Exhibit 4.4


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                          REGISTRATION RIGHTS AGREEMENT

                             Dated as of May 9, 2001

                                  By and Among

                           THE MANITOWOC COMPANY, INC.
                                   as Issuer,

                           the Guarantors named herein

                                       and

                             DEUTSCHE BANK AG LONDON

                              as Initial Purchaser



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                                  E175,000,000

                   10 3/8% SENIOR SUBORDINATED NOTES DUE 2011

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                                TABLE OF CONTENTS
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                                                                          Page
                                                                          ----

1.     Definitions..........................................................1

2.     Exchange Offer.......................................................5

3.     Shelf Registration...................................................8

4.     Additional Interest..................................................9

5.     Registration Procedures.............................................11

6.     Registration Expenses...............................................20

7.     Indemnification.....................................................21

8.     Rule 144 and 144A...................................................25

9.     Underwritten Registrations..........................................25

10.    Miscellaneous.......................................................25

       (a)      No Inconsistent Agreements.................................25
       (b)      Adjustments Affecting Registrable Securities...............26
       (c)      Amendments and Waivers.....................................26
       (d)      Notices....................................................26
       (e)      Successors and Assigns.....................................27
       (f)      Counterparts...............................................28
       (g)      Headings...................................................28
       (h)      Governing Law..............................................28
       (i)      Severability...............................................28
       (j)      Securities Held by the Issuer or its Affiliates............28
       (k)      Third Party Beneficiaries..................................28
       (l)      Entire Agreement...........................................29


                                      -i-
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                          REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (the "Agreement") is dated as of
May 9, 2001 by and among The Manitowoc Company, Inc., a Wisconsin corporation
(the "Company"), the Guarantors named on the signature pages hereto (the
"Guarantors" and, together with the Company, the "Issuers") and Deutsche Banc
Alex. Brown (the "Initial Purchaser").

          This Agreement is entered into in connection with the Purchase
Agreement, dated as of May 4, 2001, by and among the Company, the Guarantors and
the Initial Purchaser (the "Purchase Agreement") that provides for the sale by
the Company to the Initial Purchaser of E175,000,000 aggregate principal amount
of the Company's 10 3/8% Senior Subordinated Notes due 2011 (the "Notes"). The
Notes will be guaranteed (the "Guarantees") on a senior subordinated basis by
the Guarantors. The Notes and the Guarantees together are herein referred to as
the "Securities." In order to induce the Initial Purchaser to enter into the
Purchase Agreement, the Issuers have agreed to provide the registration rights
set forth in this Agreement for the benefit of the Initial Purchaser and its
direct and indirect transferees and assigns. The execution and delivery of this
Agreement is a condition to the Initial Purchaser's obligation to purchase the
Securities under the Purchase Agreement.

          The parties hereby agree as follows:

1.   Definitions

          As used in this Agreement, the following terms shall have the
following meanings:

          Additional Interest: See Section 4(a) hereof.

          Advice: See the last paragraph of Section 5 hereof.

          Agreement: See the first introductory paragraph hereto.

          Applicable Period: See Section 2(b) hereof.

          Closing Date: The Closing Date as defined in the Purchase Agreement.

          Company: See the first introductory paragraph hereto.
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                                      -2-


          Effectiveness Date: The date that is 150 days after the Issue Date;
provided, however, that with respect to any Shelf Registration, the
Effectiveness Date shall be the 150th day after the delivery of a Shelf Notice
as required pursuant to Section 2(c) hereof.

          Effectiveness Period: See Section 3(a) hereof.

          Event Date: See Section 4(b) hereof.

          Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

          Exchange Offer: See Section 2(a) hereof.

          Exchange Registration Statement: See Section 2(a) hereof.

          Exchange Securities: See Section 2(a) hereof.

          Filing Date: (A) If no Exchange Offer Registration Statement has been
filed by the Issuers pursuant to this Agreement, the 75th day after the Issue
Date; and (B) with respect to a Shelf Registration Statement, the 75th day after
the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof.

          Holder: Any holder of a Registrable Security or Registrable
Securities.

          Indemnified Person: See Section 7(c) hereof.

          Indemnifying Person: See Section 7(c) hereof.

          Indenture: The Indenture, dated as of May 9, 2001 by and among the
Company, the Guarantors and The Bank of New York, as trustee, pursuant to which
the Securities are being issued, as amended or supplemented from time to time in
accordance with the terms thereof.

          Initial Purchaser: See the first introductory paragraph hereto.

          Inspectors: See Section 5(o) hereof.

          Issue Date: The date on which the original Securities were sold to the
Initial Purchaser pursuant to the Purchase Agreement.

          Issuers: See the introductory paragraph hereto.

          NASD: See Section 5(t) hereof.
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                                      -3-


          Notes: See the second introductory paragraph hereto.

          Participant: See Section 7(a) hereof.

          Participating Broker-Dealer: See Section 2(b) hereof.

          Person: An individual, trustee, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
union, business association, firm or other legal entity.

          Private Exchange: See Section 2(b) hereof.

          Private Exchange Securities: See Section 2(b) hereof.

          Prospectus: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the
Prospectus, with respect to the terms of the offering of any portion of the
Registrable Securities covered by such Registration Statement including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.

          Purchase Agreement: See the second introductory paragraph hereto.

          Records: See Section 5(o) hereof.

          Registrable Securities: Each Security upon original issuance of the
Securities and at all times subsequent thereto, each Exchange Security (and the
related Guarantee) as to which Section 2(c)(v) hereof is applicable upon
original issuance and at all times subsequent thereto and each Private Exchange
Security (and the related Guarantee) upon original issuance thereof and at all
times subsequent thereto, until in the case of any such Security, Exchange
Security or Private Exchange Security, as the case may be, the earliest to occur
of (i) a Registration Statement (other than, with respect to any Exchange
Security as to which Section 2(c)(v) hereof is applicable, the Exchange
Registration Statement) covering such Security, Exchange Security or Private
Exchange Security (and the related Guarantees), as the case may be, has been
declared effective by the SEC and such Security, Exchange Security or Private
Exchange Security (and the related Guarantees), as the case may be, has been
disposed of in accordance with such effective Registration Statement, (ii) such
Security, Exchange Security or Private Exchange Security, as the case may be, is
sold in compliance with Rule 144, (iii) such Security has been exchanged for an
Exchange Security or Exchange Securities

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                                      -4-


pursuant to an Exchange Offer and is entitled to be resold without complying
with the prospectus delivery requirements of the Securities Act and (iv) such
Security, Exchange Security or Private Exchange Security (and the related
Guarantees), as the case may be, ceases to be outstanding for purposes of the
Indenture.

          Registration Statement: Any registration statement of the Company,
including, but not limited to, the Exchange Registration Statement and any
registration statement filed in connection with a Shelf Registration, filed with
the SEC pursuant to the provisions of this Agreement, including the Prospectus,
amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

          Rule 144: Rule 144 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

          Rule 144A: Rule 144A promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule 144)
or regulation hereafter adopted by the SEC.

          Rule 415: Rule 415 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

          SEC: The Securities and Exchange Commission.

          Securities: See the second introductory paragraph hereto.

          Securities Act: The Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder.

          Shelf Notice:  See Section 2(c) hereof.

          Shelf Registration: See Section 3(a) hereof.

          TIA: The Trust Indenture Act of 1939, as amended.

          Trustee: The trustee under the Indenture and, if existent, the trustee
under any indenture governing the Exchange Securities and Private Exchange
Securities (if any).
<PAGE>
                                      -5-


          Underwritten registration or underwritten offering: A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.

2.   Exchange Offer

          (a) The Company and the Guarantors shall file with the SEC, to the
extent not prohibited by any applicable law or applicable interpretation of the
staff of the SEC, a Registration Statement no later than the Filing Date for an
offer to exchange (the "Exchange Offer") any and all of the Registrable
Securities (other than the Private Exchange Securities, if any) for a like
aggregate principal amount of debt securities of the Company that are identical
in all material respects to the Securities (the "Exchange Securities") (and that
are entitled to the benefits of the Indenture or a trust indenture that is
identical in all material respects to the Indenture (other than such changes to
the Indenture or any such identical trust indenture as are necessary to comply
with any requirements of the SEC to effect or maintain the qualification thereof
under the TIA) and that, in either case, has been qualified under the TIA),
except that the Exchange Securities (other than Private Exchange Securities, if
any) shall have been registered pursuant to an effective Registration Statement
under the Securities Act and shall contain no restrictive legend thereon. The
Exchange Offer shall be registered under the Securities Act on the appropriate
form (the "Exchange Registration Statement") and shall comply with all
applicable tender offer rules and regulations under the Exchange Act. The
Company and the Guarantors agree to use their respective reasonable best efforts
to (x) cause the Exchange Registration Statement to be declared effective under
the Securities Act on or before the Effectiveness Date; (y) keep the Exchange
Offer open for at least 20 business days (or longer if required by applicable
law) after the date that notice of the Exchange Offer is mailed to Holders; and
(z) consummate the Exchange Offer on or prior to the 180th day following the
Issue Date. If after such Exchange Registration Statement is declared effective
by the SEC, the Exchange Offer or the issuance of the Exchange Securities
thereunder is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such Exchange
Registration Statement shall be deemed not to have become effective for purposes
of this Agreement during the period of such interference until the Exchange
Offer may legally resume. Each Holder who participates in the Exchange Offer
will be required to represent in writing that any Exchange Securities received
by it will be acquired in the ordinary course of its business, that at the time
of the consummation of the Exchange Offer such Holder will have no arrangement
or understanding with any Person to participate in the distribution of the
Exchange Securities in violation of the provisions of the Securities Act and
that such Holder is not an affiliate of the Company or the Guarantors within the
meaning of the Securities Act and is not acting on behalf of any persons or
entities who could not truthfully make the foregoing representations. Upon
consummation of the Exchange Offer in accordance with this Section 2, the
provisions of this Agreement shall continue to apply, mutatis mutandis, solely
with respect to Registrable Securities that are Private Exchange Securities and
Exchange Securities held by Participating Broker-Dealers,

<PAGE>
                                      -6-


and the Company shall have no further obligation to register Registrable
Securities (other than Private Exchange Securities and other than in respect of
any Exchange Securities as to which clause 2(c)(v) hereof applies) pursuant to
Section 3 hereof. No securities other than the Exchange Securities shall be
included in the Exchange Registration Statement.

          (b) The Company and the Guarantors shall include within the Prospectus
contained in the Exchange Registration Statement a section entitled "Plan of
Distribution," reasonably acceptable to the Initial Purchaser, that shall
contain a summary statement of the positions taken or policies made by the Staff
of the SEC with respect to the potential "underwriter" status of any
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Securities received by such broker-dealer in the
Exchange Offer (a "Participating Broker-Dealer"), whether such positions or
policies have been publicly disseminated by the staff of the SEC or such
positions or policies, in the judgment of the Initial Purchaser, represent the
prevailing views of the Staff of the SEC. Such "Plan of Distribution" section
shall also expressly permit the use of the Prospectus by all Persons subject to
the prospectus delivery requirements of the Securities Act, including all
Participating Broker-Dealers, and include a statement describing the means by
which Participating Broker-Dealers may resell the Exchange Securities.

          The Company and the Guarantors shall use their respective reasonable
best efforts to keep the Exchange 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 is
necessary to comply with applicable law in connection with any resale of the
Exchange Securities; provided, however, that such period shall not exceed 180
days after the consummation of the Exchange Offer (or such longer period if
extended pursuant to the last paragraph of Section 5 hereof) (the "Applicable
Period").

          If, prior to consummation of the Exchange Offer, the Initial Purchaser
holds any Securities acquired by it and having, or that are reasonably likely to
be determined to have, the status of an unsold allotment in the initial
distribution, the Issuers, upon the request of the Initial Purchaser
simultaneously with the delivery of the Exchange Securities in the Exchange
Offer, shall issue and deliver to the Initial Purchaser in exchange (the
"Private Exchange") for such Securities held by the Initial Purchaser a like
principal amount of debt securities of the Issuers that are identical in all
material respects to the Exchange Securities (the "Private Exchange Securities")
(and that are issued pursuant to the same indenture as the Exchange Securities),
except for the placement of a restrictive legend on such Private Exchange
Securities. The Private Exchange Securities shall bear the same CUSIP number as
the Exchange Securities.
<PAGE>
                                      -7-


          Interest on the Exchange Securities and the Private Exchange
Securities will accrue from the last interest payment date on which interest was
paid on the Securities surrendered in exchange therefor or, if no interest has
been paid on the Securities, from the Issue Date.

          In connection with the Exchange Offer, the Company and the Guarantors
shall:

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

          (2) utilize the services of a depositary for the Exchange Offer with
     an address in the Borough of Manhattan, The City of New York;

          (3) 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 Exchange Offer shall remain open; and

          (4) otherwise comply in all material respects with all applicable
     laws, rules and regulations.

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

          (1) accept for exchange all Securities properly tendered and not
     validly withdrawn pursuant to the Exchange Offer or the Private Exchange;

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

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

          The Exchange Securities and the Private Exchange Securities may be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture, which in either event shall provide that (1) the
Exchange Securities shall not be subject to the transfer restrictions set forth
in the Indenture and (2) the Private Exchange Securities shall be subject to the
transfer restrictions set forth in the Indenture. The Indenture or such
indenture shall provide that the Exchange Securities, the Private Exchange
Securities and the Notes shall vote and consent together on all matters as one
class and that neither the Exchange


<PAGE>
                                      -8-


Securities, the Private Exchange Securities or the Securities will have the
right to vote or consent as a separate class on any matter.

          (c) If, (i) because of any change in law or in currently prevailing
interpretations of the Staff of the SEC, the Issuers are not permitted to effect
an Exchange Offer, (ii) the Exchange Offer is not consummated within 180 days of
the Issue Date (provided that if the Exchange Offer shall be consummated after
such 180-day period, then the Company's and the Guarantors' obligation under
this clause (ii) arising from the failure of the Exchange Offer to be
consummated within such 180-day period shall terminate), (iii) the holder of
Private Exchange Securities so requests at any time within 90 days after the
consummation of the Private Exchange, (iv) because of any changes in law or in
currently prevailing interpretations of the staff of the SEC, a Holder (other
than an Initial Purchaser holding Securities acquired directly from the Issuers)
is not permitted to participate in the Exchange Offer or (v) in the case of any
Holder that participates in the Exchange Offer, such Holder does not receive
Exchange Securities on the date of the exchange that may be sold without
restriction under state and federal securities laws (other than due solely to
the status of such Holder as an affiliate of the Company or any of the
Guarantors within the meaning of the Securities Act), then the Company shall
promptly deliver written notice thereof (the "Shelf Notice") to the Trustee and
in the case of clauses (i), (ii) and (iv), all Holders, in the case of clause
(iii), the Holders of the Private Exchange Securities and in the case of clause
(v), the affected Holder, and shall file a Shelf Registration pursuant to
Section 3 hereof.

3.   Shelf Registration

          If a Shelf Notice is delivered as contemplated by Section 2(c) hereof,
then:

          (a) Shelf Registration. The Company and the Guarantors shall file with
the SEC a Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415 covering all of the Registrable Securities not
exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to
which Section 2(c)(iv) is applicable (the "Shelf Registration"). The Company and
the Guarantors shall use their respective reasonable best efforts to file with
the SEC the Shelf Registration on or prior to the applicable Filing Date. The
Shelf Registration shall be on Form S-1 or another appropriate form permitting
registration of such Registrable Securities for resale by Holders in the manner
or manners designated by them (including, without limitation, one or more
underwritten offerings). The Company and the Guarantors shall not permit any
securities other than the Registrable Securities to be included in the Shelf
Registration.

          The Company and the Guarantors shall use their respective reasonable
best efforts to cause the Shelf Registration to be declared effective under the
Securities Act on or prior to the Effectiveness Date and to keep the Shelf
Registration continuously effective under

<PAGE>
                                      -9-


the Securities Act until the date that is two years from the Issue Date or such
shorter period ending when all Registrable Securities covered by the Shelf
Registration have been sold in the manner set forth and as contemplated in the
Shelf Registration or cease to be outstanding (the "Effectiveness Period");
provided, however, that the Effectiveness Period in respect of the Shelf
Registration shall be extended to the extent required to permit dealers to
comply with the applicable prospectus delivery requirements of Rule 174 under
the Securities Act and as otherwise provided herein.

          (b) Withdrawal of Stop Orders. If the Shelf Registration ceases to be
effective for any reason at any time during the Effectiveness Period (other than
because of the sale of all of the securities registered thereunder), the Issuers
shall use all commercially reasonable efforts to obtain the prompt withdrawal of
any order suspending the effectiveness thereof.

          (c) Supplements and Amendments. The Company and the Guarantors shall
promptly supplement and amend the Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Securities covered by such Registration Statement or by any
underwriter of such Registrable Securities.

4.   Additional Interest

          (a) The Company, the Guarantors and the Initial Purchaser agree that
the Holders of Registrable Securities will suffer damages if the Company and the
Guarantors fail to fulfill their respective obligations under Section 2 or
Section 3 hereof and that it would not be feasible to ascertain the extent of
such damages with precision. Accordingly, the Company and the Guarantors agree
to pay, as liquidated damages, additional interest on the Securities
("Additional Interest") under the circumstances and to the extent set forth
below (without duplication):

          (i) if (A) neither the Exchange Registration Statement nor the Shelf
     Registration has been filed on or prior to the applicable Filing Date or
     (B) notwithstanding that the Company and the Guarantors have consummated or
     will consummate the Exchange Offer, the Company and the Guarantors are
     required to file a Shelf Registration and such Shelf Registration is not
     filed on or prior to the Filing Date applicable thereto, then, commencing
     on the day after any such Filing Date, Additional Interest shall accrue on
     the Securities over and above the stated interest at a rate of 0.50% per
     annum for the first 90 days immediately following the Filing Date, such
     Additional Interest rate increasing by an additional 0.50% per annum at the
     beginning of each subsequent 90-day period;
<PAGE>
                                      -10-


          (ii) if (A) neither the Exchange Registration Statement nor the
     Initial Shelf Registration is declared effective by the SEC on or prior to
     the relevant Effectiveness Date or (B) notwithstanding that the Company and
     the Guarantors have consummated or will consummate the Exchange Offer, the
     Company and the Guarantors are required to file a Shelf Registration and
     such Shelf Registration is not declared effective by the SEC on or prior to
     the Effectiveness Date in respect of such Shelf Registration, then,
     commencing on the day after such Effectiveness Date, Additional Interest
     shall accrue on the Securities included or that should have been included
     in such Registration Statement over and above the stated interest at a rate
     of 0.50% per annum for the first 90 days immediately following the
     Effectiveness Date, such Additional Interest rate increasing by an
     additional 0.50% per annum at the beginning of each subsequent 90-day
     period; and

          (iii) if either (A) the Company and the Guarantors have not exchanged
     Exchange Securities for all Securities validly tendered in accordance with
     the terms of the Exchange Offer on or prior to the 180th day after the
     Issue Date or (B) if applicable, a Shelf Registration has been declared
     effective and such Shelf Registration ceases to be effective at any time
     during the Effectiveness Period, then Additional Interest shall accrue on
     the Securities (over and above any interest otherwise payable on the
     Securities) at a rate of 0.50% per annum on (x) the 181st day after the
     Issue Date, in the case of (A) above, or (y) the day such Shelf
     Registration ceases to be effective, in the case of (B) above, such
     Additional Interest rate increasing by an additional 0.50% per annum at the
     beginning of each such subsequent 90-day period;

provided, however, that the Additional Interest rate on the Securities may not
accrue under more than one of the foregoing clauses (i) through (iii) of this
Section 4(a) at the same time and at no time shall the aggregate amount of
Additional Interest accruing exceed at any one time in the aggregate 2.0% per
annum; and provided, further, that (1) upon the filing of the Exchange
Registration Statement or a Shelf Registration (in the case of clause (i) of
this Section 4(a)), (2) upon the effectiveness of the Exchange Registration
Statement or the Shelf Registration (in the case of clause (ii) of this Section
4(a)), or (3) upon the exchange of Exchange Securities for all Securities
tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the
effectiveness of the applicable Shelf Registration that had ceased to remain
effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on
the Securities as a result of such clause (or the relevant subclause thereof),
as the case may be, shall cease to accrue.

          (b) The Company and the Guarantors shall notify the Trustee within one
business day after each and every date on which an event occurs in respect of
which Additional Interest is required to be paid (an "Event Date"). Any amounts
of Additional

<PAGE>
                                      -11-


Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be
payable in cash semi-annually on each May 15 and November 15 (to the holders of
record on the May 1 and November 1 immediately preceding such dates), commencing
with the first such date occurring after any such Additional Interest commences
to accrue. The amount of Additional Interest will be determined by multiplying
the applicable Additional Interest rate by the principal amount of the
Registrable 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 consisting of twelve 30-day months
and, in the case of a partial month, the actual number of days elapsed) and the
denominator of which is 360.

5.   Registration Procedures

          In connection with the filing of any Registration Statement pursuant
to Sections 2 or 3 hereof, the Company and the Guarantors shall effect such
registrations to permit the sale of the securities covered thereby in accordance
with the intended method or methods of disposition thereof, and pursuant thereto
and in connection with any Registration Statement filed by the Company and the
Guarantors hereunder, the Company and the Guarantors shall:

          (a) Prepare and file with the SEC prior to the Filing Date, a
     Registration Statement or Registration Statements as prescribed by Sections
     2 or 3 hereof, and use its reasonable best efforts to cause each such
     Registration Statement to become effective and remain effective as provided
     herein; provided, however, that, if (1) such filing is pursuant to Section
     3 hereof or (2) a Prospectus contained in an Exchange Registration
     Statement filed pursuant to Section 2 hereof is required to be delivered
     under the Securities Act by any Participating Broker-Dealer who seeks to
     sell Exchange Securities during the Applicable Period, before filing any
     Registration Statement or Prospectus or any amendments or supplements
     thereto, the Company and the Guarantors shall furnish to and afford the
     Holders of the Registrable Securities covered by such Registration
     Statement or each such Participating Broker-Dealer, as the case may be,
     their counsel and the managing underwriters, if any, a reasonable
     opportunity to review copies of all such documents (including copies of any
     documents to be incorporated by reference therein and all exhibits thereto)
     proposed to be filed (in each case at least three business days prior to
     such filing). The Company and the Guarantors shall not file any
     Registration Statement or Prospectus or any amendments or supplements
     thereto if the Holders of a majority in aggregate principal amount of the
     Registrable Securities covered by such Registration Statement, or any such
     Participating Broker-Dealer, as the case may be, or their counsel, or the
     managing underwriters, if any, shall reasonably object on a timely basis.
<PAGE>
                                      -12-


          (b) Prepare and file with the SEC such amendments and post-effective
     amendments to each Shelf Registration or Exchange Registration Statement,
     as the case may be, as may be necessary to keep such Registration Statement
     continuously effective for the Effectiveness Period or the Applicable
     Period, as the case may be; cause the related Prospectus to be supplemented
     by any prospectus supplement required by applicable law, and as so
     supplemented to be filed pursuant to Rule 424 (or any similar provisions
     then in force) promulgated under the Securities Act; and comply in all
     material respects with the provisions of the Securities Act and the
     Exchange Act applicable to it with respect to the disposition of all
     securities covered by such Registration Statement as so amended or in such
     Prospectus as so supplemented and with respect to the subsequent resale of
     any securities being sold by a Participating Broker-Dealer covered by any
     such Prospectus; the Company and the Guarantors shall be deemed not to have
     used their respective reasonable best efforts to keep a Registration
     Statement effective during the Applicable Period if each of the Company and
     the Guarantors voluntarily takes any action that would result in selling
     Holders of the Registrable Securities covered thereby or Participating
     Broker-Dealers seeking to sell Exchange Securities not being able to sell
     such Registrable Securities or such Exchange Securities during that period,
     unless such action is required by applicable law or unless the Company and
     the Guarantors comply in all material respects with this Agreement,
     including without limitation, the provisions of paragraph 5(k) hereof and
     the last paragraph of this Section 5.

          (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
     or (2) a Prospectus contained in an Exchange Registration Statement filed
     pursuant to Section 2 hereof is required to be delivered under the
     Securities Act by any Participating Broker-Dealer who seeks to sell
     Exchange Securities during the Applicable Period, the Company shall notify
     the selling Holders of Registrable Securities, or each such Participating
     Broker-Dealer, as the case may be, their counsel and the managing
     underwriters, if any, promptly (but in any event within two business days)
     and confirm such notice in writing, (i) when a Prospectus or any Prospectus
     supplement or post-effective amendment has been filed, and, with respect to
     a Registration Statement or any post-effective amendment, when the same has
     become effective under the Securities Act (including in such notice a
     written statement that any Holder may, upon request, obtain, at the sole
     expense of the Issuers, one conformed copy of such Registration Statement
     or post-effective amendment including financial statements and schedules,
     documents incorporated or deemed to be incorporated by reference and
     exhibits), (ii) of the issuance by the SEC of any stop order suspending the
     effectiveness of a Registration Statement or of any order preventing or
     suspending the use of any preliminary prospectus or the initiation of any
     proceedings for that purpose, (iii) if at any time when a prospectus is
     required by the Securities Act to be delivered

<PAGE>
                                      -13-


     in connection with sales of the Registrable Securities or resales of
     Exchange Securities by Participating Broker-Dealers the representations and
     warranties of the Issuers contained in any agreement (including any
     underwriting agreement), contemplated by Section 5(n) hereof cease to be
     true and correct, (iv) of the receipt by the Issuers of any notification
     with respect to the suspension of the qualification or exemption from
     qualification of a Registration Statement or any of the Registrable
     Securities or the Exchange Securities to be sold by any Participating
     Broker-Dealer for offer or sale in any jurisdiction, or the initiation or
     written threat of any proceeding for such purpose, (v) of the happening of
     any event, the existence of any condition or any information becoming known
     that makes any statement made in such Registration Statement or related
     Prospectus or any document incorporated or deemed to be incorporated
     therein by reference untrue in any material respects or that requires the
     making of any material changes in or amendments or supplements to such
     Registration Statement, Prospectus or documents so that, in the case of the
     Registration Statement, it will not contain any 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 not misleading, and
     that in the case of the Prospectus, it will not contain any 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 the light
     of the circumstances under which they were made, not misleading and (vi) of
     the Issuers' determination that a post-effective amendment to a
     Registration Statement would be appropriate.

          (d) Use their respective reasonable best efforts to prevent the
     issuance of any order suspending the effectiveness of a Registration
     Statement or of any order preventing or suspending the use of a Prospectus
     or suspending the qualification (or exemption from qualification) of any of
     the Registrable Securities or the Exchange Securities for sale in any
     jurisdiction and, if any such order is issued, to use their reasonable best
     efforts to obtain the withdrawal of any such order at the earliest possible
     moment.

          (e) If a Shelf Registration is filed pursuant to Section 3 and if
     requested by the managing underwriter or underwriters, if any, or the
     Holders of a majority in aggregate principal amount of the Registrable
     Securities being sold in connection with an underwritten offering, (i)
     promptly incorporate in a prospectus supplement or post-effective amendment
     such information as the managing underwriter or underwriters, if any, such
     Holders or counsel for any of them determine is reasonably necessary to be
     included therein, (ii) make all required filings of such prospectus
     supplement or such post-effective amendment as soon as practicable after
     the Issuers have received notification of the matters to be incorporated in
     such prospectus supplement or post-effective amendment and (iii) supplement
     or make amendments to such Registration Statement; provided, however, that
     the Company and the Guarantors


<PAGE>
                                      -14-


     shall not be required to take any action pursuant to this Section 5(e) that
     would, in the opinion of counsel for the Company and the Guarantors,
     violate applicable law.

          (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
     or (2) a Prospectus contained in an Exchange Registration Statement filed
     pursuant to Section 2 hereof is required to be delivered under the
     Securities Act by any Participating Broker-Dealer who seeks to sell
     Exchange Securities during the Applicable Period, furnish to each selling
     Holder of Registrable Securities and to each such Participating
     Broker-Dealer who so requests and to their respective counsel and each
     managing underwriter, if any, at the sole expense of the Issuers, one
     conformed copy of the Registration Statement or Registration Statements and
     each post-effective amendment thereto, including financial statements and
     schedules and, if requested, all documents incorporated or deemed to be
     incorporated therein by reference and all exhibits.

          (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
     or (2) a Prospectus contained in an Exchange Registration Statement filed
     pursuant to Section 2 hereof is required to be delivered under the
     Securities Act by any Participating Broker-Dealer who seeks to sell
     Exchange Securities during the Applicable Period, deliver to each selling
     Holder of Registrable Securities, or each such Participating Broker-Dealer,
     as the case may be, their respective counsel and the underwriters, if any,
     at the sole expense of the Issuers, as many copies of the Prospectus or
     Prospectuses (including each form of preliminary prospectus) and each
     amendment or supplement thereto and any documents incorporated by reference
     therein as such Persons may reasonably request; and, subject to the last
     paragraph of this Section 5, the Company and the Guarantors hereby consent
     to the use of such Prospectus and each amendment or supplement thereto by
     each of the selling Holders of Registrable Securities or each such
     Participating Broker-Dealer, as the case may be, and the underwriters or
     agents, if any, and dealers, if any, in connection with the offering and
     sale of the Registrable Securities covered by, or the sale by Participating
     Broker-Dealers of the Exchange Securities pursuant to, such Prospectus and
     any amendment or supplement thereto.

          (h) Prior to any public offering of Registrable Securities or Exchange
     Securities or any delivery of a Prospectus contained in the Exchange
     Registration Statement by any Participating Broker-Dealer who seeks to sell
     Exchange Securities during the Applicable Period, to use their reasonable
     best efforts to register or qualify and to cooperate with the selling
     Holders of Registrable Securities or each such Participating Broker-Dealer,
     as the case may be, the managing underwriter or underwriters, if any, and
     their respective counsel in connection with the registration or
     qualification (or exemption from such registration or qualification) of
     such Registrable Securities for offer and sale under the securities or Blue
     Sky laws of such jurisdictions


<PAGE>
                                      -15-


     within the United States as any selling Holder, Participating Broker-Dealer
     or the managing underwriter or underwriters reasonably request in writing;
     provided, however, that where Exchange Securities held by Participating
     Broker-Dealers or Registrable Securities are offered other than through an
     underwritten offering, the Company and the Guarantors agree to cause their
     counsel to perform Blue Sky investigations and file registrations and
     qualifications required to be filed pursuant to this Section 5(h); use
     their reasonable best efforts to keep each such registration or
     qualification (or exemption therefrom) effective during the period such
     Registration Statement is required to be kept effective and do any and all
     other acts or things reasonably necessary or advisable to enable the
     disposition in such jurisdictions of the Exchange Securities held by
     Participating Broker-Dealers or the Registrable Securities covered by the
     applicable Registration Statement; provided, however, that none of the
     Company or the Guarantors shall be required to (A) qualify generally to do
     business in any jurisdiction where it is not then so qualified, (B) take
     any action that would subject it to general service of process in any such
     jurisdiction where it is not then so subject or (C) subject itself to
     taxation in any such jurisdiction where it is not then so subject.

          (i) If a Shelf Registration is filed pursuant to Section 3 hereof,
     cooperate with the selling Holders of Registrable Securities and the
     managing underwriter or underwriters, if any, to facilitate the timely
     preparation and delivery of certificates representing Registrable
     Securities to be sold, which certificates shall not bear any restrictive
     legends and shall be in a form eligible for deposit with Euroclear Bank
     S.A./N.V., as operator of the Euroclear System, and Clearstream Banking
     societe anonyme ("Euroclear and Clearstream"); and enable such Registrable
     Securities to be in such denominations and registered in such names as the
     managing underwriter or underwriters, if any, or Holders may reasonably
     request.

          (j) Use their respective reasonable best efforts to cause the
     Registrable Securities covered by the Registration Statement to be
     registered with or approved by such other governmental agencies or
     authorities as may be necessary to enable the Holders thereof or the
     underwriter or underwriters, if any, to consummate the disposition of such
     Registrable Securities, except as may be required solely as a consequence
     of the nature of such selling Holder's business, in which case the Company
     and the Guarantors will cooperate in all reasonable respects with the
     filing of such Registration Statement and the granting of such approvals.

          (k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
     or (2) a Prospectus contained in an Exchange Registration Statement filed
     pursuant to Section 2 hereof is required to be delivered under the
     Securities Act by any Participating Broker-Dealer who seeks to sell
     Exchange Securities during the Applicable Period, upon the occurrence of
     any event contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof,


<PAGE>
                                      -16-


     as promptly as practicable, prepare and (subject to Section 5(a) hereof)
     file with the SEC, at the Issuers' sole expense, a supplement or
     post-effective amendment to the Registration Statement or a supplement to
     the related Prospectus or any document incorporated or deemed to be
     incorporated therein by reference, or file any other required document so
     that, as thereafter delivered to the purchasers of the Registrable
     Securities being sold thereunder or to the purchasers of the Exchange
     Securities to whom such Prospectus will be delivered by a Participating
     Broker-Dealer, any such Prospectus will not 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, in the light of the
     circumstances under which they were made, not misleading.

          (l) Use its respective reasonable best efforts to cause the
     Registrable Securities covered by a Registration Statement or the Exchange
     Securities, as the case may be, to be rated with the appropriate rating
     agencies, if so requested by the Holders of a majority in aggregate
     principal amount of Registrable Securities covered by such Registration
     Statement or the Exchange Securities, as the case may be, or the managing
     underwriter or underwriters, if any.

          (m) Prior to the effective date of the first Registration Statement
     relating to the Registrable Securities, (i) provide the Trustee with
     certificates for the Registrable Securities or Exchange Securities, as the
     case may be, in a form eligible for deposit with Euroclear and Clearstream
     and (ii) provide a CUSIP number for the Registrable Securities or Exchange
     Securities, as the case may be.

          (n) In connection with any underwritten offering of Registrable
     Securities pursuant to a Shelf Registration, enter into an underwriting
     agreement as is customary in underwritten offerings of debt securities
     similar to the Securities and take all such other actions as are reasonably
     requested by the managing underwriter or underwriters in order to expedite
     or facilitate the registration or the disposition of such Registrable
     Securities and, in such connection, (i) make such representations and
     warranties to, and covenants with, the underwriters with respect to the
     business of the Issuers and their subsidiaries (including any acquired
     business, properties or entity, if applicable) and the Registration
     Statement, Prospectus and documents, if any, incorporated or deemed to be
     incorporated by reference therein, in each case, as are customarily made by
     issuers to underwriters in underwritten offerings of debt securities
     similar to the Securities, and confirm the same in writing if and when
     requested; (ii) obtain the written opinion of counsel to the Issuers and
     written updates thereof in form, scope and substance reasonably
     satisfactory to the managing underwriter or underwriters, addressed to the
     underwriters covering the matters customarily covered in opinions requested
     in underwritten offerings of debt similar to the Securities and such other
     matters as may be reasonably requested by the managing underwriter or
     underwriters;


<PAGE>
                                      -17-


     (iii) obtain "cold comfort" letters and updates thereof in form, scope and
     substance reasonably satisfactory to the managing underwriter or
     underwriters from the independent certified public accountants of the
     Issuers (and, if necessary, any other independent certified public
     accountants of any subsidiary of the Issuers or of any business acquired by
     the Issuers for which financial statements and financial data are, or are
     required to be, included or incorporated by reference in the Registration
     Statement), addressed to each of the underwriters, such letters to be in
     customary form and covering matters of the type customarily covered in
     "cold comfort" letters in connection with underwritten offerings of debt
     securities similar to the Securities and such other matters as reasonably
     requested by the managing underwriter or underwriters; and (iv) if an
     underwriting agreement is entered into, the same shall contain
     indemnification provisions and procedures no less favorable than those set
     forth in Section 7 hereof (or such other provisions and procedures
     acceptable to Holders of a majority in aggregate principal amount of
     Registrable Securities covered by such Registration Statement and the
     managing underwriter or underwriters or agents) with respect to all parties
     to be indemnified pursuant to said Section. The above shall be done at each
     closing under such underwriting agreement, or as and to the extent required
     thereunder.

          (o) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
     or (2) a Prospectus contained in an Exchange Registration Statement filed
     pursuant to Section 2 hereof is required to be delivered under the
     Securities Act by any Participating Broker-Dealer who seeks to sell
     Exchange Securities during the Applicable Period, upon reasonable advance
     notice make available for inspection by any selling Holder of such
     Registrable Securities being sold, or each such Participating
     Broker-Dealer, as the case may be, any underwriter participating in any
     such disposition of Registrable Securities, if any, and any attorney,
     accountant or other agent retained by any such selling Holder or each such
     Participating Broker-Dealer, as the case may be, or underwriter
     (collectively, the "Inspectors"), at the offices where normally kept,
     during reasonable business hours without interfering in the orderly
     business of the Company or Guarantors, all financial and other relevant
     records, pertinent corporate documents and instruments of the Issuers and
     their subsidiaries (collectively, the "Records") as shall be reasonably
     necessary to enable them to exercise any applicable due diligence
     responsibilities, and cause the respective officers, directors and
     employees of the Issuers and their subsidiaries to supply all information
     reasonably requested by any such Inspector in connection with such
     Registration Statement. Any such access granted to the Inspectors under
     this Section 5(o) shall be subject to the prior receipt by the Issuers or
     written undertakings, in form and substance reaasonably satisfactory to the
     Issuers, to preserve the confidentiality of any information deemed by the
     Issuers to be confidential. Records that the Issuers determine, in good
     faith, to be confidential


<PAGE>
                                      -18-


     and any Records that they notify the Inspectors are confidential shall not
     be disclosed by the Inspectors unless (i) the Issuers based upon advice of
     counsel determine that disclosure of such Records is necessary to avoid or
     correct a material misstatement or omission in such Registration Statement,
     (ii) the release of such Records is ordered pursuant to a subpoena or other
     order from a court of competent jurisdiction, (iii) after giving reasonable
     prior notice to the Company, disclosure of such information is, in the
     opinion of counsel for any Inspector, necessary or advisable in connection
     with any action, claim, suit or proceeding, directly or indirectly,
     involving or potentially involving such Inspector and arising out of, based
     upon, relating to or involving this Agreement or any transactions
     contemplated hereby or arising hereunder or (iv) the information in such
     Records has been made generally available to the public. Each selling
     Holder of such Registrable Securities and each such Participating
     Broker-Dealer will be required to agree that information obtained by it as
     a result of such inspections shall be deemed confidential and shall not be
     used by it as the basis for any market transactions in the securities of
     the Company unless and until such information is generally available to the
     public. Each selling Holder of such Registrable Securities and each such
     Participating Broker-Dealer will be required to further agree that it will,
     upon learning that disclosure of such Records is sought in a court of
     competent jurisdiction, give notice to the Company and allow the Company to
     undertake appropriate action to prevent disclosure of the Records deemed
     confidential at the Issuers' sole expense.

          (p) Provide an indenture trustee for the Registrable Securities or the
     Exchange Securities, as the case may be, and cause the Indenture or the
     trust indenture provided for in Section 2(a) hereof, as the case may be, to
     be qualified under the TIA not later than the effective date of the
     Exchange Offer or the first Registration Statement relating to the
     Registrable Securities; and in connection therewith, cooperate with the
     trustee under any such indenture and the Holders of the Registrable
     Securities, to effect such changes to such indenture as may be required for
     such indenture to be so qualified in accordance with the terms of the TIA;
     and execute, and use its reasonable best efforts to cause such trustee to
     execute, all documents as may be required to effect such changes and all
     other forms and documents required to be filed with the SEC to enable such
     indenture to be so qualified in a timely manner.

          (q) Comply in all material respects with all applicable rules and
     regulations of the SEC and make generally available to its securityholders
     earning statements satisfying the provisions of Section 11(a) of the
     Securities Act and Rule 158 thereunder (or any similar rule promulgated
     under the Securities Act) no later than 45 days after the end of any
     12-month period (or 90 days after the end of any 12-month period if such
     period is a fiscal year) (i) commencing at the end of any fiscal quarter in
     which Registrable Securities are sold to underwriters in a firm commitment
     or

<PAGE>
                                      -19-


     reasonable best efforts underwritten offering and (ii) if not sold to
     underwriters in such an offering, commencing on the first day of the first
     fiscal quarter of the Issuers after the effective date of a Registration
     Statement, which statements shall cover said 12-month periods.

          (r) Upon consummation of an Exchange Offer or a Private Exchange,
     obtain an opinion of counsel to the Issuers, who may, at the Issuers'
     election, be internal counsel to the Issuers, in a form customary for
     underwritten transactions, addressed to the Trustee for the benefit of all
     Holders of Registrable Securities participating in the Exchange Offer or
     the Private Exchange, as the case may be, that the Exchange Securities or
     Private Exchange Securities, as the case may be, and the related indenture
     constitute legal, valid and binding obligations of the Issuers, enforceable
     against the Issuers in accordance with its respective terms, subject to
     customary exceptions and qualifications.

          (s) If an Exchange Offer or a Private Exchange is to be consummated,
     upon delivery of the Registrable 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 cause to be marked, on such Registrable
     Securities that such Registrable Securities are being cancelled in exchange
     for the Exchange Securities or the Private Exchange Securities, as the case
     may be; in no event shall such Registrable Securities be marked as paid or
     otherwise satisfied.

          (t) Cooperate with each seller of Registrable Securities covered by
     any Registration Statement and each underwriter, if any, participating in
     the disposition of such Registrable Securities and their respective counsel
     in connection with any filings required to be made with the National
     Association of Securities Dealers, Inc. (the "NASD").

          (u) Use their respective reasonable best efforts to take all other
     steps necessary or advisable to effect the registration of the Registrable
     Securities covered by a Registration Statement contemplated hereby.

          The Company and the Guarantors may require each seller of Registrable
Securities as to which any registration is being effected to furnish to the
Company and the Guarantors such information regarding such seller and the
distribution of such Registrable Securities as the Company and the Guarantors
may, from time to time, reasonably request. The Company and the Guarantors may
exclude from such registration the Registrable Securities of any seller who
unreasonably fails to furnish such information within a reasonable time after
receiving such request and in such event shall have no further obligation under
this

<PAGE>
                                      -20-


Agreement (including, without limitation, obligations under Section 4 hereof)
with respect to such seller or any subsequent holder of such Registrable
Securities. Each seller as to which any Shelf Registration is being effected
agrees to furnish promptly to the Company and the Guarantors all information
required to be disclosed in order to make the information previously furnished
to the Company and the Guarantors by such seller not materially misleading.

          Each Holder of Registrable Securities and each Participating
Broker-Dealer agrees by acquisition of such Registrable Securities or Exchange
Securities to be sold by such Participating Broker-Dealer, as the case may be,
that, upon actual receipt of any notice from the Company of the happening of any
event of the kind described in Sections 5(c)(ii), 5(c)(iv), 5(c)(v) or 5(c)(vi)
hereof, such Holder will forthwith discontinue disposition of such Registrable
Securities covered by such Registration Statement or Prospectus or Exchange
Securities to be sold by such Holder or Participating Broker-Dealer, as the case
may be, until such Holder's or Participating Broker-Dealer's receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 5(k)
hereof, or until it is advised in writing (the "Advice") by the Company that the
use of the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto. During any such discontinuance, no Additional
Interest shall accrue or otherwise be payable on the Registrable Securities. In
the event that the Company shall give any such notice, each of the Effectiveness
Period and the Applicable Period shall be extended by the number of days during
such periods from and including the date of the giving of such notice to and
including the date when each seller of Registrable Securities covered by such
Registration Statement or Exchange Securities to be sold by such Participating
Broker-Dealer, as the case may be, shall have received (x) the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof or (y)
the Advice.

6.   Registration Expenses

          (a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Company and the Guarantors shall be borne by the
Company and the Guarantors whether or not the Exchange Offer or a Shelf
Registration is filed or becomes effective, including, without limitation, (i)
all registration and filing fees (including, without limitation, (A) fees with
respect to filings required to be made with the NASD in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Securities or Exchange Securities and determination of the
eligibility of the Registrable Securities or Exchange Securities for investment
under the laws of such jurisdictions (x) where the holders of Registrable
Securities are located, in the case of the Exchange Securities, or (y) as
provided in Section 5(h) hereof, in the case of Registrable Securities or
Exchange Securities to be sold by a Participating

<PAGE>
                                      -21-


Broker-Dealer during the Applicable Period)), (ii) printing expenses, including,
without limitation, expenses of printing certificates for Registrable Securities
or Exchange Securities in a form eligible for deposit with Euroclear and
Clearstream and of printing prospectuses if the printing of prospectuses is
requested by the managing underwriter or underwriters, if any, by the Holders of
a majority in aggregate principal amount of the Registrable Securities included
in any Registration Statement or sold by any Participating Broker-Dealer, as the
case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company and reasonable fees and
disbursements of special counsel for the sellers of Registrable Securities
(subject to the provisions of Section 6(b) hereof), (v) fees and disbursements
of all independent certified public accountants referred to in Section 5(n)(iii)
hereof (including, without limitation, the expenses of any special audit and
"cold comfort" letters required by or incident to such performance), (vi) rating
agency fees, if any, and any fees associated with making the Registrable
Securities or Exchange Securities eligible for trading through Euroclear and
Clearstream, (vii) Securities Act liability insurance, if the Company desires
such insurance, (viii) fees and expenses of all other Persons retained by the
Company, (ix) internal expenses of the Company (including, without limitation,
all salaries and expenses of officers and employees of the Company performing
legal or accounting duties), (x) the expense of any annual audit, (xi) the fees
and expenses incurred in connection with the listing of the securities to be
registered on any securities exchange, if applicable, and (xii) the expenses
relating to printing, word processing and distributing of all Registration
Statements, underwriting agreements, securities sales agreements, indentures and
any other documents necessary to comply with this Agreement.

          (b) The Company and the Guarantors shall reimburse the Holders of the
Registrable Securities being registered in a Shelf Registration for the
reasonable fees and disbursements of not more than one counsel chosen by the
Holders of a majority in aggregate principal amount of the Registrable
Securities to be included in such Registration Statement.

7.   Indemnification

          (a) Each of the Company and the Guarantors agrees to indemnify and
hold harmless each Holder of Registrable Securities offered pursuant to a Shelf
Registration Statement and each Participating Broker-Dealer selling Exchange
Securities during the Applicable Period, the officers and directors of each such
Person or its affiliates, and each other Person, if any, who controls any such
Person or its affiliates within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act (each, a "Participant"), from
and against any and all losses, claims, damages and liabilities (including,
without limitation, the reasonable legal fees and other expenses actually
incurred in connection with any suit, action or proceeding or any claim
asserted) caused by, arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement pursuant to which the offering of such Registrable Securities or

<PAGE>
                                      -22-


Exchange Securities, as the case may be, is registered (or any amendment
thereto) or related Prospectus (or any amendments or supplements thereto) or any
related preliminary prospectus, or caused by, arising out of or based upon any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that none of the Company or the Guarantors will be required to indemnify a
Participant if (i) such losses, claims, damages or liabilities are caused by any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information relating to any Participant
furnished to the Company in writing by or on behalf of such Participant
expressly for use therein or (ii) if such Participant sold to the person
asserting the claim the Registrable Notes or Exchange Securities that are the
subject of such claim and such untrue statement or omission or alleged untrue
statement or omission was contained or made in any preliminary prospectus and
corrected in the Prospectus or any amendment or supplement thereto and the
Prospectus does not contain any other untrue statement or omission or alleged
untrue statement or omission of a material fact that was the subject matter of
the related proceeding and it is established by the Company in the related
proceeding that such Participant failed to deliver or provide a copy of the
Prospectus (as amended or supplemented) to such Person with or prior to the
confirmation of the sale of such Registrable Notes or Exchange Notes sold to
such Person if required by applicable law, unless such failure to deliver or
provide a copy of the Prospectus (as amended or supplemented) was a result of
noncompliance by the Company with Section 5 of this Agreement.

          (b) Each Participant agrees, severally and not jointly, to indemnify
and hold harmless the Company and each of the Guarantors, the Company's
directors and officers, each Guarantor's directors and officers and each Person
who controls the Company and the Guarantors within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company to each Participant, but only (i) with
reference to information relating to such Participant furnished to the Company
in writing by or on behalf of such Participant expressly for use in any
Registration Statement or Prospectus, any amendment or supplement thereto or any
preliminary prospectus or (ii) with respect to any untrue statement or
representation made by such Participant in writing to the Company. The liability
of any Participant under this paragraph shall in no event exceed the proceeds
received by such Participant from sales of Registrable Securities or Exchange
Securities giving rise to such obligations.

          (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such Person (the "Indemnified Person") shall promptly
notify the Person against whom such indemnity may be sought (the "Indemnifying
Person") in writing, and the Indemnifying


<PAGE>
                                      -23-


Person, upon request of the Indemnified Person, shall retain counsel reasonably
satisfactory to the Indemnified Person to represent the Indemnified Person and
any others the Indemnifying Person may reasonably designate in such proceeding
and shall pay the reasonable fees and expenses actually incurred by such counsel
related to such proceeding; provided, however, that the failure to so notify the
Indemnifying Person shall not relieve it of any obligation or liability that it
may have hereunder or otherwise (unless and only to the extent that such failure
directly results in the loss or compromise of any material rights or defenses by
the Indemnifying Person and the Indemnifying Person was not otherwise aware of
such action or claim). In any such proceeding, any Indemnified Person shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying
Person and the Indemnified Person shall have mutually agreed in writing to the
contrary, (ii) the Indemnifying Person shall have failed within a reasonable
period of time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is
understood that, unless there exists a conflict among Indemnified Persons, the
Indemnifying Person shall not, in connection with any one such proceeding or
separate but substantially similar related proceeding in the same jurisdiction
arising out of the same general allegations, be liable for the fees and expenses
of more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed
promptly as they are incurred. Any such separate firm for the Participants and
such control Persons of Participants shall be designated in writing by
Participants who sold a majority in interest of Registrable Securities and
Exchange Securities sold by all such Participants and any such separate firm for
the Company, its directors, its officers and such control Persons of the Company
shall be designated in writing by the Company. The Indemnifying Person shall not
be liable for any settlement of any proceeding effected without its prior
written consent, but if settled with such consent or if there be a final
non-appealable judgment for the plaintiff for which the Indemnified Person is
entitled to indemnification pursuant to this Agreement, the Indemnifying Person
agrees to indemnify and hold harmless each Indemnified Person from and against
any loss or liability by reason of such settlement or judgment. No Indemnifying
Person shall, without the prior written consent of the Indemnified Person (which
consent shall not be unreasonably withheld or delayed), effect any settlement or
compromise of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party, and indemnity could have been
sought hereunder by such Indemnified Person, unless such settlement (A) includes
an unconditional written release of such Indemnified Person, in form and
substance reasonably satisfactory to such Indemnified Person, from all liability
on claims that are the subject matter of such proceeding and (B) does not
include any statement as to an admission of fault, culpability or failure to act
by or on behalf of any Indemnified Person.
<PAGE>
                                      -24-


          (d) If the indemnification provided for in the first and second
paragraphs of this Section 7 is for any reason unavailable to, or insufficient
to hold harmless, an Indemnified Person in respect of any losses, claims,
damages or liabilities referred to therein, then each Indemnifying Person under
such paragraphs, in lieu of indemnifying such Indemnified Person thereunder and
in order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Person or Persons on the one hand and the
Indemnified Person or Persons on the other in connection with the statements or
omissions or alleged statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof). 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 Issuers on the one hand or such Participant or such other
Indemnified Person, as the case may be, on the other, the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission, and any other equitable considerations appropriate
in the circumstances.

          (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the Participants were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any reasonable
legal or other expenses actually incurred by such Indemnified Person in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall a
Participant be required to contribute any amount in excess of the amount by
which proceeds received by such Participant from sales of Registrable Securities
or Exchange Securities, as the case may be, exceeds the amount of any damages
that such Participant has otherwise been required to pay or has paid by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

          (f) The indemnity and contribution agreements contained in this
Section 7 will be in addition to any liability that the Indemnifying Persons may
otherwise have to the Indemnified Persons referred to above.
<PAGE>
                                      -25-


8.   Rule 144 and 144A

          The Company and the Guarantors covenant that they will file the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder in a timely manner
in accordance with the requirements of the Securities Act and the Exchange Act
and, if at any time the Company and the Guarantors not required to file such
reports, they will, upon the request of any Holder of Registrable Securities,
make publicly available annual reports and such information, documents and other
reports of the type specified in Sections 13 and 15(d) of the Exchange Act. The
Company and the Guarantors further covenants for so long as any Registrable
Securities remain outstanding, to make available to any Holder or beneficial
owner of Registrable Securities in connection with any sale thereof and any
prospective purchaser of such Registrable Securities from such Holder or
beneficial owner the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Registrable Securities
pursuant to Rule 144A.

9.   Underwritten Registrations

          If any of the Registrable 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 manage the offering will be selected
by the Holders of a majority in aggregate principal amount of such Registrable
Securities included in such offering and reasonably acceptable to the Company
and the Guarantors.

          No Holder of Registrable Securities may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

10.  Miscellaneous

          (a) No Inconsistent Agreements. The Issuers have not entered into, as
of the date hereof, and shall not, after the date of this Agreement, enter into
any agreement with respect to any of the Company's securities that is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof. The Issuers
have not entered and will not enter into any agreement with respect to any of
the Company's securities that will grant to any Person piggy-back registration
rights with respect to a Registration Statement.
<PAGE>
                                      -26


          (b) Adjustments Affecting Registrable Securities. The Issuers shall
not, directly or indirectly, take any action with respect to the Registrable
Securities as a class that would adversely affect the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.

          (c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of the Holders of not less than a majority in aggregate principal amount
of the then outstanding Registrable Securities. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders of Registrable Securities
whose securities are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect, impair, limit or compromise the rights
of other Holders of Registrable Securities may be given by Holders of at least a
majority in aggregate principal amount of the Registrable Securities being sold
by such Holders pursuant to such Registration Statement; provided, however, that
the provisions of this sentence may not be amended, modified or supplemented
except in accordance with the provisions of the immediately preceding sentence.

          (d) Notices. All notices and other communications (including without
limitation any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

          1. if to a Holder of the Registrable Securities or any Participating
     Broker-Dealer, at the most current address of such Holder or Participating
     Broker-Dealer, as the case may be, set forth on the records of the
     registrar under the Indenture, with a copy in like manner to the Initial
     Purchaser as follows:

              DEUTSCHE BANK AG LONDON
              1 Great Winchester Street
              London EC2N 2DB, UK
              Facsimile No.: 44 207-547-2704
              Attention:
<PAGE>
                                      -27-


          with a copy to:

              Cahill Gordon & Reindel
              80 Pine Street
              New York, New York  10005
              Facsimile No.:  (212) 269-5420
              Attention:  William M. Hartnett, Esq.

          2. if to the Initial Purchaser, at the addresses specified in Section
             10(d)(1)

          3. if to the Issuer, at the address as follows:

                   THE MANITOWOC COMPANY, INC.
                   500 South 16th Street
                   Manitowoc, WI 54220
                   Facsimile No.:  (920) 683-8123
                   Attention:  Maurice D. Jones

          with a copy to:

              Foley & Lardner
              777 East Wisconsin Avenue
              Milwaukee, WI 53202
              Facsimile No.:  (414) 297-4900
              Attention:  Jay O. Rothman

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; one business day after
being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address and in the manner specified in such Indenture.

          (e) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto;
provided, however, that this Agreement shall not inure to the benefit of or be
binding upon a successor or assign of a Holder unless and to the extent such
successor or assign holds Registrable Securities.
<PAGE>
                                      -28-


          (f) 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.

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

          (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

          (i) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

          (j) Securities Held by the Issuers or their Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Issuers or
their affiliates (as such term is defined in Rule 405 under the Securities Act)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

          (k) Third Party Beneficiaries. Holders of Registrable Securities and
Participating Broker-Dealers are intended third party beneficiaries of this
Agreement and this Agreement may be enforced by such Persons.

          (l) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations,


<PAGE>
                                      -29-


or warranties, contracts, understandings, correspondence, conversations and
memoranda between the Initial Purchaser on the one hand and the Issuers on the
other, or between or among any agents, representatives, parents, subsidiaries,
affiliates, predecessors in interest or successors in interest with respect to
the subject matter hereof and thereof are merged herein and replaced hereby.


<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                        THE MANITOWOC COMPANY, INC.


                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        MANITOWOC CRANE COMPANIES, INC.


                                        By: /s/ James Walden
                                           ------------------------------------
                                           Name:  James Walden
                                           Title: President


                                        MANITOWOC MARINE GROUP, LLC


                                        By:   The Manitowoc Company, Inc.,
                                              as sole member and manager


                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        MANITOWOC FOODSERVICE COMPANIES, INC.


                                        By: /s/ James Walden
                                           ------------------------------------
                                           Name:  James Walden
                                           Title: President


                                      S-1
<PAGE>
                                        MANITOWOC WESTERN COMPANY, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        MANITOWOC BOOM TRUCKS, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        MANITOWOC RE-MANUFACTURING, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        MANITOWOC CRANES, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                      S-2
<PAGE>

                                        WEST-MANITOWOC, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        FEMCO MACHINE COMPANY, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        MANITOWOC CP, INC.



                                        By: /s/ James Walden
                                           ------------------------------------
                                           Name:  James Walden
                                           Title: President


                                        KMT REFRIGERATION, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                      S-3
<PAGE>
                                        HARFORD DURACOOL, LLC



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        DIVERSIFIED REFRIGERATION, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        SERVEND INTERNATIONAL, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        SERVEND SALES CORP.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary



                                      S-4
<PAGE>

                                        MANITOWOC BEVERAGE SYSTEMS, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        MANITOWOC ICE, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        MANITOWOC EQUIPMENT WORKS, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        MANITOWOC FP, INC.



                                        By: /s/ James Walden
                                           ------------------------------------
                                           Name:  James Walden
                                           Title: President


                                      S-5
<PAGE>

                                        KMT SALES CORP.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        MULTIPLEX COMPANY, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        NORTH CENTRAL CRANE & EXCAVATOR
                                        SALES CORP.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        ENVIRONMENTAL REHAB, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary



                                      S-6
<PAGE>

                                        MANITOWOC CRANE & SHOVEL SALES CORP.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        MANITOWOC MEC, INC.



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                        MARINETTE MARINE CORPORATION



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                      S-7
<PAGE>

                                        POTAIN CORPORATION



                                        By: /s/ Maurice D. Jones
                                           ------------------------------------
                                           Name:  Maurice D. Jones
                                           Title: General Counsel and Secretary


                                      S-8
<PAGE>

                                        DEUTSCHE BANK AG LONDON, as Initial
                                        Purchaser



                                        By: /s/ Brian Bassett
                                           ------------------------------------
                                           Name:  Brian Bassett
                                           Title: Director



                                      S-9