSON
                                           ------------------------
                                        NAME:  JILL OLSON
                                        TITLE: VICE PRESIDENT


DATED:  SEPTEMBER 12, 2000


<PAGE>   5
                                                                       EXHIBIT 7

Consolidated Report of Condition of State Street Bank and Trust Company,
Massachusetts and foreign and domestic subsidiaries, a state banking institution
organized and operating under the banking laws of this commonwealth and a member
of the Federal Reserve System, at the close of business March 31, 2000 published
in accordance with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act and in accordance with a
call made by the Commissioner of Banks under General Laws, Chapter 172, Section
22(a).
<TABLE>
<CAPTION>

                                                                                                          Thousands of
ASSETS                                                                                                     Dollars
<S>                                                                                <C>                    <C>
Cash and balances due from depository institutions:

     Noninterest-bearing balances and currency and coin .......................                                1,729,456
     Interest-bearing balances ................................................                               15,545,883
Securities ....................................................................                               16,291,430
Federal funds sold and securities purchased
     under agreements to resell in domestic offices
     of the bank and its Edge subsidiary ......................................                               12,425,721

Loans and lease financing receivables:
     Loans and leases, net of unearned income .................................     6,025,830
     Allowance for loan and lease losses.......................................        50,320
     Allocated transfer risk reserve...........................................             0
     Loans and leases, net of unearned income and allowances...................                                5,975,510
Assets held in trading accounts................................................                               1, 831,088
Premises and fixed assets......................................................                                  526,764
Other real estate owned........................................................                                        0
Investments in unconsolidated subsidiaries.....................................                                      525
Customers' liability to this bank on acceptances outstanding...................                                   97,101
Intangible assets..............................................................                                  221,328
Other assets...................................................................                                1,589,845
                                                                                                              ----------
Total assets...................................................................                               56,234,651
                                                                                                              ==========

LIABILITIES

Deposits:

           In domestic offices................................................                                12,553,450
                         Noninterest-bearing .................................     10,754,179
                         Interest-bearing ....................................      1,799,271

           In foreign offices and Edge subsidiary.............................                                23,821,255
                         Noninterest-bearing .................................         59,866
                         Interest-bearing ....................................     23,761,389
Federal funds purchased and securities sold under
           agreements to repurchase in domestic offices of
           the bank and of its Edge subsidiary................................                                13,480,380
Demand notes issued to the U.S. Treasury .....................................                                   741,621
           Trading liabilities ...............................................                                 1,118,126

Other borrowed money .........................................................                                     2,090
Subordinated notes and debentures ............................................                                         0
Bank's liability on acceptances executed and outstanding .....................                                    97,101
Other liabilities ............................................................                                 1,303,847

Total liabilities.............................................................                                53,117,870
                                                                                                              ==========

EQUITY CAPITAL
Perpetual preferred stock and related surplus ................................                                         0
Common stock .................................................................                                    29,931
Surplus ......................................................................                                   516,208
Undivided profits and capital reserves/Net unrealized holding gains (losses)..                                 2,654,001
          Net unrealized holding gains (losses) on available-for-sale
          securities .........................................................                                  (69,067)
Cumulative foreign currency translation adjustments ..........................                                  (14,292)
Total equity capital .........................................................                                 3,116,781
                                                                                                               ---------
Total liabilities and equity capital .........................................                                56,234,651
                                                                                                              ==========
</TABLE>

<PAGE>   6
I, Rex S. Schuette, Senior Vice President and Comptroller of the above named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

                                                                 Rex S. Schuette


We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                                                              David A. Spina
                                                              Marshall N. Carter
                                                              Truman S. Casner

</TEXT>
</DOCUMENT>
</SUBMISSION>
