EXHIBIT 4.1
                                                   EXECUTION COPY







                          BLOUNT, INC.,
                            As Issuer

                          $450,000,000



             13% SENIOR SUBORDINATED NOTES DUE 2009




              _____________________________________

                            INDENTURE

                   Dated as of August 19, 1999
              _____________________________________




              _____________________________________

            United States Trust Company of New York,
                           As Trustee








                        TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE                    1

SECTION 1.01.  DEFINITIONS.                                              1
SECTION 1.02.  OTHER DEFINITIONS.                                       19
SECTION 1.03.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.       19
SECTION 1.04.  RULES OF CONSTRUCTION.                                   19

ARTICLE 2. THE NOTES                                                    20

SECTION 2.01.  FORM AND DATING.                                         20
SECTION 2.02.  EXECUTION AND AUTHENTICATION.                            21
SECTION 2.03.  REGISTRAR AND PAYING AGENT.                              21
SECTION 2.04.  PAYING AGENT TO HOLD MONEY IN TRUST.                     22
SECTION 2.05.  HOLDER LISTS.                                            22
SECTION 2.06.  TRANSFER AND EXCHANGE.                                   22
SECTION 2.07.  REPLACEMENT NOTES.                                       32
SECTION 2.08.  OUTSTANDING NOTES.                                       33
SECTION 2.09.  TREASURY NOTES.                                          33
SECTION 2.10.  TEMPORARY NOTES.                                         33
SECTION 2.11.  CANCELLATION.                                            33
SECTION 2.12.  DEFAULTED INTEREST.                                      33
SECTION 2.13.  CUSIP NUMBERS.                                           34

ARTICLE 3. REDEMPTION AND PREPAYMENT                                    34

SECTION 3.01.  NOTICES TO TRUSTEE.                                      34
SECTION 3.02.  SELECTION OF NOTES TO BE REDEEMED.                       34
SECTION 3.03.  NOTICE OF REDEMPTION.                                    35
SECTION 3.04.  EFFECT OF NOTICE OF REDEMPTION.                          35
SECTION 3.05.  DEPOSIT OF REDEMPTION PRICE.                             35
SECTION 3.06.  NOTES REDEEMED IN PART.                                  36
SECTION 3.07.  OPTIONAL REDEMPTION.                                     36
SECTION 3.08.  MANDATORY REDEMPTION.                                    36
SECTION 3.09.  OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.     36

ARTICLE 4. COVENANTS                                                    38

SECTION 4.01.  PAYMENT OF NOTES.                                        38
SECTION 4.02.  MAINTENANCE OF OFFICE OR AGENCY.                         38
SECTION 4.03.  REPORTS.                                                 38
SECTION 4.04.  COMPLIANCE CERTIFICATE.                                  39
SECTION 4.05.  TAXES.                                                   39
SECTION 4.06.  SALE AND LEASEBACK TRANSACTIONS.                         39
SECTION 4.07.  RESTRICTED PAYMENTS.                                     40
SECTION 4.08.  DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
                SUBSIDIARIES.                                           42
SECTION 4.09.  INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED
                STOCK.                                                  43
SECTION 4.10.  ASSET SALES.                                             45
SECTION 4.11.  TRANSACTIONS WITH AFFILIATES.                            46
SECTION 4.12.  LIENS.                                                   47
SECTION 4.13.  ADDITIONAL GUARANTEES.                                   47
SECTION 4.14.  CORPORATE EXISTENCE.                                     47
SECTION 4.15.  OFFER TO REPURCHASE UPON CHANGE OF CONTROL.              48
SECTION 4.16.  NO SENIOR SUBORDINATED DEBT.                             49
SECTION 4.17.  PAYMENTS FOR CONSENT.                                    49
SECTION 4.18.  BUSINESS ACTIVITIES.                                     49

ARTICLE 5. SUCCESSORS                                                   49

SECTION 5.01.  MERGER, CONSOLIDATION, OR SALE OF ASSETS.                49
SECTION 5.02.  SUCCESSOR CORPORATION SUBSTITUTED.                       50

ARTICLE 6. DEFAULTS AND REMEDIES                                        51

SECTION 6.01.  EVENTS OF DEFAULT.                                       51
SECTION 6.02.  ACCELERATION.                                            52
SECTION 6.03.  OTHER REMEDIES.                                          53
SECTION 6.04.  WAIVER OF PAST DEFAULTS.                                 53
SECTION 6.05.  CONTROL BY MAJORITY.                                     53
SECTION 6.06.  LIMITATION ON SUITS.                                     53
SECTION 6.07.  RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.           54
SECTION 6.08.  COLLECTION SUIT BY TRUSTEE.                              54
SECTION 6.09.  TRUSTEE MAY FILE PROOFS OF CLAIM.                        54
SECTION 6.10.  PRIORITIES.                                              54
SECTION 6.11.  UNDERTAKING FOR COSTS.                                   55

ARTICLE 7. TRUSTEE                                                      55

SECTION 7.01.  DUTIES OF TRUSTEE.                                       55
SECTION 7.02.  RIGHTS OF TRUSTEE.                                       56
SECTION 7.03.  INDIVIDUAL RIGHTS OF TRUSTEE.                            57
SECTION 7.04.  TRUSTEE'S DISCLAIMERS.                                   57
SECTION 7.05.  NOTICE OF DEFAULTS.                                      57
SECTION 7.06.  REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.              57
SECTION 7.07.  COMPENSATION AND INDEMNITY.                              57
SECTION 7.08.  REPLACEMENT OF TRUSTEE.                                  58
SECTION 7.09.  SUCCESSOR TRUSTEE BY MERGER, ETC.                        59
SECTION 7.10.  ELIGIBILITY; DISQUALIFICATION.                           59
SECTION 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.       59

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE                     59

SECTION 8.01.  OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
                DEFEASANCE.                                             59
SECTION 8.02.  LEGAL DEFEASANCE AND DISCHARGE.                          59
SECTION 8.03.  COVENANT DEFEASANCE.                                     60
SECTION 8.04.  CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.              60
SECTION 8.05.  DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE
                HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.          61
SECTION 8.06.  REPAYMENT TO COMPANY.                                    61
SECTION 8.07.  REINSTATEMENT.                                           62

ARTICLE 9.  AMENDMENT, SUPPLEMENT AND WAIVER                            62

SECTION 9.01.  WITHOUT CONSENT OF HOLDERS OF NOTES.                     62
SECTION 9.02.  WITH CONSENT OF HOLDERS OF NOTES.                        63
SECTION 9.03.  COMPLIANCE WITH TRUST INDENTURE ACT.                     64
SECTION 9.04.  REVOCATION AND EFFECT OF CONSENTS.                       64
SECTION 9.05.  NOTATION ON OR EXCHANGE OF NOTES.                        64
SECTION 9.06.  TRUSTEE TO SIGN AMENDMENTS, ETC.                         64

ARTICLE 10. SUBORDINATION                                               65

SECTION 10.01. AGREEMENT TO SUBORDINATE.                                65
SECTION 10.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY.                    65
SECTION 10.03. DEFAULT ON DESIGNATED SENIOR DEBT.                       65
SECTION 10.04. ACCELERATION OF SECURITIES.                              66
SECTION 10.05. WHEN DISTRIBUTION MUST BE PAID OVER.                     66
SECTION 10.06. NOTICE BY COMPANY                                        66
SECTION 10.07. SUBROGATION.                                             66
SECTION 10.08. RELATIVE RIGHTS.                                         67
SECTION 10.09. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.            67
SECTION 10.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.                67
SECTION 10.11. RIGHTS OF TRUSTEE AND PAYING AGENT.                      67
SECTION 10.12. AUTHORIZATION TO EFFECT SUBORDINATION.                   68
SECTION 10.13. AMENDMENTS.                                              68

ARTICLE 11. GUARANTEES                                                  68

SECTION 11.01. GUARANTEES.                                              68
SECTION 11.02. SUBORDINATION OF GUARANTEE.                              69
SECTION 11.03. EXECUTION AND DELIVERY OF GUARANTEE.                     69
SECTION 11.04. GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.      69
SECTION 11.05. RELEASES OF GUARANTEES.                                  70
SECTION 11.06. LIMITATION ON GUARANTOR LIABILITY; CONTRIBUTION.         70

ARTICLE 12. MISCELLANEOUS                                               71

SECTION 12.01. TRUST INDENTURE ACT CONTROLS.                            71
SECTION 12.02. NOTICES.                                                 71
SECTION 12.03. COMMUNICATIONS BY HOLDERS OF NOTES WITH OTHER
                HOLDERS OF NOTES.                                       72
SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.      72
SECTION 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.           72
SECTION 12.06. RULE BY TRUSTEE AND AGENTS.                              72
SECTION 12.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS,
                EMPLOYEES AND STOCKHOLDERS.                             73
SECTION 12.08. GOVERNING LAW.                                           73
SECTION 12.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.           73
SECTION 12.10. SUCCESSORS.                                              73
SECTION 12.11. SEVERABILITY.                                            73
SECTION 12.12. COUNTERPART ORIGINALS.                                   73
SECTION 12.13. TABLE OF CONTENTS, HEADINGS, ETC.                        73



                            EXHIBITS


EXHIBIT A1     FORM OF NOTE

EXHIBIT A2     FORM OF TEMPORARY REGULATION S NOTES

EXHIBIT B      FORM OF CERTIFICATE OF TRANSFER

EXHIBIT C      FORM OF CERTIFICATE OF EXCHANGE

EXHIBIT D      FORM OF CERTIFICATE FROM ACQUIRING ACCREDITED INVESTORS

EXHIBIT E      FORM OF NOTATION OF SENIOR SUBORDINATED NOTE RELATING
               TO GUARANTEE

EXHIBIT F      FORM OF SUPPLEMENTAL INDENTURE


                     Cross-Reference Table*


Trust Indenture Act Section                         Indenture Section

310(a)(1)                                                  7.10
   (a)(2)                                                  7.10
   (a)(3)                                                  N.A.
   (a)(4)                                                  N.A.
   (a)(5)                                                  7.10
   (b)                                                     7.10
   (c)                                                     N.A.
311(a)                                                     7.11
   (b)                                                     7.11
   (c)                                                     N.A.
312(a)                                                     2.05
   (b)                                                     12.03
   (c)                                                     12.03
313(a)                                                     7.06
   (b)(1)                                                  N.A.
   (b)(2)                                                  7.06
   (c)                                                  7.06;12.02
   (d)                                                     7.06
314(a)                                                  4.03;12.02
   (b)                                                     N.A.
   (c)(1)                                                  12.04
   (c)(2)                                                  12.04
   (c)(3)                                                  N.A.
   (d)                                                     N.A.
   (e)                                                     12.05
   (f)                                                     N.A.
315(a)                                                     7.01
   (b)                                                  7.05, 12.02
   (c)                                                     7.01
   (d)                                                     7.01
   (e)                                                     6.11
316(a)(last sentence)                                      2.09
   (a)(1)(A)                                               6.05
   (a)(1)(B)                                               6.04
   (a)(2)                                                  N.A.
   (b)                                                     6.07
   (c)                                                     2.12
317(a)(1)                                                  6.08
   (a)(2)                                                  6.09
   (b)                                                     2.04
318(a)                                                     12.01
   (b)                                                     N.A.
   (c)                                                     12.01

N.A. means not applicable.
----------------------
* This Cross-Reference Table is not part of the Indenture.




        This INDENTURE dated as of  August  19,  1999,  is  among
Blount, Inc., a Delaware corporation ("Blount" or the "Company"),
Blount  International,  Inc.,  a  Delaware  corporation  ("Blount
International"),  and BI Holdings Corp., a Delaware  corporation,
Benjamin  F. Shaw Company, a Delaware corporation, BI, L.L.C.,  a
Delaware  limited liability company, Blount Development Corp.,  a
Delaware   corporation,  Omark  Properties,   Inc.,   an   Oregon
corporation,  4520  Corp.,  Inc., a  Delaware  corporation,  Gear
Products, Inc., an Oklahoma corporation, Dixon Industries,  Inc.,
a  Kansas  corporation,  Frederick Manufacturing  Corporation,  a
Delaware  corporation,  Federal Cartridge  Company,  a  Minnesota
corporation, Simmons Outdoor Corporation, a Delaware corporation,
Mocenplaza  Development  Corp., a Delaware  corporation  and  CTR
Manufacturing,  Inc., a North Carolina corporation (collectively,
the "Guarantors"), and United States Trust Company of New York, a

bank  and trust company organized under the New York Banking Law,
as trustee (the "Trustee").

          The  Company, the Guarantors and the Trustee  agree  as
follows  for  the  benefit of each other and for  the  equal  and
ratable  benefit  of  the Holders of the 13% Senior  Subordinated
Notes   due  2009  (the  "Initial  Notes")  and  the  13%  Senior
Subordinated  Notes due 2009 (the "Exchange Notes" and,  together
with the Initial Notes and any Additional Notes, the "Notes"):


                           ARTICLE 1.
                  DEFINITIONS AND INCORPORATION
                          BY REFERENCE

Section 1.01.    Definitions.

          "144A Global Note" means the global note in the form of
Exhibit  A hereto bearing the Global Note Legend and the  Private
Placement Legend and deposited with and registered in the name of
the  Depositary  or  its  nominee  that  will  be  issued  in   a
denomination  equal to the outstanding principal  amount  of  the
Notes sold in reliance on Rule 144A.

          "1998  Indenture" means the Indenture dated as of  June
18,  1998  among  the Company, Blount International  and  LaSalle
National  Bank, as trustee, pursuant to which the Existing  Notes
were originally issued.

          "Acquired  Debt" means, with respect to  any  specified
Person, (i) Indebtedness of any other Person existing at the time
such  other  Person is merged with or into or became a Subsidiary
of  such  specified Person, whether or not such  Indebtedness  is
incurred  in connection with, or in contemplation of, such  other
Person  merging  with or into, or becoming a Subsidiary  of  such
specified  Person;  and  (ii)  Indebtedness  secured  by  a  Lien
encumbering any asset acquired by such specified Person.

          "Additional  Assets" means (i) any property  or  assets
(other  than  Capital Stock, Indebtedness or  rights  to  receive
payments over a period greater than 180 days) that are used by or
useful  to  Blount  International or a Restricted  Subsidiary  of
Blount International in a Permitted Business; or (ii) the Capital
Stock of a Person that either is already at the time a Restricted
Subsidiary  of  Blount  International  or  becomes  a  Restricted
Subsidiary of Blount International as a result of the acquisition
of   such  Capital  Stock  by  Blount  International  or  another
Restricted Subsidiary of Blount International.

          "Additional Interest" has the meaning ascribed  thereto
in Section 5 of the Registration Rights Agreement.

          "Additional   Notes"  means  up  to   $125,000,000   in
aggregate principal amount of Notes (other than the Initial Notes
or Exchange Notes) issued under this Indenture in accordance with
Sections 2.02 and 4.09 hereof.

          "Adjusted Net Assets" of a Guarantor at any date  means
the  lesser  of  the amount by which (i) the fair  value  of  the
property   of  such  Guarantor  exceeds  the  total   amount   of
liabilities,    including,   without    limitation,    contingent
liabilities  (after  giving  effect  to  all  other   fixed   and
contingent  liabilities incurred or assumed on  such  date),  but
excluding  liabilities under its Guarantee, of such Guarantor  at
such  date and (ii) the present fair salable value of the  assets
of  such  Guarantor at such date exceeds the amount that will  be
required to pay the probable liability of such Guarantor  on  its
debts  (after  giving  effect to all other fixed  and  contingent
liabilities  incurred or assumed on such date  and  after  giving
effect to any collection from any Subsidiary of such Guarantor in
respect  of  the  obligations  of  such  Subsidiary  under   such
Guarantee), excluding debt in respect of such Guarantee, as  they
become absolute and matured.

          "Affiliate"  of  any specified Person means  any  other
Person  directly  or indirectly controlling or controlled  by  or
under  direct  or  indirect common control  with  such  specified
Person. For purposes of this definition, "control," as used  with
respect  to  any Person, shall mean the possession,  directly  or
indirectly, of the power to direct or cause the direction of  the
management  or  policies  of  such Person,  whether  through  the
ownership  of  voting  securities,  by  agreement  or  otherwise;
provided  that beneficial ownership of 10% or more of the  Voting
Stock  of such Person shall be deemed to be control. For purposes
of  this definition, the terms "controlling," "controlled by" and
"under common control with" shall have correlative meanings.

          "Agent"  means  any  Registrar,  Paying  Agent  or  co-
registrar.

          "Applicable  Procedures" means,  with  respect  to  any
transfer or exchange of or for beneficial interests in any Global
Note,  the rules and procedures of the Depositary, Euroclear  and
Cedelbank that apply to such transfer or exchange.

          "Asset  Disposition" means the sale, lease,  conveyance
or other disposition of any assets or rights (including by way of
a  sale  and  leaseback) of Blount International or  any  of  its
Restricted Subsidiaries in one or more related transactions.

          "Asset  Sale" means (i) the sale, lease, conveyance  or
other disposition of any assets or rights (including by way of  a
sale and leaseback); provided that the sale, lease, conveyance or
other  disposition of all or substantially all of the  assets  of
Blount International and its Restricted Subsidiaries taken  as  a
whole  shall  be  governed by Section 4.15 hereof and/or  Section
5.01  hereof   and  not  by Section 4.10  hereof,  and  (ii)  the
issuance  of  Equity  Interests in any of Blount  International's
Restricted Subsidiaries or the sale of Equity Interests in any of
such Restricted Subsidiaries. Notwithstanding the foregoing,  the
following items shall not be deemed to be Asset Sales:   (i)  any
single  transaction  or series of related transactions  that  (A)
involves  assets  having  a  fair  market  value  of  less   than
$2,000,000 or (B) results in net proceeds to Blount International
and  its Restricted Subsidiaries of less than $2,000,000; (ii)  a
transfer  of  assets  by  Blount  International  to  one  of  its
Restricted Subsidiaries or by a Restricted Subsidiary  of  Blount
International  to  Blount International or to another  Restricted
Subsidiary of Blount International; (iii) an issuance  of  Equity
Interests  by a Restricted Subsidiary of Blount International  to
Blount  International  or  to another  Restricted  Subsidiary  of
Blount  International; (iv) the sale, lease or other  disposition
of  equipment, inventory, accounts receivable or other assets  in
the   ordinary  course  of  business;  (v)  the  sale  or   other
disposition  of  cash  or  Cash  Equivalents;  (vi)   the   sale,
conveyance  or other transfer of accounts receivable and  related
assets   customarily  transferred  in  an  asset   securitization
transaction   involving  accounts  receivable  to  a  Receivables
Subsidiary or by a Receivables Subsidiary, in connection  with  a
Qualified  Receivables  Transaction; and  (vii)  foreclosures  on
assets;  and  (viii)  a  Restricted Payment  permitted  by  or  a
Permitted  Investment  that  is not prohibited  by  Section  4.07
hereof.

          "Attributable Debt" in respect of a sale and  leaseback
transaction  means,  at  the time of determination,  the  present
value  of  the  obligation of the lessee for net rental  payments
during the remaining term of the lease included in such sale  and
leaseback  transaction including any period for which such  lease
has  been  extended  or  may, at the option  of  the  lessor,  be
extended. The present value shall be calculated using a  discount
rate equal to the rate of interest borne by the Notes, compounded
annually.

          "Bankruptcy  Law"  means Title 11,  U.S.  Code  or  any
similar federal or state law for the relief of debtors.

          "Beneficial  Owner" has the meaning  assigned  to  such
term  in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except
that  in  calculating the beneficial ownership of any  particular
"person"  (as  that  term  is used in  Section  13(d)(3)  of  the
Exchange  Act), that "person" shall be deemed to have  beneficial
ownership  of all securities that the "person" has the  right  to
acquire  by  conversion or exercise of other securities,  whether
the  right  is currently exercisable or is exercisable only  upon
the occurrence of a subsequent condition. The terms "Beneficially
Owns"   and  "Beneficially  Owned"  shall  have  a  corresponding
meaning.

          "Board  of  Directors" means:  (i) with  respect  to  a
corporation,  the  board of directors of the corporation  or  any
committee thereof duly authorized to act on behalf of the  board;
(ii) with respect to a partnership, the board of directors of the
general partner of the partnership; and (iii) with respect to any
other  Person,  the board or committee of such Person  serving  a
similar function.

          "Board Resolution" means, with respect to any Person, a
copy  of  a  resolution certified by the Secretary  or  Assistant
Secretary  of such Person to have been duly adopted by the  Board
of Directors of such Person and to be in full force and effect on
the date of such certification, and delivered to the Trustee.

          "Business  Day"  means  any  day  other  than  a  Legal
Holiday.

          "Capital  Lease  Obligation" means,  at  the  time  any
determination thereof is to be made, the amount of the  liability
in respect of a capital lease that would at such time be required
to be capitalized on a balance sheet in accordance with GAAP.

          "Capital   Stock"  means:  (i)  in  the   case   of   a
corporation, corporate stock; (ii) in the case of an  association
or    business   entity,   any   and   all   shares,   interests,
participations, rights or other equivalents (however  designated)
of corporate stock; (iii) in the case of a partnership or limited
liability  company, partnership or membership interests  (whether
general or limited); and (iv) any other interest or participation
that  confers  on a Person the right to receive a  share  of  the
profits and losses of, or distributions of assets of, the issuing
Person.

          "Cash  Equivalents" means:  (i) United States  dollars;
(ii)  securities  issued  or directly  and  fully  guaranteed  or
insured  by  the  United  States  government  or  any  agency  or
instrumentality thereof (provided that the full faith and  credit
of  the  United  States  is  pledged in support  thereof)  having
maturities  of  not  more  than  one  year  from  the   date   of
acquisition;  (iii) certificates of deposit and  eurodollar  time
deposits  with maturities of one year or less from  the  date  of
acquisition and overnight bank deposits, in each case,  with  any
lender  party  to  any  Credit  Facility  or  with  any  domestic
commercial  bank  having  capital  and  surplus  in   excess   of
$500,000,000; (iv) repurchase obligations of any lender party  to
any  Credit  Facility  or of any commercial bank  satisfying  the
requirements of clause (iii) of this definition, having a term of
not  more than 90 days with respect to securities issued or fully
guaranteed  or  insured  by  the United  States  government;  (v)
commercial  paper  of a domestic issuer rated  at  least  P-2  by
Moody's  or  A-2 by S&P, or carrying an equivalent  rating  by  a
nationally  recognized rating agency if both of Moody's  and  S&P
cease  publishing  ratings of investments; (vi)  securities  with
maturities  of  one  year or less from the  date  of  acquisition
issued  or  fully  guaranteed  by  any  state,  commonwealth   or
territory  of the United States, by any political subdivision  or
taxing authority of any such state, commonwealth or territory  or
by  any  foreign  government,  the  securities  of  which  state,
commonwealth  territory, political subdivision, taxing  authority
or  foreign government (as the case may be) are rated at least  A
by  S&P or A by Moody's; (vii) securities with maturities of  one
year  or  less  from  the date of acquisition backed  by  standby
letters  of  credit  issued by any lender  party  to  any  Credit
Facility  or  any commercial bank satisfying the requirements  of
clause  (iii) of this definition; (viii) in the case  of  Foreign
Subsidiaries  operating  in Europe, available  cash  invested  in
interest bearing accounts, certificates of deposit and eurodollar
time  deposits with maturities of one year or less from the  date
of  acquisition and overnight bank deposits, in each  case,  with
any  commercial bank having a class of debt securities  rated  at
least  A-  by S&P or A-3 by Moody's; (ix) in the case of  Foreign
Subsidiaries operating in Brazil, available cash invested in  (A)
interest  bearing  accounts  and  certificates  of  deposit  with
maturities  of one year or less from the date of acquisition  and
overnight  bank  deposits,  in  each  case,  with  any  Brazilian
commercial bank having a class of debt securities rated at  least
B+  by  S&P or B-1 by Moody's or (B) export notes in U.S. dollars
issued by a Brazilian commercial bank with maturities of 90  days
or  less  from the date of acquisition; provided that  if  export
notes  are  not  available, available cash  may  be  invested  in
certificates  of  deposit issued by a Brazilian  commercial  bank
with  maturities of one year or less from the date of acquisition
and  denominated  in  Brazilian reals swapped  for  U.S.  dollars
pursuant  to  an  agreement  related to  Hedging  Obligations  to
protect against currency devaluation; provided, further, that the
aggregate principal amount of available cash invested pursuant to
this  clause  (ix)  at  any  time outstanding  shall  not  exceed
$10,000,000; or (x) money market funds at least 95% of the assets
of  which  constitute Cash Equivalents of the kinds described  in
clauses (i) through (vii) of this definition.

          "Cedelbank" means Cedelbank, societe anonyme.

          "Change of Control" means the occurrence of any of  the
following:   (i)  the direct or indirect sale,  lease,  transfer,
conveyance or other disposition (other than by way of  merger  or
consolidation),  in one or a series of related  transactions,  of
all  or  substantially all of the properties or assets of  Blount
International and its Restricted Subsidiaries taken as a whole to
any  "person"  (as such term is used in Section 13(d)(3)  of  the
Exchange  Act)  other than the Principal or its Related  Parties,
except for a transaction (A) in which the transferee becomes  the
obligor  in  respect  of the Notes; and (B) following  which  the
transferee is a Domestic Subsidiary and a Wholly Owned Subsidiary
of  the  transferor; (ii) the adoption of a plan relating to  the
liquidation or dissolution of Blount International, other than  a
plan  solely  relating to the liquidation or dissolution  of  the
Company into Blount International; (iii) the consummation of  any
transaction (including any merger or consolidation) the result of
which  is  that any "person" (as defined above), other  than  the
Principal and its Related Parties, becomes the Beneficial  Owner,
directly  or indirectly, of more than 50% of the Voting Stock  of
Blount International, measured by voting power rather than number
of  shares; (iv) the first day on which a majority of the members
of  the  Board  of  Directors  of Blount  International  are  not
Continuing  Directors;  or  (v) the consolidation  or  merger  of
Blount   International  with  or  into,  any   Person,   or   the
consolidation  or  merger  of any Person  with  or  into,  Blount
International,  pursuant to a transaction in  which  any  of  the
outstanding  Voting Stock of Blount International  or  the  other
Person  is  converted into or exchanged for cash,  securities  or
other property, other than any transaction where the Voting Stock
of  Blount  International outstanding immediately prior  to  that
transaction  is  converted  into or exchanged  for  Voting  Stock
(other  than  Disqualified Stock) of the surviving or  transferee
Person constituting at least a majority of the outstanding shares
of  the  Voting  Stock  of  the surviving  or  transferee  Person
(immediately  after  giving effect to  the  issuance).   For  the
purpose  of  this definition, any transfer of any  equity  of  an
entity that was formed for the purpose of acquiring Voting  Stock
of Blount International will be deemed to be a transfer of equity
interest in Blount International.

          "Commission"   means   the  Securities   and   Exchange
Commission.

          "Consolidated  Cash Flow" means, with  respect  to  any
specified  Person for any period, the Consolidated Net Income  of
such  Person  for such period plus:  (i) an amount equal  to  any
extraordinary loss plus any net loss realized by such  Person  or
any  of  its Restricted Subsidiaries in connection with an  Asset
Sale  (to the extent such losses were deducted in computing  such
Person's Consolidated Net Income); plus (ii) provision for  taxes
based  on  income  or profits of such Person and  its  Restricted
Subsidiaries  for such period, to the extent that such  provision
for  taxes  was deducted in computing such Person's  Consolidated
Net  Income;  plus (iii) consolidated interest  expense  of  such
Person  and its Restricted Subsidiaries for such period,  whether
paid  or  accrued  and without duplication, and  whether  or  not
capitalized  (including amortization of debt issuance  costs  and
original issue discount, non-cash interest payments, the interest
component  of  any  deferred  payment obligations,  the  interest
component   of   all  payments  associated  with  Capital   Lease
Obligations, imputed interest with respect to Attributable  Debt,
commissions,  discounts and other fees and  charges  incurred  in
respect  of  letter of credit or bankers' acceptance  financings,
and  net  of the effect of all payments made or received pursuant
to  Hedging Obligations), to the extent that any such expense was
deducted in computing such Person's Consolidated Net Income; plus
(iv)   all   one-time  fees,  costs,  expenses  (including   cash
compensation   payments),  in  each  case  incurred   by   Blount
International  and its Restricted Subsidiaries (A) in  connection
with  the  Recapitalization  of  Blount  International  and   (B)
incurred  in connection with or resulting from any other  merger,
consolidation,  recapitalization or acquisition  occurring  after
the  Issue  Date; plus (v) depreciation, amortization  (including
amortization  of  goodwill  and other intangibles  but  excluding
amortization of prepaid cash expenses that were paid in  a  prior
period)  and  other  non-cash expenses  (excluding  any  non-cash
expense to the extent that it represents an accrual of or reserve
for  cash  expenses  in any future period or  amortization  of  a
prepaid  cash  expense that was paid in a prior period)  of  such
Person  and  its Restricted Subsidiaries for such period  to  the
extent  that  such depreciation, amortization and other  non-cash
expenses  were  deducted in computing such Person's  Consolidated
Net   Income;   minus   (vi)  non-cash  items   increasing   such
Consolidated Net Income for such period, other than  the  accrual
of revenue in the ordinary course of business, in each case, on a
consolidated basis and determined in accordance with GAAP.

          Notwithstanding the preceding, the provision for  taxes
based  on  the  income  or profits of, and the  depreciation  and
amortization  and  other non-cash expenses of,  a  Subsidiary  of
Blount International shall be added to Consolidated Net Income to
compute  Consolidated Cash Flow of Blount International  only  to
the  extent that a corresponding amount would be permitted at the
date of determination to be directly or indirectly dividended  to
Blount   International   by   such   Subsidiary   without   prior
governmental approval (that has not been obtained),  and  without
direct  or  indirect restriction pursuant to  the  terms  of  its
charter  and  all  agreements, instruments,  judgments,  decrees,
orders,  statutes, rules and governmental regulations  applicable
to such Subsidiary or its stockholders.

          "Consolidated  Net Income" means, with respect  to  any
specified Person for any period, the aggregate of the Net  Income
of  such  Person and its Restricted Subsidiaries for such period,
on  a  consolidated  basis, determined in accordance  with  GAAP;
provided  that:  (i) the Net Income (but not loss) of any  Person
that  is  not the specified Person or a Restricted Subsidiary  or
that is accounted for by the equity method of accounting shall be
included  only  to  the  extent of the  amount  of  dividends  or
distributions paid in cash to the referent Person or a Restricted
Subsidiary  of such Person; (ii) the Net Income of any Restricted
Subsidiary  shall be excluded to the extent that the  declaration
or   payment  of  dividends  or  similar  distributions  by  such
Restricted  Subsidiary of such Net Income is not at the  date  of
determination  permitted without any prior governmental  approval
(that  has  not  been obtained) or, directly  or  indirectly,  by
operation   of  the  terms  of  its  charter  or  any  agreement,
instrument,   judgment,   decree,   order,   statute,   rule   or
governmental regulation applicable to such Restricted  Subsidiary
or  its stockholders; (iii) the Net Income of any Person acquired
in a pooling of interests transaction for any period prior to the
date  of   such  acquisition  shall be  excluded;  and  (iv)  the
cumulative effect of a change in accounting principles  shall  be
excluded.

          Notwithstanding  the  foregoing, for  the  purposes  of
Section   4.07   hereof  only,  there  shall  be  excluded   from
Consolidated   Net   Income   any  repurchases,   repayments   or
redemptions of Investments, proceeds realized on the sale of  the
Investments  or  return of capital to Blount International  or  a
Restricted Subsidiary of Blount International to the extent  such
repurchases,   repayments,  redemptions,  proceeds   or   returns
increase  the amount of Restricted Payments permitted under  such
Section 4.07 pursuant to clause (c)(iii) thereof.

          "Continuing  Director"  means,  as  of  any   date   of
determination,  any  member  of the Board  of  Directors  of  the
Company  or Blount International, as applicable, who  (i)  was  a
member  of  such Board of Directors on the Issue Date hereof;  or
(ii)  was  nominated for election or elected  to  such  Board  of
Directors  of the Company or Blount International, as applicable,
with  the approval of a majority of the Continuing Directors  who
were  members  of  such Board at the time of such  nomination  or
election.

          "Corporate  Trust  Office  of  the  Trustee"  shall  be
located at 114 West 47th Street, 25th Floor, Mail Stop HQ 25, New
York, New York 10036-1532, or such other address as to which  the
Trustee may give notice to the Company.

          "Credit  Facilities" means one or more debt  facilities
(including  the  New  Credit  Facilities)  or  commercial   paper
facilities,  in  each  case  with banks  or  other  institutional
lenders  providing  for  revolving  credit  loans,  term   loans,
receivables  financing (including through the sale of receivables
to such lenders or to special entities formed to borrow from such
lenders  against such receivables) or letters of credit, in  each
case  as  amended,  restated,  modified,  supplemented,  renewed,
refunded, refinanced, restructured, replaced, repaid or  extended
in whole or in part from time to time.

          "Default" means any event that is, or with the  passage
of  time  or the giving of notice or both would be, an  Event  of
Default.

          "Definitive Note" means a certificated Note  registered
in  the name of the Holder thereof and issued in accordance  with
Article 2 hereof, substantially in the form of Exhibit A1 hereto,
except  that such Note shall not bear the Global Note Legend  and
shall  not  have the "Schedule of Exchanges of Interests  in  the
Global Note" attached thereto.

          "Depositary" means, with respect to the Notes  issuable
or  issued  in  whole  or  in part in  global  form,  the  Person
specified  in Section 2.03 hereof as the Depositary with  respect
to  the  Notes,  until a successor shall have been appointed  and
become  such  pursuant  to  the  applicable  provision  of   this
Indenture,  and, thereafter, "Depositary" shall mean  or  include
such successor.

          "Designated  Noncash  Consideration"  means  the   fair
market   value  of  noncash  consideration  received  by   Blount
International or one of its Restricted Subsidiaries in connection
with  an  Asset Sale that is so designated as Designated  Noncash
Consideration pursuant to an Officers' Certificate, setting forth
the  basis  of  such valuation, less the amount of cash  or  Cash
Equivalents received in connection with a sale of the  Designated
Noncash Consideration.

          "Designated  Senior  Debt" means (i)  any  Indebtedness
under  the  New Credit Facilities and (ii) any other Senior  Debt
permitted under this Indenture the principal amount of  which  is
$25,000,000  or more and that has been designated by the  Company
as a "Designated Senior Debt."

          "Disqualified Stock" means any Capital Stock  that,  by
its  terms  (or  by the terms of any security into  which  it  is
convertible, or for which it is exchangeable, in each case at the
option  of  the  holder thereof), or upon the  happening  of  any
event,  matures  or  is  mandatorily redeemable,  pursuant  to  a
sinking  fund  obligation or otherwise, or is redeemable  at  the
option of the Holder thereof, in whole or in part, on or prior to
the  date  that  is  91 days after the date on  which  the  Notes
mature. Notwithstanding the preceding sentence, any Capital Stock
that  would  constitute  Disqualified Stock  solely  because  the
holders  thereof have the right to require the Company or  Blount
International,  as applicable, to repurchase such  Capital  Stock
upon the occurrence of a Change of Control or an Asset Sale shall
not  constitute Disqualified Stock if the terms of  such  Capital
Stock  provide  that  the  Company or  Blount  International,  as
applicable,  may not repurchase or redeem any such Capital  Stock
pursuant  to such provisions unless such repurchase or redemption
complies with Section 4.07 hereof.

          "Distribution  Compliance  Period"  means  the   40-day
distribution compliance period as defined in Regulation S.

          "Domestic  Subsidiary" means any Subsidiary  of  Blount
International that was formed under the laws of the United States
or any state thereof or the District of Columbia.

          "Equity   Interests"  means  Capital  Stock   and   all
warrants,  options or other rights to acquire Capital Stock  (but
excluding  any  debt  security  that  is  convertible  into,   or
exchangeable for, Capital Stock).

          "Equity  Offering" means any public or private offering
of Capital Stock (excluding Disqualified Stock) of the Company or
Blount  International,  other  than  any  private  sales  to   an
Affiliate of the Company or Blount International.

          "Euroclear" means Morgan Guaranty Trust Company of  New
York, Brussels office, as operator of the Euroclear system.

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

          "Exchange  Notes"  means the Notes, together  with  the
related  Guarantees,  issued in the Exchange  Offer  pursuant  to
Section 2.06(f) hereof.

          "Exchange  Offer"  has the meaning  set  forth  in  the
Registration Rights Agreement.

          "Existing  Indebtedness" means Indebtedness  of  Blount
and  its  Subsidiaries  (other than Indebtedness  under  the  New
Credit  Facilities) in existence on the Issue  Date,  until  such
amounts are repaid.

          "Existing   Notes"  means  the  $150,000,000   original
aggregate principal amount of 7% Senior Notes due 2005 of  Blount
issued under the 1998 Indenture.

          "Fixed  Charges" means, with respect to  any  specified
Person or any of its Restricted Subsidiaries for any period,  the
sum,  without  duplication,  of  (i)  the  consolidated  interest
expense  of such Person and its Restricted Subsidiaries for  such
period,  when  first  paid  or accrued  and  without  duplication
(including amortization of debt issuance costs and original issue
discount,  non-cash interest payments, the interest component  of
any  deferred payment obligations, the interest component of  all
payments  associated  with  Capital  Lease  Obligations,  imputed
interest   with   respect  to  Attributable  Debt,   commissions,
discounts  and  other  fees and charges incurred  in  respect  of
letter  of credit or bankers' acceptance financings, and  net  of
the  effect of all payments made or received pursuant to  Hedging
Obligations); plus (ii) the consolidated interest of such  Person
and  its Restricted Subsidiaries that was capitalized during such
period;  plus  (iii)  any  interest expense  on  Indebtedness  of
another  Person that is guaranteed by such Person or one  of  its
Restricted  Subsidiaries or secured by a Lien on assets  of  such
Person or one of its Restricted Subsidiaries (whether or not such
Guarantee or Lien is called upon); plus (iv) the product  of  (A)
all  dividends, whether paid or accrued, whether or not in  cash,
on  any  series of Preferred Stock of such Person or any  of  its
Restricted Subsidiaries, other than dividends on Equity Interests
payable  solely  in Equity Interests of the Company  (other  than
Disqualified Stock) or to the Company or a Restricted  Subsidiary
of  the Company, times (B) a fraction, the numerator of which  is
one  and  the denominator of which is one minus the then  current
combined  federal, state and local statutory  tax  rate  of  such
Person,  expressed as a decimal, in each case, on a  consolidated
basis and in accordance with GAAP.

          "Fixed Charge Coverage Ratio" means with respect to any
specified Person and its Restricted Subsidiaries for any  period,
the  ratio of the Consolidated Cash Flow of such Person  and  its
Restricted  Subsidiaries for such period to the Fixed Charges  of
such  Person  and  its Restricted Subsidiaries for  that  period;
provided, however, that:  (i) if (x) Blount International or  any
of  its  Restricted Subsidiaries has issued, assumed, guaranteed,
incurred  or  otherwise  becomes directly or  indirectly  liable,
contingently or otherwise, for ("incurred") any Indebtedness, (y)
Blount  International or the Company has issued any  Disqualified
Stock, or (z) any of their respective Subsidiaries has issued any
Preferred Stock, in each case, since the beginning of such period
that  remains outstanding, or if the transaction giving  rise  to
the  need  to  calculate the Fixed Charge Coverage  Ratio  is  an
incurrence  of Indebtedness or an issuance of Disqualified  Stock
or Preferred Stock, or any combination of the above, Consolidated
Cash  Flow  and Fixed Charges for such period shall be calculated
after  giving  effect on a pro forma basis to such  Indebtedness,
Disqualified  Stock  or Preferred Stock as if such  Indebtedness,
Disqualified Stock or Preferred Stock had been incurred or issued
on  the  first day of such period and the discharge or redemption
of  any other Indebtedness, Disqualified Stock or Preferred Stock
repaid,  repurchased, redeemed, defeased or otherwise  discharged
with the proceeds of that new Indebtedness, Disqualified Stock or
Preferred  Stock as if such discharge or redemption had  occurred
on  the first day of such period; (ii) if Blount International or
any  of  its  Restricted  Subsidiaries has  repaid,  repurchased,
redeemed,  defeased  or  otherwise discharged  any  Indebtedness,
Disqualified Stock or Preferred Stock since the beginning of such
period  or  if any Indebtedness, Disqualified Stock or  Preferred
Stock  is  to  be  repaid,  repurchased,  redeemed,  defeased  or
otherwise  discharged  (in  each  case  other  than  Indebtedness
incurred   under  any  revolving  credit  facility  unless   such
Indebtedness  has  been  permanently  repaid  and  has  not  been
replaced) on the date of the transaction giving rise to the  need
to  calculate the Fixed Charge Coverage Ratio, Consolidated  Cash
Flow  and Fixed Charges for such period shall be calculated on  a
pro  forma basis as if such discharge or redemption had  occurred
on the first day of such period and as if Blount International or
such Restricted Subsidiary of Blount International has not earned
the interest income actually earned during such period in respect
of  cash  or Cash Equivalents used to repay, repurchase,  redeem,
defease  or  otherwise discharge such Indebtedness,  Disqualified
Stock  or Preferred Stock; (iii) if since the beginning  of  such
period  Blount  International  or any  Restricted  Subsidiary  of
Blount  International shall have made any Asset Disposition,  the
Consolidated  Cash Flow for such period shall be  reduced  by  an
amount equal to the Consolidated Cash Flow (if positive) directly
attributable  to the assets which are the subject of  such  Asset
Disposition for such period, or increased by an amount  equal  to
the  Consolidated Cash Flow (if negative), directly  attributable
thereto  for such period and Fixed Charges for such period  shall
be  reduced  by  an  amount equal to the Fixed  Charges  directly
attributable to any Indebtedness, Disqualified Stock or Preferred
Stock  of  Blount International or any Restricted  Subsidiary  of
Blount  International repaid, repurchased, redeemed, defeased  or
otherwise discharged with respect to Blount International and its
continuing Restricted Subsidiaries in connection with  the  Asset
Disposition  for  such period (or, if the Capital  Stock  of  any
Restricted Subsidiary of Blount International is sold, the  Fixed
Charges for such period directly attributable to the Indebtedness
of  such  Restricted  Subsidiary of Blount International  to  the
extent   Blount  International  and  its  continuing   Restricted
Subsidiaries are no longer liable for the Indebtedness after that
sale);  (iv)  if  since  the  beginning  of  such  period  Blount
International   or   any   Restricted   Subsidiary   of    Blount
International (by merger, consolidation or otherwise) shall  have
made  an  Investment  in  any  Restricted  Subsidiary  of  Blount
International  (or  such  Person  which  becomes   a   Restricted
Subsidiary of Blount International) or an acquisition of  assets,
including any acquisition of assets occurring in connection  with
a transaction requiring a calculation to be made hereunder, which
constitutes all or substantially all of an operating  unit  of  a
business,  Consolidated  Cash Flow and  Fixed  Charges  for  such
period  shall be calculated after giving pro forma effect thereto
(including the incurrence of any Indebtedness or the issuance  of
any  Disqualified Stock or Preferred Stock) as if such Investment
or  acquisition occurred on the first day of such period; and (v)
if   since  the  beginning  of  such  period  such  Person  (that
subsequently   became   a   Restricted   Subsidiary   of   Blount
International, or was merged or consolidated with or into  Blount
International   or   any   Restricted   Subsidiary   of    Blount
International,  since the beginning of such  period)  shall  have
made  any  Asset  Disposition, any Investment or  acquisition  of
assets  that would have required an adjustment pursuant to clause
(iii)  or  (iv)  above  if  made by  Blount  International  or  a
Restricted  Subsidiary  of  Blount  International,  during   such
period, Consolidated Cash Flow and Fixed Charges for such  period
shall  be calculated after giving pro forma effect thereto as  if
such Asset Disposition, Investment or acquisition occurred on the
first day of such period.

          For  purposes  of this definition, whenever  pro  forma
effect  is  to  be  given to an acquisition of assets,  including
through  merger, consolidated or otherwise, the amount of  income
or  earnings  relating thereto and the amount  of  Fixed  Charges
associated  with any Indebtedness incurred or Disqualified  Stock
or  Preferred Stock issued in connection therewith, the pro forma
calculations  shall be determined in good faith by a  responsible
financial  or  accounting  Officer  of  Blount  International  in
accordance with Regulation S-X of the Securities Act, but without
giving  effect to clause (iii) of the proviso set  forth  in  the
definition  of  Consolidated  Net Income.  If  any  Indebtedness,
Disqualified  Stock or Preferred Stock bears a floating  rate  of
interest  or dividends and is being given pro forma effect,  such
interest  or  dividends shall be calculated as  if  the  rate  in
effect on the date of determination had been the applicable  rate
for  the entire period (taking into account any agreement related
to   Hedging   Obligations  applicable   to   the   Indebtedness,
Disqualified Stock or Preferred Stock if the agreement related to
Hedging Obligations has a remaining term in excess of 12 months).

          "Foreign Subsidiary" means a Restricted Subsidiary that
is not a Domestic Subsidiary.

          "GAAP"  means generally accepted accounting  principles
set  forth  in the opinions and pronouncements of the  Accounting
Principles  Board  of the American Institute of Certified  Public
Accountants  and statements and pronouncements of  the  Financial
Accounting  Standards Board or in such other statements  by  such
other  entity as have been approved by a significant  segment  of
the accounting profession, which are in effect on the Issue Date.

          "Global  Notes"  means, individually and  collectively,
each  of the Restricted Global Notes and the Unrestricted  Global
Notes,  substantially in the form of Exhibits  A1  or  A2  hereto
issued in accordance with Article 2 hereof.

          "Global  Note  Legend" means the legend  set  forth  in
Section  2.06(g)(ii)  hereof to be placed  on  all  Global  Notes
issued under this Indenture.

          "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America  for  the
payment  of  which guarantee or obligations the  full  faith  and
credit of the United States is pledged.

          "guarantee"   means   a  guarantee,   other   than   by
endorsement  of  negotiable instruments  for  collection  in  the
ordinary  course of business, direct or indirect, in  any  manner
including  by  way  of a pledge of assets or through  letters  of
credit or reimbursement agreements in respect thereof, of all  or
any part of any Indebtedness.

          "Guarantee" means the Guarantee of the Notes by each of
the  Guarantors pursuant to Article 11 hereof and in the form  of
Notation  on  Senior  Subordinated  Note  Relating  to  Guarantee
attached as Exhibit E hereto and any additional Guarantee of  the
Notes  to  be  executed  by any Restricted Subsidiary  of  Blount
International pursuant to Section 4.13 hereof.

          "Guarantors"  means  each of (i) Blount  International;
(ii)  BI Holdings Corp., a Delaware corporation; Benjamin F. Shaw
Company,  a Delaware corporation; BI, L.L.C., a Delaware  limited
liability   company;  Blount  Development   Corp.,   a   Delaware
corporation; Omark Properties, Inc., an Oregon corporation;  4520
Corp.,  Inc.,  a  Delaware corporation; Gear Products,  Inc.,  an
Oklahoma   corporation;   Dixon  Industries,   Inc.,   a   Kansas
corporation;  Frederick  Manufacturing  Corporation,  a  Delaware
corporation;  Federal Cartridge Company, a Minnesota corporation;
Simmons  Outdoor Corporation, a Delaware corporation;  Mocenplaza
Development Corp., a Delaware corporation; and CTR Manufacturing,
Inc.,   a  North  Carolina  corporation;  and  (iii)  any   other
Subsidiary  of Blount International that executes a Guarantee  in
accordance  with  the  provisions of this  Indenture;  and  their
respective successors.

          "Hedging  Obligations"  means,  with  respect  to   any
specified  Person,  the  obligations of  such  Person  under  (i)
interest  rate swap agreements, interest rate cap agreements  and
interest  rate collar agreements; (ii) foreign exchange contracts
and  currency  swap  agreements; and (iii)  other  agreements  or
arrangements entered into in the ordinary course of business  and
designed  to protect such Person against fluctuations in interest
rates or currency exchange rates.

          "Holder"  means  a  Person in  whose  name  a  Note  is
registered.

          "Indebtedness"  means, with respect  to  any  specified
Person,  any  indebtedness  of  such  Person,  whether   or   not
contingent,  (i) in respect of borrowed money; (ii) evidenced  by
bonds,  notes,  debentures or similar instruments or  letters  of
credit (or reimbursement agreements in respect thereof); (iii) in
respect of banker's acceptances; (iv) representing Capital  Lease
Obligations;  (v) in respect of all obligations  of  such  Person
issued or assumed as the deferred purchase price of property, all
conditional  sale obligations of such Person and all  obligations
of such Person under any title retention agreement (but excluding
trade  accounts  payable  arising  in  the  ordinary  course   of
business); or (vi) representing any Hedging Obligations,  if  and
to  the extent any of the preceding items (other than letters  of
credit and Hedging Obligations) would appear as a liability  upon
a  balance sheet of such Person prepared in accordance with GAAP.
In addition, the term "Indebtedness" includes all Indebtedness of
others secured by a Lien on any asset of such Person (whether  or
not  such Indebtedness is assumed by such Person), the amount  of
such  obligation being deemed to be the lesser of  the  value  of
such  property  or  assets and the amount of  the  obligation  so
secured. The term "Indebtedness" also includes, to the extent not
otherwise  included,  the  guarantee  by  such  Person   of   any
Indebtedness  of  any  other  Person,  but  excluding  from   the
definition   of   "Indebtedness,"  any  of  the  foregoing   that
constitutes  (A) an accrued expense, (B) trade payables  and  (C)
Obligations  in  respect of workers' compensation,  pensions  and
retiree  health care, in each case to the extent not overdue  for
more  than  90  days.  Notwithstanding the  foregoing,  the  term
"Indebtedness" will also exclude customary earn-out  arrangements
entered   into  in  connection  with  the  purchase   by   Blount
International   or   any   Restricted   Subsidiary   of    Blount
International  of any business pursuant to which the  seller  may
become  entitled  to additional consideration  depending  on  the
performance or such business; provided, however, that at the time
the  arrangement is entered into the amount of that consideration
is  contingent upon future events (other than the lapse of  time)
and,  to the extent that consideration thereafter becomes a fixed
amount payable by Blount International or a Restricted Subsidiary
of  Blount  International, the amount  is  paid  within  30  days
thereafter.

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

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

          "Indirect  Participant" means  a  Person  who  holds  a
beneficial interest in a Global Note through a Participant.

          "Initial   Notes"  means  $325,000,000   in   aggregate
principal amount of Notes issued under this Indenture on the date
hereof.

          "Institutional    Accredited   Investor"    means    an
institution that is an "accredited investor" as defined  in  Rule
501(a)(1), (2), (3) or (7) under the Securities Act.

          "Investments"  means, with respect to any  Person,  all
investments   by   such  Person  in  other   Persons   (including
Affiliates)  in the forms of direct or indirect loans  (including
guarantees   or   other   obligations),   advances   or   capital
contributions  (excluding  (x)  commission,  travel  and  similar
advances to officers and employees made in the ordinary course of
business and (y) advances to customers in the ordinary course  of
business that are recorded as accounts receivable on the  balance
sheet  of  the  lender)  or other similar extensions  of  credit,
purchases   or   other   acquisitions   for   consideration    of
Indebtedness, Equity Interests or other securities, together with
all  items  that are or would be classified as investments  on  a
balance  sheet  prepared  in  accordance  with  GAAP.  If  Blount
International   or   any   Restricted   Subsidiary   of    Blount
International sells or otherwise disposes of any Equity Interests
of  any  direct  or  indirect  Restricted  Subsidiary  of  Blount
International such that, after giving effect to any such sale  or
disposition, such Person is no longer a Restricted Subsidiary  of
Blount  International, Blount International shall  be  deemed  to
have  made  an  Investment  on the  date  of  any  such  sale  or
disposition  equal  to  the  fair  market  value  of  the  Equity
Interests  of such Restricted Subsidiary not sold or disposed  of
in  an amount determined as provided in the penultimate paragraph
of Section 4.07 hereof.

          "Issue  Date"  means the date on which  the  notes  are
originally issued.

          "Legal Holiday" means a Saturday, a Sunday or a day  on
which  banking institutions in The City of New York or at a place
of  payment are authorized by law, regulation or executive  order
to remain closed. If a payment date is a Legal Holiday at a place
of  payment,  payment  may be made at  that  place  on  the  next
succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

          "Lehman Accredited Investor" means each of the officers
or directors of Lehman Brothers Inc. or its affiliates that is an
"accredited investor" as defined in Rule 501(a)(5) or  (6)  under
the  Securities  Act and his or her spouse, if  applicable,  that
will  take  delivery  of  a  Note in the  form  of  a  Restricted
Definitive Note..

          "Lehman  Brothers  Merchant  Banking  Partners"   means
Lehman  Merchant Banking Partners II L.P. and its affiliated  co-
investors.

          "Letter of Transmittal" means the letter of transmittal
to  be  prepared  by the Company and sent to all Holders  of  the
Initial  Notes  for  use by such Holders in connection  with  the
Exchange Offer.

          "Lien"  means, with respect to any asset, any mortgage,
lien,  pledge,  charge, security interest or encumbrance  of  any
kind in respect of such asset, whether or not filed, recorded  or
otherwise   perfected  under  applicable   law,   including   any
conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give
a security interest in and any filing of or agreement to give any
financing  statement  under  the  Uniform  Commercial  Code   (or
equivalent statutes) of any jurisdiction.

          "Marketable  Securities" means,  with  respect  to  any
Asset  Sale,  any readily marketable equity securities  that  are
(i)  traded  on  the New York Stock Exchange, the American  Stock
Exchange  or  the Nasdaq National Market; and (ii)  issued  by  a
corporation  having a total equity market capitalization  of  not
less  than  $250,000,000; provided that the excess  of:  (A)  the
aggregate  amount of securities of any one such corporation  held
by   Blount  International and any of its Restricted Subsidiaries
over  (B)  ten  times  the average daily trading  volume  of  the
securities during the 20 immediately preceding trading days  will
be  deemed  not  to be Marketable Securities;  in  each  case  as
determined  on  the date of the contract relating to  such  Asset
Sale.

          "Merger  Agreement"  means the Agreement  and  Plan  of
Merger  and  Recapitalization dated as of April 18, 1999  between
Blount  International  and  Red Dog  Acquisition  whereby  Blount
International will merge with Red Dog Acquisition  at  the  Issue
Date with Blount International surviving the merger and retaining
its name.

          "Moody's" means Moody's Investors Service, Inc. or  any
successor to its rating agency business.

          "Net  Income"  means,  with respect  to  any  specified
Person,  the  net  income (loss) of such  Person,  determined  in
accordance  with  GAAP  and before any reduction  in  respect  of
Preferred Stock dividends, excluding, however, (i) any gain  (and
loss), together with any related provision for taxes on such gain
(loss),   realized  in  connection  with:  (A)  any  Asset   Sale
(including   dispositions  pursuant   to   sale   and   leaseback
transactions); or (B) the disposition of any securities  by  such
Person   or   any   of   its  Restricted  Subsidiaries   or   the
extinguishment of any Indebtedness of such Person or any  of  its
Restricted  Subsidiaries; and (ii) any  extraordinary  gain  (and
loss),  together  with any related provision for  taxes  on  such
extraordinary gain (and loss).

          "Net   Proceeds"  means  the  aggregate  cash  proceeds
received  by  Blount  International  or  any  of  its  Restricted
Subsidiaries  (i)  in  respect of any issuance  or  sale  of  any
Capital Stock and (ii) in respect of any Asset Sale (including in
each  case any cash payments received by way of deferred  payment
of  principal  pursuant  to a note or installment  receivable  or
otherwise and proceeds from the sale or other disposition of  any
securities  received  as consideration,  but  only  as  and  when
received, but excluding any other consideration received  in  the
form of an assumption by the acquiring Person of Indebtedness  or
other  obligations  relating  to such  properties  or  assets  or
received  in any other noncash form), in each case net  of:   (A)
all  legal,  title  and recording tax expenses,  commissions  and
other  fees  and  expenses  incurred,  and  all  Federal,  state,
provincial, foreign and local taxes required to be accrued and as
a  liability  under GAAP, as a consequence of  such  Asset  Sale,
after taking into account any available tax credits or deductions
and any tax sharing arrangements; (B) all distributions and other
payments  required  to be made to minority  interest  holders  in
Restricted Subsidiaries as a result of such Asset Sale;  (C)  all
direct  costs,  including  all legal, accounting  and  investment
banking  fees, and sales commissions, and any relocation expenses
incurred  as a result; and (D) amounts required to be applied  to
the  repayment of Indebtedness secured by a Lien on the asset  or
assets  that were the subject of such Asset Sale and any  reserve
for  adjustment  in respect of the sale price of  such  asset  or
assets established in accordance with GAAP.

          "New  Credit  Facilities" means the  credit  agreement,
dated as of the Issue Date, by and among the Company as borrower,
Blount  International,  Lehman Brothers Inc.,  as  advisor,  lead
arranger  and  book  manager, Lehman  Commercial  Paper  Inc.  as
syndication agent, Bank of America, N.A. as administrative  agent
and  the  several  banks  and  other  financial  institutions  or
entities from time to time parties thereto, as syndication agent,
providing for up to $400,000,000 of term loan borrowings  and  up
to  $100,000,000  of revolving credit borrowings,  including  any
related  notes,  collateral  documents,  letters  of  credit  and
related   documentation,  and  guarantees  and  any   appendices,
exhibits, or schedules to any of the foregoing (as the  same  may
be  in effect from time to time), in each case, as any or all  of
such   agreements   may   be  amended,  restated,   modified   or
supplemented from time to time, or renewed, refunded, refinanced,
restructured,  replaced, repaid or extended  from  time  to  time
(whether with the original agents and lenders or other agents and
lenders  or  otherwise, and whether provided under  the  original
credit  agreement  or  one  or more other  credit  agreements  or
otherwise).

          "Non-Recourse  Debt"  means Indebtedness:   (i)  as  to
which  neither  Blount International nor any  of  its  Restricted
Subsidiaries  (A) provides credit support of any kind  (including
any  undertaking,  agreement or instrument that would  constitute
Indebtedness) other than a pledge of the Equity Interests of  any
Unrestricted  Subsidiaries, (B) is directly or indirectly  liable
as  a guarantor or otherwise, or (C) constitutes the lender; (ii)
no  default with respect to which (including any rights that  the
holders  thereof may have to take enforcement action  against  an
Unrestricted Subsidiary) would permit upon notice, lapse of  time
or  both  any  holder of any other Indebtedness (other  than  the
Notes)   of   Blount  International  or  any  of  its  Restricted
Subsidiaries  to declare a default on such other Indebtedness  or
cause  the payment thereof to be accelerated or payable prior  to
its  stated maturity; and (iii) the incurrence of which will  not
result  in  any  recourse  to  the  stock  or  assets  of  Blount
International or any of its Restricted Subsidiaries other than to
Equity  Interests of Unrestricted Subsidiaries  pledged  for  the
benefit of lenders to those Unrestricted Subsidiaries.

          "Non-U.S.  Person" means a Person who  is  not  a  U.S.
Person.

          "Note  Custodian" means the Trustee, as custodian  with
respect  to  the  Notes in global form, or any  successor  entity
thereto.

          "Obligations"  means any principal,  premium,  if  any,
interest  (including interest accruing on or after the filing  of
any  petition in bankruptcy or for reorganization, whether or not
a  claim for post-filing interest is allowed in such proceeding),
penalties,  fees,  indemnifications, guarantees,  reimbursements,
damages  and  other  liabilities payable under the  documentation
governing any Indebtedness.

          "Offering Memorandum" means the Offering Memorandum  of
the Company dated August 16, 1999 with respect to the Notes.

          "Officer"  means,  with  respect  to  any  Person,  the
Chairman   of  the  Board,  the  Chief  Executive  Officer,   the
President,  the  Chief  Operating Officer,  the  Chief  Financial
Officer,  the Treasurer, any Assistant Treasurer, the Controller,
the  Secretary, any Assistant Secretary or any Vice-President  of
such Person.

          "Officers' Certificate" means a certificate  signed  on
behalf of Blount International or the Company by two Officers  of
Blount  International or the Company, as the case may be, one  of
whom  must  be  the  principal executive officer,  the  principal
financial  officer  or  such other officer authorized  by  Blount
International or the Company, as the case may be, that meets  the
requirements of Section 12.05 hereof.

          "Opinion  of  Counsel"  means  an  opinion  from  legal
counsel  who is reasonably acceptable to the Trustee, that  meets
the  requirements of Section 12.05 hereof. The counsel may be  an
employee  of  or counsel to Blount International or the  Company,
any  Subsidiary  of Blount International or the  Company  or  the
Trustee.

          "Participant" means, with respect to DTC, Euroclear  or
Cedelbank,  a  Person who has an account with DTC,  Euroclear  or
Cedelbank, respectively (and, with respect to DTC, shall  include
Euroclear and Cedelbank).

          "Permitted Business" means the businesses conducted (or
proposed  to  be conducted, including activities referred  to  as
being  contemplated  by  Blount International,  as  described  or
referred  to in this Offering Memorandum) by Blount International
and  its Restricted Subsidiaries as of the Issue Date and any and
all other businesses that in the good faith judgment of the Board
of  Directors  of  Blount International are  reasonably  related,
ancillary  or complementary businesses, including (i)  reasonably
related extensions or expansions thereof and (ii) businesses that
employ reasonably comparable manufacturing processes.

          "Permitted  Investments" means:  (i) any Investment  in
Blount  International  or in a Restricted  Subsidiary  of  Blount
International; (ii) any Investment in Cash Equivalents; (iii) any
Investment  by Blount International or any Restricted  Subsidiary
of  Blount  International  in a Person  engaged  in  a  Permitted
Business,  if  as a result of such Investment:  (A)  such  Person
becomes a Restricted Subsidiary of Blount International;  or  (B)
such  Person is merged, consolidated or amalgamated with or into,
or transfers or conveys substantially all of its assets to, or is
liquidated  into, Blount International or a Restricted Subsidiary
of  Blount International; (iv) any Investment made as a result of
the receipt of non-cash consideration from an Asset Sale that was
made  pursuant to and in compliance with Section 4.10  hereof  or
the  disposition  of assets not constituting an Asset  Sale;  (v)
guarantees (including Guarantees) of Indebtedness permitted under
Section  4.09  hereof;  (vi) any Investment  acquired  by  Blount
International  or  any  of  its Restricted  Subsidiaries  (A)  in
exchange for any other Investment or accounts receivable held  by
Blount  International  or any of its Restricted  Subsidiaries  in
connection  with  or  as  a  result  of  a  bankruptcy,  workout,
reorganization or recapitalization of the issuer  of  such  other
Investment  or  accounts receivable or (B) as  a  result  of  the
transfer  of  title  with respect to any  secured  Investment  in
default  as a result of a foreclosure by Blount International  or
any  of  its Restricted Subsidiaries with respect to such secured
Investment;  (vii)  any Investment by Blount International  or  a
Restricted Subsidiary of Blount International in connection  with
deferred  compensation trust arrangements  existing,  and  as  in
effect,  on  the Issue Date and as amended thereafter;  provided,
however,   that  any  future  amendment  to  any  such   existing
arrangements will only be permitted pursuant to this clause (vii)
to  the  extent that the terms of the amendment are not otherwise
disadvantageous to the Holders of Notes in any material  respect;
(viii)  any  acquisition of assets solely  in  exchange  for  the
issuance  of Equity Interests (other than Disqualified Stock)  of
Blount  International; (ix) Hedging Obligations permitted  to  be
incurred  under  Section 4.09 hereof; (x) loans and  advances  to
employees and officers of Blount International and its Restricted
Subsidiaries  in the ordinary course of business  for  bona  fide
business purposes not to exceed an aggregate of $2,500,000 at any
one time outstanding; (xi) any Investment by Blount International
or   a  Restricted  Subsidiary  of  Blount  International  in   a
Receivables   Subsidiary  or  any  Investment  by  a  Receivables
Subsidiary in any other Person, in each case, in connection  with
a   Qualified   Receivables  Transaction,  provided,   that   the
Investment in any Person is in the form of a Purchase Money Note,
an   equity  interest  or  an  interest  in  accounts  receivable
generated  by Blount International or a Restricted Subsidiary  of
Blount  International and transferred to any Person in connection
with  a  Qualified Receivables Transaction or any  Person  owning
those  accounts receivable; (xii) any Investment in  a  Permitted
Business  (whether  or  not  an  Investment  in  an  Unrestricted
Subsidiary)  having  an aggregate fair market  value  that,  when
taken  together  with  all  other  outstanding  Investments  made
pursuant  to  this  clause (xii), does not  exceed  in  aggregate
amount  10% of Total Assets at the time of this Investment  (with
the  fair market value of each Investment being measured  at  the
time  made  and  without giving effect to subsequent  changes  in
value);  and (xiii) any Investment (whether or not an  Investment
in  an  Unrestricted Subsidiary) having an aggregate fair  market
value  that,  when  taken  together with  all  other  outstanding
Investments made pursuant to this clause (xiii), does not  exceed
in  aggregate  amount $25,000,000 at the time of this  Investment
(with the fair market value of each Investment being measured  at
the time made and without giving effect to subsequent changes  in
value).

          "Permitted   Junior  Securities"  means:   (i)   Equity
Interests  in  the  Company  or  any  Guarantor;  or  (ii)   debt
securities that are subordinated to all Senior Debt and any  debt
securities  issued in exchange for Senior Debt  to  substantially
the  same  extent as, or to a greater extent than, the Notes  and
the  Guarantees  are  subordinated  to  Senior  Debt  under  this
Indenture.

          "Permitted  Liens"  means:   (i)  Liens  on  assets  of
Blount  International, the Company and any Restricted  Subsidiary
of Blount International securing Senior Debt, including under the
New  Credit Facilities and the 1998 Indenture, that was permitted
by  the  terms  of this Indenture to be incurred; (ii)  Liens  in
favor  of  the  Company or the Guarantors or, in the  case  of  a
Foreign   Subsidiary,  Liens  securing  Indebtedness   or   other
obligations   of   such  Foreign  Subsidiary  owing   to   Blount
International,  the  Company  or  any  Wholly  Owned   Restricted
Subsidiary thereof; (iii) Liens on property or shares of  Capital
Stock of a Person existing at the time such Person is merged with
or   into  or  consolidated  with  Blount  International  or  any
Restricted Subsidiary of Blount International; provided that such
Liens were in existence prior to the contemplation of such merger
or consolidation and do not extend to any assets other than those
of   the   Person  merged  into  or  consolidated   with   Blount
International  or such Restricted Subsidiary (other  than  assets
and  property  affixed  or appurtenant thereto);  (iv)  Liens  on
property  existing at the time of acquisition thereof  by  Blount
International   or   any   Restricted   Subsidiary   of    Blount
International,  provided that such Liens were in existence  prior
to the contemplation of such acquisition; (v) Liens to secure the
performance  of  statutory obligations, surety or  appeal  bonds,
performance  bonds or letters of credit permitted by clause  (vi)
of  the  second  paragraph  of  Section  4.09  hereof,  or  other
obligations of a like nature incurred in the ordinary  course  of
business; (vi) pledges or deposits by Blount International or any
Restricted  Subsidiary  of  Blount International  under  worker's
compensation  laws,  unemployment  insurance  laws   or   similar
legislation,  or  good  faith deposits in connection  with  bids,
tenders,  contracts (other than for the payment of  Indebtedness)
or  leases  to  which  Blount International  or  such  Restricted
Subsidiary is a party, or deposits to secure public or  statutory
obligations of Blount International or such Restricted Subsidiary
or  deposits of cash or United States government bonds to  secure
surety  or  appeal  bonds to which Blount International  or  such
Restricted  Subsidiary is a party, or deposits  as  security  for
contested taxes or import duties or for the payment of  rent,  in
each  case  incurred  in the ordinary course of  business;  (vii)
Liens   to   secure   Indebtedness   (including   Capital   Lease
Obligations) permitted by clause (iv) of the second paragraph  of
Section 4.09 hereof, covering only the assets acquired with  such
Indebtedness; (viii) Liens existing on the Issue Date; (ix) Liens
for taxes, assessments or governmental charges or claims that are
not  yet delinquent or that are being contested in good faith  by
appropriate   proceedings  promptly  instituted  and   diligently
concluded,   provided  that  any  reserve  or  other  appropriate
provision as shall be required in conformity with GAAP shall have
been  made  therefor;  (x) Liens on the  assets  of  Unrestricted
Subsidiaries,   or  on  the  Equity  Interests  of   Unrestricted
Subsidiaries,  that  secure  Non-Recourse  Debt  of  Unrestricted
Subsidiaries  not  otherwise prohibited by this  Indenture;  (xi)
Liens  on accounts receivable and related assets of a Receivables
Subsidiary  arising  in  connection with a Qualified  Receivables
Transaction;  (xii)  Liens imposed by  law,  such  as  carriers',
warehousemen's and mechanics' Liens, in each case  for  sums  not
yet   due  or  being  contested  in  good  faith  by  appropriate
proceedings  or  other Liens arising out of judgments  or  awards
against  Blount  International or any  Restricted  Subsidiary  of
Blount  International with respect to which Blount  International
or  such  Restricted Subsidiary shall then be proceeding with  an
appeal  or other proceedings for review and Liens arising  solely
by  virtue  of any statutory or common law provision relating  to
banker's  Liens, rights of set-off or similar rights and remedies
as  to deposit accounts or other funds maintained with a creditor
depository institution; provided, however, that (A) such  deposit
account  is  not a dedicated cash collateral account and  is  not
subject to restrictions against access by Blount International or
such  Restricted  Subsidiary in excess  of  those  set  forth  by
regulations promulgated by the Federal Reserve Board and (B) such
deposit account is not intended by  Blount International or  such
Restricted  Subsidiary to provide collateral  to  the  depository
institution; (xiii) judgment Liens not giving rise to an Event of
Default so long as any appropriate legal proceeding that may have
been  duly  initiated for the review of such judgment  shall  not
have  been  finally  terminated or the period within  which  such
legal  proceeding may be initiated shall not have expired;  (xiv)
easements,  rights-of-way, minor survey  exceptions,  zoning  and
similar  restrictions  and other similar  encumbrances  or  title
defects  incurred or imposed, or Liens incidental to the  conduct
of the business of Blount International or its Subsidiaries or to
the  ownership  of its properties, as applicable, which,  in  the
aggregate, are not substantial in amount, and which do not in any
case  materially  detract from the value of the property  subject
thereto (as such property is used by Blount International or  its
Subsidiaries)  or  interfere with the  ordinary  conduct  of  the
business  of Blount International or its Subsidiaries;  provided,
however, that any such Liens are not incurred in connection  with
any borrowing of money or any commitment to loan any money or  to
extend  any  credit;  (xv)  Liens securing  Hedging  Obligations;
provided  that such Liens are only secured by property or  assets
that secure the Indebtedness related to the Hedging Obligation or
the property securing Indebtedness under clause (i) of the second
paragraph   of  Section  4.09  hereof;  (xvi)  Liens  to   secure
Indebtedness permitted by clause (xv) of the second paragraph  of
Section  4.09  hereof; (xvii) Liens to secure  any  refinancings,
extensions,    renewals,   refunds,   repayments,    prepayments,
redemptions,  defeasance, retirements, exchanges or  replacements
(collectively "refinancings") (or successive refinancings)  as  a
whole,  or  in  part,  of any Indebtedness secured  by  any  Lien
referred  to  in  the  foregoing clauses (iii),  (iv),  (vii)  or
(viii);  provided,  however, that: (A) such  new  Lien  shall  be
limited  to  all  or part of the same property  and  assets  that
secured  or, under the written agreements pursuant to  which  the
original  Lien  arose,  could  secure  the  original  Lien  (plus
improvements  and  accessions to, such property  or  proceeds  or
distributions thereof); and (B) the Indebtedness secured by  such
Lien at such time is not increased to any amount greater than the
sum  of  (x)  the  outstanding principal amount or,  if  greater,
committed  amount  of  the Indebtedness  described  under  clause
(iii), (iv), (vii) or (viii) above at the time the original  Lien
became  a Permitted Lien and (y) an amount necessary to  pay  any
fees   and   expenses,  including  premiums,  related   to   such
refinancing, refunding, extension, renewal or replacement.

          Notwithstanding the foregoing, "Permitted  Liens"  will
not  include  any Lien described in clause (iii), (iv)  or  (vii)
above  to  the extent such Lien applies to any Additional  Assets
acquired  directly  or indirectly from Net Proceeds  pursuant  to
Section  4.10 hereof.  For purposes of this definition, the  term
"Indebtedness"  shall  be  deemed to  include  interest  on  such
Indebtedness.

          "Permitted   Refinancing   Indebtedness"   means    any
Indebtedness  of  Blount International or any of  its  Restricted
Subsidiaries issued in exchange for, or the net proceeds of which
are  used to extend, refinance, renew, replace, defease or refund
other  Indebtedness  of  Blount  International  or  any  of   its
Restricted  Subsidiaries (other than intercompany  Indebtedness);
provided  that:  (i) the principal amount (or accreted value,  if
applicable) of such Permitted Refinancing Indebtedness  does  not
exceed  the  principal amount (or accreted value, if applicable),
of  the  Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded (plus all accrued interest thereon  and  the
amount  of  all  reasonable  expenses and  premiums  incurred  in
connection    therewith);   (ii)   such   Permitted   Refinancing
Indebtedness  has  a  final maturity date later  than  the  final
maturity  date  of, and has a Weighted Average Life  to  Maturity
equal  to  or greater than the Weighted Average Life to  Maturity
of,   the   Indebtedness  being  extended,  refinanced,  renewed,
replaced,  defeased or refunded; (iii) if the Indebtedness  being
extended, refinanced, renewed, replaced, defeased or refunded  is
subordinated  in  right of payment to the Notes,  such  Permitted
Refinancing Indebtedness has a final maturity date later than the
final   maturity   date  of  the  Indebtedness  being   extended,
refinanced,  renewed,  replaced, defeased  or  refunded,  and  is
subordinated in right of payment to the Notes on terms  at  least
as  favorable to the Holders of Notes as those contained  in  the
documentation   governing   the  Indebtedness   being   extended,
refinanced, renewed, replaced, defeased or refunded; and (iv) the
Indebtedness  being  extended,  refinanced,  renewed,   replaced,
defeased  or  refunded is incurred either by Blount International
or  by  the Restricted Subsidiary of Blount International who  is
the  obligor  on  the  Indebtedness being  extended,  refinanced,
renewed, replaced, defeased or refunded.

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

          "Preferred Stock" means any Capital Stock of a  Person,
however  designated,  which entitles  the  holder  thereof  to  a
preference   with   respect   to  dividends,   distributions   or
liquidation proceeds of such Person over the holders of the other
Capital Stock issued by such Person.

          "Private  Placement Legend" means the legend set  forth
in  Section  2.06(g)(i) hereof to be placed on all  Notes  issued
under  this  Indenture  except  as  otherwise  permitted  by  the
provisions of this Indenture.

          "Principal"  means  Lehman  Brothers  Merchant  Banking
Partners and any of its Affiliates.

          "Purchase Agreement" means the Purchase Agreement dated
as  of  August  16,  1999 among the Company, the  Guarantors  and
Lehman Brothers Inc. as initial purchaser.

          "Purchase   Money   Note"  means  a   promissory   note
evidencing  a  line  of credit, or evidencing other  Indebtedness
owed  to  Blount  International or any Restricted  Subsidiary  of
Blount  International in connection with a Qualified  Receivables
Transaction,  which note shall be repaid from cash  available  to
the  maker  of  such  note, other than  amounts  required  to  be
established  as reserves pursuant to agreement, amounts  paid  to
investors  in  respect of interest, principal and  other  amounts
owing  to such investors and amounts paid in connection with  the
purchase of newly generated accounts receivable.

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

          "Qualified   Receivables   Transaction"    means    any
transaction or series of transactions that may be entered into by
Blount  International  or  any Restricted  Subsidiary  of  Blount
International  pursuant  to  which Blount  International  or  any
Restricted Subsidiary of Blount International may sell, convey or
otherwise transfer to (A) a Receivables Subsidiary (in  the  case
of   a   transfer  by  Blount  International  or  any  Restricted
Subsidiary of Blount International) and (B) any other Person  (in
the case of a transfer by a Receivables Subsidiary), or may grant
a  security  interest  in, any accounts receivable  (whether  now
existing  or  arising in the future) of  Blount International  or
any  Restricted Subsidiary of Blount International and any  asset
related  thereto including all collateral securing  the  accounts
receivable, all contracts and all guarantees or other obligations
in  respect of the accounts receivable, proceeds of the  accounts
receivable and other assets which are customarily transferred, or
in  respect of which security interests are customarily  granted,
in  connection  with asset securitization transactions  involving
accounts receivable.

          "Recapitalization"    refers    to    a    series    of
recapitalization transactions which includes the issuance of  the
Initial Notes hereunder, together with an equity contribution  of
approximately $417,500,000 from Lehman Brothers Merchant Banking,
its   affiliated  co-investors  and  certain  members  of  Blount
International's senior management and borrowings  under  the  New
Credit Facilities, which will be used to fund the acquisition  by
Lehman Brothers Merchant Banking, its affiliated co-investors and
certain  members of Blount International's senior  management  at
the  Issue  Date  of approximately 90.4% of Blount  International
pursuant to the Merger Agreement and to pay transaction fees  and
expenses incurred in connection therewith.

          "Receivables   Subsidiary"   means   a   Wholly   Owned
Subsidiary of Blount International (other than the Company  or  a
Guarantor)  which  engages  in  no  activities  other   than   in
connection with the financing of accounts receivables  and  which
is  designated  by the Board of Directors of Blount International
(as  provided below) as a Receivables Subsidiary:  (i) no portion
of  the  Indebtedness  or  any other Obligations  (contingent  or
otherwise) of which (A) is guaranteed by Blount International  or
any   other   Restricted   Subsidiary  of  Blount   International
(excluding  guarantees of Obligations (other than  the  principal
of,   and   interest  on,  Indebtedness)  pursuant  to   Standard
Securitization  Undertakings), (B) is recourse  to  or  obligates
Blount International or any other Restricted Subsidiary of Blount
International  in  any  way  other  than  pursuant  to   Standard
Securitization  Undertakings, or (C)  subjects  any  property  or
asset  of Blount International or any other Restricted Subsidiary
of  Blount International, directly or indirectly, contingently or
otherwise,  to the satisfaction thereof, other than  pursuant  to
Standard  Securitization Undertakings; (ii)  with  which  neither
Blount  International  nor  any other  Restricted  Subsidiary  of
Blount   International  has  any  material  contract,  agreement,
arrangement  or  understanding  (except  in  connection  with   a
Purchase  Money Note or Qualified Receivables Transaction)  other
than  on terms no less favorable to Blount International  or  the
other  Restricted Subsidiary of Blount International  than  those
that  might  be obtained at the time from Persons  that  are  not
Affiliates  of Blount International, other than fees  payable  in
the  ordinary  course  of business in connection  with  servicing
accounts  receivable;  and  (iii)  as  to  which  neither  Blount
International  nor  any  other Restricted  Subsidiary  of  Blount
International  has any obligation to maintain  or  preserve  such
entity's  financial  condition or cause such  entity  to  achieve
certain levels of operating results.

          Any designation of a Subsidiary of Blount International
as  a Receivables Subsidiary shall be evidenced to the Trustee by
filing  with the Trustee a certified copy of the Board Resolution
of  the  Board of Directors of Blount International giving effect
to  such designation and an Officers' Certificate certifying that
such  designation complied with the preceding conditions and  was
permitted by this Indenture.

          "Red  Dog Acquisition" means Red Dog Acquisition, Corp.
a  Delaware corporation and a Wholly Owned Subsidiary  of  Lehman
Brothers Merchant Banking Partners.

          "Registration Rights Agreement" means the Exchange  and
Registration  Rights  Agreement dated the Issue  Date  among  the
Company, the Guarantors and Lehman Brothers Inc., as the  initial
purchaser.

          "Regulation S" means Regulation S promulgated under the
Securities Act.

          "Regulation  S  Global  Note"  means  a  Regulation   S
Temporary Global Note or Regulation S Permanent Global  Note,  as
appropriate.

          "Regulation S Permanent Global Note" means a  permanent
global  Note in the form of Exhibit A1 hereto bearing the  Global
Note Legend and deposited with and registered in the name of  the
Depositary  or its nominee that will be issued in a  denomination
equal  to  the  outstanding principal amount of  the  Notes  upon
expiration of the Distribution Compliance Period.

          "Regulation S Temporary Global Note" means a  temporary
global  Note in the form of Exhibit A2 hereto bearing the Private
Placement  Legend and the Global Note Legend and  deposited  with
and  registered in the name of the Depositary or its nominee that
will  be  issued  in  a  denomination equal  to  the  outstanding
principal amount of the Notes sold in reliance on Regulation S.

          "Related  Party" means (i) any controlling stockholder,
80%  (or  more) owned Subsidiary, or immediate family member  (in
the  case  of an individual) of any Principal or (ii) any  trust,
corporation,  partnership  or other  entity,  the  beneficiaries,
stockholders, partners, owners or Persons beneficially holding an
80%  or  more  controlling  interest  of  which  consist  of  the
Principal   and/or  such  other  Persons  referred  to   in   the
immediately preceding clause (i).

          "Representative"  means the Trustee or  other  trustee,
agent or representative for any Senior Debt.

          "Responsible  Officer" when used with  respect  to  the
Trustee,   means   any   officer  within  the   Corporate   Trust
Administration  of  the Trustee (or any successor  group  of  the
Trustee)   or  any  other  officer  of  the  Trustee  customarily
performing  functions similar to those performed by  any  of  the
above  designated  officers and also means,  with  respect  to  a
particular corporate trust matter, any other officer to whom such
matter  is  referred because of his knowledge of and  familiarity
with the particular subject.

          "Restricted  Definitive Note" means a  Definitive  Note
bearing the Private Placement Legend.

          "Restricted  Global Notes" means the 144A  Global  Note
and  the Regulation S Temporary Global Note, each of which  shall
bear the Private Placement Legend.

          "Restricted Investment" means an Investment other  than
a Permitted Investment.

          "Restricted  Subsidiary" means,  with  respect  to  any
Person, any Subsidiary of such Person that is not an Unrestricted
Subsidiary.

          "Rule 144" means Rule 144 under the Securities Act.

          "Rule 144A" means Rule 144A under the Securities Act.

          "Rule 903" means Rule 903 under the Securities Act.

          "Rule 904" means Rule 904 under the Securities Act.

          "S&P"  means  Standard  & Poor's  Ratings  Services,  a
division of The McGraw-Hill Companies, Inc., or any successor  to
its rating agency business.

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

          "Senior  Debt" means:  (i) all Indebtedness  of  Blount
International  or any of its Restricted Subsidiaries  outstanding
under   Credit  Facilities,  including  under  the   New   Credit
Facilities,  and  all Hedging Obligations with  respect  thereto;
(ii)  any other Indebtedness, including under the 1998 Indenture,
of  the  Company, Blount International or any of their respective
Restricted Subsidiaries permitted to be incurred under the  terms
of  this  Indenture,  unless  the  instrument  under  which  such
Indebtedness  is  incurred expressly provides that  it  is  on  a
parity  with or subordinated in right of payment to the Notes  or
any  Guarantee;  and (iii) all Obligations with  respect  to  the
items listed in the preceding clauses (i) and (ii).

          Notwithstanding  anything  to  the  contrary   in   the
preceding,  Senior Debt will not include:  (i) any liability  for
Federal, state, local or other taxes owed or owing by the Company
or  Blount International; (ii) any Indebtedness of the Company or
Blount  International  to  any  of  its  Subsidiaries  or   other
Affiliates; (iii) any trade payables; or (iv) the portion of  any
Indebtedness that is incurred in violation of this Indenture.

          "Shelf   Registration  Statement"   means   the   Shelf
Registration  Statement  as defined in  the  Registration  Rights
Agreement.

          "Significant    Subsidiary"   means   any    Restricted
Subsidiary that would be a "significant subsidiary" as defined in
Article  1, Rule 1-02 of Regulation S-X, promulgated pursuant  to
the  Act,  as  such Regulation is in effect on the  date  hereof;
provided   that   all   Unrestricted   Subsidiaries   of   Blount
International shall be excluded from all calculations under  Rule
1-02(w) of Regulation S-X.

          "Standard     Securitization    Undertakings"     means
representations,  warranties, covenants and  indemnities  entered
into  by   Blount International or any Restricted  Subsidiary  of
Blount  International  which  are  reasonably  customary  in   an
accounts receivable transaction.

          "Stated   Maturity"   means,  with   respect   to   any
installment   of  interest  or  principal  on   any   series   of
Indebtedness,  the  date  on which such payment  of  interest  or
principal  was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent
obligations  to  repay,  redeem or repurchase  such  interest  or
principal prior to the date originally scheduled for the  payment
thereof.

          "Subsidiary"  means,  with  respect  to  any  specified
Person:   (i)  any  corporation, association  or  other  business
entity of which more than 50% of the total voting power of shares
of  Capital  Stock entitled (without regard to the occurrence  of
any  contingency) to vote in the election of directors,  managers
or  trustees thereof is at the time owned or controlled, directly
or  indirectly,  by  such Person or one  or  more  of  the  other
Subsidiaries of such Person (or a combination thereof); and  (ii)
any  partnership  (A) the sole general partner  or  the  managing
general  partner of which is such Person or a Subsidiary of  such
Person  or (B) the only general partners of which are such Person
or  one  or  more Subsidiaries of such Person (or any combination
thereof).

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

          "Total   Assets"   means,  as  of  any   date,   Blount
International's  total consolidated assets as of  that  date,  as
determined   in  accordance  with  GAAP.  To  the   extent   that
information  is  not  available  as  to  the  amount   of   total
consolidated  assets as of a specific date, Blount  International
may utilize the most recent available information for purposes of
calculating Total Assets.

          "Transaction Documents" means the documents related to:
(i)  the  Recapitalization of Blount International on  the  Issue
Date  and the related equity contributions; (ii) the Indebtedness
under the New Credit Facilities; and (iii) this Indenture and the
Notes.

          "Transfer Restricted Securities" means securities  that
bear  or  are required to bear the Private Placement  Legend  set
forth in Section 2.06(g)(i) hereof.

          "Trustee" means the party named as such above  until  a
successor   replaces  it  in  accordance  with   the   applicable
provisions  of this Indenture and thereafter means the  successor
serving hereunder.

          "Unrestricted  Global Note" means one  or  more  global
Notes, in the form of Exhibit A1 attached hereto, that do not and
are  not  required to bear the Private Placement Legend  and  are
deposited  with and registered in the name of the  Depositary  or
its nominee.

          "Unrestricted  Definitive  Note"  means  one  or   more
Definitive  Notes that do not and are not required  to  bear  the
Private Placement Legend.

          "Unrestricted  Subsidiary"  means  any  Subsidiary   of
Blount  International (other than the Company) that is designated
by   the  Board  of  Directors  of  Blount  International  as  an
Unrestricted Subsidiary pursuant to a Board Resolution, but  only
to  the  extent  that such Subsidiary:  (i) has  no  Indebtedness
other than Non-Recourse Debt; (ii) is not party to any agreement,
contract,  arrangement or understanding with Blount International
or  any Restricted Subsidiary of Blount International (other than
in  connection  with the pledge of the Equity Interests  of  such
Unrestricted  Subsidiary)  unless the terms  of  such  agreement,
contract,  arrangement or understanding are no less favorable  to
Blount International or its Restricted Subsidiary than those that
might be obtained at the time from Persons who are not Affiliates
of  Blount International; (iii) is a Person with respect to which
neither   Blount   International  nor  any  of   its   Restricted
Subsidiaries  has  any  direct  or  indirect  obligation  (A)  to
subscribe  for additional Equity Interests or (B) to maintain  or
preserve  such  Person's financial condition  or  to  cause  such
Person to achieve any specified levels of operating results; (iv)
has  not  guaranteed or otherwise directly or indirectly provided
credit  support for such Indebtedness of Blount International  or
any  of  its  Restricted Subsidiaries; and (v) has at  least  one
director  on  its Board of Directors that is not  a  director  or
executive  officer  of  Blount  International  or  any   of   its
Restricted  Subsidiaries and has at least one  executive  officer
that   is   not  a  director  or  executive  officer  of   Blount
International or any of its Restricted Subsidiaries.

          Any designation of a Subsidiary of Blount International
as  an  Unrestricted Subsidiary shall be evidenced to the Trustee
by  filing  with  the  Trustee  a certified  copy  of  the  Board
Resolution  of  the  Board of Directors of  Blount  International
giving  effect  to such designation and an Officers'  Certificate
certifying  that  such designation complied  with  the  foregoing
conditions and was permitted by Section 4.07 hereof. If,  at  any
time,  any  Unrestricted  Subsidiary  would  fail  to  meet   the
preceding  requirements as an Unrestricted Subsidiary,  it  shall
thereafter cease to be an Unrestricted Subsidiary for purposes of
this  Indenture and any Indebtedness of such Subsidiary shall  be
deemed  to  be  incurred  by a Restricted  Subsidiary  of  Blount
International  as of such date and, if such Indebtedness  is  not
permitted  to  be  incurred as of such date  under  Section  4.09
hereof,  Blount  International  shall  be  in  default  of   such
covenant. The Board of Directors of Blount International  may  at
any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary   of   Blount  International;   provided   that   such
designation  shall be deemed to be an incurrence of  Indebtedness
by  a  Restricted  Subsidiary  of  Blount  International  of  any
outstanding Indebtedness of such Unrestricted Subsidiary and such
designation  shall only be permitted if (i) such Indebtedness  is
permitted  under Section 4.09 hereof, calculated on a  pro  forma
basis  as  if  such designation had occurred at the beginning  of
such four-quarter reference period; and (ii) no Default would  be
continuing following such designation.

          "U.S.  Person" means a U.S. person as defined  in  Rule
902(o) under the Securities Act.

          "Voting  Stock" of any Person as of any date means  the
Capital Stock of such Person that is at the time entitled to vote
in the election of the Board of Directors of such Person.

          "Weighted Average Life to Maturity" means, when applied
to  any Indebtedness at any date, the number of years obtained by
dividing:   (i)  the sum of the products obtained by  multiplying
(A)  the amount of each then remaining installment, sinking fund,
serial   maturity  or  other  required  payments  of   principal,
including payment at final maturity, in respect thereof,  by  (B)
the  number of years (calculated to the nearest one-twelfth) that
will elapse between such date and the making of such payment;  by
(ii) the then outstanding principal amount of such Indebtedness.

          "Wholly  Owned Restricted Subsidiary" of any  specified
Person  means a Restricted Subsidiary of such Person all  of  the
outstanding Capital Stock or other ownership interests  of  which
(other  than directors' qualifying shares or shares or  interests
required  to be held by foreign nationals, in each case,  to  the
extent mandated by applicable law) shall at the time be owned  by
such   Person   or  by  one  or  more  Wholly  Owned   Restricted
Subsidiaries  of  such  Person  and  one  or  more  Wholly  Owned
Restricted Subsidiaries of such Person.

          "Wholly  Owned  Subsidiary"  of  any  Person  means   a
Subsidiary of such Person all of the outstanding Capital Stock or
other   ownership  interests  of  which  (other  than  directors'
qualifying shares or shares or interests required to be  held  by
foreign  nationals,  in  each case, to  the  extent  mandated  by
applicable law) shall at the time be owned by such Person  or  by
one  or more Wholly Owned Subsidiaries of such Person and one  or
more Wholly Owned Subsidiaries of such Person.

Section 1.02.    Other Definitions.

                                              Defined in
          Term                                 Section

     "Affiliate Transaction"                      4.11
     "Asset Sale Offer"                           4.10
     "Change of Control Offer"                    4.15
     "Change of Control Payment"                  4.15
     "Change of Control Payment Date"             4.15
     "Covenant Defeasance"                        8.03
     "DTC"                                        2.03
     "Event of Default"                           6.01
     "Funding Guarantor"                         11.06
     "Global Note Legend"                         2.06
     "Excess Proceeds"                            4.10
     "incur"                                      4.09
     "Legal Defeasance"                           8.02
     "Offer Amount"                               3.09
     "Offer Period"                               3.09
     "Paying Agent"                               2.03
     "Payment Blockage Notice"                   10.03
     "Purchase Date"                              3.09
     "Permitted Debt"                             4.09
     "Payment Default"                            6.01(f)
     "Registrar"                                  2.03
     "Restricted Payments"                        4.07

Section 1.03.    Incorporation by Reference of Trust Indenture Act.

          Whenever  this Indenture refers to a provision  of  the
TIA,  the  provision is incorporated by reference in and  made  a
part of this Indenture.

          The following TIA terms used in this Indenture have the
following meanings:

          "indenture securities" means the Notes;

          "indenture security Holder" means a Holder of a Note;

          "indenture to be qualified" means this Indenture;

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

          "obligor"  on  the  Notes means  the  Company  and  any
successor obligor upon the Notes.

          All other terms used in this Indenture that are defined
by  the  TIA,  defined  by TIA reference to  another  statute  or
defined  by  Commission rule under the TIA have the  meanings  so
assigned to them.

Section 1.04.    Rules of Construction.

          Unless the context otherwise requires:

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

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

          (3)  "or" is not exclusive;

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

          (5)    provisions  apply  to  successive   events   and
     transactions;

          (6)  references to sections of or rules under the Securities Act
               shall be deemed to include substitute, replacement or successor
               sections or rules adopted by the Commission from time to time;
               and

          (7)  "including" means including without limitation.


                           ARTICLE 2.
                            THE NOTES

Section 2.01.    Form and Dating.

          (a)   General.  The Notes and the Trustee's certificate
of  authentication shall be substantially in the form of Exhibits
A1  or  A2  hereto.   The  Notes may have notations,  legends  or
endorsements required by law, stock exchange rule or usage.  Each
Note  shall  be dated the date of its authentication.  The  Notes
shall  be  in  denominations  of $1,000  and  integral  multiples
thereof.

          The  terms and provisions contained in the Notes  shall
constitute,  and  are  hereby expressly  made,  a  part  of  this
Indenture,  and  the Company and the Trustee, by their  execution
and delivery of this Indenture, expressly agree to such terms and
provisions  and to be bound thereby. However, to the  extent  any
provision  of  any Note conflicts with the express provisions  of
this Indenture, the provisions of this Indenture shall govern and
be controlling.

          (b)   Global Notes.  Notes issued in global form  shall
be substantially in the form of Exhibits A1 or A2 attached hereto
(including the Global Note Legend and the "Schedule of  Exchanges
in the Global Note" attached thereto). Notes issued in definitive
form  shall  be substantially in the form of Exhibit A1  attached
hereto  (but  without  the Global Note  Legend  and  without  the
"Schedule of Exchanges of Interests in the Global Note"  attached
thereto).   Each  Global  Note  shall  represent  such   of   the
outstanding  Notes as shall be specified therein and  each  shall
provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the
aggregate  principal  amount  of  outstanding  Notes  represented
thereby  may  from  time  to  time be reduced  or  increased,  as
appropriate,   to   reflect  exchanges   and   redemptions.   Any
endorsement  of  a  Global  Note to reflect  the  amount  of  any
increase  or  decrease  in  the  aggregate  principal  amount  of
outstanding  Notes  represented thereby  shall  be  made  by  the
Trustee  or the Note Custodian, at the direction of the  Trustee,
in  accordance with instructions given by the Holder  thereof  as
required by Section 2.06 hereof.

          (c)   Temporary Global Notes.       Notes  offered  and
sold in reliance on Regulation S shall be issued initially in the
form  of  the Regulation S Temporary Global Note, which shall  be
deposited  on  behalf of the purchasers of the Notes  represented
thereby  with the Trustee, at the Corporate Trust Office  of  the
Trustee, as custodian for the Depositary, and registered  in  the
name  of the nominee of the Depositary for credit to the accounts
of designated agents holding on behalf of Euroclear or Cedelbank,
duly executed by the Company and authenticated by the Trustee  as
hereinafter  provided.  The Distribution Compliance Period  shall
be  terminated upon the receipt by the Trustee of (i)  a  written
certificate  from  the  Depositary,  together  with   copies   of
certificates  from Euroclear and Cedelbank certifying  that  they
have  received  certification  of  non-United  States  beneficial
ownership  of  100%  of  the aggregate principal  amount  of  the
Regulation S Temporary Global Note (except to the extent  of  any
beneficial owners thereof who acquired an interest therein during
the  Distribution Compliance Period pursuant to another exemption
from  registration  under the Securities Act and  who  will  take
delivery of a beneficial ownership interest in a 144A Global Note
bearing  a  Private  Placement Legend,  all  as  contemplated  by
Section  2.06(b) hereof), and (ii) an Officers' Certificate  from
the  Company.   Following  the termination  of  the  Distribution
Compliance  Period,  beneficial interests  in  the  Regulation  S
Temporary Global Note shall be exchanged for beneficial interests
in Regulation S Permanent Global Notes pursuant to the Applicable
Procedures.  Simultaneously with the authentication of Regulation
S Permanent Global Notes, the Trustee shall cancel the Regulation
S  Temporary Global Note.  The aggregate principal amount of  the
Regulation S Temporary Global Note and the Regulation S Permanent
Global  Notes may from time to time be increased or decreased  by
adjustments made on the records of the Trustee and the Depositary
or  its nominee, as the case may be, in connection with transfers
of interest as hereinafter provided.

          (d)   Euroclear  and  Cedelbank Procedures  Applicable.
The  provisions  of the "Operating Procedures  of  the  Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and
the  "General  Terms and Conditions of Cedelbank"  and  "Customer
Handbook"  of Cedelbank shall be applicable to interests  in  the
Regulation  S  Temporary  Global  Notes  and  the  Regulation   S
Permanent  Global  Notes  that are held by  Participants  through
Euroclear or Cedelbank.

Section 2.02.    Execution and Authentication.

          Two  Officers shall sign the Notes for the  Company  by
manual or facsimile signature.

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

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

          The  Trustee shall, upon a written order of the Company
signed by two Officers, authenticate Notes for original issue  up
to  the  aggregate principal amount stated in paragraph 4 of  the
Notes. The aggregate principal amount of Notes outstanding at any
time  may  not exceed such amount except as provided  in  Section
2.07 hereof.

          The   Trustee  may  appoint  an  authenticating   agent
acceptable   to   the   Company   to   authenticate   Notes.   An
authenticating agent may authenticate Notes whenever the  Trustee
may do so. Each reference in this Indenture to authentication  by
the   Trustee   includes  authentication  by   such   agent.   An
authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company.

          The Notes will be limited in aggregate principal amount
to $450,000,000, of which $325,000,000 will be issued on the date
hereof.  The Company may issue Additional Notes from time to time
after  the  offering  of  the Initial  Notes.   Any  offering  of
Additional Notes is subject to Section 4.09 hereof.  The  Initial
Notes  and  any Additional Notes subsequently issued  under  this
Indenture  shall  be treated as a single class for  all  purposes
under  this  Indenture, including, without  limitation,  waivers,
amendments, redemptions and offers to purchase.

Section 2.03.    Registrar and Paying Agent.

          The  Company  shall maintain an office or agency  where
Notes  may  be  presented for registration  of  transfer  or  for
exchange ("Registrar") and an office or agency where Notes may be
presented for payment ("Paying Agent"). The Registrar shall  keep
a  register of the Notes and of their transfer and exchange.  The
Company  may  appoint one or more co-registrars and one  or  more
additional paying agents. The term "Registrar" includes  any  co-
registrar  and  the term "Paying Agent" includes  any  additional
paying  agent.  The  Company  may  change  any  Paying  Agent  or
Registrar without notice to any Holder. The Company shall  notify
the Trustee in writing of the name and address of any Agent not a
party  to  this  Indenture. If the Company fails  to  appoint  or
maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. The Company or any of its Subsidiaries may act
as Paying Agent or Registrar.

          The  Company  initially appoints The  Depository  Trust
Company  ("DTC") to act as Depositary with respect to the  Global
Notes.

          The  Company initially appoints the Trustee to  act  as
the  Registrar and Paying Agent and to act as Note Custodian with
respect to the Global Notes.

Section 2.04.    Paying Agent to Hold Money in Trust.

          The  Company shall require each Paying Agent other than
the  Trustee to agree in writing that the Paying Agent will  hold
in trust for the benefit of Holders or the Trustee all money held
by  the  Paying  Agent for the payment of principal,  premium  or
Additional Interest, if any, or interest on the Notes,  and  will
notify  the  Trustee in writing of any default by the Company  in
making  any  such payment. While any such default continues,  the
Trustee may require a Paying Agent to pay all money held by it to
the  Trustee. The Company at any time may require a Paying  Agent
to  pay all money held by it to the Trustee. Upon payment over to
the  Trustee,  the Paying Agent (if other than the Company  or  a
Subsidiary) shall have no further liability for the money. If the
Company  or a Subsidiary acts as Paying Agent, it shall segregate
and  hold in a separate trust fund for the benefit of the Holders
all  money  held  by it as Paying Agent. Upon any  bankruptcy  or
reorganization proceedings relating to the Company,  the  Trustee
shall serve as Paying Agent for the Notes.

Section 2.05.    Holder Lists.

          The  Trustee shall preserve in as current a form as  is
reasonably practicable the most recent list available  to  it  of
the names and addresses of all Holders and shall otherwise comply
with  TIA   312(a).  If  the Trustee is not  the  Registrar,  the
Company shall furnish to the Trustee at least five Business  Days
before each interest payment date and at such other times as  the
Trustee  may request in writing, a list in such form  and  as  of
such date as the Trustee may reasonably require of the names  and
addresses of the Holders of Notes and the Company shall otherwise
comply with TIA  312(a).

Section 2.06.    Transfer and Exchange.

          (a)   Transfer and Exchange of Global Notes.  A  Global
Note  may  not be transferred as a whole except by the Depositary
to a nominee of the Depositary, by a nominee of the Depositary to
the Depositary or to another nominee of the Depositary, or by the
Depositary  or  any such nominee to a successor Depositary  or  a
nominee  of such successor Depositary.  All Global Notes will  be
exchanged by the Company for Definitive Notes if (i) the  Company
delivers  to the Trustee written notice from the Depositary  that
it  is  unwilling or unable to continue to act as  Depositary  or
that  it  is  no  longer a clearing agency registered  under  the
Exchange Act and, in either case, a successor Depositary  is  not
appointed by the Company within 120 days after the date  of  such
notice  from  the  Depositary;  (ii)  the  Company  in  its  sole
discretion determines that the Global Notes (in whole but not  in
part)  should  be exchanged for Definitive Notes and  delivers  a
written notice to such effect to the Trustee or (iii) there shall
have  occurred  and be continuing a Default with respect  to  the
Notes; provided that in no event shall the Regulation S Temporary
Global  Note  be  exchanged by the Company for  Definitive  Notes
prior to (x) the expiration of the Distribution Compliance Period
and (y) the receipt by the Registrar of any certificates required
pursuant  to  Rule  903  under  the  Securities  Act.   Upon  the
occurrence  of  either of the preceding events  in  (i)  or  (ii)
above,  Definitive  Notes shall be issued in such  names  as  the
Depositary shall instruct the Trustee. Global Notes also  may  be
exchanged  or  replaced,  in whole or in  part,  as  provided  in
Sections 2.06, 2.07 and 2.10 hereof. Every Note authenticated and
made  available for delivery in exchange for, or in  lieu  of,  a
Global  Note  or any portion thereof, pursuant to  Section  2.06,
2.07  or  2.10 hereof, shall be authenticated and made  available
for  delivery  in  the form of, and shall be, a  Global  Note.  A
Global  Note may not be exchanged for another Note other than  as
provided in this Section 2.06(a); however beneficial interests in
a  Global  Note may be transferred and exchanged as  provided  in
Section 2.06(b), (c) or (f) hereof.

          (b)   Transfer and Exchange of Beneficial Interests  in
the  Global  Notes.  The  transfer  and  exchange  of  beneficial
interests  in  the  Global Notes shall be  effected  through  the
Depositary,  in accordance with the provisions of this  Indenture
and  the  Applicable  Procedures.  Beneficial  interests  in  the
Restricted  Global  Notes  shall be subject  to  restrictions  on
transfer  comparable  to those set forth  herein  to  the  extent
required   by  the  Securities  Act.   Transfers  of   beneficial
interests in the Global Notes also shall require compliance  with
either subparagraph (i) or (ii) below, as applicable, as well  as
one or more of the other following subparagraphs as applicable:

          (i)   Transfer  of  Beneficial Interests  in  the  Same
     Global  Note.  Beneficial interests in any Restricted Global
     Note may be transferred to Persons who take delivery thereof
     in  the form of a beneficial interest in the same Restricted
     Global Note in accordance with the transfer restrictions set
     forth  in  the Private Placement Legend; provided,  however,
     that  prior to the expiration of the Distribution Compliance
     Period,  transfers of beneficial interests in the Regulation
     S  Temporary Global Note may not be made to a U.S. Person or
     for  the account or benefit of a U.S. Person (other than  an
     Initial Purchaser). Beneficial interests in any Unrestricted
     Global  Note  may  be transferred only to Persons  who  take
     delivery thereof in the form of a beneficial interest in  an
     Unrestricted  Global Note. No written orders or instructions
     shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.06(b)(i).

          (ii)  All  Other Transfers and Exchanges of  Beneficial
     Interests in Global Notes.  In connection with all transfers
     and  exchanges of beneficial interests (other than transfers
     of beneficial interests in a Global Note to Persons who take
     delivery thereof in the form of a beneficial interest in the
     same   Global  Note),  the  transferor  of  such  beneficial
     interest  must  deliver  to the Registrar  either  (A)(1)  a
     written  order from a Participant or an Indirect Participant
     given  to  the Depositary in accordance with the  Applicable
     Procedures directing the Depositary to credit or cause to be
     credited a beneficial interest in the specified Global  Note
     in  an  amount  equal  to  the  beneficial  interest  to  be
     transferred  or  exchanged  and (2)  instructions  given  in
     accordance   with   the  Applicable  Procedures   containing
     information regarding the Participant account to be credited
     with  such  increase  or  (B)(1)  a  written  order  from  a
     Participant  or  an  Indirect  Participant  given   to   the
     Depositary  in  accordance  with the  Applicable  Procedures
     directing  the Depositary to cause to be issued a Definitive
     Note  in  an amount equal to the beneficial interest  to  be
     transferred or exchanged and (2) instructions given  by  the
     Depositary to the Registrar containing information regarding
     the  Person  in  whose name such Definitive  Note  shall  be
     registered to effect the transfer or exchange referred to in
     (B)(1)  above;  provided that in no event  shall  Definitive
     Notes  be issued upon the transfer or exchange of beneficial
     interests in the Regulation S Temporary Global Note prior to
     (x) the expiration of the Distribution Compliance Period and
     (y)  the  receipt  by  the  Registrar  of  any  certificates
     required  pursuant  to Rule 903 under  the  Securities  Act.
     Upon  an  Exchange Offer by the Company in  accordance  with
     Section  2.06(f)  hereof, the requirements of  this  Section
     2.06(b)(ii)  shall  be deemed to have  been  satisfied  upon
     receipt  by  the Registrar of the instructions contained  in
     the  Letter of Transmittal delivered by the Holder  of  such
     beneficial  interests in the Restricted Global  Notes.  Upon
     satisfaction  of  all of the requirements  for  transfer  or
     exchange  of beneficial interests in Global Notes  contained
     in  this Indenture, the Notes and otherwise applicable under
     the  Securities Act, the Trustee shall adjust the  principal
     amount  of  the relevant Global Note(s) pursuant to  Section
     2.06(h) hereof.

          (iii)      Transfer of Beneficial Interests to  Another
     Restricted   Global  Note.  Beneficial  interests   in   any
     Restricted  Global Note may be transferred  to  Persons  who
     take  delivery thereof in the form of a beneficial  interest
     in  another Restricted Global Note if the transfer  complies
     with  the requirements of Section 2.06(b)(ii) above and  the
     Registrar receives the following:

               (A)   if the transferee will take delivery in  the
          form  of a beneficial interest in the 144A Global Note,
          then  the transferor must deliver a certificate in  the
          form  of Exhibit B hereto, including the certifications
          in item (1) thereof; and

               (B)   if the transferee will take delivery in  the
          form  of  a  beneficial interest in  the  Regulation  S
          Temporary Global Note or the Regulation S Global  Note,
          then  the transferor must deliver a certificate in  the
          form  of Exhibit B hereto, including the certifications
          in item (2) thereof.

          (iv) Transfer and Exchange of Beneficial Interests in a
     Restricted  Global  Note  for Beneficial  Interests  in  the
     Unrestricted  Global  Note.   Beneficial  interests  in  any
     Restricted  Global  Note  may be  exchanged  by  any  holder
     thereof for a beneficial interest in the Unrestricted Global
     Note or transferred to Persons who take delivery thereof  in
     the form of a beneficial interest in the Unrestricted Global
     Note   if  the  exchange  or  transfer  complies  with   the
     requirements of Section 2.06(b)(ii) above and:

               (A)    such   exchange  or  transfer  is  effected
          pursuant  to the Exchange Offer in accordance with  the
          Registration  Rights Agreement and the holder,  in  the
          case of an exchange, or the transferee, in the case  of
          a  transfer, is not (1) a broker-dealer, (2)  a  Person
          participating in the distribution of the Exchange Notes
          or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

               (B)  any such transfer is effected pursuant to the
          Shelf  Registration  Statement in accordance  with  the
          Registration Rights Agreement;

               (C)    any   such  transfer  is  effected   by   a
          Participating  Broker-Dealer pursuant to  the  Exchange
          Offer  Registration  Statement in accordance  with  the
          Registration Rights Agreement; or

               (D)  the Registrar receives the following:

                    (1)    if   the  holder  of  such  beneficial
          interest  in  a  Restricted  Global  Note  proposes  to
          exchange  such  beneficial interest  for  a  beneficial
          interest in the Unrestricted Global Note, a certificate
          from  such  holder  in the form of  Exhibit  C  hereto,
          including the certifications in item (1)(a) thereof; or

                    (2)    if   the  holder  of  such  beneficial
          interest  in  a  Restricted  Global  Note  proposes  to
          transfer such beneficial interest to a Person who shall
          take  delivery  thereof in the  form  of  a  beneficial
          interest in the Unrestricted Global Note, a certificate
          from  such  holder  in the form of  Exhibit  B  hereto,
          including the certifications in item (4) thereof; and

                    (3)   in  each  such case set forth  in  this
          subparagraph  (D),  an  Opinion  of  Counsel  in   form
          reasonably  acceptable to the Registrar to  the  effect
          that  such  exchange or transfer is in compliance  with
          the  Securities Act, that the restrictions on  transfer
          contained  herein  and in the Private Placement  Legend
          are  not required in order to maintain compliance  with
          the  Securities  Act, and such beneficial  interest  is
          being  exchanged or transferred in compliance with  any
          applicable blue sky securities laws of any State of the
          United States.

          If   any   such   transfer  is  effected  pursuant   to
subparagraph  (B)  or  (D) above at a time when  an  Unrestricted
Global Note has not yet been issued, the Company shall issue and,
upon  receipt  of  an  authentication order  in  accordance  with
Section  2.02 hereof, the Trustee shall authenticate one or  more
Unrestricted Global Notes in an aggregate principal amount  equal
to  the  principal  amount  of beneficial  interests  transferred
pursuant to subparagraph (B) or (D) above.

          (v)   Transfer  or Exchange of Beneficial Interests  in
     Unrestricted  Global  Notes  for  Beneficial  Interests   in
     Restricted Global Notes Prohibited.  Beneficial interests in
     an  Unrestricted  Global Note cannot be  exchanged  for,  or
     transferred to Persons who take delivery thereof in the form
     of, a beneficial interest in any Restricted Global Note.

          (c)   Transfer or Exchange of Beneficial Interests  for
Definitive Notes.

          (i)  Beneficial Interests in Restricted Global Notes to
     Restricted  Definitive Notes.  If any holder of a beneficial
     interest  in  a Restricted Global Note proposes to  exchange
     such beneficial interest for a Restricted Definitive Note or
     to  transfer such beneficial interest to a Person who  takes
     delivery  thereof  in  the form of a  Restricted  Definitive
     Note,  then, upon receipt by the Registrar of the  following
     documentation (all of which may be submitted by facsimile):

               (A)  if the holder of such beneficial interest  in
          a  Restricted  Global Note proposes  to  exchange  such
          beneficial interest for a Restricted Definitive Note, a
          certificate from such holder in the form of  Exhibit  C
          hereto,  including the certifications  in  item  (2)(a)
          thereof;

               (B)    if   such  beneficial  interest  is   being
          transferred to a QIB in accordance with Rule 144A under
          the  Securities  Act, a certificate to the  effect  set
          forth in Exhibit B hereto, including the certifications
          in item (1) thereof;

               (C)    if   such  beneficial  interest  is   being
          transferred  to  a  Non-U.S.  Person  in  an   offshore
          transaction  in accordance with Rule 903  or  Rule  904
          under  the Securities Act, a certificate to the  effect
          set   forth   in   Exhibit  B  hereto,  including   the
          certifications in item (2) thereof;

               (D)    if   such  beneficial  interest  is   being
          transferred   pursuant  to  an   exemption   from   the
          registration  requirements of  the  Securities  Act  in
          accordance  with Rule 144 under the Securities  Act,  a
          certificate  to  the  effect set  forth  in  Exhibit  B
          hereto,  including the certifications  in  item  (3)(a)
          thereof;

               (E)    if   such  beneficial  interest  is   being
          transferred  to  a  Lehman Accredited  Investor  or  an
          Institutional  Accredited Investor in  reliance  on  an
          exemption  from  the registration requirements  of  the
          Securities Act other than those listed in subparagraphs
          (B)  through (D) above, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications
          in   item  (3)(d)  thereof,  a  certificate  from   the
          transferee to the effect set forth in Exhibit D  hereof
          and, to the extent required by item 3(d) of Exhibit  B,
          an  Opinion  of  Counsel  from the  transferee  or  the
          transferor reasonably acceptable to the Company to  the
          effect  that  such transfer is in compliance  with  the
          Securities  Act and such beneficial interest  is  being
          transferred in compliance with any applicable blue  sky
          securities laws of any State of the United States;

               (F)    if   such  beneficial  interest  is   being
          transferred  to the Company or any of its Subsidiaries,
          a  certificate  to the effect set forth  in  Exhibit  B
          hereto,  including the certifications  in  item  (3)(b)
          thereof; or

               (G)    if   such  beneficial  interest  is   being
          transferred   pursuant  to  an  effective  registration
          statement  under the Securities Act, a  certificate  to
          the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof,

     the  Trustee shall cause the aggregate principal  amount  of
     the   applicable  Global  Note  to  be  reduced  accordingly
     pursuant  to  Section 2.06(h) hereof, and the Company  shall
     execute  and the Trustee shall authenticate and  deliver  to
     the  Person designated in the instructions a Definitive Note
     in the appropriate principal amount. Definitive Notes issued
     in  exchange for beneficial interests in a Restricted Global
     Note pursuant to this Section 2.06(c) shall be registered in
     such  names  and  in  such authorized denominations  as  the
     holder  shall  instruct the Registrar  through  instructions
     from   the   Depositary  and  the  Participant  or  Indirect
     Participant. The Trustee shall deliver such Definitive Notes
     to  the Persons in whose names such Notes are so registered.
     Definitive   Notes  issued  in  exchange  for  a  beneficial
     interest  in  a  Restricted Global  Note  pursuant  to  this
     Section  2.06(c)(i) shall bear the Private Placement  Legend
     and  shall  be  subject  to  all  restrictions  on  transfer
     contained therein.

          (ii)  Beneficial  Interests in Regulation  S  Temporary
     Global Notes for Definitive Notes.  Notwithstanding Sections
     2.06(c)(i)(A) and (C) hereof, a beneficial interest  in  the
     Regulation S Temporary Global Note may not be (A)  exchanged
     for  a  Definitive Note prior to (x) the expiration  of  the
     Distribution  Compliance Period and (y) the receipt  by  the
     Registrar  of  any  certificates required pursuant  to  Rule
     903(c)(3)(B) under the Securities Act or (B) transferred  to
     a  Person  who  takes delivery thereof  in  the  form  of  a
     Definitive Note prior to the conditions set forth in  clause
     (A) above or unless the transfer is pursuant to an exemption
     from  the  registration requirements of the  Securities  Act
     other than Rule 903 or Rule 904.

          (iii)      Beneficial  Interests in  Restricted  Global
     Notes  to  Unrestricted  Definitive Notes.   Notwithstanding
     Section 2.06(c)(i) hereof, a holder of a beneficial interest
     in  a  Restricted  Global Note may exchange such  beneficial
     interest for an Unrestricted Definitive Note or may transfer
     such  beneficial  interest to a Person  who  takes  delivery
     thereof in the form of an Unrestricted Definitive Note  only
     if:

               (A)    such   exchange  or  transfer  is  effected
          pursuant  to the Exchange Offer in accordance with  the
          Registration  Rights Agreement and the holder,  in  the
          case of an exchange, or the transferee, in the case  of
          a  transfer, is not (1) a broker-dealer, (2)  a  Person
          participating in the distribution of the Exchange Notes
          or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

               (B)  any such transfer is effected pursuant to the
          Shelf  Registration  Statement in accordance  with  the
          Registration Rights Agreement;

               (C)    any   such  transfer  is  effected   by   a
          Participating  Broker-Dealer pursuant to  the  Exchange
          Offer  Registration  Statement in accordance  with  the
          Registration Rights Agreement; or

               (D)  the Registrar receives the following:

                    (1)    if   the  holder  of  such  beneficial
          interest  in  a  Restricted  Global  Note  proposes  to
          exchange such beneficial interest for a Definitive Note
          that  does  not  bear the Private Placement  Legend,  a
          certificate from such holder in the form of  Exhibit  C
          hereto,  including the certifications  in  item  (1)(b)
          thereof; or

                    (2)    if   the  holder  of  such  beneficial
          interest  in  a  Restricted  Global  Note  proposes  to
          transfer such beneficial interest to a Person who shall
          take  delivery thereof in the form of a Definitive Note
          that  does  not  bear the Private Placement  Legend,  a
          certificate from such holder in the form of  Exhibit  B
          hereto,  including  the  certifications  in  item   (4)
          thereof; and

                    (3)   in  each  such case set forth  in  this
          subparagraph  (D),  an  Opinion  of  Counsel  in   form
          reasonably  acceptable to the Company,  to  the  effect
          that  such  exchange or transfer is in compliance  with
          the  Securities Act, that the restrictions on  transfer
          contained  herein  and in the Private Placement  Legend
          are  not required in order to maintain compliance  with
          the  Securities Act, and such beneficial interest in  a
          Restricted   Global   Note  is   being   exchanged   or
          transferred in compliance with any applicable blue  sky
          securities laws of any State of the United States.

          (iv)  Beneficial Interests in Unrestricted Global Notes
     to  Unrestricted  Definitive Notes.   If  any  holder  of  a
     beneficial interest in an Unrestricted Global Note  proposes
     to  exchange such beneficial interest for a Definitive  Note
     or  to  transfer such beneficial interest to  a  Person  who
     takes  delivery  thereof in the form of a  Definitive  Note,
     then,  upon  satisfaction  of the conditions  set  forth  in
     Section  2.06(b)(ii)  hereof, the Trustee  shall  cause  the
     aggregate principal amount of the applicable Global Note  to
     be  reduced accordingly pursuant to Section 2.06(h)  hereof,
     and   the  Company  shall  execute  and  the  Trustee  shall
     authenticate  and  deliver to the Person designated  in  the
     instructions a Definitive Note in the appropriate  principal
     amount. Definitive Notes issued in exchange for a beneficial
     interest  pursuant  to  this Section  2.06(c)(iv)  shall  be
     registered   in   such   names  and   in   such   authorized
     denominations  as  the holder shall instruct  the  Registrar
     through instructions from the Depositary and the Participant
     or  Indirect  Participant. The Trustee  shall  deliver  such
     Definitive  Notes to the Persons in whose names  such  Notes
     are so registered. Definitive Notes issued in exchange for a
     beneficial  interest  pursuant to this  Section  2.06(c)(iv)
     shall not bear the Private Placement Legend.

          (v)   Transfer  or Exchange of Beneficial Interests  in
     Unrestricted  Global  Notes to Restricted  Definitive  Notes
     Prohibited.  Beneficial interests in an Unrestricted  Global
     Note  cannot be exchanged for a Definitive Note bearing  the
     Private  Placement Legend or transferred  to  a  Person  who
     takes  delivery  thereof in the form of  a  Definitive  Note
     bearing the Private Placement Legend.

          (d)   Transfer  or  Exchange of  Definitive  Notes  for
Beneficial Interests.

          (i)    Restricted   Definitive  Notes   to   Beneficial
     Interests  in  Restricted Global Notes.  If  any  Holder  of
     Restricted Definitive Notes proposes to exchange such  Notes
     for a beneficial interest in a Restricted Global Note or  to
     transfer  such Restricted Definitive Notes to a  Person  who
     takes  delivery thereof in the form of a beneficial interest
     in  a  Restricted  Global Note, then, upon  receipt  by  the
     Registrar  of the following documentation (all of which  may
     be submitted by facsimile):

               (A)   if  the Holder of such Restricted Definitive
          Notes  proposes to exchange such Notes for a beneficial
          interest  in  a  Restricted Global Note, a  certificate
          from  such  Holder  in the form of  Exhibit  C  hereto,
          including the certifications in item (2)(b) thereof;

               (B)  if such Restricted Definitive Notes are being
          transferred to a QIB in accordance with Rule 144A under
          the  Securities  Act, a certificate to the  effect  set
          forth in Exhibit B hereto, including the certifications
          in item (1) thereof;

               (C)  if such Restricted Definitive Notes are being
          transferred  to  a  Non-U.S.  Person  in  an   offshore
          transaction  in accordance with Rule 903  or  Rule  904
          under  the Securities Act, a certificate to the  effect
          set   forth   in   Exhibit  B  hereto,  including   the
          certifications in item (2) thereof;

               (D)  if such Restricted Definitive Notes are being
          transferred   pursuant  to  an   exemption   from   the
          registration  requirements of  the  Securities  Act  in
          accordance  with Rule 144 under the Securities  Act,  a
          certificate  to  the  effect set  forth  in  Exhibit  B
          hereto,  including the certifications  in  item  (3)(a)
          thereof;

               (E)  if such Restricted Definitive Notes are being
          transferred  to the Company or any of its Subsidiaries,
          a  certificate  to the effect set forth  in  Exhibit  B
          hereto,  including the certifications  in  item  (3)(b)
          thereof; or

               (F)  if such Restricted Definitive Notes are being
          transferred   pursuant  to  an  effective  registration
          statement  under the Securities Act, a  certificate  to
          the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof,

     the  Trustee shall cancel the Definitive Notes, increase  or
     cause to be increased the aggregate principal amount of,  in
     the  case  of  clause (A) above, the appropriate  Restricted
     Global  Note, in the case of clauses (B), (D), (E)  and  (F)
     above,  the 144A Global Note, and in the case of clause  (C)
     above, the Regulation S Global Note.

          (ii)   Restricted   Definitive  Notes   to   Beneficial
     Interests  in  Unrestricted  Global  Notes.   A  Holder   of
     Restricted  Definitive Notes may exchange such Notes  for  a
     beneficial  interest  in  the Unrestricted  Global  Note  or
     transfer  such Restricted Definitive Notes to a  Person  who
     takes  delivery thereof in the form of a beneficial interest
     in the Unrestricted Global Note only if:

               (A)    such   exchange  or  transfer  is  effected
          pursuant  to the Exchange Offer in accordance with  the
          Registration  Rights Agreement and the Holder,  in  the
          case of an exchange, or the transferee, in the case  of
          a  transfer, is not (1) a broker-dealer, (2)  a  Person
          participating in the distribution of the Exchange Notes
          or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

               (B)  any such transfer is effected pursuant to the
          Shelf  Registration  Statement in accordance  with  the
          Registration Rights Agreement;

               (C)    any   such  transfer  is  effected   by   a
          Participating  Broker-Dealer pursuant to  the  Exchange
          Offer  Registration  Statement in accordance  with  the
          Registration Rights Agreement; or

               (D)  the Registrar receives the following:

                    (1)   if the Holder of such Definitive  Notes
          proposes  to  exchange  such  Notes  for  a  beneficial
          interest in the Unrestricted Global Note, a certificate
          from  such  Holder  in the form of  Exhibit  C  hereto,
          including the certifications in item (1)(c) thereof; or

                    (2)   if the Holder of such Definitive  Notes
          proposes  to transfer such Notes to a Person who  shall
          take  delivery  thereof in the  form  of  a  beneficial
          interest in the Unrestricted Global Note, a certificate
          from  such  Holder  in the form of  Exhibit  B  hereto,
          including the certifications in item (4) thereof; and

                    (3)   in  each  such case set forth  in  this
          subparagraph  (D),  an  Opinion  of  Counsel  in   form
          reasonably acceptable to the Company to the effect that
          such  exchange  or transfer is in compliance  with  the
          Securities  Act,  that  the  restrictions  on  transfer
          contained  herein  and in the Private Placement  Legend
          are  not required in order to maintain compliance  with
          the Securities Act, and such Definitive Notes are being
          exchanged  or  transferred  in  compliance   with   any
          applicable blue sky securities laws of any State of the
          United States.

          Upon  satisfaction  of the conditions  of  any  of  the
     subparagraphs in this Section 2.06(d)(ii), the Trustee shall
     cancel  the  Definitive Notes and increase or  cause  to  be
     increased the aggregate principal amount of the Unrestricted
     Global Note.

          (iii)      Unrestricted Definitive Notes to  Beneficial
     Interests  in  Unrestricted  Global  Notes.   A  Holder   of
     Unrestricted Definitive Notes may exchange such Notes for  a
     beneficial  interest  in  the Unrestricted  Global  Note  or
     transfer  such  Definitive  Notes  to  a  Person  who  takes
     delivery thereof in the form of a beneficial interest in the
     Unrestricted Global Note. Upon receipt of a request for such
     an  exchange  or  transfer,  the Trustee  shall  cancel  the
     Unrestricted Definitive Notes and increase or  cause  to  be
     increased the aggregate principal amount of the Unrestricted
     Global Note.

          (iv)  Transfer  or Exchange of Unrestricted  Definitive
Notes   to  Beneficial  Interests  in  Restricted  Global   Notes
Prohibited.  An Unrestricted Definitive Note cannot be  exchanged
for,  or transferred to Persons who take delivery thereof in  the
form of, beneficial interests in a Restricted Global Note.

          (v)  Issuance of Unrestricted Global Notes. If any such
exchange  or  transfer  from a Definitive Note  to  a  beneficial
interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or
(iii)  above at a time when an Unrestricted Global Note  has  not
yet been issued, the Company shall issue and, upon receipt of  an
authentication order in accordance with Section 2.02 hereof,  the
Trustee shall authenticate one or more Unrestricted Global  Notes
in an aggregate principal amount equal to the principal amount of
beneficial   interests  transferred  pursuant   to   subparagraph
(ii)(B), (ii)(D) or (iii) above.

          (e)   Transfer and Exchange of Definitive Notes.   Upon
request  by  a  Holder  of  Definitive Notes  and  such  Holder's
compliance  with  the  provisions of this  Section  2.06(e),  the
Registrar  shall register the transfer or exchange of  Definitive
Notes.  Prior  to such registration of transfer or exchange,  the
requesting Holder shall present or surrender to the Registrar the
Definitive  Notes  duly  endorsed or  accompanied  by  a  written
instruction  of  transfer in form satisfactory to  the  Registrar
duly  executed  by  such Holder or by his attorney-in-fact,  duly
authorized  in writing. In addition, the requesting Holder  shall
provide any additional certifications, documents and information,
as  applicable,  pursuant  to  the  provisions  of  this  Section
2.06(e).

          (i)    Restricted   Definitive  Notes   to   Restricted
     Definitive  Notes.  Restricted  Definitive  Notes   may   be
     transferred  to  and registered in the name of  Persons  who
     take delivery thereof in the form of a Restricted Definitive
     Note if the Registrar receives the following:

               (A)  if the transfer will be made pursuant to Rule
          144A under the Securities Act, then the transferor must
          deliver  a certificate in the form of Exhibit B hereto,
          including the certifications in item (1) thereof;

               (B)  if the transfer will be made pursuant to Rule
          903  or  Rule  904 under the Securities Act,  then  the
          transferor  must deliver a certificate in the  form  of
          Exhibit B hereto, including the certifications in  item
          (2) thereof; and

               (C)   if the transfer will be made pursuant to any
          other  exemption from the registration requirements  of
          the  Securities Act, then the transferor  must  deliver
          (x)  a  certificate  in the form of Exhibit  B  hereto,
          including  the certifications in item (3) thereof,  (y)
          to  the  extent  required by item  3(d)  of  Exhibit  B
          hereto,  an  Opinion  of  Counsel  in  form  reasonably
          acceptable  to  the  Company to the  effect  that  such
          transfer is in compliance with the Securities  Act  and
          such  beneficial  interest  is  being  transferred   in
          compliance with any applicable blue sky securities laws
          of  any  State  of the United States  and  (z)  if  the
          transfer  is being made to an Institutional  Accredited
          Investor and effected pursuant to an exemption from the
          registration requirements of the Securities  Act  other
          than Rule 144A under the Securities Act, Rule 144 under
          the  Securities  Act or Rule 904 under  the  Securities
          Act,  a certificate from the transferee in the form  of
          Exhibit D hereto.

          (ii)   Restricted  Definitive  Notes  to   Unrestricted
     Definitive  Notes.   Restricted  Definitive  Notes  may   be
     exchanged   by   any  Holder  thereof  for  an  Unrestricted
     Definitive Note or transferred to Persons who take  delivery
     thereof in the form of an Unrestricted Definitive Note if:

               (A)    such   exchange  or  transfer  is  effected
          pursuant  to the Exchange Offer in accordance with  the
          Registration  Rights Agreement and the holder,  in  the
          case of an exchange, or the transferee, in the case  of
          a  transfer, is not (1) a broker-dealer, (2)  a  Person
          participating in the distribution of the Exchange Notes
          or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

               (B)  any such transfer is effected pursuant to the
          Shelf  Registration  Statement in accordance  with  the
          Registration Rights Agreement;

               (C)    any   such  transfer  is  effected   by   a
          Participating  Broker-Dealer pursuant to  the  Exchange
          Offer  Registration  Statement in accordance  with  the
          Registration Rights Agreement; or

               (D)  the Registrar receives the following:

                    (1)    if   the  Holder  of  such  Restricted
          Definitive Notes proposes to exchange such Notes for an
          Unrestricted Definitive Note, a certificate  from  such
          Holder  in the form of Exhibit C hereto, including  the
          certifications in item (1)(a) thereof; or

                    (2)    if   the  Holder  of  such  Restricted
          Definitive Notes proposes to transfer such Notes  to  a
          Person  who shall take delivery thereof in the form  of
          an  Unrestricted  Definitive Note, a  certificate  from
          such  Holder in the form of Exhibit B hereto, including
          the certifications in item (4) thereof; and

                    (3)   in  each  such case set forth  in  this
          subparagraph  (D),  an  Opinion  of  Counsel  in   form
          reasonably acceptable to the Company to the effect that
          such  exchange  or transfer is in compliance  with  the
          Securities  Act,  that  the  restrictions  on  transfer
          contained  herein  and in the Private Placement  Legend
          are  not required in order to maintain compliance  with
          the Securities Act, and such Restricted Definitive Note
          is  being  exchanged or transferred in compliance  with
          any applicable blue sky securities laws of any State of
          the United States.

          (iii)     Unrestricted Definitive Notes to Unrestricted
     Definitive Notes.  A Holder of Unrestricted Definitive Notes
     may  transfer  such  Notes to a Person  who  takes  delivery
     thereof in the form of an Unrestricted Definitive Note. Upon
     receipt  of  a  request for such a transfer,  the  Registrar
     shall register the Unrestricted Definitive Notes pursuant to
     the instructions from the Holder thereof.

          (iv)  Transfer  or Exchange of Unrestricted  Definitive
Notes to Restricted Definitive Notes Prohibited.  An Unrestricted
Definitive  Note  cannot  be exchanged  for,  or  transferred  to
Persons  who  take delivery thereof in the form of  a  Restricted
Definitive Note.

          (f)    Exchange  Offer.  Upon  the  occurrence  of  the
Exchange  Offer  in  accordance  with  the  Registration   Rights
Agreement,  the  Company  shall issue and,  upon  receipt  of  an
authentication order in accordance with Section 2.02 hereof,  the
Trustee  shall  authenticate (i) one or more Unrestricted  Global
Notes  in  an  aggregate principal amount equal to the  principal
amount of the beneficial interests in the Restricted Global Notes
tendered  for  acceptance by Persons that  are  not  (x)  broker-
dealers,  (y)  Persons participating in the distribution  of  the
Exchange  Notes or (z) Persons who are affiliates (as defined  in
Rule  144)  of  the  Company and accepted  for  exchange  in  the
Exchange   Offer  and  (ii)  Definitive  Notes  in  an  aggregate
principal  amount equal to the principal amount of the Restricted
Definitive  Notes  accepted for exchange in the  Exchange  Offer.
Concurrent  with  the issuance of such Notes, the  Trustee  shall
cause the aggregate principal amount of the applicable Restricted
Global  Notes  to be reduced accordingly, and the  Company  shall
execute and the Trustee shall authenticate and make available for
delivery  to the Persons designated by the Holders of  Definitive
Notes  so  accepted Definitive Notes in the appropriate principal
amount.

          (g)  Legends. The following legends shall appear on the
face  of all Global Notes and Definitive Notes issued under  this
Indenture  unless specifically stated otherwise in the applicable
provisions of this Indenture.

          (i)  Private Placement Legend.

               (A)   Except  as  permitted  by  subparagraph  (b)
          below,  each Global Note and each Definitive Note  (and
          all  Notes  issued in exchange therefor or substitution
          thereof)  shall  bear the legend in  substantially  the
          following form:

          "THE  NOTES  EVIDENCED HEREBY HAVE NOT BEEN  REGISTERED
          UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE
          "SECURITIES  ACT"), OR OTHER SECURITIES  LAWS.  NEITHER
          THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN  MAY
          BE  REOFFERED,  SOLD,  ASSIGNED, TRANSFERRED,  PLEDGED,
          ENCUMBERED  OR OTHERWISE DISPOSED OF IN THE ABSENCE  OF
          SUCH  REGISTRATION  UNLESS THE  TRANSACTION  IS  EXEMPT
          FROM,  OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
          OF  THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY BY
          ITS  ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS  A
          "QUALIFIED  INSTITUTIONAL BUYER" (AS  DEFINED  IN  RULE
          144A  UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S.
          PERSON  AND  IS  ACQUIRING ITS  NOTE  IN  AN  "OFFSHORE
          TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S UNDER
          THE  SECURITIES ACT, (2) AGREES THAT IT WILL NOT  PRIOR
          TO  (X)  THE  DATE WHICH IS TWO YEARS (OR SUCH  SHORTER
          PERIOD  OF  TIME AS PERMITTED BY RULE 144(k) UNDER  THE
          SECURITIES  ACT OR ANY SUCCESSOR PROVISION  THEREUNDER)
          AFTER  THE LATER OF THE ORIGINAL ISSUE DATE HEREOF  (OR
          OF  ANY  PREDECESSOR OF THIS NOTE) OR THE LAST  DAY  ON
          WHICH  THE COMPANY OR ANY AFFILIATE OF THE COMPANY  WAS
          THE  OWNER  OF  THIS NOTE (OR ANY PREDECESSOR  OF  THIS
          NOTE)  AND  (Y)  SUCH LATER DATE, IF  ANY,  AS  MAY  BE
          REQUIRED  BY  APPLICABLE LAW (THE  "RESALE  RESTRICTION
          TERMINATION  DATE"), OFFER, SELL OR OTHERWISE  TRANSFER
          THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO  A
          REGISTRATION   STATEMENT  WHICH   HAS   BEEN   DECLARED
          EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG  AS
          THE  NOTES  ARE  ELIGIBLE FOR RESALE PURSUANT  TO  RULE
          144A,  TO  A  PERSON  IT  REASONABLY  BELIEVES   IS   A
          "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
          UNDER  THE  SECURITIES ACT THAT PURCHASES FOR  ITS  OWN
          ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
          BUYER  TO  WHOM  NOTICE IS GIVEN THAT THE  TRANSFER  IS
          BEING  MADE IN RELIANCE ON RULE 144A INSIDE THE  UNITED
          STATES,  (D)  PURSUANT TO OFFERS AND SALES TO  NON-U.S.
          PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
          MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E)
          PURSUANT  TO  ANY  OTHER AVAILABLE EXEMPTION  FROM  THE
          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3)
          AGREES  THAT IT WILL GIVE TO EACH PERSON TO  WHOM  THIS
          NOTE  IS  TRANSFERRED  A NOTICE  SUBSTANTIALLY  TO  THE
          EFFECT  OF THIS LEGEND; PROVIDED THAT THE COMPANY,  THE
          TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO
          ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE
          (D)  OR  (E)  TO REQUIRE THE DELIVERY OF AN OPINION  OF
          COUNSEL,   CERTIFICATION   AND/OR   OTHER   INFORMATION
          SATISFACTORY TO EACH OF THEM, AND (II) IN EACH  OF  THE
          FOREGOING  CASES,  TO REQUIRE THAT A  CERTIFICATION  OF
          TRANSFER   IN  THE  FORM  APPEARING  IN  THE  INDENTURE
          GOVERNING THIS NOTE IS COMPLETED AND DELIVERED  BY  THE
          TRANSFEROR TO THE TRUSTEE.  THIS LEGEND WILL BE REMOVED
          UPON  THE  REQUEST  OF  THE  HOLDER  AFTER  THE  RESALE
          RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS
          "OFFSHORE  TRANSACTION,"  "UNITED  STATES"  AND   "U.S.
          PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
          UNDER THE SECURITIES ACT."

               (B)   Notwithstanding  the foregoing,  any  Global
          Note or Definitive Note issued pursuant to subparagraph
          (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii),
          (e)(iii)  or  (f) of this Section 2.06 (and  all  Notes
          issued  in  exchange therefor or substitution  thereof)
          shall not bear the Private Placement Legend.

          (ii) Global Note Legend.  Each Global Note shall bear a
     legend in substantially the following form:

          "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED
          IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN
          CUSTODY  FOR  THE  BENEFIT  OF  THE  BENEFICIAL  OWNERS
          HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
          CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
          NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
          2.06  OF  THE INDENTURE, (II) THIS GLOBAL NOTE  MAY  BE
          EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO  SECTION
          2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
          DELIVERED  TO THE TRUSTEE FOR CANCELLATION PURSUANT  TO
          SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
          MAY  BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH  THE
          PRIOR WRITTEN CONSENT OF THE COMPANY."

          (iii)      Regulation S Temporary Global  Note  Legend.
     The  Regulation S Temporary Global Note shall bear a  legend
     in substantially the following form:

          "THE  RIGHTS  ATTACHING TO THIS REGULATION S  TEMPORARY
          GLOBAL   NOTE,   AND  THE  CONDITIONS  AND   PROCEDURES
          GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES,  ARE  AS
          SPECIFIED   IN  THE  INDENTURE  (AS  DEFINED   HEREIN).
          NEITHER  THE HOLDER NOR THE BENEFICIAL OWNERS  OF  THIS
          REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO
          RECEIVE PAYMENT OF INTEREST HEREON."

          (h)   Cancellation and/or Adjustment of  Global  Notes.
At  such time as all beneficial interests in a particular  Global
Note  have  been exchanged for Definitive Notes or  a  particular
Global  Note has been redeemed, repurchased or canceled in  whole
and  not in part, each such Global Note shall be returned  to  or
retained  and canceled by the Trustee in accordance with  Section
2.11  hereof.  At  any  time prior to such cancellation,  if  any
beneficial  interest  in  a  Global  Note  is  exchanged  for  or
transferred  to  a Person who will take delivery thereof  in  the
form  of  a  beneficial interest in another Global  Note  or  for
Definitive  Notes, the principal amount of Notes  represented  by
such  Global Note shall be reduced accordingly and an endorsement
shall  be  made  on such Global Note, by the Trustee  or  by  the
Depositary  at  the  direction of the Trustee,  to  reflect  such
reduction; and if the beneficial interest is being exchanged  for
or  transferred to a Person who will take delivery thereof in the
form  of a beneficial interest in another Global Note, such other
Global  Note  shall be increased accordingly and  an  endorsement
shall  be  made  on such Global Note, by the Trustee  or  by  the
Depositary  at  the  direction of the Trustee,  to  reflect  such
increase.

          (i)   General  Provisions  Relating  to  Transfers  and
Exchanges.

          (i)    To   permit   registrations  of  transfers   and
     exchanges,  the Company shall execute and the Trustee  shall
     authenticate  Global  Notes and Definitive  Notes  upon  the
     Company's order or at the Registrar's request.

          (ii)  No service charge shall be made to a holder of  a
     beneficial  interest in a Global Note or to a  Holder  of  a
     Definitive   Note  for  any  registration  of  transfer   or
     exchange,  but  the Company may require  payment  of  a  sum
     sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any  such
     transfer  taxes or similar governmental charge payable  upon
     exchange or transfer pursuant to Sections 2.10, 3.06,  4.10,
     4.15 and 9.05 hereof).

          (iii)      The  Registrar  shall  not  be  required  to
     register  the transfer of or exchange any Note selected  for
     redemption  in  whole  or  in part,  except  the  unredeemed
     portion of any Note being redeemed in part.

          (iv)  All Global Notes and Definitive Notes issued upon
     any registration of transfer or exchange of Global Notes  or
     Definitive  Notes  shall  be the valid  obligations  of  the
     Company, evidencing the same debt, and entitled to the  same
     benefits  under  this  Indenture, as  the  Global  Notes  or
     Definitive  Notes  surrendered  upon  such  registration  of
     transfer or exchange.

          (v)  The Company shall not be required (A) to issue, to
     register  the  transfer  of or to exchange  Notes  during  a
     period  beginning at the opening of business 15 days  before
     the  day  of  any  selection of Notes for  redemption  under
     Section  3.02 hereof and ending at the close of business  on
     the day of selection, (B) to register the transfer of or  to
     exchange any Note so selected for redemption in whole or  in
     part,  except  the  unredeemed portion  of  any  Note  being
     redeemed  in part or (C) to register the transfer of  or  to
     exchange  a  Note  between  a  record  date  and  the   next
     succeeding Interest Payment Date.

          (vi) Prior to due presentment for the registration of a
     transfer of any Note, the Trustee, any Agent and the Company
     may  deem  and treat the Person in whose name  any  Note  is
     registered  as  the  absolute owner of  such  Note  for  the
     purpose of receiving payment of principal of and interest on
     such  Notes  and  for all other purposes, and  none  of  the
     Trustee,  any  Agent  or the Company shall  be  affected  by
     notice to the contrary.

          (vii)      The Trustee shall authenticate Global  Notes
     and  Definitive Notes in accordance with the  provisions  of
     Section 2.02 hereof.

Section 2.07.    Replacement Notes.

          If  any mutilated Note is surrendered to the Trustee or
the Company and the Trustee receives evidence to its satisfaction
of  the destruction, loss or theft of any Note, the Company shall
issue  and  the  Trustee, upon the written order of  the  Company
signed  by  two  Officers of the Company,  shall  authenticate  a
replacement  Note  if  the  Trustee's requirements  are  met.  If
required by the Trustee or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of  the
Trustee and the Company to protect the Company, the Trustee,  any
Agent and any authenticating agent from any loss that any of them
may  suffer if a Note is replaced. The Company may charge for its
expenses in replacing a Note.

          Every  replacement Note is an additional obligation  of
the  Company and shall be entitled to all of the benefits of this
Indenture  equally and proportionately with all other Notes  duly
issued hereunder.

Section 2.08.    Outstanding Notes.

          The  Notes  outstanding at any time are all  the  Notes
authenticated  by the Trustee except for those  canceled  by  it,
those  delivered to it for cancellation, those reductions in  the
interest  in a Global Note effected by the Trustee in  accordance
with  the provisions hereof, and those described in this  Section
2.08  as  not  outstanding. Except as set forth in  Section  2.09
hereof,  a  Note  does  not cease to be outstanding  because  the
Company or an Affiliate of the Company holds the Note.

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

          If  the principal amount of any Note is considered paid
under  Section  4.01  hereof, it ceases  to  be  outstanding  and
interest on it ceases to accrue.

          If  the  Paying  Agent  (other  than  the  Company,   a
Subsidiary or an Affiliate of any thereof) holds, on a redemption
date  or maturity date, money sufficient to pay Notes payable  on
that date, then on and after that date such Notes shall be deemed
to be no longer outstanding and shall cease to accrue interest.

Section 2.09.    Treasury Notes.

          In  determining  whether the Holders  of  the  required
principal amount of Notes have concurred in any direction, waiver
or consent, Notes owned by the Company, or by any Person directly
or  indirectly  controlling or controlled by or under  direct  or
indirect common control with the Company, shall be considered  as
though   not  outstanding,  except  that  for  the  purposes   of
determining whether the Trustee shall be protected in relying  on
any  such direction, waiver or consent, only Notes that a Trustee
has actual knowledge are so owned shall be so disregarded.

Section 2.10.    Temporary Notes.

          Until  Definitive  Notes are ready  for  delivery,  the
Company  may prepare and the Trustee shall authenticate temporary
Notes  upon a written order of the Company signed by two Officers
of  the  Company. Temporary Notes shall be substantially  in  the
form of Definitive Notes but may have variations that the Company
considers  appropriate  for  temporary  Notes  and  as  shall  be
reasonably acceptable to the Trustee. Without unreasonable delay,
the  Company  shall  prepare and the Trustee  shall  authenticate
Definitive Notes in exchange for temporary Notes.

          Holders of temporary Notes shall be entitled to all  of
the benefits of this Indenture.

Section 2.11.    Cancellation.

          The  Company  at  any  time may deliver  Notes  to  the
Trustee  for  cancellation. The Registrar and Paying Agent  shall
forward  to  the  Trustee  any  Notes  surrendered  to  them  for
registration of transfer, exchange or payment. The Trustee and no
one  else shall cancel all Notes surrendered for registration  of
transfer,  exchange,  payment, replacement  or  cancellation  and
shall  destroy  canceled Notes (subject to the  record  retention
requirements   of  the  Exchange  Act).  Certification   of   the
destruction  of  all  canceled Notes shall be  delivered  to  the
Company.  The  Company may not issue new Notes to  replace  Notes
that  it has paid or that have been delivered to the Trustee  for
cancellation.

Section 2.12.    Defaulted Interest.

          If the Company defaults in a payment of interest on the
Notes,  it shall pay the defaulted interest in any lawful  manner
plus,  to  the  extent lawful, interest payable on the  defaulted
interest, to the Persons who are Holders on a subsequent  special
record  date, in each case at the rate provided in the Notes  and
in  Section 4.01 hereof. The Company shall notify the Trustee  in
writing  of the amount of defaulted interest proposed to be  paid
on  each  Note and the date of the proposed payment. The  Company
shall fix or cause to be fixed each such special record date  and
payment date, provided that no such special record date shall  be
less  than  10  days prior to the related payment date  for  such
defaulted  interest. At least 15 days before the  special  record
date,  the Company (or, upon the written request of the  Company,
the  Trustee in the name and at the expense of the Company) shall
mail  or  cause to be mailed to Holders a notice that states  the
special  record date, the related payment date and the amount  of
such interest to be paid.

Section 2.13.    CUSIP Numbers.

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


                           ARTICLE 3.
                    REDEMPTION AND PREPAYMENT

Section 3.01.    Notices to Trustee.

          If  the Company elects to redeem Notes pursuant to  the
optional  redemption provisions of Section 3.07 hereof, it  shall
furnish  to  the Trustee, at least 30 days but not more  than  60
days  before a redemption date, an Officers' Certificate  setting
forth  (i)  the clause of this Indenture pursuant  to  which  the
redemption  shall  occur,  (ii) the redemption  date,  (iii)  the
principal  amount of Notes to be redeemed and (iv) the redemption
price.

Section 3.02.    Selection of Notes to be Redeemed.

          If less than all of the Notes are to be redeemed at any
time,  selection of Notes for redemption shall  be  made  by  the
Trustee  in  compliance with the requirements  of  the  principal
national  securities  exchange, if any, on which  the  Notes  are
listed, or, if the Notes are not so listed, on a pro rata  basis,
by  lot  or  by  such method as the Trustee shall deem  fair  and
appropriate; provided that no Notes of less than $1,000 shall  be
redeemed in part. Notices of redemption shall be mailed by  first
class  mail  at  least 30 but not more than 60  days  before  the
redemption  date  to each Holder of Notes to be redeemed  at  its
registered address.  If any Note is to be redeemed in part  only,
the  notice  of redemption that relates to such Note shall  state
the portion of the principal amount thereof to be redeemed. A new
Note  in principal amount equal to the unredeemed portion thereof
shall  be  issued  in  the  name  of  the  Holder  thereof   upon
cancellation  of the original Note. Notes called  for  redemption
become  due  on the date fixed for redemption. On and  after  the
redemption  date, interest ceases to accrue on Notes or  portions
of them called for redemption.

          The  Trustee  shall  promptly  notify  the  Company  in
writing of the Notes selected for redemption and, in the case  of
any  Note  selected for partial redemption, the principal  amount
thereof  to  be  redeemed. Notes and portions of  Notes  selected
shall  be  in  amounts  of $1,000 or whole multiples  of  $1,000;
except  that if all of the Notes of a Holder are to be  redeemed,
the  entire outstanding amount of Notes held by such Holder, even
if  not  a  multiple  of  $1,000, shall be  redeemed.  Except  as
provided  in the preceding sentence, provisions of this Indenture
that  apply to Notes called for redemption also apply to portions
of Notes called for redemption.

          As  of the date hereof, the Notes are not listed on any
national  securities exchange.  The Company  shall  give  written
notice  to  the  Trustee of any such listing  promptly  after  it
becomes effective.

Section 3.03.    Notice of Redemption.

          Subject  to  the provisions of Section 3.09 hereof,  at
least 30 days but not more than 60 days before a redemption date,
the  Company  shall mail or cause to be mailed,  by  first  class
mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address.

          The  notice  shall identify the Notes  to  be  redeemed
(including CUSIP, CINS or ISIN numbers, if any) and shall state:

          (a)  the redemption date;

          (b)  the redemption price;

          (c)  if any Note is being redeemed in part, the portion
of  the  principal amount of such Note to be redeemed  and  that,
after the redemption date upon surrender of such Note, a new Note
or  Notes  in  principal amount equal to the  unredeemed  portion
shall be issued upon cancellation of the original Note;

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

          (e)    that  Notes  called  for  redemption   must   be
surrendered to the Paying Agent to collect the redemption price;

          (f)   that, unless the Company defaults in making  such
redemption  payment,  interest on  Notes  called  for  redemption
ceases to accrue on and after the redemption date;

          (g)   the paragraph of the Notes and/or Section of this
Indenture  pursuant to which the Notes called for redemption  are
being redeemed; and

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

          At  the  Company's request, the Trustee shall give  the
notice  of  redemption in the Company's name and at its  expense;
provided, however, that the Company shall have delivered  to  the
Trustee,  at  least  45  days prior to the  redemption  date,  an
Officers'  Certificate  requesting that  the  Trustee  give  such
notice  and  setting forth the information to be stated  in  such
notice as provided in the preceding paragraph.

Section 3.04.    Effect of Notice of Redemption.

          Once  notice of redemption is mailed in accordance with
Section   3.03   hereof,  Notes  called  for  redemption   become
irrevocably  due  and  payable on  the  redemption  date  at  the
redemption price.

Section 3.05.    Deposit of Redemption Price.

          Prior  to 11:00 a.m. on the Business Day prior  to  the
redemption  date, the Company shall deposit with the  Trustee  or
with  the  Paying  Agent money sufficient to pay  the  redemption
price of and accrued interest on all Notes to be redeemed on that
date.  The  Trustee or the Paying Agent shall promptly return  to
the  Company any money deposited with the Trustee or  the  Paying
Agent  by the Company in excess of the amounts necessary  to  pay
the redemption price of, and accrued interest on, all Notes to be
redeemed.

          If  the  Company  complies with the provisions  of  the
preceding  paragraph, on and after the redemption date,  interest
shall  cease  to  accrue on the Notes or the  portions  of  Notes
called  for  redemption. If a Note is redeemed  on  or  after  an
interest  record  date  but on or prior to the  related  interest
payment date, then any accrued and unpaid interest shall be  paid
to the Person in whose name such Note was registered at the close
of  business  on  such  record  date.  If  any  Note  called  for
redemption  shall  not be so paid upon surrender  for  redemption
because  of  the  failure  of  the Company  to  comply  with  the
preceding  paragraph,  interest  shall  be  paid  on  the  unpaid
principal, from the redemption date until such principal is paid,
and  to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and  in
Section 4.01 hereof.

Section 3.06.    Notes Redeemed in Part.

          Upon surrender of a Note that is redeemed in part,  the
Company shall issue and, upon the Company's written request,  the
Trustee shall authenticate for the Holder at the expense  of  the
Company  a  new Note equal in principal amount to the  unredeemed
portion of the Note surrendered.

Section 3.07.    Optional Redemption.

          (a)   Except as set forth in clause (b) of this Section
3.07,  the Notes shall not be redeemable at the Company's  option
prior  to August 1, 2004. Thereafter, the Notes shall be  subject
to  redemption at any time at the option of the Company, in whole
or  in part, upon not less than 30 nor more than 60 days' notice,
at  the  redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest, if any,
to the applicable redemption date, if redeemed during the twelve-
month period beginning on August 1 of the years indicated below:

          Year                         Percentage
          2004                           106.500%
          2005                           104.333%
          2006                           102.167%
          2007 and thereafter            100.000%

          (b)   Notwithstanding the foregoing clause (a),  on  or
prior  to  August  1, 2002, the Company may on any  one  or  more
occasions  redeem  up  to  an  aggregate  of  35%  of  the  Notes
originally issued at a redemption price of 113% of the  principal
amount  thereof, plus accrued and unpaid interest and  Additional
Interest thereon, if any, to the redemption date (subject to  the
right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date), with the net
cash  proceeds of one or more Equity Offerings by the Company  or
the  net cash proceeds of one or more Equity Offerings by  Blount
International  that  are contributed to  the  Company  as  common
equity  capital;  provided  that  at  least  65%  of  the   Notes
originally  issued  remain  outstanding  immediately  after   the
occurrence  of  each  such redemption (excluding  Notes  held  by
Blount  International, the Company and their  Subsidiaries);  and
provided, further, that any such redemption must occur within  90
days of the date of the closing of such Equity Offering.

Section 3.08.    Mandatory Redemption.

          Except  as  set  forth  under Sections  4.10  and  4.15
hereof,  the Company is not required to make mandatory redemption
or  sinking fund payments with respect to the Notes.  The Company
may  at any time and from time to time purchase Notes in the open
market or otherwise.

Section 3.09.    Offer to Purchase by Application of Excess
            Proceeds.

          In the event that, pursuant to Section 4.10 hereof, the
Company shall be required to commence an Asset Sale Offer to  all
Holders  to  purchase  Notes,  it  shall  follow  the  procedures
specified below.

          The Asset Sale Offer shall remain open for a period  of
20 Business Days following its commencement and no longer, except
to  the extent that a longer period is required by applicable law
(the "Offer Period"). No later than five Business Days after  the
termination  of  the  Offer  Period (the  "Purchase  Date"),  the
Company shall purchase the principal amount of Notes required  to
be purchased pursuant to Section 4.10 hereof (the "Offer Amount")
or,  if  less than the Offer Amount has been tendered, all  Notes
tendered  in  response to the Asset Sale Offer. Payment  for  any
Notes  so  purchased shall be made in the same manner as interest
payments are made.

          If  the Purchase Date is on or after an interest record
date  and  on  or before the related interest payment  date,  any
accrued and unpaid interest shall be paid to the Person in  whose
name a Note is registered at the close of business on such record
date, and no additional interest shall be payable to Holders  who
tender Notes pursuant to the Asset Sale Offer.

          Upon  the  commencement  of an Asset  Sale  Offer,  the
Company  shall send, by first class mail, a notice to the Trustee
and  each of the Holders, with a copy to the Trustee. The  notice
shall  contain all instructions and materials necessary to enable
such  Holders to tender Notes pursuant to the Asset  Sale  Offer.
The  Asset  Sale Offer shall be made to all Holders. The  notice,
which  shall  govern  the terms of the Asset  Sale  Offer,  shall
state:

          (a)   that  the Asset Sale Offer is being made pursuant
to  this  Section 3.09 and Section 4.10 hereof and the length  of
time the Asset Sale Offer shall remain open;

          (b)   the  Offer  Amount, the purchase  price  and  the
Purchase Date;

          (c)  that any Note not tendered or accepted for payment
shall continue to accrete or accrue interest;

          (d)   that, unless the Company defaults in making  such
payment, any Note accepted for payment pursuant to the Asset Sale
Offer shall cease to accrue interest after the Purchase Date;

          (e)   that  Holders electing to have a  Note  purchased
pursuant  to  an Asset Sale Offer may only elect to have  all  of
such  Note purchased and may not elect to have only a portion  of
such Note purchased;

          (f)   that  Holders electing to have a  Note  purchased
pursuant  to any Asset Sale Offer shall be required to  surrender
the  Note,  with  the form entitled "Option of  Holder  to  Elect
Purchase"  on the reverse of the Note completed, or  transfer  by
book-entry  transfer, to the Company, a depositary, if  appointed
by the Company, or a Paying Agent at the address specified in the
notice at least three days before the Purchase Date;

          (g)   that Holders shall be entitled to withdraw  their
election  if the Company, the depositary or the Paying Agent,  as
the  case may be, receives, not later than the expiration of  the
Offer  Period,  a facsimile transmission or letter setting  forth
the  name  of  the Holder, the principal amount of the  Note  the
Holder delivered for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased;

          (h)   that, if the aggregate principal amount of  Notes
surrendered  by  Holders exceeds the Offer  Amount,  the  Company
shall  select the Notes to be purchased on a pro rata basis (with
such  adjustments as may be deemed appropriate by the Company  so
that only Notes in denominations of $1,000, or integral multiples
thereof, shall be purchased); and

          (i)   that Holders whose Notes were purchased  only  in
part  shall be issued new Notes equal in principal amount to  the
unpurchased  portion of the Notes surrendered (or transferred  by
book-entry transfer).

          On  or before the Purchase Date, the Company shall,  to
the extent lawful, accept for payment, on a pro rata basis to the
extent  necessary, the Offer Amount of Notes or portions  thereof
tendered  pursuant to the Asset Sale Offer, or if less  than  the
Offer  Amount  has been tendered, all Notes tendered,  and  shall
deliver to the Trustee an Officers' Certificate stating that such
Notes  or  portions  thereof were accepted  for  payment  by  the
Company  in accordance with the terms of this Section  3.09.  The
Company, the Depositary or the Paying Agent, as the case may  be,
shall  promptly (but in any case not later than five  days  after
the  Purchase Date) mail or deliver to each tendering  Holder  an
amount equal to the purchase price of the Notes tendered by  such
Holder  and accepted by the Company for purchase, and the Company
shall  promptly issue a new Note, and the Trustee,  upon  written
request  from the Company shall authenticate and mail or  deliver
such new Note to such Holder, in a principal amount equal to  any
unpurchased  portion of the Note surrendered.  Any  Note  not  so
accepted shall be promptly mailed or delivered by the Company  to
the  Holder  thereof.  The Company shall  publicly  announce  the
results of the Asset Sale Offer on the Purchase Date.

          Other  than  as specifically provided in  this  Section
3.09,  any purchase pursuant to this Section 3.09 shall  be  made
pursuant to the provisions of Sections 3.01 through 3.06 hereof.


                           ARTICLE 4.
                            COVENANTS

Section 4.01.    Payment of Notes.

          The Company shall pay or cause to be paid the principal
of,  premium, if any, and interest on the Notes on the dates  and
in  the manner provided in the Notes. Principal, premium, if any,
and  interest  shall be considered paid on the date  due  if  the
Paying  Agent, if other than Blount International or a Subsidiary
thereof,  holds as of 10:00 a.m. Eastern Time on  the  due  date,
money deposited by the Company in immediately available funds and
designated  for and sufficient to pay all principal, premium,  if
any,  and interest then due. The Company shall pay all Additional
Interest,  if  any, in the same manner on the dates  and  in  the
amounts set forth in the Registration Rights Agreement.

Section 4.02.    Maintenance of Office or Agency.

          The Company shall maintain in the Borough of Manhattan,
The City of New York, an office or agency (which may be an office
of  the Trustee or an affiliate of the Trustee, Registrar or  co-
registrar)  where  Notes may be surrendered for  registration  of
transfer or for exchange and where notices and demands to or upon
the  Company  in respect of the Notes and this Indenture  may  be
served.  The  Company  shall give prompt written  notice  to  the
Trustee of the location, and any change in the location, of  such
office  or  agency.  If  at any time the Company  shall  fail  to
maintain  any  such required office or agency or  shall  fail  to
furnish the Trustee with the address thereof, such presentations,
surrenders,  notices and demands may be made  or  served  at  the
Corporate Trust Office of the Trustee.

          The Company may also from time to time designate one or
more  other offices or agencies where the Notes may be  presented
or  surrendered for any or all such purposes and may from time to
time  rescind such designations; provided, however, that no  such
designation or rescission shall in any manner relieve the Company
of  their  obligations to maintain an office  or  agency  in  the
Borough  of  Manhattan, The City of New York for  such  purposes.
The  Company shall give prompt written notice to the  Trustee  of
any  such  designation or rescission and of  any  change  in  the
location of any such other office or agency.

          The  Company  hereby  designates  the  Corporate  Trust
Office of the Trustee as one such office or agency of the Company
in accordance with Section 2.03 hereof.

Section 4.03.    Reports.

          So   long   as   any  Notes  are  outstanding,   Blount
International  shall furnish to the Holders of Notes,  within  15
days  after  the time Blount International would be  required  to
file such information with the Commission, if it were subject  to
Section  13 or 15(d) of the Exchange Act:  (a) all quarterly  and
annual  financial  information  that  would  be  required  to  be
contained in a filing with the Commission on Forms 10-Q and  10-K
(or any successor forms) if Blount International were required to
file  those  forms,  including  a  "Management's  Discussion  and
Analysis  of Financial Condition and Results of Operations"  and,
with  respect  to the annual information only, a  report  on  the
annual  financial statements by Blount International's  certified
independent accountants; and (b) all current reports  that  would
be  required to be filed with the Commission on Form 8-K (or  any
successor  form)  if Blount International were required  to  file
such reports.

          If  Blount  International has  designated  any  of  its
Subsidiaries as Unrestricted Subsidiaries, then the quarterly and
annual  financial information required by the preceding paragraph
shall  include a reasonably detailed presentation, either on  the
face  of  the  financial statements or in the footnotes,  and  in
Management's  Discussion and Analysis of Financial Condition  and
Results of Operations, of the financial condition and results  of
operations   of   Blount   International   and   its   Restricted
Subsidiaries separate from the financial condition and results of
operations   of   the   Unrestricted   Subsidiaries   of   Blount
International.

          In  addition, Blount International shall file a copy of
all  information and reports referred to in clauses (a)  and  (b)
above with the Commission for public availability within the time
periods  specified  in  the Commission's  rules  and  regulations
(unless the Commission will not accept that filing) and make that
information  available  to  securities analysts  and  prospective
investors  upon request.  Blount International and the Guarantors
have  also  agreed that, for so long as any Notes are not  freely
transferable under the Securities Act, they will furnish  to  the
Holders  and  to  securities analysts and prospective  investors,
upon  their  request, the information required  to  be  delivered
pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04.    Compliance Certificate.

          (a)  Blount International shall deliver to the Trustee,
within  90  days after the end of each fiscal year, an  Officers'
Certificate  stating  that a review of the activities  of  Blount
International  and its Subsidiaries during the  preceding  fiscal
year  has been made under the supervision of the signing Officers
with  a view to determining whether Blount International and  the
Company  have  kept,  observed,  performed  and  fulfilled  their
obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his or
her  knowledge, Blount International and the Company  have  kept,
observed,  performed  and  fulfilled  each  and  every   covenant
contained  in  this  Indenture and are  not  in  default  in  the
performance  or  observance of any of the terms,  provisions  and
conditions  of  this  Indenture (or, if a  Default  or  Event  of
Default  shall  have occurred, describing all  such  Defaults  or
Events of Default of which he or she may have knowledge and  what
action  Blount International or the Company are taking or propose
to  take with respect thereto) and that to the best of his or her
knowledge  no  event  has occurred and remains  in  existence  by
reason  of  which  payments on account of  the  principal  of  or
interest, if any, on the Notes is prohibited or if such event has
occurred,  a  description of the event  and  what  action  Blount
International or the Company are taking or propose to  take  with
respect thereto.

          (b)   So  long  as  not contrary to  the  then  current
recommendations  of  the American Institute of  Certified  Public
Accountants, the year-end financial statements delivered pursuant
to  Section  4.03  hereof  shall  be  accompanied  by  a  written
statement   of   Blount   International's   independent    public
accountants  (who  shall  be  a  firm  of  established   national
reputation)   that  in  making  the  examination  necessary   for
certification of such financial statements, nothing has  come  to
their  attention  that  would lead them to  believe  that  Blount
International  or  the  Company has violated  any  provisions  of
Article  4  or  Article 5 hereof or, if any  such  violation  has
occurred, specifying the nature and period of existence  thereof,
it  being  understood that such accountants shall not  be  liable
directly  or indirectly to any Person for any failure  to  obtain
knowledge of any such violation.

          (c)  The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, as soon as possible  and  in
any  event  within five Business Days after any  Officer  becomes
aware   of   any  Default  or  Event  of  Default,  an  Officers'
Certificate specifying such Default or Event of Default and  what
action  Blount International or the Company is taking or proposes
to take with respect thereto.

Section 4.05.    Taxes.

          Blount International shall pay, and shall cause each of
its  Subsidiaries  to  pay,  prior to delinquency,  all  material
taxes,  assessments, and governmental levies except such  as  are
contested in good faith and by appropriate proceedings  or  where
the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

Section 4.06.    Sale and Leaseback Transactions.

          Blount  International shall not, and shall  not  permit
any  of  its Restricted Subsidiaries to, enter into any sale  and
leaseback transaction; provided that Blount International or  any
Restricted  Subsidiary  may  enter  into  a  sale  and  leaseback
transaction  if:   (i) Blount International  or  such  Restricted
Subsidiary, as applicable, could have incurred Indebtedness in an
amount  equal to the Attributable Debt relating to such sale  and
leaseback transaction under the Fixed Charge Coverage Ratio  test
in  the  first paragraph of Section 4.09 hereof; (ii)  the  gross
cash proceeds of such sale and leaseback transaction are at least
equal  to the fair market value, as (if in excess of $20,000,000)
determined in good faith by Blount International and set forth in
an  Officers'  Certificate  delivered  to  the  Trustee,  of  the
property   that  is  the  subject  of  such  sale  and  leaseback
transaction;  and (iii) the transfer of assets in such  sale  and
leaseback  transaction is permitted by, and Blount  International
or  that  Restricted  Subsidiary applies  the  proceeds  of  such
transaction in compliance with Section 4.10 hereof.

Section 4.07.    Restricted Payments.

          Blount  International shall not, and shall  not  permit
any  of  its  Restricted Subsidiaries to, directly or indirectly:
(i)  declare  or  pay any dividend or make any other  payment  or
distribution on account of Blount International's or any  of  its
Restricted   Subsidiaries'   Equity  Interests   (including   any
distribution, dividend or payment in connection with  any  merger
or  consolidation involving Blount International or  any  of  its
Restricted Subsidiaries) or to the direct or indirect holders  of
Blount  International's  or any of its  Restricted  Subsidiaries'
Equity  Interests in their capacity as such, except for dividends
or distributions that are payable in Equity Interests (other than
Disqualified Stock) of Blount International or payable to  Blount
International or a Restricted Subsidiary of Blount International;
(ii)  purchase, redeem or otherwise acquire or retire  for  value
(including, without limitation, in connection with any merger  or
consolidation   involving   Blount  International)   any   Equity
Interests  of the Company, Blount International or any direct  or
indirect  parent of Blount International; (iii) make any  payment
on  or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness that is subordinated
to  the Notes or the Guarantees, except the scheduled payment  of
interest  and  Additional  Interest, if  any,  or  principal  and
premium, if any, at the Stated Maturity of the Indebtedness  that
is  subordinated  to the Notes or the Guarantees or  Indebtedness
that is permitted under clause (viii) of Section 4.09 hereof,  or
(iv)  make any Restricted Investment (all such payments and other
actions  set  forth  in  clauses (i)  through  (iv)  above  being
collectively  referred to as "Restricted Payments"),  unless,  at
the time of and after giving effect to such Restricted Payment:

          (a)   no  Default shall have occurred and be continuing
or would occur as a consequence thereof;

          (b)   at the date of such Restricted Payment and  after
giving pro forma effect thereto as if such Restricted Payment had
been made at the beginning of the applicable four-quarter period,
Blount International would have been permitted to incur at  least
$1.00  of  additional Indebtedness pursuant to the  Fixed  Charge
Coverage  Ratio test set forth in the first paragraph of  Section
4.09 hereof;

          (c)   the  aggregate amount of such Restricted  Payment
and  all  other  Restricted Payments made since  the  Issue  Date
(excluding Restricted Payments permitted by clauses (ii),  (iii),
(iv), (vi), (vii) and (viii) of the next succeeding paragraph) is
less than or equal to the sum, without duplication, of (i) 50% of
the  Consolidated  Net  Income of Blount  International  for  the
period (taken as one accounting period) from the beginning of the
first fiscal quarter commencing after the Issue Date through  the
last  full  fiscal  quarter  of Blount  International  for  which
internal financial statements are available at the time  of  that
Restricted Payment (or, if the Consolidated Net Income  for  that
period  is a deficit, minus 100% of the deficit); plus (ii)  100%
of  the  aggregate net cash proceeds or the fair market value  of
property  other than cash received by Blount International  since
the Issue Date as a contribution to its common equity capital  or
from   the   issue  or  sale  of  Equity  Interests   of   Blount
International (other than Disqualified Stock) or from  the  issue
or  sale  of  Disqualified  Stock or debt  securities  of  Blount
International that have been converted into or exchanged for such
Equity  Interests  (other than Equity Interests (or  Disqualified
Stock  or  convertible debt securities) sold to a  Subsidiary  of
Blount  International); plus (iii) an amount equal to the  lesser
of (A) the sum of the net reduction in the Restricted Investments
made   by   Blount   International  or  any  of  its   Restricted
Subsidiaries in any Person resulting from repurchases, repayments
or  redemptions  of  the Restricted Investment  by  such  Person,
proceeds  realized on the sale of the Restricted  Investment  and
proceeds  representing the return of capital (excluding dividends
and distributions), in each case received by Blount International
or  any of its Restricted Subsidiaries and (B) the initial amount
of  such  Restricted Investments; plus (iv) if  any  Unrestricted
Subsidiary   is  redesignated  by  Blount  International   as   a
Restricted  Subsidiary of Blount International  after  the  Issue
Date, an amount equal to the lesser of (A) the net book value  of
Blount  International's Investment in the Unrestricted Subsidiary
at the time of the redesignation and (B) the fair market value of
Blount  International's Investment in the Unrestricted Subsidiary
at the time of the redesignation.

          The  preceding provisions shall not prohibit:  (i)  the
payment  of  any  dividend  within 60  days  after  the  date  of
declaration thereof, if at said date of declaration, the dividend
would  have  complied  with  the provisions  of  this  Indenture;
(ii)  the making of any Investment or the redemption, repurchase,
retirement,  defeasance or other acquisition of any  Indebtedness
of the Company or any Guarantor that is subordinated to the Notes
or   the   Guarantees  or  of  any  Equity  Interests  of  Blount
International   or   any   Restricted   Subsidiary   of    Blount
International in exchange for, or out of the net cash proceeds of
the sale (other than to a Subsidiary of Blount International) of,
Equity Interests of Blount International (other than Disqualified
Stock);  provided that the amount of any net cash  proceeds  that
are  utilized for any such Restricted Payment shall  be  excluded
from   clause  (c)(ii)  of  the  preceding  paragraph;  provided,
further, that in the case of any such sale of Equity Interests of
Blount International, the net cash proceeds from the sale (x) are
used  to make any such Investment within 270 days of the sale  or
(y) are used to effect any other transaction contemplated by this
clause  (ii)  within 90 days of the sale; (iii)  the  defeasance,
redemption,  repurchase or other acquisition of  Indebtedness  of
Blount International or any Guarantor that is subordinated to the
Notes  or  the  Guarantees with the net  cash  proceeds  from  an
incurrence  of  Permitted  Refinancing  Indebtedness;  (iv)   the
payment   of   any  dividend  or  distribution  by  a  Restricted
Subsidiary  of  Blount  International  to  the  holders  of  such
Restricted Subsidiary's common Equity Interests so long as Blount
International  or a Restricted Subsidiary of Blount International
receives  at least its pro rata share (and in like form)  of  the
dividend  or  distribution in accordance with its  common  Equity
Interests; (v) the payment of dividends on Blount International's
common stock, following the first Equity Offering after the Issue
Date,  of  up  to  3% per annum of the net cash proceeds  of  the
Equity  Offering  by Blount International other  than  an  Equity
Offering  with respect to common stock registered  on  Form  S-8;
(vi)   the   repurchase,  redemption  or  other  acquisition   or
retirement   for  value  of  any  Equity  Interests   of   Blount
International   or   any   Restricted   Subsidiary   of    Blount
International  held  by any member of Blount International's  (or
any  of  its Restricted Subsidiaries') management, employees  and
directors   pursuant   to  any  management  equity   subscription
agreement,  stock option agreement, employment agreement  or  any
other  management or employee benefit plan, trust arrangement  or
agreement;  provided  that the price paid  for  all  repurchased,
redeemed,  acquired  or retired Equity Interests  in  all  cases,
other  than  as a result of death or disability, does not  exceed
$2,500,000  in  the  aggregate in any twelve-month  period  (with
unused  amounts  in  any  calendar year  being  carried  over  to
succeeding  calendar years subject to a maximum of $5,000,000  in
any  calendar year); (vii) the deemed repurchase of Capital Stock
by  Blount  International on the exercise of stock  options;  and
(viii)  Restricted Payments, when taken together with  all  other
Restricted  Payments made pursuant to this clause (viii),  in  an
aggregate amount since the Issue Date not to exceed $25,000,000;

provided  that Blount International will not and will not  permit
any of its Restricted Subsidiaries to make any Restricted Payment
contemplated by clauses (iii) through (v) and clauses  (vii)  and
(viii)  above so long as an Event of Default has occurred and  is
continuing.

          The  Board  of  Directors of Blount  International  may
designate any Restricted Subsidiary of Blount International to be
an Unrestricted Subsidiary if that designation would not cause  a
Default.   If a Restricted Subsidiary of Blount International  is
designated  as  an  Unrestricted Subsidiary, the  aggregate  fair
market  value  of  all outstanding Investments  owned  by  Blount
International  and  its  Restricted  Subsidiaries  in  the  newly
designated  Unrestricted  Subsidiary will  be  deemed  to  be  an
Investment  made  as  of the time of that  designation  and  will
either reduce the amount available for Restricted Payments  under
this  Section  4.07  or  reduce the amount available  for  future
Investments  under  one  or more clauses  of  the  definition  of
Permitted  Investments, as Blount International shall  determine.
Such designation shall only be permitted if that Investment would
be  permitted  at  such  time and if such  Restricted  Subsidiary
otherwise  meets  the  definition of an Unrestricted  Subsidiary.
The  Board  of Directors of Blount International may  redesignate
any  Unrestricted  Subsidiary to be a  Restricted  Subsidiary  of
Blount  International  if the redesignation  would  not  cause  a
Default.  The Company shall be a Restricted Subsidiary of  Blount
International  and  may  not  be designated  as  an  Unrestricted
Subsidiary.

          The amount of all Restricted Payments (other than cash)
shall  be  the  fair  market value of the  assets  or  securities
proposed   to   be  transferred  or  issued  to  or   by   Blount
International or a Restricted Subsidiary of Blount International,
as  the  case may be, pursuant to the Restricted Payment  on  the
date  of such Restricted Payment.  The fair market value  of  any
assets  or  securities that are required to  be  valued  by  this
Section  4.07  shall  be  determined  in  good  faith  by  Blount
International.  Not later than the date of making any  Restricted
Payment  in  an  aggregate amount which  exceeds  $20.0  million,
Blount  International shall deliver to the Trustee  an  Officers'
Certificate stating that the Restricted Payment is permitted  and
setting  forth the basis upon which the calculations required  by
this Section 4.07 were computed.

          If  any  Restricted  Investment is  sold  or  otherwise
liquidated  or repaid or any dividend or payment is  received  by
Blount  International or any of its Restricted  Subsidiaries  and
such  amounts  may be credited to clause (c)(i) or (iii)  of  the
first  paragraph of this Section 4.07, then such amounts will  be
credited  only  to  the extent of amounts that do  not  otherwise
increase  the amount available as a Permitted Investment pursuant
to clause (xii) in the definition of "Permitted Investments."

Section 4.08.    Dividend and Other Payment Restrictions
            Affecting Subsidiaries.

          Blount  International shall not, and shall  not  permit
any  of  its  Restricted Subsidiaries to, directly or indirectly,
create  or  permit  to exist or become effective  any  consensual
encumbrance  or  restriction on the  ability  of  any  Restricted
Subsidiary  of  Blount International that is not a Guarantor  to:
(i)  pay dividends or make any other distributions on its Capital
Stock   to   Blount  International  or  any  of  its   Restricted
Subsidiaries,   or  with  respect  to  any  other   interest   or
participation  in,  or  measured by, its profits;  (ii)  pay  any
indebtedness  owed  to  Blount  International  or  any   of   its
Restricted Subsidiaries; (iii) make loans or advances  to  Blount
International   or   any  of  its  Restricted  Subsidiaries;   or
(iv)   transfer  any  of  its  properties  or  assets  to  Blount
International or any of its Restricted Subsidiaries.

          However,  the preceding restrictions will not apply  to
encumbrances  or  restrictions existing under or  by  reason  of:
(i)  Existing Indebtedness as in effect on the Issue Date and any
amendments,  modifications,  restatements,  renewals,  increases,
supplements,  refundings, replacements or  refinancings  thereof,
provided   that  such  amendments,  modifications,  restatements,
renewals,  increases,  supplements,  refundings,  replacement  or
refinancings  are  no more restrictive, taken as  a  whole,  with
respect  to  such  dividend and other payment  restrictions  than
those  contained in that Existing Indebtedness, as in  effect  on
the  Issue  Date; (ii) the New Credit Facilities as in effect  on
the  Issue  Date and any amendments, modifications, restatements,
renewals,  increases,  supplements, refundings,  replacements  or
refinancings thereof or such other Credit Facility, provided that
those    amendments,   modifications,   restatements,   renewals,
increases, supplements, refundings, replacements or refinancings,
and such other Credit Facility, are no more restrictive, taken as
a  whole, with respect to dividend and other payment restrictions
than  those contained in the New Credit Facilities, as in  effect
on  the  Issue  Date; (iii) this Indenture and the Notes  or  any
other  indenture  governing  debt securities  that  are  no  more
restrictive, taken as a whole, with respect to dividend and other
payment  restrictions than those contained in this Indenture  and
the Notes; (iv) applicable law or any applicable rule, regulation
or  order;  (v) any instrument governing Indebtedness or  Capital
Stock of a Person acquired by Blount International or any of  its
Restricted  Subsidiaries  as  in  effect  at  the  time  of  such
acquisition (except to the extent that Indebtedness was  incurred
in  connection  with  or in contemplation of  that  acquisition),
which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person,
or  the  property or assets of the Person, so acquired,  provided
that,  in  the  case  of  Indebtedness,  such  Indebtedness   was
permitted  to  be  incurred  by  the  terms  of  this  Indenture;
(vi)  customary non-assignment provisions in leases entered  into
in   the  ordinary  course  of  business;  (vii)  purchase  money
obligations  for  property acquired in  the  ordinary  course  of
business that impose restrictions on the property so acquired  of
the  nature  described in clause (iv) of the preceding paragraph;
(viii)  any  agreement  for the sale or other  disposition  of  a
Restricted  Subsidiary  of  Blount International  that  restricts
distributions by that Restricted Subsidiary pending its  sale  or
other   disposition;  (ix)  Permitted  Refinancing  Indebtedness,
provided  that  the  restrictions  contained  in  the  agreements
governing  that Permitted Refinancing Indebtedness  are  no  more
restrictive,  taken  as  a whole, than  those  contained  in  the
agreements governing the Indebtedness being refinanced; (x) Liens
securing  Indebtedness  that limit the right  of  the  debtor  to
dispose of the assets subject to that Lien; (xi) provisions  with
respect  to the disposition or distribution of assets or property
in  joint  venture agreements, asset sale agreements, stock  sale
agreements  and  other similar agreements  entered  into  in  the
ordinary  course of business; (xii) any Purchase  Money  Note  or
other  Indebtedness  or  contractual requirements  incurred  with
respect  to  a  Qualified Receivables Transaction relating  to  a
Receivables  Subsidiary; (xiii) restrictions  on  cash  or  other
deposits  or  net  worth  imposed by  customers  under  contracts
entered  into  in the ordinary course of business; (xiv)  secured
Indebtedness otherwise permitted to be incurred pursuant  to  the
provisions  of Section 4.12 hereof that limits the right  of  the
debtor  to  dispose of the assets securing the Indebtedness;  and
(xv)  any encumbrances or restrictions imposed by any amendments,
modifications,  restatements, renewals,  increases,  supplements,
refundings,   replacements  or  refinancing  of  the   contracts,
instruments  or  obligations referred to in clauses  (i)  through
(xiv)   above,   provided  that  the  amendments,  modifications,
restatements,   renewals,  increases,  supplements,   refundings,
replacements or refinancings are, in the good faith  judgment  of
Blount  International's Board of Directors  not  materially  more
restrictive  in  the aggregate with respect to the  dividend  and
other  payment restrictions than those (considered  as  a  whole)
contained in the dividend or other payment restrictions prior  to
the  applicable  amendment, modification,  restatement,  renewal,
increase, supplement, refunding, replacement or refinancing.

Section 4.09.    Incurrence of Indebtedness and Issuance of
            Preferred Stock.

          Blount  International shall not, and shall  not  permit
any  of  its  Subsidiaries to, directly  or  indirectly,  create,
incur,  issue, assume, guarantee or otherwise become directly  or
indirectly  liable, contingently or otherwise,  with  respect  to
(collectively,  "incur")  any  Indebtedness  (including  Acquired
Debt),  and Blount International and the Company shall not  issue
any   Disqualified  Stock  and  will  not  permit  any  of  their
respective  Subsidiaries (other than the Company)  to  issue  any
shares   of  Preferred  Stock;  provided,  however,  that  Blount
International  and the Company may incur Indebtedness  (including
Acquired  Debt), Blount International and the Company  may  issue
Disqualified  Stock,  and  Restricted  Subsidiaries   of   Blount
International that are Guarantors may incur Indebtedness or issue
Preferred  Stock, if the Fixed Charge Coverage Ratio  for  Blount
International's most recently ended four full fiscal quarters for
which  internal  financial statements are  available  immediately
preceding  the  date  on  which such additional  Indebtedness  is
incurred or such Disqualified Stock or Preferred Stock is  issued
would  have been at least 2.0 to 1.0 if incurred or issued during
the  period  from the Issue Date through December  31,  2000,  at
least  2.25  to 1.0 if incurred or issued during the period  from
January 1, 2001 to December 31, 2001, and at least 2.50 to 1.0 if
incurred or issued thereafter.

          The  first  paragraph of this Section  4.09  shall  not
prohibit any of the following (collectively, "Permitted Debt"):

          (i)    the  incurrence  by  Blount  International,  the
     Company   and   any   Restricted   Subsidiary   of    Blount
     International that is a Guarantor of additional Indebtedness
     and  letters  of  credit  under  Credit  Facilities  in   an
     aggregate principal amount at any one time outstanding under
     this clause (i) (with letters of credit being deemed to have
     a   principal   amount  equal  to  the   maximum   potential
     reimbursement  liability (excluding interest  and  fees)  of
     Blount   International   and  its  Restricted   Subsidiaries
     thereunder)  not  to exceed an amount equal to  $500,000,000
     minus  (a)  the aggregate amount of all permanent repayments
     of  principal under any revolving Indebtedness  pursuant  to
     such   Credit  Facilities  (which  are  accompanied   by   a
     corresponding permanent commitment reduction)  and  (b)  the
     aggregate  amount  of  all  mandatory  repayments   of   the
     principal  of any term Indebtedness pursuant to such  Credit
     Facilities  (excluding  any  such  payments  to  the  extent
     refinanced  at  the  time  of payment  under  a  new  Credit
     Facility  or  otherwise  immediately reborrowed)  that  have
     actually been made since the Issue Date;

          (ii)  the  incurrence by Blount International  and  its
     Restricted Subsidiaries of Existing Indebtedness;

          (iii)      the  incurrence  by  the  Company  and   the
     Guarantors  of Indebtedness represented by the Notes  to  be
     issued on the Issue Date and the Exchange Notes to be issued
     pursuant to the Registration Rights Agreement (including, in
     each case, the Guarantees);

          (iv)  the incurrence by Blount International or any  of
     its  Restricted Subsidiaries of Indebtedness represented  by
     Capital  Lease Obligations, mortgage financings or  purchase
     money obligations, in each case, incurred for the purpose of
     financing  all  or any part of the purchase price  or  lease
     expense  or  cost of construction or repair, improvement  or
     addition  to  property,  plant  or  equipment  used  in  the
     business   of   Blount  International  or  such   Restricted
     Subsidiary, in an aggregate principal amount, including  all
     Permitted  Refinancing  Indebtedness  incurred  to   refund,
     refinance  or replace any Indebtedness incurred pursuant  to
     this  clause  (iv),  not to exceed, in  aggregate  principal
     amount at any one time outstanding, 5% of Total Assets on  a
     pro  forma basis (including a pro forma application  of  the
     net  proceeds of such Indebtedness), as if such Indebtedness
     had been incurred on the date of calculation;

          (v)   the incurrence by Blount International or any  of
     its   Restricted   Subsidiaries  of  Permitted   Refinancing
     Indebtedness in exchange for, or the net proceeds  of  which
     are used to refund, refinance or replace Indebtedness (other
     than intercompany Indebtedness) that was incurred under  the
     first  paragraph of this Section 4.09 or clause (ii),  (iii)
     or (v) of this paragraph;

          (vi)  Indebtedness incurred by Blount International  or
     any    of    its    Restricted   Subsidiaries   constituting
     reimbursement  obligations with respect to  (A)  letters  of
     credit  issued in the ordinary course of business in respect
     of  workers' compensation claims or self-insurance, or other
     Indebtedness with respect to reimbursement type  obligations
     regarding  workers' compensation claims  or  (B)  commercial
     letters of credit issued in the ordinary course of business;
     provided, however, that upon the drawing of such letters  of
     credit   or  the  incurrence  of  the  Indebtedness,   these
     obligations  are  reimbursed within 30 days  following  such
     drawing or incurrence;

          (vii)      Indebtedness  arising  from  agreements   of
     Blount  International or a Restricted Subsidiary  of  Blount
     International  providing for indemnification, adjustment  of
     purchase  price  or  similar  obligations,  in  each   case,
     incurred  or  assumed in connection with the disposition  of
     any   business,   assets   or   a   Subsidiary   of   Blount
     International,   other  than  guarantees   of   Indebtedness
     incurred by any Person acquiring all or any portion of  such
     business, assets or a Subsidiary of Blount International for
     purpose of financing such acquisition;

          (viii)    the incurrence by Blount International or any
     of  its Restricted Subsidiaries of intercompany Indebtedness
     between  or  among  Blount  International  and  any  of  its
     Restricted    Subsidiaries;    provided,    however,    that
     (A) Indebtedness must be expressly subordinated to the prior
     payment  in full in cash of all Obligations with respect  to
     the Notes and this Indenture, in the case of the Company, or
     the  Guarantee,  in the case of a Guarantor and  (B)(1)  any
     subsequent  issuance  or transfer of Equity  Interests  that
     results  in  such Indebtedness being held by a Person  other
     than   Blount   International  or  any  of  its   Restricted
     Subsidiaries  and  (2) any sale or other  transfer  of  such
     Indebtedness   to  a  Person  that  is  not  either   Blount
     International or any of its Restricted Subsidiaries shall be
     deemed,  in each case, to constitute an incurrence  of  such
     Indebtedness  by  Blount  International  or  its  Restricted
     Subsidiary,  as the case may be, that was not  permitted  by
     this clause (viii);

          (ix)  the incurrence by Blount International or any  of
     its  Restricted Subsidiaries of Hedging Obligations that are
     incurred  for the purpose of (A) fixing or hedging  interest
     rate  risk  with  respect to any floating rate  Indebtedness
     that  is  permitted to be outstanding by the terms  of  this
     Indenture  or  (B)  hedging  exposure  to  foreign  currency
     fluctuations;

          (x)   (A)  the  guarantee by Blount International,  the
     Company  or  any of the other Guarantors of Indebtedness  of
     Blount  International or a Restricted Subsidiary  of  Blount
     International  or  (B)  the incurrence  of  Indebtedness  of
     Blount  International or a Restricted Subsidiary  of  Blount
     International  to  the  extent  that  such  Indebtedness  is
     supported  by  a  letter of credit, in each  case  that  was
     permitted  to  be  incurred  by another  provision  of  this
     Section 4.09;

          (xi)   the   incurrence   of   Non-Recourse   Debt   by
     Unrestricted Subsidiaries, provided, however, that  if  such
     Indebtedness   ceases  to  be  Non-Recourse   Debt   of   an
     Unrestricted  Subsidiary,  such event  shall  be  deemed  to
     constitute  an  incurrence of Indebtedness by  a  Restricted
     Subsidiary of Blount International that was not permitted by
     this  clause  (xi), and the issuance of Preferred  Stock  by
     Unrestricted Subsidiaries;

          (xii)      the  accrual of interest, the  accretion  or
     amortization  of  original issue discount,  the  payment  of
     interest  on  any  Indebtedness in the  form  of  additional
     Indebtedness  with  the  same  terms,  and  the  payment  of
     dividends  on Disqualified Stock or Preferred Stock  in  the
     form  of additional shares of the same class of Disqualified
     Stock or Preferred Stock, as the case may be, which will not
     be deemed to be an incurrence of Indebtedness or an issuance
     of  Disqualified Stock or Preferred Stock, as the  case  may
     be,  for  purposes of this Section 4.09; provided,  in  each
     case,  that  the  amount thereof is included  in  the  Fixed
     Charges   of   Blount  International  and   its   Restricted
     Subsidiaries as accrued;

          (xiii)    the incurrence by Blount International or any
     of its Restricted Subsidiaries of Indebtedness in respect of
     performance  and  surety  bonds  and  completion  guarantees
     provided  in the ordinary course of business to  the  extent
     that the incurrence does not result in the incurrence of any
     obligation for the payment of borrowed money to others;

          (xiv)     the incurrence by a Receivables Subsidiary of
     Indebtedness that is not recourse to Blount International or
     any  other  Restricted  Subsidiary of  Blount  International
     (other   than   with  respect  to  Standard   Securitization
     Undertakings)  in  connection with a  Qualified  Receivables
     Transaction; and

          (xv)  the incurrence by Blount International or any  of
     its Restricted Subsidiaries of additional Indebtedness in an
     aggregate   principal   amount  (or   accreted   value,   as
     applicable)   at  any  time  outstanding,  not   to   exceed
     $50,000,000.

          For   purposes  of  determining  compliance  with  this
Section  4.09, in the event that an item of proposed Indebtedness
meets  the  criteria  of  more than  one  of  the  categories  of
Permitted Debt described in clauses (i) through (xv) above, or is
entitled to be incurred pursuant to the first paragraph  of  this
Section 4.09, Blount International shall be permitted to classify
all  or a portion of such item of Indebtedness on the date of its
incurrence,  or reclassify at a later date all or  a  portion  of
such  item of Indebtedness, in any manner that complies with this
Section 4.09.

Section 4.10.    Asset Sales.

          Blount  International shall not, and shall  not  permit
any  of its Restricted Subsidiaries to, consummate an Asset  Sale
unless (i) Blount International (or the Restricted Subsidiary  of
Blount  International, as the case may be) receives consideration
at  the time of such Asset Sale at least equal to the fair market
value  of  the  assets  or Equity Interests  issued  or  sold  or
otherwise  disposed of; (ii) the fair market value is  determined
by  the  Board of Directors of Blount International and evidenced
by  a  resolution  of that Board of Directors  set  forth  in  an
Officers' Certificate delivered to the Trustee in the event  such
Asset   Sale  involves  aggregate  consideration  in  excess   of
$20,000,000  million; and (iii) at least 75% of the consideration
therefor  received  by  Blount International  or  the  Restricted
Subsidiary of Blount International is in the form of cash or Cash
Equivalents  or  Marketable Securities.   For  purposes  of  this
provision,  each  of the following shall be deemed  to  be  cash:
(A)  any  liabilities of Blount International (or the  Restricted
Subsidiary of Blount International, as the case may be), as shown
on   its   most  recent  balance  sheet  (other  than  contingent
liabilities  and liabilities that are by their terms subordinated
to the Notes or any Guarantee) that are assumed by the transferee
of  the  assets  pursuant to a customary novation agreement  that
releases   the  transferor  from  further  liability;   (B)   any
securities,  notes  or  other  obligations  received   from   the
transferee   that  are  within  90  days  converted   by   Blount
International   or   the   Restricted   Subsidiary   of    Blount
International  into cash (to the extent of that  cash);  (C)  any
Designated Noncash Consideration received by Blount International
or any of its Restricted Subsidiaries in the Asset Sale; provided
that the aggregate fair market value (as determined above) of the
Designated  Noncash Consideration, taken together with  the  fair
market  value  at  the  time of receipt of all  other  Designated
Noncash  Consideration received pursuant to this clause (C)  less
the amount of Net Proceeds previously realized in cash from prior
Designated Noncash Consideration is less than 10% of Total Assets
at   the   time   of  the  receipt  of  the  Designated   Noncash
Consideration  (with  the  fair market  value  of  each  item  of
Designated  Noncash  Consideration being  measured  at  the  time
received  and  without  giving effect to  subsequent  changes  in
value);  and  (D) Additional Assets received in  an  exchange  of
assets transaction.

          Within  18 calendar months after the receipt by  Blount
International  or a Restricted Subsidiary of Blount International
of  any  Net Proceeds from an Asset Sale, the Company  or  Blount
International may apply those Net Proceeds at its option, (i)  to
repay  Senior Debt, including Indebtedness under the  New  Credit
Facilities and the 1998 Indenture, and, if the Senior Debt repaid
is  revolving credit Indebtedness, to correspondingly reduce  the
lenders' commitments with respect thereto; (ii) to acquire all or
substantially all of the assets or a majority of the Voting Stock
of  another  company  that is engaged in  a  Permitted  Business;
(iii)  to make a capital expenditure in a Permitted Business;  or
(iv)   to   acquire  Additional  Assets;  provided  that   Blount
International will have complied with this clause (iv) if, within
18  calendar  months of the Asset Sale, Blount International  has
entered  into  an  agreement covering the  acquisition  which  is
thereafter  completed  within 180 days  after  the  date  of  the
agreement.   Pending  the  final  application  of  any  such  Net
Proceeds,  the  Company or Blount International  may  temporarily
reduce  revolving credit borrowings or otherwise invest such  Net
Proceeds  in any manner that is not prohibited by this Indenture.
Any  Net  Proceeds  from  Asset Sales that  are  not  applied  or
invested  as provided in the preceding paragraph shall be  deemed
to  constitute "Excess Proceeds".  When the aggregate  amount  of
Excess  Proceeds exceeds $10,000,000, the Company shall  make  an
offer  to  all Holders of Notes, as well as all holders of  other
Indebtedness that is pari passu with the Notes and that  has  the
benefit  of  provisions requiring the Company to make  a  similar
offer  (an "Asset Sale Offer"), to purchase the maximum principal
amount  of Notes and such other pari passu Indebtedness that  may
be purchased out of the Excess Proceeds.  The offer price will be
equal  to  100%  of  the  principal amount  of  Notes  and  other
Indebtedness to be purchased or the lesser amount required  under
agreements  governing such other Indebtedness, plus  accrued  and
unpaid  interest and Additional Interest, if any, to the date  of
purchase.  Blount International or the Company may use any Excess
Proceeds remaining after consummation of an Asset Sale Offer  for
any  purpose not otherwise prohibited by this Indenture.  If  the
aggregate  principal  amount  of  Notes  and  other  pari   passu
Indebtedness  tendered  into such Asset Sale  Offer  exceeds  the
amount of Excess Proceeds, the Company shall select the Notes and
other pari passu Indebtedness to be purchased on a pro rata basis
based  on  the  principal amount of Notes and  other  pari  passu
Indebtedness  so  tendered.  Upon completion of each  Asset  Sale
Offer, the amount of Excess Proceeds shall be reset at zero.

          The  Company will comply with the requirements of  Rule
14e-1  under the Exchange Act and all other applicable securities
laws  and  regulations in connection with each purchase of  Notes
pursuant  to  an  Asset  Sale Offer.  If the  provisions  of  any
securities  laws or regulations conflict with this Section  4.10,
the  Company will comply with the applicable securities laws  and
regulations  and by so doing will not be deemed to have  breached
its obligations under this Section 4.10.

Section 4.11.    Transactions with Affiliates.

          Blount  International shall not, and shall  not  permit
any  of  its Restricted Subsidiaries to, make any payment to,  or
sell,  lease,  transfer  or  otherwise  dispose  of  any  of  its
properties or assets to, or purchase any property or assets from,
or  enter  into  or  make  or  amend any  transaction,  contract,
agreement, understanding, loan, advance or guarantee with, or for
the benefit of, any Affiliate of such Person (each, an "Affiliate
Transaction"), unless (i) the Affiliate Transaction is  on  terms
that  are  no  less  favorable  to Blount  International  or  the
relevant  Restricted Subsidiary than terms that would  have  been
obtained  in a comparable transaction by Blount International  or
such   Restricted  Subsidiary  with  an  unrelated   Person   and
(ii)  Blount  International delivers  to  the  Trustee  (A)  with
respect  to  any  Affiliate  Transaction  or  series  of  related
Affiliate  Transactions  involving  aggregate  consideration   in
excess of $5,000,000, a resolution of its Board of Directors  set
forth  in an Officers' Certificate certifying that such Affiliate
Transaction  complies  with  clause  (i)  above  and  that   such
Affiliate  Transaction has been approved by  a  majority  of  the
disinterested  members  of its Board of Directors  and  (B)  with
respect  to  any  Affiliate  Transaction  or  series  of  related
Affiliate  Transactions  involving  aggregate  consideration   in
excess  of  $25,000,000, Blount International obtains an  opinion
from  an  accounting,  appraisal or investment  banking  firm  of
national standing to the effect that the Affiliate Transaction is
fair   to   Blount  International  or  the  relevant   Restricted
Subsidiary of Blount International from a financial point of view
or  that  the terms of the Affiliate Transaction are at least  as
favorable  to  Blount  International or the  relevant  Restricted
Subsidiary  of  Blount  International  as  might  reasonably   be
obtained  in  a  comparable  arm's  length  transaction  with  an
unaffiliated third party.

          The following items shall not be deemed to be Affiliate
Transactions  and,  therefore,  will  not  be  subject   to   the
provisions of the prior paragraph:  (i) any employment  agreement
entered  into  by Blount International or any of  its  Restricted
Subsidiaries   in   the  ordinary  course   of   business;   (ii)
transactions  between  or among Blount International  and/or  its
Restricted  Subsidiaries; (iii) payment  of  reasonable  fees  to
officers,   directors,   employees  or  consultants   of   Blount
International  or to Persons who are not otherwise Affiliates  of
Blount International; (iv) any sale, conveyance or other transfer
of  accounts  receivable  and  other related  assets  customarily
transferred  in  an  asset securitization  transaction  involving
accounts  receivable to a Receivables Subsidiary in  a  Qualified
Receivables  Transaction;  (v)  Restricted  Payments   that   are
permitted by, and Investments that are not prohibited by  Section
4.07  hereof;  (vi)  indemnification payments made  to  officers,
directors  and employees of Blount International or  any  of  its
Restricted Subsidiaries pursuant to charter, bylaw, statutory  or
contractual  provisions; (vii) the payment  of  customary  annual
management, consulting and advisory fees and related expenses  to
Lehman  Brothers  Merchant Banking Partners and  its  Affiliates;
(viii)  payments by Blount International or any of its Restricted
Subsidiaries to Lehman Brothers Merchant Banking Partners and its
Affiliates   made   for   any  financial   advisory,   financing,
underwriting  or  placement  services  or  in  respect  of  other
investment  banking  activities,  including  in  connection  with
acquisitions  or divestitures, which payments are approved  by  a
majority  of  the  Board of Directors of Blount International  in
good  faith; (ix) the existence of, or the performance by  Blount
International  or  any  of  its Restricted  Subsidiaries  of  its
obligations  under  the  terms  of, any  stockholders'  agreement
(including   any  registration  rights  agreement   or   purchase
agreement related thereto) to which it is a party as of the Issue
Date   and  any  similar  agreements  which  it  may  enter  into
thereafter;  provided, however, that the  existence  of,  or  the
performance  by  Blount International or any  of  its  Restricted
Subsidiaries  of obligations under any future amendment  to,  any
such  existing  agreement or under any similar agreement  entered
into  after  the  Issue  Date  will only  be  permitted  by  this
clause (ix) to the extent that the terms of the amendment or  new
agreement  are  not otherwise disadvantageous to the  Holders  of
Notes  in any material respect; (x) transactions pursuant to  the
terms  of the Transaction Documents in effect on the Issue  Date,
as  amended  thereafter;  provided,  however,  that  transactions
pursuant  to the terms of any future amendment to any Transaction
Document  will only be permitted pursuant to this clause  (x)  to
the  extent  that  the terms of the amendment are  not  otherwise
disadvantageous to the Holders of Notes in any material  respect;
(xi)  transactions  with  Unrestricted  Subsidiaries,  customers,
clients,  suppliers,  joint  venture  partners,  joint  ventures,
including their members or partners, or purchasers or sellers  of
goods  or  services,  in  each case in  the  ordinary  course  of
business  (including  pursuant to joint venture  agreements)  and
otherwise  in  compliance with the terms of this Indenture  which
are,  in  the  aggregate (taking into account all the  costs  and
benefits associated with such transactions), materially  no  less
favorable  to  Blount International or the applicable  Restricted
Subsidiary  of  Blount International than those that  would  have
been obtained in a comparable transaction by Blount International
or  the  applicable Restricted Subsidiary of Blount International
with an unrelated Person, in the reasonable determination of  the
Board   of  Directors  of  Blount  International  or  the  senior
management  thereof,  or are on terms at least  as  favorable  as
might  reasonably  have  been  obtained  at  such  time  from  an
unaffiliated  party;  (xii) guarantees of performance  by  Blount
International  and  its Restricted Subsidiaries  of  Unrestricted
Subsidiaries  in  the  ordinary course of  business,  except  for
guarantees   of   Obligations  in  respect  of  borrowed   money;
(xiii)  pledges of Equity Interests of Unrestricted  Subsidiaries
for   the   benefit  of  lenders  of  Unrestricted  Subsidiaries;
(xiv)  any  issuance of securities, or other payments, awards  or
grants in cash, securities, options or otherwise pursuant to,  or
the  funding of, employment arrangements, stock option and  stock
ownership  plans  approved by the Board of  Directors  of  Blount
International; and (xv) the issuance or sale of any Capital Stock
(other than Disqualified Stock) of Blount International.

Section 4.12.    Liens.

          Blount  International shall not, and shall  not  permit
any  of  its  Restricted Subsidiaries to, directly or indirectly,
create,  incur, assume or suffer to exist any Lien  of  any  kind
securing Indebtedness, Attributable Debt or trade payables on any
asset  now owned or hereafter acquired, or any income or  profits
therefrom  or  assign  or  convey any  right  to  receive  income
therefrom, except Permitted Liens, unless all payments due  under
this  Indenture and the Notes are secured on an equal and ratable
basis  with  the obligations so secured until such time  as  such
obligations are no longer secured by a Lien.

Section 4.13.    Additional Guarantees.

          Blount  International  shall  not  permit  any  of  its
Restricted Subsidiaries, directly or indirectly, to guarantee  or
pledge any assets to secure the payment of any Credit Facility of
Blount  International  or  any Restricted  Subsidiary  of  Blount
International  unless  (i)  all of the  obligors,  guarantors  or
pledgors  under that Credit Facility are Foreign Subsidiaries  or
(ii) that Restricted Subsidiary is a Guarantor or that Restricted
Subsidiary  becomes a Guarantor by simultaneously  executing  and
delivering   to  the  Trustee  an  Opinion  of  Counsel   and   a
supplemental indenture providing for a Guarantee of  the  payment
of  the Notes by such Restricted Subsidiary which Guarantee shall
be  (A)  in the case of Indebtedness that is subordinated to  the
Notes  or  the guarantee of the Notes, senior to such  Restricted
Subsidiary's  guarantee  of  or  pledge  to  secure  such   other
Indebtedness; (B) in the case of Indebtedness that is pari  passu
with  the  Notes or the guarantee of the Notes, pari  passu  with
that Restricted Subsidiary's guarantee of or pledge to secure the
other  Indebtedness; and (C) in the case of Indebtedness that  is
Senior  Debt of the issuer, subordinated to the guarantee of  the
Senior Debt to the same extent as the guarantee of the Notes by a
Restricted Subsidiary of Blount International is subordinated  to
Senior Debt of such Restricted Subsidiary.

          This Section 4.13 shall not apply to any Subsidiary  of
Blount  International  that has been properly  designated  as  an
Unrestricted Subsidiary or as a Receivables Subsidiary.

Section 4.14.    Corporate Existence.

          Subject to Article 5 hereof, Blount International shall
do  or cause to be done all things necessary to preserve and keep
in  full  force and effect (i) its corporate existence,  and  the
corporate,  partnership  or  other  existence  of  each  of   its
Restricted  Subsidiaries, including the  Company,  in  accordance
with the respective organizational documents (as the same may  be
amended  from time to time) of Blount International or  any  such
Restricted   Subsidiary  and  (ii)  the   rights   (charter   and
statutory),  licenses and franchises of Blount International  and
its  Restricted  Subsidiaries, including the  Company;  provided,
however,  that  Blount International shall  not  be  required  to
preserve  any such right, license or franchise, or the corporate,
partnership   or  other  existence  of  any  of  its   Restricted
Subsidiaries, including the Company, if the Board of Directors of
Blount   International  shall  determine  that  the  preservation
thereof is no longer desirable in the conduct of the business  of
Blount  International and its Restricted Subsidiaries,  including
the  Company, taken as a whole, and that the loss thereof is  not
adverse in any material respect to the Holders of the Notes.

Section 4.15.    Offer to Repurchase Upon Change of Control.

          (a)   Upon the occurrence of a Change of Control,  each
Holder  of  Notes shall have the right to require the Company  to
purchase all or any part (equal to $1,000 or an integral multiple
thereof)  of  that Holder's Notes pursuant to the  offer  on  the
terms  described below (the "Change of Control Offer").   In  the
Change of Control Offer, the Company will offer a payment in cash
equal  to  101%  of  the  aggregate  principal  amount  of  Notes
purchased   plus  accrued  and  unpaid  interest  and  Additional
Interest, if any, to the date of purchase (the "Change of Control
Payment").   Within 30 days following any Change of Control,  the
Company  shall  mail  a  notice to  each  Holder  describing  the
transaction or transactions that constitute the Change of Control
and  offering  to  purchase Notes on the date specified  in  such
notice  (the  "Change of Control Payment Date").  The  Change  of
Control  Payment Date may not be earlier than 30 days  nor  later
than  60  days from the date such notice is mailed. Such  notice,
which  shall  govern the terms of the Change  of  Control  offer,
shall  state: (i) that the Change of Control Offer is being  made
pursuant to this Section 4.15 and that all Notes tendered will be
accepted  for  payment; (ii) the purchase price and the  purchase
date;  (iii) that any Note not tendered will continue  to  accrue
interest; (iv) that, unless Blount International defaults in  the
payment of the Change of Control Payment, all Notes accepted  for
payment  pursuant to the Change of Control Offer shall  cease  to
accrue  interest  after the Change of Control Payment  Date;  (v)
that  Holders electing to have any Notes purchased pursuant to  a
Change  of Control Offer will be required to surrender the Notes,
with  the  form entitled "Option of Holder to Elect Purchase"  on
the  reverse of the Notes completed, to the Paying Agent  at  the
address specified in the notice prior to the close of business on
the  third  Business Day preceding the Change of Control  Payment
Date;  (vi)  that  Holders  will be entitled  to  withdraw  their
election  if the Paying Agent receives, not later than the  close
of  business on the second Business Day preceding the  Change  of
Control  Payment Date, a telegram, telex, facsimile  transmission
or  letter  setting forth the name of the Holder,  the  principal
amount of Notes delivered for purchase, and a statement that such
Holder  is  withdrawing his election to have the Notes purchased;
and  (vii) that Holders whose Notes are being purchased  only  in
part  will be issued new Notes equal in principal amount  to  the
unpurchased  portion of the Notes surrendered, which  unpurchased
portion  must  be  equal  to $1,000 in  principal  amount  or  an
integral multiple thereof.

          The  Company shall comply with the requirements of Rule
14e-1  under the Exchange Act and all other applicable securities
laws  and  regulations in connection with the repurchase  of  the
Notes  as a result of a Change of Control.  If the provisions  of
any  securities  laws or regulations conflict with  this  Section
4.15, the Company will comply with the applicable securities laws
and  regulations  and  by so doing will not  be  deemed  to  have
breached  its obligations under the Change of Control  provisions
of this Indenture.

          (b)  On the Change of Control Payment Date, the Company
shall, to the extent lawful, (i) accept for payment all Notes  or
portions  thereof  properly tendered pursuant to  the  Change  of
Control Offer; (ii) deposit with the Paying Agent an amount equal
to  the  Change  of Control Payment in respect of  all  Notes  or
portions  thereof so tendered; and (iii) deliver or cause  to  be
delivered to the Trustee the Notes so accepted.  The Paying Agent
shall  promptly  mail  to each Holder of Notes  so  tendered  the
Change  of Control Payment for such Notes, and the Trustee  shall
promptly  authenticate and mail (or cause to  be  transferred  by
book-entry)  to each Holder a new Note equal in principal  amount
to  any  unpurchased  portion of the Notes surrendered,  if  any;
provided  that each such new Note shall be in a principal  amount
of  $1,000  or an integral multiple thereof.  Prior to  complying
with any of the provisions of this Section 4.15, but in any event
within  90  days following a Change of Control, the Company  will
either  repay all outstanding Senior Debt or obtain the requisite
consents,  if  any,  under all agreements  governing  outstanding
Senior  Debt to permit the repurchase of Notes required  by  this
Section 4.15.  The Company will publicly announce the results  of
the  Change  of Control Offer on or as soon as practicable  after
the Change of Control Payment Date.

          The provisions described above that require the Company
to  make  a Change of Control Offer following a Change of Control
will  be  applicable  regardless of  whether  or  not  any  other
provisions of this Indenture are applicable.

          (c)   If  the  New  Credit Facilities (which  currently
prohibit  Blount International and the Company from redeeming  or
purchasing  any Notes, and also provides that the  occurrence  of
certain   change  of  control  events  with  respect  to   Blount
International  and the Company would constitute a  default  under
such  New Credit Facilities) are in effect, or any future  credit
agreements or other agreements relating to Indebtedness to  which
the  Company becomes a party containing similar restrictions  are
in  effect, at the time of the occurrence of a Change in  Control
when the Company is prohibited by such agreements from purchasing
Notes,  the  Company shall obtain the requisite  consent  of  its
lenders  to  the  purchase of Notes or refinance  the  borrowings
under  the  agreement containing such prohibition.   The  Company
shall  first comply with the covenant described in the  preceding
sentence  before it shall be required to purchase  Notes  in  the
event of a Change of Control; provided that the Company's failure
to  purchase  Notes  in the event of a Change  of  Control  after
complying  with  the  covenant described  in  this  Section  4.15
constitutes  an  Event of Default described in clause  (d)  under
Section 6.01 hereof if not cured within 30 days after the  notice
required by such clause.

          (d)   Notwithstanding anything to the contrary in  this
Section 4.15, the Company shall not be required to make a  Change
of Control Offer upon a Change of Control if a third party offers
to  purchase the Notes in the manner, at the times and  otherwise
in  compliance with the requirements set forth in this  Indenture
applicable to a Change of Control Offer by the Company  and  that
third  party  purchases  all  Notes validly  tendered  to  it  in
response to that offer.

Section 4.16.    No Senior Subordinated Debt.

          Blount  International shall not incur,  create,  issue,
assume, guarantee or otherwise become liable for any Indebtedness
that  is subordinate or junior in right of payment to any  Senior
Debt  of Blount International and senior in any respect in  right
of  payment  to  the  Notes.  No Guarantor shall  incur,  create,
issue,  assume,  guarantee or otherwise  become  liable  for  any
Indebtedness that is subordinate or junior in right of payment to
the  Senior  Debt of such Guarantor and senior in any respect  in
right of payment to such Guarantor's Guarantee.

Section 4.17.    Payments for Consent.

          Blount  International shall not, and shall  not  permit
any  of its Subsidiaries to, directly or indirectly, pay or cause
to  be paid any consideration, whether by way of interest, fee or
otherwise, to or for the benefit of any Holder of Notes for or as
an  inducement to any consent, waiver or amendment of any of  the
terms  or  provisions of this Indenture or the Notes unless  such
consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame
set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.18.    Business Activities.

          Blount  International shall not, and shall  not  permit
any  of  its  Restricted Subsidiaries to, engage in any  business
other  than Permitted Businesses, except to an extent that  would
not  be  material  to  Blount International  and  its  Restricted
Subsidiaries taken as a whole.


                           ARTICLE 5.
                           SUCCESSORS

Section 5.01.    Merger, Consolidation, or Sale of Assets.

          Neither  Blount  International nor the  Company  shall,
directly or indirectly, consolidate or merge with or into another
Person  (whether or not Blount International or the  Company,  as
the  case may be, is the surviving corporation); or sell, assign,
transfer,   convey,  lease  or  otherwise  dispose  of   all   or
substantially  all  of  the  properties  or  assets   of   Blount
International  or  the Company, as the case  may  be,  and  their
respective Restricted Subsidiaries taken as a whole,  in  one  or
more  related transactions, to another Person unless  (i)  either
(A)  Blount International or the Company, as the case may be,  is
the  surviving  corporation, limited liability company,  business
trust  or  limited partnership; or (B) the Person  formed  by  or
surviving any such consolidation or merger (if other than  Blount
International  or the Company, as the case may be)  or  to  which
such  sale,  assignment,  transfer, conveyance,  lease  or  other
disposition  shall  have  been made  is  a  corporation,  limited
liability   company,   business  trust  or  limited   partnership
organized  or existing under the laws of the United  States,  any
state  thereof or the District of Columbia; provided that in  the
case  of  (A) or (B) above, if the surviving Person is a  limited
liability  company,  business trust  or  limited  partnership,  a
corporation  which is a Wholly Owned Subsidiary of the  surviving
Person shall act as joint and several obligor with respect to the
Notes;   (ii)  the  Person  formed  by  or  surviving  any   such
consolidation  or  merger (if other than Blount International  or
the  Company,  as the case may be) or the Person  to  which  such
sale,   assignment,   transfer,  conveyance,   lease   or   other
disposition  shall have been made assumes all the obligations  of
Blount  International or the Company, as the case may  be,  under
this  Indenture, the Registration Rights Agreement and the  Notes
or  the  Guarantee,  as the case may be, pursuant  to  agreements
reasonably  satisfactory to the Trustee  and  the  execution  and
delivery  of  an  Opinion of Counsel to  the  Trustee  that  such
agreements are legal, valid and binding; (iii) immediately  after
such  transaction  no Default exists; and (iv) immediately  after
giving  pro  forma  effect to such transaction  and  any  related
financing  transactions as if such transactions had  occurred  at
the  beginning of the most recently ended four-quarter period for
which  internal  financial statements are  available  immediately
preceding such transaction either:  (A) the entity surviving such
consolidation  or  merger would be permitted to  incur  at  least
$1.00  of  additional Indebtedness pursuant to the  Fixed  Charge
Coverage  Ratio test set forth in the first paragraph of  Section
4.09  hereof; or (B) the Fixed Charge Coverage Ratio  for  Blount
International or the Company, as the case may be, or  the  Person
formed  by  or surviving such consolidation or merger  (if  other
than Blount International or the Company, as the case may be), or
to  which  such sale, assignment, transfer, conveyance, lease  or
other  disposition has been made, would, immediately after giving
pro  forma effect thereto as if such transaction had occurred  at
the  beginning of the applicable four-quarter period, not be less
than the Fixed Charge Coverage Ratio for Blount International  or
the  Company,  as  the case may be, and any of  their  respective
Restricted Subsidiaries immediately prior to such transaction.

          The  foregoing clauses (iii) and (iv) of  this  Section
5.01 will not apply to:

          (a)     the   consolidation   or   merger   of   Blount
International  or  the  Company  with  or  into  a  Wholly  Owned
Restricted Subsidiary of Blount International; or

          (b)  a sale, assignment, transfer, conveyance, lease or
other   disposition   of  properties  or  assets   among   Blount
International,  the  Company or any of  their  respective  Wholly
Owned Subsidiaries that are not Unrestricted Subsidiaries; or

          (c)   the merger of Blount International or the Company
with an Affiliate of Blount International that has no significant
assets  or  liabilities and was formed solely for the purpose  of
changing   the  jurisdiction  of  organization  of   the   Blount
International  or  the Company, as the case may  be,  to  another
State of the United States or the form of Blount International or
the  Company,  as  the  case may be, so long  as  the  amount  of
Indebtedness of Blount International or the Company, as the  case
may  be,  and  their  respective Restricted Subsidiaries  is  not
increased thereby.

Section 5.02.    Successor Corporation Substituted.

          Upon   any  consolidation  or  merger,  or  any   sale,
assignment,  transfer, lease, conveyance or other disposition  of
all or substantially all of the assets of Blount International or
the Company in accordance with Section 5.01 hereof, the successor
corporation  formed by such consolidation or into or  with  which
Blount  International or the Company, as  the  case  may  be,  is
merged  or  to  which  such  sale, assignment,  transfer,  lease,
conveyance or other disposition is made shall succeed to, and  be
substituted  for  (so  that  from and  after  the  date  of  such
consolidation,   merger,  sale,  lease,   conveyance   or   other
disposition,  the  provisions  of  this  Indenture  referring  to
"Blount International" or the "Company" or "Blount", as the  case
may  be, shall refer instead to the successor corporation and not
to  Blount International or the Company, as the case may be), and
may exercise every right and power of Blount International or the
Company,  as the case may be, under this Indenture with the  same
effect  as  if  such successor Person had been  named  as  Blount
International  or  the  Company, as  the  case  may  be,  herein;
provided,   however,   that   the  predecessor   Person,   Blount
International or the Company, as the case may be,  shall  not  be
relieved from the obligation to pay the principal of and interest
on  the  Notes  except in the case of a sale  of  all  of  Blount
International's or the Company's, as the case may be, assets that
meets the requirements of Section 5.01 hereof.


                           ARTICLE 6.
                      DEFAULTS AND REMEDIES

Section 6.01.    Events of Default.

          An "Event of Default" occurs if:

          (a)   the  Company defaults for 30 days in the payment,
when due, of interest on, or Additional Interest with respect to,
the Notes whether or not prohibited by Article 10 hereof;

          (b)   the Company defaults in payment, when due, of the
principal  of,  or premium, if any, on the Notes whether  or  not
prohibited by Article 10 hereof;

          (c)   Blount  International or any  of  its  Restricted
Subsidiaries fails to purchase any of the Notes as required under
the provisions of Section 4.10 or 4.15 hereof, or comply with the
provisions of Section 5.01 hereof;

          (d)   Blount  International or any  of  its  Restricted
Subsidiaries fails to comply with the provisions of Sections 4.10
(other  than  a  failure to purchase Notes), 4.15 (other  than  a
failure  to  purchase Notes), 4.07 and 4.09  for  30  days  after
notice of such failure has been given;

          (e)   Blount  International or any  of  its  Restricted
Subsidiaries fails to comply with any of the other agreements  in
this  Indenture  or the Notes for 60 days after  notice  of  such
failure has been given;

          (f)  a default occurs under any mortgage, indenture  or
instrument under which there may be issued or by which there  may
be  secured  or evidenced any Indebtedness for money borrowed  by
Blount  International or any of its Significant Subsidiaries  (or
the payment of which is guaranteed by Blount International or any
of  its  Significant Subsidiaries) whether such  Indebtedness  or
guarantee now exists, or is created after the Issue Date, if such
default  (i)  is  caused by a failure to pay  principal  of  such
Indebtedness  at final maturity and after giving  effect  to  the
applicable grace period, if any, provided in such Indebtedness on
the  date of such default (a "Payment Default"); or (ii)  results
in  the  acceleration of such Indebtedness prior to  its  express
maturity;  and,  in  each  case, the  principal  amount  of  such
Indebtedness,  together with the principal amount  of  any  other
Indebtedness under which there has been a Payment Default or  the
maturity  of  which  has been so accelerated, aggregates  without
duplication $25,000,000 or more;

          (g)   Blount  International or any of  its  Significant
Subsidiaries fails to pay final judgments aggregating  in  excess
of  $25,000,000,  which  judgments are not  paid,  discharged  or
stayed for a period of 60 consecutive days;

          (h)   except  as  permitted by this Indenture,  if  any
Guarantee  shall  be  held  in  any  judicial  proceeding  to  be
unenforceable  or  invalid or shall cease for any  reason  (other
than  in  accordance  with the terms of such Guarantee  and  this
Indenture) to be in full force and effect or any Guarantor, or if
any  Person  acting  on behalf of any Guarantor,  shall  deny  or
disaffirm its obligations under its Guarantee;

          (i)   Blount  International or any of  its  Significant
Subsidiaries pursuant to or within the meaning of Bankruptcy Law:

               (i)  commences a voluntary case,

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

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

               (iv) makes a general assignment for the benefit of
               its creditors, or

               (v)   generally  is not paying its debts  as  they
               become due; or

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

               (i)  is for relief against Blount International or
          any  of  its Significant Subsidiaries in an involuntary
          case;

               (ii)  appoints a custodian of Blount International
          or  any  of its Significant Subsidiaries or for all  or
          substantially   all   of   the   property   of   Blount
          International  or any of its Significant  Subsidiaries;
          or

               (iii)       orders  the  liquidation   of   Blount
          International;

          and  the order or decree remains unstayed and in effect
for 60 consecutive days.

          The Holders of a majority in aggregate principal amount
of  the  Notes then outstanding may, on behalf of the Holders  of
all  of  the Notes, by written notice to the Trustee,  waive  any
existing Default and its consequences under this Indenture except
a  continuing  Default in the payment of interest  or  Additional
Interest on, or the principal of, the Notes.

Section 6.02.    Acceleration.

          If  any Event of Default occurs and is continuing,  the
Trustee or the Holders of at least 25% in principal amount of the
then  outstanding Notes may declare all the Notes to be  due  and
payable  immediately; provided that so long as  any  Indebtedness
permitted  to be incurred pursuant to the Indebtedness under  the
New  Credit  Facilities  shall be outstanding,  the  acceleration
shall  not  be effective until the earlier of (i) an acceleration
of  any Indebtedness under the New Credit Facilities or (ii) five
Business  Days after receipt by the Company of written notice  of
the acceleration of the Notes.  Notwithstanding the foregoing, in
the  case of an Event of Default specified in Section 6.01(i)  or
(j)  hereof, with respect to Blount International or the Company,
all  outstanding  Notes will become due and  payable  immediately
without  further action or notice. Holders of the Notes  may  not
enforce  this Indenture or the Notes except as provided  in  this
Indenture.   Subject  to  the  limitations  described   in   this
Article 6, Holders of a majority in principal amount of the  then
outstanding Notes may direct the Trustee in its exercise  of  any
trust  or  power. The Trustee may withhold from  Holders  of  the
Notes  notice  of  any  continuing Default or  Event  of  Default
(except a Default or Event of Default relating to the payment  of
principal  or  interest or Additional Interest) if it  determines
that withholding notice is in their interest.

          In the case of any Event of Default occurring by reason
of any willful action (or inaction) taken (or not taken) by or on
behalf  of the Company with the intention of avoiding payment  of
the  premium  that  the Company would have had  to  pay  upon  an
Optional Redemption, an equivalent premium shall also become  and
be  immediately  due and payable to the extent permitted  by  law
upon the acceleration of the Notes. If an Event of Default occurs
prior  to  August  1,  2004 by reason of any willful  action  (or
inaction)  taken (or not taken) by or on behalf  of  the  Company
with  the intention of avoiding the prohibition on redemption  of
the  Notes  prior  to August 1, 2004, then the premium  specified
below shall also become immediately due and payable to the extent
permitted  by law upon the acceleration of the Notes  during  the
twelve-month  period  ending on August 1 of the  years  indicated
below:

          Year                         Percentage
          2000                           117.333%
          2001                           115.167%
          2002                           113.000%
          2003                           110.833%
          2004                           108.667%

Section 6.03.    Other Remedies.

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

          The  Trustee may maintain a proceeding even if it  does
not  possess any of the Notes or does not produce any of them  in
the  proceeding. A delay or omission by the Trustee or any Holder
of  a  Note  in exercising any right or remedy accruing  upon  an
Event  of  Default  shall  not impair  the  right  or  remedy  or
constitute  a waiver of or acquiescence in the Event of  Default.
All remedies are cumulative to the extent permitted by law.

Section 6.04.    Waiver of Past Defaults.

          Holders  of  not  less  than a  majority  in  aggregate
principal amount of the then outstanding Notes by written  notice
to  the Trustee may on behalf of the Holders of all of the  Notes
waive   an  existing  Default  or  Event  of  Default   and   its
consequences hereunder, except a continuing Default or  Event  of
Default  in  the  payment  of  the  principal  of,  premium   and
Additional Interest, if any, or interest on, the Notes (including
in connection with an offer to purchase) (provided, however, that
the  Holders  of  a  majority in aggregate  principal  amount  at
maturity   of   the  then  outstanding  Notes  may   rescind   an
acceleration and its consequences, including any related  payment
default  that  resulted from such acceleration).  Upon  any  such
waiver,  such  Default shall cease to exist,  and  any  Event  of
Default arising therefrom shall be deemed to have been cured  for
every  purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent
thereon.

Section 6.05.    Control by Majority.

          Holders  of a majority in principal amount of the  then
outstanding Notes may, by written notice, direct the time, method
and  place of conducting any proceeding for exercising any remedy
available  to  the  Trustee  or exercising  any  trust  or  power
conferred  on it. However, the Trustee may refuse to  follow  any
direction  that  conflicts with law or this  Indenture  that  the
Trustee  determines may be unduly prejudicial to  the  rights  of
other  Holders  of  Notes  or that may  involve  the  Trustee  in
personal liability.

          The  Trustee may take any other action which  it  deems
proper and which is not inconsistent with any such direction.  In
the  event  the Trustee takes any action or follows any direction
pursuant  to  the  Indenture, the Trustee shall  be  entitled  to
indemnification  reasonably  satisfactory  to  it  in  its   sole
discretion  against  any loss or expense caused  by  taking  such
action or following such direction.

Section 6.06.    Limitation on Suits.

          A  Holder of a Note may pursue a remedy with respect to
this Indenture or the Notes only if:

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

          (b)  the Holders of at least 25% in principal amount of
the  then outstanding Notes make a written request to the Trustee
to pursue the remedy;

          (c)   such  Holder of a Note or Holders of Notes  offer
and,  if requested, provide to the Trustee indemnity satisfactory
to the Trustee against any loss, liability or expense;

          (d)   the  Trustee  does not comply  with  the  request
within 60 days after receipt of the request and the offer and, if
requested, the provision of indemnity; and

          (e)   during  such  60-day  period  the  Holders  of  a
majority in principal amount of the then outstanding Notes do not
give  the  Trustee  a  written direction  inconsistent  with  the
request.

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

Section 6.07.    Rights of Holders of Notes to Receive Payment.

          Notwithstanding any other provision of this  Indenture,
the  right  of  any  Holder  of  a Note  to  receive  payment  of
principal, premium and Additional Interest, if any, and  interest
on  the  Note, on or after the respective due dates expressed  in
the Note (including in connection with an offer to purchase),  or
to bring suit for the enforcement of any such payment on or after
such  respective dates, shall not be impaired or affected without
the consent of such Holder.

Section 6.08.    Collection Suit by Trustee.

          If  an Event of Default specified in Section 6.01(a) or
(b) hereof occurs and is continuing, the Trustee is authorized to
recover  judgment in its own name and as trustee  of  an  express
trust  against the Company for the whole amount of principal  of,
premium  and Additional Interest, if any, and interest  remaining
unpaid on the Notes and interest on overdue principal and, to the
extent  lawful,  interest and such further  amount  as  shall  be
sufficient  to  cover  the  costs  and  expenses  of  collection,
including  the  reasonable compensation, expenses,  disbursements
and advances of the Trustee, its agents and counsel.

Section 6.09.    Trustee May File Proofs of Claim.

          The  Trustee is authorized to file such proofs of claim
and other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim  for
the reasonable compensation, expenses, disbursements and advances
of  the  Trustee, its agents and counsel) and the Holders of  the
Notes allowed in any judicial proceedings relative to the Company
(or  any  other  obligor upon the Notes), its  creditors  or  its
property and shall be entitled and empowered to collect,  receive
and distribute any money or other property payable or deliverable
on  any  such  claims  and any custodian  in  any  such  judicial
proceeding  is  hereby authorized by each  Holder  to  make  such
payments to the Trustee, and in the event that the Trustee  shall
consent  to the making of such payments directly to the  Holders,
to  pay  to  the Trustee any amount due to it for the  reasonable
compensation,  expenses,  disbursements  and  advances   of   the
Trustee,  its agents and counsel, and any other amounts  due  the
Trustee under Section 7.07 hereof. To the extent that the payment
of any such compensation, expenses, disbursements and advances of
the  Trustee, its agents and counsel, and any other  amounts  due
the  Trustee under Section 7.07 hereof out of the estate  in  any
such  proceeding, shall be denied for any reason, payment of  the
same shall be secured by a Lien on, and shall be paid out of, any
and  all  distributions, dividends, money, securities  and  other
properties  that the Holders may be entitled to receive  in  such
proceeding   whether  in  liquidation  or  under  any   plan   of
reorganization  or  arrangement  or  otherwise.  Nothing   herein
contained  shall be deemed to authorize the Trustee to  authorize
or consent to or accept or adopt on behalf of any Holder any plan
of   reorganization,  arrangement,  adjustment   or   composition
affecting  the Notes or the rights of any Holder, or to authorize
the  Trustee to vote in respect of the claim of any Holder in any
such proceeding.

Section 6.10.    Priorities.

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

          First:         to the Trustee, its agents and attorneys
for  amounts due under Section 7.07 hereof, including payment  of
all  compensation,  expense  and liabilities  incurred,  and  all
advances  made,  by  the Trustee and the costs  and  expenses  of
collection;

          Second:        to Holders of Notes for amounts due  and
unpaid  on  the  Notes  for  principal,  premium  and  Additional
Interest,  if  any, and interest, ratably, without preference  or
priority of any kind, according to the amounts due and payable on
the  Notes for principal, premium and Additional Interest, if any
and interest, respectively; and

          Third:          to  the Company or to such party  as  a
court of competent jurisdiction shall direct.

          The  Trustee may fix a record date and payment date for
any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11.    Undertaking for Costs.

          In  any suit for the enforcement of any right or remedy
under  this Indenture or in any suit against the Trustee for  any
action  taken  or  omitted by it as a Trustee,  a  court  in  its
discretion  may require the filing by any party litigant  in  the
suit  of  an  undertaking to pay the costs of the suit,  and  the
court  in  its discretion may assess reasonable costs,  including
reasonable  attorneys' fees, against any party  litigant  in  the
suit,  having  due  regard to the merits and good  faith  of  the
claims or defenses made by the party litigant.  This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder of  a
Note  pursuant  to Section 6.07 hereof, or a suit by  Holders  of
more than 10% in principal amount of the then outstanding Notes.


                           ARTICLE 7.
                             TRUSTEE

Section 7.01.    Duties of Trustee.

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

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

          (i)   the  duties  of the Trustee shall  be  determined
     solely  by the express provisions of this Indenture and  the
     Trustee need perform only those duties that are specifically
     set  forth  in this Indenture and no others, and no  implied
     covenants  or obligations shall be read into this  Indenture
     against the Trustee; and

          (ii)  in the absence of bad faith or negligence on  its
     part, the Trustee may conclusively rely, as to the truth  of
     the statements and the correctness of the opinions expressed
     therein,  upon  certificates or opinions  furnished  to  the
     Trustee   and  conforming  to  the  requirements   of   this
     Indenture.   However,   the  Trustee   shall   examine   the
     certificates and opinions to determine whether or  not  they
     conform to the requirements of this Indenture (but need  not
     confirm   or   investigate  the  accuracy  of   mathematical
     calculations or other facts stated therein).

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

          (i)   this  paragraph  does not  limit  the  effect  of
     paragraph (b) of this Section 7.01;

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

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

          (d)   Whether  or  not therein expressly  so  provided,
every provision of this Indenture that in any way relates to  the
Trustee  is subject to paragraphs (a), (b), (c), (e) and  (f)  of
this Section.

          (e)   No provision of this Indenture shall require  the
Trustee  to  expend or risk its own funds or incur any liability.
The  Trustee shall be under no obligation to exercise any of  its
rights  and  powers under this Indenture at the  request  of  any
Holders,  unless such Holder shall have offered  to  the  Trustee
security  and indemnity satisfactory to it in its sole discretion
against any loss, liability or expense.

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

Section 7.02.    Rights of Trustee.

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

          (b)   Before the Trustee acts or refrains from  acting,
it  may  consult  with  counsel and it may require  an  Officers'
Certificate  or an Opinion of Counsel or both. The Trustee  shall
not  be  liable for any action it takes or omits to take in  good
faith  in  reliance on such Officers' Certificate or  Opinion  of
Counsel.  The  Trustee may consult with counsel and  the  written
advice  of such counsel or any Opinion of Counsel shall  be  full
and  complete  authorization  and protection  from  liability  in
respect  of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.

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

          (d)  The Trustee shall not be liable for any action  it
takes  or  omits  to take in good faith that it  believes  to  be
authorized  or within the rights or powers conferred upon  it  by
this Indenture.

          (e)   Unless  otherwise specifically provided  in  this
Indenture,  any  demand, request, direction or  notice  from  the
Company  shall  be  sufficient if signed by  an  Officer  of  the
Company.

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

          (g)   The  Trustee  may execute any of  the  trusts  or
powers  hereunder or perform any duties hereunder either directly
or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part  of  any
agent or attorney appointed with due care by it hereunder.

          (h)  The Trustee shall not be deemed to have notice  of
any  Default or Event of Default unless a Responsible Officer  of
the Trustee has actual knowledge thereof or unless written notice
of  any  event which is in fact such a default is received  by  a
Responsible Officer of the Trustee at the Corporate Trust  Office
of  the  Trustee, and such notice references the specific Default
or Event of Default, the Notes and this Indenture.

          (i)   Money held by the Trustee in trust hereunder need
not  be segregated from other funds except to the extent required
by  law. The Trustee shall be under no liability for interest  on
any money received by it hereunder except as otherwise agreed  in
writing with the Company.

Section 7.03.    Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal  with
the  Company or any Affiliate of the Company with the same rights
it  would have if it were not Trustee. However, in the event that
the  Trustee acquires any conflicting interest it must  eliminate
such  conflict  within  120 days, apply  to  the  Commission  for
permission to continue as trustee or resign. Any Agent may do the
same with like rights and duties. The Trustee is also subject  to
Sections 7.10 and 7.11 hereof.

Section 7.04.    Trustee's Disclaimers.

          The  Trustee shall not be responsible for and makes  no
representation  as to the validity or adequacy of this  Indenture
or  the Notes, it shall not be accountable for the Company's  use
of  the  proceeds from the Notes or any money paid to the Company
or  upon  the  Company's direction under any  provision  of  this
Indenture, it shall not be responsible for the use or application
of any money received by any Paying Agent other than the Trustee,
and  it  shall  not be responsible for any statement  or  recital
herein  or  any statement in the Notes or any other  document  in
connection  with  the  sale  of the Notes  or  pursuant  to  this
Indenture other than its certificate of authentication.

Section 7.05.    Notice of Defaults.

          If  a  Default  or  Event  of  Default  occurs  and  is
continuing  and if it is known to the Trustee, the Trustee  shall
mail to Holders of Notes in the manner and to the extent provided
in  TIA 313(c) a notice of the Default or Event of Default within
90 days after it occurs. Except in the case of a Default or Event
of  Default  in  payment of principal of,  premium,  if  any,  or
interest on any Note, the Trustee may withhold the notice if  and
so  long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the
Holders of the Notes.

Section 7.06.    Reports by Trustee to Holders of the Notes.

          Within 60 days after each May 15 beginning with the May
15 following the date of this Indenture, and for so long as Notes
remain outstanding, the Trustee shall mail to the Holders of  the
Notes  a  brief  report  dated as of  such  reporting  date  that
complies  with  TIA  313(a) (but if no  event  described  in  TIA
313(a)  has  occurred  within  the twelve  months  preceding  the
reporting date, no report need be transmitted). The Trustee  also
shall  comply with TIA 313(b)(2). The Trustee shall also transmit
by mail all reports as required by TIA 313(c).

          A copy of each report at the time of its mailing to the
Holders  of  Notes shall be mailed to the Company and filed  with
the  Commission and each stock exchange on which  the  Notes  are
listed  in accordance with TIA 313(d). The Company shall promptly
notify  the  Trustee  when  the Notes are  listed  on  any  stock
exchange.

Section 7.07.    Compensation and Indemnity.

          The  Company shall pay to the Trustee from time to time
such  compensation as the Company and the Trustee shall from time
to time agree in writing for its acceptance of this Indenture and
services  hereunder.  The  Trustee's compensation  shall  not  be
limited  by  any law on compensation of a trustee of  an  express
trust.  The  Company  shall reimburse the Trustee  promptly  upon
request  for all reasonable disbursements, advances and  expenses
incurred  or made by it in addition to the compensation  for  its
services.    Such   expenses   shall   include   the   reasonable
compensation, disbursements and expenses of the Trustee's  agents
and counsel.

          The   Company  shall  indemnify  the  Trustee  or   any
predecessor Trustee against any and all losses, claims,  damages,
penalties,  fines, liabilities or expenses, including  incidental
and   out-of-pocket  expenses  and  reasonable   attorneys   fees
("losses")  incurred by it arising out of or in  connection  with
the  acceptance  or  administration  of  its  duties  under  this
Indenture,  including the costs and expenses  of  enforcing  this
Indenture  against the Company (including this Section 7.07)  and
defending  itself  against  any claim (whether  asserted  by  the
Company  or  any  Holder  or any other Person)  or  liability  in
connection with the exercise or performance of any of its  powers
or  duties hereunder, except to the extent any such losses may be
attributable  to its negligence or bad faith. The  Trustee  shall
notify  the Company promptly of any claim for which it  may  seek
indemnity. Failure by the Trustee to so notify the Company  shall
not relieve the Company of its obligations hereunder. The Company
shall  defend  the claim and the Trustee shall cooperate  in  the
defense.  The Trustee may have separate counsel and  the  Company
shall  pay the reasonable fees and expenses of such counsel.  The
Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.

          The  obligations of the Company under this Section 7.07
shall  survive  the satisfaction and discharge of this  Indenture
and, to the extent permitted by law, any rejection or termination
under any bankruptcy plan.

          When  the  Trustee incurs expenses or renders  services
after  an  Event of Default specified in Section 6.01(i)  or  (j)
hereof occurs, the expenses and the compensation for the services
(including  the fees and expenses of its agents and counsel)  are
intended  to  constitute  expenses of  administration  under  any
Bankruptcy Law.

          To  secure  the  Company's and the Guarantor's  payment
obligations to the Trustee, the Trustee shall have a  lien  prior
to  the  Notes on all money or property held or collected by  the
Trustee  other  than  money or property  held  in  trust  to  pay
principal  of  and interest on particular Notes.   The  Trustee's
rights  to receive payment of any amounts due under this  Section
7.07  shall  not  be  subordinate  to  any  other  liability   or
Indebtedness of the Company or the Guarantors.

          The  Trustee  shall comply with the provisions  of  TIA
313(b)(2) to the extent applicable.

Section 7.08.    Replacement of Trustee.

          A resignation or removal of the Trustee and appointment
of  a  successor  Trustee shall become effective  only  upon  the
successor Trustee's acceptance of appointment as provided in this
Section 7.08.

          The  Trustee may resign in writing at any time  and  be
discharged  from  the trust hereby created by  so  notifying  the
Company.  The Holders of Notes of a majority in principal  amount
of  the  then  outstanding Notes may remove  the  Trustee  by  so
notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

          (a)   the  Trustee  fails to comply with  Section  7.10
hereof;

          (b)  the Trustee is adjudged a bankrupt or an insolvent
or  an  order  for relief is entered with respect to the  Trustee
under any Bankruptcy Law;

          (c)   a custodian or public officer takes charge of the
Trustee or its property; or

          (d)  the Trustee becomes incapable of acting.

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

          If  a successor Trustee does not take office within  30
days  after  the  retiring Trustee resigns  or  is  removed,  the
retiring  Trustee, the Company, or the Holders  of  Notes  of  at
least  10% in principal amount of the then outstanding Notes  may
petition  any court of competent jurisdiction for the appointment
of a successor Trustee.

          If  the Trustee, after written request by any Holder of
a  Note  who has been a Holder of a Note for at least six months,
fails  to  comply with Section 7.10, such Holder of  a  Note  may
petition  any court of competent jurisdiction for the removal  of
the Trustee and the appointment of a successor Trustee.

          A  successor Trustee shall deliver a written acceptance
of  its  appointment to the retiring Trustee and to the  Company.
Thereupon,  the  resignation or removal of the  retiring  Trustee
shall become effective, and the successor Trustee shall have  all
the   rights,  powers  and  duties  of  the  Trustee  under  this
Indenture.  The  successor Trustee shall mail  a  notice  of  its
succession  to  Holders of the Notes. The retiring Trustee  shall
promptly  transfer  all property held by it  as  Trustee  to  the
successor  Trustee,  provided  all  sums  owing  to  the  Trustee
hereunder have been paid and subject to the Lien provided for  in
Section  7.07 hereof. Notwithstanding replacement of the  Trustee
pursuant  to  this Section 7.08, the Company's obligations  under
Section  7.07  hereof  shall continue  for  the  benefit  of  the
retiring Trustee.

Section 7.09.    Successor Trustee by Merger, Etc.

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

Section 7.10.    Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder that is
a  corporation organized and doing business under the laws of the
United  States  of  America  or of  any  state  thereof  that  is
authorized  under such laws to exercise corporate trustee  power,
that is subject to supervision or examination by federal or state
authorities  and that has a combined capital and  surplus  of  at
least  $150,000,000  as  set forth in its most  recent  published
annual report of condition.

          This   Indenture  shall  always  have  a  Trustee   who
satisfies  the requirements of TIA 310(a)(1), (2) and  (5).   The
Trustee is subject to TIA 310(b).

Section 7.11.    Preferential Collection of Claims Against
            Company.

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


                           ARTICLE 8.
            LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.    Option to Effect Legal Defeasance or Covenant
            Defeasance.

          The  Company may, at its option and at any time,  elect
to  have  either  Section 8.02 or 8.03 hereof be applied  to  all
outstanding  Notes  and all obligations of  the  Guarantors  with
respect  to  their Guarantees upon compliance with the conditions
set forth below in this Article 8.

Section 8.02.    Legal Defeasance and Discharge.

          Upon  the Company's exercise under Section 8.01  hereof
of the option applicable to this Section 8.02, the Company shall,
subject  to  the  satisfaction of the  conditions  set  forth  in
Section  8.04 hereof, be deemed to have been discharged from  its
obligations  with  respect  to  all  outstanding  Notes  and  all
obligations of the Guarantors with respect to their Guarantees on
the   date   the   conditions  set  forth  below  are   satisfied
(hereinafter,  "Legal  Defeasance").  For  this  purpose,   Legal
Defeasance  means that the Company shall be deemed to  have  paid
and   discharged  the  entire  Indebtedness  represented  by  the
outstanding  Notes  and  Guarantees, which  shall  thereafter  be
deemed to be "outstanding" only for the purposes of Section  8.05
hereof  and the other Sections of this Indenture referred  to  in
(a)   and  (b)  below,  and  to  have  satisfied  all  its  other
obligations under such Notes and this Indenture (and the Trustee,
on  written  demand of and at the expense of the  Company,  shall
execute  proper instruments acknowledging the same),  except  for
the  following  provisions which shall  survive  until  otherwise
terminated or discharged hereunder: (a) the rights of Holders  of
outstanding Notes to receive payments in respect of the principal
of, premium, if any, or interest and Additional Interest, if any,
on  such  Notes when such payments are due solely from the  trust
fund   described  in  Section  8.04  hereof,  (b)  the  Company's
obligations with respect to such Notes under Sections 2.06, 2.07,
2.10 and 4.02 hereof, (c) the rights, powers, trusts, duties  and
immunities of the Trustee hereunder and the Company's obligations
in  connection  therewith  and (d) this  Article  8.  Subject  to
compliance  with  this Article 8, the Company  may  exercise  its
option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

Section 8.03.    Covenant Defeasance.

          Upon  the Company's exercise under Section 8.01  hereof
of the option applicable to this Section 8.03, the Company shall,
subject  to  the  satisfaction of the  conditions  set  forth  in
Section  8.04  hereof,  be released from  its  obligations  under
Sections  4.03, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11,  4.12,  4.13,
4.15,  4.16,  4.17  and 4.18 and Articles 5 and  10  hereof  with
respect  to  the  outstanding Notes on and  after  the  date  the
conditions set forth below are satisfied (hereinafter,  "Covenant
Defeasance"),  and  the  Notes shall  thereafter  be  deemed  not
"outstanding" for the purposes of any direction, waiver,  consent
or  declaration  or act of Holders (and the consequences  of  any
thereof) in connection with such covenants, but shall continue to
be  deemed  "outstanding" for all other  purposes  hereunder  (it
being  understood that such Notes shall not be deemed outstanding
for  accounting purposes). For this purpose, Covenant  Defeasance
means  that,  with respect to the outstanding Notes, the  Company
may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant,
whether  directly  or  indirectly, by  reason  of  any  reference
elsewhere  herein  to  any such covenant  or  by  reason  of  any
reference  in any such covenant to any other provision herein  or
in  any  other  document and such omission to  comply  shall  not
constitute  a  Default or an Event of Default under Section  6.01
hereof,  but,  except as specified above, the remainder  of  this
Indenture  and  such  Notes  shall  be  unaffected  thereby.   In
addition,  upon the Company's exercise under Section 8.01  hereof
of  the option applicable to this Section 8.03 hereof, subject to
the  satisfaction  of the conditions set forth  in  Section  8.04
hereof,  Sections  6.01(c)  through  6.01(h)  hereof  shall   not
constitute Events of Default.

Section 8.04.    Conditions to Legal or Covenant Defeasance.

          The   following   shall  be  the  conditions   to   the
application  of  either  Section  8.02  or  8.03  hereof  to  the
outstanding Notes:

          In   order  to  exercise  either  Legal  Defeasance  or
Covenant Defeasance:

          (a)   the  Company  must irrevocably deposit  with  the
Trustee, in trust, for the benefit of the Holders, cash in United
States   dollars,  non-callable  Government  Securities,   or   a
combination  thereof, in such amounts as will be  sufficient,  in
the opinion of a nationally recognized firm of independent public
accountants,  to  pay  the principal of, premium  and  Additional
Interest,  if any, and interest on the outstanding Notes  on  the
stated  date for payment thereof or on the applicable  redemption
date,  as  the case may be, and the Company must specify  whether
the  Notes  are  being defeased to maturity or  to  a  particular
redemption date;

          (b)   in  the  case of an election under  Section  8.02
hereof,  the  Company  shall have delivered  to  the  Trustee  an
Opinion   of   Counsel  reasonably  acceptable  to  the   Trustee
confirming that (A) the Company has received from, or  there  has
been  published by, the Internal Revenue Service a ruling or  (B)
since  the  Issue Date, there has been a change in the applicable
federal  income tax law, in either case to the effect  that,  and
based  thereon  such Opinion of Counsel shall confirm  that,  the
Holders of the outstanding Notes will not recognize income,  gain
or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the  same
amounts,  in the same manner and at the same times as would  have
been the case if such Legal Defeasance had not occurred;

          (c)   in  the  case of an election under  Section  8.03
hereof,  the  Company  shall have delivered  to  the  Trustee  an
Opinion   of   Counsel  reasonably  acceptable  to  the   Trustee
confirming  that the Holders of the outstanding  Notes  will  not
recognize income, gain or loss for federal income tax purposes as
a  result  of  such Covenant Defeasance and will  be  subject  to
federal income tax on the same amounts, in the same manner and at
the  same  times  as would have been the case  if  such  Covenant
Defeasance had not occurred;

          (d)   no  Event  of  Default under Section  6.01(i)  or
6.01(j) hereof shall have occurred and be continuing at any  time
in  the  period  ending on the 91st day after  the  date  of  the
deposit;

          (e)  such Legal Defeasance or Covenant Defeasance shall
not  result in a breach or violation of, or constitute a  default
under,  any  material agreement or instrument  (other  than  this
Indenture) to which Blount International or any of its Restricted
Subsidiaries is a party or by which Blount International  or  any
of its Subsidiaries is bound;

          (f)  the Company shall have delivered to the Trustee an
Opinion  of  Counsel to the effect that, assuming no  intervening
bankruptcy  of the Company or any Guarantor between the  date  of
deposit and the 91st day following the deposit and assuming  that
no  Holder  is  an  "insider"  of the  Company  under  applicable
Bankruptcy  Law,  after the 91st day following the  deposit,  the
trust  funds will not be subject to the effect of any  applicable
bankruptcy, insolvency, reorganization or similar laws  affecting
creditors' rights generally;

          (g)  the Company shall have delivered to the Trustee an
Officers'  Certificate stating that the deposit was not  made  by
the  Company with the intent of preferring the Holders  over  any
other  creditors of the Company or with the intent of  defeating,
hindering,  delaying  or defrauding any other  creditors  of  the
Company; and

          (h)  the Company shall have delivered to the Trustee an
Officers'  Certificate  and an Opinion of Counsel,  each  stating
that  all  conditions precedent provided for or relating  to  the
Legal  Defeasance or the Covenant Defeasance have  been  complied
with.

Section 8.05.    Deposited Money and Government Securities to be
            Held in Trust; Other Miscellaneous Provisions.

          Subject  to  Section 8.06 hereof, all  money  and  non-
callable  Government Securities (including the proceeds  thereof)
deposited   with  the  Trustee  (or  other  qualifying   trustee,
collectively  for purposes of this Section 8.05,  the  "Trustee")
pursuant  to  Section 8.04 hereof in respect of  the  outstanding
Notes  shall  be  held in trust and applied by  the  Trustee,  in
accordance  with the provisions of such Notes and this Indenture,
to  the  payment,  either directly or through  any  Paying  Agent
(including the Company acting as Paying Agent) as the Trustee may
determine,  to the Holders of such Notes of all sums due  and  to
become due thereon in respect of principal, premium, if any,  and
interest, but such money need not be segregated from other  funds
except to the extent required by law.

          The Company shall pay and indemnify the Trustee against
any  tax, fee or other charge imposed on or assessed against  the
cash or non-callable Government Securities deposited pursuant  to
Section  8.04  hereof or the principal and interest  received  in
respect  thereof  other than any such tax, fee  or  other  charge
which by law is for the account of the Holders of the outstanding
Notes.

          Anything   in   this   Article  8   to   the   contrary
notwithstanding, the Trustee shall deliver or pay to the  Company
from  time to time upon the request of the Company any  money  or
non-callable  Government Securities held by  it  as  provided  in
Section  8.04  hereof  which,  in the  opinion  of  a  nationally
recognized firm of independent public accountants expressed in  a
written certification thereof delivered to the Trustee (which may
be  the  opinion delivered under Section 8.04(a) hereof), are  in
excess  of the amount thereof that would then be required  to  be
deposited  to effect an equivalent Legal Defeasance  or  Covenant
Defeasance.

Section 8.06.    Repayment to Company.

          Subject  to Section 7.07, any money deposited with  the
Trustee  or  any  Paying Agent, or then held by the  Company,  in
trust  for the payment of the principal of, premium, if  any,  or
interest on any Note and remaining unclaimed for two years  after
such  principal, and premium, if any, or interest has become  due
and  payable shall be paid to the Company on its written  request
or  (if  then held by the Company) shall be discharged from  such
trust; and the Holder of such Note shall thereafter, as a secured
creditor, look only to the Company for payment thereof,  and  all
liability  of  the Trustee or such Paying Agent with  respect  to
such  trust  money, and all liability of the Company  as  trustee
thereof,  shall  thereupon  cease; provided,  however,  that  the
Trustee  or such Paying Agent, before being required to make  any
such  repayment, may at the expense of the Company  cause  to  be
published once, in The New York Times and The Wall Street Journal
(national edition), notice that such money remains unclaimed  and
that,  after  a date specified therein, which shall not  be  less
than  30  days from the date of such notification or publication,
any unclaimed balance of such money then remaining will be repaid
to the Company.

Section 8.07.    Reinstatement.

          If  the Trustee or Paying Agent is unable to apply  any
United  States  dollars or non-callable Government Securities  in
accordance with Section 8.02 or 8.03 hereof, as the case may  be,
by  reason  of any order or judgment of any court or governmental
authority  enjoining, restraining or otherwise  prohibiting  such
application, then the Company's obligations under this  Indenture
and  the  Notes  shall  be revived and reinstated  as  though  no
deposit  had  occurred pursuant to Section 8.02  or  8.03  hereof
until  such  time as the Trustee or Paying Agent is permitted  to
apply  all  such money in accordance with Section  8.02  or  8.03
hereof,  as  the  case may be; provided, however,  that,  if  the
Company  makes any payment of principal of, premium, if  any,  or
interest  on  any  Note  following  the  reinstatement   of   its
obligations, the Company shall be subrogated to the rights of the
Holders of such Notes to receive such payment from the money held
by the Trustee or Paying Agent.


                           ARTICLE 9.
                 AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.    Without Consent of Holders of Notes.

          Notwithstanding  Section 9.02 hereof, the  Company  and
the  Trustee may amend or supplement this Indenture or the  Notes
without the consent of any Holder of a Note:

          (a)  to cure any ambiguity, defect or inconsistency;

          (b)  to provide for uncertificated Notes in addition to
or in place of certificated Notes;

          (c)   to  provide for the assumption of  the  Company's
obligations to the Holders of the Notes in the case of  a  merger
or  consolidation  or  sale of all or substantially  all  of  the
Company's assets permitted hereby;

          (d)    to   provide  for  the  assumption   of   Blount
International's obligations to Holders of Notes in respect of the
Guarantees  in the case of a merger or consolidation or  sale  of
all   or  substantially  all  of  Blount  International's  assets
permitted hereby;

          (e)    to  make  any  change  that  would  provide  any
additional rights or benefits to the Holders of the Notes;

          (f)  to provide for the issuance of Additional Notes in
accordance with the provisions set forth in this Indenture;

          (g)   to comply with requirements of the Commission  in
order  to  effect or maintain the qualification of this Indenture
under the TIA; or

          (h)  to make any other change, provided that such other
change  does  not adversely affect the legal rights hereunder  of
any  Holder  of  the  Notes or to surrender any  right  or  power
conferred upon Blount International or the Company.

          Upon  the  request  of  the Company  accompanied  by  a
resolution of its Board of Directors authorizing the execution of
any  such amended or supplemental Indenture, and upon receipt  by
the Trustee of the documents described in Section 7.02(b) hereof,
the  Trustee shall join with the Company in the execution of  any
amended or supplemental Indenture authorized or permitted by  the
terms  of  this  Indenture  and to make any  further  appropriate
agreements  and  stipulations that may be therein contained,  but
the Trustee shall not be obligated to enter into such amended  or
supplemental  Indenture that, by its express terms,  affects  its
own  rights,  duties  or  immunities  under  this  Indenture   or
otherwise.

Section 9.02.    With Consent of Holders of Notes.

          Except  as  provided below in this  Section  9.02,  the
Company  and  the Trustee may amend or supplement this  Indenture
(including Sections 3.09, 4.10 and 4.15 hereof) and the Notes may
be  amended or supplemented with the consent of the Holders of at
least   a  majority  in  principal  amount  of  the  Notes   then
outstanding  (including consents obtained in  connection  with  a
tender  offer or exchange offer for the Notes), and,  subject  to
Sections  6.04 and 6.07 hereof, any existing Default or Event  of
Default  (other than a Default or Event of Default in the payment
of  the  principal of, premium, if any, or interest on the Notes,
except a payment default resulting from an acceleration that  has
been   rescinded)  or  compliance  with  any  provision  of  this
Indenture  or  the Notes may be waived with the  consent  of  the
Holders of a majority in principal amount of the then outstanding
Notes  (including consents obtained in connection with  a  tender
offer  or exchange offer for the Notes).  Without the consent  of
at  least  75% in principal amount of the Notes then  outstanding
(including consents obtained in connection with a tender offer or
exchange  offer for, or purchase of, such Notes),  no  waiver  or
amendment to this Indenture may make any change in the provisions
of  Article  10 hereof that adversely affects the rights  of  any
Holder of Notes.  Section 2.08 hereof shall determine which Notes
are  considered to be "outstanding" for purposes of this  Section
9.02.

          Upon  the  request  of  the Company  accompanied  by  a
resolution of its Board of Directors authorizing the execution of
any  such amended or supplemental Indenture, and upon the  filing
with  the Trustee of evidence satisfactory to the Trustee of  the
consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02(b) hereof,
the  Trustee shall join with the Company in the execution of such
amended   or  supplemental  Indenture  unless  such  amended   or
supplemental  Indenture,  by  its  express  terms,  affects   the
Trustee's  own rights, duties or immunities under this  Indenture
or  otherwise,  in which case the Trustee may in its  discretion,
but  shall  not  be  obligated to, enter  into  such  amended  or
supplemental Indenture.

          The  Company may, but shall not be obligated to, fix  a
record  date for the purpose of determining the Persons  entitled
to consent to any indenture supplemental hereto. If a record date
is  fixed,  the  Holders  on  such record  date,  or  their  duly
designated  proxies, and only such Persons, shall be entitled  to
consent  to  such  supplemental indenture, whether  or  not  such
Holders  remain  Holders after such record  date;  provided  that
unless such consent shall have become effective by virtue of  the
requisite percentage having been obtained prior to the date which
is  180  days after such record date, any such consent previously
given  shall  automatically and without  further  action  by  any
Holder be canceled and of no further effect.

          It  shall  not  be  necessary for the  consent  of  the
Holders  of  Notes  under  this  Section  9.02  to  approve   the
particular form of any proposed amendment or waiver, but it shall
be sufficient if such consent approves the substance thereof.

          After  an  amendment, supplement or waiver  under  this
Section  becomes effective, the Company shall mail to the Holders
of  Notes  affected  thereby  a  notice  briefly  describing  the
amendment,  supplement or waiver. Any failure of the  Company  to
mail  such notice, or any defect therein, shall not, however,  in
any  way  impair  or affect the validity of any such  amended  or
supplemental  Indenture or waiver. Subject to Sections  6.04  and
6.07  hereof,  the  Holders of a majority in aggregate  principal
amount  of the Notes then outstanding may waive compliance  in  a
particular  instance by the Company with any  provision  of  this
Indenture  or  the Notes. However, without the  consent  of  each
Holder affected, an amendment or waiver may not (with respect  to
any Notes held by a non-consenting Holder):

          (a)  reduce the principal amount of Notes whose Holders
must consent to an amendment, supplement or waiver;

          (b)   reduce  the  principal of  or  change  the  fixed
maturity of any Note or alter the provisions with respect to  the
redemption of the Notes;

          (c)   reduce the rate of or change the time for payment
of interest on any Note;

          (d)  waive a Default in the payment of principal of  or
premium, if any, or interest or Additional Interest, if  any,  on
the  Notes (except a rescission of acceleration of the  Notes  by
the  Holders of at least a majority in aggregate principal amount
of the then outstanding Notes and a waiver of the payment default
that resulted from such acceleration);

          (e)   make  any Note payable in money other  than  that
stated in the Notes;

          (f)    make  any  change  in  the  provisions  of  this
Indenture  relating to waivers of past Defaults or the rights  of
Holders of Notes to receive payments of principal of, or interest
or premium or Additional Interest, if any, on the Notes;

          (g)   waive  a redemption payment with respect  to  any
Note;

          (h)   release any Guarantor from any of its obligations
under its Guarantee or this Indenture, except in accordance  with
the terms of this Indenture; or

          (i)   make  any  change in the foregoing amendment  and
waiver provisions.

Section 9.03.    Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or  the
Notes  shall be set forth in an amended or supplemental Indenture
that complies with the TIA as then in effect.

Section 9.04.    Revocation and Effect of Consents.

          Until   an  amendment,  supplement  or  waiver  becomes
effective,  a consent to it by a Holder of a Note is a continuing
consent by the Holder of a Note and every subsequent Holder of  a
Note  or  portion of a Note that evidences the same debt  as  the
consenting Holder's Note, even if notation of the consent is  not
made  on  any  Note.  However, any  such  Holder  of  a  Note  or
subsequent Holder of a Note may revoke the consent as to its Note
if  the Trustee receives written notice of revocation before  the
date  the  waiver, supplement or amendment becomes effective.  An
amendment,  supplement or waiver becomes effective in  accordance
with its terms and thereafter binds every Holder.

Section 9.05.    Notation on or Exchange of Notes.

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

          Failure to make the appropriate notation or issue a new
Note  shall not affect the validity and effect of such amendment,
supplement or waiver.

Section 9.06.    Trustee to Sign Amendments, Etc.

          The  Trustee  shall  sign any amended  or  supplemental
Indenture  authorized pursuant to this Article 9 if the amendment
or  supplement  does  not adversely affect  the  rights,  duties,
liabilities  or  immunities of the Trustee. The Company  may  not
sign  an  amendment or supplemental Indenture until the Board  of
Directors  approves it. In executing any amended or  supplemental
indenture, the Trustee shall be entitled to receive and  (subject
to Section 7.01 hereof) shall be fully protected in relying upon,
an  Officer's Certificate and an Opinion of Counsel stating  that
the  execution  of  such  amended or  supplemental  indenture  is
authorized   or  permitted  by  this  Indenture  and   that   the
supplemental indenture will be valid and binding on the Company.


                           ARTICLE 10.
                          SUBORDINATION

Section 10.01.   Agreement to Subordinate.

          The Company agrees, and each Holder by accepting a Note
agrees,   that  the  Indebtedness  evidenced  by  the  Notes   is
subordinated in right of payment, to the extent and in the manner
provided in this Article 10, to the prior payment in full in cash
or  Cash  Equivalents of all Senior Debt (whether outstanding  on
the  date  hereof  or  hereafter created,  incurred,  assumed  or
guaranteed), and that the subordination is for the benefit of the
holders of Senior Debt.

Section 10.02.   Liquidation; Dissolution; Bankruptcy.

          The holders of Senior Debt shall be entitled to receive
payment in full of all Obligations due in respect of Senior  Debt
(including  interest  after the commencement  of  any  bankruptcy
proceeding  at the rate specified in the applicable Senior  Debt)
before  the  Holders  of Notes will be entitled  to  receive  any
payment  with respect to the Notes (except that Holders of  Notes
may  receive and retain Permitted Junior Securities and  payments
made from the trust described in Article 8), in the event of  any
distribution to creditors of the Company: (i) in a liquidation or
dissolution  of  Blount;  (ii)  in a bankruptcy,  reorganization,
insolvency, receivership or similar proceeding relating to Blount
or  its  property;  (iii) in an assignment  for  the  benefit  of
creditors; or (iv) in any marshaling of the Company's assets  and
liabilities.

Section 10.03.   Default on Designated Senior Debt.

          The Company may not make any payment or distribution to
the  Trustee or any Holder in respect of Obligations with respect
to  the  Notes and may not acquire from the Trustee or any Holder
any  Notes for cash or property (other than (i) Permitted  Junior
Securities  and (ii) payments and other distributions  made  from
any  defeasance  trust created pursuant to Section  8.01  hereof)
until  all  principal and other Obligations with respect  to  the
Senior Debt have been paid in full if:

          (i)  a default in the payment of any principal or other
     Obligations  with respect to Designated Senior  Debt  occurs
     and is continuing beyond any applicable grace period; or

          (ii)  a  default, other than a payment default, on  any
     series  of  Designated Senior Debt occurs and is  continuing
     that  then  permits  holders of such  series  of  Designated
     Senior  Debt  to  accelerate its maturity  and  the  Trustee
     receives  a  written  notice  of  the  default  (a  "Payment
     Blockage  Notice") from the holders of or  a  Representative
     with  respect such series of Designated Senior Debt. If  the
     Trustee  receives  any  such  Payment  Blockage  Notice,  no
     subsequent  Payment Blockage Notice shall be  effective  for
     purposes  of this Section unless and until (i) at least  360
     days   shall  have  elapsed  since  the  delivery   of   the
     immediately  prior  Payment Blockage  Notice  and  (ii)  all
     scheduled  payments  of  principal,  interest,  premium  and
     Additional Interest, if any, on the Notes that have come due
     have  been paid in full in cash. No nonpayment default  that
     existed  or  was continuing on the date of delivery  of  any
     Payment Blockage Notice to the Trustee shall be, or be made,
     the  basis  for a subsequent Payment Blockage Notice  unless
     such default shall have been cured or waived for a period of
     not less than 90 days.

          The  Company  may  and  shall resume  payments  on  and
distributions in respect of the Notes and may acquire  them  upon
the earlier of:

          (1)   in  the case of a payment default, the date  upon
     which such default is cured or waived, and

          (2)  in the case of a nonpayment default referred to in
     Section  10.03(ii)  hereof,  unless  the  maturity  of   any
     Designated  Senior  Debt  has  been  accelerated,  upon  the
     earliest  of the dates on which one of the following  events
     occurs:

               (a)   the  Person  who gave the  Payment  Blockage
          Notice terminates the blockage period by written notice
          to the Trustee and the Company;

               (b)   the  default  giving  rise  to  the  Payment
          Blockage Notice is cured, waived or otherwise no longer
          continuing;

               (c)    the   Designated  Senior  Debt   has   been
          discharged or paid in full; or

               (d)    179  days  after  the  date  on  which  the
          applicable Payment Blockage Notice has been received,

if  this  Article otherwise permits the payment, distribution  or
acquisition at the time of such payment or acquisition.

Section 10.04.   Acceleration of Securities.

          If  payment of the Securities is accelerated because of
an Event of Default, the Company shall promptly notify holders of
Senior Debt of the acceleration.

Section 10.05.   When Distribution Must Be Paid Over.

          In  the  event that the Trustee or any Holder  receives
any  payment of any Obligations with respect to the  Notes  at  a
time  when the Trustee or such Holder, as applicable, has  actual
knowledge  that  such payment is prohibited by this  Article  10,
such  payment  shall be held by the Trustee or  such  Holder,  in
trust  for the benefit of, and shall be paid forthwith  over  and
delivered,  upon written request, to, the holders of Senior  Debt
as  their interests may appear or their Representative under  the
indenture  or  other agreement (if any) pursuant to which  Senior
Debt  may  have  been issued, as their respective  interests  may
appear,  for  application to the payment of all Obligations  with
respect  to Senior Debt remaining unpaid to the extent  necessary
to  pay  such Obligations in full in accordance with their terms,
after giving effect to any concurrent payment or distribution  to
or for the holders of Senior Debt.

          With respect to the holders of Senior Debt, the Trustee
undertakes  to perform only such obligations on the part  of  the
Trustee as are specifically set forth in this Article 10, and  no
implied  covenants or obligations with respect to the holders  of
Senior  Debt  shall  be  read  into this  Indenture  against  the
Trustee.  The  Trustee shall not be deemed to owe  any  fiduciary
duty  to  the holders of Senior Debt, and shall not be liable  to
any  such holders if the Trustee shall pay over or distribute  to
or  on behalf of Holders or the Company or any other Person money
or  assets to which any holders of Senior Debt shall be  entitled
by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or negligence of the Trustee.

Section 10.06.   Notice by Company

          The  Company  shall  promptly  notify  in  writing  the
Trustee  and  the Paying Agent of any facts known to the  Company
that would cause a payment of any Obligations with respect to the
Notes to violate this Article 10, but failure to give such notice
shall  not  affect the subordination of the Notes to  the  Senior
Debt as provided in this Article 10.

Section 10.07.   Subrogation.

          After all Senior Debt is paid in full in cash and until
the  Notes are paid in full, Holders of Notes shall be subrogated
(equally and ratably with all other Indebtedness pari passu  with
the  Notes)  to the rights of holders of Senior Debt  to  receive
distributions  applicable  to Senior  Debt  to  the  extent  that
distributions otherwise payable to the Holders of Notes have been
applied to the payment of Senior Debt. A distribution made  under
this  Article  10 to holders of Senior Debt that otherwise  would
have been made to Holders of Notes is not, as between the Company
and Holders, a payment by the Company on the Notes.

Section 10.08.   Relative Rights.

          This  Article 10 defines the relative rights of Holders
of  Notes  and holders of Senior Debt. Nothing in this  Indenture
shall:

                    (1)   impair,  as  between  the  Company  and
          Holders of Notes, the obligation of the Company,  which
          is  absolute and unconditional, to pay principal of and
          interest on the Notes in accordance with their terms;

                    (2)  affect the relative rights of Holders of
          Notes  and  creditors of the Company other  than  their
          rights in relation to holders of Senior Debt; or

                    (3)   prevent  the Trustee or any  Holder  of
          Notes  from  exercising its available remedies  upon  a
          Default or Event of Default, subject to (i) the  rights
          of  holders  and  owners  of  Senior  Debt  to  receive
          distributions and payments otherwise payable to Holders
          of Notes and (ii) the notice provisions of Section 6.02
          hereof.

          If  the Company fails because of this Article 10 to pay
principal  of or interest on a Note on the due date, the  failure
is still a Default or Event of Default.

Section 10.09.   Subordination May Not Be Impaired by Company.

          No  right  of any holder of Senior Debt to enforce  the
subordination of the Indebtedness evidenced by the Notes shall be
impaired  by  any  act or failure to act by the  Company  or  any
Holder  or by the failure of the Company or any Holder to  comply
with this Indenture.

Section 10.10.   Distribution or Notice to Representative.

          Whenever a distribution is to be made or a notice given
to  holders of Senior Debt, the distribution may be made and  the
notice given to their Representative.

          Upon  any  payment  or distribution of  assets  of  the
Company  referred  to  in this Article 10, the  Trustee  and  the
Holders  of  Notes shall be entitled to rely upon  any  order  or
decree  made by any court of competent jurisdiction or  upon  any
certificate of such Representative or of the liquidating  trustee
or  agent or other Person making any distribution to the  Trustee
or  to  the Holders of Notes for the purpose of ascertaining  the
Persons entitled to participate in such distribution, the holders
of  the  Senior Debt and other Indebtedness of the  Company,  the
amount thereof or payable thereon, the amount or amounts paid  or
distributed thereon and all other facts pertinent thereto  or  to
this Article 10.

Section 10.11.   Rights of Trustee and Paying Agent.

          Notwithstanding the provisions of this  Article  10  or
any  other provision of this Indenture, the Trustee shall not  be
charged  with knowledge of the existence of any facts that  would
prohibit  the  making  of  any payment  or  distribution  by  the
Trustee,  and  the Trustee and the Paying Agent may  continue  to
make  payments  on  the  Notes, unless  the  Trustee  shall  have
received  at  its Corporate Trust Office at least three  Business
Days  prior to the date of such payment written notice  of  facts
(in  the  form of an officer's certificate) that would cause  the
payment  of any Obligations with respect to the Notes to  violate
this  Article 10. Only the Company or a Representative  may  give
the  notice. Nothing in this Article 10 shall impair  the  claims
of, or payments to, the Trustee under or pursuant to Section 7.07
hereof.

          The Trustee in its individual or any other capacity may
hold  Senior Debt with the same rights it would have if  it  were
not Trustee. Any Agent may do the same with like rights.

Section 10.12.   Authorization to Effect Subordination.

          Each  Holder  of  Notes,  by  the  Holder's  acceptance
thereof,  authorizes  and directs the Trustee  on  such  Holder's
behalf to take such action as may be necessary or appropriate  to
effectuate the subordination as provided in this Article 10,  and
appoints the Trustee to act as such Holder's attorney-in-fact for
any  and all such purposes. If the Trustee does not file a proper
proof  of  claim  or proof of debt in the form  required  in  any
proceeding  referred to in Section 6.09 hereof at least  30  days
before  the expiration of the time to file such claim, the credit
agents are hereby authorized to file an appropriate claim for and
on behalf of the Holders of the Notes.

Section 10.13.   Amendments.

          The  provisions of this Article 10 shall not be amended
or  modified  without the written consent of the  holders  of  at
least  75%  in  aggregate  principal amount  of  the  Notes  then
outstanding if such amendment would adversely affect  the  rights
of Holders of Notes.


          ARTICLE 11.


                           GUARANTEES

Section 11.01.   Guarantees.

          Subject to Section 11.04 hereof, each of the Guarantors
hereby, jointly and severally, unconditionally guarantees to each
Holder  of a Note authenticated and delivered by the Trustee  and
to  the Trustee and its successors and assigns, the Notes and the
Obligations  of  the  Company  hereunder  and  thereunder,  that:
(a)  the  principal of, premium, if any, interest and  Additional
Interest, if any, on the Notes will be promptly paid in full when
due, subject to any applicable grace period, whether at maturity,
by  acceleration, redemption or otherwise, and  interest  on  the
overdue  principal, premium, if any (to the extent  permitted  by
law),  interest on any interest, if any, and Additional Interest,
if  any, on the Notes, and all other payment Obligations  of  the
Company to the Holders or all other obligations of the Company to
the Trustee hereunder or thereunder will be promptly paid in full
and  performed,  all  in accordance with  the  terms  hereof  and
thereof;  and (b) in case of any extension of time of payment  or
renewal  of any Notes or any of such other Obligations, the  same
will be promptly paid in full when due or performed in accordance
with  the  terms  of  the extension or renewal,  subject  to  any
applicable   grace  period,  whether  at  stated   maturity,   by
acceleration, redemption or otherwise.  Failing payment  when  so
due  of any amount so guaranteed or any performance so guaranteed
for  whatever reason the Guarantors will be jointly and severally
obligated to pay the same immediately.  An Event of Default under
this  Indenture or the Notes shall constitute an event of default
under the Guarantees, and shall entitle the Holders to accelerate
the  obligations of the Guarantors hereunder in the  same  manner
and to the same extent as the Obligations of the Company.

          The  Guarantors  hereby  agree that  their  obligations
hereunder shall be unconditional, irrespective of the validity or
enforceability of the Notes or this Indenture, the absence of any
action  to enforce the same, any waiver or consent by any  Holder
with respect to any provisions hereof or thereof, the recovery of
any  judgment against the Company, any action to enforce the same
or  any  other  circumstance which might otherwise  constitute  a
legal  or  equitable discharge or defense of a  Guarantor.   Each
Guarantor   hereby  waives  diligence,  presentment,  demand   of
payment, filing of claims with a court in the event of insolvency
or  bankruptcy of the Company, any right to require a  proceeding
first  against  the  Company, protest,  notice  and  all  demands
whatsoever  and  covenants  that  its  Guarantee  will   not   be
discharged  except  by complete performance  of  the  Obligations
contained in the Notes and this Indenture.  If any Holder or  the
Trustee  is required by any court or otherwise to return  to  the
Company,   the  Guarantors,  or  any  Note  Custodian,   Trustee,
liquidator or other similar official acting in relation to either
the Company or the Guarantors, any amount paid by the Company  or
any  Guarantor to the Trustee or such Holder, the Guarantees,  to
the  extent theretofore discharged, shall be reinstated  in  full
force  and  effect.  Each Guarantor agrees that it shall  not  be
entitled  to,  and  hereby waives, any right  of  subrogation  in
relation  to the Holders in respect of any Obligations guaranteed
hereby.   Each  Guarantor further agrees  that,  as  between  the
Guarantors, on the one hand, and the Holders and the Trustee,  on
the  other  hand, (x) the maturity of the Obligations  guaranteed
hereby may be accelerated as provided in Article 6 hereof for the
purposes  of its Guarantee, notwithstanding any stay,  injunction
or  other prohibition preventing such acceleration in respect  of
the  Obligations guaranteed thereby, and (y) in the event of  any
declaration  of acceleration of such Obligations as  provided  in
Article  6  hereof,  such Obligations (whether  or  not  due  and
payable)  shall forthwith become due and payable by the Guarantor
for  the purpose of its Guarantee.  The Guarantors shall have the
right  to  seek  contribution from any  non-paying  Guarantor  as
provided in Section 11.06 hereof so long as the exercise of  such
right  does  not impair the rights of the Holders or the  Trustee
under the Guarantees or this Indenture.

Section 11.02.   Subordination of Guarantee.

          The  Obligations of each Guarantor under its  Guarantee
pursuant  to this Article 11 shall be junior and subordinated  to
the  Senior Debt of such Guarantor on the same basis as the Notes
are  junior and subordinated to Senior Debt of the Company.   For
the  purposes  of  the foregoing sentence, the  Trustee  and  the
Holders shall have the right to receive and/or retain payments by
any  of  the  Guarantors only at such times as they  may  receive
and/or  retain payments in respect of the Notes pursuant to  this
Indenture, including Article 11 hereof.

Section 11.03.   Execution and Delivery of Guarantee.

          (a)   To  evidence its Guarantee set forth  in  Section
11.01  hereof,  each Guarantor hereby agrees that a  notation  of
such  Guarantee  substantially in the form of  Exhibit  E  hereto
shall  be endorsed by manual or facsimile signature by an Officer
of such Guarantor on each Note authenticated and delivered by the
Trustee  and that this Indenture shall be executed on  behalf  of
such  Guarantor, by manual or facsimile signature, by an  Officer
of such Guarantor.

          (b)   Each  Guarantor hereby agrees that its  Guarantee
set  forth in Section 11.01 hereof shall remain in full force and
effect  notwithstanding any failure to endorse  on  each  Note  a
notation of such Guarantee.

          (c)  If an officer whose signature is on this Indenture
or  on any Guarantee no longer holds that office at the time  the
Trustee  authenticates  the  Note  on  which  such  Guarantee  is
endorsed, such Guarantee shall be valid nevertheless.

          (d)  The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute  due  delivery
of  the  Guarantees set forth in this Indenture on behalf of  the
Guarantors.

          (e)   In  the  event that Blount International  or  the
Company  creates or acquires any new Subsidiaries  subsequent  to
the  date of this Indenture, if required by Section 4.17  hereof,
Blount  International or the Company, as the case may  be,  shall
cause  such  Subsidiaries to execute supplemental  indentures  to
this  Indenture  and Guarantees in accordance with  Section  4.13
hereof and this Article 11, to the extent applicable.

Section 11.04.   Guarantors May Consolidate, Etc., on Certain
            Terms.

          (a)   Except as set forth in Articles 4 and  5  hereof,
nothing  contained  in  this Indenture shall  prohibit  a  merger
between  a Guarantor and another Guarantor or a merger between  a
Guarantor and the Company.

          (b)   No Guarantor shall consolidate with or merge with
or  into  (whether or not such Guarantor is the surviving Person)
or  sell or otherwise dispose of all or substantially all of  its
assets  to,  another  Person (other than the Company  or  another
Guarantor)  unless (i) immediately after giving  effect  to  such
transaction,  no Default exists and (ii) either  (x)  the  Person
formed  by or surviving any such merger or consolidation,  or  to
which  such  sale of assets shall have been made (if  other  than
such  Guarantor)  assumes all the obligations of  such  Guarantor
under  this Indenture, its Guarantee and the Registration  Rights
Agreement  pursuant to a supplemental indenture substantially  in
the  form  of Exhibit F hereto, or (y) the Net Proceeds  of  such
transaction  are applied in accordance with Section 4.10  hereof.
Notwithstanding the foregoing, any Guarantor that is a Subsidiary
of  Blount  International may merge with  another  Subsidiary  of
Blount   International   that  has  no  significant   assets   or
liabilities  and  was  incorporated solely  for  the  purpose  of
reincorporating  such Guarantor in another State  of  the  United
States   so  long  as  the  amount  of  Indebtedness  of   Blount
International  and its Restricted Subsidiaries is  not  increased
thereby.

          (c)   In  the  case of any such consolidation,  merger,
sale  or  conveyance  and upon the assumption  by  the  successor
Person, by supplemental indenture, executed and delivered to  the
Trustee and substantially in the form of Exhibit F hereto, of the
Guarantees  endorsed  upon the Notes and  the  due  and  punctual
performance  of  all  of  the covenants and  conditions  of  this
Indenture to be performed by the Guarantor, such successor Person
shall  succeed to and be substituted for the Guarantor  with  the
same  effect as if it had been named herein as a Guarantor.  Such
successor Person thereupon may cause to be signed any or  all  of
the  Guarantees  to  be endorsed upon all of the  Notes  issuable
hereunder  which theretofore shall not have been  signed  by  the
Company  and delivered to the Trustee.  All of the Guarantees  so
issued shall in all respects have the same legal rank and benefit
under this Indenture as the Guarantees theretofore and thereafter
issued  in accordance with the terms of this Indenture as  though
all  of  such  Guarantees had been issued  at  the  date  of  the
execution hereof.

Section 11.05.   Releases of Guarantees.

          (a)  In the event of (i) a sale or other disposition of
all or substantially all of the assets of any Guarantor that is a
Subsidiary  of  Blount International, or (ii)  a  sale  or  other
disposition of all of the Capital Stock of any Guarantor that  is
a  Subsidiary of Blount International, in each case to  a  Person
that  is  not  (either  before or after  giving  effect  to  such
transaction)  a  Subsidiary of Blount  International,  then  such
Guarantor  shall  be automatically released and relieved  of  any
obligations under this Indenture and its Guarantee; provided that
(i)  the  Net  Proceeds from such sale or other  disposition  are
treated in accordance with the provisions of Section 4.10  hereof
and  (ii)  the Company and Blount International are in compliance
with  all other provisions of this Indenture applicable  to  such
disposition.

          (b)   Upon  the designation of a Guarantor  that  is  a
Subsidiary of Blount International by Blount International as  an
Unrestricted Subsidiary or a Receivables Subsidiary in accordance
with  the  terms  of  this  Indenture, such  Guarantor  shall  be
released and relieved of any obligations under this Indenture and
its Guarantee.

          (c)   In  the  event of the Company's exercise  of  its
option  under  Section  8.01 hereof, each  Guarantor  that  is  a
Subsidiary of Blount International shall be released and relieved
of any obligations under this Indenture and its Guarantee.

          (d)  Upon delivery by the Company to the Trustee of  an
Officers' Certificate to the effect of any of the foregoing,  the
Trustee shall execute any documents reasonably required in  order
to  evidence the release of any Guarantor that is a Subsidiary of
Blount  International from its obligations under  its  Guarantee.
Any  such  Guarantor not released from its obligations under  its
Guarantee  shall remain liable for the full amount  of  principal
of, premium, if any, interest and Additional Interest, if any, on
the  Notes and for the other obligations of such Guarantor  under
this Indenture as provided in this Article 11.

Section 11.06.   Limitation on Guarantor Liability;
            Contribution.

          (a)   For  purposes hereof, each Guarantor's  liability
shall be limited to the lesser of (i) the aggregate amount of the
Obligations of the Company under the Notes and this Indenture and
(ii)  the  maximum amount that will result in the obligations  of
such  Guarantor under its Guarantee not constituting a fraudulent
transfer  or  conveyance under applicable  law  of  any  relevant
jurisdiction;  provided that, it will be  a  presumption  in  any
lawsuit or other proceeding in which a Guarantor is a party  that
the amount guaranteed pursuant to its Guarantee is the amount set
forth  in clause (i) above unless any creditor, or representative
of  creditors  of  such  Guarantor, or debtor  in  possession  or
trustee in bankruptcy of the Guarantor, otherwise proves in  such
a  lawsuit that the aggregate liability of the Guarantor  is  the
amount   set   forth  in  clause  (ii)  above.   In  making   any
determination  as  to solvency or sufficiency  of  capital  of  a
Guarantor in accordance with the previous sentence, the right  of
such Guarantor to contribution from other Guarantors as set forth
below,  and any other rights such Guarantor may have, contractual
or otherwise, shall be taken into account.

          (b)   In  order  to  provide  for  just  and  equitable
contribution  among the Guarantors, the Guarantors  agree,  inter
se,  that in the event any payment or distribution is made by any
Guarantor  (a  "Funding  Guarantor") under  its  Guarantee,  such
Funding  Guarantor shall be entitled to a contribution  from  all
other  Guarantors in a pro rata amount based on the Adjusted  Net
Assets  of  each Guarantor (including the Funding Guarantor)  for
all  payments,  damages  and expenses incurred  by  that  Funding
Guarantor  in discharging the Company's Obligations with  respect
to the Notes or any other Guarantor's obligations with respect to
its Guarantee.


                           ARTICLE 12.
                          MISCELLANEOUS

Section 12.01.   Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or
conflicts  with  the  duties imposed by TIA 318(c),  the  imposed
duties shall control.

Section 12.02.   Notices.

          Any  notice  or  communication by the  Company  or  the
Trustee  to the others is duly given if in writing and  delivered
in Person or mailed by first class mail (registered or certified,
return  receipt requested), telecopier or overnight  air  courier
guaranteeing next day delivery, to the others' address:

          If to the Company or any Guarantor:

          Blount, Inc.
          4520 Executive Park Drive
          Montgomery, Alabama 36116-1602
          Attention:  Richard H. Irving, III
          (Fax:  334-271-8177)
          and John M. Panettiere
          (Fax:  334-271-8177)

          With a copy to:

          Cravath, Swaine & Moore
          Worldwide Plaza
          825 Eighth Avenue
          New York, New York 10019
          Attention:  Kris F. Heinzelman
          (Fax:  212-474-3700)

          If to the Trustee:

          United States Trust Company of New York
          114 West 47th Street, 25th Floor
          Mail Code HQ 25
          New York, New York  10036-1532
          Attention: Corporate Trust Division
          (Fax:  212-852-1626)

          The Company or the Trustee, by notice to the others may
designate   additional  or  different  addresses  for  subsequent
notices or communications.

          All  notices and communications (other than those  sent
to Holders) shall take effect at the time of receipt thereof.

          Any notice or communication to a Holder shall be mailed
by  first  class  mail, certified or registered,  return  receipt
requested,  or  by  overnight air courier guaranteeing  next  day
delivery  to  its  address  shown on the  register  kept  by  the
Registrar. Any notice or communication shall also be so mailed to
any  Person  described in TIA 313(c), to the extent  required  by
the TIA. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to
other Holders.

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

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

          Where this Indenture provides for notice in any manner,
such  notice  may be waived in writing by the Person entitled  to
receive  such notice, either before or after the event, and  such
waiver  shall be the equivalent of such notice. Waivers of notice
by  Noteholders shall be filed with the Trustee, but such  filing
shall  not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

Section 12.03.   Communications by Holders of Notes with Other
            Holders of Notes.

          Holders  may  communicate pursuant to TIA  312(b)  with
other  Holders with respect to their rights under this  Indenture
or  the Notes. The Company, the Trustee, the Registrar and anyone
else shall have the protection of TIA 312(c).

Section 12.04.   Certificate and Opinion as to Conditions
            Precedent.

          Upon  any request or application by the Company to  the
Trustee  to  take  any action under this Indenture,  the  Company
shall furnish to the Trustee:

          (a)   an  Officers' Certificate in form  and  substance
reasonably  satisfactory to the Trustee (which shall include  the
statements  set forth in Section 12.05 hereof) stating  that,  in
the   opinion  of  the  signers,  all  conditions  precedent  and
covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and

          (b)   an  Opinion  of  Counsel in  form  and  substance
reasonably  satisfactory to the Trustee (which shall include  the
statements  set forth in Section 12.05 hereof) stating  that,  in
the  opinion of such counsel, all such conditions precedent  have
been satisfied.

Section  12.05.  Statements Required in Certificate or Opinion.

          Each  certificate or opinion with respect to compliance
with  a  condition  or covenant provided for  in  this  Indenture
(other  than  a  certificate provided pursuant to TIA  314(a)(4))
shall  comply  with  the  provisions  of  TIA  314(e)  and  shall
include:

          (a)    a   statement  that  the  Person   making   such
certificate  or opinion has read such covenant or  condition  and
the definitions relating thereto;

          (b)   a  brief statement as to the nature and scope  of
the  examination  or investigation upon which the  statements  or
opinions contained in such certificate or opinion are based;

          (c)   a  statement that, in the opinion of such Person,
he  or  she  has  made  such examination or investigation  as  is
necessary  to  enable him to express an informed  opinion  as  to
whether or not such covenant or condition has been satisfied; and

          (d)   a  statement as to whether or not, in the opinion
of such Person, such condition or covenant has been satisfied.

Section 12.06.   Rule by Trustee and Agents.

          The Trustee may make reasonable rules for action by  or
at  a  meeting of Holders. The Registrar or Paying Agent may make
reasonable  rules  and  set  reasonable  requirements   for   its
functions.

Section 12.07    No Personal Liability of Directors, Officers,
            Employees and Stockholders.

          No   director,   officer,  employee,  incorporator   or
stockholder of the Company or any Guarantor, as such, shall  have
any   liability  for  any  obligations  of  the  Company  or  the
Guarantors under the Notes, this Indenture, the Guarantees or for
any  claim  based  on,  in respect of,  or  by  reason  of,  such
obligations or their creation. Each Holder of Notes by  accepting
a  Note  waives and releases all such liability. The  waiver  and
release are part of the consideration for issuance of the Notes.

Section 12.08.   Governing Law.

          THE  INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND  BE  USED  TO  CONSTRUE THIS INDENTURE,  THE  NOTES  AND  THE
GUARANTEES.

Section 12.09.   No Adverse Interpretation of Other Agreements.

          This  Indenture may not be used to interpret any  other
indenture,  loan  or  debt  agreement  of  the  Company  or   its
Subsidiaries or of any other Person. Any such indenture, loan  or
debt agreement may not be used to interpret this Indenture.

Section 12.10.   Successors.

          All agreements of the Company in this Indenture and the
Notes  shall bind its successors.  All agreements of the  Trustee
in this Indenture shall bind its successors.

Section 12.11.   Severability.

          In case any provision in this Indenture or in the Notes
shall   be  invalid,  illegal  or  unenforceable,  the  validity,
legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

Section 12.12.   Counterpart Originals.

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

Section 12.13.   Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of
this Indenture and shall in no way modify or restrict any of the
terms or provisions hereof.

                 [Signatures on following pages]


                           SIGNATURES

Dated as of August 19, 1999

                              BLOUNT, INC.


                              By:___________________________________
                                Name:
                                Title:


                              BLOUNT INTERNATIONAL, INC.


                              By:___________________________________
                                Name:
                                Title:


                              BI HOLDINGS CORP.



                              By:___________________________________
                                Name:
                                Title:


                              BENJAMIN F. SHAW COMPANY


                              By:___________________________________
                                Name:
                                Title:


                              BI, L.L.C.
                                   By:  Blount, Inc. as Member of BI, L.L.C.

                                   By:______________________________
                                    Name:
                                    Title:

                                   By:  BI Holdings Corp. as Member of
                                        BI, L.L.C.

                                   By:______________________________
                                    Name:
                                    Title:


                              BLOUNT DEVELOPMENT CORP.


                              By:___________________________________
                               Name:
                               Title:


                              OMARK PROPERTIES, INC.


                              By:___________________________________
                               Name:
                               Title:


                              4520 CORP., INC.


                              By:___________________________________
                               Name:
                               Title:


                              GEAR PRODUCTS, INC.


                              By:___________________________________
                               Name:
                               Title:


                              DIXON INDUSTRIES, INC.


                              By:___________________________________
                               Name:
                               Title:


                              FREDERICK MANUFACTURING CORPORATION


                              By:___________________________________
                               Name:
                               Title:


                              FEDERAL CARTRIDGE COMPANY


                              By:___________________________________
                               Name:
                               Title:


                              SIMMONS OUTDOOR CORPORATION


                              By:___________________________________
                               Name:
                               Title:


                              MOCENPLAZA DEVELOPMENT CORP.


                              By:___________________________________
                               Name:
                               Title:

                              CTR MANUFACTURING, INC.


                              By:___________________________________
                               Name:
                               Title:


UNITED STATES TRUST COMPANY OF NEW YORK,
  as Trustee



By: _________________________________________
  Name:
  Title:
                           EXHIBIT A1
                         (Face of Note)



                                            CUSIP/CINS  095173AD2

             13% Senior Subordinated Notes due 2009

No. ___                                                $_________

                          BLOUNT, INC.

     promises to pay to _____________________________________

     or registered assigns,

     the principal sum of ___________________________________

     Dollars on August 1, 2009.

     Interest Payment Dates:  August 1 and February 1.

     Record Dates:  July 15 and January 15.

                              Dated:  [______________]

                              BLOUNT, INC.


                              By:
                                 Name:
                                 Title:


                              By:
                                 Name:
                                 Title:
This is one of the [Global]
Notes referred to in the

within-mentioned Indenture:

Dated:  ______________

UNITED STATES TRUST COMPANY OF NEW YORK,
   as Trustee


By:
   Name:
   Title:


                         (Back of Note)
             13% Senior Subordinated Notes due 2009

[THIS  GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED  IN  THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR  THE
BENEFIT  OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE
MAY  MAKE  SUCH NOTATIONS HEREON AS MAY BE REQUIRED  PURSUANT  TO
SECTION  2.06  OF  THE INDENTURE, (II) THIS GLOBAL  NOTE  MAY  BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE  INDENTURE,  (III) THIS GLOBAL NOTE MAY BE DELIVERED  TO  THE
TRUSTEE  FOR  CANCELLATION  PURSUANT  TO  SECTION  2.11  OF   THE
INDENTURE  AND  (IV)  THIS GLOBAL NOTE MAY BE  TRANSFERRED  TO  A
SUCCESSOR  DEPOSITARY  WITH  THE PRIOR  WRITTEN  CONSENT  OF  THE
COMPANY.]1

THE  NOTES  EVIDENCED HEREBY HAVE NOT BEEN REGISTERED  UNDER  THE
SECURITIES  ACT  OF 1933, AS AMENDED (THE "SECURITIES  ACT"),  OR
OTHER  SECURITIES  LAWS. NEITHER THIS NOTE NOR  ANY  INTEREST  OR
PARTICIPATION   HEREIN   MAY   BE  REOFFERED,   SOLD,   ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN  THE
ABSENCE  OF  SUCH REGISTRATION UNLESS THE TRANSACTION  IS  EXEMPT
FROM,  OR  NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS  OF  THE
SECURITIES  ACT.  THE HOLDER OF THIS SECURITY BY  ITS  ACCEPTANCE
HEREOF  (1)  REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR  (B)
IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN "OFFSHORE
TRANSACTION"  PURSUANT  TO RULE 904 OF  REGULATION  S  UNDER  THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE
WHICH  IS  TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED
BY  RULE  144(k)  UNDER  THE  SECURITIES  ACT  OR  ANY  SUCCESSOR
PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE  DATE
HEREOF  (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST  DAY  ON
WHICH  THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE  OWNER
OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER
DATE,  IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE  "RESALE
RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER
THIS  NOTE  EXCEPT  (A)  TO  THE  COMPANY,  (B)  PURSUANT  TO   A
REGISTRATION  STATEMENT WHICH HAS BEEN DECLARED  EFFECTIVE  UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE  PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES
IS  A  "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED  IN  RULE  144A
UNDER  THE  SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT  OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A
INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-
U.S.  PERSONS  THAT  OCCUR OUTSIDE THE UNITED STATES  WITHIN  THE
MEANING  OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT
TO   ANY   OTHER   AVAILABLE  EXEMPTION  FROM  THE   REGISTRATION
REQUIREMENTS  OF THE SECURITIES ACT AND (3) AGREES THAT  IT  WILL
GIVE  TO  EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED  A  NOTICE
SUBSTANTIALLY  TO  THE EFFECT OF THIS LEGEND; PROVIDED  THAT  THE
COMPANY,  THE  TRUSTEE, AND THE REGISTRAR SHALL  HAVE  THE  RIGHT
PRIOR  TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE
(D)  OR  (E)  TO REQUIRE THE DELIVERY OF AN OPINION  OF  COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY  TO  EACH  OF
THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT  A
CERTIFICATION OF TRANSFER IN THE FORM APPEARING IN THE  INDENTURE
GOVERNING  THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR
TO  THE TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN,  THE  TERMS "OFFSHORE TRANSACTION," "UNITED  STATES"  AND
"U.S.  PERSON"  HAVE THE MEANINGS GIVEN TO THEM BY  REGULATION  S
UNDER THE SECURITIES ACT.
--------------
1 This paragraph should be included only if the Note is issued in
  global form.
--------------
          Capitalized  terms used herein shall have the  meanings
assigned  to  them  in  the Indenture referred  to  below  unless
otherwise indicated.

          1.    Interest.   Blount, Inc., a Delaware  corporation
("Blount"  or  the "Company"), promises to pay  interest  on  the
principal  amount of this Note at 13% per annum from  August  19,
1999 until maturity and shall pay the Additional Interest payable
pursuant  to  Section  5  of  the Registration  Rights  Agreement
referred  to below. The Company will pay interest and  Additional
Interest,  if any, semi-annually on February 1 and  August  1  of
each  year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an "Interest Payment Date"),  with
the  same  force  and  effect as if made on  the  date  for  such
payment.  Interest on the Notes will accrue from the most  recent
date  to which interest has been paid or, if no interest has been
paid,  from  the date of issuance; provided that if there  is  no
existing Default in the payment of interest, and if this Note  is
authenticated  between  a record date referred  to  on  the  face
hereof  and  the next succeeding Interest Payment Date,  interest
shall  accrue  from such next succeeding Interest  Payment  Date;
provided, further, that the first Interest Payment Date shall  be
February 1, 2000 Interest will be computed on the basis of a 360-
day year of twelve 30-day months.

     2.    Method  of Payment.  The Company will pay interest  on
the Notes (except defaulted interest) and Additional Interest  to
the  Persons who are registered Holders of Notes at the close  of
business  on  the  January 1 or July 15 next (whether  or  not  a
Business Day) preceding the Interest Payment Date, even  if  such
Notes  are canceled after such record date and on or before  such
Interest Payment Date. The Notes will be payable as to principal,
premium  and  Additional Interest, if any, and  interest  at  the
office  or  agency  of the Company maintained  for  such  purpose
within  The City and State of New York, or, at the option of  the
Company, payment of interest and Additional Interest may be  made
by  check  mailed to the Holders at their addresses set forth  in
the  register of Holders; provided that payment by wire  transfer
of  immediately available funds will be required with respect  to
principal  of  and interest, premium and Additional Interest,  if
any,  on,  all  Global Notes and all other Notes the  Holders  of
which  shall  have  provided wire transfer  instructions  to  the
Company or the Paying Agent.  Such payment shall be in such  coin
or  currency  of the United States of America as at the  time  of
payment is legal tender for payment of public and private debts.

     3.    Paying Agent and Registrar.  Initially, United  States
Trust Company of New York, the Trustee under the Indenture,  will
act  as  Paying Agent and Registrar. The Company may  change  any
Paying  Agent  or  Registrar without notice to  any  Holder.  The
Company or any of its Subsidiaries may act in any such capacity.

     4.   Indenture; Subordination.  The Company issued the Notes
under  an Indenture dated as of August 19, 1999 (the "Indenture")
among  the Company, the Guarantors named therein and the Trustee.
The  terms of the Notes include those stated in the Indenture and
those  made  part  of  the Indenture by reference  to  the  Trust
Indenture  Act  of 1939, as amended (15 U.S. Code  77aaa-77bbbb).
The Notes are subject to all such terms, and Holders are referred
to  the  Indenture and the TIA for a statement of such terms.  To
the  extent any provision of this Note conflicts with the express
provisions  of  the Indenture, the provisions  of  the  Indenture
shall  govern  and be controlling. The Notes issuable  under  the
Indenture  are obligations of the Company limited to $450,000,000
in  aggregate principal amount, plus amounts, if any,  issued  to
pay  Additional  Interest on outstanding Notes as  set  forth  in
Paragraph 2 hereof.

      The  Notes  are  subordinated in right of payment,  in  the
manner and to the extent set forth in the Indenture, to the prior
payment  in full in cash or Cash Equivalents of all Senior  Debt,
whether  outstanding on the date of the Indenture  or  thereafter
created,  incurred,  assumed or guaranteed.   The  Guarantees  in
respect of the Notes will be subordinated in right of payment, in
the  manner and to the extent set forth in the Indenture, to  the
prior  payment in full in cash or Cash Equivalents of all  Senior
Debt  of each Guarantor, whether outstanding on the date  of  the
Indenture  or thereafter created, incurred assumed or guaranteed.
Each  Holder by its acceptance hereof agrees to be bound by  such
provisions  and authorizes and expressly directs the Trustee,  on
its  behalf,  to  take  such  action  as  may  be  necessary   or
appropriate to effectuate the subordination provided for  in  the
Indenture and appoints the Trustee its attorney-in-fact for  such
purposes.

     5.   Optional Redemption.
          (a)   Except  as  set  forth  in  clause  (b)  of  this
paragraph  5, the Notes shall not be redeemable at the  Company's
option  prior to August 1, 2004. Thereafter, the Notes  shall  be
subject  to redemption at any time at the option of the  Company,
in whole or in part, upon not less than 30 nor more than 60 days'
notice,  at  the  redemption prices (expressed as percentages  of
principal  amount)  set  forth  below  plus  accrued  and  unpaid
interest  and  Additional  Interest  thereon,  if  any,  to   the
applicable  redemption date, if redeemed during the  twelve-month
period beginning on August 1 of the years indicated below:

         Year                                    Percentage
         ----                                    ----------
         2004                                    106.500%
         2005                                    104.333%
         2006                                    102.167%
         2007 and thereafter                     100.000%

          (b)   Notwithstanding the foregoing,  on  or  prior  to
August  1,  2002,  the Company may on any one or  more  occasions
redeem  up to an aggregate of 35% of the Notes originally  issued
at  a  redemption price of 113% of the principal amount  thereof,
plus accrued and unpaid interest and Additional Interest thereon,
if  any,  to the redemption date (subject to the right of Holders
of  record on the relevant record date to receive interest due on
the  relevant interest payment date), with the net cash  proceeds
of  one  or more Equity Offerings by the Company or the net  cash
proceeds  of one or more Equity Offerings by Blount International
that  are  contributed to the Company as common  equity  capital;
provided that at least 65% of the Notes originally issued  remain
outstanding  immediately  after  the  occurrence  of  each   such
redemption  (excluding  Notes held by Blount  International,  the
Company and their Subsidiaries); and provided, further, that  any
such  redemption  must occur within 90 days of the  date  of  the
closing of such Equity Offering.

     6.   Mandatory Redemption.
          Except  as set forth in paragraph 7 below, the  Company
shall not be required to make mandatory redemption payments  with
respect to the Notes.

     7.   Repurchase At Option Of Holder.
          (a)  If there is a Change of Control, the Company shall
be  required  to make an offer (a "Change of Control  Offer")  to
repurchase  all  or  any  part (equal to $1,000  or  an  integral
multiple  thereof)  of each Holder's Notes at  a  purchase  price
equal  to 101% of aggregate principal amount thereof plus accrued
and  unpaid interest and Additional Interest thereon, if any,  to
the  date  of  purchase (in either case, the "Change  of  Control
Payment").   Within 30 days following any Change of Control,  the
Company  shall  mail a notice to each Holder  setting  forth  the
procedures  governing the Change of Control Offer as required  by
the Indenture.

          (b)    If   the   Company  or  any  of  its  Restricted
Subsidiaries  consummates  any Asset Sales,  when  the  aggregate
amount  of Excess Proceeds exceeds $20,000,000, the Company  will
be  required  to make an offer to all Holders of  Notes  and  any
other Indebtedness that ranks pari passu with the Notes that,  by
its  terms,  requires  the Company to offer  to  repurchase  such
Indebtedness  with such Excess Proceeds (an "Asset Sale  Offer"),
to  purchase the maximum principal amount of Notes and such other
pari  passu Indebtedness that may be purchased out of the  Excess
Proceeds, at an offer price in cash in an amount equal to 100% of
the  principal  amount  of  Notes and other  Indebtedness  to  be
purchased   or  the  lessor  amount  required  under   agreements
governing  such  other  Indebtedness,  plus  accrued  and  unpaid
interest  and  Additional  Interest,  if  any,  to  the  date  of
purchase,  in  accordance with the procedures set  forth  in  the
Indenture.  To the extent that the aggregate amount of  Notes  or
pari  passu Indebtedness tendered pursuant to an Asset Sale Offer
is  less than the Excess Proceeds, the Company may use any Excess
Proceeds for any purpose not prohibited by the Indenture. If  the
aggregate  principal amount of Notes or pari  passu  Indebtedness
surrendered  by  Holders thereof exceeds  the  amount  of  Excess
Proceeds, the Trustee shall select the Notes to be purchased on a
pro  rata  basis.  Holders of Notes that are the  subject  of  an
offer  to  purchase  will receive an Asset Sale  Offer  from  the
Company prior to any related purchase date and may elect to  have
such  Notes purchased by completing the form entitled "Option  of
Holder to Elect Purchase" on the reverse of the Notes.

     8.    Notice  Of  Redemption. Notice of redemption  will  be
mailed  at  least  30 days but not more than 60 days  before  the
redemption date to each Holder whose Notes are to be redeemed  at
its registered address. Notes in denominations larger than $1,000
may  be  redeemed in part but only in whole multiples of  $1,000,
unless  all of the Notes held by a Holder are to be redeemed.  On
and  after the redemption date interest ceases to accrue on Notes
or portions thereof called for redemption.

     9.    Denominations, Transfer, Exchange. The  Notes  are  in
registered  form without coupons in denominations of  $1,000  and
integral  multiples  of  $1,000. The transfer  of  Notes  may  be
registered  and  Notes  may  be  exchanged  as  provided  in  the
Indenture.  The Registrar and the Trustee may require  a  Holder,
among  other  things,  to  furnish appropriate  endorsements  and
transfer  documents and the Company may require a Holder  to  pay
any taxes and fees required by law or permitted by the Indenture.
The  Company  need not exchange or register the transfer  of  any
Note or portion of a Note selected for redemption, except for the
unredeemed portion of any Note being redeemed in part.  Also,  it
need  not  exchange or register the transfer of any Notes  for  a
period  of 15 days before a selection of Notes to be redeemed  or
during  the  period  between a record date and the  corresponding
Interest Payment Date.

     10.  Persons Deemed Owners.  The registered Holder of a Note
may be treated as its owner for all purposes.

     11.   Amendment, Supplement And Waiver.  Subject to  certain
exceptions,  the  Indenture  or  the  Notes  may  be  amended  or
supplemented  with  the  consent of the Holders  of  at  least  a
majority  in principal amount of the then outstanding Notes,  and
any  existing  default or compliance with any  provision  of  the
Indenture  or  the Notes may be waived with the  consent  of  the
Holders of a majority in principal amount of the then outstanding
Notes. Without the consent of any Holder of a Note, the Indenture
or  the  Notes  may  be  amended  or  supplemented  to  cure  any
ambiguity, defect or inconsistency, to provide for uncertificated
Notes  in  addition  to  or in place of  certificated  Notes,  to
provide  for  the  assumption  of the  Company's  obligations  to
Holders of the Notes in case of a merger or consolidation or sale
of  all  or substantially all of the Company's assets, to provide
for  the  assumption  of  Blount International's  obligations  to
Holders  of Notes in respect of the Guarantees in the case  of  a
merger  or consolidation or sale of all or substantially  all  of
Blount  International's assets, to make  any  change  that  would
provide any additional rights or benefits to the Holders  of  the
Notes  or  any  other change that does not adversely  affect  the
legal  rights  under  the Indenture of  any  such  Holder  or  to
surrender any right or power conferred upon the Company or Blount
International, to provide for the issuance of Additional Notes in
accordance with the Indenture, or to comply with the requirements
of   the   Commission  in  order  to  effect  or   maintain   the
qualification of the Indenture under the Trust Indenture Act.

     12.  Defaults And Remedies. An "Event of Default" occurs if:
(i)  the Company defaults in the payment when due of interest on,
or  Additional Interest, if any, with respect to, the  Notes  and
such  default  continues for a period of 30 days whether  or  not
prohibited  by  Article  10 of the Indenture;  (ii)  the  Company
defaults  in the payment when due of the principal of or premium,
if  any, on the Notes whether or not prohibited by Article 10  of
the   Indenture;  (iii)  Blount  International  or  any  of   its
Restricted  Subsidiaries fails to purchase any of  the  Notes  as
required  under  the provisions of Section 4.10 or  4.15  of  the
Indenture, or comply with the provisions of Section 5.01  of  the
Indenture;  (iv)  Blount International or any of  its  Restricted
Subsidiaries fails to comply with the provisions of Sections 4.10
(other  than  a  failure to purchase Notes), 4.15 (other  than  a
failure  to  purchase Notes), 4.07 and 4.09  for  30  days  after
notice  of  such failure has been given; (v) Blount International
or any of its Restricted Subsidiaries fails to observe or perform
any  other agreements in the Indenture or the Notes for  60  days
after  notice  of  such failure has been given;  (vi)  a  default
occurs  under any mortgage, indenture or instrument  under  which
there may be issued or by which there may be secured or evidenced
any  Indebtedness  for money borrowed by Blount International  or
any  of its Significant Subsidiaries (or the payment of which  is
guaranteed  by  Blount International or any  of  its  Significant
Subsidiaries), whether such Indebtedness or guarantee now exists,
or  is  created after the Issue Date, which default (A) is caused
by  a  failure  to  pay principal of such Indebtedness  at  final
maturity and after giving effect to the applicable grace  period,
if any, provided in such Indebtedness on the date of such default
(a "Payment Default"), or (B) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the
principal  amount  of  such  Indebtedness,  together   with   the
principal amount of any other such Indebtedness under which there
has  been a Payment Default or the maturity of which has been  so
accelerated, aggregates without duplication $25,000,000 or  more;
(vii) Blount International or any of its Significant Subsidiaries
fails   to   pay  final  judgments  aggregating  in   excess   of
$25,000,000, which judgments are not paid, discharged  or  stayed
for  a  period of 60 consecutive days; (viii) except as permitted
by  the  Indenture,  if  any Guarantee is held  in  any  judicial
proceeding to be unenforceable or invalid or shall cease for  any
reason (other than in accordance with the terms of such Guarantee
and  the  Indenture)  to  be in full  force  and  effect  or  any
Guarantor,  or  if any Person acting on behalf of any  Guarantor,
shall deny or disaffirm its obligations under its Guarantee;  and
(ix)  certain events of bankruptcy or insolvency with respect  to
Blount International or any of its Significant Subsidiaries.

     In  the  case  of an Event of Default arising  from  certain
events  of  bankruptcy  or insolvency,  with  respect  to  Blount
International or the Company, all outstanding Notes  will  become
due  and payable without further action or notice.  If any  other
Event  of  Default occurs and is continuing, the Trustee  or  the
Holders  of  at  least  25%  in  principal  amount  of  the  then
outstanding Notes may declare all the Notes to be due and payable
immediately, provided that so long as any Indebtedness  permitted
to  be incurred pursuant to the Indebtedness under the New Credit
Facilities  shall be outstanding, the acceleration shall  not  be
effective  until  the  earlier of  (i)  an  acceleration  of  any
Indebtedness  under  the  New  Credit  Facilities  or  (ii)  five
Business  Days after receipt by the Company of written notice  of
the  acceleration  of the Notes.  Holders of the  Notes  may  not
enforce  the  Indenture or the Notes except as  provided  in  the
Indenture. Subject to certain limitations, Holders of a  majority
in  principal amount of the then outstanding Notes may direct the
Trustee  in  its exercise of any trust or power. The Trustee  may
withhold  from  Holders  of the Notes notice  of  any  continuing
Default (except a Default relating to the payment of principal or
interest)  if it determines that withholding notice is  in  their
interest.

     In  the case of any Event of Default occurring by reason  of
any  willful action (or inaction) taken (or not taken) by  or  on
behalf  of the Company with the intention of avoiding payment  of
the premium that the Company would have had to pay if the Company
then  had  elected to redeem the Notes pursuant to  the  optional
redemption  provisions  of the Indenture, an  equivalent  premium
shall  also  become  and be immediately due and  payable  to  the
extent permitted by law upon the acceleration of the Notes. If an
Event of Default occurs prior to August 1, 2004 by reason of  any
willful action (or inaction) taken (or not taken) by or on behalf
of  the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to August 1, 2004, then the premium
specified in the Indenture shall also become immediately due  and
payable  to the extent permitted by law upon the acceleration  of
the Notes.

     The  Holders of a majority in aggregate principal amount  of
the Notes then outstanding by notice to the Trustee may on behalf
of the Holders of all of the Notes waive any existing Default and
its  consequences under the Indenture except a continuing Default
in  the  payment of interest or Additional Interest  on,  or  the
principal of, the Notes.

     The Company is required to deliver to the Trustee annually a
statement  regarding  compliance  with  the  Indenture,  and  the
Company  is required upon becoming aware of any Default or  Event
of Default, to deliver to the Trustee a statement specifying such
Default or Event of Default.

     13.   Trustee  Dealings With Company.  The Trustee,  in  its
individual  or  any  other capacity, may make  loans  to,  accept
deposits  from,  and  perform services for  the  Company  or  its
Affiliates,  and  may  otherwise deal with  the  Company  or  its
Affiliates, as if it were not the Trustee.

     14.   No  Recourse  Against Others.   A  director,  officer,
employee, incorporator or stockholder, of the Company,  as  such,
shall  not have any liability for any obligations of the  Company
under  the Notes or the Indenture or for any claim based  on,  in
respect  of, or by reason of, such obligations or their creation.
Each  Holder  by  accepting a Note waives and releases  all  such
liability.  The waiver and release are part of the  consideration
for the issuance of the Notes.

     15.   Authentication.  This Note shall not  be  valid  until
authenticated  by  the  manual signature of  the  Trustee  or  an
authenticating agent.

     16.  Abbreviations.  Customary abbreviations may be used  in
the  name of a Holder or an assignee, such as: TEN COM (= tenants
in  common),  TEN ENT (= tenants by the entireties),  JT  TEN  (=
joint  tenants with right of survivorship and not as  tenants  in
common),  CUST  (=  Custodian), and U/G/M/A (= Uniform  Gifts  to
Minors Act).

     17.   Additional  Rights Of Holders Of  Transfer  Restricted
Securities.   In addition to the rights provided  to  Holders  of
Notes  under  the  Indenture, Holders of  Transferred  Restricted
Securities   shall  have  all  the  rights  set  forth   in   the
Registration Rights Agreement dated as of August 19, 1999 between
the  Company and the parties named on the signature pages thereof
(the "Registration Rights Agreement").

     18.    CUSIP   Numbers.    Pursuant  to   a   recommendation
promulgated  by  the Committee on Uniform Security Identification
Procedures,  the  Company  has caused  CUSIP,  CINS  and/or  ISIN
numbers to be printed on the Notes and the Trustee may use CUSIP,
CINS   and/or  ISIN  numbers  in  notices  of  redemption  as   a
convenience  to  Holders. No representation is  made  as  to  the
accuracy  of  such numbers either as printed on the Notes  or  as
contained in any notice of redemption and reliance may be  placed
only on the other identification numbers placed thereon.

     19.   Governing Law.  The internal law of the State  of  New
York shall govern and be used to construe this Note.

     The  Company will furnish to any Holder upon written request
and   without  charge  a  copy  of  the  Indenture   and/or   the
Registration Rights Agreement. Requests may be made to:

               Blount, Inc.
               4520 Executive Park Drive
               Montgomery, Alabama 36116-1602
               Attention:  Richard H. Irving, III
               (Fax:  334-271-8177)
               and John M. Panettiere
               (Fax:  334-271-8177)


                         ASSIGNMENT FORM

     To assign this Note, fill in the form below:  (I) or (we)
assign and transfer this Note to

_________________________________________________________________
          (Insert assignee's soc. sec. or tax I.D. no.)

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint _________________________________________
to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
_________________________________________________________________

Date:

                              Your Signature:____________________
                              (Sign exactly as your name
                              appears on the face of this Note)

                              Tax Identification No.:____________

                              SIGNATURE GUARANTEE:

                              ___________________________________


                              Signatures must be guaranteed by an
                              "eligible guarantor institution"
                              meeting the requirements of the
                              Registrar, which requirements
                              include membership or participation
                              in the Security Transfer Agent
                              Medallion Program ("STAMP") or such
                              other "signature guarantee program"
                              as may be determined by the
                              Registrar in addition to, or in
                              substitution for, STAMP, all in
                              accordance with the Securities
                              Exchange Act of 1934, as amended.



               Option of Holder to Elect Purchase

     If  you  want  to elect to have this Note purchased  by  the
Company pursuant to Section 4.10 or 4.15 of the Indenture,  check
the box below:
      _                          _
     |_| Section 4.10           |_|  Section 4.15

     If you want to elect to have only part of the Note purchased
by  the  Company pursuant to Section 4.10 or Section 4.15 of  the
Indenture,   state  the  amount  you  elect  to  have  purchased:
$______________

Date:___________              Your Signature:____________________
                              (Sign exactly as your name appears
                              on the Note)

                              Tax Identification No.:____________




                              SIGNATURE GUARANTEE:


                              ___________________________________


                              Signatures must be guaranteed by an
                              "eligible guarantor institution"
                              meeting the requirements of the
                              Registrar, which requirements
                              include membership or participation
                              in the Security Transfer Agent
                              Medallion Program ("STAMP") or such
                              other "signature guarantee program"
                              as may be determined by the
                              Registrar in addition to, or in
                              substitution for, STAMP, all in
                              accordance with the Securities
                              Exchange Act of 1934, as amended.



     SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE2

     The following exchanges of a part of this Global Note for an
interest  in  another  Global Note or for a Definitive  Note,  or
exchanges of a part of another Global Note or Definitive Note for
an interest in this Global Note, have been made:

                                       Principal
                                       Amount of
                                       this Global   Signature
             Amount of    Amount of    Note          of
             decrease in  increase in  following     authorized
             Principal    Principal    such          officer of
             Amount of    Amount of    decrease      Trustee or
Date of      this Global  this Global  (or           Note
Exchange     Note         Note         increase)     Custodian
------------ ------------ ------------ ------------- ----------














---------
2 This should be included only if the Note is issued in global form.
---------






                           EXHIBIT A2
          (Face of Regulation S Temporary Global Note)



                                            CUSIP/CINS  409288AA6

             13% Senior Subordinated Notes due 2009

No. ___                                                $_________

                          BLOUNT, INC.

     promises to pay to _________________________________________

     or registered assigns,

     the principal sum of _______________________________________

     Dollars on August 1, 2009.

     Interest Payment Dates:  August 1 and February 1.

     Record Dates:  July 15 and  January 15.

                              Dated:  [______________]

                              BLOUNT, INC.


                              By:_______________________________
                                 Name:
                                 Title:


                              By:_______________________________
                                 Name:
                                 Title:
This is one of the [Global]
Notes referred to in the

within-mentioned Indenture:

Dated:  ______________

UNITED STATES TRUST COMPANY OF NEW YORK,
  as Trustee


By:___________________________
  Name:
  Title:


          (Back of Regulation S Temporary Global Note)
             13% Senior Subordinated Notes due 2009

THE  RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE,
AND  THE  CONDITIONS AND PROCEDURES GOVERNING  ITS  EXCHANGE  FOR
CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN).   NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS  OF  THIS
REGULATION  S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO  RECEIVE
PAYMENT OF INTEREST HEREON.

[THIS  GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED  IN  THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR  THE
BENEFIT  OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE
MAY  MAKE  SUCH NOTATIONS HEREON AS MAY BE REQUIRED  PURSUANT  TO
SECTION  2.06  OF  THE INDENTURE, (II) THIS GLOBAL  NOTE  MAY  BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE  INDENTURE,  (III) THIS GLOBAL NOTE MAY BE DELIVERED  TO  THE
TRUSTEE  FOR  CANCELLATION  PURSUANT  TO  SECTION  2.11  OF   THE
INDENTURE  AND  (IV)  THIS GLOBAL NOTE MAY BE  TRANSFERRED  TO  A
SUCCESSOR  DEPOSITARY  WITH  THE PRIOR  WRITTEN  CONSENT  OF  THE
COMPANY.]1

THE  NOTES  EVIDENCED HEREBY HAVE NOT BEEN REGISTERED  UNDER  THE
SECURITIES  ACT  OF 1933, AS AMENDED (THE "SECURITIES  ACT"),  OR
OTHER  SECURITIES  LAWS. NEITHER THIS NOTE NOR  ANY  INTEREST  OR
PARTICIPATION   HEREIN   MAY   BE  REOFFERED,   SOLD,   ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN  THE
ABSENCE  OF  SUCH REGISTRATION UNLESS THE TRANSACTION  IS  EXEMPT
FROM,  OR  NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS  OF  THE
SECURITIES  ACT.  THE HOLDER OF THIS SECURITY BY  ITS  ACCEPTANCE
HEREOF  (1)  REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR  (B)
IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN "OFFSHORE
TRANSACTION"  PURSUANT  TO RULE 904 OF  REGULATION  S  UNDER  THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE
WHICH  IS  TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED
BY  RULE  144(k)  UNDER  THE  SECURITIES  ACT  OR  ANY  SUCCESSOR
PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE  DATE
HEREOF  (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST  DAY  ON
WHICH  THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE  OWNER
OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER
DATE,  IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE  "RESALE
RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER
THIS  NOTE  EXCEPT  (A)  TO  THE  COMPANY,  (B)  PURSUANT  TO   A
REGISTRATION  STATEMENT WHICH HAS BEEN DECLARED  EFFECTIVE  UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE  PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES
IS  A  "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED  IN  RULE  144A
UNDER  THE  SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT  OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A
INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-
U.S.  PERSONS  THAT  OCCUR OUTSIDE THE UNITED STATES  WITHIN  THE
MEANING  OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT
TO   ANY   OTHER   AVAILABLE  EXEMPTION  FROM  THE   REGISTRATION
REQUIREMENTS  OF THE SECURITIES ACT AND (3) AGREES THAT  IT  WILL
GIVE  TO  EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED  A  NOTICE
SUBSTANTIALLY  TO  THE EFFECT OF THIS LEGEND; PROVIDED  THAT  THE
COMPANY,  THE  TRUSTEE, AND THE REGISTRAR SHALL  HAVE  THE  RIGHT
PRIOR  TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE
(D)  OR  (E)  TO REQUIRE THE DELIVERY OF AN OPINION  OF  COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY  TO  EACH  OF
THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT  A
CERTIFICATION OF TRANSFER IN THE FORM APPEARING IN THE  INDENTURE
GOVERNING  THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR
TO  THE TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN,  THE  TERMS "OFFSHORE TRANSACTION," "UNITED  STATES"  AND
"U.S.  PERSON"  HAVE THE MEANINGS GIVEN TO THEM BY  REGULATION  S
UNDER THE SECURITIES ACT.
----------------
1 This paragraph should be included only if the Note is issued in
  global form.
----------------


          Capitalized  terms used herein shall have the  meanings
assigned  to  them  in  the Indenture referred  to  below  unless
otherwise indicated.

     1.     Interest.   Blount,  Inc.,  a  Delaware   corporation
("Blount"  or  the "Company"), promises to pay  interest  on  the
principal  amount of this Note at 13% per annum from  August  19,
1999 until maturity and shall pay the Additional Interest payable
pursuant  to  Section  5  of  the Registration  Rights  Agreement
referred  to below. The Company will pay interest and  Additional
Interest,  if any, semi-annually on February 1 and  August  1  of
each  year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an "Interest Payment Date"),  with
the  same  force  and  effect as if made on  the  date  for  such
payment.  Interest on the Notes will accrue from the most  recent
date  to which interest has been paid or, if no interest has been
paid,  from  the date of issuance; provided that if there  is  no
existing Default in the payment of interest, and if this Note  is
authenticated  between  a record date referred  to  on  the  face
hereof  and  the next succeeding Interest Payment Date,  interest
shall  accrue  from such next succeeding Interest  Payment  Date;
provided, further, that the first Interest Payment Date shall  be
February  1, 2000.  Interest will be computed on the basis  of  a
360-day year of twelve 30-day months.

      Until  this Regulation S Temporary Global Note is exchanged
for  one or more Regulation S Permanent Global Notes, the  Holder
hereof  shall  not  be entitled to receive payments  of  interest
hereon;  until so exchanged in full, this Regulation S  Temporary
Global  Note shall in all other respects be entitled to the  same
benefits as other Notes under the Indenture.

     2.    Method  of Payment.  The Company will pay interest  on
the Notes (except defaulted interest) and Additional Interest  to
the  Persons who are registered Holders of Notes at the close  of
business  on  the January 15 or July 15 next (whether  or  not  a
Business Day) preceding the Interest Payment Date, even  if  such
Notes  are canceled after such record date and on or before  such
Interest Payment Date. The Notes will be payable as to principal,
premium  and  Additional Interest, if any, and  interest  at  the
office  or  agency  of the Company maintained  for  such  purpose
within  The City and State of New York, or, at the option of  the
Company, payment of interest and Additional Interest may be  made
by  check  mailed to the Holders at their addresses set forth  in
the  register of Holders; provided that payment by wire  transfer
of  immediately available funds will be required with respect  to
principal  of  and interest, premium and Additional Interest,  if
any,  on,  all  Global Notes and all other Notes the  Holders  of
which  shall  have  provided wire transfer  instructions  to  the
Company or the Paying Agent.  Such payment shall be in such  coin
or  currency  of the United States of America as at the  time  of
payment is legal tender for payment of public and private debts.

     3.    Paying Agent and Registrar.  Initially, United  States
Trust Company of New York, the Trustee under the Indenture,  will
act  as  Paying Agent and Registrar. The Company may  change  any
Paying  Agent  or  Registrar without notice to  any  Holder.  The
Company or any of its Subsidiaries may act in any such capacity.

     4.   Indenture; Subordination.  The Company issued the Notes
under  an Indenture dated as of August 19, 1999 (the "Indenture")
among  the Company, the Guarantors named therein and the Trustee.
The  terms of the Notes include those stated in the Indenture and
those  made  part  of  the Indenture by reference  to  the  Trust
Indenture  Act  of 1939, as amended (15 U.S. Code  77aaa-77bbbb).
The Notes are subject to all such terms, and Holders are referred
to  the  Indenture and the TIA for a statement of such terms.  To
the  extent any provision of this Note conflicts with the express
provisions  of  the Indenture, the provisions  of  the  Indenture
shall  govern  and be controlling. The Notes issuable  under  the
Indenture  are obligations of the Company limited to $450,000,000
in  aggregate principal amount, plus amounts, if any,  issued  to
pay  Additional  Interest on outstanding Notes as  set  forth  in
Paragraph 2 hereof.

           The Notes are subordinated in right of payment, in the
manner and to the extent set forth in the Indenture, to the prior
payment  in full in cash or Cash Equivalents of all Senior  Debt,
whether  outstanding on the date of the Indenture  or  thereafter
created,  incurred,  assumed or guaranteed.   The  Guarantees  in
respect of the Notes will be subordinated in right of payment, in
the  manner and to the extent set forth in the Indenture, to  the
prior  payment in full in cash or Cash Equivalents of all  Senior
Debt  of each Guarantor, whether outstanding on the date  of  the
Indenture  or thereafter created, incurred assumed or guaranteed.
Each  Holder by its acceptance hereof agrees to be bound by  such
provisions  and authorizes and expressly directs the Trustee,  on
its  behalf,  to  take  such  action  as  may  be  necessary   or
appropriate to effectuate the subordination provided for  in  the
Indenture and appoints the Trustee its attorney-in-fact for  such
purposes.

     5.   Optional Redemption.
          (a)   Except  as  set  forth  in  clause  (b)  of  this
paragraph  5, the Notes shall not be redeemable at the  Company's
option  prior to August 1, 2004. Thereafter, the Notes  shall  be
subject  to redemption at any time at the option of the  Company,
in whole or in part, upon not less than 30 nor more than 60 days'
notice,  at  the  redemption prices (expressed as percentages  of
principal  amount)  set  forth  below  plus  accrued  and  unpaid
interest  and  Additional  Interest  thereon,  if  any,  to   the
applicable  redemption date, if redeemed during the  twelve-month
period beginning on August 1 of the years indicated below:


         Year                                    Percentage
         ----                                    ----------
         2004                                    106.500%
         2005                                    104.333%
         2006                                    102.167%
         2007 and thereafter                     100.000%

          (b)   Notwithstanding the foregoing,  on  or  prior  to
August  1,  2002,  the Company may on any one or  more  occasions
redeem  up to an aggregate of 35% of the Notes originally  issued
at  a  redemption price of 113% of the principal amount  thereof,
plus accrued and unpaid interest and Additional Interest thereon,
if  any,  to the redemption date (subject to the right of Holders
of  record on the relevant record date to receive interest due on
the  relevant interest payment date), with the net cash  proceeds
of  one  or more Equity Offerings by the Company or the net  cash
proceeds  of one or more Equity Offerings by Blount International
that  are  contributed to the Company as common  equity  capital;
provided that at least 65% of the Notes originally issued  remain
outstanding  immediately  after  the  occurrence  of  each   such
redemption  (excluding  Notes held by Blount  International,  the
Company and their Subsidiaries); and provided, further, that  any
such  redemption  must occur within 90 days of the  date  of  the
closing of such Equity Offering.

     6.   Mandatory Redemption.
          Except  as set forth in paragraph 7 below, the  Company
shall not be required to make mandatory redemption payments  with
respect to the Notes.

     7.   Repurchase At Option Of Holder.
          (a)  If there is a Change of Control, the Company shall
be  required  to make an offer (a "Change of Control  Offer")  to
repurchase  all  or  any  part (equal to $1,000  or  an  integral
multiple  thereof)  of each Holder's Notes at  a  purchase  price
equal  to 101% of aggregate principal amount thereof plus accrued
and  unpaid interest and Additional Interest thereon, if any,  to
the  date  of  purchase (in either case, the "Change  of  Control
Payment").   Within 30 days following any Change of Control,  the
Company  shall  mail a notice to each Holder  setting  forth  the
procedures  governing the Change of Control Offer as required  by
the Indenture.

          (b)    If   the   Company  or  any  of  its  Restricted
Subsidiaries  consummates  any Asset Sales,  when  the  aggregate
amount  of Excess Proceeds exceeds $20,000,000, the Company  will
be  required  to make an offer to all Holders of  Notes  and  any
other Indebtedness that ranks pari passu with the Notes that,  by
its  terms,  requires  the Company to offer  to  repurchase  such
Indebtedness  with such Excess Proceeds (an "Asset Sale  Offer"),
to  purchase the maximum principal amount of Notes and such other
pari  passu Indebtedness that may be purchased out of the  Excess
Proceeds, at an offer price in cash in an amount equal to 100% of
the  principal  amount  of  Notes and other  Indebtedness  to  be
purchased   or  the  lessor  amount  required  under   agreements
governing  such  other  Indebtedness,  plus  accrued  and  unpaid
interest  and  Additional  Interest,  if  any,  to  the  date  of
purchase,  in  accordance with the procedures set  forth  in  the
Indenture.  To the extent that the aggregate amount of  Notes  or
pari  passu Indebtedness tendered pursuant to an Asset Sale Offer
is  less than the Excess Proceeds, the Company may use any Excess
Proceeds for any purpose not prohibited by the Indenture. If  the
aggregate  principal amount of Notes or pari  passu  Indebtedness
surrendered  by  Holders thereof exceeds  the  amount  of  Excess
Proceeds, the Trustee shall select the Notes to be purchased on a
pro  rata  basis.  Holders of Notes that are the  subject  of  an
offer  to  purchase  will receive an Asset Sale  Offer  from  the
Company prior to any related purchase date and may elect to  have
such  Notes purchased by completing the form entitled "Option  of
Holder to Elect Purchase" on the reverse of the Notes.

     8.    Notice  Of  Redemption. Notice of redemption  will  be
mailed  at  least  30 days but not more than 60 days  before  the
redemption date to each Holder whose Notes are to be redeemed  at
its registered address. Notes in denominations larger than $1,000
may  be  redeemed in part but only in whole multiples of  $1,000,
unless  all of the Notes held by a Holder are to be redeemed.  On
and  after the redemption date interest ceases to accrue on Notes
or portions thereof called for redemption.

     9.    Denominations, Transfer, Exchange. The  Notes  are  in
registered  form without coupons in denominations of  $1,000  and
integral  multiples  of  $1,000. The transfer  of  Notes  may  be
registered  and  Notes  may  be  exchanged  as  provided  in  the
Indenture.  The Registrar and the Trustee may require  a  Holder,
among  other  things,  to  furnish appropriate  endorsements  and
transfer  documents and the Company may require a Holder  to  pay
any taxes and fees required by law or permitted by the Indenture.
The  Company  need not exchange or register the transfer  of  any
Note or portion of a Note selected for redemption, except for the
unredeemed portion of any Note being redeemed in part.  Also,  it
need  not  exchange or register the transfer of any Notes  for  a
period  of 15 days before a selection of Notes to be redeemed  or
during  the  period  between a record date and the  corresponding
Interest Payment Date.

      This Regulation S Temporary Global Note is exchangeable  in
whole  or  in part for one or more Global Notes only  (i)  on  or
after  the  termination  of  the 40-day  distribution  compliance
period (as defined in Regulation S) and (ii) upon presentation of
certificates   (accompanied  by  an  Opinion   of   Counsel,   if
applicable)  required  by  Article  2  of  the  Indenture.   Upon
exchange  of this Regulation S Temporary Global Note for  one  or
more  Global  Notes, the Trustee shall cancel this  Regulation  S
Temporary Global Note.

     10.  Persons Deemed Owners.  The registered Holder of a Note
may be treated as its owner for all purposes.

     11.   Amendment, Supplement And Waiver.  Subject to  certain
exceptions,  the  Indenture  or  the  Notes  may  be  amended  or
supplemented  with  the  consent of the Holders  of  at  least  a
majority  in principal amount of the then outstanding Notes,  and
any  existing  default or compliance with any  provision  of  the
Indenture  or  the Notes may be waived with the  consent  of  the
Holders of a majority in principal amount of the then outstanding
Notes. Without the consent of any Holder of a Note, the Indenture
or  the  Notes  may  be  amended  or  supplemented  to  cure  any
ambiguity, defect or inconsistency, to provide for uncertificated
Notes  in  addition  to  or in place of  certificated  Notes,  to
provide  for  the  assumption  of the  Company's  obligations  to
Holders of the Notes in case of a merger or consolidation or sale
of  all  or substantially all of the Company's assets, to provide
for  the  assumption  of  Blount International's  obligations  to
Holders  of Notes in respect of the Guarantees in the case  of  a
merger  or consolidation or sale of all or substantially  all  of
Blount  International's assets, to make  any  change  that  would
provide any additional rights or benefits to the Holders  of  the
Notes  or  any  other change that does not adversely  affect  the
legal  rights  under  the Indenture of  any  such  Holder  or  to
surrender any right or power conferred upon the Company or Blount
International, to provide for the issuance of Additional Notes in
accordance with the Indenture, or to comply with the requirements
of   the   Commission  in  order  to  effect  or   maintain   the
qualification of the Indenture under the Trust Indenture Act.

     12.  Defaults And Remedies. An "Event of Default" occurs if:
(i)  the Company defaults in the payment when due of interest on,
or  Additional Interest, if any, with respect to, the  Notes  and
such  default  continues for a period of 30 days whether  or  not
prohibited  by  Article  10 of the Indenture;  (ii)  the  Company
defaults  in the payment when due of the principal of or premium,
if  any, on the Notes whether or not prohibited by Article 10  of
the   Indenture;  (iii)  Blount  International  or  any  of   its
Restricted  Subsidiaries fails to purchase any of  the  Notes  as
required  under  the provisions of Section 4.10 or  4.15  of  the
Indenture, or comply with the provisions of Section 5.01  of  the
Indenture;  (iv)  Blount International or any of  its  Restricted
Subsidiaries fails to comply with the provisions of Sections 4.10
(other  than  a  failure to purchase Notes), 4.15 (other  than  a
failure  to  purchase Notes), 4.07 and 4.09  for  30  days  after
notice  of  such failure has been given; (v) Blount International
or any of its Restricted Subsidiaries fails to observe or perform
any  other agreements in the Indenture or the Notes for  60  days
after  notice  of  such failure has been given;  (vi)  a  default
occurs  under any mortgage, indenture or instrument  under  which
there may be issued or by which there may be secured or evidenced
any  Indebtedness  for money borrowed by Blount International  or
any  of its Significant Subsidiaries (or the payment of which  is
guaranteed  by  Blount International or any  of  its  Significant
Subsidiaries), whether such Indebtedness or guarantee now exists,
or  is  created after the Issue Date, which default (A) is caused
by  a  failure  to  pay principal of such Indebtedness  at  final
maturity and after giving effect to the applicable grace  period,
if any, provided in such Indebtedness on the date of such default
(a "Payment Default"), or (B) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the
principal  amount  of  such  Indebtedness,  together   with   the
principal amount of any other such Indebtedness under which there
has  been a Payment Default or the maturity of which has been  so
accelerated, aggregates without duplication $25,000,000 or  more;
(vii) Blount International or any of its Significant Subsidiaries
fails   to   pay  final  judgments  aggregating  in   excess   of
$25,000,000, which judgments are not paid, discharged  or  stayed
for  a  period of 60 consecutive days; (viii) except as permitted
by  the  Indenture,  if  any Guarantee is held  in  any  judicial
proceeding to be unenforceable or invalid or shall cease for  any
reason (other than in accordance with the terms of such Guarantee
and  the  Indenture)  to  be in full  force  and  effect  or  any
Guarantor,  or  if any Person acting on behalf of any  Guarantor,
shall deny or disaffirm its obligations under its Guarantee;  and
(ix)  certain events of bankruptcy or insolvency with respect  to
Blount International or any of its Significant Subsidiaries.

     In  the  case  of an Event of Default arising  from  certain
events  of  bankruptcy  or insolvency,  with  respect  to  Blount
International or the Company, all outstanding Notes  will  become
due  and payable without further action or notice.  If any  other
Event  of  Default occurs and is continuing, the Trustee  or  the
Holders  of  at  least  25%  in  principal  amount  of  the  then
outstanding Notes may declare all the Notes to be due and payable
immediately, provided that so long as any Indebtedness  permitted
to  be incurred pursuant to the Indebtedness under the New Credit
Facilities  shall be outstanding, the acceleration shall  not  be
effective  until  the  earlier of  (i)  an  acceleration  of  any
Indebtedness  under  the  New  Credit  Facilities  or  (ii)  five
Business  Days after receipt by the Company of written notice  of
the  acceleration  of the Notes.  Holders of the  Notes  may  not
enforce  the  Indenture or the Notes except as  provided  in  the
Indenture. Subject to certain limitations, Holders of a  majority
in  principal amount of the then outstanding Notes may direct the
Trustee  in  its exercise of any trust or power. The Trustee  may
withhold  from  Holders  of the Notes notice  of  any  continuing
Default (except a Default relating to the payment of principal or
interest)  if it determines that withholding notice is  in  their
interest.

     In  the case of any Event of Default occurring by reason  of
any  willful action (or inaction) taken (or not taken) by  or  on
behalf  of the Company with the intention of avoiding payment  of
the premium that the Company would have had to pay if the Company
then  had  elected to redeem the Notes pursuant to  the  optional
redemption  provisions  of the Indenture, an  equivalent  premium
shall  also  become  and be immediately due and  payable  to  the
extent permitted by law upon the acceleration of the Notes. If an
Event of Default occurs prior to August 1, 2004 by reason of  any
willful action (or inaction) taken (or not taken) by or on behalf
of  the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to August 1, 2004, then the premium
specified in the Indenture shall also become immediately due  and
payable  to the extent permitted by law upon the acceleration  of
the Notes.

     The  Holders of a majority in aggregate principal amount  of
the Notes then outstanding by notice to the Trustee may on behalf
of the Holders of all of the Notes waive any existing Default and
its  consequences under the Indenture except a continuing Default
in  the  payment of interest or Additional Interest  on,  or  the
principal of, the Notes.

     The Company is required to deliver to the Trustee annually a
statement  regarding  compliance  with  the  Indenture,  and  the
Company  is required upon becoming aware of any Default or  Event
of Default, to deliver to the Trustee a statement specifying such
Default or Event of Default.

     13.   Trustee  Dealings With Company.  The Trustee,  in  its
individual  or  any  other capacity, may make  loans  to,  accept
deposits  from,  and  perform services for  the  Company  or  its
Affiliates,  and  may  otherwise deal with  the  Company  or  its
Affiliates, as if it were not the Trustee.

     14.   No  Recourse  Against Others.   A  director,  officer,
employee, incorporator or stockholder, of the Company,  as  such,
shall  not have any liability for any obligations of the  Company
under  the Notes or the Indenture or for any claim based  on,  in
respect  of, or by reason of, such obligations or their creation.
Each  Holder  by  accepting a Note waives and releases  all  such
liability.  The waiver and release are part of the  consideration
for the issuance of the Notes.

     15.   Authentication.  This Note shall not  be  valid  until
authenticated  by  the  manual signature of  the  Trustee  or  an
authenticating agent.

     16.   Abbreviations. Customary abbreviations may be used  in
the  name of a Holder or an assignee, such as: TEN COM (= tenants
in  common),  TEN ENT (= tenants by the entireties),  JT  TEN  (=
joint  tenants with right of survivorship and not as  tenants  in
common),  CUST  (=  Custodian), and U/G/M/A (= Uniform  Gifts  to
Minors Act).

     17.   Additional  Rights Of Holders Of  Transfer  Restricted
Securities.  In  addition to the rights provided  to  Holders  of
Notes  under  the  Indenture, Holders of  Transferred  Restricted
Securities   shall  have  all  the  rights  set  forth   in   the
Registration Rights Agreement dated as of August 19, 1999 between
the  Company and the parties named on the signature pages thereof
(the "Registration Rights Agreement").

     18.  CUSIP Numbers. Pursuant to a recommendation promulgated
by  the  Committee on Uniform Security Identification Procedures,
the  Company  has caused CUSIP, CINS and/or ISIN  numbers  to  be
printed  on the Notes and the Trustee may use CUSIP, CINS  and/or
ISIN  numbers  in  notices  of redemption  as  a  convenience  to
Holders.  No  representation is made as to the accuracy  of  such
numbers  either  as printed on the Notes or as contained  in  any
notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

     19.   Governing Law. The internal law of the  State  of  New
York shall govern and be used to construe this Note.

     The  Company will furnish to any Holder upon written request
and   without  charge  a  copy  of  the  Indenture   and/or   the
Registration Rights Agreement. Requests may be made to:

               Blount, Inc.
               4520 Executive Park Drive
               Montgomery, Alabama 36116-1602
               Attention:  Richard H. Irving, III
               (Fax:  334-271-8177)
               and John M. Panettiere
               (Fax:  334-271-8177)


                         ASSIGNMENT FORM

     To assign this Note, fill in the form below:  (I) or (we)
assign and transfer this Note to

_____________________________________________________________________
          (Insert assignee's soc. sec. or tax I.D. no.)

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint _____________________________________________
to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
_____________________________________________________________________

Date:__________

                              Your Signature:________________________
                              (Sign exactly as your name
                              appears on the face of this Note)

                              Tax Identification No.:________________

                              SIGNATURE GUARANTEE:

                              _______________________________________


                              Signatures must be guaranteed by an
                              "eligible guarantor institution"
                              meeting the requirements of the
                              Registrar, which requirements
                              include membership or participation
                              in the Security Transfer Agent
                              Medallion Program ("STAMP") or such
                              other "signature guarantee program"
                              as may be determined by the
                              Registrar in addition to, or in
                              substitution for, STAMP, all in
                              accordance with the Securities
                              Exchange Act of 1934, as amended.



               Option of Holder to Elect Purchase

     If  you  want  to elect to have this Note purchased  by  the
Company pursuant to Section 4.10 or 4.15 of the Indenture,  check
the box below:
       _                          _
      |_| Section 4.10           |_|  Section 4.15

     If you want to elect to have only part of the Note purchased
by  the  Company pursuant to Section 4.10 or Section 4.15 of  the
Indenture,   state  the  amount  you  elect  to  have  purchased:
$______________

Date:__________               Your Signature:____________________
                              (Sign exactly as your name appears
                              on the Note)

                              Tax Identification No.:____________




                              SIGNATURE GUARANTEE:


                              ___________________________________


                              Signatures must be guaranteed by an
                              "eligible guarantor institution"
                              meeting the requirements of the
                              Registrar, which requirements
                              include membership or participation
                              in the Security Transfer Agent
                              Medallion Program ("STAMP") or such
                              other "signature guarantee program"
                              as may be determined by the
                              Registrar in addition to, or in
                              substitution for, STAMP, all in
                              accordance with the Securities
                              Exchange Act of 1934, as amended.



SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY
                          GLOBAL NOTE3

     The  following  exchanges of a part  of  this  Regulation  S
Temporary Global Note for an interest in another Global  Note  or
for  a  Definitive Note, or exchanges of a part of another Global
Note  or  Definitive Note for an interest in  this  Regulation  S
Temporary Global Note, have been made:

                                       Principal
                                       Amount of
                                       this
             Amount of    Amount of    Regulation
             decrease in  increase in  S Temporary   Signature
             Principal    Principal    Global Note   of
             Amount of    Amount of    following     authorized
             this         this         such          officer of
             Regulation   Regulation   decrease      Trustee or
Date of      S Temporary  S Temporary  (or           Note
Exchange     Global Note  Global Note  increase)     Custodian
------------ ------------ ------------ ------------- ----------








                            EXHIBIT B
                 FORM OF CERTIFICATE OF TRANSFER

Blount, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116-1602
Attention:  Richard H. Irving, III
(Fax:  334-271-8177)
and John M. Panettiere
(Fax:  334-271-8177)

United States Trust Company of New York
114 West 47th Street, 25th Floor
Mail Code HQ 25
New York, New York  10036-1532
Attention: Corporate Trust Division (Fax: 212-852-1626)


          Re:  13% Senior Subordinated Notes due 2009.

     Reference  is  hereby  made to the Indenture,  dated  as  of
August  19, 1999 (the "Indenture"), Blount, Inc., as issuer  (the
"Company"), the Guarantors named therein and United States  Trust
Company  of New York, as trustee. Capitalized terms used but  not
defined  herein  shall have the meanings given  to  them  in  the
Indenture.

     ________________, (the "Transferor") owns  and  proposes  to
transfer  the  Note[s] or interest in such Note[s]  specified  in
Annex  A hereto, in the principal amount of $___________ in  such
Note[s]  or  interests  (the  "Transfer"),  to  ___________  (the
"Transferee"),  as  further  specified  in  Annex  A  hereto.  In
connection  with  the Transfer, the Transferor  hereby  certifies
that:

          [CHECK ALL THAT APPLY]
     _
1.  |_| Check  if  Transferee  will take delivery  of  Beneficial
Interests in the 144A Global Note or Definitive Notes Pursuant to
Rule  144A.  The Transfer is being effected pursuant  to  and  in
accordance with Rule 144A under the United States Securities  Act
of 1933, as amended (the "Securities Act"), and, accordingly, the
Transferor hereby further certifies that the Beneficial Interests
or  Definitive Note(s) are being transferred to a Person that the
Transferor  reasonably  believes  is  purchasing  the  Beneficial
Interests or Definitive Note(s) for its own account, or  for  one
or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of  Rule  144A
in  a  transaction meeting the requirements of Rule 144A and such
Transfer is in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of  the
proposed  Transfer in accordance with the terms of the Indenture,
the transferred Beneficial Interest or Definitive Note(s) will be
subject to the restrictions on transfer enumerated in the Private
Placement  Legend  printed on the 144A  Global  Note  and/or  the
Definitive Note(s) and in the Indenture and the Securities Act.
     _
2.  |_| Check  if  Transferee  will take delivery  of  Beneficial
Interests  in  the  Temporary  Regulation  S  Global  Note,   the
Regulation  S  Global  Note  or  Definitive  Notes  pursuant   to
Regulation S.  The Transfer is being effected pursuant to and  in
accordance  with  Rule 903 or Rule 904 under the  Securities  Act
and,  accordingly, the Transferor hereby further  certifies  that
(i)  the  Transfer is not being made to a Person  in  the  United
States  and  (x)  at the time the buy order was  originated,  the
Transferee  was outside the United States or such Transferor  and
any  Person acting on its behalf reasonably believed and believes
that  the  Transferee was outside the United States  or  (y)  the
transaction  was executed in, on or through the facilities  of  a
designated offshore securities market and neither such Transferor
nor  any  Person acting on its behalf knows that the  transaction
was  prearranged  with  a  buyer in the United  States,  (ii)  no
directed selling efforts have been made in contravention  of  the
requirements of Rule 903(b) or Rule 904(b) of Regulation S  under
the  Securities Act and (iii) the transaction is not  part  of  a
plan  or  scheme  to evade the registration requirements  of  the
Securities  Act and (iv) if the proposed transfer is  being  made
prior  to  the expiration of the Distribution Compliance  Period,
the  transfer  is  not being made to a U.S.  Person  or  for  the
account  or  benefit  of  a U.S. Person (other  than  an  Initial
Purchaser).   Upon  consummation  of  the  proposed  transfer  in
accordance  with  the  terms  of the Indenture,  the  transferred
Beneficial Interest or Definitive Note(s) will be subject to  the
restrictions  on  Transfer enumerated in  the  Private  Placement
Legend  printed  on  the  Temporary  Regulation  S  Global  Note,
Regulation S Global Note and/or the Definitive Note(s) and in the
Indenture and the Securities Act.
     _
3.  |_| Check  and complete if Transferee will take  delivery  of
Beneficial  Interests  in  the  144A  Note  or  Definitive  Notes
pursuant  to any provision of the Securities Act other than  Rule
144A  or  Regulation  S.   The  Transfer  is  being  effected  in
compliance   with   the  transfer  restrictions   applicable   to
Beneficial  Interests in Restricted Global Notes  and  Definitive
Notes bearing the Private Placement Legend and pursuant to and in
accordance  with the Securities Act and any applicable  blue  sky
securities   laws  of  any  State  of  the  United  States,   and
accordingly  the Transferor hereby further certifies that  (check
one):
          _
     (a) |_| such Transfer is being effected pursuant to  and  in
accordance with Rule 144 under the Securities Act;
          _                    or
     (b) |_| such Transfer is being effected to the Company or  a
Subsidiary thereof,
          _                    or
     (c) |_| such  Transfer  is  being effected  pursuant  to  an
effective registration statement under the Securities Act;
          _                    or
     (d) |_|  such  Transfer  is  being  effected  to  a   Lehman
Accredited  Investor or an Institutional Accredited Investor  and
pursuant   to   an  available  exemption  from  the  registration
requirements of the Securities Act other than Rule 144A, Rule 144
or Rule 904, and the Transferor hereby further certifies that the
Transfer  complies with the transfer restrictions  applicable  to
Beneficial  Interests in a Restricted Global Note  or  Definitive
Notes  bearing the Private Placement Legend and the  requirements
of the exemption claimed, which certification is supported by (x)
if  such Transfer is in respect of a principal amount of Notes at
the  time of Transfer of $250,000 or more, a certificate executed
by  the Transferee in the form of Exhibit D to the Indenture,  or
(y) if such Transfer is in respect of a principal amount of Notes
at  the time of transfer of less than $250,000, (1) a certificate
executed  by  the  Transferee in the form of  Exhibit  D  to  the
Indenture  and  (2)  an  Opinion  of  Counsel  provided  by   the
Transferor or the Transferee (a copy of which the Transferor  has
attached  to  this certification), to the effect  that  (1)  such
Transfer  is in compliance with the Securities Act and  (2)  such
Transfer complies with any applicable blue sky securities laws of
any state of the United States. Upon consummation of the proposed
transfer  in  accordance with the terms  of  the  Indenture,  the
transferred  Beneficial Interest or Definitive  Note(s)  will  be
subject to the restrictions on transfer enumerated in the Private
Placement  Legend printed on the Definitive Note(s)  and  in  the
Indenture and the Securities Act.
     _
4.  |_| Check  if  Transferee  will take delivery  of  Beneficial
Interests  in  the  Unrestricted Global Note or  in  Unrestricted
Definitive Notes.
          _
     (a) |_| Check if Transfer is pursuant to Rule 144.  (i)  The
Transfer  is  being effected pursuant to and in  accordance  with
Rule  144  under  the Securities Act and in compliance  with  the
transfer  restrictions  contained  in  the  Indenture   and   any
applicable  blue sky securities laws of any state of  the  United
States  and  (ii) the restrictions on transfer contained  in  the
Indenture  and the Private Placement Legend are not  required  in
order  to  maintain  compliance with  the  Securities  Act.  Upon
consummation  of  the  proposed Transfer in accordance  with  the
terms  of the Indenture, the transferred Beneficial Interests  or
Definitive  Note(s) will no longer be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on
the  Restricted  Global Notes, on Definitive  Notes  bearing  the
Private Placement Legend and in the Indenture.
          _
     (b) |_| Check if Transfer is Pursuant to Regulation S.   (i)
The Transfer is being effected pursuant to and in accordance with
Rule  903  or Rule 904 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any
applicable  blue sky securities laws of any state of  the  United
States  and  (ii) the restrictions on transfer contained  in  the
Indenture  and the Private Placement Legend are not  required  in
order  to  maintain  compliance with  the  Securities  Act.  Upon
consummation  of  the  proposed Transfer in accordance  with  the
terms  of the Indenture, the transferred Beneficial Interests  or
Definitive  Note(s) will no longer be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on
the  Restricted  Global Notes, on Definitive  Notes  bearing  the
Private Placement Legend and in the Indenture.
          _
     (c) |_| Check  if  Transfer is Pursuant to Other  Exemption.
(i)  The Transfer is being effected pursuant to and in compliance
with  an  exemption  from the registration  requirements  of  the
Securities Act other than Rule 144, Rule 903 or Rule 904  and  in
compliance  with  the  transfer  restrictions  contained  in  the
Indenture  and  any applicable blue sky securities  laws  of  any
State  of the United States and (ii) the restrictions on transfer
contained  in the Indenture and the Private Placement Legend  are
not  required in order to maintain compliance with the Securities
Act.  Upon  consummation of the proposed Transfer  in  accordance
with  the  terms  of  the  Indenture, the transferred  Beneficial
Interests  or  Definitive Note(s) will  not  be  subject  to  the
restrictions  on  transfer enumerated in  the  Private  Placement
Legend  printed  on  the Restricted Global Notes,  on  Definitive
Notes bearing the Private Placement Legend and in the Indenture.

     This  certificate  and the statements contained  herein  are
made for your benefit and the benefit of the Company.

          _______________________________________
          [Insert Name of Transferor]

          By:____________________________________

          Name:

          Title:

          Dated:  ____________, ____




               ANNEX A TO CERTIFICATE OF TRANSFER

1.   The Transferor owns and proposes to transfer the following:

                    [CHECK ONE OF (a) OR (b)]
          _
     (a) |_| Beneficial Interests in the:
            _
       (i) |_| 144A Global Note (CUSIP _______), or
            _
       (ii)|_| Regulation S Global Note (CUSIP ______); or
          _
     (b) |_| Restricted Definitive Notes.

2.   After the Transfer the Transferee will hold:

                           [CHECK ONE]
          _
     (a) |_| Beneficial Interests in the:
             _
       (i)  |_| 144A Global Note (CUSIP _____), or
             _
       (ii) |_| Regulation S Global Note (CUSIP _____), or
             _
       (iii)|_| Unrestricted Global Note (CUSIP ______); or
          _
     (b) |_| Restricted Definitive Notes; or
          _
     (c) |_| Definitive Notes that do not bear the Private Placement Legend,
              in accordance with the terms of the Indenture.


                            EXHIBIT C

                 FORM OF CERTIFICATE OF EXCHANGE

Blount, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116-1602
Attention:  Richard H. Irving, III
(Fax:  334-271-8177)
and John M. Panettiere
(Fax:  334-271-8177)


          United States Trust Company of New York
          114 West 47th Street, 25th Floor
          Mail Code HQ 25
          New York, New York  10036-1532
          Attention: Corporate Trust Division (Fax: 212-852-1626)

          Re: 13% Senior Subordinated Notes due 2009.

                      (CUSIP ____________)

          Reference is hereby made to the Indenture, dated as  of
August  19, 1999 (the "Indenture"), among Blount, Inc., as issuer
(the  "Company"), the Guarantors named therein and United  States
Trust Company of New York, as trustee. Capitalized terms used but
not  defined herein shall have the meanings given to them in  the
Indenture.

          ______________  (the  "Holder") owns  and  proposes  to
exchange  the  Note[s]  or  interest in  such  Note[s]  specified
herein,  in  the  principal  amount of  $______________  in  such
Note[s]  or  interests (the "Exchange"). In connection  with  the
Exchange, the Holder hereby certifies that:

1.    Exchange  of  Restricted  Definitive  Notes  or  Restricted
Beneficial  Interests  for  Unrestricted  Definitive   Notes   or
Unrestricted Beneficial Interests
          _
     (a) |_| Check  if  Exchange  is from  Restricted  Beneficial
Interest to Unrestricted Beneficial Interest.  In connection with
the  Exchange of the Holder's Restricted Beneficial Interest  for
Unrestricted  Beneficial Interests in an equal principal  amount,
the  Holder  hereby  certifies  (i) the  Unrestricted  Beneficial
Interests are being acquired for the Holder's own account without
transfer, (ii) such Exchange has been effected in compliance with
the  transfer  restrictions applicable to the  Global  Notes  and
pursuant  to and in accordance with the United States  Securities
Act  of  1933,  as  amended  (the "Securities  Act"),  (iii)  the
restrictions  on  transfer contained in  the  Indenture  and  the
Private  Placement Legend are not required in order  to  maintain
compliance  with  the  Securities Act and (iv)  the  Unrestricted
Beneficial  Interests are being acquired in compliance  with  any
applicable  blue sky securities laws of any state of  the  United
States.
          _
     (b) |_| Check  if  Exchange  is from  Restricted  Beneficial
Interest  to  Unrestricted Definitive Notes.  In connection  with
the  Exchange of the Holder's Restricted Beneficial Interests for
Unrestricted  Definitive Notes, the Holder hereby  certifies  (i)
the  Definitive  Notes are being acquired for  the  Holder's  own
account without transfer, (ii) such Exchange has been effected in
compliance  with  the  transfer restrictions  applicable  to  the
Restricted  Global Notes and pursuant to and in  accordance  with
the  Securities Act, (iii) the restrictions on transfer contained
in  the  Indenture  and  the  Private Placement  Legend  are  not
required in order to maintain compliance with the Securities  Act
and  (iv)  the Definitive Notes are being acquired in  compliance
with any applicable blue sky securities laws of any state of  the
United States.
          _
     (c) |_|Check if Exchange is from Restricted Definitive Notes
to  Unrestricted  Beneficial Interests.  In connection  with  the
Holder's Exchange of Restricted Definitive Notes for Unrestricted
Beneficial  Interests, (i) the Unrestricted Beneficial  Interests
are being acquired for the Holder's own account without transfer,
(ii)  such  Exchange  has been effected in  compliance  with  the
transfer  restrictions applicable to Restricted Definitive  Notes
and  pursuant to and in accordance with the Securities Act, (iii)
the  restrictions on transfer contained in the Indenture and  the
Private  Placement Legend are not required in order  to  maintain
compliance  with  the  Securities Act and (iv)  the  Unrestricted
Beneficial  Interests are being acquired in compliance  with  any
applicable  blue sky securities laws of any state of  the  United
States.
          _
     (d) |_|Check if Exchange is from Restricted Definitive Notes
to   Unrestricted  Definitive  Notes.   In  connection  with  the
Holder's   Exchange   of  a  Restricted   Definitive   Note   for
Unrestricted  Definitive Notes, the Holder hereby  certifies  (i)
the  Unrestricted  Definitive Notes are being  acquired  for  the
Holder's  own  account without transfer, (ii) such  Exchange  has
been  effected  in  compliance  with  the  transfer  restrictions
applicable to Restricted Definitive Notes and pursuant to and  in
accordance  with  the Securities Act , (iii) the restrictions  on
transfer  contained  in the Indenture and the  Private  Placement
Legend are not required in order to maintain compliance with  the
Securities  Act  and  (iv)  the  Notes  are  being  acquired   in
compliance  with any applicable blue sky securities laws  of  any
state of the United States.

2.    Exchange  of  Restricted  Definitive  Notes  or  Restricted
Beneficial   Interests  for  Restricted   Definitive   Notes   or
Restricted Beneficial Interests
          _
     (a) |_| Check  if  Exchange  is from  Restricted  Beneficial
Interests to Restricted Definitive Note.  In connection with  the
Exchange  of  the  Holder's Restricted  Beneficial  Interest  for
Restricted  Definitive Notes with an equal principal amount,  (i)
the  Restricted  Definitive  Notes are  being  acquired  for  the
Holder's own account without transfer and (ii) such Exchange  has
been  effected  in  compliance  with  the  transfer  restrictions
applicable to the Restricted Global Notes and pursuant to and  in
accordance  with the Securities Act, and in compliance  with  any
applicable  blue sky securities laws of any state of  the  United
States.  Upon consummation of the proposed Exchange in accordance
with  the terms of the Indenture, the Restricted Definitive Notes
issued will be subject to the restrictions on transfer enumerated
in  the  Private  Placement  Legend  printed  on  the  Restricted
Definitive Notes and in the Indenture and the Securities Act.
          _
     (b) |_|Check if Exchange is from Restricted Definitive Notes
to  Restricted  Beneficial Interests.   In  connection  with  the
Exchange   of  the  Holder's  Restricted  Definitive   Note   for
Restricted  Beneficial Interests in the [CHECK ONE]  144A  Global
Note,   Regulation S Global Note with an equal principal  amount,
(i)  the Definitive Notes are being acquired for the Holder's own
account without transfer and (ii) such Exchange has been effected
in  compliance with the transfer restrictions applicable  to  the
Restricted Definitive Note and pursuant to and in accordance with
the  Securities  Act, and in compliance with any applicable  blue
sky  securities  laws  of any state of the  United  States.  Upon
consummation  of  the  proposed Exchange in accordance  with  the
terms  of the Indenture, the Beneficial Interests issued will  be
subject to the restrictions on transfer enumerated in the Private
Placement  Legend printed on the relevant Restricted Global  Note
and in the Indenture and the Securities Act.

     This  certificate  and the statements contained  herein  are
made for your benefit and the benefit of the Company.
                               [Insert Name of Transferor]



                              By:___________________________________
                                Name:
                                Title:

                              Dated:  ____________, ____





                            EXHIBIT D

                    FORM OF CERTIFICATE FROM
                  ACQUIRING ACCREDITED INVESTOR

Blount, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116-1602
Attention:  Richard H. Irving, III
(Fax:  334-271-8177)
and John M. Panettiere
(Fax:  334-271-8177)


United States Trust Company of New York
114 West 47th Street, 25th Floor
Mail Code HQ 25
New York, New York  10036-1532
Attention: Corporate Trust Division (Fax:  212-852-1626)

          Re:  13% Senior Subordinated Notes due 2009

          Reference is hereby made to the Indenture, dated as  of
August  19, 1999 (the "Indenture"), among Blount, Inc., as issuer
(the  "Company"), the Guarantors named therein and United  States
Trust Company of New York, as trustee. Capitalized terms used but
not  defined herein shall have the meanings given to them in  the
Indenture.

          In   connection   with   our   proposed   purchase   of
$____________   aggregate  principal  amount   at   maturity   of
Definitive Notes, we confirm that:

          1.   we are an "accredited investor" within the meaning
of  Rule 501(a)(1), (2), (3) or (7) under the Securities  Act  of
1933,  as amended (the "Securities Act"), an entity in which  all
of  the equity owners are accredited investors within the meaning
of Rule (501)(a)(1), (2), (3) or (7) under the Securities Act (an
"institutional  accredited  investor")  or  a  Lehman  Accredited
Investor,  an  "accredited investor" within the meaning  of  Rule
501(a)(5) or (6) under the Securities Act;

          2.    (A)  any purchase of the Notes by us will be  for
our  own  account  or  for  the account  of  one  or  more  other
institutional  accredited  investors  or  as  fiduciary  for  the
account  of  one or more trusts, each of which is an  "accredited
investor"  within  the  meaning  of  Rule  501(a)(7)  under   the
Securities  Act and for each of which we exercise sole investment

discretion,  (B) we are a "bank," within the meaning  of  Section
3(a)(2)   of  the  Securities  Act,  or  a  "savings   and   loan
association" or other institution described in Section 3(a)(5)(A)
of  the  Securities Act that is acquiring Notes as fiduciary  for
the  account  of one or more institutions for which  we  exercise
sole  investment  discretion or (C) we are  a  Lehman  Accredited
Investor purchasing the Notes for our own account;

          3.   we have such knowledge and experience in financial
and business matters that we are capable of evaluating the merits
and risks of purchasing Notes;

          4.    we are not acquiring the Notes with a view to any
distribution  thereof  in a transaction that  would  violate  the
Securities Act or the securities laws of any state of the  United
States  or any other applicable jurisdictions, provided that  the
disposition of our property and the property of any accounts  for
which we are acting as fiduciary shall remain at all times within
our control; and

          5.    we  acknowledge that we have had access  to  such
financial  and  other  information, and have  been  afforded  the
opportunity  to  ask  such questions of  representatives  of  the
Company  and  receive answers thereto, as we  deem  necessary  in
connection with our decision to purchase the Notes.

          We  understand that the Notes are being  offered  in  a
transaction not involving any public offering within  the  United
States  within  the meaning of the Securities Act  and  that  the
Notes  have  not  been registered under the Securities  Act.   We
agree on our own behalf and on behalf of any investor account for
which  we  are purchasing the Notes, to offer, sell or  otherwise
transfer such Notes prior to (x) the date which is two years  (or
such shorter period of time as permitted by Rule 144(k) under the
Securities Act or any successor provision thereunder)  after  the
later of the date of the original issue of the Notes and the last
date on which the Company or any affiliate of the Company was the
owner  of  such Notes (or any predecessor thereto)  or  (y)  such
later  date,  if any, as may be required by applicable  law  (the
"Resale  Restriction Termination Date") only (a) to the  Company,
(b)  pursuant to a registration statement which has been declared
effective under the Securities Act, (c) for so long as the  Notes
are  eligible for resale pursuant to Rule 144A, to  a  Person  we
reasonably  believe is a QIB, that purchases for its own  account
or  for  the  account of a QIB to whom notice is given  that  the
transfer is being made in reliance on Rule 144A, (d) pursuant  to
offers  and  sales  to non-U.S. persons that  occur  outside  the
United  States  within  the meaning of  Regulation  S  under  the
Securities  Act or (e) pursuant to any other available  exemption
from the registration requirements of the Securities Act, subject
in  each  of the foregoing cases to any requirements of law  that
the  disposition of our property or the property of such investor
account  or  accounts be at all times within our control  and  in
compliance with any applicable state securities laws.  We further
agree  to  provide any Person purchasing any of the  Notes  other
than  pursuant to clause (b) above from us a notice advising such
purchaser  that  resales  of such securities  are  restricted  as
stated  herein.  We understand that the Trustee and the Registrar
for the Notes will not be required to accept for registration  of
transfer   any  Notes,  except  upon  presentation  of   evidence
satisfactory  to  the Company that the foregoing restrictions  on
transfer have been complied with.

          THIS  LETTER  SHALL BE GOVERNED BY,  AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          You  and  the  Company are entitled to rely  upon  this
letter and are irrevocably authorized to produce this letter or a
copy  hereof  to  any interested party in any  administrative  or
legal proceedings or official inquiry with respect to the matters
covered hereby.


          _________________________________________
          [Insert Name of Accredited Investor]

          By:______________________________________

          Name:

          Title:



          Dated:  ____________, ____




                            EXHIBIT E

    FORM OF NOTATION ON SENIOR SUBORDINATED NOTE RELATING TO
                            GUARANTEE

          Subject  to  Section  11.06  of  the  Indenture,   each
Guarantor   hereby,   jointly   and  severally,   unconditionally
guarantees  to each Holder of a Note authenticated and  delivered
by the Trustee and to the Trustee and its successors and assigns,
the  Notes and the Obligations of the Company under the Notes  or
under the Indenture, that: (a) the principal of, premium, if any,
interest  and Additional Interest, if any, on the Notes  will  be
promptly  paid in full when due, subject to any applicable  grace
period,  whether  at  maturity, by  acceleration,  redemption  or
otherwise, and interest on overdue principal, premium, if any (to
the  extent permitted by law), interest on any interest, if  any,
and  Additional  Interest, if any, on the  Notes  and  all  other
payment  Obligations of the Company to the Holders or the Trustee
under  the Indenture or under the Notes will be promptly paid  in
full and performed, all in accordance with the terms thereof; and
(b) in case of any extension of time of payment or renewal of any
Notes or any of such other payment Obligations, the same will  be
promptly  paid  in full when due or performed in accordance  with
the  terms of the extension or renewal, subject to any applicable
grace  period,  whether  at  stated  maturity,  by  acceleration,
redemption  or  otherwise.  Failing payment when so  due  of  any
amount  so  guaranteed  or  any  performance  so  guaranteed  for
whatever  reason,  the Guarantors will be jointly  and  severally
obligated to pay the same immediately.

          The obligations of the Guarantors to the Holders and to
the  Trustee  pursuant to this Guarantee and  the  Indenture  are
expressly set forth in Article 11 of the Indenture, and reference
is  hereby made to such Indenture for the precise terms  of  this
Guarantee.   The  terms  of  Article  11  of  the  Indenture  are
incorporated herein by reference.  This Guarantee is  subject  to
release  as  and to the extent provided in Section 11.05  of  the
Indenture.

          This is a continuing Guarantee and shall remain in full
force and effect and shall be binding upon each Guarantor and its
respective successors and assigns to the extent set forth in  the
Indenture  until full and final payment of all of  the  Company's
Obligations under the Notes and the Indenture and shall inure  to
the  benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights
by  any  Holder or the Trustee, the rights and privileges  herein
conferred  upon that party shall automatically extend to  and  be
vested  in such transferee or assignee, all subject to the  terms
and conditions hereof.  This is a Guarantee of payment and not  a
guarantee of collection.

          Each  Guarantor  hereby waives diligence,  presentment,
demand of payment, filing of claims with a court in the event  of
insolvency or bankruptcy of the Company, any right to  require  a
proceeding  first against the Company, protest,  notice  and  all
demands whatsoever and covenants that this Guarantee will not  be
discharged  except  by complete performance  of  the  Obligations
contained in the Notes and the Indenture.

          This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note  upon
which  this  Guarantee is noted shall have been executed  by  the
Trustee under the Indenture by the manual signature of one of its
authorized officers.

          This  Guarantee is subordinated in right of payment  to
the extent set forth in the Indenture.

          For  purposes hereof, each Guarantor's liability  shall
be  limited  to  the lesser of (i) the aggregate  amount  of  the
Obligations of the Company under the Notes and the Indenture  and
(ii)  the  maximum amount that will result in the obligations  of
such  Guarantor under its Guarantee not constituting a fraudulent
transfer  or  conveyance under applicable  law  of  any  relevant
jurisdiction.

          Capitalized  terms used herein have the  same  meanings
given in the Indenture unless otherwise indicated.

Dated:

                              BLOUNT INTERNATIONAL, INC.


                              By:___________________________________
                                Name:
                                Title:


                              BI HOLDINGS CORP.


                              By:___________________________________
                                Name:
                                Title:


                              BENJAMIN F. SHAW COMPANY


                              By:___________________________________
                                Name:
                                Title:


                              BI, L.L.C.
                                   By:  Blount, Inc. as Member of BI, L.L.C.

                                   By:___________________________________
                                     Name:
                                     Title:

                                   By:  BI Holdings Corp. as Member of
                                        BI, L.L.C.

                                   By:___________________________________
                                     Name:
                                     Title:


                              BLOUNT DEVELOPMENT CORP.


                              By:___________________________________
                                Name:
                                Title:


                              OMARK PROPERTIES, INC.


                              By:___________________________________
                                Name:
                                Title:


                              4520 CORP., INC.


                              By:___________________________________
                                Name:
                                Title:


                              GEAR PRODUCTS, INC.


                              By:___________________________________
                                Name:
                                Title:


                              DIXON INDUSTRIES, INC.


                              By:___________________________________
                                Name:
                                Title:


                              FREDERICK MANUFACTURING CORPORATION


                              By:___________________________________
                                Name:
                                Title:


                              FEDERAL CARTRIDGE COMPANY


                              By:___________________________________
                                Name:
                                Title:


                              SIMMONS OUTDOOR CORPORATION


                              By:___________________________________
                                Name:
                                Title:


                              MOCENPLAZA DEVELOPMENT CORP.


                              By:___________________________________
                                Name:
                                Title:


                              CTR MANUFACTURING, INC.


                              By:___________________________________
                                Name:
                                Title:






                            EXHIBIT F

                 FORM OF SUPPLEMENTAL INDENTURE

          SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of ______________, ______ among Blount, Inc., a Delaware
corporation  (the  "Company"),  Blount  International,  Inc.,   a
Delaware  corporation ("Blount International"), and  BI  Holdings
Corp.,  a  Delaware  corporation, Benjamin  F.  Shaw  Company,  a
Delaware  corporation, BI, L.L.C., a Delaware  limited  liability
company, Blount Development Corp., a Delaware corporation,  Omark
Properties,  Inc.,  an Oregon corporation, 4520  Corp.,  Inc.,  a
Delaware   corporation,   Gear  Products,   Inc.,   an   Oklahoma
corporation,   Dixon  Industries,  Inc.,  a  Kansas  corporation,
Frederick  Manufacturing  Corporation,  a  Delaware  corporation,
Federal  Cartridge  Company,  a  Minnesota  corporation,  Simmons
Outdoor   Corporation,   a   Delaware   corporation,   Mocenplaza
Development  Corp., a Delaware corporation and CTR Manufacturing,
Inc.,   a   North   Carolina   corporation   (collectively,   the
"Guarantors") and United States Trust Company of New York, a bank
and  trust company organized under the New York Banking  Law,  as
trustee  under  the indenture referred to below (the  "Trustee").
Capitalized terms used herein and not defined herein  shall  have
the meaning ascribed to them in the Indenture (as defined below).

                       W I T N E S S E T H

          WHEREAS, the Company and the Guarantors have heretofore
executed   and  delivered  to  the  Trustee  an  indenture   (the
"Indenture"),  dated  as of August 19, 1999,  providing  for  the
issuance of an aggregate principal amount of $450,000,000 of  13%
Senior Subordinated Notes due 2009 (the "Notes");

          WHEREAS,  Section 4.13 and Article 10 of the  Indenture
provides that under certain circumstances Blount International or
the  Company  may  or must cause certain of its  Subsidiaries  to
execute  and  deliver  to  the Trustee a  supplemental  indenture
pursuant   to   which   such   respective   Subsidiaries    shall
unconditionally guarantee all of Blount International's  and  the
Company's Obligations under the Notes pursuant to a Guarantee  on
the terms and conditions set forth herein; and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the
Trustee  is  authorized to execute and deliver this  Supplemental
Indenture.

          NOW  THEREFORE, in consideration of the  foregoing  and
for  other good and valuable consideration, the receipt of  which
is  hereby  acknowledged, Blount International, the Company,  the
New Guarantor and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

          1.    CAPITALIZED TERMS.  Capitalized terms used herein
without  definition shall have the meanings assigned to  them  in
the Indenture.

          2.    AGREEMENT TO GUARANTEE.  The New Guarantor hereby
agrees,  jointly  and  severally with all  other  Guarantors,  to
guarantee  the  Company's Obligations under  the  Notes  and  the
Indenture on the terms and subject to the conditions set forth in
Article  11  of  the  Indenture and to  be  bound  by  all  other
applicable provisions of the Indenture.

          3.    NO RECOURSE AGAINST OTHERS.  No past, present  or
future   director,  officer,  employee,  incorporator,   partner,
member,  shareholder or agent of any Guarantor,  as  such,  shall
have  any  liability for any obligations of the  Company  or  any
Guarantor under the Notes, any Guarantees, the Indenture or  this
Supplemental Indenture or for any claim based on, in respect  of,
or by reason of, such obligations or their creation.  Each Holder
by  accepting a Note waives and releases all such liability.  The
waiver and release are part of the consideration for issuance  of
the Notes.

          4.    NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF  THE
STATE  OF  NEW  YORK SHALL GOVERN AND BE USED  TO  CONSTRUE  THIS
SUPPLEMENTAL INDENTURE.

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

          6.    EFFECT OF HEADINGS.  The Section headings  herein
are  for  convenience only and shall not affect the  construction
hereof.

          7.   THE TRUSTEE.  The Trustee shall not be responsible
in  any  manner whatsoever for or in respect of the  validity  or
sufficiency of this Supplemental Indenture or for or  in  respect
of  the correctness of the recitals of fact contained herein, all
of which recitals are made solely by the New Guarantor.


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


Dated:                        [GUARANTEEING SUBSIDIARY]


                              By:___________________________________
                                Name:
                                Title:


                              BLOUNT, INC.


                              By:___________________________________
                                Name:
                                Title:


                              BLOUNT INTERNATIONAL, INC.


                              By:___________________________________
                                Name:
                                Title:


                              BI HOLDINGS CORP.


                              By:___________________________________
                                Name:
                                Title:


                              BENJAMIN F. SHAW COMPANY


                              By:___________________________________
                                Name:
                                Title:


                              BI, L.L.C.
                                   By:  Blount Inc. as Member of BI, L.L.C.

                                   By:___________________________
                                     Name:
                                     Title:

                                   By:  BI Holdings Corp. as
                                        Member of BI, L.L.C.

                                   By:___________________________
                                     Name:
                                     Title:

                              BLOUNT DEVELOPMENT CORP.


                              By:___________________________________
                                Name:
                                Title:


                              OMARK PROPERTIES, INC.


                              By:___________________________________
                                Name:
                                Title:


                              4520 CORP., INC.


                              By:___________________________________
                                Name:
                                Title:


                              GEAR PRODUCTS, INC.


                              By:___________________________________
                                Name:
                                Title:


                              DIXON INDUSTRIES, INC.


                              By:___________________________________
                                Name:
                                Title:


                              FREDERICK MANUFACTURING CORPORATION


                              By:___________________________________
                                Name:
                                Title:


                              FEDERAL CARTRIDGE COMPANY


                              By:___________________________________
                                Name:
                                Title:


                              SIMMONS OUTDOOR CORPORATION


                              By:___________________________________
                                Name:
                                Title:


                              MOCENPLAZA DEVELOPMENT CORP.


                              By:___________________________________
                                Name:
                                Title:


                              CTR MANUFACTURING, INC.


                              By:___________________________________
                                Name:
                                Title:


Dated: ______________, ______ UNITED STATES TRUST COMPANY OF NEW YORK,
                              as Trustee


                              By:___________________________________
                                Name:
                                Title:



<PAGE>