Columbus McKinnon Corporation
                                     Issuer

                        10% Senior Secured Notes due 2010





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                                    INDENTURE

                            Dated as of July 22, 2003



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                      U.S. Bank Trust National Association
                                     Trustee











<PAGE>




                              CROSS-REFERENCE TABLE

       TIA                                                   Indenture
     SECTION                                                  SECTION
     -------                                                  -------
  310(a)(1)                .............................       7.10
     (a)(2)                .............................       7.10
     (a)(3)                .............................       N.A.
     (a)(4)                .............................       N.A.
     (a)(5)                .............................       7.10
     (b)                   .............................       7.08; 7.10
     (c)                   .............................       N.A.
  311(a)                   .............................       7.11
     (b)                   .............................       7.11
     (c)                   .............................       N.A.
  312(a)                   .............................       2.05
     (b)                   .............................       13.03
     (c)                   .............................       13.03
  313(a)                   .............................       7.06
     (b)(1)                .............................       7.06
     (b)(2)                .............................       7.06
     (c)                   .............................       13.02
     (d)                   .............................       7.06
  314(a)                   .............................       4.02; 4.10; 13.02
     (b)                   .............................       11.02
     (c)(1)                .............................       13.04
     (c)(2)                .............................       13.04
     (c)(3)                .............................       13.04
     (d)                   .............................       11.04
     (e)                   .............................       13.05
     (f)                   .............................       N.A.
  315(a)                   .............................       7.01
     (b)                   .............................       7.05; 13.02
     (c)                   .............................       7.01
     (d)                   .............................       7.01
     (e)                   .............................       6.11
  316(a)(last sentence)              ...................       13.06
     (a)(1)(A)             .............................       6.05
     (a)(1)(B)             .............................       6.04
     (a)(2)                .............................       N.A.
     (b)                   .............................       6.07
     (c)                   .............................       9.04
  317(a)(1)                .............................       6.08
     (a)(2)                .............................       6.09
     (b)                   .............................       2.04
  318(a)                   .............................       13.01
     (b)                   .............................       N.A.
     (c)                   .............................       N.A.
                           N.A. means Not Applicable.


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



<PAGE>




                                TABLE OF CONTENTS

                                                                         PAGE
                                                                         ----

                                    Article 1

                   Definitions and Incorporation by Reference

SECTION 1.01      Definitions..............................................1
SECTION 1.02      Other Definitions.......................................38
SECTION 1.03      Incorporation by Reference of Trust
                      Indenture Act.......................................38
SECTION 1.04      Rules of Construction...................................39
SECTION 1.05      Designated Senior Indebtedness..........................39

                                    Article 2

                                 The Securities

SECTION 2.01      Form and Dating.........................................40
SECTION 2.02      Execution and Authentication............................40
SECTION 2.03      Registrar and Paying Agent..............................41
SECTION 2.04      Paying Agent To Hold Money in Trust.....................42
SECTION 2.05      Securityholder Lists....................................42
SECTION 2.06      Transfer and Exchange...................................42
SECTION 2.07      Replacement Securities..................................43
SECTION 2.08      Outstanding Securities..................................43
SECTION 2.09      Temporary Securities....................................44
SECTION 2.10      Cancellation............................................44
SECTION 2.11      Defaulted Interest......................................44
SECTION 2.12      CUSIP Numbers...........................................44
SECTION 2.13      Issuance of Additional Securities.......................45

                                    Article 3

                                   Redemption

SECTION 3.01      Notices to Trustee......................................45
SECTION 3.02      Selection of Securities to Be Redeemed..................46
SECTION 3.03      Notice of Redemption....................................46
SECTION 3.04      Effect of Notice of Redemption..........................47
SECTION 3.05      Deposit of Redemption Price.............................47
SECTION 3.06      Securities Redeemed in Part.............................47


                                       i

<PAGE>

                                    Article 4

                                    Covenants

SECTION 4.01      Payment of Securities...................................48
SECTION 4.02      SEC Reports.............................................48
SECTION 4.03      Limitation on Indebtedness..............................49
SECTION 4.04      Limitation on Restricted Payments.......................53
SECTION 4.05      Limitation on Restrictions on
                      Distributions from Restricted
                      Subsidiaries........................................57
SECTION 4.06      Limitation on Sales of Assets and
                      Subsidiary Stock....................................59
SECTION 4.07      Limitation on Affiliate Transactions....................65
SECTION 4.08      Limitation on Line of Business..........................67
SECTION 4.09      Limitation on the Sale or Issuance
                      of Capital Stock of Restricted
                      Subsidiaries........................................67
SECTION 4.10      Change of Control.......................................68
SECTION 4.11      Limitation on Liens.....................................69
SECTION 4.12      Limitation on Sale/Leaseback Transactions...............71
SECTION 4.13      Future Guarantors.......................................72
SECTION 4.14      Impairment of Security Interest.........................72
SECTION 4.15      Amendment to Security Documents.........................72
SECTION 4.16      Compliance Certificate..................................72
SECTION 4.17      Further Instruments and Acts............................73

                                    Article 5

                                Successor Company

SECTION 5.01      When Company May Merge or Transfer Assets...............74

                                    Article 6

                              Defaults and Remedies

SECTION 6.01      Events of Default.......................................76
SECTION 6.02      Acceleration............................................79
SECTION 6.03      Other Remedies..........................................80
SECTION 6.04      Waiver of Past Defaults.................................80
SECTION 6.05      Control by Majority.....................................80
SECTION 6.06      Limitation on Suits.....................................80
SECTION 6.07      Rights of Holders to Receive Payment....................81
SECTION 6.08      Collection Suit by Trustee..............................81
SECTION 6.09      Trustee May File Proofs of Claim........................81
SECTION 6.10      Priorities..............................................82
SECTION 6.11      Undertaking for Costs...................................82


                                       ii


<PAGE>


SECTION 6.12      Waiver of Stay or Extension Laws........................83

                                    Article 7

                                     Trustee

SECTION 7.01      Duties of Trustee.......................................83
SECTION 7.02      Rights of Trustee.......................................85
SECTION 7.03      Individual Rights of Trustee............................85
SECTION 7.04      Trustee's Disclaimer....................................85
SECTION 7.05      Notice of Defaults......................................86
SECTION 7.06      Reports by Trustee to Holders...........................86
SECTION 7.07      Compensation and Indemnity..............................86
SECTION 7.08      Replacement of Trustee..................................87
SECTION 7.09      Successor Trustee by Merger.............................88
SECTION 7.10      Eligibility; Disqualification...........................89
SECTION 7.11      Preferential Collection of Claims
                      Against Company.....................................89

                                    Article 8

                       Discharge of Indenture; Defeasance

SECTION 8.01      Discharge of Liability on Securities;
                      Defeasance..........................................89
SECTION 8.02      Conditions to Defeasance................................91
SECTION 8.03      Application of Trust Money..............................92
SECTION 8.04      Repayment to Company....................................92
SECTION 8.05      Indemnity for Government Obligations....................92
SECTION 8.06      Reinstatement...........................................93

                                    Article 9

                                   Amendments

SECTION 9.01      Without Consent of Holders..............................93
SECTION 9.02      With Consent of Holders.................................95
SECTION 9.03      Compliance with Trust Indenture Act.....................96
SECTION 9.04      Revocation and Effect of Consents
                    and Waivers...........................................96
SECTION 9.05      Notation on or Exchange of Securities...................97
SECTION 9.06      Trustee To Sign Amendments..............................97
SECTION 9.07      Payment for Consent.....................................97



                                      iii

<PAGE>

                                   Article 10

                              Subsidiary Guarantees

SECTION 10.01     Guarantees..............................................98
SECTION 10.02     Limitation on Liability................................100
SECTION 10.03     Successors and Assigns.................................100
SECTION 10.04     No Waiver..............................................101
SECTION 10.05     Modification...........................................101
SECTION 10.06     Release of Subsidiary Guarantor........................101
SECTION 10.07     Contribution...........................................102

                                   Article 11

                               Security Documents

SECTION 11.01     Collateral and Security Documents......................102
SECTION 11.02     Recordings and Opinions................................104
SECTION 11.03     Release of Collateral..................................104
SECTION 11.04     Permitted Releases Not To Impair Lien;
                      Trust Indenture Act Requirements...................106
SECTION 11.05     Certificates of the Trustee............................106
SECTION 11.06     Suits To Protect the Collateral........................107
SECTION 11.07     Authorization of Receipt of Funds by
                      the Trustee Under the Security
                      Documents..........................................107
SECTION 11.08     Purchaser Protected....................................107
SECTION 11.09     Powers Exercisable by Receiver or
                      Trustee............................................108
SECTION 11.10     Release upon Termination of the Company's
                      Obligations........................................108
SECTION 11.11     Collateral Agent.......................................108
SECTION 11.12     Designations...........................................109

                                   Article 12

                           Application of Trust Moneys

SECTION 12.01     "Trust Moneys" Defined.................................110
SECTION 12.02     Retirement of Securities...............................111
SECTION 12.03     Withdrawals of Insurance Proceeds and
                      Condemnation Awards................................112
SECTION 12.04     Powers Exercisable Notwithstanding
                      Event of Default...................................114
SECTION 12.05     Powers Exercisable by Trustee or
                      Receiver...........................................115
SECTION 12.06     Disposition of Securities Retired......................115
SECTION 12.07     Investment and Use of Trust Moneys.....................115


                                       iv

<PAGE>

                                   Article 13

                                  Miscellaneous

SECTION 13.01     Trust Indenture Act Controls...........................116
SECTION 13.02     Notices................................................117
SECTION 13.03     Communication by Holders with Other
                      Holders............................................117
SECTION 13.04     Certificate and Opinion as to Conditions
                      Precedent..........................................118
SECTION 13.05     Statements Required in Certificate
                      or Opinion.........................................118
SECTION 13.06     When Securities Disregarded............................118
SECTION 13.07     Rules by Trustee, Paying Agent
                      and Registrar......................................119
SECTION 13.08     Legal Holidays.........................................119
SECTION 13.09     Governing Law..........................................119
SECTION 13.10     No Recourse Against Others.............................119
SECTION 13.11     Successors.............................................119
SECTION 13.12     Multiple Originals.....................................119
SECTION 13.13     Table of Contents; Headings............................120

Exhibit 1 -       Form of Supplemental Indenture for
                  Future Guarantors

Rule 144A/Regulation S Appendix

         Exhibit 1 -  Form of Initial Security

         Exhibit A -  Form of Exchange Security or Private
                      Exchange Security






                                       v


<PAGE>







                                    INDENTURE  dated as of July 22, 2003,  among
                           Columbus McKinnon Corporation, a New York corporation
                           (the "Company"),  the Subsidiary Guarantors from time
                           to time  party  hereto and U.S.  Bank Trust  National
                           Association,   a  United  States   corporation   (the
                           "Trustee").


                  Each  party  agrees as  follows  for the  benefit of the other
parties  and for the equal and ratable  benefit of the Holders of the  Company's
Initial   Securities,   Exchange  Securities  and  Private  Exchange  Securities
(collectively, the "Securities"):

                                    ARTICLE 1

                   Definitions and Incorporation by Reference

                   SECTION 1.01      Definitions.

                  "Additional Assets" means (1) any property,  plant,  equipment
or other long-term tangible or intangible asset used in a Related Business;  (2)
the Capital Stock of a Person that becomes a Domestic Restricted Subsidiary as a
result of the  acquisition  of such Capital Stock by the Company or a Subsidiary
Guarantor;  or (3) Capital Stock  constituting a minority interest in any Person
that at such time is a Domestic Restricted Subsidiary;  PROVIDED,  HOWEVER, that
any such Domestic Restricted  Subsidiary described in clause (2) or (3) above is
primarily engaged in a Related Business.

                  "Additional  Securities"  means  Securities  issued under this
Indenture after the Issue Date and in compliance with Sections 2.13 and 4.03, it
being  understood  that any Securities  issued in exchange for or replacement of
any  Initial  Security  issued on the  Issue  Date  shall  not be an  Additional
Security, including any such Securities issued pursuant to a Registration Rights
Agreement.

                  "Affiliate"  of any  specified  Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person.  For the purposes of this definition,
"control"  when used with  respect to any  Person  means the power to direct the


<PAGE>
                                                                               2


management and policies of such Person, directly or indirectly,  whether through
the  ownership of voting  securities,  by contract or  otherwise;  and the terms
"controlling" and "controlled" have meanings  correlative to the foregoing.  For
purposes of Sections 4.04, 4.06 and 4.07 only,  "Affiliate"  shall also mean any
beneficial  owner of Capital Stock  representing  5% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or of rights
or  warrants  to  purchase  such  Capital   Stock   (whether  or  not  currently
exercisable)  and any Person who would be an  Affiliate  of any such  beneficial
owner pursuant to the first sentence hereof.

                  "Applicable Indebtedness" means:

                  (1) in respect  of any asset  that is the  subject of an Asset
         Disposition  at a time when such asset is included  in the  Collateral,
         Senior  Indebtedness  or  Indebtedness  of a  Subsidiary  or any  other
         non-debt  obligation  that,  in each  case,  is secured at such time by
         Collateral under a Lien that takes priority over the Lien in respect of
         the Securities under the Security Documents; or

                  (2) in respect  of any asset  that is the  subject of an Asset
         Disposition at a time when such asset is not included in the Collateral
         but is owned, directly or indirectly, by a Foreign Subsidiary the stock
         of which is  included  in the  Collateral,  any  Indebtedness  or other
         obligation  referred to in clause (1) above,  any  Indebtedness of such
         Foreign  Subsidiary or any Indebtedness of any other Foreign Subsidiary
         that  is  a  Wholly  Owned  Subsidiary,   PROVIDED  that  such  Foreign
         Subsidiary has not guaranteed unsecured  Indebtedness of the Company or
         a Subsidiary Guarantor; or

                  (3) in respect of any other asset, Senior Indebtedness.

                  "Applicable Senior Indebtedness" means:

                  (1) in respect  of any asset  that is the  subject of an Asset
         Disposition  at a time when such asset is included  in the  Collateral,
         Senior Indebtedness that is secured at such time by Collateral; or


<PAGE>
                                                                               3


                  (2) in respect  of any asset  that is the  subject of an Asset
         Disposition at a time when such asset is not included in the Collateral
         but is owned, directly or indirectly, by a Foreign Subsidiary the stock
         of which is included in the  Collateral,  Senior  Indebtedness  that is
         secured at such time by Collateral; or


                  (3) in respect of any other asset, Senior Indebtedness.

                  "Asset  Disposition" means any sale, lease,  transfer or other
disposition (or series of related sales,  leases,  transfers or dispositions) by
the Company or any Restricted Subsidiary,  including any disposition by means of
a  merger,  consolidation  or  similar  transaction  (each  referred  to for the
purposes of this definition as a "disposition"), of:

                  (1) any shares of  Capital  Stock of a  Restricted  Subsidiary
         (other  than  directors'   qualifying  shares  or  shares  required  by
         applicable  law to be held by a  Person  other  than the  Company  or a
         Restricted Subsidiary);

                  (2) all or  substantially  all the assets of any  division  or
         line of business of the Company or any Restricted Subsidiary; or

                  (3)  any  other  assets  of  the  Company  or  any  Restricted
         Subsidiary outside of the ordinary course of business of the Company or
         such Restricted Subsidiary;

other than, in the case of clauses (1), (2) and (3) above,  (A) a disposition by
a  Restricted  Subsidiary  to the  Company  or by the  Company  or a  Restricted
Subsidiary  to a Restricted  Subsidiary,  (B) for purposes of Section 4.06 only,
(i) a disposition  (other than a disposition of Collateral)  that  constitutes a
Restricted  Payment  (or  would  constitute  a  Restricted  Payment  but for the
exclusions  from the  definition  thereof) and that is not prohibited by Section
4.04  and (ii) a  disposition  of all or  substantially  all the  assets  of the
Company in accordance  with Section 5.01; (C) a disposition or  dispositions  of
assets (other than any assets that constitute Collateral) with an aggregate fair
market value not in excess of $1,000,000 in any calendar year; (D) a disposition


<PAGE>
                                                                               4

of cash or Temporary Cash  Investments;  (E) the creation of a Lien (but not the
sale or other  disposition of the property  subject to such Lien); and (F) sales
of  accounts  receivable  and  related  assets  of  the  type  specified  in the
definition of "Qualified  Receivables  Transaction" to a Receivables  Subsidiary
for the fair market value thereof, including cash in an amount at least equal to
90% of the fair market value thereof.

                  For purposes of Section 4.06 only, the  disposition of Capital
Stock of a Person will be treated as a disposition  of all  Collateral  owned by
such Person if after giving effect to such  disposition  of such Capital  Stock,
the Company and the Restricted Subsidiaries do not control such Person.

                  "Attributable Debt" in respect of a Sale/Leaseback Transaction
means,  as at the time of  determination,  the present value  (discounted at the
interest  rate  borne  by the  Securities,  compounded  annually)  of the  total
obligations of the lessee for rental  payments  during the remaining term of the
lease  included in such  Sale/Leaseback  Transaction  (including  any period for
which  such  lease  has  been  extended);   PROVIDED,   HOWEVER,  that  if  such
Sale/Leaseback  Transaction results in a Capital Lease Obligation, the amount of
Indebtedness  represented  thereby will be  determined  in  accordance  with the
definition of "Capital Lease Obligation".

                  "Average Life" means,  as of the date of  determination,  with
respect to any  Indebtedness,  the quotient  obtained by dividing (1) the sum of
the products of the numbers of years from the date of determination to the dates
of each  successive  scheduled  principal  payment of or  redemption  or similar
payment  with  respect  to such  Indebtedness  multiplied  by the amount of such
payment by (2) the sum of all such payments.

                  "Board  of  Directors"  means the  Board of  Directors  of the
Company or any committee thereof duly authorized to act on behalf of such Board.

                  "Business Day" means each day which is not a Legal Holiday.

                  "Capital  Lease   Obligation"  means  an  obligation  that  is
required to be  classified  and  accounted  for as a capital lease for financial


<PAGE>
                                                                               5

reporting  purposes  in  accordance  with GAAP,  and the amount of  Indebtedness
represented  by  such  obligation  shall  be  the  capitalized  amount  of  such
obligation  determined in accordance with GAAP; and the Stated Maturity  thereof
shall be the date of the last payment of rent or any other amount due under such
lease  prior to the first date upon which  such lease may be  terminated  by the
lessee  without  payment of a penalty.  For purposes of Section  4.11, a Capital
Lease  Obligation  will be deemed to be secured by a Lien on the property  being
leased.

                  "Capital  Stock"  of any  Person  means  any and  all  shares,
interests  (including  partnership  interests),  rights to  purchase,  warrants,
options,  participations  or  other  equivalents  of or  interests  in  (however
designated) equity of such Person,  including any Preferred Stock, but excluding
any debt securities convertible into or exchangeable for such equity.

                  "Change  of  Control"  means  the  occurrence  of  any  of the
following events:

                  (1) any "person"  (as such term is used in Sections  13(d) and
         14(d) of the  Exchange  Act) is or becomes the  "beneficial  owner" (as
         defined in Rules 13d-3 and 13d-5 under the  Exchange  Act,  except that
         for  purposes of this  clause (1) such  person  shall be deemed to have
         "beneficial  ownership" of all shares that such person has the right to
         acquire,  whether such right is  exercisable  immediately or only after
         the passage of time),  directly or indirectly,  of more than 35% of the
         total voting power of the Voting Stock of the Company;

                  (2) individuals who on the Issue Date constituted the Board of
         Directors   (together   with  any  new  directors   whose  election  or
         appointment by such Board of Directors or whose nomination for election
         by the  shareholders  of the Company was  approved by a vote of 66?% of
         the  directors  of the  Company  then still in office  who were  either
         directors  on the  Issue  Date or  whose  election  or  nomination  for
         election was previously so approved) cease for any reason to constitute
         a majority of the Board of Directors then in office;

                  (3) the  adoption  of a plan  relating to the  liquidation  or
         dissolution of the Company; or


<PAGE>
                                                                               6

                  (4) the merger or  consolidation  of the Company  with or into
         another  Person  or the  merger  of  another  Person  with or into  the
         Company,  or the sale of all or  substantially  all the  assets  of the
         Company (determined on a consolidated  basis) to another Person,  other
         than a  transaction  following  which  (A) in the case of a  merger  or
         consolidation transaction,  holders of securities that represented 100%
         of  the  Voting  Stock  of  the  Company   immediately  prior  to  such
         transaction  (or  other  securities  into  which  such  securities  are
         converted  as part of such  merger or  consolidation  transaction)  own
         directly or  indirectly  at least a majority of the voting power of the
         Voting Stock of the  surviving  Person in such merger or  consolidation
         transaction immediately after such transaction and in substantially the
         same proportion as before the transaction and (B) in the case of a sale
         of assets transaction, each transferee becomes an obligor in respect of
         the Securities and a Subsidiary of the transferor of such assets.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Collateral"  means all the collateral  provided for under and
described in the Security Documents.

                  "Collateral  Agent"  means  the  Trustee  in its  capacity  as
"Collateral  Agent" hereunder and under the Security Documents and any successor
thereto in such capacity.

                  "Collateral  Agreement" means the Collateral Agreement,  dated
as of July 22,  2003,  among the  Company,  the  Subsidiary  Guarantors  and the
Collateral  Agent,  as the same may be amended  from time to time in  accordance
with its terms and this Indenture.

                  "Company"  means  the  party  named as such in this  Indenture
until a successor  replaces it and,  thereafter,  means the  successor  and, for
purposes of any provision  contained  herein and required by the TIA, each other
obligor on the Securities.

                  "Consolidated  Coverage Ratio" as of any date of determination
means the ratio of


<PAGE>
                                                                               7


                  (1) the aggregate  amount of EBITDA for the period of the most
         recent four  consecutive  fiscal quarters ending at least 45 days prior
         to the date of such determination to

                  (2)  Consolidated   Interest  Expense  for  such  four  fiscal
         quarters;

PROVIDED, HOWEVER, that


                  (1) if the Company or any  Restricted  Subsidiary has Incurred
         any  Indebtedness  since the  beginning  of such  period  that  remains
         outstanding or if the transaction  giving rise to the need to calculate
         the Consolidated  Coverage Ratio is an Incurrence of  Indebtedness,  or
         both, EBITDA and Consolidated Interest Expense for such period shall be
         calculated   after  giving   effect  on  a  PRO  FORMA  basis  to  such
         Indebtedness as if such Indebtedness had been Incurred on the first day
         of such period;

                  (2) if the Company or any  Restricted  Subsidiary  has repaid,
         repurchased,  defeased or otherwise  discharged any Indebtedness  since
         the  beginning of such period or if any  Indebtedness  is to be repaid,
         repurchased,  defeased or otherwise discharged (in each case other than
         Indebtedness  Incurred under any revolving  credit facility unless such
         Indebtedness has been permanently  repaid and has not been replaced) on
         the date of the  transaction  giving rise to the need to calculate  the
         Consolidated  Coverage Ratio, EBITDA and Consolidated  Interest Expense
         for such  period  shall be  calculated  on a PRO FORMA basis as if such
         discharge  had  occurred  on the first day of such period and as if the
         Company or such  Restricted  Subsidiary  has not  earned  the  interest
         income  actually  earned  during  such  period  in  respect  of cash or
         Temporary  Cash  Investments  used to  repay,  repurchase,  defease  or
         otherwise discharge such Indebtedness;

                  (3) if since the  beginning  of such period the Company or any
         Restricted Subsidiary shall have made any Asset Disposition, EBITDA for
         such period shall be reduced by an amount equal to EBITDA (if positive)
         directly attributable to the assets which are the subject of such Asset
         Disposition for such period,  or increased by an amount equal to EBITDA
         (if  negative),  directly  attributable  thereto  for such  period  and


<PAGE>
                                                                               8


         Consolidated  Interest  Expense for such period  shall be reduced by an
         amount equal to the Consolidated Interest Expense directly attributable
         to any Indebtedness of the Company or any Restricted Subsidiary repaid,
         repurchased,  defeased  or  otherwise  discharged  with  respect to the
         Company and its continuing  Restricted  Subsidiaries in connection with
         such Asset Disposition for such period (or, if the Capital Stock of any
         Restricted  Subsidiary is sold, the  Consolidated  Interest Expense for
         such  period  directly   attributable  to  the   Indebtedness  of  such
         Restricted  Subsidiary  to the extent the  Company  and its  continuing
         Restricted  Subsidiaries  are no longer  liable  for such  Indebtedness
         after such sale);

                  (4) if since the  beginning  of such period the Company or any
         Restricted  Subsidiary  (by  merger or  otherwise)  shall  have made an
         Investment in any Restricted  Subsidiary (or any Person which becomes a
         Restricted  Subsidiary)  or an  acquisition  of assets,  including  any
         acquisition  of  assets  occurring  in  connection  with a  transaction
         requiring a calculation to be made hereunder,  which constitutes all or
         substantially  all of an  operating  unit  of a  business,  EBITDA  and
         Consolidated Interest Expense for such period shall be calculated after
         giving  PRO FORMA  effect  thereto  (including  the  Incurrence  of any
         Indebtedness)  as if such  Investment  or  acquisition  occurred on the
         first day of such period; and

                  (5) if since the  beginning  of such  period any Person  (that
         subsequently became a Restricted  Subsidiary or was merged with or into
         the Company or any  Restricted  Subsidiary  since the beginning of such
         period)  shall  have  made any Asset  Disposition,  any  Investment  or
         acquisition  of assets that would have required an adjustment  pursuant
         to  clause  (3) or (4)  above if made by the  Company  or a  Restricted
         Subsidiary during such period, EBITDA and Consolidated Interest Expense
         for such  period  shall be  calculated  after  giving PRO FORMA  effect
         thereto  as  if  such  Asset  Disposition,  Investment  or  acquisition
         occurred on the first day of such period.

For purposes of this definition,  whenever PRO FORMA effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the
amount  of  Consolidated  Interest  Expense  associated  with  any  Indebtedness


<PAGE>
                                                                               9

Incurred in connection therewith, the PRO FORMA calculations shall be determined
in good faith by a responsible  financial or accounting  Officer of the Company.
If any  Indebtedness  bears a floating  rate of interest  and is being given PRO
FORMA effect,  the interest on such  Indebtedness  shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for the
entire  period  (taking into account any Interest Rate  Agreement  applicable to
such Indebtedness if such Interest Rate Agreement has a remaining term in excess
of 12 months). If any Indebtedness is Incurred under a revolving credit facility
and is being given PRO FORMA effect,  the interest on such Indebtedness shall be
calculated based on the average daily balance of such  Indebtedness for the four
fiscal  quarters  subject to the PRO FORMA  calculation  to the extent that such
Indebtedness was incurred solely for working capital purposes.

                  "Consolidated  Interest  Expense" means,  for any period,  the
total  interest  expense  of  the  Company  and  its   consolidated   Restricted
Subsidiaries,  plus, to the extent not included in such total interest  expense,
and to the  extent  incurred  by the  Company  or its  Restricted  Subsidiaries,
without duplication:

                  (1)   interest   expense   attributable   to   Capital   Lease
         Obligations;

                  (2) amortization of debt discount and debt issuance cost;

                  (3) capitalized interest;

                  (4) non-cash interest expense;

                  (5)  commissions,  discounts  and other fees and charges  owed
         with respect to letters of credit and bankers' acceptance financing;

                  (6) net payments pursuant to Hedging Obligations;

                  (7) dividends  accrued in respect of all Preferred  Stock held
         by Persons other than the Company or a Wholly Owned  Subsidiary  (other
         than dividends payable solely in Capital Stock (other than Disqualified
         Stock) of the Company);  PROVIDED, HOWEVER, that such dividends will be


<PAGE>
                                                                              10

         multiplied  by a  fraction,  the  numerator  of  which  is one  and the
         denominator  of which is one minus the  effective  combined tax rate of
         the issuer of such  Preferred  Stock  (expressed as a decimal) for such
         period (as estimated by the chief  financial  officer of the Company in
         good faith);

                  (8)  interest  incurred  in  connection  with  Investments  in
         discontinued operations;

                  (9) interest  accruing on any Indebtedness of any other Person
         to the extent such  Indebtedness  is  Guaranteed  by (or secured by the
         assets of) the Company or any Restricted Subsidiary; and

                  (10) the cash  contributions  to any employee stock  ownership
         plan or similar trust to the extent such contributions are used by such
         plan or trust to pay  interest  or fees to any Person  (other  than the
         Company)  in  connection  with  Indebtedness  Incurred  by such plan or
         trust.

                  "Consolidated  Net  Income"  means,  for any  period,  the net
income of the Company and its consolidated Subsidiaries; PROVIDED, HOWEVER, that
there shall not be included in such Consolidated Net Income:

                  (1) any net income of any Person  (other than the  Company) if
         such Person is not a Restricted Subsidiary, except that:

                           (A) subject to the exclusion  contained in clause (4)
                  below,  the  Company's  equity  in the net  income of any such
                  Person for such period shall be included in such  Consolidated
                  Net  Income  up to  the  aggregate  amount  of  cash  actually
                  distributed  by such Person  during such period to the Company
                  or a Restricted Subsidiary as a dividend or other distribution
                  (subject, in the case of a dividend or other distribution paid
                  to a Restricted  Subsidiary,  to the limitations  contained in
                  clause (3) below); and

                           (B) the  Company's  equity  in a net loss of any such
                  Person for such period shall be included in  determining  such
                  Consolidated Net Income;


<PAGE>
                                                                              11


                  (2) any net  income (or loss) of any  Person  acquired  by the
         Company or a Subsidiary in a pooling of interests  transaction  for any
         period prior to the date of such acquisition;

                  (3) any net income of any Restricted  Subsidiary (other than a
         Subsidiary  Guarantor)  if such  Restricted  Subsidiary  is  subject to
         restrictions,  directly or  indirectly,  on the payment of dividends or
         the making of distributions by such Restricted Subsidiary,  directly or
         indirectly, to the Company, except that:

                           (A) subject to the exclusion  contained in clause (4)
                  below,  the  Company's  equity  in the net  income of any such
                  Restricted  Subsidiary  for such  period  shall be included in
                  such  Consolidated  Net Income up to the  aggregate  amount of
                  cash actually distributed by such Restricted Subsidiary during
                  such period to the Company or another Restricted Subsidiary as
                  a dividend or other  distribution  (subject,  in the case of a
                  dividend  or other  distribution  paid to  another  Restricted
                  Subsidiary, to the limitation contained in this clause); and

                           (B) the  Company's  equity  in a net loss of any such
                  Restricted  Subsidiary  for such  period  shall be included in
                  determining such Consolidated Net Income;

                  (4) any  gain  (or  loss)  realized  upon  the  sale or  other
         disposition of any assets of the Company, its consolidated Subsidiaries
         or any  other  Person  (including  pursuant  to any  sale-and-leaseback
         arrangement)  which  are  not  sold  or  otherwise  disposed  of in the
         ordinary  course of business and any gain (or loss)  realized  upon the
         sale or other disposition of any Capital Stock of any Person;

                  (5) extraordinary gains or losses; and

                  (6)  the   cumulative   effect  of  a  change  in   accounting
         principles;

in each case, for such period. Notwithstanding the foregoing, for the purpose of
Section 4.04 only, (i) there shall be excluded from  Consolidated Net Income any
repurchases,  repayments or redemptions of Investments, proceeds realized on the


<PAGE>
                                                                              12


sale of  Investments  or  return  of  capital  to the  Company  or a  Restricted
Subsidiary to the extent such repurchases,  repayments, redemptions, proceeds or
returns increase the amount of Restricted Payments permitted pursuant to Section
4.04(a)(3)(D).

                  "Credit  Agent"  means  Fleet  Capital  Corporation,   in  its
capacity  as  administrative  agent  for  the  lenders  pursuant  to the  Credit
Agreement as of the Issue Date, or any other Person otherwise designated "Credit
Agent" pursuant to the Intercreditor Agreement.

                  "Credit  Agreement"  means the Amended and Restated Credit and
Security  Agreement,  dated as of November 21,  2002,  by and among the Company,
certain of its  Subsidiaries,  the lenders  referred to therein,  Fleet  Capital
Corporation,  as Administrative  Agent,  Fleet National Bank, as Issuing Lender,
Congress Financial  Corporation (New England), as Co-Syndication Agent, Key Bank
N.A., as Co-Syndication Agent and Merrill Lynch Capital, as Documentation Agent,
together  with the  related  documents  thereto  (including  the term  loans and
revolving loans thereunder,  any guarantees and security documents), as amended,
extended,  renewed, replaced,  restated,  supplemented or otherwise modified (in
whole or in part,  and  without  limitation  as to  amount,  terms,  conditions,
covenants  and other  provisions)  from  time to time,  and any  agreement  (and
related document)  governing  Indebtedness  incurred to Refinance or replace, in
whole or in part, the borrowings and commitments  then  outstanding or permitted
to be outstanding under such Credit Agreement or a successor Credit Agreement.

                  "Currency  Agreement"  means any  foreign  exchange  contract,
currency  swap  agreement or other  similar  agreement  with respect to currency
values.

                  "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

                  "Disqualified  Stock" means,  with respect to any Person,  any
Capital  Stock which by its terms (or by the terms of any security into which it
is convertible or for which it is  exchangeable  at the option of the holder) or
upon the happening of any event:


<PAGE>
                                                                              13


                  (1)  matures  or  is   mandatorily   redeemable   (other  than
         redeemable  only for Capital  Stock of such Person  which is not itself
         Disqualified Stock) pursuant to a sinking fund obligation or otherwise;

                  (2) is convertible or exchangeable at the option of the holder
         for Indebtedness or Disqualified Stock; or

                  (3) is  mandatorily  redeemable or must be purchased  upon the
         occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to the first  anniversary of the Stated Maturity of the
Securities;  PROVIDED, HOWEVER, that any Capital Stock that would not constitute
Disqualified  Stock but for provisions  thereof giving holders thereof the right
to  require  such  Person to  purchase  or redeem  such  Capital  Stock upon the
occurrence  of an "asset  sale" or "change of  control"  occurring  prior to the
first  anniversary of the Stated Maturity of the Securities shall not constitute
Disqualified  Stock if (A) the "asset  sale" or "change of  control"  provisions
applicable to such Capital  Stock are not more  favorable to the holders of such
Capital Stock than the terms  applicable to the  Securities in Sections 4.06 and
4.10 of this Indenture and (B) any such requirement only becomes operative after
compliance with such terms applicable to the Securities,  including the purchase
of any Securities tendered pursuant thereto.

                  The  amount  of any  Disqualified  Stock  that does not have a
fixed redemption, repayment or repurchase price will be calculated in accordance
with the terms of such  Disqualified  Stock as if such  Disqualified  Stock were
redeemed,  repaid  or  repurchased  on any  date on  which  the  amount  of such
Disqualified  Stock is to be  determined  pursuant to the  Indenture;  PROVIDED,
HOWEVER,  that if such Disqualified  Stock could not be required to be redeemed,
repaid  or  repurchased  at the  time of  such  determination,  the  redemption,
repayment or repurchase price will be the book value of such Disqualified  Stock
as reflected in the most recent financial statements of such Person.

                  "Domestic Restricted Subsidiary" means a Restricted Subsidiary
that is incorporated or otherwise organized under the laws of the United States,
any State thereof or the District of Columbia.


<PAGE>
                                                                              14


                  "EBITDA"  for any  period  means the sum of  Consolidated  Net
Income,   plus  the  following  to  the  extent  deducted  in  calculating  such
Consolidated Net Income:

                  (1) all income tax expense of the Company and its consolidated
         Restricted Subsidiaries;

                  (2) Consolidated Interest Expense;

                  (3) depreciation  and amortization  expense of the Company and
         its  consolidated   Restricted   Subsidiaries  (excluding  amortization
         expense attributable to a prepaid operating activity item that was paid
         in cash in a prior period);

                  (4)  all  other  non-cash  charges  of  the  Company  and  its
         consolidated  Restricted  Subsidiaries  (excluding  any  such  non-cash
         charge to the extent  that it  represents  an accrual of or reserve for
         cash expenditures in any future period); and

                  (5) solely for purposes of the  calculation of Senior Leverage
         Ratio, cash restructuring  charges (a) incurred in the period from June
         30,  2002 to  November  21,  2002 in the  amount  of  $840,000  and (b)
         incurred in the period from  November  21, 2002 to November 21, 2004 in
         an aggregate amount not to exceed $4,500,000;  provided,  however, that
         no adjustment  shall be made hereunder for such charges with respect to
         any single facility, plant or other property to the extent in excess of
         $2,000,000;

in each case for such period.  Notwithstanding the foregoing,  the provision for
taxes based on the income or profits of, and the  depreciation  and amortization
and non-cash charges of, a Restricted  Subsidiary shall be added to Consolidated
Net Income to compute  EBITDA  only to the extent  (and in the same  proportion,
including by reason of minority  interests)  that the net income or loss of such
Restricted  Subsidiary was included in calculating  Consolidated  Net Income and
only if a corresponding  amount would be permitted at the date of  determination
to be  dividended  to the Company by such  Restricted  Subsidiary  without prior
approval (that has not been obtained),  pursuant to the terms of its charter and
all agreements,  instruments,  judgments,  decrees,  orders, statutes, rules and
governmental  regulations  applicable  to  such  Restricted  Subsidiary  or  its
stockholders.


<PAGE>
                                                                              15


                  "Exchange Act" means the U.S. Securities Exchange Act of 1934,
as amended.

                  "Existing Notes" means the Series A and Series B 8 1/2% Senior
Subordinated Notes due 2008 of the Company.

                  "Existing  Notes  Indenture"  means the indenture  dated as of
March 31, 1998 among the Company,  the subsidiary  guarantors  party thereto and
State Street Bank and Trust Company,  N.A., as trustee, under which the Existing
Notes were issued, as amended, modified or supplemented from time to time.

                  "First Lien Obligations"  means (i) all Indebtedness  Incurred
pursuant to and in  compliance  with  Section  4.03(b)(1)  and secured by a Lien
permitted  under  clause  (7) of the  definition  of  Permitted  Liens  that  is
designated by the Company as first-lien Indebtedness, (ii) all other Obligations
(not constituting Indebtedness) of the Company or any Subsidiary Guarantor under
the agreements  governing such  Indebtedness and (iii) all other  Obligations of
the Company or any  Subsidiary  Guarantor in respect of Hedging  Obligations  or
Obligations  in respect of cash  management  services  in  connection  with such
first-lien Indebtedness.

                  "Foreign  Subsidiary"  means any Restricted  Subsidiary of the
Company that is not a Domestic Restricted Subsidiary.

                  "GAAP" means generally accepted  accounting  principles in the
United States of America as in effect as of the Issue Date,  including those set
forth in:

                  (1)  the  opinions  and   pronouncements   of  the  Accounting
         Principles  Board  of  the  American   Institute  of  Certified  Public
         Accountants;

                  (2) statements and pronouncements of the Financial  Accounting
         Standards Board;

                  (3) such other  statements by such other entity as approved by
         a significant segment of the accounting profession; and

                  (4)  the  rules  and  regulations  of the  SEC  governing  the
         inclusion  of  financial  statements  (including  PRO  FORMA  financial
         statements)  in  periodic  reports  required  to be filed  pursuant  to


<PAGE>
                                                                              16


         Section 13 of the Exchange Act,  including  opinions and pronouncements
         in staff accounting  bulletins and similar written  statements from the
         accounting staff of the SEC.

                  All ratios and  computations  based on GAAP  contained in this
Indenture shall be computed in conformity with GAAP.

                  "Guarantee" means any obligation,  contingent or otherwise, of
any Person directly or indirectly  guaranteeing  any  Indebtedness of any Person
and any obligation, direct or indirect, contingent or otherwise, of such Person:

                  (1) to  purchase  or pay (or  advance or supply  funds for the
         purchase  or payment  of) such  Indebtedness  of such  Person  (whether
         arising by virtue of  partnership  arrangements,  or by  agreements  to
         keep-well,  to purchase  assets,  goods,  securities  or  services,  to
         take-or-pay   or  to  maintain   financial   statement   conditions  or
         otherwise); or

                  (2)  entered  into for the  purpose of  assuring  in any other
         manner the obligee of such  Indebtedness  of the payment  thereof or to
         protect  such obligee  against loss in respect  thereof (in whole or in
         part);

PROVIDED,  HOWEVER, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business.  The term  "Guarantee"
used as a verb has a corresponding  meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

                  "Guarantee  Agreement"  means  a  supplemental  indenture,  in
substantially  the form  included  as Exhibit 1 to this  Indenture,  pursuant to
which a Subsidiary Guarantor  guarantees the Company's  obligations with respect
to the Securities on the terms provided for in this Indenture.

                  "Hedging  Obligations"  of any Person means the obligations of
such Person pursuant to any Interest Rate Agreement or Currency Agreement.

                  "Holder" or "Securityholder"  means the Person in whose name a
Security is registered on the Registrar's books.


<PAGE>
                                                                              17


                  "Incur"  means issue,  assume,  Guarantee,  incur or otherwise
become liable for; PROVIDED, HOWEVER, that any Indebtedness of a Person existing
at the time such  Person  becomes a  Restricted  Subsidiary  (whether by merger,
consolidation,  acquisition or otherwise) shall be deemed to be Incurred by such
Person at the time it becomes a  Restricted  Subsidiary.  The term  "Incurrence"
when used as a noun shall have a correlative meaning.

                  Solely for  purposes of  determining  compliance  with Section
4.03:

                  (1)   amortization  of  debt  discount  or  the  accretion  of
         principal  with  respect to a  non-interest  bearing or other  discount
         security;

                  (2) the payment of regularly scheduled interest in the form of
         additional  Indebtedness  of the  same  instrument  or the  payment  of
         regularly   scheduled  dividends  on  Capital  Stock  in  the  form  of
         additional Capital Stock of the same class and with the same terms; and

                  (3) the obligation to pay a premium in respect of Indebtedness
         arising in  connection  with the issuance of a notice of  redemption or
         the making of a mandatory offer to purchase such Indebtedness;

will not be deemed to be the Incurrence of Indebtedness.

                  "Indebtedness"  means,  with respect to any Person on any date
of determination (without duplication):

                  (1) the  principal  in  respect  of (A)  indebtedness  of such
         Person for money  borrowed  and (B)  indebtedness  evidenced  by notes,
         debentures, bonds or other similar instruments for the payment of which
         such Person is  responsible  or liable,  including,  in each case,  any
         premium on such  indebtedness to the extent such premium has become due
         and payable;

                  (2) all  Capital  Lease  Obligations  of such  Person  and all
         Attributable  Debt in respect of  Sale/Leaseback  Transactions  entered
         into by such Person;

                  (3) all  obligations  of such Person  issued or assumed as the
         deferred  purchase price of property,  all conditional sale obligations


<PAGE>
                                                                              18


         of such  Person  and all  obligations  of such  Person  under any title
         retention  agreement (but excluding  trade accounts  payable arising in
         the ordinary course of business);

                  (4) all  obligations of such Person for the  reimbursement  of
         any  obligor on any letter of credit,  bankers'  acceptance  or similar
         credit  transaction  (other than obligations with respect to letters of
         credit  securing  obligations  (other  than  obligations  described  in
         clauses (1) through (3) above)  entered into in the ordinary  course of
         business of such  Person to the extent  such  letters of credit are not
         drawn  upon or,  if and to the  extent  drawn  upon,  such  drawing  is
         reimbursed no later than the tenth  Business Day  following  payment on
         the letter of credit);

                  (5) the amount of all  obligations of such Person with respect
         to the redemption,  repayment or other  repurchase of any Capital Stock
         of such Person or any  Subsidiary of such Person or that are determined
         by the  value of such  Capital  Stock,  the  principal  amount  of such
         Capital Stock to be determined in accordance with this Indenture;

                  (6) all  obligations  of the type  referred  to in clauses (1)
         through (5) of other Persons and all dividends of other Persons for the
         payment of which, in either case, such Person is responsible or liable,
         directly or indirectly, as obligor,  guarantor or otherwise,  including
         by means of any Guarantee;

                  (7) all  obligations  of the type  referred  to in clauses (1)
         through  (6) of other  Persons  secured by any Lien on any  property or
         asset of such Person (whether or not such obligation is assumed by such
         Person), the amount of such obligation being deemed to be the lesser of
         the value of such  property or assets and the amount of the  obligation
         so secured; and

                  (8) to the extent not otherwise  included in this  definition,
         Hedging Obligations of such Person.

Notwithstanding the foregoing, in connection with the purchase by the Company or
any Restricted Subsidiary of any business,  the term "Indebtedness" will exclude
post-closing  payment adjustments to which the seller may become entitled to the
extent such  payment is  determined  by a final  closing  balance  sheet or such


<PAGE>
                                                                              19


payment depends on the performance of such business after the closing; PROVIDED,
HOWEVER,  that,  at the time of closing,  the amount of any such  payment is not
determinable  and,  to the extent  such  payment  thereafter  becomes  fixed and
determined, the amount is paid within 90 days thereafter.

                  The amount of  Indebtedness of any Person at any date shall be
the  outstanding  balance  at such  date  of all  unconditional  obligations  as
described  above  and  the  maximum  liability,   upon  the  occurrence  of  the
contingency giving rise to the obligation, of any contingent obligations at such
date;  PROVIDED,  HOWEVER,  that in the case of Indebtedness sold at a discount,
the amount of such  Indebtedness  at any time will be the accreted value thereof
at such time.

                  "Indenture"  means this  Indenture as amended or  supplemented
from time to time.

                  "Independent  Qualified  Party"  means an  investment  banking
firm, accounting firm or appraisal firm of national standing; PROVIDED, HOWEVER,
that such firm is not an Affiliate of the Company.

                  "Initial  Purchasers" means Credit Suisse First Boston LLC and
Fleet Securities, Inc.

                  "Intercreditor  Agreement" means the Intercreditor  Agreement,
dated as of July 22,  2003,  among the Trustee,  in its  capacity as  Collateral
Agent, the Company, the Subsidiary Guarantors and Fleet Capital Corporation,  as
Credit Agent,  as the same may be amended from time to time in  accordance  with
its terms and this Indenture.

                  "Interest  Rate  Agreement"   means  any  interest  rate  swap
agreement,   interest  rate  cap  agreement  or  other  financial  agreement  or
arrangement with respect to exposure to interest rates.

                  "Investment"  in any  Person  means  any  direct  or  indirect
advance,  loan  (other than  advances to  customers  in the  ordinary  course of
business  that are recorded as accounts  receivable  on the balance sheet of the
lender) or other extensions of credit  (including by way of Guarantee or similar
arrangement)  or capital  contribution  to (by means of any  transfer of cash or
other property to others or any payment for property or services for the account
or use of others), or any purchase or acquisition of Capital Stock, Indebtedness


<PAGE>
                                                                              20


or other similar instruments issued by such Person. Except as otherwise provided
for herein,  the amount of an Investment shall be its fair value at the time the
Investment is made and without giving effect to subsequent changes in value.

                  For purposes of the definition of  "Unrestricted  Subsidiary",
the  definition of  "Restricted  Payment" and Section 4.04,  "Investment"  shall
include

                  (1)  the  portion   (proportionate  to  the  Company's  equity
         interest in such Subsidiary) of the fair market value of the net assets
         of any  Subsidiary  of the Company at the time that such  Subsidiary is
         designated an Unrestricted Subsidiary;  PROVIDED,  however, that upon a
         redesignation  of  such  Subsidiary  as a  Restricted  Subsidiary,  the
         Company shall be deemed to continue to have a permanent "Investment" in
         an  Unrestricted  Subsidiary  equal to an amount (if positive) equal to
         (A) the Company's  "Investment"  in such Subsidiary at the time of such
         redesignation  less (B) the  portion  (proportionate  to the  Company's
         equity interest in such Subsidiary) of the fair market value of the net
         assets of such Subsidiary at the time of such redesignation; and

                  (2)  any  property  transferred  to or  from  an  Unrestricted
         Subsidiary shall be valued at its fair market value at the time of such
         transfer,  in each  case as  determined  in good  faith by the Board of
         Directors.

                  "Issue Date" means July 22, 2003.

                  "Legal  Holiday" means a Saturday,  a Sunday or a day on which
banking institutions are not required to be open in the State of New York.

                  "Lien"  means  any  mortgage,   pledge,   security   interest,
encumbrance, lien or charge of any kind (including any conditional sale or other
title retention agreement or lease in the nature thereof).

                  "Mortgage"  means a  mortgage,  deed of trust,  deed to secure
debt, assignment of leases and rents,  leasehold mortgage,  land charge or other
security  document  granting  a Lien on any  Mortgaged  Property  to secure  the
Security Obligations of the Company or the applicable Subsidiary Guarantor. Each


<PAGE>
                                                                              21


Mortgage shall be satisfactory in form and substance to the Collateral Agent.

                  "Mortgaged  Property"  means,  initially,  each parcel of real
property and the  improvements  thereto  owned by the Company or any  Subsidiary
Guarantor and identified on Schedule IV to the Collateral Agreement and includes
each other  parcel of real  property  and  improvements  thereto with respect to
which a Mortgage is granted pursuant to this Indenture.

                  "Net  Available  Cash"  from an Asset  Disposition  means cash
payments  received  therefrom  (including  any cash payments  received by way of
deferred  payment of principal  pursuant to a note or installment  receivable or
otherwise  and proceeds  from the sale or other  disposition  of any  securities
received as  consideration,  but only as and when  received,  but  excluding any
other  consideration  received in the form of assumption by the acquiring Person
of  Indebtedness or other  obligations  relating to such properties or assets or
received in any other non-cash form), in each case net of:

                  (1) all legal,  title and recording tax expenses,  commissions
         and  other  fees  and  expenses  incurred,  and  all  Federal,   state,
         provincial,  foreign  and  local  taxes  required  to be  accrued  as a
         liability under GAAP, as a consequence of such Asset Disposition;

                  (2) all payments made on any Indebtedness  which is secured by
         any assets subject to such Asset  Disposition,  in accordance  with the
         terms of any Lien  upon or other  security  agreement  of any kind with
         respect to such  assets,  or which  must by its  terms,  or in order to
         obtain a necessary consent to such Asset Disposition,  or by applicable
         law, be repaid out of the proceeds from such Asset Disposition;

                  (3) all  distributions  and other payments required to be made
         to minority interest holders in Restricted  Subsidiaries as a result of
         such Asset Disposition;

                  (4) the  deduction  of  appropriate  amounts  provided  by the
         seller as a reserve,  in accordance with GAAP,  against any liabilities
         associated  with the  property or other  assets  disposed in such Asset
         Disposition  and retained by the Company or any  Restricted  Subsidiary


<PAGE>
                                                                              22


         after such Asset Disposition; and

                  (5)  any  portion  of  the   purchase   price  from  an  Asset
         Disposition  placed in escrow,  whether as a reserve for  adjustment of
         the purchase price,  for satisfaction of indemnities in respect of such
         Asset   Disposition   or  otherwise  in  connection   with  that  Asset
         Disposition;  PROVIDED,  HOWEVER,  that  upon the  termination  of that
         escrow, Net Available Cash will be increased by any portion of funds in
         the  escrow  that  are  released  to  the  Company  or  any  Restricted
         Subsidiary.

                  "Net Cash  Proceeds",  with respect to any issuance or sale of
Capital Stock or Indebtedness,  means the cash proceeds of such issuance or sale
net of attorneys' fees,  accountants'  fees,  underwriters' or placement agents'
fees, discounts or commissions and brokerage, consultant and other fees actually
incurred  in  connection  with such  issuance  or sale and net of taxes  paid or
payable as a result thereof.

                  "Obligations"  means  with  respect to any  Indebtedness,  all
obligations for principal, premium, interest, penalties, fees, indemnifications,
reimbursements,   and  other  amounts  payable  pursuant  to  the  documentation
governing such Indebtedness.

                  "Offering Circular" means the offering circular dated July 15,
2003, used in connection with the sale of the Initial Securities.

                  "Officer"  means the Chief Executive  Officer,  the President,
any Vice President, the Treasurer or the Secretary of the Company.

                  "Officers'  Certificate"  means a  certificate  signed  by two
Officers.

                  "Opinion  of  Counsel"  means a  written  opinion  from  legal
counsel  who is  reasonably  acceptable  to the  Trustee.  The counsel may be an
employee of or counsel to the Company or the Trustee.

                  "Perfection  Certificate"  means  the  perfection  certificate
delivered by the Company to the Collateral Agent on the Issue Date.


<PAGE>
                                                                              23


                  "Permitted  Investment"  means an Investment by the Company or
any Restricted Subsidiary in:

                  (1) the  Company,  a  Restricted  Subsidiary  or a Person that
         will,  upon  the  making  of  such  Investment,   become  a  Restricted
         Subsidiary;  PROVIDED,  HOWEVER,  that  the  primary  business  of such
         Restricted Subsidiary is a Related Business;

                  (2) another Person,  if as a result of such  Investment,  such
         other Person is merged or  consolidated  with or into,  or transfers or
         conveys  all or  substantially  all its  assets  to,  the  Company or a
         Restricted  Subsidiary;  PROVIDED,  HOWEVER, that such Person's primary
         business is a Related Business;

                  (3) cash and Temporary Cash Investments;

                  (4)  receivables  owing  to  the  Company  or  any  Restricted
         Subsidiary  if created or acquired in the  ordinary  course of business
         and payable or  dischargeable in accordance with customary trade terms;
         PROVIDED, HOWEVER, that such trade terms may include such concessionary
         trade  terms as the  Company or any such  Restricted  Subsidiary  deems
         reasonable under the circumstances;

                  (5) payroll, travel and similar advances to cover matters that
         are expected at the time of such  advances  ultimately to be treated as
         expenses  for  accounting  purposes  and that are made in the  ordinary
         course of business;

                  (6) loans or advances to employees made in the ordinary course
         of  business  consistent  with past  practices  of the  Company or such
         Restricted Subsidiary;

                  (7) stock, obligations or securities received in settlement of
         debts  created  in the  ordinary  course of  business  and owing to the
         Company or any Restricted Subsidiary or in satisfaction of judgments;

                  (8) any Person to the extent such  Investment  represents  the
         non-cash portion of the consideration received for an Asset Disposition
         as permitted pursuant to Section 4.06;


<PAGE>
                                                                              24


                  (9) any  Person  where such  Investment  was  acquired  by the
         Company or any of its Restricted  Subsidiaries  (a) in exchange for any
         other Investment or accounts receivable held by the Company or any such
         Restricted   Subsidiary  in  connection  with  or  as  a  result  of  a
         bankruptcy,  workout,  reorganization or recapitalization of the issuer
         of such other Investment or accounts receivable or (b) as a result of a
         foreclosure by the Company or any of its Restricted  Subsidiaries  with
         respect  to any  secured  Investment  or other  transfer  of title with
         respect to any secured Investment in default;

                  (10) any  Person to the  extent  such  Investments  consist of
         prepaid expenses, negotiable instruments held for collection and lease,
         utility  and  workers'  compensation,  performance  and  other  similar
         deposits made in the ordinary  course of business by the Company or any
         Restricted Subsidiary;

                  (11) any  Person to the  extent  such  Investments  consist of
         Hedging Obligations otherwise permitted under Section 4.03;

                  (12) Persons to the extent such  Investments  are in existence
         on the Issue Date;

                  (13) any Investment by the Company or a Restricted  Subsidiary
         in a  Receivables  Subsidiary,  or  any  Investment  by  a  Receivables
         Subsidiary  in  another  Person,  in  each  case in  connection  with a
         Qualified  Receivables  Transaction;   PROVIDED,   HOWEVER,  that  such
         Investment  is in the  form  of a  purchase  money  note  or an  equity
         interest; and

                  (14)  Persons  to the  extent  such  Investments,  when  taken
         together with all other  Investments  made pursuant to this clause (14)
         outstanding  on the date such  Investment  is made, do not exceed $15.0
         million.

                  "Permitted Liens" means, with respect to any Person:

                  (1)  pledges  or  deposits  by  such  Person  under   worker's
         compensation laws,  unemployment insurance laws or similar legislation,
         or good faith  deposits in  connection  with bids,  tenders,  contracts
         (other  than for the payment of  Indebtedness)  or leases to which such


<PAGE>
                                                                              25


         Person  is  a  party,   or  deposits  to  secure  public  or  statutory
         obligations  of such  Person  or  deposits  of cash  or  United  States
         government  bonds to secure surety or appeal bonds to which such Person
         is a party,  or  deposits  as security  for  contested  taxes or import
         duties  or for the  payment  of  rent,  in each  case  Incurred  in the
         ordinary course of business;

                  (2) Liens imposed by law,  such as  carriers',  warehousemen's
         and  mechanics'  Liens,  in each  case  for  sums  not yet due or being
         contested  in good  faith by  appropriate  proceedings  or other  Liens
         arising out of judgments or awards  against such Person with respect to
         which  such  Person  shall then be  proceeding  with an appeal or other
         proceedings  for  review  and  Liens  arising  solely  by virtue of any
         statutory or common law provision relating to banker's Liens, rights of
         set-off or similar rights and remedies as to deposit  accounts or other
         funds  maintained  with a creditor  depository  institution;  PROVIDED,
         HOWEVER,  that  (A)  such  deposit  account  is  not a  dedicated  cash
         collateral account and is not subject to restrictions against access by
         the Company in excess of those set forth by regulations  promulgated by
         the Federal  Reserve Board and (B) such deposit account is not intended
         by the Company or any  Restricted  Subsidiary to provide  collateral to
         the depository institution;

                  (3) Liens for property  taxes not yet subject to penalties for
         non-payment  or which are being  contested in good faith by appropriate
         proceedings;

                  (4) Liens in favor of  issuers  of surety  bonds or letters of
         credit  issued  pursuant  to the request of and for the account of such
         Person in the ordinary course of its business;  PROVIDED, HOWEVER, that
         such letters of credit do not constitute Indebtedness;

                  (5) minor survey exceptions, minor encumbrances,  easements or
         reservations  of, or rights of  others  for,  licenses,  rights-of-way,
         sewers, electric lines, telegraph and telephone lines and other similar
         purposes,  or  zoning  or  other  restrictions  as to the  use of  real
         property or Liens  incidental  to the  conduct of the  business of such
         Person or to the ownership of its properties which were not Incurred in
         connection  with  Indebtedness  and  which  do  not  in  the  aggregate
         materially  adversely affect the value of said properties or materially


<PAGE>
                                                                              26


         impair their use in the operation of the business of such Person;

                  (6)  Liens  securing  Indebtedness  Incurred  to  finance  the
         construction,  purchase  or  lease  of,  or  repairs,  improvements  or
         additions to,  property,  plant or equipment of such Person;  PROVIDED,
         HOWEVER,  that the Lien may not extend to any other  property  owned by
         such Person or any of its Restricted  Subsidiaries at the time the Lien
         is  Incurred  (other than assets and  property  affixed or  appurtenant
         thereto),  and the  Indebtedness  (other  than  any  interest  thereon)
         secured  by the Lien may not be  Incurred  more than 180 days after the
         later  of  the  acquisition,   completion  of   construction,   repair,
         improvement, addition or commencement of full operation of the property
         subject to the Lien;

                  (7) Liens to secure  Indebtedness  Incurred pursuant to and in
         compliance with Section 4.03(b)(1);

                  (8) Liens existing on the Issue Date (other than Liens subject
         to clause (7) of this definition);

                  (9) Liens on  property  or shares of Capital  Stock of another
         Person at the time such  other  Person  becomes  a  Subsidiary  of such
         Person;  PROVIDED,  HOWEVER, that the Liens may not extend to any other
         property  owned by such  Person or any of its  Restricted  Subsidiaries
         (other than assets and property affixed or appurtenant thereto);

                  (10) Liens on  property  at the time such Person or any of its
         Subsidiaries acquires the property,  including any acquisition by means
         of a merger or  consolidation  with or into such Person or a Subsidiary
         of such Person; PROVIDED, HOWEVER, that the Liens may not extend to any
         other   property  owned  by  such  Person  or  any  of  its  Restricted
         Subsidiaries  (other than assets and  property  affixed or  appurtenant
         thereto);

                  (11) Liens  securing  Indebtedness  or other  obligations of a
         Subsidiary  of  such  Person  owing  to  such  Person  or a  Restricted
         Subsidiary of such Person;

                  (12)  Liens  securing  Hedging  Obligations  so  long  as such
         Hedging Obligations relate to Indebtedness that is, and is permitted to


<PAGE>
                                                                              27


         be  under  this  Indenture,  secured  by a Lien  on the  same  property
         securing such Hedging Obligations;

                  (13)  Liens to secure  Indebtedness  of a  Foreign  Subsidiary
         Incurred pursuant to Section 4.03(b)(12);  PROVIDED, HOWEVER, that such
         Liens  shall be  limited  to the  property  or assets  of such  Foreign
         Subsidiary  and shall in no event  extend to any  property or assets of
         the Company or any Subsidiary Guarantor;

                  (14)  Liens  to  secure   any   Refinancing   (or   successive
         Refinancings)  as a whole, or in part, of any  Indebtedness  secured by
         any Lien  referred to in the  foregoing  clause (6),  (8), (9) or (10);
         PROVIDED,  HOWEVER,  that (A) such new Lien  shall be limited to all or
         part of the same property and assets that secured or, under the written
         agreements  pursuant to which the original Lien arose, could secure the
         original  Lien (plus  improvements  and  accessions to such property or
         proceeds or distributions  thereof) and (B) the Indebtedness secured by
         such Lien at such time is not increased to any amount  greater than the
         sum of (i) the outstanding  principal amount or, if greater,  committed
         amount of the Indebtedness described under clause (6), (8), (9) or (10)
         at the time the  original  Lien  became  a  Permitted  Lien and (ii) an
         amount  necessary  to pay any fees and  expenses,  including  premiums,
         related  to  such  refinancing,   refunding,   extension,   renewal  or
         replacement;

                  (15) Liens on accounts  receivable and assets related thereto,
         if any, in connection with a Qualified Receivables Transaction incurred
         in compliance with Section 4.03(b)(11); and

                  (16) Liens upon the Collateral securing the Securities.

Notwithstanding  the  foregoing,  "Permitted  Liens"  will not  include any Lien
described  in clause (6),  (9) or (10) above to the extent such Lien  applies to
any Additional  Assets  acquired  directly or indirectly from Net Available Cash
pursuant  to  Section  4.06.   For  purposes  of  this   definition,   the  term
"Indebtedness" shall be deemed to include interest on such Indebtedness.

                  "Person"  means  any  individual,  corporation,   partnership,
limited liability  company,  joint venture,  association,  joint-stock  company,


<PAGE>
                                                                              28


trust,  unincorporated  organization,  government  or any  agency  or  political
subdivision thereof or any other entity.

                  "Preferred  Stock",  as  applied to the  Capital  Stock of any
Person,  means Capital Stock of any class or classes (however  designated) which
is  preferred  as to the payment of  dividends  or  distributions,  or as to the
distribution  of  assets  upon  any  voluntary  or  involuntary  liquidation  or
dissolution  of such Person,  over shares of Capital Stock of any other class of
such Person.

                  "principal"  of a Security means the principal of the Security
plus the premium,  if any, payable on the Security which is due or overdue or is
to become due at the relevant time.

                  "Public Equity Offering" means an underwritten  primary public
offering of common stock of the Company  pursuant to an  effective  registration
statement under the Securities Act.

                  "Qualified  Receivables  Transaction" means any transaction or
series of  transactions  entered  into by the  Company or any of its  Restricted
Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries
sells,  conveys or  otherwise  transfers  pursuant to  customary  terms to (i) a
Receivables  Subsidiary  (in the case of a transfer by the Company or any of its
Restricted Subsidiaries) and (ii) any other Person (in the case of a transfer by
a  Receivables  Subsidiary),  or grants a security  interest  in,  any  accounts
receivable (whether now existing or arising in the future) of the Company or any
of its Restricted  Subsidiaries,  and any assets related thereto,  including all
collateral securing such accounts  receivable,  all contracts and all guarantees
or other  obligations in respect of such accounts  receivable,  proceeds of such
accounts  receivable  and other assets which are  customarily  transferred or in
respect of which security  interests are customarily  granted in connection with
asset securitization transactions involving accounts receivable.

                  "Receivables  Subsidiary"  means a domestic  Subsidiary of the
Company  which  engages  in no  activities  other  than in  connection  with the
financing  of  accounts  receivable  and  which is  designated  by the  Board of
Directors of the Company (as provided below) as a Receivables  Subsidiary (a) no
portion of the Indebtedness or any other  Obligations  (contingent or otherwise)


<PAGE>
                                                                              29


of which (i) is Guaranteed by the Company or any of its Restricted  Subsidiaries
(but excluding customary representations,  warranties, covenants and indemnities
entered into in the ordinary  course of business in connection  with a Qualified
Receivables Transaction), (ii) is recourse to or obligates the Company or any of
its  Restricted  Subsidiaries  in any  way  other  than  pursuant  to  customary
representations,   warranties,   covenants  and  indemnities   entered  into  in
connection  with a  Qualified  Receivables  Transaction  or (iii)  subjects  any
property or asset of the Company or any of its Restricted Subsidiaries, directly
or indirectly,  contingently or otherwise,  to the satisfaction  thereof,  other
than   pursuant  to  customary   representations,   warranties,   covenants  and
indemnities entered into in the ordinary course of business in connection with a
Qualified Receivables Transaction, (b) with which neither the Company nor any of
its Restricted Subsidiaries has any material contract, agreement, arrangement or
understanding  other  than on terms no less  favorable  to the  Company  or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not  Affiliates of the Company,  other than fees payable in the ordinary
course of business in  connection  with  servicing  accounts  receivable of such
entity  and  (c) to  which  neither  the  Company  nor  any  of  its  Restricted
Subsidiaries  has any  obligation  to  maintain or  preserve  such  Subsidiary's
financial  condition  or cause  such  Subsidiary  to achieve  certain  levels of
operating results. Any such designation by the Board of Directors of the Company
will be evidenced to the Trustee by filing with the Trustee a certified  copy of
the  resolution  of the Board of Directors of the Company  giving effect to such
designation  and an  Officer's  Certificate  certifying  that  such  designation
complied with the foregoing conditions.

                  "Refinance"   means,  in  respect  of  any  Indebtedness,   to
refinance,  extend, renew, refund, repay, prepay, redeem,  purchase,  defease or
retire,  or to issue other  Indebtedness  in exchange or  replacement  for, such
Indebtedness. "Refinanced" and "Refinancing" shall have correlative meanings.

                  "Refinancing  Indebtedness" means Indebtedness that Refinances
any  Indebtedness  of the Company or any Restricted  Subsidiary  existing on the
Issue Date or Incurred in compliance with this Indenture, including Indebtedness


<PAGE>
                                                                              30


that Refinances Refinancing Indebtedness; PROVIDED, HOWEVER, that:

                  (1) such  Refinancing  Indebtedness  has a Stated  Maturity no
         earlier than the Stated Maturity of the Indebtedness being Refinanced;

                  (2) such  Refinancing  Indebtedness has an Average Life at the
         time such  Refinancing  Indebtedness  is  Incurred  that is equal to or
         greater than the Average Life of the Indebtedness being Refinanced;

                  (3) such Refinancing  Indebtedness has an aggregate  principal
         amount (or if Incurred with original issue discount, an aggregate issue
         price) that is equal to or less than the aggregate principal amount (or
         if Incurred with original issue discount, the aggregate accreted value)
         then  outstanding or committed  (plus fees and expenses,  including any
         premium and defeasance costs) under the Indebtedness  being Refinanced;
         and

                  (4) if the  Indebtedness  being  Refinanced is subordinated in
         right of payment to the Securities,  such  Refinancing  Indebtedness is
         subordinated in right of payment to the Securities at least to the same
         extent as the Indebtedness being Refinanced;

PROVIDED FURTHER,  HOWEVER, that Refinancing  Indebtedness shall not include (A)
Indebtedness of a Subsidiary that is not a Subsidiary  Guarantor that Refinances
Indebtedness  of the Company or (B)  Indebtedness of the Company or a Restricted
Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

                  "Registration  Rights Agreement" means the Registration Rights
Agreement dated July 15, 2003, among the Company, the Subsidiary  Guarantors and
the Initial Purchasers.

                  "Related  Business" means any business in which the Company or
any of the  Restricted  Subsidiaries  was  engaged  on the  Issue  Date  and any
business related, ancillary or complementary to such business.

                  "Restricted Payment" with respect to any Person means:


<PAGE>
                                                                              31



                  (1) the  declaration  or payment of any dividends or any other
         distributions  of any sort in respect of its Capital  Stock  (including
         any payment in connection  with any merger or  consolidation  involving
         such  Person) or similar  payment to the direct or indirect  holders of
         its Capital Stock (other than dividends or distributions payable solely
         in its Capital Stock (other than  Disqualified  Stock) and dividends or
         distributions payable solely to the Company or a Restricted Subsidiary,
         and other  than pro rata  dividends  or other  distributions  made by a
         Subsidiary   that  is  not  a  Wholly  Owned   Subsidiary  to  minority
         stockholders  (or  owners of an  equivalent  interest  in the case of a
         Subsidiary that is an entity other than a corporation));

                  (2)  the  purchase,   redemption  or  other   acquisition   or
         retirement  for value of any Capital  Stock of the Company  held by any
         Person or of any Capital Stock of a Restricted  Subsidiary  held by any
         Affiliate  of  the  Company  (other  than  a  Restricted   Subsidiary),
         including in connection with any merger or consolidation  and including
         the  exercise of any option to exchange  any Capital  Stock (other than
         into Capital Stock of the Company that is not Disqualified Stock);

                  (3) the purchase, repurchase,  redemption, defeasance or other
         acquisition  or  retirement  for value,  prior to  scheduled  maturity,
         scheduled   repayment  or   scheduled   sinking  fund  payment  of  any
         Subordinated  Obligations  of the Company or any  Subsidiary  Guarantor
         (other  than  the  purchase,   repurchase,   or  other  acquisition  of
         Subordinated  Obligations  purchased in  anticipation  of  satisfying a
         sinking fund obligation,  principal  installment or final maturity,  in
         each case due within one year of the date of such purchase,  repurchase
         or other acquisition); or

                  (4) the  making  of any  Investment  (other  than a  Permitted
         Investment) in any Person.

                  "Restricted  Subsidiary"  means any  Subsidiary of the Company
that is not an Unrestricted Subsidiary.

                  "Sale/Leaseback  Transaction" means an arrangement relating to
property  owned by the Company or a Restricted  Subsidiary  on the Issue Date or


<PAGE>
                                                                              32


thereafter  acquired  by the  Company or a  Restricted  Subsidiary  whereby  the
Company or a Restricted  Subsidiary  transfers such property to a Person and the
Company or a Restricted Subsidiary leases it from such Person.

                  "SEC" means the U.S. Securities and Exchange Commission.

                  "Secured  Parties"  means (a) the Trustee,  (b) the Collateral
Agent, (c) each  Securityholder,  (d) the beneficiaries of each  indemnification
obligation  undertaken  by the  Company or any  Subsidiary  Guarantor  under any
Security Document and (e) the successors and assigns of each of the foregoing.

                  "Securities" means the Securities issued under this Indenture.

                  "Securities  Act" means the U.S.  Securities  Act of 1933,  as
amended.

                  "Security  Documents"  means  the  Collateral  Agreement,  the
Mortgages,  any agreements  pursuant to which assets are added to the Collateral
and any other  instruments or documents  entered into or delivered in connection
with any of the foregoing, as such agreements, instruments or documents may from
time to time be amended.

                  "Security  Obligations" means (a) the due and punctual payment
by the Company of (i) the Obligations and (ii) all other monetary obligations of
the  Company to any  Secured  Parties,  in each case under this  Indenture,  the
Securities  and each of the Security  Documents,  including  obligations  to pay
fees, expense reimbursement obligations and indemnification obligations, whether
primary, secondary, direct, contingent, fixed or otherwise (including,  monetary
obligations  incurred  during  the  pendency  of  any  bankruptcy,   insolvency,
receivership,  other  similar  proceeding,  regardless  of  whether  allowed  or
allowable in such proceeding), (b) the due and punctual performance of all other
obligations of the Company under or pursuant to this  Indenture,  the Securities
and each of the  Security  Documents  and (c) the due and  punctual  payment and
performance  of all  the  obligations  of each  Subsidiary  Guarantor  under  or
pursuant to the Indenture,  the  Subsidiary  Guarantees and each of the Security
Documents.


<PAGE>
                                                                              33


                  "Senior Indebtedness" means with respect to any Person:

                  (1)  Indebtedness of such Person,  whether  outstanding on the
         Issue Date or thereafter Incurred; and

                  (2) all other Obligations of such Person  (including  interest
         accruing on or after the filing of any  petition in  bankruptcy  or for
         reorganization  relating  to such  Person  whether  or not  post-filing
         interest  is allowed  in such  proceeding)  in respect of  Indebtedness
         described in clause (1) above,

unless,  in the case of  clauses  (1) and (2),  in the  instrument  creating  or
evidencing  the same or pursuant to which the same is outstanding it is provided
that such  Indebtedness or other Obligations are subordinate in right of payment
to the  Securities or the Subsidiary  Guarantee of such Person,  as the case may
be; PROVIDED, HOWEVER, that Senior Indebtedness shall not include:

                  (1)  any  obligation  of such  Person  to the  Company  or any
         Subsidiary;

                  (2) any  liability  for Federal,  state,  local or other taxes
         owed or owing by such Person;

                  (3) any accounts payable or other liability to trade creditors
         arising  in the  ordinary  course  of  business  (including  guarantees
         thereof or instruments evidencing such liabilities);

                  (4) any  Indebtedness or other Obligation of such Person which
         is  subordinate or junior in any respect to any other  Indebtedness  or
         other Obligation of such Person; or

                  (5)  that  portion  of any  Indebtedness  which at the time of
         Incurrence is Incurred in violation of this Indenture.

                  "Senior   Leverage   Ratio"   means,   as  of  any   date   of
determination,  the ratio of (a) the  consolidated  Senior  Indebtedness  of the
Company  and its  Restricted  Subsidiaries  outstanding  on such date to (b) the
aggregate  amount of EBITDA for the period of the most recent  four  consecutive
fiscal quarters ending on or prior to such date.


<PAGE>
                                                                              34


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

                  "Specified  Assets" means the assets primarily  related to the
businesses of the Univeyor A/S and Societe  D'Exploitation  Des Raccords Gautier
Subsidiaries of the Company, the Larco Industrial  Services,  Ltd. Subsidiary of
Crane Equipment & Service, Inc., the American Lifts and Duff-Norton divisions of
Yale Industrial  Products,  Inc., and the Positech,  Lister Chain & Forge and CM
Shredder divisions of the Company.

                  "Specified  Permitted Liens" means Permitted Liens, other than
any Liens  described in clause (11), (13) or (14) of the definition of Permitted
Liens.

                  "Stated  Maturity"  means,  with respect to any security,  the
date  specified in such security as the fixed date on which the final payment of
principal  of  such  security  is due and  payable,  including  pursuant  to any
mandatory  redemption  provision (but excluding any provision  providing for the
repurchase  of such  security  at the  option  of the  holder  thereof  upon the
happening of any contingency unless such contingency has occurred).

                  "Subordinated Obligation" means, with respect to a Person, any
Indebtedness of such Person (whether outstanding on the Issue Date or thereafter
Incurred)  which is  subordinate or junior in right of payment to the Securities
or a  Subsidiary  Guarantee of such  Person,  as the case may be,  pursuant to a
written agreement to that effect.

                  "Subsidiary"   means,   with   respect  to  any  Person,   any
corporation,  association,  partnership or other  business  entity of which more
than 50% of the total  voting  power of  shares  of Voting  Stock is at the time
owned or controlled, directly or indirectly, by (1) such Person, (2) such Person
and one or more  Subsidiaries of such Person or (3) one or more  Subsidiaries of
such Person.

                  "Subsidiary  Guarantors" means,  collectively,  Audubon Europe
S.ar.l.,  Audubon West, Inc.,  Crane Equipment & Service,  Inc., Yale Industrial
Products,  Inc.  and  each  other  Subsidiary  of  the  Company  that  hereafter
guarantees the Securities  pursuant to the terms of this Indenture.  Each of the


<PAGE>
                                                                              35


foregoing individually is a "Subsidiary Guarantor".

                  "Subsidiary  Guarantee"  means  a  Guarantee  by a  Subsidiary
Guarantor of the Company's obligations with respect to the Securities.

                  "Temporary Cash Investments" means any of the following:

                  (1) any investment in direct  obligations of the United States
         of America  or any agency  thereof  or  obligations  guaranteed  by the
         United States of America or any agency thereof;

                  (2)   investments   in  demand  and  time  deposit   accounts,
         certificates of deposit and money market  deposits  maturing within 180
         days of the  date of  acquisition  thereof  issued  by a bank or  trust
         company  which is  organized  under  the laws of the  United  States of
         America,  any State  thereof or any foreign  country  recognized by the
         United States of America,  and which bank or trust company has capital,
         surplus and undivided  profits  aggregating  in excess of $50.0 million
         (or the foreign currency  equivalent  thereof) and has outstanding debt
         which is rated "A" (or such similar  equivalent rating) or higher by at
         least one nationally  recognized  statistical  rating  organization (as
         defined in Rule 436 under the Securities Act) or any money-market  fund
         sponsored by a registered broker dealer or mutual fund distributor;

                  (3)  repurchase  obligations  with a term of not more  than 30
         days for  underlying  securities  of the types  described in clause (1)
         above entered into with a bank meeting the qualifications  described in
         clause (2) above;

                  (4) investments in commercial paper, maturing not more than 90
         days after the date of acquisition, issued by a corporation (other than
         an Affiliate of the Company)  organized and in existence under the laws
         of the United  States of America or any foreign  country  recognized by
         the United  States of America with a rating at the time as of which any
         investment  therein is made of "P-1" (or higher)  according  to Moody's
         Investors  Service,  Inc. or "A-1" (or higher)  according to Standard &
         Poor's Ratings Group; and


<PAGE>
                                                                              36


                  (5) investments in securities with maturities of six months or
         less from the date of  acquisition  issued or fully  guaranteed  by any
         state, commonwealth or territory of the United States of America, or by
         any political  subdivision or taxing  authority  thereof,  and rated at
         least  "A" by  Standard  &  Poor's  Ratings  Group  or  "A" by  Moody's
         Investors Service, Inc.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.  ss.ss.
77aaa-77bbbb) as in effect on the date of this Indenture.

                  "Trustee"  means  the  party  named as such in this  Indenture
until a successor replaces it and, thereafter, means the successor.

                  "Trust Officer" means the Chairman of the Board, the President
or any other officer or assistant officer of the Trustee assigned by the Trustee
to administer its corporate trust matters.

                  "Uniform   Commercial   Code"  means  the  New  York   Uniform
Commercial Code as in effect from time to time.

                  "Unrestricted Subsidiary" means:

                  (1)  any  Subsidiary  of  the  Company  that  at the  time  of
         determination  shall be  designated an  Unrestricted  Subsidiary by the
         Board of Directors in the manner provided below; and

                  (2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate  any  Subsidiary of the Company  (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted  Subsidiary
unless such  Subsidiary  or any of its  Subsidiaries  owns any Capital  Stock or
Indebtedness  of, or holds any Lien on any property of, the Company or any other
Subsidiary  of the Company that is not a Subsidiary  of the  Subsidiary to be so
designated;  PROVIDED,  HOWEVER,  that  either  (A)  the  Subsidiary  to  be  so
designated  has total  assets of  $1,000 or less or (B) if such  Subsidiary  has
assets greater than $1,000,  such  designation  would be permitted under Section
4.04. The Board of Directors may designate any  Unrestricted  Subsidiary to be a
Restricted Subsidiary;  PROVIDED,  HOWEVER, that immediately after giving effect


<PAGE>
                                                                              37


to such designation (A) the Company could Incur $1.00 of additional Indebtedness
under Section  4.03(a) and (B) no Default shall have occurred and be continuing.
Any such designation by the Board of Directors shall be evidenced to the Trustee
by promptly  filing with the  Trustee a copy of the  resolution  of the Board of
Directors  giving  effect  to  such  designation  and an  Officers'  Certificate
certifying that such designation complied with the foregoing provisions.

                  "U.S.  Dollar  Equivalent"  means with respect to any monetary
amount in a currency  other  than U.S.  dollars,  at any time for  determination
thereof, the amount of U.S. dollars obtained by converting such foreign currency
involved in such computation into U.S. dollars at the spot rate for the purchase
of U.S.  dollars with the applicable  foreign  currency as published in THE WALL
STREET  JOURNAL in the  "Exchange  Rates"  column  under the  heading  "Currency
Trading" on the date two Business Days prior to such determination.

                  Except as described in Section 4.03,  whenever it is necessary
to  determine  whether the  Company  has  complied  with any  provision  in this
Indenture  or a Default has  occurred  and an amount is  expressed in a currency
other  than  U.S.  dollars,  such  amount  will be  treated  as the U.S.  Dollar
Equivalent determined as of the date such amount is initially determined in such
currency.

                  "U.S.  Government  Obligations"  means direct  obligations (or
certificates  representing  an ownership  interest in such  obligations)  of the
United States of America (including any agency or  instrumentality  thereof) for
the  payment of which the full faith and credit of the United  States of America
is pledged and which are not callable at the issuer's option.

                  "Voting  Stock" of a Person means all classes of Capital Stock
of such Person then  outstanding  and normally  entitled  (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof.

                  "Wholly Owned  Subsidiary"  means a Restricted  Subsidiary all
the Capital Stock of which (other than directors' qualifying shares) is owned by
the Company or one or more other Wholly Owned Subsidiaries.


<PAGE>
                                                                              38


                  SECTION 1.02 OTHER DEFINITIONS.

                                                                    Defined in
                  TERM                                                Section
                  ----                                                -------

"Affiliate Transaction".......................................       4.07(a)
"Bankruptcy Law"..............................................       6.01
"Change of Control Offer".....................................       4.10(b)
"covenant defeasance option"..................................       8.01(b)
"Custodian"...................................................       6.01
"Event of Default"............................................       6.01
"Guaranteed Obligations"......................................      10.01
"legal defeasance option".....................................       8.01(b)
"Offer".......................................................       4.06(c)
"Offer Amount"................................................       4.06(d)(2)
"Offer Period"................................................       4.06(d)(2)
"Paying Agent"................................................       2.03
"Purchase Date"...............................................       4.06(d)(1)
"Registrar"...................................................       2.03
"Successor Company"...........................................       5.01(a)(1)
"Trust Moneys"................................................      12.01(a)(1)


                  SECTION 1.03  INCORPORATION  BY  REFERENCE OF TRUST  INDENTURE
ACT. This Indenture is subject to the mandatory  provisions of the TIA which are
incorporated  by reference in and made a part of this  Indenture.  The following
TIA terms have the following meanings:

                  "Commission" means the SEC;

                  "indenture securities" means the Securities and the Subsidiary
Guarantees;

                  "indenture security holder" means a Securityholder;

                  "indenture to be qualified" means this Indenture;

                  "indenture  trustee"  or  "institutional  trustee"  means  the
Trustee; and

                  "obligor" on the indenture securities means the Company,  each
Subsidiary Guarantor and any other obligor on the indenture securities.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have


<PAGE>
                                                                              39


the meanings assigned to them by such definitions.

                  SECTION  1.04  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 GAAP;

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

                  (5) words in the singular  include the plural and words in the
         plural include the singular;

                  (6)  unsecured   Indebtedness   shall  not  be  deemed  to  be
         subordinate or junior to secured  Indebtedness  merely by virtue of its
         nature as unsecured Indebtedness;

                  (7) secured Indebtedness shall not be deemed to be subordinate
         or junior to any other  secured  Indebtedness  merely  because it has a
         junior priority with respect to the same collateral;

                  (8) the principal  amount of any noninterest  bearing or other
         discount  security at any date shall be the  principal  amount  thereof
         that would be shown on a balance  sheet of the  issuer  dated such date
         prepared in accordance with GAAP;

                  (9) the principal  amount of any Preferred  Stock shall be (A)
         the  maximum  liquidation  value  of such  Preferred  Stock  or (B) the
         maximum mandatory redemption or mandatory repurchase price with respect
         to such Preferred Stock, whichever is greater; and

                  (10) all references to the date the Securities were originally
         issued shall refer to the Issue Date.

                  SECTION 1.05 DESIGNATED SENIOR  INDEBTEDNESS.  For purposes of
the Existing Notes Indenture, the Securities and the Subsidiary Guarantees shall
constitute "Designated Senior Debt" (as such term is


<PAGE>
                                                                              40


defined in the  Existing  Notes  Indenture)  of the Company  and the  Subsidiary
Guarantors, as the case may be.

                                   ARTICLE 2

                                 The Securities

                  SECTION  2.01  FORM AND  DATING.  Provisions  relating  to the
Initial Securities,  the Private Exchange Securities and the Exchange Securities
are set  forth in the Rule  144A/Regulation  S  Appendix  attached  hereto  (the
"Appendix")  which is hereby  incorporated  in, and expressly made part of, this
Indenture.   The  Initial   Securities   and  the   Trustee's   certificate   of
authentication  shall be  substantially in the form of Exhibit 1 to the Appendix
which is hereby  incorporated  in, and expressly made a part of, this Indenture.
The Exchange  Securities,  the Private  Exchange  Securities  and the  Trustee's
certificate of  authentication  shall be substantially in the form of Exhibit A,
which is hereby incorporated in and expressly made a part of this Indenture. The
Securities may have notations,  legends or  endorsements  required by law, stock
exchange  rule,  agreements  to which the Company is  subject,  if any, or usage
(provided that any such notation,  legend or endorsement is in a form acceptable
to the Company).  Each Security  shall be dated the date of its  authentication.
The terms of the  Securities set forth in the Appendix and Exhibit A are part of
the terms of this Indenture.

                  SECTION 2.02 EXECUTION AND AUTHENTICATION.  Two Officers shall
sign the  Securities  for the  Company  by manual or  facsimile  signature.  The
Company's  seal shall be  impressed,  affixed,  imprinted or  reproduced  on the
Securities and may be in facsimile form.

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

                  A Security shall not be valid until an authorized signatory of
the Trustee  manually signs the certificate of  authentication  on the Security.
The  signature  shall  be  conclusive   evidence  that  the  Security  has  been
authenticated under this Indenture.


<PAGE>
                                                                              41



                  On the Issue Date, the Trustee shall  authenticate and deliver
$115.0  million of 10% Senior  Secured Notes due 2010 and, at any time from time
to time thereafter,  the Trustee shall  authenticate and deliver  Securities for
original issue in an aggregate principal amount specified in such order, in each
case upon a written order of the Company signed by two Officers or by an Officer
and either an Assistant Treasurer or an Assistant Secretary of the Company. Such
order shall  specify the amount of the  Securities to be  authenticated  and the
date on which the original  issue of Securities is to be  authenticated  and, in
the case of an issuance of Additional  Securities pursuant to Section 2.13 after
the Issue Date,  shall certify that such issuance is in compliance  with Section
4.03.

                  The  Trustee may appoint an  authenticating  agent  reasonably
acceptable to the Company to authenticate the Securities.  Unless limited by the
terms of such appointment,  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 any Registrar, Paying Agent or agent
for service of notices and demands.

                  SECTION 2.03  REGISTRAR  AND PAYING  AGENT.  The Company shall
maintain an office or agency where  Securities may be presented for registration
of transfer or for  exchange  (the  "Registrar")  and an office or agency  where
Securities  may be presented  for payment (the "Paying  Agent").  The  Registrar
shall keep a register of the Securities and of their transfer and exchange.  The
Company may have one or more  co-registrars  and one or more  additional  paying
agents. The term "Paying Agent" includes any additional paying agent.

                  The Company shall enter into an appropriate  agency  agreement
with any Registrar,  Paying Agent or co-registrar not a party to this Indenture,
which shall  incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent.  If the Company  fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to  appropriate  compensation  therefor  pursuant to Section 7.07.  The
Company or any Wholly Owned  Subsidiary  incorporated  or  organized  within The


<PAGE>
                                                                              42


United States of America may act as Paying  Agent,  Registrar,  co-registrar  or
transfer agent.

                  The Company  initially  appoints the Trustee as Registrar  and
Paying Agent in connection with the Securities.

                  SECTION  2.04  PAYING  AGENT TO HOLD MONEY IN TRUST.  Prior to
each due date of the principal  and interest on any Security,  the Company shall
deposit  with  the  Paying  Agent a sum  sufficient  to pay such  principal  and
interest  when so becoming  due.  The Company  shall  require  each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the  benefit of  Securityholders  or the Trustee all money held by the
Paying Agent for the payment of principal of or interest on the  Securities  and
shall  notify  the  Trustee  of any  default  by the  Company in making any such
payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate
the money held by it as Paying Agent and hold it as a separate  trust fund.  The
Company  at any time may  require a Paying  Agent to pay all money held by it to
the Trustee and to account for any funds  disbursed  by the Paying  Agent.  Upon
complying  with this Section,  the Paying Agent shall have no further  liability
for the money delivered to the Trustee.

                  SECTION 2.05 SECURITYHOLDER  LISTS. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of  Securityholders.  If the Trustee is not the
Registrar,  the Company shall  furnish to the Trustee,  in writing at least five
Business Days before each  interest  payment date and at such other times as the
Trustee may  request in writing,  a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders.

                  SECTION 2.06 TRANSFER AND EXCHANGE.  The  Securities  shall be
issued in registered form and shall be transferable only upon the surrender of a
Security  for  registration  of  transfer.  When a Security is  presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the  requirements  of this Indenture
and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are
presented to the Registrar or a co-registrar with a request to exchange them for


<PAGE>
                                                                              43


an equal principal  amount of Securities of other  denominations,  the Registrar
shall make the exchange as requested if the same requirements are met.

                  SECTION 2.07 REPLACEMENT  SECURITIES.  If a mutilated Security
is surrendered  to the Registrar or if the Holder of a Security  claims that the
Security has been lost,  destroyed or wrongfully  taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform  Commercial  Code are met and the Holder  satisfies
any other reasonable  requirements of the Trustee. If required by the Trustee or
the Company,  such Holder  shall  furnish an indemnity  bond  sufficient  in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security.

                  Every replacement Security is an additional  Obligation of the
Company.

                  SECTION 2.08 OUTSTANDING SECURITIES. Securities outstanding at
any time are all  Securities  authenticated  by the  Trustee  except  for  those
canceled by it, those  delivered to it for  cancellation  and those described in
this Section as not  outstanding.  A Security  does not cease to be  outstanding
because the Company or an Affiliate of the Company holds the Security.

                  If a Security is replaced  pursuant to Section 2.07, it ceases
to be outstanding  unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a BONA FIDE purchaser.

                  If  the  Paying  Agent  segregates  and  holds  in  trust,  in
accordance  with this  Indenture,  on a redemption  date or maturity  date money
sufficient to pay all  principal and interest  payable on that date with respect
to the Securities (or portions thereof) to be redeemed or maturing,  as the case
may be, then on and after that date such Securities (or portions  thereof) cease
to be outstanding and interest on them ceases to accrue.


<PAGE>
                                                                              44


                  SECTION 2.09 TEMPORARY SECURITIES. Until definitive Securities
are  ready  for  delivery,  the  Company  may  prepare  and  the  Trustee  shall
authenticate  temporary Securities.  Temporary Securities shall be substantially
in the form of definitive  Securities but may have  variations  that the Company
considers appropriate for temporary Securities.  Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate  definitive  Securities
and deliver them in exchange for temporary Securities.

                  SECTION 2.10 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 surrendered to them for registration
of transfer,  exchange or payment.  The Trustee and no one else shall cancel and
destroy (subject to the record  retention  requirements of the Exchange Act) all
Securities  surrendered  for  registration  of  transfer,  exchange,  payment or
cancellation and deliver a certificate of such destruction to the Company unless
the Company directs the Trustee to deliver  canceled  Securities to the Company.
The Company may not issue new Securities to replace  Securities it has redeemed,
paid or delivered to the Trustee for cancellation.

                  SECTION 2.11 DEFAULTED INTEREST.  If the Company defaults in a
payment of interest on the Securities,  the Company shall pay defaulted interest
(plus  interest on such  defaulted  interest to the extent lawful) in any lawful
manner.  The  Company  may pay the  defaulted  interest  to the  persons who are
Securityholders  on a subsequent  special  record date. The Company shall fix or
cause  to be  fixed  any  such  special  record  date  and  payment  date to the
reasonable  satisfaction  of  the  Trustee  and  shall  promptly  mail  to  each
Securityholder  a notice that states the special  record date,  the payment date
and the amount of defaulted interest to be paid.

                  SECTION  2.12  CUSIP  NUMBERS.  The  Company  in  issuing  the
Securities  may use "CUSIP"  numbers (if then  generally in use) and, if so, the
Trustee shall use "CUSIP"  numbers in notices of redemption as a convenience  to
Holders;   PROVIDED,   HOWEVER,   that  any  such   notice  may  state  that  no
representation  is made as to the  correctness of such numbers either as printed
on the  Securities  or as  contained  in any  notice  of a  redemption  and that
reliance may be placed only on the other  identification  numbers printed on the


<PAGE>
                                                                              45


Securities,  and any such  redemption  shall not be affected by any defect in or
omission of such numbers.

                  SECTION  2.13  ISSUANCE OF  ADDITIONAL  SECURITIES.  After the
Issue Date,  the  Company  shall be  entitled,  subject to its  compliance  with
Section  4.03,  to  issue  Additional  Securities  under  this  Indenture  in an
aggregate  principal  amount of no greater than $50.0 million,  which Securities
shall have identical terms as the Initial  Securities  issued on the Issue Date,
other  than  with  respect  to the date of  issuance  and issue  price.  All the
Securities  issued under this  Indenture  shall be treated as a single class for
all purposes of this Indenture.

                  With respect to any Additional  Securities,  the Company shall
set  forth  in  a  resolution  of  the  Board  of  Directors  and  an  Officers'
Certificate,  a copy of each of which shall be  delivered  to the  Trustee,  the
following information:

                  (1)  the  aggregate   principal   amount  of  such  Additional
         Securities to be authenticated and delivered pursuant to this Indenture
         and the  provision  of Section  4.03 that the  Company is relying on to
         issue such Additional Securities;

                  (2) the issue  price,  the issue date and the CUSIP  number of
         such  Additional  Securities;  PROVIDED,  HOWEVER,  that no  Additional
         Securities may be issued unless such Additional Securities are fungible
         with the Initial Securities for U.S. federal income tax purposes; and

                  (3)  whether  such  Additional  Securities  shall  be  Initial
         Securities or shall be issued in the form of Exchange Securities as set
         forth in Exhibit A.

                                   ARTICLE 3

                                   Redemption

                  SECTION  3.01  NOTICES TO TRUSTEE.  If the  Company  elects to
redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date, the principal amount of Securities to
be redeemed and the paragraph of the Securities pursuant to which the redemption
will occur.


<PAGE>
                                                                              46


                  The Company shall give each notice to the Trustee provided for
in this Section at least 60 days before the  redemption  date unless the Trustee
consents to a shorter  period.  Such notice shall be accompanied by an Officers'
Certificate  and an Opinion of Counsel  from the Company to the effect that such
redemption  will comply with the  conditions  herein.  SECTION 3.02 SELECTION OF
SECURITIES TO BE REDEEMED.  If fewer than all the Securities are to be redeemed,
the Trustee shall select the  Securities to be redeemed PRO RATA or by lot or by
a  method  that  complies  with   applicable   legal  and  securities   exchange
requirements,  if any, and that the Trustee in its sole discretion shall deem to
be fair and  appropriate  and in accordance  with methods  generally used at the
time of selection by  fiduciaries  in similar  circumstances.  The Trustee shall
make the  selection  from  outstanding  Securities  not  previously  called  for
redemption.  The Trustee may select for redemption  portions of the principal of
Securities that have denominations  larger than $1,000.  Securities and portions
of them the Trustee  selects shall be in principal  amounts of $1,000 or a whole
multiple of $1,000. Provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities  called for redemption.  The
Trustee  shall  notify the  Company  promptly of the  Securities  or portions of
Securities to be redeemed.

                  SECTION  3.03 NOTICE OF  REDEMPTION.  At least 30 days but not
more than 60 days before a date for redemption of Securities,  the Company shall
mail a notice of redemption by first-class  mail to each Holder of Securities to
be redeemed at such Holder's registered address.

                  The notice shall  identify the  Securities  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 must be surrendered
         to the Paying Agent to collect the redemption price;


<PAGE>
                                                                              47


                  (5) if fewer  than all the  outstanding  Securities  are to be
         redeemed,  the  identification  and principal amounts of the particular
         Securities to be redeemed;

                  (6)  that,   unless  the  Company   defaults  in  making  such
         redemption payment,  interest on Securities (or portion thereof) called
         for redemption ceases to accrue on and after the redemption date; and

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

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's  name and at the Company's  expense.  In such event,
the Company  shall  provide the Trustee  with the  information  required by this
Section.

                  SECTION  3.04 EFFECT OF NOTICE OF  REDEMPTION.  Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the  redemption  date and at the  redemption  price  stated in the notice.  Upon
surrender to the Paying Agent,  such Securities  shall be paid at the redemption
price  stated in the  notice,  plus  accrued  interest  to the  redemption  date
(subject  to the  right of  Holders  of record on the  relevant  record  date to
receive  interest due on the related  interest  payment  date).  Failure to give
notice or any defect in the notice to any Holder  shall not affect the  validity
of the notice to any other Holder.

                  SECTION  3.05  DEPOSIT  OF  REDEMPTION  PRICE.  Prior  to  the
redemption  date,  the Company  shall  deposit with the Paying Agent (or, if the
Company or a Subsidiary is the Paying Agent,  shall segregate and hold in trust)
money  sufficient  to pay the  redemption  price of and accrued  interest on all
Securities  to be  redeemed  on that date other than  Securities  or portions of
Securities called for redemption which have been delivered by the Company to the
Trustee for cancellation.

                  SECTION 3.06 SECURITIES  REDEEMED IN PART. Upon surrender of a
Security  that is redeemed in part,  the Company  shall  execute and the Trustee
shall  authenticate  for the Holder (at the  Company's  expense) a new  Security
equal in principal amount to the unredeemed portion of the Security surrendered.


<PAGE>
                                                                              48


                                    ARTICLE 4

                                    Covenants

                  SECTION 4.01 PAYMENT OF SECURITIES. The Company shall promptly
pay the  principal  of and  interest on the  Securities  on the dates and in the
manner provided in the Securities and in this Indenture.  Principal and interest
shall be  considered  paid on the date due if on such  date the  Trustee  or the
Paying Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due.

                  The Company  shall pay  interest on overdue  principal  at the
rate specified therefor in the Securities,  and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

                  SECTION  4.02  SEC  REPORTS.  Whether  or not the  Company  is
subject to the  reporting  requirements  of Section 13 or 15(d) of the  Exchange
Act, so long as any Securities are outstanding,  the Company shall file with the
SEC (subject to the next sentence) and provide the Trustee and Holders with such
annual  reports and other  reports as are  specified in Sections 13 and 15(d) of
the Exchange Act and applicable to a U.S.  corporation subject to such Sections,
such reports to be so filed and provided at the times  specified for the filings
of such reports under such Sections,  and containing all the information,  audit
reports and exhibits required for such reports.  If, at any time, the Company is
not subject to the periodic  reporting  requirements of the Exchange Act for any
reason,  the Company will nevertheless  continue filing the reports specified in
the preceding  sentence with the SEC within the time periods required unless the
SEC will not accept such a filing.  The Company agrees that it will not take any
action for the  purpose  of  causing  the SEC not to accept  such  filings.  If,
notwithstanding  the  foregoing,  the SEC will not accept  such  filings for any
reason,  the Company shall post the reports specified in the preceding  sentence
on its website  within the time  periods  that would  apply if the Company  were
required to file those reports with the SEC.

                  At  any  time  that  any  of the  Company's  Subsidiaries  are
Unrestricted  Subsidiaries,  then the quarterly and annual financial information
required  by  the  preceding   paragraph  will  include  a  reasonably  detailed


<PAGE>
                                                                              49


presentation, either on the face of the financial statements or in the footnotes
thereto, of the financial condition and results of operations of the Company and
its Restricted Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of the Company.

                  In addition,  the Company  shall furnish to the Holders of the
Securities and to prospective investors,  upon the requests of such Holders, any
information  required  to be  delivered  pursuant to Rule  144A(d)(4)  under the
Securities Act so long as the Securities are not freely  transferable  under the
Securities  Act. The Company also shall comply with the other  provisions of TIA
ss. 314(a).

                  SECTION 4.03 LIMITATION ON INDEBTEDNESS. (a) The Company shall
not,  and shall not permit any  Restricted  Subsidiary  to,  Incur,  directly or
indirectly,  any  Indebtedness;  PROVIDED,  HOWEVER,  that the  Company  and the
Subsidiary Guarantors shall be entitled to Incur Indebtedness if, on the date of
such  Incurrence  and after  giving  effect  thereto on a PRO FORMA  basis,  the
Consolidated Coverage Ratio exceeds 2.0 to 1.

                  (b)  Notwithstanding  the foregoing paragraph (a), the Company
and the  Restricted  Subsidiaries  shall be  entitled to Incur any or all of the
following Indebtedness:

                  (1)  Indebtedness  Incurred by the Company and the  Subsidiary
         Guarantors pursuant to the Credit Agreement;  PROVIDED,  HOWEVER, that,
         after giving effect to any such  Incurrence,  the  aggregate  principal
         amount of all  Indebtedness  Incurred under this clause (b)(1) and then
         outstanding,  taken together with the aggregate principal amount of all
         Indebtedness  Incurred  pursuant to clause (11) of this Section 4.03(b)
         and then  outstanding,  does not in the aggregate exceed the greater of
         (A) $90.0 million less the sum of all  principal  payments with respect
         to such Indebtedness  pursuant to Section  4.06(a)(3)(A) hereof and (B)
         the sum of (i) 50% of the book value of the  inventory  of the  Company
         and the  Subsidiary  Guarantors  and (ii) 85% of the book  value of the
         accounts  receivable  of the  Company  and the  Subsidiary  Guarantors,
         determined in each case in accordance with GAAP;


<PAGE>
                                                                              50


                  (2)  Indebtedness  owed  to  and  held  by  the  Company  or a
         Restricted  Subsidiary;  PROVIDED,  HOWEVER,  that  (A) any  subsequent
         issuance or transfer  of any  Capital  Stock which  results in any such
         Restricted  Subsidiary  ceasing to be a  Restricted  Subsidiary  or any
         subsequent  transfer of such Indebtedness (other than to the Company or
         a Restricted  Subsidiary)  shall be deemed, in each case, to constitute
         the Incurrence of such Indebtedness by the obligor thereon,  (B) if the
         Company  is the  obligor on such  Indebtedness,  such  Indebtedness  is
         expressly  subordinated  to the  prior  payment  in full in cash of all
         obligations  with  respect to the  Securities  and (C) if a  Subsidiary
         Guarantor is the obligor on such  Indebtedness,  such  Indebtedness  is
         expressly  subordinated  to the  prior  payment  in full in cash of all
         obligations of such obligor with respect to its Subsidiary Guarantee;

                  (3) the Securities (other than any Additional Securities);

                  (4)  Indebtedness  outstanding  on the Issue Date  (other than
         Indebtedness  described  in  clause  (1),  (2) or (3) of  this  Section
         4.03(b));

                  (5)  Indebtedness  of a  Restricted  Subsidiary  Incurred  and
         outstanding  on or  prior  to the date on  which  such  Subsidiary  was
         acquired by the Company (other than Indebtedness Incurred in connection
         with,  or to provide all or any portion of the funds or credit  support
         utilized  to   consummate,   the   transaction  or  series  of  related
         transactions  pursuant to which such Subsidiary  became a Subsidiary or
         was acquired by the Company);  PROVIDED,  HOWEVER,  that on the date of
         such acquisition and after giving PRO FORMA effect thereto, the Company
         would have been able to Incur at least $1.00 of additional Indebtedness
         pursuant to Section 4.03(a);

                  (6)  Refinancing   Indebtedness  in  respect  of  Indebtedness
         Incurred  pursuant to Section  4.03(a) or pursuant to clause (3),  (4),
         (5) or this  clause  (6);  PROVIDED,  HOWEVER,  that to the extent such
         Refinancing Indebtedness directly or indirectly Refinances Indebtedness
         of a  Subsidiary  Incurred  pursuant  to clause (5),  such  Refinancing
         Indebtedness shall be Incurred only by such Subsidiary;


<PAGE>
                                                                              51


                  (7)  Hedging  Obligations  consisting  of  (i)  Interest  Rate
         Agreements directly related to Indebtedness permitted to be Incurred by
         the Company and its Restricted  Subsidiaries pursuant to this Indenture
         or (ii) Currency Agreements entered into to manage the foreign exchange
         exposure of the Company and its Restricted Subsidiaries in the ordinary
         course of business and not for speculative purposes;

                  (8)  obligations  in  respect of  performance,  bid and surety
         bonds  and  completion  guarantees  provided  by  the  Company  or  any
         Restricted Subsidiary in the ordinary course of business or pursuant to
         self-insurance  obligations in the ordinary  course of business and not
         in connection  with the borrowing of money or the obtaining of advances
         or credit;

                  (9) Indebtedness  arising from the honoring by a bank or other
         financial  institution of a check,  draft or similar  instrument  drawn
         against   insufficient  funds  in  the  ordinary  course  of  business;
         PROVIDED,  HOWEVER,  that such Indebtedness is extinguished  within two
         Business Days of its Incurrence;

                  (10) Indebtedness  consisting of the Subsidiary Guarantee of a
         Subsidiary  Guarantor  and any  Guarantee by a Subsidiary  Guarantor of
         Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause
         (1), (2), (3) or (4) of this Section  4.03(b) or pursuant to clause (6)
         of this  Section  4.03(b) to the extent  the  Refinancing  Indebtedness
         Incurred  thereunder  directly or  indirectly  Refinances  Indebtedness
         Incurred  pursuant to Section  4.03(a) or pursuant to clause (3) or (4)
         of this Section 4.03(b);

                  (11)  Indebtedness   Incurred  by  a  Receivables   Subsidiary
         pursuant to a Qualified  Receivables  Transaction;  PROVIDED,  HOWEVER,
         that,  after  giving  effect  to any  such  Incurrence,  the  aggregate
         principal amount of all Indebtedness Incurred under this clause (b)(11)
         and then  outstanding,  taken  together  with the  aggregate  principal
         amount of all  Indebtedness  Incurred  under clause (1) of this Section
         4.03(b)  and then  outstanding,  does not in the  aggregate  exceed the
         greater of (A) $90.0  million  less the sum of all  principal  payments
         with  respect to the  Indebtedness  Incurred  under  clause (1) of this
         Section 4.03(b)  pursuant to Section  4.06(a)(3)(A)  hereof and (B) the


<PAGE>
                                                                              52


         sum of (i) 50% of the book value of the  inventory  of the  Company and
         the  Subsidiary  Guarantors  and  (ii)  85% of the  book  value  of the
         accounts  receivable  of the  Company  and the  Subsidiary  Guarantors,
         determined in each case in accordance with GAAP;

                  (12) Indebtedness  Incurred by a Foreign Subsidiary solely for
         the working capital purposes of such Foreign Subsidiary in an aggregate
         principal amount which, when taken together with all other Indebtedness
         of Foreign  Subsidiaries  Incurred  pursuant  to this  clause  (12) and
         outstanding  on the  date of such  Incurrence,  does not  exceed  $15.0
         million;

                  (13) Capital Lease  Obligations in an amount which, when taken
         together with all other  Indebtedness  Incurred pursuant to this clause
         (13) and  outstanding on the date of such  Incurrence,  does not exceed
         $10.0 million; and

                  (14)  Indebtedness  of the Company or of any of its Restricted
         Subsidiaries  in  an  aggregate  principal  amount  which,  when  taken
         together with all other  Indebtedness of the Company and its Restricted
         Subsidiaries  outstanding  on the date of such  Incurrence  (other than
         Indebtedness  permitted  by clauses (1)  through  (13) above or Section
         4.03(a)) does not exceed $15.0 million.

                  (c) Notwithstanding the foregoing, neither the Company nor any
Subsidiary Guarantor shall Incur any Indebtedness pursuant to Section 4.03(b) if
the  proceeds  thereof  are used,  directly  or  indirectly,  to  Refinance  any
Subordinated  Obligations of the Company or any Subsidiary Guarantor unless such
Indebtedness  shall  be  subordinated  to the  Securities  or to the  applicable
Subsidiary   Guarantee  to  at  least  the  same  extent  as  such  Subordinated
Obligations.

                  (d) For purposes of determining  compliance  with this Section
4.03, (1) any  Indebtedness  remaining  outstanding  under the Credit  Agreement
after the  application of the net proceeds from the sale of the Securities  will
be treated as  Incurred  on the Issue Date  under  clause (1) of  paragraph  (b)
above,  (2) in the event that an item of Indebtedness  (or any portion  thereof)
meets  the  criteria  of more than one of the  types of  Indebtedness  described
herein,  the  Company,  in its sole  discretion,  shall  classify  such  item of


<PAGE>
                                                                              53



Indebtedness  (or any portion  thereof) at the time of Incurrence and shall only
be required to include  the amount and type of such  Indebtedness  in one of the
above  clauses and (3) the Company  shall be entitled to divide and  classify an
item of  Indebtedness  in more than one of the types of  Indebtedness  described
herein.

                  (e)  For   purposes  of   determining   compliance   with  any
restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is
denominated  in a  currency  other  than the U.S.  dollar,  the  amount  of such
Indebtedness  shall be the U.S. Dollar Equivalent  determined on the date of the
Incurrence  of  such  Indebtedness;   PROVIDED,   HOWEVER,   that  if  any  such
Indebtedness  denominated  in a  different  currency  is  subject  to a Currency
Agreement with respect to U.S. dollars covering all principal,  premium, if any,
and  interest  payable on such  Indebtedness,  the  amount of such  Indebtedness
expressed in U.S. dollars shall be as provided in such Currency  Agreement.  The
principal amount of any Refinancing  Indebtedness  Incurred in the same currency
as the Indebtedness  being Refinanced shall be the U.S. Dollar Equivalent of the
Indebtedness  Refinanced,  except  to the  extent  that  (1)  such  U.S.  Dollar
Equivalent  was  determined  based on a  Currency  Agreement,  in which case the
Refinancing  Indebtedness  shall be determined in accordance  with the preceding
sentence and (2) the principal  amount of the Refinancing  Indebtedness  exceeds
the principal amount of the  Indebtedness  being  Refinanced,  in which case the
U.S.  Dollar  Equivalent  shall  be  determined  on the  date  such  Refinancing
Indebtedness is Incurred.

                  SECTION  4.04  LIMITATION  ON  RESTRICTED  PAYMENTS.  (a)  The
Company shall not, and shall not permit any Restricted  Subsidiary to,  directly
or  indirectly,  make a  Restricted  Payment if at the time the  Company or such
Restricted Subsidiary makes such Restricted Payment:

                  (1) a Default shall have occurred and be continuing  (or would
         result therefrom);

                  (2) the Company is not entitled to Incur an  additional  $1.00
         of Indebtedness under Section 4.03(a); or

                  (3) the aggregate  amount of such  Restricted  Payment and all


<PAGE>
                                                                              54


         other Restricted  Payments since the Issue Date would exceed the sum of
         (without duplication):

                           (A) 50% of the Consolidated Net Income accrued during
                  the  period  (treated  as  one  accounting  period)  from  the
                  beginning  of the fiscal  quarter  immediately  following  the
                  fiscal  quarter  during which the Issue Date occurs to the end
                  of the most  recent  fiscal  quarter  ending  at least 45 days
                  prior to the date of such Restricted Payment (or, in case such
                  Consolidated Net Income shall be a deficit, minus 100% of such
                  deficit); PLUS

                           (B) 100% of the aggregate Net Cash Proceeds  received
                  by the Company from the issuance or sale of its Capital  Stock
                  (other than  Disqualified  Stock) subsequent to the Issue Date
                  (other than an issuance or sale to a Subsidiary of the Company
                  and  other  than an  issuance  or sale  to an  employee  stock
                  ownership plan or to a trust established by the Company or any
                  of its  Subsidiaries  for the benefit of their  employees) and
                  100%  of  any  cash  capital  contribution  to  common  equity
                  received by the Company from its  shareholders  subsequent  to
                  the Issue Date; PLUS

                           (C) the amount by which  Indebtedness  of the Company
                  is reduced on the Company's  balance sheet upon the conversion
                  or exchange  subsequent to the Issue Date of any  Indebtedness
                  of the Company  convertible or exchangeable  for Capital Stock
                  (other  than  Disqualified  Stock)  of the  Company  (less the
                  amount of any cash,  or the fair value of any other  property,
                  distributed by the Company upon such  conversion or exchange);
                  PROVIDED,  HOWEVER, that the foregoing amount shall not exceed
                  the  Net  Cash  Proceeds   received  by  the  Company  or  any
                  Restricted  Subsidiary  from  the  sale of  such  Indebtedness
                  (excluding Net Cash Proceeds from sales to a Subsidiary of the
                  Company or to an employee  stock  ownership plan or to a trust
                  established by the Company or any of its  Subsidiaries for the
                  benefit of their employees); PLUS

                           (D) an  amount  equal  to the  sum  of  (i)  the  net
                  reduction   in   the   Investments   (other   than   Permitted
                  Investments) made by the Company or


<PAGE>
                                                                              55


                  any  Restricted   Subsidiary  in  any  Person  resulting  from
                  repurchases,  repayments or redemptions of such Investments by
                  such Person,  proceeds realized on the sale of such Investment
                  and  proceeds  representing  the return of capital  (excluding
                  dividends  and  distributions),  in each case  received by the
                  Company or any  Restricted  Subsidiary  and (ii) to the extent
                  such  Person  is  an  Unrestricted  Subsidiary,   the  portion
                  (proportionate  to  the  Company's  equity  interest  in  such
                  Subsidiary) of the fair market value of the net assets of such
                  Unrestricted   Subsidiary   at  the  time  such   Unrestricted
                  Subsidiary  is designated a Restricted  Subsidiary;  PROVIDED,
                  HOWEVER,  that the foregoing sum shall not exceed, in the case
                  of any such Person or Unrestricted  Subsidiary,  the amount of
                  Investments (excluding Permitted Investments)  previously made
                  (and  treated as a  Restricted  Payment) by the Company or any
                  Restricted   Subsidiary   in  such   Person  or   Unrestricted
                  Subsidiary.

                  (b) The provisions of Section 4.04(a) shall not prohibit:

                  (1) any  Restricted  Payment made out of the Net Cash Proceeds
         of the  substantially  concurrent  sale of,  or made by  exchange  for,
         Capital Stock of the Company (other than  Disqualified  Stock and other
         than Capital  Stock issued or sold to a Subsidiary of the Company or an
         employee stock ownership plan or to a trust  established by the Company
         or any of its  Subsidiaries  for the benefit of their  employees)  or a
         substantially  concurrent  cash  capital  contribution  received by the
         Company  from  its  shareholders;  PROVIDED,  HOWEVER,  that  (A)  such
         Restricted  Payment shall be excluded in the  calculation of the amount
         of Restricted  Payments and (B) the Net Cash Proceeds from such sale or
         such  cash  capital  contribution  (to  the  extent  so used  for  such
         Restricted  Payment) shall be excluded from the  calculation of amounts
         under Section 4.04(a)(3)(B);

                  (2) any purchase, repurchase,  redemption, defeasance or other
         acquisition or retirement for value of Subordinated  Obligations of the
         Company or any Subsidiary Guarantor made by exchange for, or out of the
         proceeds  of  the  substantially   concurrent  sale  of,   Subordinated


<PAGE>
                                                                              56


         Indebtedness of such Person which is permitted to be Incurred  pursuant
         to Section 4.03;  PROVIDED,  HOWEVER,  that such purchase,  repurchase,
         redemption,  defeasance or other  acquisition  or retirement  for value
         shall be  excluded  in the  calculation  of the  amount  of  Restricted
         Payments;

                  (3)   dividends   paid  within  60  days  after  the  date  of
         declaration  thereof if at such date of declaration such dividend would
         have complied with this Section 4.04;  PROVIDED,  HOWEVER,  that at the
         time of payment of such dividend,  no other Default shall have occurred
         and be continuing (or result  therefrom);  PROVIDED  FURTHER,  HOWEVER,
         that such dividend  shall be included in the  calculation of the amount
         of Restricted Payments;

                  (4) so long as no Default has occurred and is continuing,  the
         repurchase  or other  acquisition  of  shares of  Capital  Stock of the
         Company or any of its Subsidiaries  from employees,  former  employees,
         directors or former directors of the Company or any of its Subsidiaries
         (or  permitted   transferees  of  such  employees,   former  employees,
         directors or former directors), pursuant to the terms of the agreements
         (including  employment  agreements)  or plans (or  amendments  thereto)
         approved  by the  Board  of  Directors  under  which  such  individuals
         purchase or sell or are granted the option to purchase or sell,  shares
         of such Capital Stock; PROVIDED,  HOWEVER, that the aggregate amount of
         such  repurchases and other  acquisitions  shall not exceed $500,000 in
         any calendar year; PROVIDED FURTHER, HOWEVER, that such repurchases and
         other  acquisitions  shall be excluded in the calculation of the amount
         of Restricted Payments;

                  (5) payments of dividends on  Disqualified  Stock permitted to
         be issued pursuant Section 4.03; PROVIDED, HOWEVER, that at the time of
         payment  of such  dividend,  no  Default  shall  have  occurred  and be
         continuing (or result therefrom);  PROVIDED FURTHER that such dividends
         shall be  excluded  in the  calculation  of the  amount  of  Restricted
         Payments;

                  (6) repurchases of Capital Stock deemed to occur upon exercise
         of stock  options if such  Capital  Stock  represents  a portion of the
         exercise price of such options; PROVIDED, HOWEVER, that such Restricted


<PAGE>
                                                                              57


         Payments  shall  be  excluded  in  the  calculation  of the  amount  of
         Restricted Payments;

                  (7) payments in respect of the repurchase or other  retirement
         prior to maturity of the Existing Notes;  PROVIDED,  HOWEVER,  that (i)
         any  repurchase or retirement of Existing Notes pursuant to this clause
         (7)  shall be at a price per  Existing  Note less than the par value of
         the Existing Notes, (ii) the Senior Leverage Ratio, calculated on a PRO
         FORMA  basis  giving  effect to the making of such  payment,  shall not
         exceed 3.25 to 1.00 and (iii) the aggregate amount of all such payments
         (including   all  payments  made  from  Net  Available  Cash  of  Asset
         Dispositions  of  Specified  Assets  pursuant to the last  paragraph of
         Section  4.06(a))  made  pursuant  to this  clause (7) shall not exceed
         $35.0 million;  PROVIDED FURTHER,  HOWEVER, that such payments shall be
         included in the calculation of the amount of Restricted Payments;

                  (8) payments in respect of the  repurchase  of Existing  Notes
         from the proceeds of, and substantially concurrently with, the issuance
         of Securities on the Issue Date, PROVIDED,  HOWEVER, that such payments
         to repurchase  Existing  Notes shall be excluded in the  calculation of
         the amount of Restricted Payments; or

                  (9)  payments not  otherwise  permitted by clauses (1) through
         (8) of this Section  4.04(b) in an amount  which,  when taken  together
         with all payments  made pursuant to this clause (9), do not exceed $5.0
         million; PROVIDED, HOWEVER, that such payments shall be included in the
         calculation of the amount of Restricted Payments.

                  SECTION 4.05 LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS  FROM
RESTRICTED  SUBSIDIARIES.  The  Company  shall  not,  and shall not  permit  any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective  any  consensual  encumbrance  or  restriction  on the  ability of any
Restricted  Subsidiary to (a) pay dividends or make any other  distributions  on
its  Capital  Stock  to the  Company  or a  Restricted  Subsidiary  or  pay  any
Indebtedness owed to the Company,  (b) make any loans or advances to the Company
or (c) transfer any of its property or assets to the Company, except:


<PAGE>
                                                                              58


                  (1) with respect to clauses (a), (b) and (c),

                           (A) any  encumbrance  or  restriction  pursuant to an
                  agreement in effect at or entered into on the Issue Date;

                           (B) any encumbrance or restriction  with respect to a
                  Restricted Subsidiary pursuant to an agreement relating to any
                  Indebtedness  Incurred  by such  Restricted  Subsidiary  on or
                  prior to the  date on which  such  Restricted  Subsidiary  was
                  acquired by the Company (other than  Indebtedness  Incurred as
                  consideration  in, or to  provide  all or any  portion  of the
                  funds  or  credit   support   utilized  to   consummate,   the
                  transaction  or series of  related  transactions  pursuant  to
                  which  such   Restricted   Subsidiary   became  a   Restricted
                  Subsidiary or was acquired by the Company) and  outstanding on
                  such date;

                           (C) any  encumbrance  or  restriction  pursuant to an
                  agreement  effecting a Refinancing  of  Indebtedness  Incurred
                  pursuant to an agreement  referred to in Section 4.05(1)(A) or
                  this clause (C) or contained in any  amendment to an agreement
                  referred  to  in  Section   4.05(1)(A)  or  this  clause  (C);
                  PROVIDED, HOWEVER, that the encumbrances and restrictions with
                  respect to such  Restricted  Subsidiary  contained in any such
                  refinancing  agreement or amendment  are no less  favorable to
                  the  Holders,  taken as a whole,  than  the  encumbrances  and
                  restrictions  with  respect  to  such  Restricted   Subsidiary
                  contained in such predecessor agreements;

                           (D) any encumbrance or restriction  with respect to a
                  Restricted Subsidiary imposed pursuant to an agreement entered
                  into for the sale or disposition of all or  substantially  all
                  the  Capital  Stock or  assets of such  Restricted  Subsidiary
                  pending the closing of such sale or disposition; and

                           (E) any  encumbrance or  restriction  pursuant to the
                  terms  of  any   agreement   entered  into  by  a  Receivables
                  Subsidiary  in  connection  with  any  Qualified   Receivables


<PAGE>
                                                                              59


                  Transaction;  PROVIDED,  HOWEVER,  that  such  encumbrance  or
                  restriction applies only to a Receivables Subsidiary; and

                  (2) with respect to clause (c) only,

                           (A) any  encumbrance  or  restriction  consisting  of
                  customary   nonassignment   provisions  in  leases   governing
                  leasehold interests to the extent such provisions restrict the
                  transfer of the lease or the property leased thereunder;

                           (B)  any  encumbrance  or  restriction  contained  in
                  security  agreements or mortgages  securing  Indebtedness of a
                  Restricted  Subsidiary  to  the  extent  such  encumbrance  or
                  restriction  restricts the transfer of the property subject to
                  such security agreements or mortgages; and

                           (C) any  encumbrance or  restriction  with respect to
                  property acquired by the Company or a Restricted Subsidiary in
                  effect  at the  time  of  such  acquisition,  so  long as such
                  restriction  or  encumbrance  relates  solely to the  property
                  acquired  and  was  not  created  in   anticipation   of  such
                  acquisition.

                  SECTION  4.06  LIMITATION  ON SALES OF ASSETS  AND  SUBSIDIARY
STOCK. (a) The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, consummate any Asset Disposition unless:

                  (1)  the  Company  or  such  Restricted   Subsidiary  receives
         consideration  at the time of such Asset  Disposition at least equal to
         the fair  market  value  (including  as to the  value  of all  non-cash
         consideration),  as determined in good faith by the Board of Directors,
         of the shares and assets subject to such Asset Disposition;

                  (2) at least 75% of the consideration  thereof received by the
         Company or such  Restricted  Subsidiary  is in the form of cash or cash
         equivalents; and

                  (3) an  amount  equal to 100% of the Net  Available  Cash from
         such Asset  Disposition  is applied by the Company (or such  Restricted
         Subsidiary, as the case may be):


<PAGE>
                                                                              60


                           (A) FIRST,  to the extent the  Company  elects (or is
                  required  by the  terms of any  Applicable  Indebtedness),  to
                  prepay, repay, redeem or purchase Applicable  Indebtedness (in
                  each case other than  Indebtedness  owed to the  Company or an
                  Affiliate  of the  Company)  within one year from the later of
                  the date of such Asset  Disposition or the receipt of such Net
                  Available Cash;

                           (B) SECOND,  to the extent of the balance of such Net
                  Available  Cash after  application  in accordance  with clause
                  (A), to the extent the Company elects,  to acquire  Additional
                  Assets  (PROVIDED  that if the assets that were the subject of
                  such  Asset  Disposition  constituted  Collateral,  then  such
                  Additional  Assets  shall  be  pledged  at the  time of  their
                  acquisition to the Trustee (or to the Collateral  Agent on its
                  behalf) as Collateral for the benefit of the Holders,  subject
                  to Specified Permitted Liens and the Intercreditor  Agreement)
                  in each  case  within  one year  from the later of the date of
                  such Asset  Disposition  or the receipt of such Net  Available
                  Cash; and

                           (C) THIRD,  to the extent of the  balance of such Net
                  Available Cash after  application  in accordance  with clauses
                  (A) and (B), to make an offer to the Holders of the Securities
                  (and to holders of other Applicable Senior Indebtedness of the
                  Company designated by the Company) to purchase Securities (and
                  such other  Applicable  Senior  Indebtedness  of the  Company)
                  pursuant to and subject to the conditions contained in Section
                  4.06(c);

PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase
of  Indebtedness  pursuant  to clause  (A) or (C)  above,  the  Company  or such
Restricted Subsidiary shall permanently retire such Indebtedness and shall cause
the related  loan  commitment  (if any) to be  permanently  reduced in an amount
equal to the principal amount so prepaid, repaid or purchased.

                  Notwithstanding the foregoing provisions of this Section 4.06,
unless the Asset Disposition involves the disposition of Collateral, the Company
and the Restricted  Subsidiaries will not be required to apply any Net Available


<PAGE>
                                                                              61


Cash in  accordance  with this  Section  4.06(a)  except to the extent  that the
aggregate Net Available Cash from all Asset Dispositions which is not applied in
accordance with this Section 4.06(a) exceeds $5.0 million.  Pending  application
of Net Available Cash pursuant to Section 4.06(a), such Net Available Cash shall
be invested in Temporary Cash  Investments  (which,  if the assets that were the
subject of such Asset Disposition  constituted  Collateral,  then such Temporary
Cash Investments  shall be pledged to the Trustee (or to the Collateral Agent on
its behalf) as Collateral  for the benefit of the Holders,  subject to Specified
Permitted Liens and the  Intercreditor  Agreement,  pending such application) or
applied to temporarily  reduce revolving credit  indebtedness that is Applicable
Indebtedness.

                  Notwithstanding  clause  (a)(3) of this Section  4.06,  in the
event of any Asset  Disposition of Specified  Assets,  the Company may apply the
Net Available Cash of such  disposition of Specified Assets to the repurchase or
retirement  of  Existing  Notes  pursuant  to  clause  (b)(7) of  Section  4.04;
PROVIDED, HOWEVER, that (i) the Consolidated Coverage Ratio, determined on a PRO
FORMA  basis  after  giving  effect  to such  Asset  Disposition  and the use of
proceeds therefrom pursuant to this paragraph,  is greater than the Consolidated
Coverage Ratio in effect  immediately  prior to such Asset  Disposition and (ii)
the aggregate amount of all Net Available Cash applied pursuant to this sentence
shall not exceed $35.0  million.  To the extent that any Net  Available  Cash of
Asset  Dispositions of Specified  Assets are not applied or are not permitted to
be applied as set forth in the foregoing sentence, such Net Available Cash shall
be applied as set forth in clause (a)(3) of this Section 4.06.

                  (b) For the purposes of this Section  4.06,  the following are
deemed to be cash or cash equivalents:

                           (1) the  assumption  of  Indebtedness  of the Company
                  (other than  obligations in respect of  Disqualified  Stock of
                  the  Company)  or  any  Restricted   Subsidiary   (other  than
                  obligations  in respect  of  Disqualified  Stock or  Preferred
                  Stock  of a  Subsidiary  Guarantor)  and  the  release  of the
                  Company or such  Restricted  Subsidiary  from all liability on
                  such  Indebtedness in connection with such Asset  Disposition;
                  and


<PAGE>
                                                                              62


                           (2)  securities   received  by  the  Company  or  any
                  Restricted  Subsidiary  from the transferee  that are promptly
                  converted by the Company or such  Restricted  Subsidiary  into
                  cash, to the extent of the cash received in that conversion.

                  (c) In the  event of an Asset  Disposition  that  requires  an
offer to purchase  Securities (and other Applicable  Senior  Indebtedness of the
Company)  pursuant  to Section  (a)(3)(C)  above,  the  Company  shall  purchase
Securities  tendered pursuant to an offer by the Company for the Securities (and
such other  Applicable  Senior  Indebtedness  of the Company) (the "Offer") at a
purchase  price of 100% of their  principal  amount (or, in the event such other
Applicable  Senior  Indebtedness  of the  Company  was issued  with  significant
original issue discount,  100% of the accreted value thereof)  without  premium,
plus accrued but unpaid interest (or, in respect of such other Applicable Senior
Indebtedness  of the Company,  such lesser price, if any, as may be provided for
by the terms of such  Applicable  Senior  Indebtedness)  in accordance  with the
procedures  (including prorating in the event of oversubscription)  set forth in
Section 4.06(d);  PROVIDED that the procedures for making an offer to holders of
other  Applicable  Senior  Indebtedness  will be as provided for by the terms of
such Applicable  Senior  Indebtedness.  In each case, if the aggregate  purchase
price  of the  Indebtedness  tendered  pursuant  to the  Offer  exceeds  the Net
Available  Cash  allotted  to their  purchase,  the  Company  shall  select  the
Indebtedness  to be  purchased  on a PRO RATA basis but in round  denominations,
which in the case of the Securities will be  denominations  of $1,000  principal
amount or multiples  thereof.  The Company shall not be required to make such an
Offer if the Net Available Cash available  therefor  (after  application of such
proceeds as provided in clauses (a)(3)(A) and (a)(3)(B) of this Section 4.06, or
as provided in the last paragraph of Section 4.06(a)), is less than $5.0 million
(which  lesser  amount  shall be carried  forward for  purposes  of  determining
whether such an Offer is required  with respect to the Net  Available  Cash from
any  subsequent  Asset  Disposition).  Upon  completion  of such an  Offer,  Net
Available  Cash will be deemed to be  reduced  by the  aggregate  amount of such
Offer. If any Net Available Cash remains after the completion of any such Offer,
the  Company  may use such Net  Available  Cash for any  purpose  not  otherwise
prohibited by the Indenture.


<PAGE>
                                                                              63


                  (d) (1)  Promptly,  and in any event  within 10 days after the
Company  becomes  obligated to make an Offer,  the Company  shall deliver to the
Trustee and send, by first-class  mail to each Holder,  a written notice stating
that the Holder may elect to have his Securities purchased by the Company either
in whole or in part (subject to prorating as described in Section 4.06(c) in the
event the Offer is  oversubscribed) in integral multiples of $1,000 of principal
amount,  at the applicable  purchase price.  The notice shall specify a purchase
date not less than 30 days nor more than 60 days  after the date of such  notice
(the "Purchase Date") and shall contain such information concerning the business
of the Company which the Company in good faith believes will enable such Holders
to make an  informed  decision  (which at a minimum  will  include  (A) the most
recently  filed  Annual  Report on Form  10-K  (including  audited  consolidated
financial  statements)  of the  Company,  the  most  recent  subsequently  filed
Quarterly  Report on Form 10-Q and any Current Report on Form 8-K of the Company
filed subsequent to such Quarterly Report, other than Current Reports describing
Asset   Dispositions   otherwise   described  in  the  offering   materials  (or
corresponding  successor reports), (B) a description of material developments in
the Company's business subsequent to the date of the latest of such Reports, and
(C)  if  material,   appropriate  PRO  FORMA  financial   information)  and  all
instructions and materials necessary to tender Securities pursuant to the Offer,
together with the information contained in clause (3).

                  (2) Not later  than the date upon which  written  notice of an
         Offer is delivered to the Trustee as provided above,  the Company shall
         deliver to the Trustee an Officers' Certificate as to (A) the amount of
         the Offer (the "Offer Amount"),  including  information as to any other
         Applicable  Senior   Indebtedness   included  in  the  Offer,  (B)  the
         allocation  of the Net  Available  Cash  from  the  Asset  Dispositions
         pursuant  to which such Offer is being made and (C) the  compliance  of
         such allocation with the provisions of Section 4.06(a) and (c). On such
         date,  the Company shall also  irrevocably  deposit with the Trustee or
         with a Paying  Agent  (or,  if the  Company is acting as its own Paying
         Agent,  segregate  and hold in trust) in  Temporary  Cash  Investments,


<PAGE>
                                                                              64


         maturing on the last day prior to the Purchase  Date or on the Purchase
         Date if funds are immediately  available by open of business, an amount
         equal to the Offer Amount to be held for payment in accordance with the
         provisions  of this Section.  If the Offer  includes  other  Applicable
         Senior  Indebtedness,  the deposit described in the preceding  sentence
         may be made  with any  other  paying  agent  pursuant  to  arrangements
         satisfactory  to the  Trustee.  Upon the  expiration  of the period for
         which the Offer  remains open (the "Offer  Period"),  the Company shall
         deliver to the  Trustee for  cancellation  the  Securities  or portions
         thereof which have been properly  tendered to and are to be accepted by
         the Company.  The Trustee shall,  on the Purchase Date, mail or deliver
         payment (or cause the delivery of payment) to each tendering  Holder in
         the  amount of the  purchase  price.  In the event  that the  aggregate
         purchase  price  of the  Securities  delivered  by the  Company  to the
         Trustee is less than the Offer Amount applicable to the Securities, the
         Trustee shall deliver the excess to the Company  immediately  after the
         expiration of the Offer Period for  application in accordance with this
         Section 4.06.

                  (3)  Holders  electing to have a Security  purchased  shall be
         required to  surrender  the  Security,  with an  appropriate  form duly
         completed,  to the  Company at the address  specified  in the notice at
         least three Business Days prior to the Purchase Date.  Holders shall be
         entitled  to  withdraw  their  election  if the  Trustee or the Company
         receives not later than one Business Day prior to the Purchase  Date, a
         telex,  facsimile  transmission or letter setting forth the name of the
         Holder,  the principal  amount of the Security  which was delivered for
         purchase by the Holder and a statement  that such Holder is withdrawing
         his election to have such Security purchased.  Holders whose Securities
         are  purchased  only in part  shall be issued new  Securities  equal in
         principal   amount  to  the  unpurchased   portion  of  the  Securities
         surrendered.

                  (4) At the time the Company delivers Securities to the Trustee
         which are to be accepted for  purchase,  the Company shall also deliver
         an  Officers'  Certificate  stating  that  such  Securities  are  to be
         accepted by the Company pursuant to and in accordance with the terms of


<PAGE>
                                                                              65


         this  Section.  A Security  shall be deemed to have been  accepted  for
         purchase at the time the Trustee,  directly or through an agent,  mails
         or delivers payment therefor to the surrendering Holder.

                  (e) The Company shall comply, to the extent  applicable,  with
the  requirements of Section 14(e) of the Exchange Act and any other  securities
laws or regulations in connection with the repurchase of Securities  pursuant to
this Section 4.06. To the extent that the provisions of any  securities  laws or
regulations  conflict with  provisions  of this Section 4.06,  the Company shall
comply with the  applicable  securities  laws and  regulations  and shall not be
deemed to have breached its obligations under this Section 4.06 by virtue of its
compliance with such securities laws or regulations.

                  SECTION 4.07  LIMITATION  ON AFFILIATE  TRANSACTIONS.  (a) The
Company shall not, and shall not permit any Restricted Subsidiary to, enter into
or permit to exist any  transaction  (including  the  purchase,  sale,  lease or
exchange of any property, employee compensation arrangements or the rendering of
any  service)  with,  or for the  benefit of, any  Affiliate  of the Company (an
"Affiliate Transaction") unless:

                  (1)  the  terms  of the  Affiliate  Transaction  are  no  less
         favorable to the Company or such Restricted  Subsidiary than those that
         could  be  obtained  at  the  time  of  the  Affiliate  Transaction  in
         arm's-length dealings with a Person who is not an Affiliate;

                  (2) if such Affiliate Transaction involves an amount in excess
         of $5.0 million,  the terms of the Affiliate  Transaction are set forth
         in writing and a majority of the non-employee  directors of the Company
         disinterested   with  respect  to  such  Affiliate   Transaction   have
         determined  in good faith that the criteria set forth in clause (1) are
         satisfied  and have  approved the  relevant  Affiliate  Transaction  as
         evidenced by a resolution of the Board of Directors; and

                  (3) if such Affiliate Transaction involves an amount in excess
         of $10.0  million,  the Board of Directors  shall also have  received a
         written opinion from an Independent  Qualified Party to the effect that
         such Affiliate Transaction is fair, from a financial standpoint, to the


<PAGE>
                                                                              66


         Company and its Restricted Subsidiaries or is not less favorable to the
         Company  and its  Restricted  Subsidiaries  than  could  reasonably  be
         expected to be obtained at the time in an arm's-length transaction with
         a Person who was not an Affiliate.

                  (b) The provisions of Section 4.07(a) shall not prohibit:

                  (1) any  Investment  (other  than a Permitted  Investment)  or
         other Restricted Payment, in each case permitted to be made pursuant to
         Section 4.04;

                  (2) any issuance of securities,  or other payments,  awards or
         grants in cash, securities or otherwise pursuant to, or the funding of,
         employment  arrangements,  stock  options  and  stock  ownership  plans
         approved by the Board of Directors;

                  (3) loans or advances to employees  in the ordinary  course of
         business in  accordance  with the past  practices of the Company or its
         Restricted Subsidiaries, but in any event not to exceed $1.0 million in
         the aggregate outstanding at any one time;

                  (4) the payment of reasonable fees to directors of the Company
         and its Restricted Subsidiaries who are not employees of the Company or
         its Restricted Subsidiaries;

                  (5) any  transaction  with a  Restricted  Subsidiary  or joint
         venture  or  similar   entity  which  would   constitute  an  Affiliate
         Transaction solely because the Company or a Restricted  Subsidiary owns
         an equity interest in or otherwise controls such Restricted Subsidiary,
         joint venture or similar entity;

                  (6) the  issuance  or sale of any  Capital  Stock  (other than
         Disqualified Stock) of the Company;

                  (7)  indemnities  of officers,  directors and employees of the
         Company  or  any  Restricted  Subsidiaries  permitted  or  required  by
         charter, bylaw, contractual or statutory provisions; and


<PAGE>
                                                                              67


                  (8) any transaction with a Receivables  Subsidiary pursuant to
         a Qualified Receivables Transaction.

                  SECTION 4.08 LIMITATION ON LINE OF BUSINESS. The Company shall
not, and shall not permit any Restricted  Subsidiary,  to engage in any business
other than a Related Business.

                  SECTION  4.09  LIMITATION  ON THE SALE OR  ISSUANCE OF CAPITAL
STOCK OF RESTRICTED SUBSIDIARIES. The Company:

                  (1) shall not, and shall not permit any Restricted  Subsidiary
         to, sell, lease,  transfer or otherwise dispose of any Capital Stock of
         any  Restricted  Subsidiary  to any Person (other than the Company or a
         Restricted Subsidiary), and

                  (2) shall not permit any Restricted Subsidiary to issue any of
         its Capital Stock (other than if necessary, shares of its Capital Stock
         constituting directors' or other legally required qualifying shares) to
         any Person (other than to the Company or a Restricted Subsidiary),

                  unless,

                           (A) immediately after giving effect to such issuance,
                  sale or other disposition,  neither the Company nor any of its
                  Subsidiaries   own  any  Capital  Stock  of  such   Restricted
                  Subsidiary; or

                           (B) immediately after giving effect to such issuance,
                  sale or other disposition, such Restricted Subsidiary would no
                  longer  constitute a Restricted  Subsidiary and any Investment
                  in such  Person  remaining  after  giving  effect  thereto  is
                  treated as a new Investment by the Company and such Investment
                  would be  permitted  to be made under  Section 4.04 if made on
                  the date of such issuance, sale or other disposition.

                  For purposes of this Section  4.09,  the creation of a Lien on
any Capital  Stock of a  Restricted  Subsidiary  to secure  Indebtedness  of the
Company  or  any of its  Restricted  Subsidiaries  will  not be  deemed  to be a
violation  of this  Section  4.09;  provided,  HOWEVER,  that  any sale or other


<PAGE>
                                                                              68


disposition by the secured party of such Capital Stock following  foreclosure of
its Lien will be subject to this Section 4.09.

                  SECTION 4.10 CHANGE OF CONTROL.  (a) Upon the  occurrence of a
Change of Control,  each Holder shall have the right to require that the Company
repurchase such Holder's Securities at a purchase price in cash equal to 101% of
the  principal  amount  thereof on the date of purchase  plus accrued and unpaid
interest,  if any, to the date of  purchase  (subject to the right of holders of
record on the  relevant  record  date to receive  interest  due on the  relevant
interest  payment date),  in accordance  with the terms  contemplated in Section
4.10(b).

                  (b)  Within  30 days  following  any  Change of  Control,  the
Company  shall  mail a notice to each  Holder  with a copy to the  Trustee  (the
"Change of Control Offer") stating:

                  (1) that a Change of Control has occurred and that such Holder
         has the  right  to  require  the  Company  to  purchase  such  Holder's
         Securities  at a purchase  price in cash equal to 101% of the principal
         amount  thereof  on the  date of  purchase,  plus  accrued  and  unpaid
         interest,  if any,  to the date of  purchase  (subject  to the right of
         Holders of record on the  relevant  record date to receive  interest on
         the relevant interest payment date);

                  (2) the circumstances and relevant facts regarding such Change
         of Control (including  information with respect to PRO FORMA historical
         income, cash flow and capitalization,  in each case after giving effect
         to such Change of Control);

                  (3) the purchase  date (which shall be no earlier than 30 days
         nor later than 60 days from the date such notice is mailed); and

                  (4) the instructions, as determined by the Company, consistent
         with this Section 4.10,  that a Holder must follow in order to have its
         Securities purchased.

                  (c)  Holders  electing  to have a Security  purchased  will be
required to surrender the Security,  with an appropriate form duly completed, to
the Company at the address  specified in the notice at least three Business Days


<PAGE>
                                                                              69


prior to the purchase date.  Holders will be entitled to withdraw their election
if the Trustee or the Company  receives not later than one Business Day prior to
the purchase date, a telegram,  telex,  facsimile transmission or letter setting
forth the name of the Holder,  the  principal  amount of the Security  which was
delivered  for  purchase  by the  Holder  and a  statement  that such  Holder is
withdrawing his election to have such Security purchased.

                  (d) On the  purchase  date,  all  Securities  purchased by the
Company  under this Section shall be delivered by the Company to the Trustee for
cancellation,  and the Company  shall pay the  purchase  price plus  accrued and
unpaid interest, if any, to the Holders entitled thereto.

                  (e) Notwithstanding the foregoing  provisions of this Section,
the Company shall not be required to make a Change of Control Offer  following a
Change of Control  if a third  party  makes the  Change of Control  Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section  applicable to a Change of Control Offer made by the Company and
purchases all Securities validly tendered and not withdrawn under such Change of
Control Offer.

                  (f) The Company shall comply, to the extent  applicable,  with
the  requirements of Section 14(e) of the Exchange Act and any other  securities
laws or regulations in connection with the repurchase of Securities  pursuant to
this Section 4.10. To the extent that the provisions of any  securities  laws or
regulations  conflict with  provisions  of this Section 4.10,  the Company shall
comply with the  applicable  securities  laws and  regulations  and shall not be
deemed to have breached its obligations under this Section 4.10 by virtue of its
compliance with such securities laws or regulations.

                  SECTION 4.11  LIMITATION ON LIENS.  (a) The Company shall not,
and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur
or permit to exist any Lien of any nature  whatsoever  on any of its  properties
(including Capital Stock of a Restricted Subsidiary), whether owned at the Issue
Date or thereafter acquired, other than Permitted Liens.

                  (b) In the event that the Company or any Subsidiary  Guarantor
Incurs or permits to exist any Lien upon any  property  or assets of the Company


<PAGE>
                                                                              70


or such Subsidiary  Guarantor to secure any First Lien Obligations,  the Company
or such  Subsidiary  Guarantor shall  concurrently  grant a Lien (subject to the
terms of the Intercreditor  Agreement and Specified Permitted Liens) in favor of
the  Trustee  (or the  Collateral  Agent on its  behalf)  and the Holders of the
Securities  upon such property as security for the Security  Obligations  by (i)
executing  Security Documents that grant the Trustee (or the Collateral Agent on
its behalf) a  second-priority  Lien upon such  property  for the benefit of the
Holders upon  substantially  the same terms as those that create such additional
security interests,  but subject to the Intercreditor Agreement, and (ii) taking
all such actions  (including  the filing and recording of financing  statements,
fixture  filings,  Mortgages and other documents) that may be required under any
applicable  law,  or which the  Trustee  may  reasonably  request  to create and
perfect  such  second-priority  Lien,  all at the expense of the Company and the
Subsidiary  Guarantors,  including all  reasonable  fees and expenses of counsel
incurred  by the  Trustee  and the  Collateral  Agent in  connection  therewith;
PROVIDED that the Company or such Subsidiary  Guarantor shall not be required to
grant a  second-priority  Lien upon such property as security for the Securities
if  (x) a  second-priority  Lien  in  such  property  cannot  be  granted  under
applicable  law or (y) such grant requires the consent of any third party (other
than any obligee on First Lien  Obligations),  which consent the Company or such
Subsidiary Guarantor is unable to obtain using reasonable best efforts.

                  In addition,  the Company and each Subsidiary Guarantor shall,
with  respect to each  parcel of real  property  acquired  by the Company or any
Subsidiary   Guarantor  after  the  Issue  Date  that  secures  the  First  Lien
Obligations, use reasonable best efforts to deliver to the Collateral Agent, for
the benefit of the Trustee and the Holders,  and addressed to the Trustee or the
Collateral Agent, as applicable,  the following, but only to the extent that the
following documents are required to be delivered to the Credit Agent:

                  (1) a fully  executed,  acknowledged,  and  recorded  Mortgage
         similar to that  provided  for the benefit of the Credit  Agent  except
         that such  mortgage  or deed of trust  shall be subject to the terms of
         the Intercreditor Agreement;


<PAGE>
                                                                              71


                  (2) an  opinion  of  local  counsel  in a  form  substantially
         similar to the opinion provided for the benefit of the Credit Agent, or
         otherwise reasonably acceptable to the Trustee;

                  (3)  a   fully-paid   title   insurance   policy   in  a  form
         substantially  similar to the title insurance  policy  delivered to the
         Credit Agent (including such  endorsements as the Credit Agent obtained
         in its  title  insurance  policy)  with no  exceptions  other  than (i)
         Specified  Permitted  Liens  and  exceptions  included  under the title
         insurance policy in favor of the Credit Agent,  (ii) the Credit Agent's
         existing  Lien on such  property  and (iii)  other  changes  reasonably
         acceptable to the Trustee; and

                  (4) the most  recent  survey of each  property  together  with
         either (i) an updated survey certification from the applicable surveyor
         stating  that,  based on a visual  inspection  of the  property and the
         knowledge  of the  surveyor,  there  has been no  change  in the  facts
         depicted  in the survey or (ii) an  affidavit  from the Company and the
         Subsidiary  Guarantors  stating  that there has been no  change,  other
         than, in each case,  changes reasonably  acceptable to the Trustee,  in
         the facts depicted in the survey, in each case, in forms  substantially
         similar to those delivered to the Credit Agent.

                  The Company shall  provide each of the foregoing  described in
clauses (1)  through  (4) above at its own expense and shall pay all  reasonable
fees and expenses of counsel incurred by the Trustee and the Collateral Agent in
connection with each of the foregoing.

                  SECTION 4.12 LIMITATION ON  SALE/LEASEBACK  TRANSACTIONS.  The
Company shall not, and shall not permit any Restricted Subsidiary to, enter into
any  Sale/Leaseback  Transaction  with  respect to any  property  unless (a) the
Company  or  such  Restricted   Subsidiary   would  be  entitled  to  (1)  Incur
Indebtedness  in an amount equal to the  Attributable  Debt with respect to such
Sale/Leaseback  Transaction  pursuant  to Section  4.03 and (2) create a Lien on
such property  securing such  Attributable  Debt without securing the Securities
pursuant to Section  4.11,  (b) the net proceeds  received by the Company or any
Restricted Subsidiary in connection with such Sale/Leaseback  Transaction are at
least equal to the fair market value (as  determined  by the Board of Directors)


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                                                                              72


of such property and (c) the Company applies the proceeds of such transaction in
compliance with Section 4.06.

                  SECTION 4.13 FUTURE  GUARANTORS.  The Company  shall cause (i)
each Domestic Restricted Subsidiary created or acquired after the Issue Date and
(ii) each  Foreign  Subsidiary  that enters  into a Guarantee  of any First Lien
Obligations after the Issue Date to, in each case, at the same time, execute and
deliver to the Trustee a Guarantee  Agreement  pursuant to which such Subsidiary
will  Guarantee  payment of the  Securities on the same terms and  conditions as
those set forth this Indenture and the Security Documents.

                  SECTION  4.14  IMPAIRMENT  OF SECURITY  INTEREST.  The Company
shall not, and the Company shall not permit any of its  Restricted  Subsidiaries
to, take or knowingly or  negligently  omit to take,  any action which action or
omission  might or would have the result of  materially  impairing  the security
interest with respect to the  Collateral  for the benefit of the Trustee and the
Holders of the  Securities.  The Company  shall not, and shall not permit any of
its Restricted  Subsidiaries to, grant to any Person other than the Credit Agent
or the Collateral  Agent or the Trustee,  for the benefit of the Trustee and the
Holders of the Securities and the other beneficiaries  described in the Security
Documents,  any  interest  whatsoever  in  any  of the  Collateral,  other  than
Specified Permitted Liens.

                  SECTION  4.15  AMENDMENT  TO SECURITY  DOCUMENTS.  The Company
shall not amend,  modify or  supplement,  or permit or consent to any amendment,
modification  or supplement of, the Security  Documents in any way that would be
adverse to the Holders of the  Securities  in any  material  respect,  except as
permitted under Article 9.

                  SECTION 4.16 COMPLIANCE CERTIFICATE. The Company shall deliver
to the Trustee  within 120 days after the end of each fiscal year of the Company
an Officers'  Certificate  stating that in the course of the  performance by the
signers of their  duties as  Officers of the Company  they would  normally  have
knowledge of any Default and whether or not the signers know of any Default that
occurred  during such period.  If they do, the  certificate  shall  describe the


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                                                                              73


Default,  its status and what  action the  Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA ss. 314(a)(4).

                  SECTION 4.17 FURTHER INSTRUMENTS AND ACTS. (a) Upon request of
the  Trustee or the  Collateral  Agent,  the Company  will,  and will cause each
Restricted  Subsidiary to, execute and deliver such further  instruments  and do
such  further  acts as may be  reasonably  necessary or proper to carry out more
effectively  the purpose of this  Indenture,  including the execution of any and
all further documents, financing statements, agreements and instruments, and the
taking of all such  further  actions  (including  the  filing and  recording  of
financing  statements,  fixture  filings,  mortgages,  deeds of trust  and other
documents),  which may be required  under any  applicable  law, to maintain  the
perfection  and  priority of the Liens  created or intended to be created by the
Security Documents,  all at the expense of the Company.  The Company also agrees
to provide (or cause to be  provided)  to the Trustee or the  Collateral  Agent,
from time to time upon request,  evidence reasonably satisfactory to the Trustee
and the Collateral  Agent as to the perfection and priority of the Liens created
or intended to be created by the Security Documents.

                  (b) In  furtherance  of and not in limitation of the foregoing
paragraph (a), within 60 days following the Issue Date, the Company will deliver
or cause to be  delivered  to the  Collateral  Agent (i) a pledge  and  security
agreement  with respect to the pledge of 65% of the equity  interests of Societe
d'Exploitation des Raccords Gautier,  duly executed by the Company,  as pledgor,
and  including all necessary  endorsements  thereon,  (ii) a pledge and security
agreement with respect to the pledge of 65% of the equity  interests of Univeyor
A/S,  duly  executed by the Company,  as pledgor,  and  including  all necessary
endorsements  thereon and (iii) a pledge and security  agreement with respect to
the pledge of 65% of the equity interests of Yale Industrial Products GmbH, duly
executed by Audubon  Europe  S.ar.l.,  as pledgor,  and  including all necessary
endorsements  thereon,  in each of cases (i)  through  (iii),  together  with an
opinion of counsel  qualified  under the  jurisdiction  of  organization  of the
pledged entity to the effect that such pledge and security  agreement creates in
favor of the  Collateral  Agent for the benefit of the Trustee and the Holders a
valid and enforceable security interest in the equity interests pledged thereby.


<PAGE>
                                                                              74


                                    ARTICLE 5

                                Successor Company

                  SECTION  5.01 WHEN COMPANY MAY MERGE OR TRANSFER  ASSETS.  (a)
The  Company  shall  not  consolidate  with or merge  with or into,  or  convey,
transfer or lease, in one transaction or a series of  transactions,  directly or
indirectly, all or substantially all its assets to, any Person, unless:

                  (1)  the  resulting,   surviving  or  transferee  Person  (the
         "Successor Company") shall be a Person organized and existing under the
         laws of the United States of America, any State thereof or the District
         of  Columbia  and the  Successor  Company  (if not the  Company)  shall
         expressly assume,  by an indenture  supplemental  hereto,  executed and
         delivered to the Trustee, in form satisfactory to the Trustee,  all the
         obligations of the Company under the Securities and this Indenture;

                  (2)  immediately   after  giving  PRO  FORMA  effect  to  such
         transaction (and treating any Indebtedness  which becomes an obligation
         of the  Successor  Company  or  any  Subsidiary  as a  result  of  such
         transaction as having been Incurred by such  Successor  Company or such
         Subsidiary  at the time of such  transaction),  no  Default  shall have
         occurred and be continuing;

                  (3)  immediately   after  giving  PRO  FORMA  effect  to  such
         transaction, the Successor Company would be able to Incur an additional
         $1.00 of Indebtedness pursuant to Section 4.03(a);

                  (4)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation,  merger or transfer and such supplemental  indenture (if
         any) comply with this Indenture; and

                  (5) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that the Holders  will not  recognize  income,
         gain or loss for  Federal  income  tax  purposes  as a  result  of such
         transaction  and will be  subject  to  Federal  income  tax on the same


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                                                                              75


         amounts,  in the same  manner  and at the same times as would have been
         the case if such transaction had not occurred.

PROVIDED,  HOWEVER,  that clause (3) will not be  applicable to (A) a Restricted
Subsidiary  consolidating  with, merging into or transferring all or part of its
properties  and  assets  to the  Company  or (B)  the  Company  merging  with an
Affiliate  of the  Company  solely for the  purpose  and with the sole effect of
reincorporating the Company in another jurisdiction.

                  For  purposes  of  this  Section   5.01,   the  sale,   lease,
conveyance,  assignment,  transfer or other  disposition of all or substantially
all of the  properties  and assets of one or more  Subsidiaries  of the Company,
which   properties  and  assets,   if  held  by  the  Company  instead  of  such
Subsidiaries,  would constitute all or  substantially  all of the properties and
assets  of the  Company  on a  consolidated  basis,  shall be  deemed  to be the
transfer  of  all or  substantially  all of the  properties  and  assets  of the
Company.

                  The  Successor  Company  shall be the successor to the Company
and shall succeed to, and be  substituted  for, and may exercise every right and
power of, the Company under this Indenture,  and the predecessor Company, except
in the  case of a lease,  shall  be  released  from  the  obligation  to pay the
principal of and interest on the Securities.

                  (b) The Company shall not permit any  Subsidiary  Guarantor to
consolidate  with or merge with or into,  or convey,  transfer or lease,  in one
transaction or a series of transactions,  all or substantially all of its assets
to any Person unless:

                  (1) except in the case of a Subsidiary Guarantor that has been
         disposed  of in its  entirety  to  another  Person  (other  than to the
         Company or an  Affiliate  of the  Company),  whether  through a merger,
         consolidation  or sale of  Capital  Stock or assets,  if in  connection
         therewith the Company provides an Officers'  Certificate to the Trustee
         to the effect that the Company will comply with its  obligations  under
         Section 4.06 in respect of such disposition,  the resulting,  surviving
         or  transferee  Person  (if not  such  Subsidiary)  shall  be a  Person
         organized and existing under the laws of the  jurisdiction  under which


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                                                                              76


         such Subsidiary was organized or under the laws of the United States of
         America,  or any State  thereof or the District of  Columbia,  and such
         Person  shall  expressly  assume,  by a  Guarantee  Agreement,  all the
         obligations of such Subsidiary, if any, under its Subsidiary Guarantee;

                  (2)  immediately  after giving effect to such  transaction  or
         transactions on a PRO FORMA basis (and treating any Indebtedness  which
         becomes an obligation of the resulting,  surviving or transferee Person
         as a result of such transaction as having been issued by such Person at
         the time of such  transaction),  no Default  shall have occurred and be
         continuing; and

                  (3)  the  Company   delivers  to  the  Trustee  an   Officers'
         Certificate  and  an  Opinion  of  Counsel,   each  stating  that  such
         consolidation, merger or transfer and such Guarantee Agreement, if any,
         complies with this Indenture.

                                   ARTICLE 6

                              Defaults and Remedies

                  SECTION 6.01 EVENTS OF DEFAULT.  An "Event of Default"  occurs
if:


                  (1) the  Company  defaults  in any  payment of interest on any
         Security  when the  same  becomes  due and  payable,  and such  default
         continues for a period of 30 days;

                  (2) the Company (A)  defaults in the payment of the  principal
         of any  Security  when the same  becomes  due and payable at its Stated
         Maturity, upon optional redemption, upon declaration of acceleration or
         otherwise,  or (B) fails to purchase  Securities when required pursuant
         to this Indenture or the Securities;

                  (3) the Company fails to comply with Section 5.01;

                  (4) the Company fails to comply with Section 4.02, 4.03, 4.04,
         4.05,  4.06,  4.07,  4.08,  4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 or
         4.17(b)  (other than a failure to  purchase  Securities  when  required
         under  Section  4.06 or 4.10) and such  failure  continues  for 30 days
         after the notice specified below;


<PAGE>
                                                                              77


                  (5) the Company or any  Subsidiary  Guarantor  fails to comply
         with any of its  agreements in the  Securities,  this  Indenture or the
         Security  Documents  (other than those  referred to in clause (1), (2),
         (3) or (4)  above)  and such  failure  continues  for 60 days after the
         notice specified below;

                  (6) Indebtedness of the Company,  any Subsidiary  Guarantor or
         any  Significant  Subsidiary  is not paid within any  applicable  grace
         period after final maturity or is  accelerated  by the holders  thereof
         because of a default and the total amount of such  Indebtedness  unpaid
         or  accelerated   exceeds  $10.0  million,   or  its  foreign  currency
         equivalent at the time;

                  (7) a  Subsidiary  Guarantor,  the Company or any  Significant
         Subsidiary 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 of it
                  or for any substantial part of its property; or

                           (D) makes a general assignment for the benefit of its
                  creditors;

         or takes any  comparable  action  under any  foreign  laws  relating to
         insolvency;

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

                           (A) is for relief against a Subsidiary Guarantor, the
                  Company or any Significant Subsidiary in an involuntary case;

                           (B) appoints a Custodian  of a Subsidiary  Guarantor,
                  the  Company  or  any   Significant   Subsidiary  or  for  any
                  substantial part of its property; or


<PAGE>
                                                                              78



                           (C)  orders  the  winding  up  or  liquidation  of  a
                  Subsidiary   Guarantor,   the   Company  or  any   Significant
                  Subsidiary;

         or any similar  relief is granted  under any foreign laws and the order
         or decree remains unstayed and in effect for 60 days;

                  (9) any  judgment or decree for the payment of money in excess
         of $10.0  million or its  foreign  currency  equivalent  at the time is
         entered against a Subsidiary Guarantor,  the Company or any Significant
         Subsidiary,  remains  outstanding for a period of 60 days following the
         entry of such judgment or decree and is not  discharged,  waived or the
         execution thereof stayed;

                  (10) any Subsidiary  Guarantee  ceases to be in full force and
         effect  (other  than in  accordance  with the terms of such  Subsidiary
         Guarantee and this  Indenture) or any  Subsidiary  Guarantor  denies or
         disaffirms its obligations under its Subsidiary Guarantee; or

                  (11)  any  security   interest   granted  under  the  Security
         Documents  shall,  at any time,  fail or cease to be in full  force and
         effect  for any  reason  other  than  the  satisfaction  in full of all
         Obligations under this Indenture and discharge of this Indenture or the
         release of such security  interest in accordance with the provisions of
         this  Indenture,  or any security  interest  created or purported to be
         created  thereunder  shall be declared  invalid or unenforceable or the
         Company or any Subsidiary  Guarantor  shall assert,  in any pleading in
         any court of competent jurisdiction, that any such security interest is
         invalid or unenforceable.

                  The foregoing will constitute  Events of Default  whatever the
reason for any such Event of Default and whether it is voluntary or  involuntary
or is effected by operation of law or pursuant to any judgment,  decree or order
of any  court  or any  order,  rule  or  regulation  of  any  administrative  or
governmental body.


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                                                                              79


                  The term  "Bankruptcy Law" means Title 11, UNITED STATES CODE,
or any  similar  Federal  or  state  law for the  relief  of  debtors.  The term
"Custodian"  means any receiver,  trustee,  assignee,  liquidator,  custodian or
similar official under any Bankruptcy Law.

                  A Default  under clauses (4) or (5) is not an Event of Default
until the  Trustee  or the  holders of at least 25% in  principal  amount of the
outstanding  Securities  notify the Company of the Default and the Company  does
not cure such Default  within the time  specified  after receipt of such notice.
Such notice must specify the Default,  demand that it be remedied and state that
such notice is a "Notice of Default".

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof,  written notice in the form of an Officers'  Certificate
of any Event of Default  under clause (6), (9), (10) or (11) and any event which
with the giving of notice or the lapse of time would  become an Event of Default
under  clause (4) or (5),  its status and what  action the  Company is taking or
proposes to take with respect thereto.

                  SECTION 6.02 ACCELERATION.  If an Event of Default (other than
an Event of  Default  specified  in Section  6.01(7) or (8) with  respect to the
Company) occurs and is continuing,  the Trustee by notice to the Company, or the
Holders of at least 25% in principal  amount of the  Securities by notice to the
Company and the  Trustee,  may declare the  principal  of and accrued but unpaid
interest on all the  Securities to be due and payable.  Upon such a declaration,
such principal and interest shall be due and payable immediately. If an Event of
Default  specified in Section 6.01(7) or (8) with respect to the Company occurs,
the principal of and interest on all the Securities  shall IPSO FACTO become and
be immediately  due and payable without any declaration or other act on the part
of the Trustee or any  Securityholders.  The Holders of a majority in  principal
amount of the  Securities  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  have been cured or waived  except
nonpayment  of  principal  or  interest  that has become  due solely  because of
acceleration.  No such rescission shall affect any subsequent  Default or impair
any right consequent thereto.


<PAGE>
                                                                              80


                  SECTION 6.03 OTHER REMEDIES. If an Event of Default occurs and
is  continuing,  the  Trustee  may pursue any  available  remedy to collect  the
payment  of  principal  of or  interest  on the  Securities  or to  enforce  the
performance of any provision of the Securities or this Indenture.

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

                  SECTION  6.04  WAIVER  OF  PAST  DEFAULTS.  The  Holders  of a
majority  in  principal  amount of the  Securities  by notice to the Trustee may
waive an  existing  Default  and its  consequences  except  (a) a Default in the
payment of the principal of or interest on a Security (b) a Default arising from
the failure to redeem or purchase any Security  when  required  pursuant to this
Indenture  or (c) a Default in respect of a provision  that under  Section  9.02
cannot be amended without the consent of each  Securityholder  affected.  When a
Default is waived,  it is deemed  cured,  but no such waiver shall extend to any
subsequent or other Default or impair any consequent right.

                  SECTION 6.05 CONTROL BY MAJORITY. The Holders of a majority in
principal  amount of the  Securities  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. However, the Trustee may
refuse to follow any direction  that  conflicts  with law or this  Indenture or,
subject to Section 7.01,  that the Trustee  determines is unduly  prejudicial to
the rights of other  Securityholders  or would  involve  the Trustee in personal
liability;  PROVIDED, HOWEVER, that the Trustee may take any other action deemed
proper by the Trustee that is not  inconsistent  with such  direction.  Prior to
taking any action  hereunder,  the Trustee shall be entitled to  indemnification
satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action.

                  SECTION 6.06 LIMITATION ON SUITS.  Except to enforce the right
to receive  payment of  principal,  premium  (if any) or  interest  when due, no


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                                                                              81


Securityholder  may pursue  any remedy  with  respect to this  Indenture  or the
Securities unless:

                  (1) the Holder  gives to the Trustee  written  notice  stating
         that an Event of Default is continuing;

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

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

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

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

                  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   RIGHTS  OF  HOLDERS   TO   RECEIVE   PAYMENT.
Notwithstanding  any other provision of this Indenture,  the right of any Holder
to receive  payment of principal of and interest on the Securities  held by such
Holder, on or after the respective due dates expressed in the Securities,  or to
bring suit for the  enforcement of any such payment on or after such  respective
dates, shall not be impaired or affected without the consent of such Holder.

                  SECTION  6.08  COLLECTION  SUIT BY  TRUSTEE.  If an  Event  of
Default  specified  in Section  6.01(1) or (2)  occurs  and is  continuing,  the
Trustee may recover  judgment in its own name and as trustee of an express trust
against  the  Company for the whole  amount  then due and owing  (together  with
interest on any unpaid  interest to the extent lawful) and the amounts  provided
for in Section 7.07.

                  SECTION 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.  Subject to the
terms of the Intercreditor  Agreement, the Trustee may file such proofs of claim
and other  papers or documents as may be necessary or advisable in order to have


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                                                                              82


the  claims of the  Trustee  and the  Securityholders  allowed  in any  judicial
proceedings relative to the Company or any Subsidiary  Guarantor,  its creditors
or its property and,  unless  prohibited by law or applicable  regulations,  may
vote on behalf of the  Holders in any  election  of a trustee in  bankruptcy  or
other  Person  performing  similar  functions,  and any  Custodian  in any  such
judicial  proceeding is hereby authorized by each Holder to make payments to the
Trustee and, in the event that the Trustee  shall  consent to the making of such
payments  directly to the  Holders,  to pay to the Trustee any amount due it for
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Trustee, its agents and its counsel, and any other amounts due the Trustee under
Section 7.07.

                  SECTION 6.10 PRIORITIES.  If the Trustee collects any money or
property  pursuant to this  Article 6, it shall pay out the money or property in
the following order:


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


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


                  THIRD:  to the Company.

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

                  SECTION  6.11  UNDERTAKING  FOR  COSTS.  In any  suit  for the
enforcement  of any right or remedy under this  Indenture or in any suit against
the  Trustee for any action  taken or omitted by it as  Trustee,  a court in its
discretion  may  require  the  filing  by any party  litigant  in the suit of an
undertaking  to pay the costs of the suit,  and the court in its  discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party


<PAGE>
                                                                              83


litigant  in the suit,  having  due  regard to the  merits and good faith of the
claims or defenses made by the party litigant.  This Section does not apply to a
suit by the  Trustee,  a suit by a Holder  pursuant to Section 6.07 or a suit by
Holders of more than 10% in principal amount of the Securities.

                  SECTION 6.12 WAIVER OF STAY OR EXTENSION LAWS. The Company (to
the extent it may lawfully do so) shall not at any time insist  upon,  or plead,
or in any manner  whatsoever claim or take the benefit or advantage of, any stay
or extension law wherever enacted,  now or at any time hereafter in force, which
may affect the covenants or the performance of this  Indenture;  and the Company
(to the extent that it may lawfully do so) hereby  expressly  waives all benefit
or  advantage  of any such  law,  and  shall not  hinder,  delay or  impede  the
execution  of any power  herein  granted to the  Trustee,  but shall  suffer and
permit the execution of every such power as though no such law had been enacted.

                                    ARTICLE 7

                                     Trustee

                  SECTION 7.01 DUTIES OF TRUSTEE. (a) If an Event of Default has
occurred and is  continuing,  the Trustee  shall  exercise the rights and powers
vested  in it by this  Indenture  and use the same  degree  of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs.

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

                  (1) the  Trustee  undertakes  to perform  such duties and only
         such  duties as are  specifically  set forth in this  Indenture  and no
         implied  covenants  or  obligations  shall be read into this  Indenture
         against the Trustee; and

                  (2) in the  absence of bad faith on its part,  the Trustee may
         conclusively   rely,  as  to  the  truth  of  the  statements  and  the
         correctness of the opinions  expressed  therein,  upon  certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and


<PAGE>
                                                                              84


         opinions to determine  whether or not they conform to the  requirements
         of this Indenture.

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

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

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

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

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

                  (e) The Trustee  shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

                  (f) Money held in trust by the Trustee need not be  segregated
from other funds except to the extent required by law.

                  (g) No provision of this  Indenture  shall require the Trustee
to expend or risk its own funds or otherwise  incur  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 to believe that repayment
of such  funds or  adequate  indemnity  against  such risk or  liability  is not
reasonably assured to it.

                  (h) Every provision of this Indenture  relating to the conduct
or affecting  the  liability of or affording  protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.


<PAGE>
                                                                              85


                  SECTION  7.02 RIGHTS OF  TRUSTEE.  (a) The Trustee may rely on
any  document  believed by it to be genuine and to have been signed or presented
by the proper person. The Trustee need not investigate any fact or matter stated
in the document.

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

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

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith  which it believes  to be  authorized  or within its
rights  or  powers;  PROVIDED,  HOWEVER,  that the  Trustee's  conduct  does not
constitute wilful misconduct or negligence.

                  (e) The Trustee may consult  with  counsel,  and the advice or
opinion of counsel with respect to legal matters  relating to this Indenture and
the Securities  shall be full and complete  authorization  and  protection  from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

                  SECTION 7.03 INDIVIDUAL RIGHTS OF TRUSTEE.  The Trustee in its
individual  or any other  capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its  Affiliates  with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar,  co-registrar
or co-paying agent may do the same with like rights.  However,  the Trustee must
comply with Sections 7.10 and 7.11.

                  SECTION 7.04  TRUSTEE'S  DISCLAIMER.  The Trustee shall not be
responsible  for and makes no  representation  as to the validity or adequacy of
this Indenture or the Securities,  it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement  of  the  Company  in  the  Indenture  or in any  document  issued  in


<PAGE>
                                                                              86


connection  with the sale of the Securities or in the Securities  other than the
Trustee's certificate of authentication.

                  SECTION  7.05 NOTICE OF DEFAULTS.  If a Default  occurs and is
continuing  and if it is known to the  Trustee,  the Trustee  shall mail to each
Securityholder  notice of the Default within 90 days after it occurs.  Except in
the case of a Default in payment of  principal  of or interest  on any  Security
(including  payments  pursuant to the  mandatory  redemption  provisions of such
Security,  if any),  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 interests of Securityholders.

                  SECTION  7.06  REPORTS BY TRUSTEE TO  HOLDERS.  As promptly as
reasonably  practicable  after each June 15 beginning with the June 15 following
the date of this  Indenture,  and in any event  prior to August 15 in each year,
the Trustee shall mail to each Securityholder a brief report dated as of June 15
that  complies with TIA ss.  313(a).  The Trustee also shall comply with TIA ss.
313(b).

                  A  copy  of  each  report  at  the  time  of  its  mailing  to
Securityholders  shall be filed with the SEC and each stock exchange (if any) on
which the  Securities  are listed.  The Company  agrees to notify  promptly  the
Trustee  whenever the Securities  become listed on any stock exchange and of any
delisting thereof.

                  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  or made by it,
including costs of collection, in addition to the compensation for its services.
Such  expenses   shall  include  the  reasonable   compensation   and  expenses,
disbursements  and advances of the Trustee's  agents,  counsel,  accountants and
experts.  The Company  shall  indemnify  the  Trustee  against any and all loss,
liability or expense  (including  attorneys'  fees) incurred by it in connection
with  the  administration  of this  trust  and  the  performance  of its  duties
hereunder.  The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not


<PAGE>
                                                                              87


relieve the Company of its obligations  hereunder.  The Company shall defend the
claim and the Trustee may have  separate  counsel and the Company  shall pay the
fees and expenses of such counsel. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee's own wilful misconduct, negligence or bad faith.

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

                  The  Company's  payment  obligations  pursuant to this Section
shall survive the discharge of this Indenture.  When the Trustee incurs expenses
after the  occurrence  of a Default  specified  in  Section  6.01(7) or (8) with
respect to the Company,  the expenses  are  intended to  constitute  expenses of
administration under the Bankruptcy Law.

                  SECTION 7.08 REPLACEMENT OF TRUSTEE. The Trustee may resign at
any time 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. The Company shall remove the Trustee if:

                  (1) the Trustee fails to comply with Section 7.10;

                  (2) the Trustee is adjudged bankrupt or insolvent;

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

                  (4) the Trustee otherwise becomes incapable of acting.

                  If the  Trustee  resigns,  is removed by the Company or by the
Holders of a majority in principal  amount of the Securities and such Holders do
not reasonably  promptly appoint a successor Trustee,  or if a vacancy exists in
the office of Trustee for any reason (the  Trustee in such event being  referred
to herein  as the  retiring  Trustee),  the  Company  shall  promptly  appoint a
successor Trustee.


<PAGE>
                                                                              88


                  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 Securityholders.  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.

                  If a successor  Trustee  does not take  office  within 60 days
after the retiring  Trustee resigns or is removed,  the retiring  Trustee or the
Holders of 10% in principal  amount of the  Securities may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

                  If  the  Trustee  fails  to  comply  with  Section  7.10,  any
Securityholder may petition any court of competent  jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

                  Notwithstanding  the  replacement  of the Trustee  pursuant to
this Section,  the Company's  obligations  under Section 7.07 shall continue for
the benefit of the retiring Trustee.

                  SECTION  7.09  SUCCESSOR  TRUSTEE  BY MERGER.  If the  Trustee
consolidates  with,  merges or converts into, or transfers all or  substantially
all its corporate  trust business or assets to,  another  corporation or banking
association,  the  resulting,  surviving or transferee  corporation  without any
further act shall be the successor Trustee.

                  In case at the time such  successor or  successors  by merger,
conversion or  consolidation  to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities  shall have been  authenticated  but not
delivered,  any such  successor  to the  Trustee  may adopt the  certificate  of
authentication  of any  predecessor  trustee,  and deliver  such  Securities  so
authenticated;  and in case at that  time any of the  Securities  shall not have
been  authenticated,   any  successor  to  the  Trustee  may  authenticate  such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the


<PAGE>
                                                                              89


full force which it is anywhere in the Securities or in this Indenture  provided
that the certificate of the Trustee shall have.

                  SECTION 7.10 ELIGIBILITY;  DISQUALIFICATION. The Trustee shall
at all times satisfy the requirements of TIA ss. 310(a).  The Trustee shall have
a combined capital and surplus of at least  $50,000,000 as set forth in its most
recent published  annual report of condition.  The Trustee shall comply with TIA
ss. 310(b);  PROVIDED,  HOWEVER, that there shall be excluded from the operation
of TIA ss. 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company are
outstanding  if the  requirements  for  such  exclusion  set  forth  in TIA  ss.
310(b)(1) are met.

                  SECTION  7.11   PREFERENTIAL   COLLECTION  OF  CLAIMS  AGAINST
COMPANY.  The Trustee shall comply with TIA ss.  311(a),  excluding any creditor
relationship  listed in TIA ss.  311(b).  A  Trustee  who has  resigned  or been
removed shall be subject to TIA ss. 311(a) to the extent indicated.

                                   ARTICLE 8

                       Discharge of Indenture; Defeasance

                  SECTION 8.01 DISCHARGE OF LIABILITY ON SECURITIES; DEFEASANCE.
(a) When (1) the Company  delivers to the  Trustee  all  outstanding  Securities
(other than Securities  replaced  pursuant to Section 2.07) for  cancellation or
(2) all outstanding Securities have become due and payable,  whether at maturity
or on a  redemption  date as a result of the  mailing of a notice of  redemption
pursuant  to  Article 3 hereof and the  Company  irrevocably  deposits  with the
Trustee funds  sufficient to pay at maturity or upon  redemption all outstanding
Securities,  including  interest  thereon to  maturity or such  redemption  date
(other than Securities replaced pursuant to Section 2.07), and if in either case
the Company  pays all other sums payable  hereunder  by the  Company,  then this
Indenture shall, subject to Section 8.01(c),  cease to be of further effect. The
Trustee shall acknowledge satisfaction and discharge of this Indenture on demand
of the Company accompanied by an Officers' Certificate and an Opinion of Counsel
and at the cost and expense of the Company.


<PAGE>
                                                                              90


                  (b) Subject to Sections  8.01(c) and 8.02,  the Company at any
time  may  terminate  (1) all its  obligations  under  the  Securities  and this
Indenture  ("legal  defeasance  option") or (2) its  obligations  under Sections
4.02,  4.03,  4.04,  4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14,
4.15 and  4.17(b)  and the  operation  of Sections  6.01(4),  6.01(6),  6.01(7),
6.01(8),  6.01(9),  6.01(10) and 6.01(11) (but, in the case of Sections  6.01(7)
and  (8),  with  respect  only  to  Significant   Subsidiaries   and  Subsidiary
Guarantors)  and the  limitations  contained in Sections  5.01(a)(3)  ("covenant
defeasance  option").  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,  payment
of the  Securities  may not be  accelerated  because of an Event of Default with
respect  thereto.  If the Company  exercises  its  covenant  defeasance  option,
payment of the Securities may not be accelerated  because of an Event of Default
specified in Sections 6.01(4),  6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10) and
6.01(11)  (but,  in the case of Sections  6.01(7) and (8),  with respect only to
Significant Subsidiaries and Subsidiary Guarantors) or because of the failure of
the Company to comply with  Section  5.01(a)(3).  If the Company  exercises  its
legal  defeasance  option or its covenant  defeasance  option,  each  Subsidiary
Guarantor,  if any, shall be released from all its  obligations  with respect to
its Subsidiary Guarantee and the Security Documents.

                  Upon  satisfaction of the conditions set forth herein and upon
request of the Company,  the Trustee shall  acknowledge in writing the discharge
of those obligations that the Company terminates.

                  (c)  Notwithstanding  clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in
this  Article  8 shall  survive  until  the  Securities  have been paid in full.
Thereafter,  the Company's  obligations  in Sections  7.07,  8.04 and 8.05 shall
survive.


<PAGE>
                                                                              91


                  SECTION  8.02  CONDITIONS  TO  DEFEASANCE.   The  Company  may
exercise its legal defeasance option or its covenant defeasance option only if:

                  (1) the Company irrevocably deposits in trust with the Trustee
         money or U.S.  Government  Obligations  for the payment of principal of
         and interest on the Securities to maturity or  redemption,  as the case
         may be;

                  (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 and
         without reinvestment on the deposited U.S. Government  Obligations 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 to maturity or  redemption,  as the case
         may be;

                  (3) 123 days pass  after the  deposit  is made and  during the
         123-day  period no Default  specified  in Sections  6.01(7) or (8) with
         respect to the Company  occurs  which is  continuing  at the end of the
         period;

                  (4) the deposit does not  constitute a default under any other
         agreement binding on the Company;

                  (5) the Company  delivers to the Trustee an Opinion of Counsel
         to the  effect  that the  trust  resulting  from the  deposit  does not
         constitute,  or is qualified as, a regulated  investment  company under
         the Investment Company Act of 1940;

                  (6) in the case of the legal  defeasance  option,  the Company
         shall have delivered to the Trustee an Opinion of Counsel  stating that
         (A) the Company has received  from, or there has been published by, the
         Internal  Revenue  Service  a  ruling,  or (B)  since  the date of this
         Indenture there has been a change in the applicable  Federal income tax
         law, in either case to the effect that,  and based thereon such Opinion
         of Counsel shall confirm that, the  Securityholders  will not recognize
         income,  gain or loss for  Federal  income tax  purposes as a result of
         such  defeasance  and will be subject to Federal income tax on the same


<PAGE>
                                                                              92


         amounts,  in the same  manner  and at the same times as would have been
         the case if such defeasance had not occurred;

                  (7) in the case of the covenant defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the  Securityholders  will not recognize income,  gain or loss for
         Federal income tax purposes as a result of such covenant defeasance and
         will be subject to Federal income tax on the same amounts,  in the same
         manner  and at the  same  times  as  would  have  been the case if such
         covenant defeasance had not occurred; and

                  (8)  the  Company   delivers  to  the  Trustee  an   Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent  to  the  defeasance  and  discharge  of  the  Securities  as
         contemplated by this Article 8 have been complied with.

                  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.

                  SECTION 8.03  APPLICATION  OF TRUST MONEY.  The Trustee  shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
this  Article  8. It shall  apply the  deposited  money and the money  from U.S.
Government  Obligations  through the Paying  Agent and in  accordance  with this
Indenture to the payment of principal of and interest on the Securities.

                  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.

                  Subject to any applicable  abandoned property law, the Trustee
and the Paying  Agent  shall pay to the Company  upon  request any money held by
them for the payment of principal or interest  that  remains  unclaimed  for two
years, and, thereafter,  Securityholders  entitled to the money must look to the
Company for payment as general creditors.

                  SECTION 8.05 INDEMNITY FOR GOVERNMENT OBLIGATIONS. The Company
shall pay and shall  indemnify the Trustee  against any tax, fee or other charge


<PAGE>
                                                                              93


imposed on or assessed  against  deposited  U.S.  Government  Obligations or the
principal and interest received on such U.S. Government Obligations.

                  SECTION 8.06 REINSTATEMENT.  If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article  8 by  reason  of any  legal  proceeding  or by  reason  of any order or
judgment  of any  court or  governmental  authority  enjoining,  restraining  or
otherwise  prohibiting such  application,  the Company's  obligations under this
Indenture  and the  Securities  shall be  revived  and  reinstated  as though no
deposit had  occurred  pursuant to this Article 8 until such time as the Trustee
or  Paying  Agent is  permitted  to  apply  all  such  money or U.S.  Government
Obligations in accordance with this Article 8; PROVIDED,  HOWEVER,  that, if the
Company  has made any  payment of interest  on or  principal  of any  Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.


                                   ARTICLE 9

                                   Amendments

                  SECTION 9.01  WITHOUT  CONSENT OF HOLDERS.  The  Company,  the
Subsidiary  Guarantors  and the Trustee may amend this  Indenture,  the Security
Documents,  the Intercreditor  Agreement or the Securities  without notice to or
consent of any Securityholder:

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

                  (2) to comply with Article 5;

                  (3) to provide for uncertificated Securities in addition to or
         in  place  of  certificated  Securities;  PROVIDED,  HOWEVER,  that the
         uncertificated Securities are issued in registered form for purposes of
         Section 163(f) of the Code or in a manner such that the  uncertificated
         Securities are described in Section 163(f)(2)(B) of the Code;


<PAGE>
                                                                              94


                  (4)  to  add  Guarantees   with  respect  to  the  Securities,
         including any Subsidiary Guarantees, or to secure the Securities;

                  (5) to add to the  covenants of the Company or any  Subsidiary
         Guarantor  for the benefit of the Holders or to surrender  any right or
         power herein conferred upon the Company or any Subsidiary Guarantor;

                  (6) to comply with any  requirements  of the SEC in connection
         with qualifying,  or maintaining the  qualification  of, this Indenture
         under the TIA;

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

                  (8) to make any amendment to the  provisions of this Indenture
         relating  to  the  form,  authentication,  transfer  and  legending  of
         Securities;  PROVIDED, HOWEVER, that (a) compliance with this Indenture
         as so  amended  would not result in  Securities  being  transferred  in
         violation of the Securities Act or any other applicable  securities law
         and (b) such amendment does not materially affect the rights of Holders
         to transfer Securities.

                  In addition, notwithstanding Section 9.02, without the consent
of any Holder, any amendment, waiver or consent agreed to by the Credit Agent or
the holders of First Lien Obligations under any provision of any of the security
documents granting the first-priority Lien on any Collateral to secure the First
Lien Obligations  will  automatically  apply to the comparable  provision of the
comparable  Security  Document  entered into in connection  with the Securities,
PROVIDED  that, if any such  amendment,  waiver or consent  could  reasonably be
expected  to be adverse to the  Holders or the  interest  of the  Holders in the
Collateral,  such  amendment,  waiver or consent will not be  applicable  to the
Security  Documents  entered into in connection  with the Securities as provided
above unless First Lien Obligations (including commitments in respect thereof to
the extent that such  commitments  are subject only to reasonable  and customary
funding  conditions  and are then  available to be funded at the election of the
Company) of no less than $40.0 million  secured by the  first-priority  Liens on
the  Collateral are then  outstanding.  Notwithstanding  the foregoing,  no such


<PAGE>
                                                                              95


amendment,  waiver or consent may have the effect of releasing  any  Collateral,
except to the extent described in Section 11.03.

                  After an amendment under this Section becomes  effective,  the
Company  shall  mail  to   Securityholders  a  notice  briefly  describing  such
amendment. The failure to give such notice to all Securityholders, or any defect
therein,  shall not impair or affect the  validity  of an  amendment  under this
Section.

                  SECTION  9.02  WITH  CONSENT  OF  HOLDERS.  The  Company,  the
Subsidiary  Guarantors  and the Trustee may amend this  Indenture,  the Security
Documents,  the Securities or the Intercreditor  Agreement without notice to any
Securityholder  but  with  the  written  consent  of the  Holders  of at least a
majority in  principal  amount of the  Securities  then  outstanding  (including
consents  obtained  in  connection  with a  tender  offer  or  exchange  for the
Securities).  However,  without  the  consent  of each  Securityholder  affected
thereby, an amendment or waiver may not:

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

                  (2)  reduce  the rate of or  extend  the time for  payment  of
         interest on any Security;

                  (3) reduce the  principal of or change the Stated  Maturity of
         any Security;

                  (4) reduce  the  amount  payable  upon the  redemption  of any
         Security  or change  the time at which  any  Security  may be  redeemed
         pursuant to Article 3 hereto or paragraph 5 of the Securities;

                  (5) make any Security  payable in money other than that stated
         in the Security;

                  (6)  impair  the right of any  Holder to  receive  payment  of
         principal of and interest on such  Holder's  Securities on or after the
         due dates  therefor or to  institute  suit for the  enforcement  of any
         payment on or with respect to such Holder's Securities;

                  (7)  make  any  changes  in the  ranking  or  priority  of any
         Security that would adversely affect the Securityholders;


<PAGE>
                                                                              96


                  (8) make any  change  in  Section  6.04 or 6.07 or the  second
         sentence of this Section;

                  (9) make any change in, or  release  other than in  accordance
         with this  Indenture,  any Subsidiary  Guarantee  that would  adversely
         affect the Securityholders; or

                  (10)  make  any   change  in  any   Security   Document,   the
         Intercreditor Agreement or the provisions in the Indenture dealing with
         Security  Documents,  the Collateral or the  application of proceeds of
         the  Collateral  that would  adversely  affect the Holders,  including,
         except  as  otherwise  explicitly  set  forth  in this  Indenture,  the
         Security Documents or the Intercreditor  Agreement,  any release of any
         Collateral from the Lien of the Indenture and the Security Documents.

                  It shall not be necessary for the consent of the Holders under
this Section to approve the particular  form of any proposed  amendment,  but it
shall be sufficient if such consent approves the substance thereof.

                  After an amendment under this Section becomes  effective,  the
Company  shall  mail  to   Securityholders  a  notice  briefly  describing  such
amendment. The failure to give such notice to all Securityholders, or any defect
therein,  shall not impair or affect the  validity  of an  amendment  under this
Section.

                  SECTION  9.03  COMPLIANCE  WITH  TRUST  INDENTURE  ACT.  Every
amendment to this Indenture or the Securities  shall comply with the TIA as then
in effect.

                  SECTION 9.04 REVOCATION AND EFFECT OF CONSENTS AND WAIVERS.  A
consent to an  amendment  or a waiver by a Holder of a  Security  shall bind the
Holder and every  subsequent  Holder of that Security or portion of the Security
that  evidences  the same  debt as the  consenting  Holder's  Security,  even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security  or portion  of the  Security  if the  Trustee  receives  the notice of
revocation before the date the amendment or waiver becomes  effective.  After an
amendment or waiver becomes effective,  it shall bind every  Securityholder.  An


<PAGE>
                                                                              97


amendment or waiver  becomes  effective  upon the execution of such amendment or
waiver by the Trustee.

                  The Company may,  but shall not be obligated  to, fix a record
date for the purpose of determining the  Securityholders  entitled to give their
consent or take any other action  described above or required or permitted to be
taken   pursuant  to  this   Indenture.   If  a  record  date  is  fixed,   then
notwithstanding  the  immediately  preceding  paragraph,  those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those  Persons,  shall be entitled to give such consent or to revoke any consent
previously  given or to take  any  such  action,  whether  or not  such  Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

                  SECTION  9.05  NOTATION ON OR EXCHANGE  OF  SECURITIES.  If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee.  The Trustee may place an appropriate
notation  on the  Security  regarding  the  changed  terms and  return it to the
Holder. Alternatively,  if the Company or the Trustee so determines, the Company
in exchange for the Security  shall issue and the Trustee shall  authenticate  a
new Security that reflects the changed  terms.  Failure to make the  appropriate
notation  or to issue a new  Security  shall not  affect  the  validity  of such
amendment.

                  SECTION 9.06  TRUSTEE TO SIGN  AMENDMENTS.  The Trustee  shall
sign any amendment  authorized  pursuant to this Article 9 if the amendment does
not  adversely  affect the rights,  duties,  liabilities  or  immunities  of the
Trustee.  If it does,  the  Trustee  may but need not sign it. In  signing  such
amendment  the  Trustee  shall  be  entitled  to  receive  indemnity  reasonably
satisfactory to it and to receive,  and (subject to Section 7.01) shall be fully
protected in relying  upon, an Officers'  Certificate  and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture.

                  SECTION 9.07 PAYMENT FOR CONSENT.  Neither the Company nor any
Affiliate of the Company shall, directly or indirectly,  pay or cause to be paid
any consideration,  whether by way of interest, fee or otherwise,  to any Holder
for or as an inducement to any consent,  waiver or amendment of any of the terms
or provisions of this Indenture or the Securities  unless such  consideration is


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                                                                              98


offered to be paid to all Holders  that so  consent,  waive or agree to amend in
the time frame set forth in  solicitation  documents  relating to such  consent,
waiver or agreement.

                                   ARTICLE 10

                              Subsidiary Guarantees

                  SECTION 10.01  GUARANTEES.  Each Subsidiary  Guarantor  hereby
unconditionally  and  irrevocably  guarantees,  jointly and  severally,  to each
Holder  and to the  Trustee  and its  successors  and  assigns  (a) the full and
punctual  payment of  principal  of and  interest  on the  Securities  when due,
whether at maturity, by acceleration,  by redemption or otherwise, and all other
monetary  obligations of the Company under this Indenture and the Securities and
(b) the full and punctual  performance  within  applicable  grace periods of all
other  obligations of the Company under this  Indenture and the Securities  (all
the   foregoing   being   hereinafter   collectively   called  the   "Guaranteed
Obligations").  Each  Subsidiary  Guarantor  further  agrees that the Guaranteed
Obligations may be extended or renewed,  in whole or in part,  without notice or
further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor
will remain bound under this Article 10 notwithstanding any extension or renewal
of any Guaranteed Obligation.

                  Each Subsidiary  Guarantor waives  presentation to, demand of,
payment from and protest to the Company of any of the Guaranteed Obligations and
also waives notice of protest for nonpayment.  Each Subsidiary  Guarantor waives
notice of any default under the  Securities or the Guaranteed  Obligations.  The
obligations of each Subsidiary  Guarantor hereunder shall not be affected by (1)
the  failure  of any  Holder or the  Trustee to assert any claim or demand or to
enforce any right or remedy  against the Company or any other Person  (including
any  Subsidiary  Guarantor)  under this  Indenture,  the Securities or any other
agreement or  otherwise;  (2) any  extension or renewal of any thereof;  (3) any
rescission,  waiver, amendment or modification of any of the terms or provisions
of this Indenture, the Securities or any other agreement; (4) the release of any
security held by any Holder or the Trustee for the Guaranteed Obligations or any
of them;  (5) the failure of any Holder or the Trustee to exercise  any right or
remedy against any other guarantor of the Guaranteed Obligations;  or (6) except


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                                                                              99


as set forth in Section  10.06,  any change in the ownership of such  Subsidiary
Guarantor.

                  Each Subsidiary  Guarantor  further agrees that its Subsidiary
Guarantee herein constitutes a guarantee of payment,  performance and compliance
when due (and not a  guarantee  of  collection)  and waives any right to require
that any resort be had by any Holder or the  Trustee  to any  security  held for
payment of the Guaranteed Obligations.

                  Except as expressly set forth in Sections  8.01(b),  10.02 and
10.06,  the  obligations of each  Subsidiary  Guarantor  hereunder  shall not be
subject to any reduction, limitation,  impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject  to any  defense of  setoff,  counterclaim,  recoupment  or
termination   whatsoever  or  by  reason  of  the   invalidity,   illegality  or
unenforceability  of the Guaranteed  Obligations or otherwise.  Without limiting
the generality of the foregoing,  the obligations of each  Subsidiary  Guarantor
herein shall not be discharged or impaired or otherwise  affected by the failure
of any Holder or the  Trustee  to assert  any claim or demand or to enforce  any
remedy under this Indenture, the Securities, the Security Documents or any other
agreement, by any waiver or modification of any thereof, by any default, failure
or delay, willful or otherwise, in the performance of the obligations, or by any
other act or thing or  omission  or delay to do any other act or thing which may
or might  in any  manner  or to any  extent  vary  the  risk of such  Subsidiary
Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor
as a matter of law or equity.

                  Each  Subsidiary  Guarantor  further agrees that its Guarantee
herein shall continue to be effective or be  reinstated,  as the case may be, if
at any time  payment,  or any part  thereof,  of principal of or interest on any
Guaranteed  Obligation is rescinded or must  otherwise be restored by any Holder
or  the  Trustee  upon  the  bankruptcy  or  reorganization  of the  Company  or
otherwise.

                  In  furtherance  of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity  against any
Subsidiary  Guarantor by virtue  hereof,  upon the failure of the Company to pay
the principal of or interest on any Guaranteed  Obligation  when and as the same


<PAGE>
                                                                             100


shall  become due,  whether at  maturity,  by  acceleration,  by  redemption  or
otherwise,  or to perform or comply with any other Guaranteed  Obligation,  each
Subsidiary  Guarantor  hereby  promises  to and shall,  upon  receipt of written
demand by the  Trustee,  forthwith  pay,  or cause to be paid,  in cash,  to the
Holders or the  Trustee an amount  equal to the sum of (A) the unpaid  amount of
such Guaranteed Obligations,  (B) accrued and unpaid interest on such Guaranteed
Obligations  (but only to the  extent not  prohibited  by law) and (C) all other
monetary Guaranteed Obligations of the Company to the Holders and the Trustee.

                  Each Subsidiary  Guarantor  agrees that, as between it, on the
one hand,  and the Holders and the Trustee,  on the other hand, (i) the maturity
of the Guaranteed Obligations hereby may be accelerated as provided in Article 6
for the purposes of such Subsidiary  Guarantor's  Subsidiary  Guarantee  herein,
notwithstanding  any  stay,  injunction  or other  prohibition  preventing  such
acceleration in respect of the Guaranteed  Obligations  guaranteed  hereby,  and
(ii)  in the  event  of any  declaration  of  acceleration  of  such  Guaranteed
Obligations as provided in Article 6, such  Guaranteed  Obligations  (whether or
not due and payable) shall  forthwith  become due and payable by such Subsidiary
Guarantor for the purposes of this Section.

                  Each Subsidiary Guarantor also agrees to pay any and all costs
and expenses (including  reasonable  attorneys' fees) incurred by the Trustee or
any Holder in enforcing any rights under this Section.

                  SECTION 10.02  LIMITATION ON LIABILITY.  Any term or provision
of this Indenture to the contrary notwithstanding,  the maximum aggregate amount
of the Guaranteed  Obligations  guaranteed hereunder by any Subsidiary Guarantor
shall not  exceed  the  maximum  amount  that can be hereby  guaranteed  without
rendering this Indenture,  as it relates to such Subsidiary Guarantor,  voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.

                  SECTION 10.03 SUCCESSORS AND ASSIGNS. This Article 10 shall be
binding upon each Subsidiary  Guarantor and its successors and assigns and shall
inure to the  benefit  of the  successors  and  assigns of the  Trustee  and the
Holders and, in the event of any transfer or  assignment of rights by any Holder
or the  Trustee,  the rights and  privileges  conferred  upon that party in this


<PAGE>
                                                                             101


Indenture and in the Securities shall  automatically  extend to and be vested in
such  transferee  or assignee,  all subject to the terms and  conditions of this
Indenture.

                  SECTION 10.04 NO WAIVER.  Neither a failure nor a delay on the
part of either the  Trustee or the  Holders in  exercising  any right,  power or
privilege under this Article 10 shall operate as a waiver  thereof,  nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege.  The rights, remedies and benefits of the Trustee and
the Holders herein  expressly  specified are cumulative and not exclusive of any
other rights,  remedies or benefits  which either may have under this Article 10
at law, in equity, by statute or otherwise.

                  SECTION  10.05  MODIFICATION.  No  modification,  amendment or
waiver of any  provision of this Article 10, nor the consent to any departure by
any Subsidiary Guarantor  therefrom,  shall in any event be effective unless the
same shall be in  writing  and signed by the  Trustee,  and then such  waiver or
consent shall be effective only in the specific instance and for the purpose for
which  given.  No notice to or demand on any  Subsidiary  Guarantor  in any case
shall entitle such Subsidiary Guarantor to any other or further notice or demand
in the same, similar or other circumstances.

                  SECTION 10.06 RELEASE OF  SUBSIDIARY  GUARANTOR.  A Subsidiary
Guarantor  will be released  from its  obligations  under this Article 10 (other
than any obligation that may have arisen under Section 10.07):

                  (1) upon the sale (including any sale pursuant to any exercise
         of  remedies  by a holder of  Indebtedness  of the  Company  or of such
         Subsidiary  Guarantor)  or  other  disposition  (including  by  way  of
         consolidation or merger) of a Subsidiary Guarantor;

                  (2) upon the sale or disposition of all or  substantially  all
         the assets of such Subsidiary Guarantor;

                  (3) upon the  designation of such  Subsidiary  Guarantor as an
         Unrestricted  Subsidiary in accordance with the terms of this Indenture
         unless  any  of  the  Collateral  is  then  owned  by  such  Subsidiary
         Guarantor;


<PAGE>
                                                                             102


                  (4) at such time as such  Subsidiary  Guarantor  does not have
         any Obligations  outstanding that required such Subsidiary Guarantor to
         enter into a  Guarantee  Agreement  pursuant  to clause (ii) of Section
         4.13, and the Company provides an Officer's  Certificate to the Trustee
         certifying  that no such  Indebtedness  is  outstanding  and  that  the
         Company elects to have such Subsidiary Guarantor released; or

                  (5) upon  defeasance  of the  Securities  or discharge of this
         Indenture pursuant to Article 8;

PROVIDED,  HOWEVER, that in the case of clauses (1) and (2) above, (i) such sale
or other  disposition is made to a Person other than the Company or a Subsidiary
of the Company,  (ii) such sale or  disposition  is otherwise  permitted by this
Indenture and (iii) the Company provides an Officers' Certificate to the Trustee
to the effect that the Company will comply with its  obligations  under  Section
4.06.  At the request of the Company,  the Trustee  shall execute and deliver an
appropriate instrument evidencing such release.

                  SECTION 10.07  CONTRIBUTION.  Each  Subsidiary  Guarantor that
makes a payment under its Subsidiary Guarantee shall be entitled upon payment in
full of all Guaranteed  Obligations  under this Indenture to a contribution from
each other  Subsidiary  Guarantor  in an amount  equal to such other  Subsidiary
Guarantor's  PRO RATA portion of such payment based on the respective net assets
of all the  Subsidiary  Guarantors  at the time of such  payment  determined  in
accordance with GAAP.

                                   ARTICLE 11

                               Security Documents

                  SECTION 11.01 COLLATERAL AND SECURITY  DOCUMENTS.  The due and
punctual  payment  of  the  principal  of  and  interest  (including  Additional
Interest,  if any) on the  Securities  when  and as the  same  shall  be due and
payable,  whether on an interest  payment  date, at maturity,  by  acceleration,
repurchase,  redemption or otherwise,  and interest on the overdue  principal of
and interest  (including  Additional  Interest,  if any) on the  Securities  and
performance of all other Security  Obligations of the Company and the Subsidiary
Guarantors to the  Securityholders,  the Trustee or the  Collateral  Agent under
this  Indenture,  the  Securities and the Security  Documents,  according to the
terms  hereunder  or  thereunder,  are  secured  as  provided  in  the  Security
Documents,  which  define  the  terms of the  Liens  that  secure  the  Security
Obligations,  subject to the terms of the Intercreditor  Agreement.  The Trustee
and the Company hereby  acknowledge and agree that the Trustee or the Collateral


<PAGE>
                                                                             103


Agent,  as the case may be, holds the Collateral in trust for the benefit of the
Trustee and the  Holders,  in each case  pursuant  to the terms of the  Security
Documents.  Each  Holder,  by  accepting a Security,  consents and agrees to the
terms  of  the  Security  Documents  (including  the  provisions  providing  for
foreclosure  and release of Collateral) and the  Intercreditor  Agreement as the
same may be in effect or may be  amended  from time to time in  accordance  with
their terms and this Indenture,  and authorizes and directs the Collateral Agent
to enter into the Security  Documents  and the  Intercreditor  Agreement  and to
perform  its  obligations  and  exercise  its rights  thereunder  in  accordance
therewith;  PROVIDED,  HOWEVER,  that if any of the  provisions  of the Security
Documents  limit,  qualify or conflict with the duties imposed by the provisions
of the TIA, the TIA shall control.  The Company shall deliver to the Trustee (if
it is not itself then the Collateral Agent) copies of all documents delivered to
the Collateral Agent pursuant to the Security Documents, and will do or cause to
be done all such acts and things as may be required by the next sentence of this
Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the
security  interest  in the  Collateral  contemplated  hereby,  by  the  Security
Documents or any part thereof, as from time to time constituted, so as to render
the same  available  for the security and benefit of this  Indenture  and of the
Securities  secured  hereby,   according  to  the  intent  and  purposes  herein
expressed. The Company shall take, and shall cause its Subsidiaries to take, any
and all actions  reasonably  required to cause the Security  Documents to create
and maintain,  as security for the Security  Obligations  of the Company and the
Subsidiary  Guarantors  hereunder,  a valid and  enforceable  perfected Lien and
security  interest in and on all of the Collateral  (subject to the terms of the
Intercreditor  Agreement),  in favor of the Collateral  Agent for the benefit of
the  Trustee  and the  Holders,  second  in  priority  to any  and all  security
interests  at any time  granted  in the  Collateral  to secure  the  First  Lien
Obligations.


<PAGE>
                                                                             104


                  SECTION 11.02 RECORDINGS AND OPINIONS. (a) The Company and the
Subsidiary  Guarantors shall furnish to the Collateral Agent and the Trustee (if
the Trustee is not then the Collateral  Agent) on or before June 15 in each year
beginning  with June 15,  2004,  an Opinion  of  Counsel  dated as of such date,
either:

                  (1) to the effect that, in the opinion of such  counsel,  such
         action  has been taken with  respect to the  recordings,  registerings,
         filings,   re-recordings,   re-registerings   and  re-filings  of  this
         Indenture,   the  Security  Documents  and  all  financing  statements,
         continuation statements or other instruments of further assurance as is
         necessary  to maintain  and perfect the Lien of this  Indenture  or any
         Security  Documents in the  Collateral and reciting with respect to the
         security  interests  in such  Collateral  the details of such action or
         referencing  to prior  Opinions  of Counsel in which such  details  are
         given,  and stating  that all  financing  statements  and  continuation
         statements  have been  executed and filed that are  necessary  fully to
         preserve  and  protect  the  rights  of the  Holders  and  the  Trustee
         hereunder and under the Security  Documents  with respect to such Lien;
         or

                  (2) to the effect  that,  in the opinion of such  counsel,  no
         such action is necessary to maintain and perfect such Lien.

                  (b) The Company will  otherwise  comply with the provisions of
TIA ss. 314(b) and (d).

                  SECTION   11.03   RELEASE  OF   COLLATERAL.   (a)  Subject  to
subsections  (b) and (c) of this Section 11.03,  Collateral may be released from
the Lien and security interest created by the Security  Documents at any time or
from time to time in accordance  with the provisions of the Security  Documents,
the  Intercreditor  Agreement  or as  provided  hereby.  Upon the request of the
Company  pursuant to an Officer's  Certificate  certifying  that all  conditions
precedent  hereunder  have been met, the Company and the  Subsidiary  Guarantors
will be entitled  to a release of assets  included  in the  Collateral  from the
Liens securing the Securities,  and the Collateral Agent and the Trustee (if the
Trustee is not then the Collateral Agent) shall release the same from such Liens
at the  Company's  sole cost and  expense,  under  one or more of the  following
circumstances:


<PAGE>
                                                                             105

                  (1) if all  other  Liens on that  asset  securing  First  Lien
         Obligations  (including  all  commitments   thereunder)  are  released;
         PROVIDED  that  after  giving   effect  to  the  release,   First  Lien
         Obligations  (including  commitments  in respect  thereof to the extent
         that such  commitments  are subject only to  reasonable  and  customary
         funding  conditions and are then available to be funded at the election
         of  the  Company)  of  no  less  than  $40.0  million  secured  by  the
         first-priority Liens on the remaining Collateral remain outstanding;

                  (2) to enable the Company or any Subsidiary Guarantor to sell,
         exchange or otherwise  dispose of any of the Collateral as permitted or
         not prohibited under Section 4.06;

                  (3) if the  Company  provides  substitute  collateral  with at
         least an  equivalent  fair value,  as  determined  in good faith by the
         Board of Directors;

                  (4)  if any  Subsidiary  that  is a  Subsidiary  Guarantor  is
         released  from  its  Subsidiary   Guarantee  in  accordance  with  this
         Indenture, that Subsidiary's assets will also be released; or

                  (5)  pursuant to an  amendment  or waiver in  accordance  with
         Article 9 of this Indenture.

                  Upon receipt of such Officers'  Certificate  and any necessary
or proper  instruments of termination,  satisfaction or release  prepared by the
Company,  the  Collateral  Agent  shall  execute,  deliver or  acknowledge  such
instruments or releases to evidence the release of any  Collateral  permitted to
be released pursuant to this Indenture or the Security Documents.

                  (b)  Except  as  otherwise   provided  in  the   Intercreditor
Agreement,  no Collateral  may be released  from the Lien and security  interest
created by the Security Documents unless the Officers'  Certificate  required by
this  Section  11.03,  dated  not  more  than 30 days  prior  to the date of the
application for such release, has been delivered to the Collateral Agent and the
Trustee (if the Trustee is not then the Collateral Agent).


<PAGE>
                                                                             106


                  (c) At any  time  when a  Default  or  Event  of  Default  has
occurred  and is  continuing  and  the  maturity  of  the  Securities  has  been
accelerated  (whether by  declaration or otherwise) and the Trustee (if not then
the Collateral  Agent) has delivered a notice of  acceleration to the Collateral
Agent, no release of Collateral  pursuant to the provisions of this Indenture or
the Security  Documents  will be  effective  as against the  Holders,  except as
otherwise provided in the Intercreditor Agreement.

                  SECTION  11.04  PERMITTED  RELEASES NOT TO IMPAIR LIEN;  TRUST
INDENTURE ACT REQUIREMENTS.  The release of any Collateral from the terms hereof
and of the Security  Documents or the release of, in whole or in part, the Liens
created by the Security Documents,  will not be deemed to impair the Lien on the
Collateral in  contravention  of the provisions  hereof if and to the extent the
Collateral or Liens are released pursuant to the applicable  Security  Documents
and  pursuant  to the terms of this  Article  11.  The  Trustee  and each of the
Holders  acknowledge  that  a  release  of  Collateral  or a  Lien  strictly  in
accordance with the terms of the Security  Documents and of this Article 11 will
not be deemed for any purpose to be an impairment of the Lien on the  Collateral
in contravention of the terms of this Indenture.  To the extent applicable,  the
Company and each obligor on the Securities shall cause TIA ss. 313(b),  relating
to  reports,  and TIA  ss.  314(d),  relating  to the  release  of  property  or
securities  from the Lien hereof and of the Security  Documents,  to be complied
with. Any  certificate or opinion  required by ss. 314(d) of the TIA may be made
by an  officer  of the  Company,  except in cases  which  ss.  314(d) of the TIA
requires  that such  certificate  or opinion be made by an  independent  person,
which  person  shall be an  independent  engineer,  appraiser  or  other  expert
selected or approved by the Trustee and the Collateral  Agent in the exercise of
reasonable care.

                  SECTION 11.05  CERTIFICATES OF THE TRUSTEE.  In the event that
the Company wishes to release  Collateral in accordance  with this Indenture and
the  Security  Documents  at a time  when the  Trustee  is not  itself  also the
Collateral  Agent and the Company has delivered the  certificates  and documents
required by the Security  Documents and Section  11.03 hereof,  the Trustee will
determine whether it has received all  documentation  required by TIA ss. 314(d)
in connection with such release and, based on such determination, will deliver a


<PAGE>
                                                                             107


certificate to the Collateral Agent setting forth such determination.

                  SECTION 11.06 SUITS TO PROTECT THE COLLATERAL.  Subject to the
provisions of Article 7 hereof and the Intercreditor  Agreement,  the Trustee in
its sole  discretion  and without the consent of the  Holders,  on behalf of the
Holders,  may or may direct the  Collateral  Agent to take all  actions it deems
necessary or appropriate in order to:

                  (a) enforce any of the terms of the Security Documents; and

                  (b) collect and receive any and all amounts payable in respect
         of the Security Obligations of the Company hereunder.

                  Subject to the  provisions  of the Security  Documents and the
Intercreditor  Agreement,  the  Trustee  shall  have power to  institute  and to
maintain  such suits and  proceedings  as it may deem  expedient  to prevent any
impairment  of the  Collateral by any acts which may be unlawful or in violation
of  any of the  Security  Documents  or  this  Indenture,  and  such  suits  and
proceedings  as the  Trustee,  in its sole  discretion,  may deem  expedient  to
preserve  or protect  its  interests  and the  interests  of the  Holders in the
Collateral  (including  power to institute and maintain  suits or proceedings to
restrain  the  enforcement  of or  compliance  with  any  legislative  or  other
governmental enactment,  rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or order
would impair the Lien on the  Collateral or be  prejudicial  to the interests of
the Holders or the Trustee).

                  SECTION 11.07 AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE
UNDER THE SECURITY  DOCUMENTS.  Subject to the  provisions of the  Intercreditor
Agreement, the Trustee is authorized to receive any funds for the benefit of the
Holders  distributed  under  the  Security   Documents,   and  to  make  further
distributions  of such funds to the Holders  according to the provisions of this
Indenture.

                  SECTION  11.08  PURCHASER  PROTECTED.  In no event  shall  any
purchaser  in good faith of any property  purported to be released  hereunder be
bound to  ascertain  the  authority  of the  Collateral  Agent or the Trustee to
execute  the  release  or to inquire as to the  satisfaction  of any  conditions


<PAGE>
                                                                             108


required by the  provisions  hereof for the exercise of such authority or to see
to the  application  of any  consideration  given  by such  purchaser  or  other
transferee;  nor shall any  purchaser  or other  transferee  of any  property or
rights  permitted  by this  Article  11 to be sold be under  any  obligation  to
ascertain  or  inquire  into the  authority  of the  Company  or the  applicable
Subsidiary Guarantor to make any such sale or other transfer.

                  SECTION 11.09 POWERS  EXERCISABLE  BY RECEIVER OR TRUSTEE.  In
case the  Collateral  shall  be in the  possession  of a  receiver  or  trustee,
lawfully appointed,  the powers conferred in this Article 11 upon the Company or
a Subsidiary Guarantor with respect to the release, sale or other disposition of
such  property may be exercised by such  receiver or trustee,  and an instrument
signed by such receiver or trustee shall be deemed the equivalent of any similar
instrument  of the  Company  or a  Subsidiary  Guarantor  or of any  officer  or
officers  thereof  required  by the  provisions  of this  Article 11; and if the
Trustee shall be in the possession of the Collateral under any provision of this
Indenture, then such powers may be exercised by the Trustee.

                  SECTION  11.10  RELEASE  UPON  TERMINATION  OF  THE  COMPANY'S
OBLIGATIONS.  In the event that the Company delivers to the Trustee, in form and
substance  acceptable to it, an Officers'  Certificate  certifying  that all the
obligations under this Indenture, the Securities and the Security Documents have
been  satisfied and discharged by complying with the provisions of Article 8 and
Section 7.07 or by the payment in full of the  Company's  obligations  under the
Securities,  this Indenture and the Security Documents, and all such obligations
have been so  satisfied,  the  Trustee  shall  deliver  to the  Company  and the
Collateral  Agent a notice  stating that the Trustee,  on behalf of the Holders,
disclaims and gives up any and all rights it has in or to the Collateral  (other
than with  respect to funds held by the Trustee  pursuant to Article 8), and any
rights it has under the Security  Documents,  and upon receipt by the Collateral
Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in
the Collateral on behalf of the Trustee.

                  SECTION 11.11 COLLATERAL AGENT.

                  (a) The Trustee shall  initially  act as Collateral  Agent and


<PAGE>
                                                                             109


shall be  authorized  to appoint  co-Collateral  Agents as necessary in its sole
discretion.  Except as otherwise  explicitly  provided herein or in the Security
Documents or the Intercreditor  Agreement,  neither the Collateral Agent nor any
of its respective officers,  directors,  employees or agents shall be liable for
failure to demand,  collect or  realize  upon any of the  Collateral  or for any
delay in doing so or shall be under any obligation to sell or otherwise  dispose
of any  Collateral  upon the  request  of any other  Person or to take any other
action  whatsoever  with  regard  to the  Collateral  or any part  thereof.  The
Collateral Agent shall be accountable only for amounts that it actually receives
as a result of the exercise of such powers, and neither the Collateral Agent nor
any of its officers, directors, employees or agents shall be responsible for any
act or failure to act hereunder,  except for its own willful  misconduct,  gross
negligence or bad faith.

                  (b) The  Trustee,  as  Collateral  Agent,  is  authorized  and
directed  to (i)  enter  into  the  Security  Documents,  (ii)  enter  into  the
Intercreditor Agreement, (iii) bind the Holders on the terms as set forth in the
Security Documents and the Intercreditor  Agreement and (iv) perform and observe
its obligations under the Security Documents and the Intercreditor Agreement.

                  (c) If the Company (i) Incurs  First Lien  Obligations  at any
time  when  no  intercreditor  agreement  is in  effect  or  at  any  time  when
Indebtedness  constituting First Lien Obligations  entitled to the benefit of an
existing  Intercreditor  Agreement is concurrently retired, and (ii) delivers to
the  Collateral  Agent an Officers'  Certificate  so stating and  requesting the
Collateral  Agent  to  enter  into an  Intercreditor  Agreement  in  favor  of a
designated  agent or  representative  for the  holders  of the  Indebtedness  so
incurred,  the Collateral Agent shall (and is hereby authorized and directed to)
enter into such Intercreditor Agreement, bind the Holders on the terms set forth
therein, and perform and observe its obligations thereunder.

                  SECTION  11.12  DESIGNATIONS.  Except as  provided in the next
sentence, for purposes of the provisions hereof and the Intercreditor  Agreement
requiring  the Company to  designate  Indebtedness  for the purposes of the term
"First Lien Indebtedness" or any other such designations  hereunder or under the
Intercreditor  Agreement,  any  such  designation  shall  be  sufficient  if the
relevant designation is set forth in writing, signed on behalf of the Company by


<PAGE>
                                                                             110


an Officer and  delivered to the Trustee,  the  Collateral  Agent and the Credit
Agent.  For all purposes  hereof and the  Intercreditor  Agreement,  the Company
hereby designates the Obligations  pursuant to the Credit Agreement as in effect
on the Issue Date as "First Lien Indebtedness."

                                   ARTICLE 12

                           Application of Trust Moneys

                  SECTION  12.01  "TRUST  MONEYS"  DEFINED.  All  cash  or  cash
equivalents  received  by the Trustee or the  Collateral  Agent on behalf of the
Trustee,  in  each  case,  consistent  with  and  not  in  contravention  of the
Intercreditor Agreement:

                  (1)  upon  the  release  of  Collateral  from the Lien of this
         Indenture and the Security Documents,  including all moneys received in
         respect of the principal of all purchase money,  governmental and other
         obligations;

                  (2) as  compensation  for, or proceeds of sale of, any part of
         the  Collateral  taken by  eminent  domain  or  purchased  by,  or sold
         pursuant to an order of, a governmental authority or otherwise disposed
         of; or

                  (3) as proceeds of insurance  upon any part of the  Collateral
         (other than any liability  insurance proceeds payable to the Trustee or
         the  Collateral  Agent for any loss,  liability or expense  incurred by
         it);

(all such moneys being herein sometimes called "Trust Moneys"), shall be held by
the  Trustee  (or the  Collateral  Agent as the  agent of the  Trustee)  for the
benefit of the Holders of Securities as a part of the Collateral,  shall be held
in United States dollars or U.S. dollar denominated  obligations,  and, upon any
entry upon or sale of the  Collateral or any part thereof  pursuant to Article 6
hereof or the Security  Documents,  in each case,  subject to the  Intercreditor
Agreement,  said Trust  Moneys  shall be applied,  subject to the  Intercreditor
Agreement,  in accordance  with Section 4.02 of the Collateral  Agreement;  but,
prior to any such  entry or sale,  all or any part of the  Trust  Moneys  may be
withdrawn,  and  shall  be  released,  paid or  applied  by the  Trustee  or the


<PAGE>
                                                                             111


Collateral  Agent,  as  appropriate,  from time to time as  provided in Sections
12.02 to 12.05,  inclusive,  and may be applied by the  Trustee as  provided  in
Section 12.07(b).

                  SECTION 12.02  RETIREMENT OF SECURITIES.  Subject to the terms
of  the  Intercreditor  Agreement,  the  Trustee  shall,  or  shall  direct,  as
appropriate,  the  Collateral  Agent to deliver to the Trustee  Trust Moneys to,
apply  Trust  Moneys from time to time to the  payment of the  principal  of and
interest on any  Securities,  at final maturity or to the redemption  thereof or
the  purchase  thereof  upon tender or in the open market or at private  sale or
upon any  exchange or in any one or more of such ways,  including  pursuant to a
redemption under Article 3 or a required  purchase  pursuant to Section 4.06, as
the Company shall request, upon receipt by the Trustee of the following:

                  (1) a  resolution  of the  Board of  Directors  directing  the
         application  pursuant to this  Section of a  specified  amount of Trust
         Moneys (denominated in U.S. dollars) and in case any such moneys are to
         be applied to payment, designating any Securities so to be paid and, in
         case  any  such  moneys  are  to be  applied  to  the  purchase  of any
         Securities,  prescribing the method of purchase, the price or prices to
         be paid  and the  maximum  principal  amount  of any  Securities  to be
         purchased and any other  provisions of this  Indenture  governing  such
         purchase;

                  (2)  additional  cash  (denominated  in U.S.  dollars)  to the
         extent  necessary to fund the entire payment amount or purchase  price,
         which cash shall be held by the Trustee in trust for such purpose;

                  (3) an  Officers'  Certificate,  dated not more than five days
         prior to the date of the relevant application, stating

                           (A) that no Default exists; and

                           (B)  that  all  conditions  precedent  and  covenants
                  herein  provided  for  relating to such  application  of Trust
                  Moneys have been complied with; and

                  (4) an Opinion of Counsel  stating that the  documents and the
         cash or cash  equivalents,  if any,  which  have been or are  therewith


<PAGE>
                                                                             112


         delivered to and deposited with the Trustee conform to the requirements
         of this Indenture and that all conditions precedent herein provided for
         relating to such application of Trust Moneys have been complied with.

                  Upon compliance with the foregoing provisions of this Section,
the Trustee  shall  apply  Trust  Moneys  available  therefor  as  directed  and
specified by such resolution,  up to, but not exceeding, the principal amount of
the Securities to be so paid, redeemed or purchased.

                  A  resolution  of  the  Board  of  Directors  expressed  to be
irrevocable  directing the application of Trust Moneys under this Section to the
payment of the principal of particular Securities shall for all purposes of this
Indenture be deemed the  equivalent  of the deposit of money with the Trustee in
trust for such  purpose.  Such  Trust  Moneys  and any cash  deposited  with the
Trustee  pursuant to subsection (2) of this Section shall not, after  compliance
with the  foregoing  provisions  of this  Section,  be  deemed to be part of the
Collateral or Trust Moneys.

                  SECTION   12.03   WITHDRAWALS   OF   INSURANCE   PROCEEDS  AND
CONDEMNATION  AWARDS.  (a) To the extent that any Trust Moneys consist of either
(i) the proceeds of insurance  upon any part of the Collateral or (ii) any award
for or the proceeds from any of the  Collateral  being taken by eminent  domain,
expropriation or other similar governmental taking or a requisition for title or
sold pursuant to the exercise by any  governmental  authority of any right which
it may then have to purchase,  or to designate a purchaser or to order a sale of
any part of the Collateral, such Trust Moneys may be withdrawn by the Company or
the  applicable  Subsidiary  Guarantor  and shall be paid by the Trustee  upon a
request by the Company to the  Trustee by the proper  officer or officers of the
Company or the applicable  Subsidiary  Guarantor to reimburse the Company or the
applicable Subsidiary Guarantor for expenditures made, or to pay costs incurred,
by the Company or the  applicable  Subsidiary  Guarantor  to repair,  rebuild or
replace the property destroyed,  damaged or taken upon receipt by the Trustee of
the following:

                  (1) an Officers' Certificate dated not more than 30 days prior
         to the date of the  application  for the withdrawal and payment of such
         Trust Moneys, setting forth:


<PAGE>
                                                                             113


                           (A)  that  expenditures  have  been  made,  or  costs
                  incurred,   or  will  be  incurred   simultaneous   with  such
                  withdrawal of Trust Moneys,  by the Company or the  applicable
                  Subsidiary  Guarantor in a specified amount for the purpose of
                  making certain  repairs,  rebuildings and  replacements of the
                  Collateral, which shall be briefly described;

                           (B)  that  no  part  of  such  expenditures,  in  any
                  previous  or then  pending  application,  has been or is being
                  made the basis for the withdrawal of any Trust Moneys pursuant
                  to this Section 12.03;

                           (C) that no part of such  expenditures  or costs  has
                  been paid out of either the  proceeds  of  insurance  upon any
                  part of the  Collateral not required to be paid to the Trustee
                  or the Collateral  Agent, as  appropriate,  under the Security
                  Documents  or any  award for or the  proceeds  from any of the
                  Collateral  being taken not required to be paid to the Trustee
                  or the Collateral  Agent, as  appropriate,  under the Security
                  Documents, as the case may be;

                           (D) that  there  is no  outstanding  indebtedness  or
                  other obligation,  other than costs for which payment is being
                  requested,  known to the Company,  after due inquiry,  for the
                  purchase price or construction of such repairs, rebuildings or
                  replacements,  or for labor,  wages,  materials or supplies in
                  connection  with the making thereof,  which, if unpaid,  might
                  become  the  basis  of  a  vendor's,  mechanics',   laborer's,
                  materialmen's,  statutory  or other  similar  Lien upon any of
                  such repairs, rebuildings or replacement, which Lien might, in
                  the  opinion of the  signers of such  certificate,  materially
                  impair the security  afforded by such repairs,  rebuildings or
                  replacement; and

                           (E) that no Default  or Event of  Default  shall have
                  occurred and be continuing.

                  (b) To the extent applicable,  in connection with any withdraw
of Trust Moneys pursuant to Section 12.03(a), the Company and each obligor shall
cause ss. 314 of the TIA relating to the release of property or securities  from
the  Lien  hereof  and  of the  Security  Documents  to be  complied  with.  Any


<PAGE>
                                                                             114


certificate or opinion  required by ss. 314 of the TIA may be made by an officer
of the Company,  except in cases in which the TIA requires that such certificate
or opinion be made by an independent person.

                  (c) Upon  compliance  with the  foregoing  provisions  of this
Section,  the Trustee shall pay on Company  request an amount of Trust Moneys of
the character  aforesaid equal to the amount of the expenditures or costs stated
in the Officers' Certificate required by paragraph (A) of subsection (1) of this
Section 12.03.  Subject to the  Intercreditor  Agreement,  unless the Collateral
Agent  and  Trustee  shall  otherwise  agree,  all  insurance  relating  to  the
Collateral must name the Collateral Agent and Trustee as an insured, but without
liability  for  premiums,  calls or  assessments,  and all amounts of whatsoever
nature payable under any insurance (to the extent covering the Collateral)  must
be payable to the Collateral Agent and Trustee for distribution, first to itself
and thereafter to the Company or the relevant Subsidiary Guarantor,  as owner of
such  Collateral or others as their  interests may appear.  All amounts  payable
under  any  insurance  with  respect  to  Collateral  involving  any  damage  to
Collateral  not   constituting  an  actual  or  constructive  or  an  agreed  or
compromised total loss, the insurers may pay directly for the repair, salvage or
other charges involved or, if the Company or the relevant  Subsidiary  Guarantor
shall have first fully  repaired  the damage or paid all of the salvage or other
charges,   may  pay  the  Company  or  the  relevant  Subsidiary   Guarantor  as
reimbursement therefor;  PROVIDED,  HOWEVER, that if such amounts (including any
franchise  or  deductible)  are in excess of  $1,000,000,  the  insurers  shall,
subject to the  Intercreditor  Agreement,  make such  payment to the  Collateral
Agent and  Trustee.  Subject to the  Intercreditor  Agreement,  all  payments of
insurance in respect of Collateral shall be made to the Collateral Agent and the
Trustee if an Event of Default  shall have  occurred or any event which with the
giving of notice or the lapse of time,  or both,  would  constitute  an Event of
Default.

                  SECTION  12.04  POWERS  EXERCISABLE  NOTWITHSTANDING  EVENT OF
DEFAULT.  Subject to the  Intercreditor  Agreement,  in case an Event of Default
shall have occurred and shall be continuing, the Company, while in possession of
the Collateral (other than cash, cash equivalents, securities and other personal


<PAGE>
                                                                             115


property  held by, or  required to be  deposited  or pledged  with,  the Trustee
hereunder or under the Security Documents),  may do any of the things enumerated
in Sections 12.02 and 12.03 if the Trustee in its discretion,  or the Holders of
a majority in  aggregate  principal  amount of the  outstanding  Securities,  by
appropriate action of such Holders, shall consent to such action, in which event
any certificate filed under any of such Sections shall omit the statement to the
effect that no Event of Default has  occurred  and is  continuing.  This Section
12.04 shall not apply, however, during the continuance of an Event of Default of
the type specified in Section 6.01(1) or 6.01(2).

                  SECTION  12.05  POWERS  EXERCISABLE  BY TRUSTEE  OR  RECEIVER.
Subject to the Intercreditor  Agreement,  in case the Collateral (other than any
cash,  cash  equivalents,  securities  and other  personal  property held by, or
required to be deposited or pledged with,  the Trustee or the  Collateral  Agent
hereunder  or under the  Security  Documents)  shall be in the  possession  of a
receiver or trustee lawfully appointed,  the powers hereinbefore in this Article
12 conferred upon the Company and the Subsidiary  Guarantors with respect to the
withdrawal or  application  of Trust Moneys may be exercised by such receiver or
trustee, in which case a certificate signed by such receiver or trustee shall be
deemed the equivalent of any Officers'  Certificate required by this Article 12.
If the  Trustee or the  Collateral  Agent shall be in  possession  of any of the
Collateral  hereunder  or under  the  Security  Documents,  such  powers  may be
exercised by the Trustee or the Collateral  Agent,  as  applicable,  in its sole
discretion.

                  SECTION  12.06   DISPOSITION   OF  SECURITIES   RETIRED.   All
Securities  received  by the  Trustee and for whose  purchase  Trust  Moneys are
applied  under this  Article 12, if not  otherwise  canceled,  shall be promptly
canceled and destroyed by the Trustee.  Upon destruction of any Securities,  the
Trustee shall issue a certificate of destruction to the Company.

                  SECTION 12.07 INVESTMENT AND USE OF TRUST MONEYS.  (a) Subject
to the Intercreditor  Agreement, all or any part of any Trust Moneys held by the
Trustee  hereunder (except such as may be held for the account of any particular
Securities) or by the Collateral Agent on behalf of the Trustee, shall from time
to time at the  direction of the Company be invested or  reinvested in Temporary
Cash  Investments.  Unless a Default occurs and is  continuing,  any interest on


<PAGE>
                                                                             116


such Temporary Cash  Investments (in excess of any accrued  interest paid at the
time of purchase) which may be received by the Trustee or the Collateral  Agent,
as appropriate,  shall be paid periodically to the Company.  Such Temporary Cash
Investments shall be held by the Trustee as a part of the Collateral, subject to
the  same  provisions  hereof  as the  cash  used by it to  purchase  such  cash
equivalents.  The  Trustee  shall  not be  liable  or  responsible  for any loss
resulting  from such  investments  or sales  except  only for its own  negligent
action,  its own  negligent  failure  to act or its own  willful  misconduct  in
complying with this Section 12.07.

                  (b) If the Company or any Subsidiary  Guarantor  shall fail to
perform any of its covenants in this  Indenture or under any Security  Document,
the Trustee may (but shall not be required to), direct the Collateral  Agent to,
at any time and from time to time,  use, apply and advance any Trust Moneys held
by it under this Article 12 or make advances to effect  performance  of any such
covenant on behalf of the Company or such  Subsidiary  Guarantor as contemplated
by this Indenture or the Security Documents; PROVIDED, HOWEVER, that the Trustee
or the Collateral Agent, as appropriate,  shall not be required to make any such
advances from its own funds; provided FURTHER,  HOWEVER, that all moneys so used
or  advanced  by the  Trustee,  together  (in the case of funds  advanced by the
Trustee)  with interest at the rate borne by the  Securities  shall be repaid by
the Company or the applicable Subsidiary Guarantor upon demand and such advances
shall be secured  under the  Security  Documents  prior to the  Securities.  For
repayment of all such advances the Trustee shall have the right to use and apply
any Trust  Moneys at any time held by it under  Article  12,  but no such use of
Trust Moneys or advance shall relieve the Company or such  Subsidiary  Guarantor
from any Default.

                                   ARTICLE 13

                                  Miscellaneous

                  SECTION 13.01 TRUST  INDENTURE ACT CONTROLS.  If any provision
of this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this  Indenture by the TIA,  the  required  provision
shall control.


<PAGE>
                                                                             117


                  SECTION 13.02 NOTICES. Any notice or communication shall be in
writing and  delivered  in person or mailed by  first-class  mail  addressed  as
follows:

         if to the Company or any Subsidiary Guarantor:

                  Columbus McKinnon Corporation
                  140 John James Audubon Parkway
                  Amherst, New York 14228-1197
                  Attention:  Chief Financial Officer

         with a copy to:

                  Hodgson Russ LLP
                  One M&T Plaza, Suite 2000
                  Buffalo, New York 14203-2391
                  Attention:  Robert J. Olivieri, Esq.

         if to the Trustee:

                  U.S. Bank Trust National Association
                  100 Wall Street, Suite 1600
                  New York, New York 10005
                  Attention: Corporate Trust Administration

                  The Company, any Subsidiary Guarantor or the Trustee by notice
to the other may  designate  additional or different  addresses  for  subsequent
notices or communications.

                  Any notice or communication  mailed to a Securityholder  shall
be mailed to the Securityholder at the Securityholder's address as it appears on
the  registration  books of the Registrar and shall be sufficiently  given if so
mailed within the time prescribed.

                  Failure to mail a notice or  communication to a Securityholder
or any  defect in it shall not  affect  its  sufficiency  with  respect to other
Securityholders.  If a notice or  communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

                  SECTION  13.03  COMMUNICATION  BY HOLDERS WITH OTHER  HOLDERS.
Securityholders   may  communicate   pursuant  to  TIA  ss.  312(b)  with  other
Securityholders  with  respect  to their  rights  under  this  Indenture  or the
Securities.  The Company, any Subsidiary  Guarantor,  the Trustee, the Registrar


<PAGE>
                                                                             118


and anyone  else shall have the  protection  of TIA ss.  312(c).

                  SECTION  13.04   CERTIFICATE  AND  OPINION  AS  TO  CONDITIONS
PRECEDENT. Upon any request or application by the Company to the Trustee to take
or refrain  from  taking any action  under this  Indenture,  the  Company  shall
furnish to the Trustee:

                  (1) an Officers'  Certificate in form and substance reasonably
         satisfactory  to  the  Trustee  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  in form and  substance  reasonably
         satisfactory  to the  Trustee  stating  that,  in the  opinion  of such
         counsel, all such conditions precedent have been complied with.

                  SECTION 13.05  STATEMENTS  REQUIRED IN CERTIFICATE OR OPINION.
Each  certificate  or opinion  with  respect to  compliance  with a covenant  or
condition provided for in this Indenture shall include:

                  (1) a statement that the individual 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  individual,  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
         individual, such covenant or condition has been complied with.

                  SECTION  13.06 WHEN  SECURITIES  DISREGARDED.  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


<PAGE>
                                                                             119


or by any Person  directly or indirectly  controlling  or controlled by or under
direct or indirect  common  control with the Company  shall be  disregarded  and
deemed not to be  outstanding,  except  that,  for the  purpose  of  determining
whether the Trustee shall be protected in relying on any such direction,  waiver
or consent,  only  Securities  which the Trustee  knows are so owned shall be so
disregarded.  Also, subject to the foregoing, only Securities outstanding at the
time shall be considered in any such determination.

                  SECTION  13.07 RULES BY TRUSTEE,  PAYING AGENT AND  REGISTRAR.
The  Trustee  may  make  reasonable   rules  for  action  by  or  a  meeting  of
Securityholders.  The Registrar and the Paying Agent may make  reasonable  rules
for their functions.

                  SECTION  13.08 LEGAL  HOLIDAYS.  If a payment  date is a Legal
Holiday,  payment shall be made on the next  succeeding  day that is not a Legal
Holiday,  and no interest shall accrue for the intervening  period. If a regular
record date is a Legal Holiday, the record date shall not be affected.

                  SECTION 13.09 GOVERNING LAW. This Indenture and the Securities
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 13.10 NO RECOURSE AGAINST OTHERS. A director, officer,
employee or  stockholder,  as such, of the Company or any  Subsidiary  Guarantor
shall  not have any  liability  for any  obligations  of the  Company  under the
Securities  or  this  Indenture  or  of  such  Subsidiary  Guarantor  under  its
Subsidiary Guarantee,  the Security Documents or this Indenture or for any claim
based on, in respect of or by reason of such  obligations or their creation.  By
accepting  a  Security,  each  Securityholder  shall  waive and release all such
liability.  The waiver and release  shall be part of the  consideration  for the
issue of the Securities.

                  SECTION  13.11  SUCCESSORS.  All  agreements of the Company in
this Indenture and the Securities  shall bind its successors.  All agreements of
the Trustee in this Indenture shall bind its successors.

                  SECTION  13.12  MULTIPLE  ORIGINALS.  The parties may sign any
number of copies of this Indenture.  Each signed copy shall be an original,  but


<PAGE>
                                                                             120


all of them together represent the same agreement.  One signed copy is enough to
prove this Indenture.

                  SECTION  13.13  TABLE  OF  CONTENTS;  HEADINGS.  The  table of
contents,  cross-reference  sheet and  headings of the  Articles and Sections of
this  Indenture have been inserted for  convenience  of reference  only, are not
intended to be  considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.






































<PAGE>
                                                                             121


                  IN WITNESS WHEREOF,  the parties have caused this Indenture to
be duly executed as of the date first written above.

                                     COLUMBUS MCKINNON CORPORATION,

                                     By  /s/ Robert L. Montgomery, Jr.
                                         -----------------------------------
                                     Name: Robert L. Montgomery, Jr.
                                     Title: Executive Vice President and
                                              Chief Financial Officer


                                      AUDUBON EUROPE S.AR.L.,

                                      By  /s/ Robert L. Montgomery, Jr.
                                         -----------------------------------
                                      Name: Robert L. Montgomery, Jr.
                                      Title: Manager - A Category


                                      AUDUBON WEST, INC.,

                                      By  /s/ Robert L. Montgomery, Jr.
                                          ----------------------------------
                                      Name: Robert L. Montgomery, Jr.
                                      Title: Vice President and Treasurer


                                      CRANE EQUIPMENT & service, inc.,

                                      By  /s/ Robert L. Montgomery, Jr.
                                          ----------------------------------
                                      Name: Robert L. Montgomery, Jr.
                                      Title: Vice President and Treasurer


                                      YALE INDUSTRIAL PRODUCTS, INC.,

                                      By  /s/ Robert L. Montgomery, Jr.
                                          ----------------------------------
                                      Name: Robert L. Montgomery, Jr.
                                      Title: Vice President and Treasurer




<PAGE>
                                                                             122

                                       U.S. BANK   TRUST   NATIONAL
                                       ASSOCIATION,

                                       By  /s/ Cheryl L. Clarke
                                          ----------------------------------
                                       Name: Cheryl L. Clarke
                                       Title: Trust Officer








































<PAGE>


                                                                       EXHIBIT 1

                      [FORM OF SUPPLEMENTAL INDENTURE TO BE
                 DELIVERED BY ADDITIONAL SUBSIDIARY GUARANTORS]


                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),  dated
as of [ ] among [ ] (the "Additional Subsidiary  Guarantor"),  a [ ] corporation
and a subsidiary of Columbus  McKinnon  Corporation,  a New York corporation (or
its permitted successor) (the "Company"),  the other Subsidiary  Guarantors (the
"Existing Subsidiary  Guarantors") and U.S. Bank Trust National  Association,  a
[?], as Trustee under the Indenture (the "Trustee").


                              W I T N E S S E T H :

                  WHEREAS,  the  Company  and  the  Subsidiary  Guarantors  have
heretofore executed and delivered to the Trustee an Indenture (the "Indenture"),
dated as of July 22,  2003,  providing  for the  issuance of 10% Senior  Secured
Notes due 2010 (the "Securities");

                  WHEREAS,  [Section  4.13]/[Section  5.01(b)] of the  Indenture
provides that under certain  circumstances the Company will cause the Additional
Subsidiary Guarantor to execute and deliver to the Trustee a Guarantee Agreement
pursuant to which the Additional  Subsidiary Guarantor will Guarantee payment of
the Securities on the same terms and conditions as those set forth in Article 10
of the Indenture; and

                  WHEREAS,  pursuant to Section  9.01(4) of the  Indenture,  the
Trustee,  the Company and the Existing  Subsidiary  Guarantors are authorized to
execute and deliver this Supplemental Indenture.

                  NOW THEREFORE,  in consideration of the foregoing and for good
and valuable  consideration,  the receipt of which is hereby  acknowledged,  the
Company, the Additional Subsidiary Guarantor, the Existing Subsidiary Guarantors
and the Trustee mutually covenant and agree for the equal and ratable benefit of
the Holders of the Securities as follows:

                  SECTION 1. CAPITALIZED  TERMS.  Capitalized  terms used herein
but not defined shall have the meanings assigned to them in the Indenture.







<PAGE>
                                                                               2


                  SECTION 2. GUARANTEES. [a] The Additional Subsidiary Guarantor
hereby agrees,  jointly and severally with all other Subsidiary  Guarantors,  to
guarantee the Issuers' obligations under the Securities on the terms and subject
to the  conditions  set forth in Article 10 of the  Indenture and to be bound by
all other applicable provisions of the Indenture (including Article 11).

                  [(b) If, in  connection  with any  payment  made under or with
respect to the Subsidiary Guarantee of the Additional Subsidiary Guarantor,  the
Additional Subsidiary Guarantor is required to withhold or deduct any amount for
or on account of any present or future tax, duty,  levy,  impost,  assessment or
other governmental charge (including  penalties,  interest and other liabilities
related  thereto)(hereinafter  "Taxes") imposed or levied by or on behalf of the
government  of [ ]1 or any  political  subdivision  or any  authority  or agency
therein or thereof  having  power to tax,  or within any other  jurisdiction  in
which the Additional  Subsidiary Guarantor is organized or is otherwise resident
for tax purposes or any jurisdiction from or through which payment is made (each
a "Relevant Taxing Jurisdiction"),  such Additional Subsidiary Guarantor will be
required  to  pay  such  additional  amounts  ("Additional  Amounts")  as may be
necessary  so that the net  amount  received  by Holders  (including  Additional
Amounts)  after such  withholding  or deduction will not be less than the amount
the Holders would have received if such Taxes had not been withheld or deducted;
PROVIDED,  HOWEVER, that no Additional Amounts will be payable with respect to a
payment  made to a Holder  which is  subject  to Taxes by  reason  of its  being
connected  with  the  Relevant  Taxing  Jurisdiction  (other  than  by the  mere
ownership  or holding of  Securities  outside [ ]2 or the receipt of payments in
respect of the Subsidiary Guarantee of the Additional Subsidiary Guarantor.

                  (c) Upon request,  the Additional  Subsidiary  Guarantor shall
provide the Trustee with official receipts or other  documentation  satisfactory


----------
1  Provide applicable jurisdiction of incorporation or organization.

2  Provide applicable jurisdiction of incorporation or organization.

<PAGE>
                                                                               3


to the  Trustee  evidencing  the  payment  of the Taxes  with  respect  to which
Additional Amounts are paid.]3

                  SECTION 3. RATIFICATION OF INDENTURE;  SUPPLEMENTAL INDENTURES
PART OF INDENTURE.  Except as expressly amended hereby,  the Indenture is in all
respects  ratified and confirmed and all the terms,  conditions  and  provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture  for all  purposes,  and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.

                  SECTION 4. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND  CONSTRUED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW
YORK.

                  SECTION 5. TRUSTEE MAKES NO REPRESENTATION.  The Trustee makes
no  representation  as to the  validity  or  sufficiency  of  this  Supplemental
Indenture.

                  SECTION 6.  COUNTERPARTS.  The  parties may sign any number of
copies of this  Supplemental  Indenture.  Each signed copy shall be an original,
but all of them together represent the same agreement.

                  SECTION 7. EFFECT OF HEADINGS. The Section headings herein are
for convenience only and shall not effect the construction of this  Supplemental
Indenture.




----------
3  Include if the Additional  Subsidiary Guarantor is  incorporated or organized
under the laws of a jurisdiction outside the United States of America.


<PAGE>
                                                                               4



                  IN WITNESS WHEREOF,  the parties have caused this Supplemental
Indenture to be duly executed as of the date first written above.


                                     COLUMBUS MCKINNON CORPORATION,

                                     By  /s/ Robert L. Montgomery, Jr.
                                         -----------------------------------
                                     Name: Robert L. Montgomery, Jr.
                                     Title: Executive Vice President and
                                              Chief Financial Officer


                                     [SUBSIDIARY GUARANTORS],

                                     By  /s/ Robert L. Montgomery, Jr.
                                         ----------------------------------
                                     Name: Robert L. Montgomery, Jr.
                                     Title: Vice President and Treasurer


                                     [ADDITIONAL SUBSIDIARY GUARANTOR],

                                     By  /s/ Robert L. Montgomery, Jr.
                                         -----------------------------------
                                     Name: Robert L. Montgomery, Jr.
                                     Title: Manager - A Category


                                     U.S. BANK TRUST NATIONAL
                                     ASSOCIATION,

                                     By  /s/ Cheryl L. Clarke
                                         ----------------------------------
                                     Name: Cheryl L. Clarke
                                     Title: Trust Officer





<PAGE>




                                                 Rule 144A/REGULATION S APPENDIX



                   PROVISIONS RELATING TO INITIAL SECURITIES,
               PRIVATE EXCHANGE SECURITIES AND EXCHANGE SECURITIES


         1. DEFINITIONS

         1.1  DEFINITIONS

         For the purposes of this  Appendix the  following  terms shall have the
meanings indicated below:

                  "Applicable Procedures" means, with respect to any transfer or
transaction  involving a Temporary  Regulation S Global  Security or  beneficial
interest  therein,  the  rules  and  procedures  of the  Depository  for  such a
Temporary  Regulation  S  Global  Security,  to the  extent  applicable  to such
transaction and as in effect from time to time.

                  "Definitive Security" means a certificated Initial Security or
Exchange  Security  or Private  Exchange  Security  bearing,  if  required,  the
appropriate restricted securities legend set forth in Section 2.3(e).

                  "Depository" means The Depository Trust Company,  its nominees
and their respective successors.

                  "Distribution   Compliance   Period",   with  respect  to  any
Securities,  means the period of 40 consecutive  days beginning on and including
the later of (i) the day on which such  Securities  are first offered to Persons
other than distributors (as defined in Regulation S under the Securities Act) in
reliance  on  Regulation  S and  (ii)  the  issue  date  with  respect  to  such
Securities.

                  "Exchange  Securities"  means (1) the 10% Senior Secured Notes
due 2010 issued  pursuant  to the  Indenture  in  connection  with a  Registered
Exchange Offer pursuant to a  Registration  Rights  Agreement and (2) Additional
Securities,  if any, issued pursuant to a registration  statement filed with the
SEC under the Securities Act.

                  "Initial  Purchasers"  means (1) with  respect to the  Initial
Securities  issued on the Issue Date,  Credit  Suisse First Boston LLC and Fleet
Securities, Inc. and (2) with respect to each issuance of Additional Securities,


<PAGE>
                                                                               2


the Persons  purchasing or  underwriting  such Additional  Securities  under the
related Purchase Agreement.

                  "Initial   Securities"   means  (1)   $115,000,000   aggregate
principal  amount of 10% Senior  Secured Notes due 2010 issued on the Issue Date
and (2) Additional  Securities,  if any, issued in a transaction exempt from the
registration requirements of the Securities Act.

                  "Private Exchange" means the offer by the Company, pursuant to
a Registration Rights Agreement,  to the Initial Purchasers to issue and deliver
to each such Initial  Purchaser,  in exchange for the Initial Securities held by
such  Initial  Purchaser  as part of the initial  distribution  of such  Initial
Securities, a like aggregate principal amount of Private Exchange Securities.

                  "Private  Exchange  Securities"  means any 10% Senior  Secured
Notes due 2010 issued in connection with a Private Exchange.

                  "Purchase  Agreement"  means (1) with  respect to the  Initial
Securities issued on the Issue Date, the Purchase Agreement dated July 15, 2003,
among the Company, the Subsidiary  Guarantors and the Initial Purchasers and (2)
with respect to each issuance of Additional  Securities,  the purchase agreement
or  underwriting  agreement  among the  Company and the  Persons  purchasing  or
underwriting such Additional Securities.

                  "QIB" means a  "qualified  institutional  buyer" as defined in
Rule 144A.

                  "Registered  Exchange  Offer"  means the offer by the Company,
pursuant  to a  Registration  Rights  Agreement,  to certain  Holders of Initial
Securities,  to issue and deliver to such  Holders,  in exchange for the Initial
Securities,  a like aggregate principal amount of Exchange Securities registered
under the Securities Act.

                  "Registration  Rights Agreement" means (1) with respect to the
Initial  Securities issued on the Issue Date, the Registration  Rights Agreement
dated July 15, 2003 among the Company, the Subsidiary Guarantors and the Initial
Purchasers and (2) with respect to each issuance of Additional Securities issued
in a transaction  exempt from the  registration  requirements  of the Securities
Act,  the  registration  rights  agreement,  if any,  among the  Company and the


<PAGE>
                                                                               3


Persons  purchasing  such  Additional  Securities  under  the  related  Purchase
Agreement.

                  "Rule 144A Securities"  means all Securities  offered and sold
to QIBs in reliance on Rule 144A.

                  "Securities Act" means the Securities Act of 1933.

                  "Securities  Custodian"  means the custodian with respect to a
Global  Security  (as  appointed by the  Depository),  or any  successor  Person
thereto, and shall initially be the Trustee.

                  "Shelf   Registration   Statement"   means  the   registration
statement issued by the Company in connection with the offer and sale of Initial
Securities or Private  Exchange  Securities  pursuant to a  Registration  Rights
Agreement.

                  "Transfer Restricted Securities" means Securities that bear or
are required to bear a legend relating to  restrictions on transfer  relating to
the Securities Act set forth in Section 2.3(e).

         1.2  OTHER DEFINITIONS

                                                                  DEFINED IN
                              TERM                                 SECTION:
                              ----                                 -------

         Agent Members                                              2.1(b)
         Global Security                                            2.1(a)
         Permanent Regulation S Global Security                     2.1(a)
         Regulation S                                               2.1(a)
         Rule 144A                                                  2.1(a)
         Rule 144A Global Security                                  2.1(a)
         Temporary Regulation S Global Security                     2.1(a)

2.       THE SECURITIES

         2.1 (a) FORM AND  DATING.  The Initial  Securities  will be offered and
sold by the Company  pursuant to a Purchase  Agreement.  The Initial  Securities
will be resold  initially  only to (i) QIBs in  reliance  on Rule 144A under the
Securities  Act ("Rule  144A") and (ii)  Persons  other  than U.S.  Persons  (as
defined in Regulation S) in reliance on  Regulation S under the  Securities  Act
("Regulation  S").  Initial  Securities may thereafter be transferred  to, among


<PAGE>
                                                                               4


others,  QIBs and  purchasers  in  reliance  on  Regulation  S,  subject  to the
restrictions on transfer set forth herein.  Initial Securities  initially resold
pursuant  to Rule  144A  shall be  issued  initially  in the form of one or more
permanent global Securities in definitive,  fully registered form (collectively,
the "Rule 144A  Global  Security"),  and  Initial  Securities  initially  resold
pursuant to  Regulation  S shall be issued  initially in the form of one or more
temporary  global  securities  in  fully  registered  form  (collectively,   the
"Temporary Regulation S Global Security"), in each case without interest coupons
and with the global securities legend and the applicable  restricted  securities
legend set forth in Exhibit 1 hereto,  which shall be deposited on behalf of the
purchasers of the Initial  Securities  represented  thereby with the  Securities
Custodian  and  registered  in the name of the  Depository  or a nominee  of the
Depository,  duly  executed by the Company and  authenticated  by the Trustee as
provided  in  this  Indenture.  Except  as set  forth  in this  Section  2.1(a),
beneficial  ownership  interests in the Temporary  Regulation S Global  Security
will not be  exchangeable  for  interests  in the Rule 144A Global  Security,  a
permanent  global security (the "Permanent  Regulation S Global  Security",  and
together  with the Temporary  Regulation S Global  Security,  the  "Regulation S
Global  Security")  or  any  other  Security  prior  to  the  expiration  of the
Distribution   Compliance   Period  and  then,   after  the  expiration  of  the
Distribution  Compliance  Period,  may be exchanged for interests in a Rule 144A
Global  Security  or the  Permanent  Regulation  S  Global  Security  only  upon
certification  in form  reasonably  satisfactory  to the Trustee that beneficial
ownership  interests in such  Temporary  Regulation S Global  Security are owned
either by non-U.S.  persons or U.S.  persons who purchased  such  interests in a
transaction  that  did  not  require  registration  under  the  Securities  Act.
Beneficial  interests  in  Temporary  Regulation  S  Global  Securities  may  be
exchanged  for  interests in Rule 144A Global  Securities  if (1) such  exchange
occurs in connection  with a transfer of Securities in compliance with Rule 144A
and (2) the transferor of the beneficial interest in the Temporary  Regulation S
Global  Security first delivers to the Trustee a written  certificate (in a form
satisfactory  to the Trustee) to the effect that the beneficial  interest in the
Temporary  Regulation S Global Security is being transferred to a Person (a) who
the  transferor  reasonably  believes to be a QIB,  (b)  purchasing  for its own
account or the account of a QIB in a  transaction  meeting the  requirements  of


<PAGE>
                                                                               5


Rule 144A,  and (c) in accordance  with all  applicable  securities  laws of the
States of the United States and other jurisdictions.

                  Beneficial  interests  in a Rule 144A Global  Security  may be
transferred  to a Person  who takes  delivery  in the form of an  interest  in a
Regulation S Global  Security,  whether  before or after the  expiration  of the
Distribution  Compliance  Period,  only if the transferor  first delivers to the
Trustee a written  certificate  (in the form  provided in the  Indenture) to the
effect that such  transfer is being made in  accordance  with Rule 903 or 904 of
Regulation S or Rule 144 (if applicable).

                  The Rule 144A Global  Security,  the  Temporary  Regulation  S
Global Security and the Permanent  Regulation S Global Security are collectively
referred to herein as "Global Securities". The aggregate principal amount of the
Global Securities may from time to time be increased or decreased by adjustments
made  on the  records  of the  Trustee  and the  Depository  or its  nominee  as
hereinafter provided.

                  (b)  BOOK-ENTRY  PROVISIONS.  This Section  2.1(b) shall apply
         only  to  a  Global  Security  deposited  with  or  on  behalf  of  the
         Depository.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(b),  authenticate and deliver initially one or more Global
Securities  that (a) shall be registered in the name of the  Depository for such
Global  Security or Global  Securities or the nominee of such Depository and (b)
shall be  delivered  by the  Trustee  to such  Depository  or  pursuant  to such
Depository's   instructions  or  held  by  the  Trustee  as  custodian  for  the
Depository.

                  Members  of,  or  participants  in,  the  Depository   ("Agent
Members")  shall have no rights under this  Indenture with respect to any Global
Security  held on  their  behalf  by the  Depository  or by the  Trustee  as the
custodian of the Depository or under such Global Security,  and the Company, the
Trustee and any agent of the  Company or the Trustee  shall be entitled to treat
the  Depository as the absolute  owner of such Global  Security for all purposes
whatsoever.  Notwithstanding  the  foregoing,  nothing  herein shall prevent the
Company,  the  Trustee or any agent of the  Company or the  Trustee  from giving
effect to any written certification,  proxy or other authorization  furnished by


<PAGE>
                                                                               6


the Depository or impair,  as between the Depository and its Agent Members,  the
operation of customary  practices of such  Depository  governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.

                  (c)  CERTIFICATED  SECURITIES.  Except  as  provided  in  this
         Section 2.1 or Section 2.3 or 2.4,  owners of  beneficial  interests in
         Global Securities shall not be entitled to receive physical delivery of
         Definitive Securities.

         2.2  AUTHENTICATION

                  The Trustee shall  authenticate and deliver:  (1) on the Issue
Date, an aggregate principal amount of $115,000,000 10% Senior Secured Notes Due
2010,  (2) any  Additional  Securities  for an  original  issue in an  aggregate
principal  amount  specified  in the written  order of the  Company  pursuant to
Section 2.02 of the  Indenture and (3) Exchange  Securities or Private  Exchange
Securities for issue only in a Registered  Exchange Offer or a Private Exchange,
respectively,  pursuant to a Registration Rights Agreement, for a like principal
amount of Initial  Securities,  in each case upon a written order of the Company
signed by two Officers or by an Officer and either an Assistant  Treasurer or an
Assistant  Secretary of the Company.  Such order shall specify the amount of the
Securities  to be  authenticated  and the date on which  the  original  issue of
Securities is to be authenticated and, in the case of any issuance of Additional
Securities  pursuant to Section 2.13 of the  Indenture,  shall certify that such
issuance is in compliance with Section 4.03 of the Indenture.

         2.3  TRANSFER AND EXCHANGE

                  (a)      TRANSFER AND EXCHANGE OF DEFINITIVE SECURITIES.  When
 Definitive Securities are presented to the Registrar with a request:

                  (x)      to  register   the   transfer   of  such   Definitive
                           Securities; or

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


<PAGE>
                                                                               7


the Registrar  shall  register the transfer or make the exchange as requested if
its reasonable  requirements  for such transaction are met;  PROVIDED,  HOWEVER,
that the Definitive Securities surrendered for transfer or exchange:

                  (i)  shall  be  duly  endorsed  or  accompanied  by a  written
         instrument of transfer in form  reasonably  satisfactory to the Company
         and the Registrar,  duly executed by the Holder thereof or its attorney
         duly authorized in writing; and

                  (ii) if such  Definitive  Securities  are  required  to bear a
         restricted  securities legend,  they are being transferred or exchanged
         pursuant to an effective  registration  statement  under the Securities
         Act,  pursuant to Section  2.3(b) or pursuant to clause (A), (B) or (C)
         below, and are accompanied by the following additional  information and
         documents, as applicable:

                           (A) if such Definitive Securities are being delivered
                  to the Registrar by a Holder for  registration  in the name of
                  such  Holder,  without  transfer,  a  certification  from such
                  Holder to that effect; or

                           (B)  if  such   Definitive   Securities   are   being
                  transferred to the Company, a certification to that effect; or

                           (C)  if  such   Definitive   Securities   are   being
                  transferred (x) pursuant to an exemption from  registration in
                  accordance with Rule 144A,  Regulation S or Rule 144 under the
                  Securities Act; or (y) in reliance upon another exemption from
                  the requirements of the Securities Act: (i) a certification to
                  that  effect  (in the form set  forth  on the  reverse  of the
                  Security)  and (ii) if the Company so requests,  an opinion of
                  counsel or other evidence reasonably  satisfactory to it as to
                  the compliance with the  restrictions  set forth in the legend
                  set forth in Section 2.3(e)(i).

                  (b)  RESTRICTIONS  ON TRANSFER OF A DEFINITIVE  SECURITY FOR A
BENEFICIAL  INTEREST IN A GLOBAL  SECURITY.  A  Definitive  Security  may not be
exchanged  for a  beneficial  interest  in a  Rule  144A  Global  Security  or a
Permanent   Regulation  S  Global  Security  except  upon  satisfaction  of  the
requirements  set forth  below.  Upon  receipt by the  Trustee  of a  Definitive


<PAGE>
                                                                               8


Security,  duly endorsed or accompanied by appropriate  instruments of transfer,
in form satisfactory to the Trustee, together with:

                  (i) certification, in the form set forth on the reverse of the
         Security, that such Definitive Security is either (A) being transferred
         to a QIB in accordance with Rule 144A or (B) is being transferred after
         expiration  of the  Distribution  Compliance  Period  by a  Person  who
         initially  purchased  such  Security in reliance on  Regulation  S to a
         buyer who elects to hold its interest in such Security in the form of a
         beneficial interest in the Permanent Regulation S Global Security; and

                  (ii) written instructions directing the Trustee to make, or to
         direct the Securities Custodian to make, an adjustment on its books and
         records with respect to such Rule 144A Global  Security (in the case of
         a transfer  pursuant to clause  (b)(i)(A))  or  Permanent  Regulation S
         Global  Security  (in  the  case  of  a  transfer  pursuant  to  clause
         (b)(i)(B)) to reflect an increase in the aggregate  principal amount of
         the  Securities  represented  by  the  Rule  144A  Global  Security  or
         Permanent   Regulation  S  Global   Security,   as   applicable,   such
         instructions to contain information regarding the Depository account to
         be credited with such increase,

then the Trustee shall cancel such Definitive  Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing  instructions and
procedures  existing  between the Depository and the Securities  Custodian,  the
aggregate  principal  amount of Securities  represented  by the Rule 144A Global
Security  or  Permanent  Regulation  S Global  Security,  as  applicable,  to be
increased by the aggregate  principal  amount of the  Definitive  Security to be
exchanged  and shall credit or cause to be credited to the account of the Person
specified in such  instructions  a  beneficial  interest in the Rule 144A Global
Security or Permanent Regulation S Global Security, as applicable,  equal to the
principal amount of the Definitive Security so canceled.  If no Rule 144A Global
Securities or Permanent Regulation S Global Securities, as applicable,  are then
outstanding,  the Company shall issue and the Trustee shall  authenticate,  upon
written  order of the  Company in the form of an  Officers'  Certificate  of the
Company,  a new Rule 144A  Global  Security  or  Permanent  Regulation  S Global
Security, as applicable, in the appropriate principal amount.


<PAGE>
                                                                               9


                  (c) TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.

                  (i)  The  transfer  and  exchange  of  Global   Securities  or
         beneficial  interests therein shall be effected through the Depository,
         in accordance with this Indenture (including applicable restrictions on
         transfer set forth herein, if any) and the procedures of the Depository
         therefor.  A transferor of a beneficial  interest in a Global  Security
         shall deliver to the Registrar a written order given in accordance with
         the  Depository's   procedures  containing  information  regarding  the
         participant  account of the Depository to be credited with a beneficial
         interest in the Global  Security.  The Registrar  shall,  in accordance
         with  such  instructions,  instruct  the  Depository  to  credit to the
         account of the  Person  specified  in such  instructions  a  beneficial
         interest in the Global  Security and to debit the account of the Person
         making the  transfer  the  beneficial  interest in the Global  Security
         being transferred.

                  (ii) If the  proposed  transfer is a transfer of a  beneficial
         interest  in one Global  Security to a  beneficial  interest in another
         Global  Security,  the Registrar shall reflect on its books and records
         the date and an increase in the principal amount of the Global Security
         to which such interest is being  transferred  in an amount equal to the
         principal  amount  of  the  interest  to be  so  transferred,  and  the
         Registrar  shall  reflect  on its  books  and  records  the  date and a
         corresponding  decrease in the principal  amount of the Global Security
         from which such interest is being transferred.

                  (iii)  Notwithstanding  any other  provisions of this Appendix
         (other than the provisions set forth in Section 2.4), a Global Security
         may not be transferred as a whole except by the Depository to a nominee
         of the  Depository or by a nominee of the  Depository to the Depository
         or another  nominee of the  Depository or by the Depository or any such
         nominee  to a  successor  Depository  or a  nominee  of such  successor
         Depository.

                  (iv) In the event  that a Global  Security  is  exchanged  for
         Definitive  Securities pursuant to Section 2.4 of this Appendix,  prior


<PAGE>
                                                                              10


         to the consummation of a Registered Exchange Offer or the effectiveness
         of a Shelf Registration Statement with respect to such Securities, such
         Securities may be exchanged only in accordance  with such procedures as
         are  substantially  consistent  with the provisions of this Section 2.3
         (including the  certification  requirements set forth on the reverse of
         the Securities  intended to ensure that such transfers comply with Rule
         144A, Regulation S or another applicable exemption under the Securities
         Act, as the case may be) and such other  procedures as may from time to
         time be adopted by the Company.

                  (d) RESTRICTIONS ON TRANSFER OF TEMPORARY  REGULATION S GLOBAL
SECURITIES.  During the Distribution  Compliance  Period,  beneficial  ownership
interests in Temporary  Regulation S Global Securities may only be sold, pledged
or transferred in accordance with the Applicable  Procedures and only (i) to the
Company,  (ii) in an offshore transaction in accordance with Regulation S (other
than a  transaction  resulting  in an  exchange  for an  interest in a Permanent
Regulation  S Global  Security),  (iii)  pursuant to an  effective  registration
statement  under  the  Securities  Act,  in each  case in  accordance  with  any
applicable securities laws of any State of the United States.

                  (e) LEGEND.

                  (i) Except as  permitted  by the  following  paragraphs  (ii),
         (iii)  and  (iv),  each  Security  certificate  evidencing  the  Global
         Securities  (and all  Securities  issued  in  exchange  therefor  or in
         substitution thereof), in the case of Securities offered otherwise than
         in reliance on Regulation S, shall bear a legend in  substantially  the
         following form:

                  THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY  ISSUED IN A
                  TRANSACTION  EXEMPT FROM REGISTRATION  UNDER THE UNITED STATES
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
                  THIS   SECURITY   MAY  NOT  BE  OFFERED,   SOLD  OR  OTHERWISE
                  TRANSFERRED  IN  THE  ABSENCE  OF  SUCH   REGISTRATION  OR  AN
                  APPLICABLE  EXEMPTION   THEREFROM.   EACH  PURCHASER  OF  THIS
                  SECURITY IS HEREBY  NOTIFIED  THAT THE SELLER OF THIS SECURITY
                  MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION
                  5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


<PAGE>
                                                                              11


                  THE  HOLDER OF THIS  SECURITY  AGREES  FOR THE  BENEFIT OF THE
                  COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED
                  OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE
                  UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY  BELIEVES
                  IS A  QUALIFIED  INSTITUTIONAL  BUYER (AS DEFINED IN RULE 144A
                  UNDER  THE  SECURITIES  ACT)  IN  A  TRANSACTION  MEETING  THE
                  REQUIREMENTS OF RULE 144A,  (III) OUTSIDE THE UNITED STATES IN
                  AN OFFSHORE  TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
                  SECURITIES  ACT, (IV) PURSUANT TO EXEMPTION FROM  REGISTRATION
                  UNDER THE  SECURITIES  ACT PROVIDED BY RULE 144 THEREUNDER (IF
                  AVAILABLE)  OR  (V)  PURSUANT  TO  AN  EFFECTIVE  REGISTRATION
                  STATEMENT  UNDER  THE  SECURITIES  ACT,  IN EACH OF CASES  (I)
                  THROUGH (V), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
                  OF ANY STATE OF THE UNITED  STATES,  AND (B) THE HOLDER  WILL,
                  AND  EACH  SUBSEQUENT   HOLDER  IS  REQUIRED  TO,  NOTIFY  ANY
                  PURCHASER OF THIS SECURITY FROM IT OF THE RESALE  RESTRICTIONS
                  REFERRED TO IN (A) ABOVE.

                  Each certificate  evidencing a Security offered in reliance on
         Regulation  S  shall,  in  lieu  of the  foregoing,  bear a  legend  in
         substantially the following form:

                  THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY  ISSUED IN A
                  TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S.
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
                  MAY NOT BE  TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE
                  ACCOUNT OR BENEFIT OF, ANY U.S.  PERSON EXCEPT  PURSUANT TO AN
                  AVAILABLE EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF THE
                  SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS
                  USED ABOVE HAVE THE  MEANINGS  GIVEN TO THEM IN  REGULATION  S
                  UNDER THE SECURITIES ACT.

                  Each  Definitive   Security  shall  also  bear  the  following
         additional legend:

                  IN CONNECTION  WITH ANY  TRANSFER,  THE HOLDER WILL DELIVER TO
                  THE REGISTRAR AND TRANSFER AGENT SUCH  CERTIFICATES  AND OTHER


<PAGE>
                                                                              12


                  INFORMATION AS SUCH TRANSFER  AGENT MAY REASONABLY  REQUIRE TO
                  CONFIRM  THAT  THE  TRANSFER   COMPLIES   WITH  THE  FOREGOING
                  RESTRICTIONS.

                  (ii)  Upon  any  sale or  transfer  of a  Transfer  Restricted
         Security (including any Transfer  Restricted Security  represented by a
         Global  Security)  pursuant to Rule 144 under the  Securities  Act, the
         Registrar shall permit the transferee thereof to exchange such Transfer
         Restricted Security for a certificated  Security that does not bear the
         legend set forth above and rescind any  restriction  on the transfer of
         such Transfer Restricted Security,  if the transferor thereof certifies
         in  writing to the  Registrar  that such sale or  transfer  was made in
         reliance on Rule 144 (such certification to be in the form set forth on
         the reverse of the Security).

                  (iii) After a transfer of any  Initial  Securities  or Private
         Exchange   Securities   pursuant  to  and  during  the  period  of  the
         effectiveness  of a Shelf  Registration  Statement with respect to such
         Initial Securities or Private Exchange Securities,  as the case may be,
         all requirements pertaining to legends on such Initial Security or such
         Private  Exchange  Security  will  cease  to  apply,  the  requirements
         requiring any such Initial Security or such Private  Exchange  Security
         issued to certain Holders be issued in global form will cease to apply,
         and a certificated  Initial Security or Private Exchange Security or an
         Initial Security or Private  Exchange  Security in global form, in each
         case without  restrictive  transfer  legends,  will be available to the
         transferee of the Holder of such Initial Securities or Private Exchange
         Securities  upon exchange of such  transferring  Holder's  certificated
         Initial Security or Private Exchange Security or directions to transfer
         such Holder's interest in the Global Security, as applicable.

                  (iv) Upon the consummation of a Registered Exchange Offer with
         respect to the Initial Securities,  all requirements pertaining to such
         Initial Securities that Initial Securities issued to certain Holders be
         issued in global form will still apply with  respect to Holders of such
         Initial Securities that do not exchange their Initial  Securities,  and
         Exchange  Securities  in  certificated  or  global  form,  in each case


<PAGE>
                                                                              13


         without the restricted  securities legend set forth in Exhibit 1 hereto
         will be available to Holders that exchange  such Initial  Securities in
         such Registered Exchange Offer.

                  (v) Upon the  consummation of a Private  Exchange with respect
         to the Initial Securities,  all requirements pertaining to such Initial
         Securities that Initial  Securities issued to certain Holders be issued
         in global form will still apply with respect to Holders of such Initial
         Securities that do not exchange their Initial  Securities,  and Private
         Exchange  Securities in global form with the global  securities  legend
         and the applicable  restricted securities legend set forth in Exhibit 1
         hereto  will  be  available  to  Holders  that  exchange  such  Initial
         Securities in such Private Exchange.

                  (f)  CANCELLATION  OR ADJUSTMENT OF GLOBAL  SECURITY.  At such
time as all beneficial interests in a Global Security have either been exchanged
for Definitive Securities, redeemed, purchased or canceled, such Global Security
shall be returned to the Depository for cancellation or retained and canceled by
the Trustee. At any time prior to such cancellation,  if any beneficial interest
in a  Global  Security  is  exchanged  for  certificated  Securities,  redeemed,
purchased or canceled,  the principal  amount of Securities  represented by such
Global  Security  shall be reduced and an adjustment  shall be made on the books
and  records of the  Trustee (if it is then the  Securities  Custodian  for such
Global  Security)  with respect to such Global  Security,  by the Trustee or the
Securities Custodian, to reflect such reduction.

                  (g) No Obligation of the Trustee.

                  (i) The Trustee shall have no  responsibility or obligation to
         any  beneficial  owner  of  a  Global  Security,  a  member  of,  or  a
         participant  in the  Depository  or other  Person  with  respect to the
         accuracy  of the  records of the  Depository  or its  nominee or of any
         participant or member thereof,  with respect to any ownership  interest
         in the  Securities or with respect to the delivery to any  participant,
         member, beneficial owner or other Person (other than the Depository) of
         any notice  (including  any notice of redemption) or the payment of any
         amount,  under or with  respect to such  Securities.  All  notices  and


<PAGE>
                                                                              14


         communications  to be given to the Holders and all  payments to be made
         to Holders under the Securities  shall be given or made only to or upon
         the order of the  registered  Holders (which shall be the Depository or
         its nominee in the case of a Global Security). The rights of beneficial
         owners in any Global  Security  shall be  exercised  only  through  the
         Depository  subject  to the  applicable  rules  and  procedures  of the
         Depository.  The  Trustee  may rely and  shall  be fully  protected  in
         relying upon  information  furnished by the Depository  with respect to
         its members, participants and any beneficial owners.

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

         2.4  CERTIFICATED SECURITIES

                  (a) A Global  Security  deposited  with the Depository or with
the Trustee as Securities  Custodian for the Depository  pursuant to Section 2.1
shall be transferred to the beneficial  owners thereof in the form of Definitive
Securities in an aggregate  principal  amount equal to the  principal  amount of
such  Global  Security,  in  exchange  for such  Global  Security,  only if such
transfer  complies with Section 2.3 hereof and (i) the  Depository  notifies the
Company that it is unwilling or unable to continue as Depository for such Global
Security and the Depository fails to appoint a successor depositary or if at any
time such  Depository  ceases to be a  "clearing  agency"  registered  under the
Exchange Act and, in either case, a successor Depository is not appointed by the
Company within 90 days of such notice,  or (ii) an Event of Default has occurred
and is continuing  or (iii) the Company,  in its sole  discretion,  notifies the


<PAGE>
                                                                              15


Trustee in writing that it elects to cause the issuance of Definitive Securities
under this Indenture.

                  (b) Any Global Security that is transferable to the beneficial
owners  thereof  pursuant  to this  Section  2.4  shall  be  surrendered  by the
Depository to the Trustee located at its principal corporate trust office in the
Borough of Manhattan,  The City of New York, to be so  transferred,  in whole or
from time to time in part,  without charge,  and the Trustee shall  authenticate
and  deliver,  upon such  transfer of each portion of such Global  Security,  an
equal  aggregate  principal  amount  of  Definitive   Securities  of  authorized
denominations.  Any portion of a Global  Security  transferred  pursuant to this
Section 2.4 shall be executed, authenticated and delivered only in denominations
of $1,000 principal  amount and any integral  multiple thereof and registered in
such names as the Depository shall direct. Any Definitive  Security delivered in
exchange for an interest in the Transfer  Restricted  Security shall,  except as
otherwise  provided by Section  2.3(e) hereof,  bear the  applicable  restricted
securities legend and definitive note legend set forth in Exhibit 1 hereto.

                  (c) Subject to the provisions of Section  2.4(b)  hereof,  the
registered  Holder of a Global  Security  shall be entitled to grant proxies and
otherwise  authorize  any Person,  including  Agent Members and Persons that may
hold  interests  through  Agent  Members,  to take any action  which a Holder is
entitled to take under this Indenture or the Securities.

                  (d)  In  the  event  of the  occurrence  of one of the  events
specified in Section 2.4(a) hereof, the Company shall promptly make available to
the Trustee a reasonable  supply of Definitive  Securities in definitive,  fully
registered form without interest coupons.



<PAGE>


                  EXHIBIT 1 to Rule 144A/REGULATION S APPENDIX


                       [FORM OF FACE OF INITIAL SECURITY]


                           [Global Securities Legend]

                  UNLESS  THIS   CERTIFICATE   IS  PRESENTED  BY  AN  AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION  ("DTC"),
NEW YORK,  NEW YORK, TO THE COMPANY OR ITS AGENT FOR  REGISTRATION  OF TRANSFER,
EXCHANGE OR PAYMENT,  AND ANY  CERTIFICATE  ISSUED IS  REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC  (AND ANY  PAYMENT  IS MADE TO CEDE & CO.,  OR TO SUCH  OTHER  ENTITY  AS IS
REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY PERSON IS WRONGFUL  INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS  OF  THIS  GLOBAL   SECURITY  SHALL  BE  LIMITED  TO
TRANSFERS  IN  WHOLE,  BUT NOT IN PART,  TO  NOMINEES  OF DTC OR TO A  SUCCESSOR
THEREOF OR SUCH  SUCCESSOR'S  NOMINEE AND  TRANSFERS  OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE  RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                  [[FOR  REGULATION S GLOBAL  SECURITY ONLY] UNTIL 40 DAYS AFTER
THE LATER OF  COMMENCEMENT  OR COMPLETION  OF THE OFFERING,  AN OFFER OR SALE OF
SECURITIES  WITHIN THE UNITED  STATES BY A DEALER (AS DEFINED IN THE  SECURITIES
ACT) MAY VIOLATE THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES ACT IF SUCH
OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]

              [Restricted Securities Legend for Securities Offered
                  Otherwise than in Reliance on Regulation S]

                  THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY  ISSUED IN A
TRANSACTION  EXEMPT FROM REGISTRATION  UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE  "SECURITIES  ACT"), AND THIS SECURITY MAY NOT BE OFFERED,
SOLD  OR  OTHERWISE  TRANSFERRED  IN THE  ABSENCE  OF  SUCH  REGISTRATION  OR AN
APPLICABLE  EXEMPTION  THEREFROM.  EACH  PURCHASER  OF THIS  SECURITY  IS HEREBY
NOTIFIED THAT THE SELLER OF THIS  SECURITY MAY BE RELYING ON THE EXEMPTION  FROM


<PAGE>
                                                                               2


THE  PROVISIONS  OF  SECTION  5 OF THE  SECURITIES  ACT  PROVIDED  BY RULE  144A
THEREUNDER.

                  THE  HOLDER OF THIS  SECURITY  AGREES  FOR THE  BENEFIT OF THE
COMPANY  THAT (A) THIS  SECURITY  MAY BE OFFERED,  RESOLD,  PLEDGED OR OTHERWISE
TRANSFERRED,  ONLY (I) TO THE COMPANY, (II) WITHIN THE UNITED STATES TO A PERSON
WHOM THE SELLER  REASONABLY  BELIEVES  IS A  QUALIFIED  INSTITUTIONAL  BUYER (AS
DEFINED IN RULE 144A UNDER THE  SECURITIES  ACT) IN A  TRANSACTION  MEETING  THE
REQUIREMENTS  OF RULE  144A,  (III)  OUTSIDE  THE UNITED  STATES IN AN  OFFSHORE
TRANSACTION IN ACCORDANCE  WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT
TO AN EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE  SECURITIES  ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE  WITH
ANY APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE UNITED STATES,  AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT  HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

             [Restricted Securities Legend for Securities Offered in
                           Reliance on Regulation S.]

                  THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY  ISSUED IN A
TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF
1933,  AS AMENDED (THE  "SECURITIES  ACT"),  AND MAY NOT BE  TRANSFERRED  IN THE
UNITED  STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S.  PERSON  EXCEPT
PURSUANT TO AN AVAILABLE  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS  OF THE
SECURITIES ACT AND ALL APPLICABLE  STATE  SECURITIES LAWS. TERMS USED ABOVE HAVE
THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

                 [Temporary Regulation S Global Security Legend]

                  EXCEPT AS SET FORTH BELOW,  BENEFICIAL  OWNERSHIP INTERESTS IN
THIS  TEMPORARY  REGULATION  S  GLOBAL  SECURITY  WILL NOT BE  EXCHANGEABLE  FOR
INTERESTS IN THE PERMANENT  REGULATION S GLOBAL  SECURITY OR ANY OTHER  SECURITY
REPRESENTING  AN  INTEREST IN THE  SECURITIES  REPRESENTED  HEREBY  WHICH DO NOT
CONTAIN A LEGEND  CONTAINING  RESTRICTIONS ON TRANSFER,  UNTIL THE EXPIRATION OF
THE  "40-DAY  DISTRIBUTION  COMPLIANCE  PERIOD"  (WITHIN  THE  MEANING  OF  RULE
903(b)(2)  OF  REGULATION  S UNDER  THE  SECURITIES  ACT)  AND  THEN  ONLY  UPON


<PAGE>
                                                                               3


CERTIFICATION  IN  FORM  REASONABLY   SATISFACTORY  TO  THE  TRUSTEE  THAT  SUCH
BENEFICIAL  INTERESTS ARE OWNED EITHER BY NON-U.S.  PERSONS OR U.S.  PERSONS WHO
PURCHASED  SUCH  INTERESTS IN A  TRANSACTION  THAT DID NOT REQUIRE  REGISTRATION
UNDER THE SECURITIES ACT.  DURING SUCH 40-DAY  DISTRIBUTION  COMPLIANCE  PERIOD,
BENEFICIAL  OWNERSHIP  INTERESTS IN THIS TEMPORARY  REGULATION S GLOBAL SECURITY
MAY ONLY BE SOLD,  PLEDGED OR TRANSFERRED  (I) TO THE COMPANY,  (II) OUTSIDE THE
UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER
THE  SECURITIES  ACT, OR (III) PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE SECURITIES  ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH
ANY APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES.  HOLDERS OF
INTERESTS  IN THIS  TEMPORARY  REGULATION  S GLOBAL  SECURITY  WILL  NOTIFY  ANY
PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN
APPLICABLE.

                  AFTER THE EXPIRATION OF THE  DISTRIBUTION  COMPLIANCE  PERIOD,
BENEFICIAL  INTERESTS  IN THIS  TEMPORARY  REGULATION  S GLOBAL  SECURITY MAY BE
EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE
OCCURS IN CONNECTION  WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE  WITH RULE
144A AND (2) THE TRANSFEROR OF THE  REGULATION S GLOBAL  SECURITY FIRST DELIVERS
TO THE TRUSTEE A WRITTEN  CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE)
TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING  TRANSFERRED (A) TO
A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED  INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS
OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED  INSTITUTIONAL  BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

                  BENEFICIAL  INTERESTS  IN A RULE 144A GLOBAL  SECURITY  MAY BE
TRANSFERRED  TO A PERSON WHO TAKES  DELIVERY  IN THE FORM OF AN  INTEREST IN THE
REGULATION S GLOBAL  SECURITY,  WHETHER  BEFORE OR AFTER THE  EXPIRATION  OF THE
40-DAY DISTRIBUTION  COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO
THE TRUSTEE A WRITTEN  CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO
THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN  ACCORDANCE  WITH RULE 903 OR 904
OF REGULATION S OR RULE 144 (IF AVAILABLE).

                         [Definitive Securities Legend]


<PAGE>
                                                                               4


                  IN CONNECTION  WITH ANY  TRANSFER,  THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.



<PAGE>
                                                                               5


No.                                                                 $
   -------------                                                     -----------

                        10% Senior Secured Notes due 2010

                  Columbus  McKinnon   Corporation,   a  New  York  corporation,
promises to pay to                 , or registered assigns, the principal sum of
                  ----------------
            Dollars on August 1, 2010.
-----------

                  Interest Payment Dates:  February 1 and August 1.

                  Record Dates:  January 15 and July 15.

                  Additional  provisions  of this  Security are set forth on the
other side of this Security.

Dated:

                                   COLUMBUS MCKINNON CORPORATION

                                   By
                                      ---------------------------------------
                                      Name:
                                      Title:

                                   By
                                      ---------------------------------------
                                      Name:
                                      Title:



TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

U.S. Bank TRUST National Association

     as Trustee, certifies
           that this is one of
           the Securities referred
           to in the Indenture.
     By

             -----------------------------------------
             Authorized Signatory



<PAGE>
                                                                               6


                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                        10% Senior Secured Note due 2010

1.       INTEREST

                  Columbus  McKinnon  Corporation,  a New York corporation (such
corporation,  and its  successors  and assigns under the  Indenture  hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal  amount of this Security at the rate per annum shown above;  PROVIDED,
HOWEVER,  that if a Registration  Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of
0.50%  per annum  (increasing  by an  additional  0.50%  per  annum  after  each
consecutive  90-day period that occurs after the date on which such Registration
default  occurs  up to a maximum  additional  interest  rate of 2.00%)  from and
including  the date on which any such  Registration  Default  shall occur to but
excluding  the date on which all  Registration  Defaults  have been  cured.  The
Company will pay interest  semiannually on February 1 and August 1 of each year,
commencing  February 1, 2004.  Interest on the  Securities  will accrue from the
most recent  date to which  interest  has been paid or, if no interest  has been
paid,  from July 22, 2003.  Interest  will be computed on the basis of a 360-day
year of twelve 30-day months. The Company will pay interest on overdue principal
at the rate borne by this Security plus 1.0% per annum, and it will pay interest
on overdue installments of interest at the same rate to the extent lawful.

2.       METHOD OF PAYMENT

                  The  Company  will  pay  interest  on the  Securities  (except
defaulted  interest) to the Persons who are registered  holders of Securities at
the close of business on the January 15 or July 15 next  preceding  the interest
payment date even if  Securities  are  canceled  after the record date and on or
before the interest payment date. 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.  Payments  in respect of the  Securities
represented by a Global  Security  (including  principal,  premium and interest)
will be made by wire  transfer of  immediately  available  funds to the accounts
specified by the Depository.  The Company will make all payments in respect of a
certificated Security (including  principal,  premium and interest) by mailing a


<PAGE>
                                                                               7


check to the registered address of each Holder thereof; PROVIDED,  HOWEVER, that
payments  on a  certificated  Security  will be made by wire  transfer to a U.S.
dollar account  maintained by the payee with a bank in the United States if such
Holder elects  payment by wire transfer by giving  written notice to the Trustee
or the Paying  Agent to such effect  designating  such  account no later than 30
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).

3.       PAYING AGENT AND REGISTRAR

                  Initially,  U.S. Bank Trust National  Association,  a [?] (the
"Trustee"),  will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent,  Registrar or co-registrar  without notice. The Company
or any of its  domestically  incorporated  Wholly Owned  Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

4.       INDENTURE

                  The Company issued the Securities  under an Indenture dated as
of July 22, 2003 ("Indenture"), among the Company, the Subsidiary Guarantors and
the Trustee.  The terms of the Securities  include those stated in the Indenture
and those made part of the Indenture by reference to the Trust  Indenture Act of
1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) (the "Act"). Terms defined in the Indenture
and not defined herein have the meanings ascribed thereto in the Indenture.  The
Securities are subject to all such terms,  and  Securityholders  are referred to
the Indenture and the Act for a statement of those terms.

                  The Securities are general secured obligations of the Company.
The Company shall be entitled,  subject to its  compliance  with Section 4.03 of
the  Indenture,  to issue up to $50.0  million  aggregate  principal  amount  of
Additional  Securities  pursuant to Section 2.13 of the  Indenture.  The Initial
Securities issued on the Issue Date, any Additional  Securities and all Exchange
Securities or Private Exchange  Securities  issued in exchange  therefor will be
treated as a single class for all purposes  under the  Indenture.  The Indenture
contains covenants that limit the ability of the Company and its subsidiaries to


<PAGE>
                                                                               8


incur additional  indebtedness;  pay dividends or distributions on, or redeem or
repurchase  capital  stock;  make  investments;  issue or sell capital  stock of
subsidiaries;  engage in transactions  with affiliates;  create liens on assets;
transfer or sell assets;  guarantee  indebtedness;  restrict  dividends or other
payments of  subsidiaries;  consolidate,  merge or transfer all or substantially
all of its assets and the assets of its  subsidiaries;  engage in sale/leaseback
transactions;  amend the  Security  Documents  relating to the  Collateral;  and
materially impair the security  interest in the Collateral.  These covenants are
subject to important exceptions and qualifications.

5.       OPTIONAL REDEMPTION

                  Except as set forth below,  the Company  shall not be entitled
to redeem the Securities.

                  On and after August 1, 2007,  the Company shall be entitled at
its option on one or more occasions to redeem all or a portion of the Securities
upon not less than 30 nor more than 60 days' notice,  at the  redemption  prices
(expressed in percentages  of principal  amount on the  redemption  date),  plus
accrued  interest  to the  redemption  date  (subject to the right of Holders of
record on the  relevant  record  date to receive  interest  due on the  relevant
interest  payment date), if redeemed  during the 12-month  period  commencing on
August 1 of the years set forth below:

                                                  Redemption
          PERIOD                                    Price
          ------                                    -----
           2007                                    105.000%
           2008                                    102.500%
           2009                                    100.000%


                  In  addition,  prior to August 1, 2006,  the Company  shall be
entitled  at its option on one or more  occasions  to redeem  Securities  (which
includes Additional Securities,  if any) in an aggregate principal amount not to
exceed 35% of the aggregate  principal amount of the Securities  (which includes
Additional  Securities,   if  any)  originally  issued  at  a  redemption  price
(expressed  as a percentage of principal  amount) of 110.000%,  plus accrued and
unpaid  interest to the redemption  date, with the net cash proceeds from one or
more Public Equity Offerings;  PROVIDED,  HOWEVER, that (1) at least 65% of such


<PAGE>
                                                                               9


aggregate principal amount of Securities (which includes Additional  Securities,
if any)  remains  outstanding  immediately  after  the  occurrence  of each such
redemption (other than Securities held,  directly or indirectly,  by the Company
or its Affiliates); and (2) each such redemption occurs within 90 days after the
date of the related Public Equity Offering.

                  Notwithstanding the foregoing, the Company may at any time and
from time to time purchase Securities in the open market or otherwise.

6.       NOTICE OF REDEMPTION

                  Notice of  redemption  will be mailed at least 30 days but not
more than 60 days before the redemption  date to each Holder of Securities to be
redeemed at his  registered  address.  Securities in  denominations  larger than
$1,000  principal  amount may be redeemed in part but only in whole multiples of
$1,000.  If money sufficient to pay the redemption price of and accrued interest
on all Securities (or portions thereof) to be redeemed on the redemption date is
deposited  with the Paying  Agent on or before the  redemption  date and certain
other conditions are satisfied, on and after such date interest ceases to accrue
on such Securities (or such portions thereof) called for redemption.

7.       PUT PROVISIONS

                  Upon a Change of Control,  any Holder of Securities  will have
the right to cause the Company to repurchase  all or any part of the  Securities
of such Holder at a repurchase  price equal to 101% of the  principal  amount of
the Securities to be repurchased plus accrued interest to the date of repurchase
(subject  to the  right of  holders  of record on the  relevant  record  date to
receive  interest due on the related  interest payment date) as provided in, and
subject to the terms of, the Indenture.

8.       GUARANTEE

                  The  payment by the Company of the  principal  of, and premium
and interest on, the  Securities  is fully and  unconditionally  guaranteed on a
joint and several senior  secured basis by each of the Subsidiary  Guarantors to
the extent set forth in the Indenture.


<PAGE>
                                                                              10


9.       SECURITY

                  The Securities will be secured by a  second-priority  security
interest  (subject  to  Specified  Permitted  Liens)  in  the  Collateral.   The
Collateral  consists of 100% of the capital stock of, or other equity  interests
in, existing and future domestic subsidiaries and Audubon Europe S.ar.l. and 65%
of the capital  stock of, or other  equity  interests  in,  existing  and future
first-tier  foreign  subsidiaries  (other  than  Audubon  Europe  S.ar.l.),  and
substantially all of the other assets, in each case that are held by the Company
or the Subsidiary Guarantors.

                  The Trustee and the Collateral Agent, as the case may be, hold
the Collateral in trust for the benefit of the Trustee and the Holders,  in each
case pursuant to the Security  Documents and the Intercreditor  Agreement.  Each
Holder,  by  accepting  this  Security,  consents and agrees to the terms of the
Security Documents  (including the provisions  providing for the foreclosure and
release of  Collateral)  and the  Intercreditor  Agreement as the same may be in
effect or may be amended  from time to time in  accordance  with their terms and
the Indenture and authorizes and directs the Collateral  Agent to enter into the
Security  Documents  and  the  Intercreditor   Agreement,  and  to  perform  its
obligations and exercise its rights thereunder in accordance therewith.

10.      DENOMINATIONS; TRANSFER; EXCHANGE

                  The  Securities  are in  registered  form  without  coupons in
denominations of $1,000 principal amount and whole multiples of $1,000. A Holder
may  transfer or exchange  Securities  in  accordance  with the  Indenture.  The
Registrar  may require a Holder,  among  other  things,  to furnish  appropriate
endorsements or transfer documents and to pay any taxes and fees required by law
or permitted by the  Indenture.  The Registrar need not register the transfer of
or exchange any  Securities  selected for redemption  (except,  in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or any Securities for a period of 15 days before a selection of Securities to be
redeemed or 15 days before an interest payment date.



<PAGE>
                                                                              11


11.      PERSONS DEEMED OWNERS

                  The  registered  Holder of this Security may be treated as the
owner of it for all purposes.

12.      UNCLAIMED MONEY

                  If money for the  payment of  principal  or  interest  remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned  property law designates  another
Person. After any such payment,  Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

13.      DISCHARGE AND DEFEASANCE

                  Subject to certain  conditions,  the Company at any time shall
be entitled to 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, as the case may be.

14.      AMENDMENT, WAIVER

                  Subject to certain exceptions set forth in the Indenture,  (a)
the  Indenture,  the Security  Documents,  the  Intercreditor  Agreement and the
Securities may be amended with the written  consent of the Holders of at least a
majority in principal  amount  outstanding of the Securities and (b) any default
or  noncompliance  with any provision may be waived with the written  consent of
the Holders of a majority in principal  amount  outstanding  of the  Securities.
Subject to certain exceptions set forth in the Indenture, without the consent of
any Securityholder, the Company, the Subsidiary Guarantors and the Trustee shall
be entitled to amend the Indenture,  the Security  Documents,  the Intercreditor
Agreement  or  the  Securities  to  cure  any  ambiguity,  omission,  defect  or
inconsistency,  or to comply with Article 5 of the Indenture,  or to provide for
uncertificated Securities in addition to or in place of certificated Securities,
or to add  guarantees  with  respect  to the  Securities,  including  Subsidiary
Guarantees,  or to secure the  Securities,  or to add  additional  covenants  or
surrender  rights  and  powers  conferred  on  the  Company  or  the  Subsidiary
Guarantors,  or to comply with any  requirement  of the SEC in  connection  with


<PAGE>
                                                                              12


qualifying  the  Indenture  under the Act,  or to make any change  that does not
adversely  affect the rights of any  Securityholder,  or to make  amendments  to
provisions of the Indenture relating to the form,  authentication,  transfer and
legending of the Securities.

15.      DEFAULTS AND REMEDIES

                  Under the Indenture, Events of Default include (a) default for
30 days in payment of  interest  on the  Securities;  (b)  default in payment of
principal on the Securities at maturity, upon redemption pursuant to paragraph 5
of the Securities,  upon acceleration or otherwise, or failure by the Company to
redeem or purchase  Securities when required;  (c) failure by the Company or any
Subsidiary  Guarantor to comply with other  agreements  in the  Indenture or the
Securities,  in certain cases  subject to notice and lapse of time;  (d) certain
accelerations  (including  failure to pay within any grace  period  after  final
maturity) of other  Indebtedness of the Company if the amount accelerated (or so
unpaid)  exceeds $10.0  million;  (e) certain events of bankruptcy or insolvency
with respect to the  Company,  the  Subsidiary  Guarantors  and the  Significant
Subsidiaries;  (f)  certain  judgments  or decrees  for the  payment of money in
excess of $10.0  million;  (g)  certain  defaults  with  respect  to  Subsidiary
Guarantees;  and (h)  certain  defaults  relating  to the  Collateral  under the
Security Documents. 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
all  the  Securities  to be due  and  payable  immediately.  Certain  events  of
bankruptcy  or  insolvency  are  Events  of  Default  which  will  result in the
Securities being due and payable  immediately upon the occurrence of such Events
of Default.

                  Securityholders   may  not  enforce  the   Indenture   or  the
Securities  except as  provided  in the  Indenture.  The  Trustee  may refuse to
enforce the Indenture or the Securities unless it receives indemnity or security
satisfactory  to it.  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 the interest of the Holders.


<PAGE>
                                                                              13


16.      TRUSTEE DEALINGS WITH THE COMPANY

                  Subject to certain limitations imposed by the Act, the Trustee
under the  Indenture,  in its individual or any other  capacity,  may become the
owner  or  pledgee  of  Securities  and may  otherwise  deal  with  and  collect
obligations  owed to it by the Company or its  Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

17.      NO RECOURSE AGAINST OTHERS

                  A director,  officer, employee or stockholder, as such, of the
Company or the Trustee 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.  By accepting a
Security, each Securityholder 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 an authorized signatory
of the Trustee (or an  authenticating  agent)  manually signs the certificate of
authentication on the other side of this Security.

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 entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian),  and U/G/M/A (=Uniform Gift to
Minors Act).

20.      CUSIP NUMBERS

                  Pursuant to a  recommendation  promulgated by the Committee on
Uniform Security Identification  Procedures the Company has caused CUSIP numbers
to be  printed  on the  Securities  and has  directed  the  Trustee to use CUSIP
numbers  in  notices of  redemption  as a  convenience  to  Securityholders.  No
representation  is made as to the accuracy of such numbers  either as printed on
the  Securities or as contained in any notice of redemption  and reliance may be


<PAGE>
                                                                              14


placed only on the other identification numbers placed thereon.

21.      HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.

                  Each Holder of a Security, by acceptance hereof,  acknowledges
and agrees to the provisions of the Registration Rights Agreement, including the
obligations   of  the  Holders   with   respect  to  a   registration   and  the
indemnification of the Company to the extent provided therein.

22.      GOVERNING LAW.

                  THIS   SECURITY   SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  The Company  will furnish to any  Securityholder  upon written
request and without charge to the Security  holder a copy of the Indenture which
has in it the text of this Security in larger type. Requests may be made to:

                  Columbus McKinnon Corporation
                  140 John James Audubon Parkway
                  Amherst, New York 14228-1197
                  Attention: Corporate Secretary



<PAGE>
                                                                              15





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


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

         (Print or type assignee's name, address and zip code)

         (Insert assignee's soc. sec. or tax I.D. No.)

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.


In  connection  with any  transfer of any of the  Securities  evidenced  by this
certificate  occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such  Securities  and the last date,  if any, on which such  Securities  were
owned by the Company or any Affiliate of the Company,  the undersigned  confirms
that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

[ ]      to the Company; or

         (1) [ ]  pursuant to an effective  registration  statement  under the
                  Securities Act of 1933; or

         (2) [ ]  inside  the  United  States  to a  "qualified  institutional
                  buyer" (as  defined in Rule 144A under the  Securities  Act of


<PAGE>
                                                                              16

                  1933) that purchases for its own account or for the account of
                  a qualified  institutional  buyer to whom notice is given that
                  such  transfer is being made in reliance on Rule 144A, in each
                  case  pursuant to and in  compliance  with Rule 144A under the
                  Securities Act of 1933; or

         (3) [ ]  outside the United States in an offshore  transaction within
                  the  meaning  of  Regulation  S under  the  Securities  Act in
                  compliance with Rule 904 under the Securities Act of 1933; or

         (4) [ ]  pursuant to the exemption from registration provided by Rule
                  144 under the Securities Act of 1933.

         Unless one of the boxes is checked, the Trustee will refuse to register
         any of the Securities  evidenced by this certificate in the name of any
         person other than the registered  holder  thereof;  PROVIDED,  HOWEVER,
         that if box (4) is checked,  the Trustee  shall be entitled to require,
         prior to registering  any such transfer of the  Securities,  such legal
         opinions,  certifications  and other  information  as the  Company  has
         reasonably  requested  to  confirm  that such  transfer  is being  made
         pursuant to an exemption  from, or in a transaction not subject to, the
         registration  requirements  of the Securities Act of 1933,  such as the
         exemption provided by Rule 144 under such Act.


                                                    ------------------------
                                                    Signature


Signature Guarantee:


---------------------------------                   -------------------------
Signature must be guaranteed                        Signature

         Signatures  must be guaranteed by an "eligible  guarantor  institution"
meeting the requirements of the Registrar, which requirements include membership


<PAGE>
                                                                              17


or participation in the Security  Transfer Agent Medallion  Program ("STAMP") or
such other "signature  guarantee  program" as may be determined by the Registrar
in addition  to, or in  substitution  for,  STAMP,  all in  accordance  with the
Securities Exchange Act of 1934, as amended.

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


<PAGE>
                                                                              18

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

                  The undersigned  represents and warrants that it is purchasing
this  Security  for its own  account  or an  account  with  respect  to which it
exercises  sole  investment  discretion  and that it and any such  account  is a
"qualified  institutional  buyer"  within  the  meaning  of Rule 144A  under the
Securities  Act of  1933,  and is aware  that  the  sale to it is being  made in
reliance on Rule 144A and  acknowledges  that it has received  such  information
regarding the Company as the undersigned has requested  pursuant to Rule 144A or
has  determined  not to request such  information  and that it is aware that the
transferor is relying upon the undersigned's foregoing  representations in order
to claim the exemption from registration provided by Rule 144A.

Dated:
      -----------------                          ------------------------------
                                                 Notice:   To be executed by
                                                           an executive officer




<PAGE>
                                                                              19



                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

               The following increases or decreases in this Global
                            Security have been made:

<TABLE>
<CAPTION>


Date of                  Amount of decrease     Amount of increase     Principal amount of    Signature of
Exchange                 in Principal  amount   in Principal amount    this Global Security   authorized officer
                         of this Global         of this Global         following such         of Trustee or
                         Security               Security               decrease or increase   Securities Custodian
<S>                      <C>                    <C>                    <C>                    <C>



</TABLE>


<PAGE>
                                                                              20


                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this  Security  purchased  by the
Company pursuant to Section 4.06 or 4.10 of the Indenture, check the box:

                                       [ ]

                  If  you  want  to elect to  have  only part  of this  Security
purchased by  the Company  pursuant to  Section 4.06  or 4.10  of the Indenture,
state the amount in principal amount:  $________________

Dated:                                  Your Signature:
      ------------------------                          -----------------------
                                                        (Sign exactly as your
                                                         name appears on the
                                                        other side  of this
                                                                Security.)

Signature Guarantee:
                      ---------------------------------------------------------
                                         (Signature must be guaranteed)

         Signatures  must be guaranteed by an "eligible  guarantor  institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security  Transfer Agent Medallion  Program ("STAMP") or
such other "signature  guarantee  program" as may be determined by the Registrar
in addition  to, or in  substitution  for,  STAMP,  all in  accordance  with the
Securities Exchange Act of 1934, as amended.



<PAGE>



                                                                       EXHIBIT A


                        FORM OF FACE OF EXCHANGE SECURITY
                        OR PRIVATE EXCHANGE SECURITY*/**/






















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


*/ If the  Security  is to be issued in global  form add the  Global  Securities
Legend  from  Exhibit 1 to  Appendix A and the  attachment  from such  Exhibit 1
captioned  "[TO BE ATTACHED TO GLOBAL  SECURITIES]  - SCHEDULE OF  INCREASES  OR
DECREASES IN GLOBAL SECURITY".

**/ If the Security is a Private Exchange  Security issued in a Private Exchange
to an Initial Purchaser holding an unsold portion of its initial allotment,  add
the  Restricted  Securities  Legend from Exhibit 1 to Appendix A and replace the
Assignment  Form included in this Exhibit A with the Assignment Form included in
such Exhibit 1.



<PAGE>
                                                                               2

No.                                                                  $
   -------------                                                      ----------

                        10% Senior Secured Notes due 2010

         Columbus McKinnon Corporation, a New York corporation,
      promises to pay to           , or registered assigns,
                           ---------
      the principal sum of                        Dollars on August
                           ---------------------
      1, 2010.


         Interest Payment Dates:  February 1 and August 1.

         Record Dates:  January 15 and July 15.

         Additional  provisions of this Security are set forth on the other side
of this Security.

Dated:

                                     Columbus McKinnon Corporation

                                     by

                                        -------------------------------------
                                        Name:
                                        Title:

                                     by

                                        -------------------------------------
                                        Name:
                                        Title:


TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

U.S. BANK TRUST NATIONAL
         ASSOCIATION

     as Trustee, certifies
          that this is one of
          the Securities referred
          to in the Indenture.
     by

          ------------------------------------
          Authorized Signatory



<PAGE>
                                                                               3


                    FORM OF REVERSE SIDE OF EXCHANGE SECURITY
                          OR PRIVATE EXCHANGE SECURITY

                        10% Senior Secured Note due 2010

1.       INTEREST

         Columbus   McKinnon   Corporation,   a  New  York   corporation   (such
corporation,  and its  successors  and assigns under the  Indenture  hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above[;  PROVIDED,
HOWEVER,  THAT IF A REGISTRATION  DEFAULT (AS DEFINED IN THE REGISTRATION RIGHTS
AGREEMENT) OCCURS, ADDITIONAL INTEREST WILL ACCRUE ON THIS SECURITY AT A RATE OF
0.50%  PER ANNUM  (INCREASING  BY AN  ADDITIONAL  0.50%  PER  ANNUM  AFTER  EACH
CONSECUTIVE  90-DAY PERIOD THAT OCCURS AFTER THE DATE ON WHICH SUCH REGISTRATION
DEFAULT  OCCURS  UP TO A MAXIMUM  ADDITIONAL  INTEREST  RATE OF 2.00%)  FROM AND
INCLUDING  THE DATE ON WHICH ANY SUCH  REGISTRATION  DEFAULT  SHALL OCCUR TO BUT
EXCLUDING  THE DATE ON WHICH ALL  REGISTRATION  DEFAULTS  HAVE BEEN CURED.]4 The
Company will pay interest  semiannually on February 1 and August 1 of each year,
commencing August 1, 2004.  Interest on the Securities will accrue from the most
recent date to which  interest  has been paid or, if no interest  has been paid,
from July 22, 2003.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.  The Company will pay interest on overdue principal at the
rate borne by this  Security  plus 1.0% per annum,  and it will pay  interest on
overdue installments of interest at the same rate to the extent lawful.

2.       METHOD OF PAYMENT

         The Company  will pay  interest  on the  Securities  (except  defaulted
interest) to the Persons who are  registered  holders of Securities at the close
of business on the January 15 or July 15 next  preceding  the  interest  payment
date even if Securities  are canceled after the record date and on or before the



----------
4  Insert if  at the  date of  issuance  of the  Exchange  Security  or  Private
Exchange  Security  (as the case may be) any  Registration  Default has occurred
with respect to the related  Initial  Securities  during the interest  period in
which such date of issuance occurs.



<PAGE>
                                                                               4


interest  payment date.  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. Payments in respect of the Securities represented by a
Global Security (including principal, premium and interest) will be made by wire
transfer  of  immediately  available  funds  to the  accounts  specified  by The
Depository  Trust  Company.  The Company  will make all payments in respect of a
certificated Security (including  principal,  premium and interest) by mailing a
check to the registered address of each Holder thereof; PROVIDED,  HOWEVER, that
payments  on a  certificated  Security  will be made by wire  transfer to a U.S.
dollar account  maintained by the payee with a bank in the United States if such
Holder elects  payment by wire transfer by giving  written notice to the Trustee
or the Paying  Agent to such effect  designating  such  account no later than 30
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).

3.       PAYING AGENT AND REGISTRAR

         Initially, U.S. Bank Trust National Association, a [?] (the "Trustee"),
will act as Paying Agent and  Registrar.  The Company may appoint and change any
Paying Agent,  Registrar or co-registrar  without notice.  The Company or any of
its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent,
Registrar or co-registrar.

4.       INDENTURE

         The Company issued the Securities  under an Indenture  dated as of July
22, 2003  ("Indenture"),  among the Company,  the Subsidiary  Guarantors and the
Trustee.  The terms of the Securities  include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C.  ss.ss.  77aaa-77bbbb) as in effect on the date of the Indenture (the
"Act").  Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such terms,
and Securityholders are referred to the Indenture and the Act for a statement of
those terms.


<PAGE>
                                                                               5


         The Securities  are general  secured  obligations  of the Company.  The
Company shall be entitled,  subject to its  compliance  with Section 4.03 of the
Indenture, to issue up to $50.0 million aggregate principal amount of Additional
Securities  pursuant to Section 2.13 of the  Indenture.  The Initial  Securities
issued on the Issue Date, any Additional  Securities and all Exchange Securities
or Private Exchange  Securities issued in exchange therefor will be treated as a
single  class for all  purposes  under the  Indenture.  The  Indenture  contains
covenants  that limit the ability of the Company and its  subsidiaries  to incur
additional  indebtedness;  pay  dividends  or  distributions  on,  or  redeem or
repurchase  capital  stock;  make  investments;  issue or sell capital  stock of
subsidiaries;  engage in transactions  with affiliates;  create liens on assets;
transfer or sell assets;  guarantee  indebtedness;  restrict  dividends or other
payments of  subsidiaries;  consolidate,  merge or transfer all or substantially
all of its assets and the assets of its  subsidiaries;  engage in sale/leaseback
transactions;  amend the  Security  Documents  relating to the  Collateral;  and
materially impair the security  interest in the Collateral.  These covenants are
subject to important exceptions and qualifications.

5.       OPTIONAL REDEMPTION

         Except as set forth below,  the Company shall not be entitled to redeem
the Securities.

         On and after  August 1, 2007,  the  Company  shall be  entitled  at its
option on one or more  occasions  to redeem all or a portion  of the  Securities
upon not less than 30 nor more than 60 days' notice,  at the  redemption  prices
(expressed in percentages  of principal  amount,  on the  redemption  date) plus
accrued  interest  to the  redemption  date  (subject to the right of Holders of
record on the  relevant  record  date to receive  interest  due on the  relevant
interest payment date),

         if redeemed  during the 12-month  period  commencing on August 1 of the
years set forth below:

                                                     Redemption
          PERIOD                                       Price
          ------                                       -----
           2007                                       105.000%
           2008                                       102.500%
           2009                                       100.000%




<PAGE>
                                                                               6


         In addition,  prior to August 1, 2006, the Company shall be entitled at
its  option  on one or more  occasions  to  redeem  Securities  (which  includes
Additional  Securities,  if any) in an aggregate  principal amount not to exceed
35%  of  the  aggregate  principal  amount  of the  Securities  (which  includes
Additional  Securities,   if  any)  originally  issued  at  a  redemption  price
(expressed  as a percentage of principal  amount) of 110.000%,  plus accrued and
unpaid  interest to the redemption  date, with the net cash proceeds from one or
more Public Equity Offerings;  PROVIDED,  HOWEVER, that (1) at least 65% of such
aggregate principal amount of Securities (which includes Additional  Securities,
if any)  remains  outstanding  immediately  after  the  occurrence  of each such
redemption (other than Securities held,  directly or indirectly,  by the Company
or its Affiliates); and (2) each such redemption occurs within 90 days after the
date of the related Public Equity Offering.

         Notwithstanding  the  foregoing,  the  Company may at any time and from
time to time purchase Securities in the open market or otherwise.

6.       NOTICE OF REDEMPTION

         Notice of redemption  will be mailed at least 30 days but not more than
60 days before the  redemption  date to each Holder of Securities to be redeemed
at his  registered  address.  Securities  in  denominations  larger  than $1,000
principal  amount may be redeemed in part but only in whole multiples of $1,000.
If money  sufficient to pay the redemption  price of and accrued interest on all
Securities  (or  portions  thereof)  to be redeemed  on the  redemption  date is
deposited  with the Paying  Agent on or before the  redemption  date and certain
other conditions are satisfied, on and after such date interest ceases to accrue
on such Securities (or such portions thereof) called for redemption.

7.       PUT PROVISIONS

         Upon a Change of Control,  any Holder of Securities will have the right
to cause the Company to  repurchase  all or any part of the  Securities  of such
Holder  at a  repurchase  price  equal to 101% of the  principal  amount  of the
Securities  to be  repurchased  plus accrued  interest to the date of repurchase
(subject  to the  right of  holders  of record on the  relevant  record  date to


<PAGE>
                                                                               7


receive  interest due on the related  interest payment date) as provided in, and
subject to the terms of, the Indenture.

8.       GUARANTEE

         The  payment  by the  Company of the  principal  of,  and  premium  and
interest on, the Securities is fully and  unconditionally  guaranteed on a joint
and several  senior  secured basis by each of the  Subsidiary  Guarantors to the
extent set forth in the Indenture.

9.       SECURITY

         The Securities will be secured by a  second-priority  security interest
(subject  to  Specified  Permitted  Liens)  in the  Collateral.  The  Collateral
consists of 100% of the capital stock of, or other equity interests in, existing
and future  domestic  subsidiaries  and Audubon  Europe  S.ar.l.  and 65% of the
capital stock of, or other equity  interests in, existing and future  first-tier
foreign subsidiaries (other than Audubon Europe S.ar.l.),  and substantially all
of the other assets, in each case that are held by the Company or the Subsidiary
Guarantors.

         The  Trustee  and the  Collateral  Agent,  as the case may be, hold the
Collateral in trust for the benefit of the Trustee and the Holders, in each case
pursuant to the Security Documents and the Intercreditor Agreement. Each Holder,
by  accepting  this  Security,  consents and agrees to the terms of the Security
Documents (including the provisions providing for the foreclosure and release of
Collateral) and the Intercreditor  Agreement as the same may be in effect or may
be amended from time to time in  accordance  with their terms and the  Indenture
and  authorizes  and directs  the  Collateral  Agent to enter into the  Security
Documents and the  Intercreditor  Agreement,  and to perform its obligations and
exercise its rights thereunder in accordance therewith.

10.      DENOMINATIONS; TRANSFER; EXCHANGE

         The Securities are in registered form without coupons in  denominations
of $1,000  principal amount and whole multiples of $1,000. A Holder may transfer
or exchange  Securities  in  accordance  with the  Indenture.  The Registrar may
require a Holder,  among other things,  to furnish  appropriate  endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by


<PAGE>
                                                                               8


the  Indenture.  The Registrar need not register the transfer of or exchange any
Securities  selected  for  redemption  (except,  in the case of a Security to be
redeemed  in part,  the  portion  of the  Security  not to be  redeemed)  or any
Securities  for a period  of 15 days  before a  selection  of  Securities  to be
redeemed or 15 days before an interest payment date.

11.      PERSONS DEEMED OWNERS

         The  registered  Holder of this Security may be treated as the owner of
it for all purposes.

12.      UNCLAIMED MONEY

         If money for the payment of principal or interest remains unclaimed for
two years,  the Trustee or Paying  Agent shall pay the money back to the Company
at its request unless an abandoned property law designates another Person. After
any such  payment,  Holders  entitled to the money must look only to the Company
and not to the Trustee for payment.

13.      DISCHARGE AND DEFEASANCE

         Subject  to  certain  conditions,  the  Company  at any  time  shall be
entitled to 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, as the case may be.

14.      AMENDMENT; WAIVER

         Subject  to  certain  exceptions  set forth in the  Indenture,  (1) the
Indenture,   the  Security  Documents,   the  Intercreditor  Agreement  and  the
Securities may be amended with the written  consent of the Holders of at least a
majority in principal  amount  outstanding of the Securities and (2) any default
or  noncompliance  with any provision may be waived with the written  consent of
the Holders of a majority in principal  amount  outstanding  of the  Securities.
Subject to certain exceptions set forth in the Indenture, without the consent of
any Securityholder,  the Company the Subsidiary Guarantors and the Trustee shall
be entitled to amend the Indenture,  the Security  Documents,  the Intercreditor


<PAGE>
                                                                               9


Agreement  or  the  Securities  to  cure  any  ambiguity,  omission,  defect  or
inconsistency,  or to comply with Article 5 of the Indenture,  or to provide for
uncertificated Securities in addition to or in place of certificated Securities,
or to add  guarantees  with  respect  to the  Securities,  including  Subsidiary
Guarantees,  or to secure the  Securities,  or to add  additional  covenants  or
surrender  rights  and  powers  conferred  on  the  Company  or  the  Subsidiary
Guarantors,  or to comply with any  requirement  of the SEC in  connection  with
qualifying  the  Indenture  under the Act,  or to make any change  that does not
adversely  affect the rights of any  Securityholder,  or to make  amendments  to
provisions of the Indenture relating to the form,  authentication,  transfer and
legending of the Securities.

15.      DEFAULTS AND REMEDIES

         Under the Indenture,  Events of Default include (a) default for 30 days
in payment of interest on the Securities; (b) default in payment of principal on
the  Securities  at  maturity,  upon  redemption  pursuant to paragraph 5 of the
Securities,  upon acceleration or otherwise, or failure by the Company to redeem
or  purchase  Securities  when  required;  (c)  failure  by the  Company  or any
Subsidiary  Guarantor to comply with other  agreements  in the  Indenture or the
Securities,  in certain cases  subject to notice and lapse of time;  (d) certain
accelerations  (including  failure to pay within any grace  period  after  final
maturity) of other  Indebtedness of the Company if the amount accelerated (or so
unpaid)  exceeds $10.0  million;  (e) certain events of bankruptcy or insolvency
with respect to the  Company,  the  Subsidiary  Guarantors  and the  Significant
Subsidiaries;  (f)  certain  judgments  or decrees  for the  payment of money in
excess of $10.0  million;  (g)  certain  defaults  with  respect  to  Subsidiary
Guarantees;  and (h)  certain  defaults  relating  to the  Collateral  under the
Security Documents. 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
all  the  Securities  to be due  and  payable  immediately.  Certain  events  of
bankruptcy  or  insolvency  are  Events  of  Default  which  will  result in the
Securities being due and payable  immediately upon the occurrence of such Events
of Default.

         Securityholders  may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or


<PAGE>
                                                                              10


the  Securities  unless it receives  indemnity or security  satisfactory  to it.
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 the interest of the Holders.

16.      TRUSTEE DEALINGS WITH THE COMPANY

         Subject to certain  limitations  imposed by the Act, the Trustee  under
the Indenture,  in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect  obligations  owed
to it by the Company or its  Affiliates  and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

17.      NO RECOURSE AGAINST OTHERS

         A director,  officer, employee or stockholder,  as such, of the Company
or the Trustee 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.  By accepting a Security,
each  Securityholder  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 an authorized signatory
of the Trustee (or an  authenticating  agent)  manually signs the certificate of
authentication on the other side of this Security.

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 entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian),  and U/G/M/A (=Uniform Gift to
Minors Act).


<PAGE>
                                                                              11


20.      CUSIP NUMBERS

                  Pursuant to a  recommendation  promulgated by the Committee on
Uniform Security Identification  Procedures the Company has caused CUSIP numbers
to be  printed  on the  Securities  and has  directed  the  Trustee to use CUSIP
numbers  in  notices of  redemption  as a  convenience  to  Securityholders.  No
representation  is made as to the accuracy of such numbers  either as printed on
the  Securities or as contained in any notice of redemption  and reliance may be
placed only on the other identification numbers placed thereon.

[21. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT

                  Each Holder of a Security, by acceptance hereof,  acknowledges
and agrees to the provisions of the Registration Rights Agreement, including the
obligations   of  the  Holders   with   respect  to  a   registration   and  the
indemnification of the Company to the extent provided therein.]5

22.      GOVERNING LAW

                  THIS   SECURITY   SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  The Company  will furnish to any  Securityholder  upon written
request and without charge to the Security  holder a copy of the Indenture which
has in it the text of this Security in larger type. Requests may be made to:

                  Columbus McKinnon Corporation
                  140 John James Audubon Parkway
                  Amherst, New York 14228-1197
                  Attention: Corporate Secretary




----------
5  Delete if  this  Security  is not  being issued  in exchange  for an  Initial
Security.


<PAGE>
                                                                              12



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

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

         (Print or type assignee's name, address and zip code)

         (Insert assignee's soc. sec. or tax I.D. No.)

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.


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



<PAGE>




                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this  Security  purchased  by the
Company pursuant to Section 4.06 or 4.10 of the Indenture, check the box:

                                       [ ]

                  If you  want  to  elect to  have only  part of  this  Security
purchased  by the  Company pursuant  to Section 4.06  or 4.10 of  the Indenture,
state the amount in principal amount:  $_______________

Dated:                        Your Signature:
      --------------------                   --------------------------------
                                             (Sign exactly as your name
                                              appears on the other side
                                              of this Security.)

Signature Guarantee:        -------------------------------------------------
                                         (Signature must be guaranteed)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements  of  the  Registrar,   which  requirements  include  membership  or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other  "signature  guarantee  program" as may be  determined by the Registrar in
addition  to,  or in  substitution  for,  STAMP,  all  in  accordance  with  the
Securities Exchange Act of 1934, as amended.