EXECUTION COPY


                                  $115,000,000

                          COLUMBUS MCKINNON CORPORATION

                      10.00% SENIOR SECURED NOTES DUE 2010

                          REGISTRATION RIGHTS AGREEMENT


                                                                   July 15, 2003

Credit Suisse First Boston LLC
Fleet Securities, Inc.
c/o Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010-3629

Dear Sirs:

         Columbus McKinnon  Corporation,  a New York corporation (the "Issuer"),
proposes  to  issue  and  sell to  Credit  Suisse  First  Boston  LLC and  Fleet
Securities,  Inc. (collectively,  the "Initial Purchasers"),  upon the terms set
forth in a purchase agreement of even date herewith (the "Purchase  Agreement"),
$115,000,000  aggregate  principal amount of its 10.00% Senior Secured Notes due
2010 (the "Initial  Securities") to be guaranteed (the "Guaranties") on a senior
secured basis by the entities listed on Schedule A hereto (the "Guarantors", and
together with the Issuer, the "Company").  The Initial Securities will be issued
pursuant to an Indenture, dated as of July 22, 2003 (the "Indenture"), among the
Issuer, the Guarantors and U.S. Bank Trust National Association, as trustee (the
"Trustee").  As an  inducement  to the  Initial  Purchasers  to  enter  into the
Purchase  Agreement,  the Company  agrees with the Initial  Purchasers,  for the
benefit of the holders of the Initial Securities (including, without limitation,
the Initial  Purchasers),  the Exchange  Securities  (as defined  below) and the
Private Exchange Securities (as defined below) (collectively the "Holders"),  as
follows :

1. REGISTERED  EXCHANGE OFFER. The Company shall, at its own cost,  prepare and,
not later  than 90 days  after (or if the 90th day is not a  business  day,  the
first business day thereafter  (such 90th day, or first business day thereafter,
being a "Filing Deadline")) the date of original issue of the Initial Securities
(the "Issue  Date"),  file with the  Securities  and  Exchange  Commission  (the
"Commission")  a  registration   statement  (the  "Exchange  Offer  Registration
Statement") on an appropriate  form under the Securities Act of 1933, as amended
(the  "Securities  Act"),  with  respect  to a proposed  offer (the  "Registered
Exchange Offer") to the Holders of Transfer Restricted Securities (as defined in
Section 6 hereof), who are not prohibited by any law or policy of the Commission
from  participating  in the Registered  Exchange  Offer, to issue and deliver to
such Holders, in exchange for the Initial Securities, a like aggregate principal
amount of debt  securities  (the  "Exchange  Securities")  of the Company issued
under the  Indenture  and  identical  in all  material  respects  to the Initial
Securities  (except  for  the  transfer  restrictions  relating  to the  Initial
Securities  and the  provisions  relating to the matters  described in Section 6
hereof) and  registered  under the  Securities  Act.  The Company  shall use its
reasonable best efforts to cause such Exchange Offer  Registration  Statement to
become  effective  under the Securities Act within 180 days (or if the 180th day
is not a business day, the first business day  thereafter)  after the Issue Date
(such 180th day,  or first  business  day  thereafter,  being an  "Effectiveness
Deadline")  of  the  Initial  Securities  and  shall  keep  the  Exchange  Offer
Registration  Statement  effective  for not  less  than 30 days (or  longer,  if
required by  applicable  law) after the date notice of the  Registered  Exchange
Offer is mailed to the Holders  (such period being  called the  "Exchange  Offer
Registration Period").


<PAGE>


         If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the  Registered  Exchange Offer 30 days after the
commencement  thereof  provided  that the Company has  accepted  all the Initial
Securities  theretofore  validly  tendered in  accordance  with the terms of the
Registered Exchange Offer and (ii) must consummate the Registered Exchange Offer
no later than 40 days after the date on which the  Exchange  Offer  Registration
Statement  is  declared   effective  (such  40th  day  being  the  "Consummation
Deadline") in order to avoid Additional Interest (as defined in Section 6 below)
for such a Registration Default (as defined in Section 6 below).

         Following the  declaration of the  effectiveness  of the Exchange Offer
Registration  Statement,  the Company shall as promptly as practicable  commence
the  Registered  Exchange  Offer,  it being  the  objective  of such  Registered
Exchange  Offer to enable  each  Holder of Transfer  Restricted  Securities  (as
defined in Section 6 hereof)  electing to exchange  the Initial  Securities  for
Exchange  Securities  (assuming  that  such  Holder is not an  affiliate  of the
Company  within  the  meaning  of the  Securities  Act,  acquires  the  Exchange
Securities  in  the  ordinary  course  of  such  Holder's  business  and  has no
arrangements  with any person to participate in the distribution of the Exchange
Securities  and is not  prohibited by any law or policy of the  Commission  from
participating  in  the  Registered   Exchange  Offer)  to  trade  such  Exchange
Securities  from and after their receipt without any limitations or restrictions
under the Securities Act and without material  restrictions under the securities
laws of the several states of the United States.

         The Company  acknowledges that, pursuant to current  interpretations by
the Commission's  staff of Section 5 of the Securities Act, in the absence of an
applicable  exemption  therefrom,  (i)  each  Holder  which  is a  broker-dealer
electing to  exchange  Securities,  acquired  for its own account as a result of
market making activities or other trading  activities,  for Exchange  Securities
(an  "Exchanging  Dealer"),  is required to deliver a prospectus  containing the
information set forth in (a) Annex A hereto on the cover,  (b) Annex B hereto in
the "Exchange Offer Procedures"  section and the "Purpose of the Exchange Offer"
section  and (c) Annex C hereto in the "Plan of  Distribution"  section  of such
prospectus in connection with a sale of any such Exchange Securities received by
such  Exchanging  Dealer  pursuant to the Registered  Exchange Offer and (ii) an
Initial Purchaser that elects to sell Exchange  Securities  acquired in exchange
for Securities  constituting  any portion of an unsold  allotment is required to
deliver a prospectus  containing the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable,  in connection with such
sale.

         The  Company  shall use its best  efforts  to keep the  Exchange  Offer
Registration  Statement  effective and to amend and  supplement  the  prospectus
contained  therein,  in order to permit such prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons  must comply with such  requirements
in order to resell the Exchange Securities;  provided,  however, that (i) in the
case where such  prospectus  and any  amendment  or  supplement  thereto must be
delivered by an Exchanging Dealer or an Initial Purchaser,  such period shall be
the  lesser of 180 days and the date on which  all  Exchanging  Dealers  and the
Initial  Purchasers have sold all Exchange  Securities held by them (unless such
period is extended  pursuant to Section  3(j) below) and (ii) the Company  shall
make such prospectus and any amendment or supplement  thereto,  available to any
broker-dealer  for use in connection with any resale of any Exchange  Securities
for a period of not less than 180 days after the  consummation of the Registered
Exchange Offer (or such shorter period during which participating broker dealers
are required by law to deliver such prospectus).

         If, upon  consummation of the Registered  Exchange  Offer,  any Initial
Purchaser  holds  Initial  Securities  acquired  by it as  part  of its  initial
distribution,  the  Company,  simultaneously  with the  delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial  Purchaser upon the written request of such Initial  Purchaser,  in
exchange  (the  "Private  Exchange")  for the  Initial  Securities  held by such
Initial  Purchaser,  a like principal  amount of debt  securities of the Company
issued under the Indenture and identical in all material respects (including the
existence  of  restrictions  on  transfer  under  the  Securities  Act  and  the
securities  laws of the  several  states of the  United  States,  but  excluding
provisions relating to the matters described in Section 6 hereof) to the Initial
Securities (the "Private  Exchange  Securities").  The Initial  Securities,  the
Exchange  Securities and the Private Exchange Securities are herein collectively
called the "Securities".


                                       2

<PAGE>

         In connection with the Registered Exchange Offer, the Company shall:

                  (a) mail to each Holder a copy of the prospectus  forming part
         of  the  Exchange  Offer  Registration  Statement,   together  with  an
         appropriate letter of transmittal and related documents;

                  (b) keep the Registered  Exchange Offer open for not less than
         30 days (or  longer,  if  required  by  applicable  law) after the date
         notice thereof is mailed to the Holders;

                  (c) utilize the  services of a depositary  for the  Registered
         Exchange Offer with an address in the Borough of Manhattan, The City of
         New York, which may be the Trustee or an affiliate of the Trustee;

                  (d) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York time, on the last business day
         on which the Registered Exchange Offer shall remain open; and

                  (e) otherwise comply with all applicable laws.

         As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Company shall:

                  (x) accept for exchange all the  Securities  validly  tendered
         and not withdrawn  pursuant to the  Registered  Exchange  Offer and the
         Private Exchange;

                  (y) deliver to the Trustee  for  cancellation  all the Initial
         Securities so accepted for exchange; and

                  (z) cause the Trustee to authenticate  and deliver promptly to
         each Holder of the Initial  Securities,  Exchange Securities or Private
         Exchange  Securities,  as the case may be, equal in principal amount to
         the Initial Securities of such Holder so accepted for exchange.

         The  Indenture  will provide that the Exchange  Securities  will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities  will vote and consent  together on all matters as one class and that
none of the  Securities  will  have  the  right  to vote or  consent  as a class
separate from one another on any matter.

         Interest on each Exchange Security and Private Exchange Security issued
pursuant  to the  Registered  Exchange  Offer and in the Private  Exchange  will
accrue from the last  interest  payment  date on which  interest was paid on the
Initial Securities  surrendered in exchange therefor or, if no interest has been
paid on the Initial  Securities,  from the date of original issue of the Initial
Securities.

         Each Holder  participating  in the  Registered  Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered  Exchange Offer (i) any Exchange  Securities  received by such Holder
will be acquired in the ordinary course of business,  (ii) such Holder will have
no  arrangements  or  understanding  with  any  person  to  participate  in  the
distribution of the Securities or the Exchange  Securities within the meaning of
the  Securities  Act, (iii) such Holder is not an "affiliate" as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate,  such Holder
will comply with the  registration and prospectus  delivery  requirements of the
Securities  Act  to  the  extent  applicable,  (iv)  if  such  Holder  is  not a
broker-dealer,  that it is not engaged in, and does not intend to engage in, the
distribution   of  the  Exchange   Securities  and  (v)  if  such  Holder  is  a
broker-dealer,  that it will receive Exchange  Securities for its own account in
exchange for Initial  Securities that were acquired as a result of market-making
activities  or  other  trading  activities  and  that  it will  be  required  to
acknowledge  that it will deliver a prospectus in connection  with any resale of
such Exchange Securities.


                                       3
<PAGE>

         Notwithstanding  any other provisions  hereof,  the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus  forming part thereof and any supplement  thereto complies in all
material  respects  with  the  Securities  Act and  the  rules  and  regulations
thereunder,  (ii) any Exchange  Offer  Registration  Statement and any amendment
thereto does not, when it becomes  effective,  contain an untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated  therein or necessary in order to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

         2.  SHELF  REGISTRATION.  If,  (i)  because  of any change in law or in
applicable  interpretations thereof by the staff of the Commission,  the Company
is not  permitted to effect a Registered  Exchange  Offer,  as  contemplated  by
Section 1 hereof,  (ii) the Registered  Exchange Offer is not consummated within
220 days of the Issue Date, (iii) any Initial Purchaser so requests with respect
to the Initial  Securities (or the Private Exchange  Securities) not eligible to
be exchanged for Exchange  Securities in the Registered  Exchange Offer and held
by it following consummation of the Registered Exchange Offer or (iv) any Holder
(other  than  an  Exchanging  Dealer)  is not  eligible  to  participate  in the
Registered  Exchange  Offer  or,  in the  case  of any  Holder  (other  than  an
Exchanging  Dealer) that  participates in the Registered  Exchange  Offer,  such
Holder does not receive freely tradeable Exchange  Securities on the date of the
exchange, the Company shall take the following actions (the date on which any of
the  conditions  described  in the  foregoing  clauses (i)  through  (iv) occur,
including  in the case of  clauses  (iii) or (iv) the  receipt  of the  required
notice, being a "Trigger Date"):

                  (a) The Company shall, at its cost, as promptly as practicable
         (but in no event  more  than 30 days  after so  required  or  requested
         pursuant to this  Section 2 (such 30th day being a "Filing  Deadline"))
         file with the Commission and thereafter  shall use its reasonable  best
         efforts to cause to be declared effective no later than (1) in the case
         of clause (i) above,  180 days  after the  Closing  Date and (2) in the
         case of clause (ii), (iii) and (iv) above, 90 days after the applicable
         Trigger  Date (such 180th day or 90th day, as the case may be, being an
         "Effectiveness   Deadline")  a   registration   statement  (the  "Shelf
         Registration   Statement"   and,   together  with  the  Exchange  Offer
         Registration  Statement, a "Registration  Statement") on an appropriate
         form under the  Securities  Act  relating  to the offer and sale of the
         Transfer Restricted  Securities (as defined in Section 6 hereof) by the
         Holders  thereof  from time to time in  accordance  with the methods of
         distribution set forth in the Shelf Registration Statement and Rule 415
         under the  Securities  Act  (hereinafter,  the  "Shelf  Registration");
         provided,  however,  that no Holder  (other than an Initial  Purchaser)
         shall be  entitled  to have the  Securities  held by it covered by such
         Shelf Registration Statement unless such Holder agrees in writing to be
         bound  by all the  provisions  of  this  Agreement  applicable  to such
         Holder.

                  (b) The Company  shall use its best  efforts to keep the Shelf
         Registration  Statement  continuously  effective in order to permit the
         prospectus  included therein to be lawfully delivered by the Holders of
         the relevant Securities,  for a period of two years (or for such longer
         period if extended pursuant to Section 3(j) below) from the date of its
         effectiveness  or such shorter  period that will terminate when all the
         Securities  covered by the Shelf  Registration  Statement (i) have been
         sold  pursuant  thereto or (ii) can be sold  pursuant to Rule 144 under
         the Securities Act without any limitations  under clauses (c), (e), (f)
         and (h) of Rule 144.  The Company  shall be deemed not to have used its
         best efforts to keep the Shelf Registration  Statement effective during
         the  requisite  period if it  voluntarily  takes any action  that would
         result in Holders of Securities covered thereby not being able to offer
         and sell such  Securities  during  that  period,  unless such action is
         required by applicable law.

                  (c)  Notwithstanding any other provisions of this Agreement to
         the contrary,  the Company shall cause the Shelf Registration Statement
         and the related prospectus and any amendment or supplement  thereto, as
         of the effective date of the Shelf Registration Statement, amendment or
         supplement,  (i) to comply in all material respects with the applicable


                                       4

<PAGE>

         requirements of the Securities Act and the rules and regulations of the
         Commission  and (ii) not to contain any untrue  statement of a material
         fact or omit to state a material fact required to be stated  therein or
         necessary  in  order to make the  statements  therein,  in light of the
         circumstances under which they were made, not misleading.

         3. REGISTRATION  PROCEDURES.  In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent  applicable,  any Registered
Exchange Offer contemplated by Section 1 hereof, the following  provisions shall
apply:

                  (a) The Company  shall (i) furnish to each Initial  Purchaser,
         prior  to the  filing  thereof  with  the  Commission,  a  copy  of the
         Registration  Statement and each amendment thereof and each supplement,
         if any, to the  prospectus  included  therein and, in the event that an
         Initial  Purchaser (with respect to any portion of an unsold  allotment
         from the original offering) is participating in the Registered Exchange
         Offer or the Shelf  Registration  Statement,  the Company shall use its
         best efforts to reflect in each such  document,  when so filed with the
         Commission,  such  comments as such Initial  Purchaser  reasonably  may
         propose;  (ii) include the  information  set forth in Annex A hereto on
         the cover, in Annex B hereto in the "Exchange Offer Procedures" section
         and the "Purpose of the Exchange  Offer"  section and in Annex C hereto
         in the "Plan of Distribution"  section of the prospectus forming a part
         of  the  Exchange   Offer   Registration   Statement  and  include  the
         information  set forth in Annex D hereto in the  Letter of  Transmittal
         delivered pursuant to the Registered Exchange Offer; (iii) if requested
         by an Initial Purchaser,  include the information required by Items 507
         or 508 of Regulation  S-K under the Securities  Act, as applicable,  in
         the  prospectus  forming  a part  of the  Exchange  Offer  Registration
         Statement; (iv) include within the prospectus contained in the Exchange
         Offer Registration  Statement a section entitled "Plan of Distribution"
         reasonably acceptable to the Initial Purchasers,  which shall contain a
         summary  statement of the positions taken or policies made by the staff
         of the Commission with respect to the potential "underwriter" status of
         any  broker-dealer  that is the  beneficial  owner (as  defined in Rule
         13d-3  under the  Securities  Exchange  Act of 1934,  as  amended  (the
         "Exchange Act")) of Exchange  Securities received by such broker-dealer
         in the  Registered  Exchange Offer (a  "Participating  Broker-Dealer"),
         whether such positions or policies have been publicly  disseminated  by
         the staff of the  Commission  or such  positions  or  policies,  in the
         reasonable  judgment  of the  Initial  Purchasers  based upon advice of
         counsel (which may be in-house counsel), represent the prevailing views
         of the  staff  of the  Commission;  and  (v) in  the  case  of a  Shelf
         Registration Statement, include the names of the Holders who propose to
         sell Securities pursuant to the Shelf Registration Statement as selling
         securityholders.

                  (b) The  Company  shall  give  written  notice to the  Initial
         Purchasers,  the  Holders  of  the  Securities  and  any  Participating
         Broker-Dealer  from whom the Company has received  prior written notice
         that  it  will  be a  Participating  Broker-Dealer  in  the  Registered
         Exchange Offer (which notice pursuant to clauses (ii)-(vi) hereof shall
         be  accompanied  by an instruction to suspend the use of the prospectus
         until the requisite changes have been made):

                           (i) when the Registration  Statement or any amendment
                  thereto  has  been  filed  with  the  Commission  and when the
                  Registration Statement or any post-effective amendment thereto
                  has become effective;

                           (ii) of any request by the  Commission for amendments
                  or supplements to the Registration Statement or the prospectus
                  included therein or for additional information;

                           (iii) of the issuance by the  Commission  of any stop
                  order   suspending  the   effectiveness  of  the  Registration
                  Statement  or the  initiation  of  any  proceedings  for  that
                  purpose;

                           (iv)  of the  receipt  by the  Company  or its  legal
                  counsel of any notification  with respect to the suspension of
                  the   qualification   of  the   Securities  for  sale  in  any
                  jurisdiction   or  the   initiation  or   threatening  of  any
                  proceeding for such purpose;


                                       5
<PAGE>


                           (v) of the  happening of any event that  requires the
                  Company to make changes in the  Registration  Statement or the
                  prospectus  in order that the  Registration  Statement  or the
                  prospectus  do not contain an untrue  statement  of a material
                  fact nor omit to state a material  fact  required to be stated
                  therein or  necessary to make the  statements  therein (in the
                  case of the prospectus,  in light of the  circumstances  under
                  which they were made) not misleading; and

                           (vi)  of any  determination  by the  Company,  in the
                  exercise  of its  reasonable  judgment,  that it is not in the
                  best interests of the Company and its stockholders to disclose
                  a  possible  acquisition  or  business  combination  or  other
                  transaction,  business  development  or  event  involving  the
                  Company that may require  disclosure in the Shelf Registration
                  Statement,   or  if  required  to  be  kept  effective   after
                  consummation  of  the  Exchange  Offer,   the  Exchange  Offer
                  Registration  Statement.  In the event of such  determination,
                  the  Company  may  suspend  the  effectiveness  of  the  Shelf
                  Registration  Statement,  or if required to be kept  effective
                  after  consummation of the Exchange Offer,  the Exchange Offer
                  Registration  Statement,  for up to two  periods of no greater
                  than 30 days  each  during  any  365-day  period.  Any  notice
                  provided pursuant to this clause (vi) shall not be required to
                  disclose any such possible  acquisition,  business combination
                  or other  transaction,  business  development  or event if the
                  Company determines in the exercise of its reasonable  judgment
                  that  such  acquisition  or  business   combination  or  other
                  transaction,  business  development  or  event  should  remain
                  confidential.   Upon   the   abandonment,    consummation   or
                  termination   of  the   possible   acquisition   or   business
                  combination  or other  transaction,  business  development  or
                  event or the availability of the required financial statements
                  with   respect  to  a   possible   acquisition   or   business
                  combination,  the  suspension  of the use of the  Registration
                  Statement  shall cease and the Company shall  promptly  comply
                  with   Section   3(j)  hereof  and  notify  the  Holders  that
                  disposition of Transfer Restricted Securities may resume.

         (c) The  Company  shall  make  every  reasonable  effort to obtain  the
withdrawal  at  the  earliest   possible  time,  of  any  order  suspending  the
effectiveness of the Registration Statement.

         (d) The Company  shall  furnish to each Holder of  Securities  included
within the coverage of the Shelf Registration, without charge, at least one copy
of the Shelf Registration  Statement and any  post-effective  amendment thereto,
including financial statements and schedules,  and, if the Holder so requests in
writing,  all  exhibits  thereto  (including  those,  if  any,  incorporated  by
reference).

         (e) The  Company  shall  deliver  to each  Exchanging  Dealer  and each
Initial Purchaser,  and to any other Holder who so requests,  without charge, at
least  one  copy  of  the  Exchange   Offer   Registration   Statement  and  any
post-effective amendment thereto,  including financial statements and schedules,
and, if any Initial Purchaser or any such Holder requests,  all exhibits thereto
(including those incorporated by reference).

         (f) The Company shall, during the Shelf Registration Period, deliver to
each  Holder  of   Securities   included   within  the  coverage  of  the  Shelf
Registration,  without charge, as many copies of the prospectus  (including each
preliminary  prospectus)  included in the Shelf  Registration  Statement and any
amendment  or  supplement  thereto as such person may  reasonably  request.  The
Company consents, subject to the provisions of this Agreement, to the use of the
prospectus or any amendment or supplement thereto by each of the selling Holders
of the  Securities  in connection  with the offering and sale of the  Securities
covered by the prospectus,  or any amendment or supplement thereto,  included in
the Shelf Registration Statement.

         (g) The Company shall deliver to each Initial Purchaser, any Exchanging
Dealer,  any  Participating  Broker-Dealer  and such other  persons  required to
deliver a prospectus following the Registered Exchange Offer, without charge, as
many copies of the final prospectus  included in the Exchange Offer Registration
Statement and any amendment or supplement thereto as such persons may reasonably


                                       6

<PAGE>


request. The Company consents,  subject to the provisions of this Agreement,  to
the use of the prospectus or any amendment or supplement  thereto by any Initial
Purchaser, if necessary, any Participating  Broker-Dealer and such other persons
required to deliver a prospectus  following  the  Registered  Exchange  Offer in
connection with the offering and sale of the Exchange  Securities covered by the
prospectus,  or any amendment or supplement  thereto,  included in such Exchange
Offer Registration Statement.

         (h) Prior to any public  offering  of the  Securities  pursuant  to any
Registration Statement,  the Company shall register or qualify or cooperate with
the Holders of the Securities  included therein and their respective  counsel in
connection with the  registration or  qualification  of the Securities for offer
and sale under the  securities  or "blue sky" laws of such  states of the United
States as any Holder of the Securities reasonably requests in writing and do any
and all other acts or things necessary or advisable to enable the offer and sale
in such jurisdictions of the Securities covered by such Registration  Statement;
provided,  however,  that the  Company  shall  not be  required  to (i)  qualify
generally to do business in any  jurisdiction  where it is not then so qualified
or (ii) take any action which would subject it to general  service of process or
to taxation in any jurisdiction where it is not then so subject.

         (i) The Company shall  cooperate  with the Holders of the Securities to
facilitate the timely preparation and delivery of certificates  representing the
Securities  to be  sold  pursuant  to any  Registration  Statement  free  of any
restrictive  legends and in such  denominations  and registered in such names as
the  Holders  may  request a  reasonable  period  of time  prior to sales of the
Securities pursuant to such Registration Statement.

         (j) Upon the occurrence of any event  contemplated  by paragraphs  (ii)
through  (vi) of Section  3(b) above  during the period for which the Company is
required to maintain an  effective  Registration  Statement,  the Company  shall
promptly  prepare  and  file a  post-effective  amendment  to  the  Registration
Statement  or a  supplement  to the related  prospectus  and any other  required
document  so that,  as  thereafter  delivered  to Holders of the  Securities  or
purchasers of Securities, the prospectus will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made,  not  misleading.  If the  Company  notifies  the  Initial
Purchasers,   the  Holders  of  the  Securities  and  any  known   Participating
Broker-Dealer  in accordance  with  paragraphs (ii) through (vi) of Section 3(b)
above to suspend the use of the  prospectus  until the requisite  changes to the
prospectus  have been made,  then the  Initial  Purchasers,  the  Holders of the
Securities and any such Participating  Broker-Dealers  shall suspend use of such
prospectus,  and the period of effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange Offer Registration Statement
provided  for in Section 1 above  shall each be  extended  by the number of days
from and  including  the date of the giving of such notice to and  including the
date when the Initial  Purchasers,  the Holders of the  Securities and any known
Participating  Broker-Dealer  shall have received  such amended or  supplemented
prospectus  pursuant to this Section 3(j) or shall have received  written notice
from the Company that the  prospectus  is again usable or the Company shall have
notified such Holders that  disposition of such Transfer  Restricted  Securities
may resume under the existing prospectus

         (k) Not later than the effective  date of the  applicable  Registration
Statement,  the Company will provide a CUSIP number for the Initial  Securities,
the Exchange Securities or the Private Exchange Securities,  as the case may be,
and provide the  applicable  trustee with printed  certificates  for the Initial
Securities,  the Exchange Securities or the Private Exchange Securities,  as the
case may be, in a form eligible for deposit with The Depository Trust Company.

         (l) The  Company  will  comply  with all rules and  regulations  of the
Commission to the extent and so long as they are  applicable  to the  Registered
Exchange Offer or the Shelf  Registration  and will make generally  available to
its security  holders (or otherwise  provide in accordance with Section 11(a) of
the Securities Act) an earnings  statement  satisfying the provisions of Section
11(a) of the  Securities  Act, no later than 45 days after the end of a 12-month








                                       7

<PAGE>

period (or 90 days,  if such period is a fiscal year)  beginning  with the first
month of the Company's first fiscal quarter  commencing after the effective date
of the Registration Statement, which statement shall cover such 12-month period.

         (m) The Company  shall cause the  Indenture to be  qualified  under the
Trust Indenture Act of 1939, as amended,  in a timely manner and containing such
changes, if any, as shall be necessary for such qualification. In the event that
such  qualification  would  require the  appointment  of a new trustee under the
Indenture,  the Company shall appoint a new trustee  thereunder  pursuant to the
applicable provisions of the Indenture.

         (n) The  Company  may  require  each  Holder of  Securities  to be sold
pursuant to the Shelf  Registration  Statement  to furnish to the  Company  such
information  regarding the Holder and the  distribution of the Securities as the
Company  may from time to time  reasonably  require for  inclusion  in the Shelf
Registration  Statement,  and the Company may exclude from such registration the
Securities  of any Holder that  unreasonably  fails to furnish such  information
within a reasonable time after receiving such request.

         (o) The Company shall enter into such customary agreements  (including,
if requested,  an  underwriting  agreement in customary  form) and take all such
other action,  if any, as any Holder of the Securities shall reasonably  request
in order to facilitate the  disposition of the Securities  pursuant to any Shelf
Registration.

         (p) In the case of any Shelf  Registration,  the Company shall (i) make
reasonably  available  for  inspection  by the  Holders of the  Securities,  any
underwriter  participating in any disposition pursuant to the Shelf Registration
Statement and any attorney, accountant or other agent retained by the Holders of
the Securities or any such underwriter all relevant financial and other records,
pertinent  corporate  documents and properties of the Company and (ii) cause the
Company's officers, directors, employees, accountants and auditors to supply all
relevant  information  reasonably  requested by the Holders of the Securities or
any such underwriter, attorney, accountant or agent in connection with the Shelf
Registration Statement, in each case, as shall be reasonably necessary to enable
such  persons,  to conduct a  reasonable  investigation  within  the  meaning of
Section  11 of  the  Securities  Act;  provided,  however,  that  the  foregoing
inspection  and  information  gathering  shall be  coordinated  on behalf of the
Initial  Purchasers  by you and on behalf of the other  parties,  by one counsel
designated  by and on behalf of such  other  parties as  described  in Section 4
hereof and  provided  further  that the  foregoing  inspection  and  information
gathering shall be subject to reasonable  confidentiality  procedures instituted
by the Company.

         (q) In the case of any Shelf  Registration,  the Company, if reasonably
requested  by any Holder of  Securities  covered  thereby,  shall  cause (i) its
counsel to deliver an opinion and updates thereof  relating to the Securities in
customary form addressed to such Holders and the managing underwriters,  if any,
thereof and dated,  in the case of the initial  opinion,  the effective  date of
such  Shelf  Registration  Statement  (it being  agreed  that the  matters to be
covered by such opinion shall include, without limitation, the due incorporation
and good standing of the Company and its subsidiaries;  the qualification of the
Company and its subsidiaries to transact business as foreign  corporations;  the
due authorization,  execution and delivery of the relevant agreement of the type
referred  to  in  Section  3(o)  hereof;  the  due   authorization,   execution,
authentication  and  issuance,  and  the  validity  and  enforceability,  of the
applicable Securities; the absence of material legal or governmental proceedings
involving  the  Company  and  its  subsidiaries;  the  absence  of  governmental
approvals  required  to be obtained in  connection  with the Shelf  Registration
Statement, the offering and sale of the applicable Securities,  or any agreement
of the type  referred to in Section 3(o) hereof;  the  compliance  as to form of
such Shelf  Registration  Statement and any documents  incorporated by reference
therein and of the Indenture with the requirements of the Securities Act and the
Trust Indenture Act, respectively;  and, as of the date of the opinion and as of
the  effective  date  of  the  Shelf  Registration   Statement  or  most  recent
post-effective  amendment  thereto,  as the case may be, the  absence  from such
Shelf  Registration  Statement  and the  prospectus  included  therein,  as then
amended  or  supplemented,  and from any  documents  incorporated  by  reference








                                       8

<PAGE>

therein of an untrue  statement  of a  material  fact or the  omission  to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not  misleading (in the case of any such  documents,  in the
light of the  circumstances  existing at the time that such documents were filed
with the Commission  under the Exchange  Act);  (ii) its officers to execute and
deliver all customary  documents and certificates and updates thereof  requested
by any  underwriters  of the  applicable  Securities  and (iii) its  independent
public  accountants  to  provide  to  the  selling  Holders  of  the  applicable
Securities and any  underwriter  therefor a comfort letter in customary form and
covering  matters  of  the  type  customarily  covered  in  comfort  letters  in
connection  with  primary   underwritten   offerings,   subject  to  receipt  of
appropriate  documentation as contemplated,  and only if permitted, by Statement
of Auditing Standards No. 72.

         (r) In the case of the Registered  Exchange  Offer, if requested by any
Initial Purchaser or any known  Participating  Broker-Dealer,  the Company shall
cause (i) its counsel to deliver to such Initial Purchaser or such Participating
Broker-Dealer  a signed  opinion  in the form set forth in  Section  6(c) of the
Purchase  Agreement  with such changes as are customary in  connection  with the
preparation  of  a  Registration  Statement  and  (ii)  its  independent  public
accountants  to  deliver  to  such  Initial  Purchaser  or  such   Participating
Broker-Dealer a comfort letter,  in customary form,  meeting the requirements as
to the substance thereof as set forth in Section 6(a) of the Purchase Agreement,
with appropriate date changes.

         (s) If a  Registered  Exchange  Offer or a  Private  Exchange  is to be
consummated,  upon delivery of the Initial  Securities by Holders to the Company
(or to such  other  Person as  directed  by the  Company)  in  exchange  for the
Exchange Securities or the Private Exchange Securities,  as the case may be, the
Company  shall  mark,  or caused to be  marked,  on the  Initial  Securities  so
exchanged  that such Initial  Securities  are being canceled in exchange for the
Exchange Securities or the Private Exchange  Securities,  as the case may be; in
no event shall the Initial Securities be marked as paid or otherwise satisfied.

         (t)  The  Company  will  use its  best  efforts  to (a) if the  Initial
Securities have been rated prior to the initial sale of such Initial Securities,
confirm  such  ratings will apply to the  Securities  covered by a  Registration
Statement, or (b) if the Initial Securities were not previously rated, cause the
Securities covered by a Registration  Statement to be rated with the appropriate
rating agencies, if so requested by Holders of a majority in aggregate principal
amount of Securities covered by such Registration  Statement, or by the managing
underwriters, if any.

         (u) In the event that any  broker-dealer  registered under the Exchange
Act  shall   underwrite  any  Securities  or  participate  as  a  member  of  an
underwriting  syndicate or selling group or "assist in the distribution" (within
the meaning of the Conduct  Rules (the "Rules") of the National  Association  of
Securities  Dealers,  Inc.  ("NASD"))  thereof,  whether  as a  Holder  of  such
Securities  or as an  underwriter,  a  placement  or sales  agent or a broker or
dealer  in  respect  thereof,  or  otherwise,   the  Company  will  assist  such
broker-dealer  in  complying  with the  requirements  of such Rules,  including,
without limitation, by (i) if such Rules, including Rule 2720, shall so require,
engaging a  "qualified  independent  underwriter"  (as  defined in Rule 2720) to
participate in the preparation of the  Registration  Statement  relating to such
Securities, to exercise usual standards of due diligence in respect thereto and,
if any portion of the offering contemplated by such Registration Statement is an
underwritten  offering  or is made  through  a  placement  or  sales  agent,  to
recommend the yield of such  Securities,  (ii)  indemnifying  any such qualified
independent  underwriter to the extent of the  indemnification  of  underwriters
provided  in  Section 5 hereof  and (iii)  providing  such  information  to such
broker-dealer as may be required in order for such  broker-dealer to comply with
the requirements of the Rules.

         (v) The  Company  shall use its best  efforts  to take all other  steps
necessary to effect the registration of the Securities covered by a Registration
Statement contemplated hereby.










                                       9

<PAGE>

         4. REGISTRATION  EXPENSES. The Company shall bear all fees and expenses
incurred in connection with the performance of its obligations  under Sections 1
through 3 hereof (including the reasonable fees and expenses, if any, of Cravath
Swaine & Moore LLP, counsel for the Initial  Purchasers,  incurred in connection
with the Registered  Exchange  Offer),  whether or not the  Registered  Exchange
Offer or a Shelf Registration is filed or becomes  effective,  and, in the event
of a Shelf  Registration,  shall bear or reimburse the Holders of the Securities
covered thereby for the reasonable fees and disbursements of one firm of counsel
designated  by the  Holders of a majority  in  principal  amount of the  Initial
Securities  covered  thereby to act as counsel  for the  Holders of the  Initial
Securities in connection therewith.

         5.  INDEMNIFICATION.  (a) The Issuer and each Guarantor agree,  jointly
and severally, to indemnify and hold harmless each Holder of the Securities, any
Participating Broker-Dealer and each person, if any, who controls such Holder or
such Participating Broker-Dealer within the meaning of the Securities Act or the
Exchange Act (each Holder, any Participating  Broker-Dealer and such controlling
persons are referred to  collectively  as the  "Indemnified  Parties")  from and
against any losses,  claims,  damages or liabilities,  joint or several,  or any
actions in respect thereof (including,  but not limited to, any losses,  claims,
damages,  liabilities  or  actions  relating  to  purchases  and  sales  of  the
Securities)  to which  each  Indemnified  Party  may  become  subject  under the
Securities Act, the Exchange Act or otherwise,  insofar as such losses,  claims,
damages,  liabilities  or  actions  arise  out of or are based  upon any  untrue
statement  or  alleged  untrue  statement  of a  material  fact  contained  in a
Registration  Statement or prospectus or in any amendment or supplement  thereto
or in any preliminary prospectus relating to a Shelf Registration,  or arise out
of, or are based  upon,  the  omission or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  and shall  reimburse,  as  incurred,  the  Indemnified
Parties  for  any  legal  or  other  expenses  reasonably  incurred  by  them in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability or action in respect thereof; provided,  however, that (i) neither the
Issuer nor any  Guarantor  shall be liable in any such case to the  extent  that
such loss, claim,  damage or liability arises out of or is based upon any untrue
statement or alleged untrue  statement or omission or alleged omission made in a
Registration  Statement or prospectus or in any amendment or supplement  thereto
or in any preliminary  prospectus  relating to a Shelf  Registration in reliance
upon and in conformity  with written  information  pertaining to such Holder and
furnished  to the  Issuer  by or on  behalf  of  such  Holder  specifically  for
inclusion  therein and (ii) with respect to any untrue  statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating
to a Shelf Registration  Statement,  the indemnity  agreement  contained in this
subsection  (a) shall not inure to the  benefit of any  Holder or  Participating
Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned,  to the extent that a prospectus
relating  to such  Securities  was  required to be  delivered  by such Holder or
Participating  Broker-Dealer  under the Securities  Act in connection  with such
purchase  and any such  loss,  claim,  damage  or  liability  of such  Holder or
Participating  Broker-Dealer  results  from the fact that  there was not sent or
given to such  person,  at or prior to the written  confirmation  of the sale of
such Securities to such person, a copy of the final prospectus if the Issuer had
previously   furnished   copies   thereof  to  such   Holder  or   Participating
Broker-Dealer;  provided further, however, that this indemnity agreement will be
in addition to any liability  which the Issuer or a Guarantor may otherwise have
to such Indemnified Party. The Issuer and each Guarantor shall also, jointly and
severally, indemnify underwriters,  their officers and directors and each person
who controls such  underwriters  within the meaning of the Securities Act or the
Exchange  Act  to  the  same  extent  as  provided  above  with  respect  to the
indemnification of the Holders of the Securities if requested by such Holders.

         (b) Each Holder of the  Securities,  severally  and not  jointly,  will
indemnify  and hold harmless the Issuer and each  Guarantor and each person,  if
any, who controls the Issuer or a Guarantor within the meaning of the Securities
Act or the  Exchange  Act  from and  against  any  losses,  claims,  damages  or
liabilities  or any  actions  in  respect  thereof,  to which the  Issuer or any
Guarantor,  or  any  such  controlling  person  may  become  subject  under  the
Securities Act, the Exchange Act or otherwise,  insofar as such losses,  claims,
damages,  liabilities  or  actions  arise  out of or are based  upon any  untrue
statement  or  alleged  untrue  statement  of a  material  fact  contained  in a
Registration  Statement or prospectus or in any amendment or supplement  thereto
or in any preliminary prospectus relating to a Shelf Registration,  or arise out
of or are  based  upon the  omission  or  alleged  omission  to state  therein a
material fact necessary to make the statements  therein not  misleading,  but in
each case only to the extent  that the untrue  statement  or omission or alleged
untrue  statement or omission was made in reliance upon and in  conformity  with

                                       10
<PAGE>

written information  pertaining to such Holder and furnished to the Issuer by or
on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth  immediately  preceding this clause,  shall  reimburse,  as
incurred,  the Issuer or a Guarantor for any legal or other expenses  reasonably
incurred  by the  Issuer  or a  Guarantor  or any  such  controlling  person  in
connection with investigating or defending any loss, claim, damage, liability or
action in respect thereof.  This indemnity  agreement will be in addition to any
liability  which such Holder may otherwise  have to the Issuer or a Guarantor or
any of their respective controlling persons.

         (c) Promptly after receipt by an indemnified party under this Section 5
of  notice  of the  commencement  of  any  action  or  proceeding  (including  a
governmental investigation),  such indemnified party will, if a claim in respect
thereof is to be made  against  the  indemnifying  party  under this  Section 5,
notify the indemnifying  party of the commencement  thereof;  but the failure to
notify the indemnifying  party shall not relieve the indemnifying party from any
liability  that it may have  under  subsection  (a) or (b)  above  except to the
extent  that it has  been  materially  prejudiced  (through  the  forfeiture  of
substantive  rights or defenses) by such failure;  and provided further that the
failure to notify the indemnifying party shall not relieve it from any liability
that it may have to an indemnified  party otherwise than under subsection (a) or
(b) above. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled  to  participate  therein  and, to the extent that it may
wish, jointly with any other indemnifying  party similarly  notified,  to assume
the defense thereof,  with counsel  reasonably  satisfactory to such indemnified
party (who shall not,  except  with the  consent of the  indemnified  party,  be
counsel to the indemnifying party), and after notice from the indemnifying party
to such  indemnified  party of its election so to assume the defense thereof the
indemnifying  party  will not be liable to such  indemnified  party  under  this
Section  5 for any  legal or other  expenses,  other  than  reasonable  costs of
investigation,  subsequently  incurred by such  indemnified  party in connection
with the defense thereof. No indemnifying party shall, without the prior written
consent of the  indemnified  party,  effect  any  settlement  of any  pending or
threatened  action in  respect of which any  indemnified  party is or could have
been a party and indemnity could have been sought  hereunder by such indemnified
party  unless such  settlement  (i)  includes an  unconditional  release of such
indemnified  party from all liability on any claims that are the subject  matter
of such  action,  and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any indemnified party.

         (d)  If  the  indemnification   provided  for  in  this  Section  5  is
unavailable  or  insufficient  to  hold  harmless  an  indemnified  party  under
subsections (a) or (b) above, then each  indemnifying  party shall contribute to
the amount paid or payable by such indemnified  party as a result of the losses,
claims,  damages or liabilities (or actions in respect  thereof)  referred to in
subsection (a) or (b) above (i) in such  proportion as is appropriate to reflect
the relative benefits  received by the indemnifying  party or parties on the one
hand and the indemnified party on the other from the exchange of the Securities,
pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by
the foregoing  clause (i) is not permitted by applicable law, in such proportion
as is  appropriate  to reflect  not only the  relative  benefits  referred to in
clause  (i)  above  but also the  relative  fault of the  indemnifying  party or
parties  on the one hand and the  indemnified  party on the other in  connection
with the statements or omissions that resulted in such losses,  claims,  damages
or  liabilities  (or actions in respect  thereof) as well as any other  relevant
equitable considerations.  The relative fault of the parties shall be determined
by  reference  to,  among other  things,  whether  the untrue or alleged  untrue
statement  of a material  fact or the  omission  or alleged  omission to state a
material fact relates to information  supplied by the Company on the one hand or
such Holder or such other  indemnified  party, as the case may be, on the other,
and  the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses,  claims,  damages or liabilities
referred  to in the first  sentence  of this  subsection  (d) shall be deemed to
include any legal or other  expenses  reasonably  incurred  by such  indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d).  Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities  shall not be required to contribute
any amount in excess of the amount by which the net  proceeds  received  by such
Holders from the sale of the  Securities  pursuant to a  Registration  Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of such untrue or alleged untrue  statement or omission or alleged
omission. No person guilty of fraudulent  misrepresentation  (within the meaning


                                       11

<PAGE>

of Section 11(f) of the Securities Act) shall be entitled to  contribution  from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person,  if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such  indemnified  party and each person,  if any, who
controls the Issuer or a Guarantor  within the meaning of the  Securities Act or
the  Exchange  Act shall have the same rights to  contribution  as the Issuer or
applicable Guarantor.

         (e) The  agreements  contained in this Section 5 shall survive the sale
of the Securities pursuant to a Registration  Statement and shall remain in full
force  and  effect,  regardless  of any  termination  or  cancellation  of  this
Agreement or any investigation made by or on behalf of any indemnified party.

         6.  ADDITIONAL  INTEREST  UNDER CERTAIN  CIRCUMSTANCES.  (a) Additional
interest (the  "Additional  Interest")  with respect to the Securities  shall be
assessed  as follows if any of the  following  events  occur (each such event in
clauses (i) through (iii) below, a "Registration Default":

                  (i) any Registration  Statement  required by this Agreement is
         not filed  with the  Commission  on or prior to the  applicable  Filing
         Deadline;

                  (ii) any Registration  Statement required by this Agreement is
         not declared  effective by the Commission on or prior to the applicable
         Effectiveness Deadline;

                  (iii) the Registered  Exchange Offer has not been  consummated
         on or prior to the Consummation Deadline; or

                  (iv) If after either the Exchange Offer Registration Statement
         or the Shelf  Registration  Statement  is declared  effective  (A) such
         Registration  Statement thereafter ceases to be effective;  or (B) such
         Registration  Statement or the related  prospectus  ceases to be usable
         (except as permitted in paragraph  (b)) in  connection  with resales of
         Transfer  Restricted  Securities  during the periods  specified  herein
         because  either (1) any event  occurs as a result of which the  related
         prospectus  forming part of such  Registration  Statement would include
         any untrue  statement of a material  fact or omit to state any material
         fact  necessary  to make the  statements  therein  in the  light of the
         circumstances  under  which  they were made not  misleading,  or (2) it
         shall be necessary to amend such  Registration  Statement or supplement
         the  related  prospectus,  to  comply  with the  Securities  Act or the
         Exchange Act or the respective rules thereunder.

         Each of the foregoing will constitute a Registration  Default  whatever
the reason for any such event and whether it is voluntary or  involuntary  or is
beyond the control of the Company or pursuant to operation of law or as a result
of any action or inaction by the Commission.

Additional  Interest shall accrue on the Securities  over and above the interest
set forth in the title of the  Securities  from and  including the date on which
any such Registration Default shall occur to but excluding the date on which all
such  Registration  Defaults have been cured,  at a rate of 0.50% per annum (the
"Additional  Interest Rate") for the first 90-day period  immediately  following
the occurrence of such Registration  Default. The Additional Interest Rate shall
increase by an additional  0.50% with respect to each  subsequent  90-day period
until all  Registration  Defaults  have been cured,  up to a maximum  Additional
Interest Rate of 2.0%.

         (b) A Registration  Default referred to in Section  6(a)(iii)(B) hereof
shall be deemed not to have  occurred and be  continuing  in relation to a Shelf
Registration  Statement  or the  related  prospectus  if (i)  such  Registration
Default has  occurred  solely as a result of (x) the filing of a  post-effective
amendment to such Shelf  Registration  Statement to  incorporate  annual audited
financial  information  with  respect to the Company  where such  post-effective
amendment  is not yet  effective  and needs to be declared  effective  to permit
Holders to use the related prospectus or (y) other material events, with respect
to the  Company  that would  need to be  described  in such  Shelf  Registration
Statement  or the related  prospectus  and (ii) in the case of clause  (y),  the
Company is  proceeding  promptly and in good faith to amend or  supplement  such





                                       12

<PAGE>


Shelf  Registration  Statement  and related  prospectus to describe such events;
provided,  however,  that in any case if such Registration  Default occurs for a
continuous period in excess of 30 days,  Additional Interest shall be payable in
accordance  with the  above  paragraph  from the day such  Registration  Default
occurs until such Registration Default is cured.

         (c) Any amounts of Additional Interest due pursuant to clause (i), (ii)
or (iii) of Section  6(a) above will be payable in cash on the regular  interest
payment dates with respect to the Initial  Securities.  The amount of Additional
Interest will be determined by multiplying  the applicable  Additional  Interest
rate by the principal  amount of the Securities,  multiplied by a fraction,  the
numerator  of which is the  number of days  such  Additional  Interest  rate was
applicable  during  such  period  (determined  on the  basis of a  360-day  year
comprised of twelve 30-day months), and the denominator of which is 360.

         (d) Transfer  Restricted  Securities" means each Security until (i) the
date on  which  such  Security  has been  exchanged  by a  person  other  than a
broker-dealer  for a freely  transferable  Exchange  Security in the  Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange  Offer of an Initial  Security for an Exchange  Note, the date on which
such Exchange  Note is sold to a purchaser who receives from such  broker-dealer
on or prior to the date of such sale a copy of the  prospectus  contained in the
Exchange Offer Registration Statement, (iii) the date on which such Security has
been  effectively  registered  under  the  Securities  Act  and  disposed  of in
accordance with the Shelf Registration  Statement or (iv) the date on which such
Security is distributed to the public  pursuant to Rule 144 under the Securities
Act or is saleable pursuant to Rule 144(k) under the Securities Act.

         7. RULES 144 AND 144A.  The Company  shall use its best efforts to file
the reports required to be filed by it under the Securities Act and the Exchange
Act in a timely  manner and, if at any time the Company is not  required to file
such  reports,  it will,  upon the  request  of any Holder of  Securities,  make
publicly  available  other  information  so long as necessary to permit sales of
their securities  pursuant to Rules 144 and 144A. The Company  covenants that it
will take  such  further  action as any  Holder  of  Securities  may  reasonably
request,  all to the extent  required from time to time to enable such Holder to
sell  Securities  without  registration  under the  Securities  Act  within  the
limitation  of the  exemptions  provided  by Rules 144 and 144A  (including  the
requirements  of Rule  144A(d)(4)).  The  Company  will  provide  a copy of this
Agreement to  prospective  purchasers  of Initial  Securities  identified to the
Company by the Initial  Purchasers upon request.  Upon the request of any Holder
of Initial  Securities,  the  Company  shall  deliver  to such  Holder a written
statement as to whether it has complied with such requirements.  Notwithstanding
the foregoing,  nothing in this Section 7 shall be deemed to require the Company
to register any of its securities pursuant to the Exchange Act.

         8.  UNDERWRITTEN  REGISTRATIONS.  If  any of  the  Transfer  Restricted
Securities  covered by any Shelf  Registration are to be sold in an underwritten
offering,  the investment  banker or investment  bankers and manager or managers
that will administer the offering ("Managing  Underwriters") will be selected by
the  Holders  of a  majority  in  aggregate  principal  amount of such  Transfer
Restricted  Securities  to be included in such  offering and will be  reasonably
acceptable to the Company.

         No person may participate in any  underwritten  registration  hereunder
unless  such  person  (i)  agrees  to sell  such  person's  Transfer  Restricted
Securities on the basis  reasonably  provided in any  underwriting  arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes  and executes  all  questionnaires,  powers of attorney,  indemnities,
underwriting  agreements and other documents reasonably required under the terms
of such underwriting arrangements.

         9. MISCELLANEOUS.

         (a) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended,  modified or  supplemented,  and waivers or consents to departures from
the  provisions  hereof may not be given,  except by the Company and the written
consent of the  Holders  of a majority  in  principal  amount of the  Securities
affected by such amendment, modification, supplement, waiver or consents.






                                       13

<PAGE>


         (b)  NOTICES.  All notices  and other  communications  provided  for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

                  (1) if to a Holder  of the  Securities,  at the  most  current
address given by such Holder to the Company.

                  (2) if to the Initial Purchaser, a single notice addressed to:

                           Credit Suisse First Boston LLC
                           Eleven Madison Avenue
                           New York, NY 10010-3629
                           Fax No.:  (212) 325-8278
                           Attention:  Transactions Advisory Group

         with a copy to:

                           Cravath, Swaine & Moore LLP
                           Worldwide Plaza
                           825 Eighth Avenue
                           New York, NY 10019-7475
                           Fax No.:  (212) 474-3700
                           Attention:  William J. Whelan, III

                  (3) if to the Company, at its address as follows:

                           Columbus McKinnon Corporation
                           140 John James Audubon Parkway
                           Amherst, NY 14228-1197
                           Fax No.:  (716) 689-5598
                           Attention:  Corporate Secretary

         with a copy to:

                           Hodgson Russ LLP
                           One M&T Plaza
                           Suite 2000
                           Buffalo, NY 14203-2391
                           Fax No.:  (716) 849-0349
                           Attention:  Robert J. Olivieri

         All such notices and  communications  shall be deemed to have been duly
given as follows: at the time delivered by hand, if personally delivered;  three
business days after being  deposited in the mail,  postage  prepaid,  if mailed;
when receipt is acknowledged by recipient's  facsimile machine operator, if sent
by facsimile  transmission;  and on the day delivered,  if sent by overnight air
courier guaranteeing next day delivery.

         (c) NO  INCONSISTENT  AGREEMENTS.  The  Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities  that is  inconsistent  with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

         (d)  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon the
Company and its successors and assigns.










                                       14

<PAGE>


         (e)  COUNTERPARTS.  This  Agreement  may be  executed  in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

         (f) HEADINGS.  The headings in this  Agreement are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

         (g) GOVERNING Law. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED
IN  ACCORDANCE  WITH,  THE  LAWS OF THE  STATE  OF NEW YORK  WITHOUT  REGARD  TO
PRINCIPLES OF CONFLICTS OF LAWS.

         (h)  SEVERABILITY.  If any  one or  more  of the  provisions  contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or  unenforceable,  the  validity,  legality  and  enforceability  of  any  such
provision  in every other  respect  and of the  remaining  provisions  contained
herein shall not be affected or impaired thereby.

         (i) SECURITIES HELD BY THE COMPANY. Whenever the consent or approval of
Holders of a specified  percentage of principal amount of Securities is required
hereunder,  Securities  held  by the  Company  or  its  affiliates  (other  than
subsequent  Holders of  Securities if such  subsequent  Holders are deemed to be
affiliates  solely by reason of their holdings of such Securities)  shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

         (j)  THIRD  PARTY  BENEFICIARIES.  The  Holders  shall be  third  party
beneficiaries to the agreements made hereunder  between the Company,  on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such  agreements  directly to the extent they may deem such  enforcement
necessary  or  advisable  to  protect  their  rights or the  rights  of  Holders
hereunder.

         (k) COMMENCEMENT OF AGREEMENT.  The rights and obligations hereunder of
the Company,  the  Guarantors and the Initial  Purchasers  shall not commence or
become  effective until the sale of delivery of the Offered  Securities has been
completed  on the Closing Date  pursuant to the terms of the Purchase  Agreement
(the terms "Offered Securities" and "Closing Date" have the meanings assigned to
them in the Purchase Agreement).


























                                       15

<PAGE>


         If the  foregoing  is in  accordance  with  your  understanding  of our
agreement,  please sign and return to the Issuer a counterpart hereof, whereupon
this instrument,  along with all  counterparts,  will become a binding agreement
among  the  several  Initial  Purchasers,  the  Issuer  and  the  Guarantors  in
accordance with its terms.

                                    Very truly yours,

                                    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


                                    By:

                                    -----------------------------------------
                                    Name: Romain Thillens
                                    Title: Manager - B 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











                                       16

<PAGE>



Theforegoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

CREDIT SUISSE FIRST BOSTON LLC
FLEET SECURITIES, INC.

by:  CREDIT SUISSE FIRST BOSTON LLC




         By:/S/
            -------------------------------------
            Name:
            Title:





































                                       17

<PAGE>



                                                                         ANNEX A




         Each  broker-dealer  that  receives  Exchange  Securities  for  its own
account  pursuant to the Exchange Offer must  acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning  of the  Securities  Act.  This  Prospectus,  as it may  be  amended  or
supplemented  from time to time,  may be used by a  broker-dealer  in connection
with resales of Exchange  Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making  activities  or other trading  activities.  The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus  available to any  broker-dealer for use in connection
with any such resale. See "Plan of Distribution."






































<PAGE>


                                                                         ANNEX B


         Each  broker-dealer  that  receives  Exchange  Securities  for  its own
account in exchange for Initial  Securities,  where such Initial Securities were
acquired by such broker-dealer as a result of market-making  activities or other
trading  activities,  must  acknowledge  that it will  deliver a  prospectus  in
connection  with  any  resale  of  such  Exchange   Securities.   See  "Plan  of
Distribution."
















































<PAGE>

                                                                         ANNEX C


                              PLAN OF DISTRIBUTION

         Each  broker-dealer  that  receives  Exchange  Securities  for  its own
account  pursuant to the Exchange Offer must  acknowledge that it will deliver a
prospectus  in  connection  with any resale of such  Exchange  Securities.  This
Prospectus,  as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities.  The Company has
agreed that,  for a period of 180 days after the  Expiration  Date, it will make
this prospectus, as amended or supplemented,  available to any broker-dealer for
use in connection with any such resale.  In addition,  until , 200 , all dealers
effecting  transactions in the Exchange  Securities may be required to deliver a
prospectus.(1)

         The Company  will not receive  any  proceeds  from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account  pursuant to the Exchange  Offer may be sold from time to time
in one or  more  transactions  in the  over-the-counter  market,  in  negotiated
transactions,  through the writing of options on the  Exchange  Securities  or a
combination of such methods of resale,  at market prices  prevailing at the time
of resale,  at prices  related to such  prevailing  market  prices or negotiated
prices.  Any such  resale may be made  directly to  purchasers  or to or through
brokers or dealers who may receive  compensation  in the form of  commissions or
concessions  from any such  broker-dealer or the purchasers of any such Exchange
Securities.  Any  broker-dealer  that  resells  Exchange  Securities  that  were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an  "underwriter"  within the meaning of the Securities Act and any
profit  on any  such  resale  of  Exchange  Securities  and  any  commission  or
concessions  received  by any such  persons  may be  deemed  to be  underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging   that  it  will  deliver  and  by  delivering  a  prospectus,   a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

         For a period of 180 days after the  Expiration  Date the  Company  will
promptly  send  additional  copies  of  this  Prospectus  and any  amendment  or
supplement to this Prospectus to any broker-dealer  that requests such documents
in the  Letter of  Transmittal.  The  Company  has  agreed  to pay all  expenses
incident to the Exchange  Offer  (including  the expenses of one counsel for the
Holders of the Securities)  other than commissions or concessions of any brokers
or dealers and will  indemnify  the  Holders of the  Securities  (including  any
broker-dealers)  against certain  liabilities,  including  liabilities under the
Securities Act.


--------
      (1) In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the inside front cover page of the Exchange Offer prospectus.





<PAGE>


                                                                         ANNEX D


[ ] CHECK HERE IF YOU ARE A  BROKER-DEALER  AND WISH TO RECEIVE 10  ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:  ____________________________________________

                  Address: __________________________________________







If the undersigned is not a broker-dealer, the undersigned represents that it is
not  engaged  in, and does not intend to engage in, a  distribution  of Exchange
Securities.  If the  undersigned is a broker-dealer  that will receive  Exchange
Securities  for its own account in exchange  for  Initial  Securities  that were
acquired as a result of market-making activities or other trading activities, it
acknowledges  that it will deliver a prospectus in connection with any resale of
such  Exchange  Securities;  however,  by so  acknowledging  and by delivering a
prospectus,  the  undersigned  will  not  be  deemed  to  admit  that  it  is an
"underwriter" within the meaning of the Securities Act.
































<PAGE>







                                   SCHEDULE A

                                   Guarantors

o        Audubon Europe S.ar.l.

o        Audubon West, Inc.

o        Crane Equipment & Service, Inc.

o        Yale Industrial Products, Inc.